F-4/A

Registration No. 333-192609

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

——————————————

AMENDMENT NO. 1 to

FORM F-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

——————————————

ULTRAPETROL (BAHAMAS) LIMITED

(Exact name of Registrant as specified in its charter)

Commonwealth of the Bahamas (State or other jurisdiction of incorporation or organization) 4412 (Primary Standard Industrial Classification Code Number) N/A (I.R.S. Employer Identification No.)

H&J Corporate Services Ltd. Ocean Centre, Montagu Foreshore East Bay St. Nassau, Bahamas P.O. Box SS-19084  (242) 364-4755 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) CT Corporation System 111 Eighth Avenue New York, New York  10011 (800) 624-0909 (Name, address, including zip code, and telephone number,  including area code, of agent for service)

——————————————

Copies of communications to:

Ultrapetrol (Bahamas) Limited Attention: Felipe Menendez R. Ocean Centre, Montagu Foreshore East Bay St. Nassau, Bahamas P.O. Box SS-19084 (242) 364-4755 Lawrence Rutkowski, Esq. Seward & Kissel LLP One Battery Park Plaza New York, New York  10004 (212) 574-1200

———————————————————————

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

———————————————————————

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [   ]

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [   ]

CALCULATION OF REGISTRATION FEE

Title of each class of securities to be registered	Amount to be registered			Proposed maximum offering price per unit			Proposed maximum aggregate offering price			Amount of registration fee (1)
8⅞% First Preferred Ship Mortgage Notes due 2021	$	25,000,000			100	%	$	25,000,000		$	3,220	(3)
Guarantees relating to the 8⅞% First Preferred Ship Mortgage Notes due 2021		----	(2)		----	(2)		----	(2)		----	(2)

(1) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(f) under the Securities Act of 1933.

(2) No separate consideration will be received for the guarantees relating to the 8⅞% First Preferred Ship Mortgage Notes due 2021.

(3) Previously paid.

The registrant hereby amends the registration statement on such date or dates as may be necessary to delay the effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

TABLE OF ADDITIONAL REGISTRANTS

				Primary Standard
	Jurisdiction of	IRS Employee		Industrial
Name	Incorporation	Identification No.		Classification Code
Arlene Investments, Inc.	Panama		N/A		4412
Brinkley Shipping Inc.	Panama		N/A		4412
Dampierre Holdings Spain S.A.	Spain		N/A		4412
Danube Maritime Inc.	Panama		N/A		4412
Dingle Barges Inc.	Liberia		N/A		4412
General Ventures Inc.	Liberia		N/A		4412
Hallandale Commercial Corp.	Panama		N/A		4412
Longmoor Holdings Inc.	Panama		N/A		4412
Oceanpar S.A.	Paraguay		N/A		4412
Palmdeal Shipping Inc.	Panama		N/A		4412
Parabal S.A.	Paraguay		N/A		4412
Parfina S.A.	Paraguay		N/A		4412
Princely International Finance Corp.	Panama		N/A		4412
Riverview Commercial Corp.	Panama		N/A		4412
UABL S.A.	Argentina		N/A		4412
UABL Paraguay S.A.	Paraguay		N/A		4412
Ultrapetrol S.A.	Argentina		N/A		4412

EXPLANATORY NOTE

This Amendment No. 1 to the registration statement on Form F-4 originally filed with the U.S. Securities and Exchange Commission on November 27, 2013 (File No. 333-192609), to which we refer as the Registration Statement, is being filed solely for the purposes of furnishing Interactive Data File disclosure as Exhibit 101 in accordance with Rule 405 of Regulation S-T. This Exhibit was not previously filed.

Other than as expressly set forth above, this Form F-4/A does not, and does not purport to, amend, update or restate the information in the Registration Statement.

Users of this data are advised that pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of any registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise are not subject to liability under those sections.

PART II:

INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 20: Indemnification of Directors and Officers

Bahamas

Indemnity

      Section 58 of the International Business Companies Act, Chapter 309, Statute Laws of the Bahamas, 2000 Edition, ("the Act") provides that subject to any limitations in its  Memorandum or Articles of Association or in any unanimous shareholder agreement, a company may indemnify against all expenses, including legal fees, and against all judgments, fines and amounts paid in settlement and reasonably incurred in connection with legal or administrative proceedings any person who (a) is or was a party or is threatened to be made a party to any threatened, pending or completed proceedings, whether civil or administrative by reason of the fact that the person is or was a director or an officer of a company; or (b) is or was, at the request of the company, serving as a director or officer, or in any other capacity is or was acting for, another company or a partnership, joint venture, trust or other enterprise, provided in either case that such person acted honestly and in good faith with a view to the best interests of the company.

      With regard to third party actions, Section 5.1 of Article V of the Articles of Association (the "Articles") of Ultrapetrol (Bahamas) Limited (the "Company") ("the Articles") provides that the Company (a) shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company) by reason of the fact that he is or was a director or an officer of the Company and (b) except as otherwise required by Section 5.3 of Article V of the Articles, may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Company) by reason of the fact that he is or was serving at the request of the Company as a director or officer, in another entity, against expenses (including attorneys' fees), judgments, fines and amounts actually and reasonably incurred by such person in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.

      In the case of actions by or in the right of the Company, Section 5.2. of Article V of the Articles provides that the Company shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Company to procure a judgment in its favor by reason of the fact that he is or was a director or officer of the Company, or is or was serving at the request of the Company as a director or officer in another entity against expenses (including attorney's fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Company and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the Company unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.

      Section 5.3 of Article V of the Articles provides that to the extent that a person who is or was a director or officer of the Company has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Section 5.1 or in Section 5.2 of Article V, or in defense of any claim, issue or matter therein, such person shall be indemnified through the use of Company funds against expenses (including attorneys' fees) actually or reasonably incurred by him in connection therewith.

Section 5.4 of Article V of the Articles provides that any indemnification by the Company (unless ordered by a court) shall be made by the Company only as authorised in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because such person has met the applicable standard of conduct set forth in Article V. Such determination shall be made by (a) the Board of Directors by a majority vote of a quorum consisting of the directors who were not parties to such action, suit or proceeding; or, (b) if such quorum is not obtainable, or even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (c) by the shareholders of the Company.

      Section 59 of the Act provides that the Company may purchase and maintain insurance in relation to any person who is or was a director or an officer of the Company, or who at the request of the Company is or was serving as a director or an officer of, or in any other capacity is or was acting for, another company or a partnership, joint venture, trust or other enterprise, against any liability asserted against the person and incurred by the person in that capacity, whether or not the Company has or would have had the power to indemnify the person against the liability under Section 58 of the Act.

      Section 5.7 of Article V of the Articles provides that Company may purchase and maintain insurance on behalf of any person who is or was a director or officer of the Company, or is or was serving at the request of the Company as a director or officer in another entity against any liability asserted against him and incurred by him in any such capacity, or arising out of such person's status as such, whether or not the Company would have the power to indemnify him against such liability under the provisions of Article V of the Articles.

II-1

Item 21: Exhibits and Financial Statement Schedules

Exhibit Number	Description
3.1	Articles of Incorporation and By-laws of Ultrapetrol (Bahamas) Limited (previously filed as Exhibit 3.1 to Ultrapetrol (Bahamas) Ltd. Registration Statement on Form F-4 (File No. 333-122254) on January 24, 2005 and incorporated by reference herein).
3.2	Articles of Incorporation (English translation) and By-laws of Arlene Investments Inc. (previously filed as Exhibit 3.2 to Ultrapetrol (Bahamas) Ltd. Registration Statement on Form F-4 (File No. 333-190316) on August 1, 2013 and incorporated by reference herein).
3.3	Articles of Incorporation (English translation) and By-laws of Brinkley Shipping, Inc. (previously filed as Exhibit 3.3 to Ultrapetrol (Bahamas) Ltd. Registration Statement on Form F-4 (File No. 333-190316) on August 1, 2013 and incorporated by reference herein).
3.4	Articles of Incorporation (English translation) and By-laws of Dampierre Holdings Spain S.A. (previously filed as Exhibit 3.4 to Ultrapetrol (Bahamas) Ltd. Registration Statement on Form F-4 (File No. 333-190316) on November 4, 2013, as amended, and incorporated by reference herein).
3.5	Articles of Incorporation (English translation) and By-laws of Danube Maritime Inc. (previously filed as Exhibit 3.6 to Ultrapetrol (Bahamas) Ltd. Registration Statement on Form F-4 (File No. 333-122254) on January 24, 2005 and incorporated by reference herein).
3.6	Articles of Incorporation (English translation) and By-laws of Dingle Barges, Inc. (previously filed as Exhibit 3.6 to Ultrapetrol (Bahamas) Ltd. Registration Statement on Form F-4 (File No. 333-190316) on August 1, 2013 and incorporated by reference herein).
3.7	Articles of Incorporation and By-laws of General Ventures Inc. (previously filed as Exhibit 3.7 to Ultrapetrol (Bahamas) Ltd. Registration Statement on Form F-4 (File No. 333-122254) on January 24, 2005 and incorporated by reference herein).
3.8	Articles of Incorporation (English translation) and By-laws of Hallandale Commercial Corp. (previously filed as Exhibit 3.8 to Ultrapetrol (Bahamas) Ltd. Registration Statement on Form F-4 (File No. 333-190316) on August 1, 2013 and incorporated by reference herein).
3.9	Articles of Incorporation (English translation) and By-laws of Longmoor Holdings Inc. (previously filed as Exhibit 3.9 to Ultrapetrol (Bahamas) Ltd. Registration Statement on Form F-4 (File No. 333-190316) on August 1, 2013 and incorporated by reference herein).
3.10	Articles of Incorporation (English translation) and Bylaws (English translation) of Oceanpar S.A. (previously filed as Exhibit 3.15 to Ultrapetrol (Bahamas) Ltd. Registration Statement on Form F-4 (File No. 333-122254) on January 24, 2005 and incorporated by reference herein).
3.11	Articles of Incorporation (English translation) and By-laws of Palmdeal Shipping Inc. (previously filed as Exhibit 3.11 to Ultrapetrol (Bahamas) Ltd. Registration Statement on Form F-4 (File No. 333-190316) on August 1, 2013 and incorporated by reference herein).
3.12	Articles of Incorporation and Bylaws of Parfina S.A. (English translation) (previously filed as Exhibit 3.17 to Ultrapetrol (Bahamas) Ltd. Registration Statement on Form F-4 (File No. 333-122254) on January 24, 2005 and incorporated by reference herein).
3.13	Articles of Incorporation (English translation) and By-laws of Parabal S.A. (previously filed as Exhibit 3.13 to Ultrapetrol (Bahamas) Ltd. Registration Statement on Form F-4 (File No. 333-190316) on August 1, 2013 and incorporated by reference herein).
3.14	Articles of Incorporation (English translation) and By-laws of Princely International Finance Corp. (previously filed as Exhibit 3.19 to Ultrapetrol (Bahamas) Ltd. Registration Statement on Form F-4 (File No. 333-122254) on January 24, 2005 and incorporated by reference herein).
3.15	Articles of Incorporation (English translation) and By-laws of Riverview Commercial Corp. (previously filed as Exhibit 3.21 to Ultrapetrol (Bahamas) Ltd. Registration Statement on Form F-4 (File No. 333-122254) on January 24, 2005 and incorporated by reference herein).
3.16	Articles of Incorporation (English translation) and By-laws of UABL  Paraguay S.A. (previously filed as Exhibit 3.16 to Ultrapetrol (Bahamas) Ltd. Registration Statement on Form F-4 (File No. 333-190316) on August 1, 2013 and incorporated by reference herein).
3.17	Articles of Incorporation (English translation) and By-laws of UABL S.A. (previously filed as Exhibit 3.17 to Ultrapetrol (Bahamas) Ltd. Registration Statement on Form F-4 (File No. 333-190316) on August 1, 2013 and incorporated by reference herein).
3.18	Articles of Incorporation and Bylaws of Ultrapetrol S.A. (English translation) (previously filed as Exhibit 3.26 to Ultrapetrol (Bahamas) Ltd. Registration Statement on Form F-4 (File No. 333-122254) on January 24, 2005 and incorporated by reference herein).
4.1	Form of Exchange Security (previously filed as Exhibit B to Exhibit 4.3 to Ultrapetrol (Bahamas) Ltd. Registration Statement on Form F-4 (File No. 333-190316) on August 1, 2013 and incorporated by reference herein).
4.2	Registration Rights Agreement dated June 10, 2013 (previously filed as Exhibit 4.2 to Ultrapetrol (Bahamas) Ltd. Registration Statement on Form F-4 (File No. 333-190316) on August 1, 2013 and incorporated by reference herein).
4.3	Indenture dated June 10, 2013 (previously filed as Exhibit 4.3 to Ultrapetrol (Bahamas) Ltd. Registration Statement on Form F-4 (File No. 333-190316) on August 1, 2013 and incorporated by reference herein).
4.4	Form of Subsidiary Guarantee (previously filed as Exhibit 4.4 to Ultrapetrol (Bahamas) Ltd. Registration Statement on Form F-4 (File No. 333-190316) on August 1, 2013 and incorporated by reference herein).
4.5	Supplemental Indenture dated September 26, 2013 (previously filed as Exhibit 3.3 to Ultrapetrol (Bahamas) Ltd. Registration Statement on Form F-4 (File No. 333-190316) on November 4, 2013, as amended, and incorporated by reference herein).
5.1	Opinion of Seward & Kissel LLP regarding the laws of the United States.*
5.2	Opinion of Perez, Alati, Grondona, Benites, Arntsen & Martinez de Hoz, Jr. regarding the laws of Argentina.*
5.3	Form of Opinion of Higgs & Johnson regarding the laws of the Bahamas.*
5.4	Opinion of Cuatrecasas, Gonçalves Pereira regarding the laws of Spain.*
5.5	Opinion of Seward & Kissel LLP regarding the laws of the Republic of Liberia.*
5.6	Form of Opinion of Palacios, Prono & Talavera regarding the laws of Paraguay.*
5.7	Opinion of Tapia, Linares y Alfaro regarding the laws of Panama.*
8.1	Opinion of Seward & Kissel LLP regarding U.S. tax matters.*

II-2

Exhibit Number Description

8.2	Form of Opinion of Higgs & Johnson regarding Bahamian tax matters (included in its opinion filed as Exhibit 5.3).*
10.1	Form of Vessel Mortgage (attached as Exhibit C to Exhibit 4.3) (previously filed as Exhibit 10.1 to Ultrapetrol (Bahamas) Ltd. Registration Statement on Form F-4 (File No. 333-190316) on August 1, 2013 and incorporated by reference herein).
10.2	Form of Insurance Assignment (attached as Exhibit D to Exhibit 4.3) (previously filed as Exhibit 10.2 to Ultrapetrol (Bahamas) Ltd. Registration Statement on Form F-4 (File No. 333-190316) on August 1, 2013 and incorporated by reference herein).
10.3	Form of Earnings Assignment (attached as Exhibit E to Exhibit 4.3) (previously filed as Exhibit 10.3 to Ultrapetrol (Bahamas) Ltd. Registration Statement on Form F-4 (File No. 333-190316) on August 1, 2013 and incorporated by reference herein).
12.1	Computation of Ratio of Earnings to Fixed Charges.*
21.1	List of Subsidiaries (previously filed as Exhibit 21.1 to Ultrapetrol (Bahamas) Ltd. Registration Statement on Form F-4 (File No. 333-190316) on August 1, 2013 and incorporated by reference herein).
23.2	Consent of Seward & Kissel LLP (included in its opinion filed as Exhibit 5.1).
23.3	Consent of Perez, Alati, Grondona, Benites, Arntsen & Martinez de Hoz, Jr. (included in its opinion filed as Exhibit 5.2).
23.4	Consent of Higgs & Johnson (included in its opinion filed as Exhibit 5.3).
23.5	Consent of Cuatrecasas, Gonçalves Pereira (including in its opinion filed as Exhibit 5.4).
23.6	Consent of Seward & Kissel LLP (included in its opinion filed as Exhibit 5.5).
23.7	Consent of Palacios, Prono & Talavera (included in its opinion filed as Exhibit 5.6).
23.8	Consent of Tapia, Linares y Alfaro (included in its opinion filed as Exhibit 5.7).
24.1	Powers of Attorney (see signature pages to registration statement).
25.1	Statement of Eligibility of Manufacturers Traders & Trust Company, as Trustee under the Indenture (previously filed as Exhibit 25.1 to Ultrapetrol (Bahamas) Ltd. Registration Statement on Form F-4 (File No. 333-190316) on August 1, 2013 and incorporated by reference herein).
99.1	Form of Letter of Transmittal.*
99.2	Form of Letter to Securities Brokers and Dealers, Commercial Banks, Trust Companies and Other Nominees.*
99.3	Form of Letter to Clients.*
99.4	Form of Notice of Guaranteed Delivery.*

101.  The following financial information of Ultrapetrol (Bahamas) Limited for the fiscal year ended December 31, 2012 and the six months ended June 30, 2013, formatted in Extensible Business Reporting Language (XBRL):**

(1) Consolidated Balance Sheets as of December 31, 2012 and 2011;

(2) Consolidated Statements of Operations for the years ended December 31, 2012, 2011 and 2010;

(3) Consolidated Statements of Changes in Equity for the years ended December 31, 2012, 2011 and 2010;

(4) Consolidated Statements of Cash Flows for the years ended December 31, 2012, 2011 and 2010; and

(5) Notes to Consolidated Financial Statements

(6) Condensed Consolidated Balance Sheets at June 30, 2012 (unaudited) and December 31, 2012;

(7) Condensed Consolidated Statements of Operations for the six-month periods ended June 30, 2013 and 2012 (unaudited);

(8) Condensed Consolidated Statements of Comprehensive Income (loss) for the six- month periods ended June 30, 2013 and 2012 (unaudited);

(9) Condensed Consolidated Statements of Changes in Equity for the six-month periods ended June 30, 2013 and 2012 (unaudited);

(10) Condensed Consolidated Statements of Cash Flows for the six-month periods ended June 30, 2013 and 2012 (unaudited); and

(11) Notes to Condensed Consolidated Financial Statements (unaudited).

*   Previously filed.

** This exhibit is being filed solely for the purposes of furnishing Interactive Data File disclosure as Exhibit 101 in accordance with Rule 405 of Regulation S-T.  Users of this data are advised that pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of any registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise are not subject to liability under those sections.

Item 22. Undertakings

(a) Rule 415 Offering.

      The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(a)	To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended;
(b)	To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; and
(c)	To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) To file a post-effective amendment to the registration statement to include any financial statements required by §210.3-19 of Regulation S-X at the start of any delayed offering or throughout a continuous offering.

II-3

(5) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(6) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:   The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(a)	Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
(b)	Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
(c)	The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
(d)	Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(g) Registration on Form S-4 on F-4 of securities offered for resale.

(1)

The undersigned registrant hereby undertakes as follows: that prior to any public reoffering of the securities registered hereunder through use of a prospectus which is a part of this registration statement, by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c), the issuer undertakes that such reoffering prospectus will contain the information called for by the applicable registration form with respect to reofferings by persons who may be deemed underwriters, in addition to the information called for by the other Items of the applicable form.

(2)

The registrant undertakes that every prospectus (i) that is filed pursuant to paragraph (1) immediately preceding, or (ii) that purports to meet the requirements of Section 10(a)(3) of the Act and is used in connection with an offering of securities subject to Rule 415, will be filed as a part of an amendment to the registration statement and will not be used until such amendment is effective, and that, for purposes of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(h) Request for acceleration of effective date or filing of registration statement.

      Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

      The undersigned registrant hereby undertakes:

i.	to respond to requests for information that is incorporated by reference into the prospectus, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means; and
ii.	to arrange or provide for a facility in the U.S. for the purpose of responding to such requests. The undertaking in subparagraph (i) above include information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

    The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

II-4

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, on the 27th day of November, 2013.

ULTRAPETROL (BAHAMAS) LIMITED

By:	/s/ Felipe Menendez Ross
	Name:	Felipe Menendez Ross
	Title:	President

POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Felipe Menendez R., Ricardo Menendez R., Leonard J. Hoskinson, Lawrence Rutkowski, Anthony Tu-Sekine and Robert E. Lustrin, or any of them, with full power to act alone, his or her true lawful attorneys-in-fact and agents, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing necessary to be done, as fully for all intents and purposes as he or she might or could do in person hereby ratifying and confirming all that said attorneys-in-fact and agents, or his substitute, may lawfully do or cause to be done by virtue hereof.

      In accordance with the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons on November 27, 2013 in the capacities indicated.    

Signature	Title
/s/ Felipe Menendez Ross Felipe Menendez Ross	President and Director Chief Executive Officer
/s/ Ricardo Menendez Ross Ricardo Menendez Ross	Executive Vice-President and Director
/s/ Horacio Reyser Horacio Reyser	Director
/s/ Gonzalo Alende Serra Gonzalo Alende Serra	Director

/s/ Eduardo Ojea Quintana	Director
Eduardo Ojea Quintana
/s/ Fernando Barros Tocornal	Director
Fernando Barros Tocornal

/s/ George Wood George Wood Director

/s/ Maria Cecilia Yad Maria Cecilia Yad Chief Financial Officer

/s/ Alberto Gustavo Deyros	Chief Accounting Officer
Alberto Gustavo Deyros

RAVENSCROFT SHIP MANAGEMENT INC.	Authorized Representative in the United States
By: /s/ Leonard J. Hoskinson
Name: Leonard J. Hoskinson
Title:  General Manager

II-5

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Panama, on the 27th day of November, 2013.

ARLENE INVESTMENTS, INC.
By:	/s/ Juan Arturo Montes Gomez
	Name:	Juan Arturo Montes Gomez
	Title:	President

POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Felipe Menendez R., Ricardo Menendez R., Leonard J. Hoskinson, Lawrence Rutkowski, Anthony Tu-Sekine and Robert E. Lustrin, or any of them, with full power to act alone, his or her true lawful attorneys-in-fact and agents, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing necessary to be done, as fully for all intents and purposes as he or she might or could do in person hereby ratifying and confirming all that said attorneys-in-fact and agents, or his substitute, may lawfully do or cause to be done by virtue hereof.

      In accordance with the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons on November 27, 2013 in the capacities indicated.

Signature	Title
/s/ Juan Arturo Montes Gomez Juan Arturo Montes Gomez	President, Director and Principal Executive Officer
/s/ Clarissa Plata de Aguirre Clarissa Plata de Aguirre	Vice-President, Director, Treasurer, and Principal Financial and Accounting Officer
/s/ Elsa Maria Sousa Quintero Elsa Maria Sousa Quintero	Secretary and Director
RAVENSCROFT SHIP MANAGEMENT INC.	Authorized Representative in the United States
By: /s/ Leonard J. Hoskinson Name: Leonard J. Hoskinson Title:   General Manager

II-6

SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Panama, on the 27th day of November, 2013.

BRINKLEY SHIPPING, INC.
By:	/s/ Juan Arturo Montes Gomez
	Name:	Juan Arturo Montes Gomez
	Title:	President

POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Felipe Menendez R., Ricardo Menendez R., Leonard J. Hoskinson, Lawrence Rutkowski, Anthony Tu-Sekine and Robert E. Lustrin, or any of them, with full power to act alone, his or her true lawful attorneys-in-fact and agents, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing necessary to be done, as fully for all intents and purposes as he or she might or could do in person hereby ratifying and confirming all that said attorneys-in-fact and agents, or his substitute, may lawfully do or cause to be done by virtue hereof.

      In accordance with the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons on November 27, 2013 in the capacities indicated.

Signature	Title
/s/ Juan Arturo Montes Gomez Juan Arturo Montes Gomez	President, Director and Principal Executive Officer
/s/ Clarissa Plata de Aguirre Clarissa Plata de Aguirre	Vice-President, Director, Treasurer, and Principal Financial and Accounting Officer
/s/ Elsa Maria Sousa Quintero Elsa Maria Sousa Quintero	Secretary and Director
RAVENSCROFT SHIP MANAGEMENT INC.	Authorized Representative in the United States
By: /s/ Leonard J. Hoskinson Name: Leonard J. Hoskinson Title:   General Manager

II-7

SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the United States of America, on the 27th day of November, 2013.

DAMPIERRE HOLDINGS, SPAIN S.A.
By:	/s/ Leonard James Hoskinson
	Name:	Leonard James Hoskinson
	Title:	President

POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Felipe Menendez R., Ricardo Menendez R., Leonard J. Hoskinson, Lawrence Rutkowski, Anthony Tu-Sekine and Robert E. Lustrin, or any of them, with full power to act alone, his or her true lawful attorneys-in-fact and agents, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing necessary to be done, as fully for all intents and purposes as he or she might or could do in person hereby ratifying and confirming all that said attorneys-in-fact and agents, or his substitute, may lawfully do or cause to be done by virtue hereof.

      In accordance with the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons on November 27, 2013 in the capacities indicated.

Signature	Title
/s/ Leonard James Hoskinson Leonard James Hoskinson	Director and President and Principal Executive, Financial and Accounting Officer
/s/ Alvarado Daniel Lecueder Cardeillac Alvarado Daniel Lecueder Cardeillac	Director and Vice-President
/s/ Belen Garrigues Calderon Belen Garrigues Calderon	Director and Secretary

RAVENSCROFT SHIP MANAGEMENT INC	Authorized Representative in the United States
By: /s/ Leonard J. Hoskinson
Name: Leonard J. Hoskinson
Title:   General Manager

II-8

SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Panama, on the 27th day of November, 2013.

DANUBE MARITIME INC.

By:	/s/ Tomas Alvarado Montenegro
	Name:	Tomas Alvarado Montenegro
	Title:	President

POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Felipe Menendez R., Ricardo Menendez R., Leonard J. Hoskinson, Lawrence Rutkowski, Anthony Tu-Sekine and Robert E. Lustrin, or any of them, with full power to act alone, his or her true lawful attorneys-in-fact and agents, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing necessary to be done, as fully for all intents and purposes as he or she might or could do in person hereby ratifying and confirming all that said attorneys-in-fact and agents, or his substitute, may lawfully do or cause to be done by virtue hereof.

      In accordance with the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons on November 27, 2013 in the capacities indicated.

Signature	Title
/s/ Tomas Alvarado Montenegro Tomas Alvarado Montenegro	President, Director and Principal Executive Officer
/s/ Clarissa Plata de Aguirre Clarissa Plata de Aguirre	Vice-President, Director and Principal Financial and Accounting Officer
/s/ Elsa Maria Sousa Quintero Elsa Maria Sousa Quintero	Secretary and Director
RAVENSCROFT SHIP MANAGEMENT INC.	Authorized Representative in the United States
By: /s/ Leonard J. Hoskinson
Name: Leonard J. Hoskinson
Title:   General Manager

II-9

SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Liberia, on the 27th day of November, 2013.

DINGLE BARGES INC.
By:	/s/ Leopoldo Batista
	Name:	Leopoldo Batista
	Title:	President

POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Felipe Menendez R., Ricardo Menendez R., Leonard J. Hoskinson, Lawrence Rutkowski, Anthony Tu-Sekine and Robert E. Lustrin, or any of them, with full power to act alone, his or her true lawful attorneys-in-fact and agents, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing necessary to be done, as fully for all intents and purposes as he or she might or could do in person hereby ratifying and confirming all that said attorneys-in-fact and agents, or his substitute, may lawfully do or cause to be done by virtue hereof.

      In accordance with the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons on November 27, 2013 in the capacities indicated.

Signature	Title
/s/ Leopoldo Batista Leopoldo Batista	President, Director and Principal Executive Officer
/s/ Orelys Massiel Cedono Bethancourt Orelys Massiel Cedono Bethancourt	Vice-President, Director, Treasurer and Principal Financial and Accounting Officer
/s/ Michell Vanessa Saez Cedono Michell Vanessa Saez Cedono	Secretary and Director
RAVENSCROFT SHIP MANAGEMENT INC.	Authorized Representative in the United States
By: /s/ Leonard J. Hoskinson Name: Leonard J. Hoskinson Title:   General Manager

II-10

SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Liberia, on the 27th day of November, 2013.

GENERAL VENTURES INC.

By:	/s/ Juan Arturo Montes Gomez
	Name:	Juan Arturo Montes Gomez
	Title:	President

POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Felipe Menendez R., Ricardo Menendez R., Leonard J. Hoskinson, Lawrence Rutkowski, Anthony Tu-Sekine and Robert E. Lustrin, or any of them, with full power to act alone, his or her true lawful attorneys-in-fact and agents, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing necessary to be done, as fully for all intents and purposes as he or she might or could do in person hereby ratifying and confirming all that said attorneys-in-fact and agents, or his substitute, may lawfully do or cause to be done by virtue hereof.

      In accordance with the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons on November 27, 2013 in the capacities indicated.

Signature		Title
/s/ Juan Arturo Montes Gomez Juan Arturo Montes Gomez		President, Director and Principal Executive Officer
/s/ Clarissa Plata de Aguirre Clarissa Plata de Aguirre		Vice-President, Director, Treasurer and Principal Financial and Accounting Officer
/s/ Elsa Maria Sousa Quintero	Secretary and Director
Elsa Maria Sousa Quintero
RAVENSCROFT SHIP MANAGEMENT INC.		Authorized Representative in the United States
By: /s/ Leonard J. Hoskinson Name: Leonard J. Hoskinson Title:   General Manager

II-11

  SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Panama, on the 27th day of November, 2013.

HALLANDALE COMMERCIAL CORP.
By:	/s/ Juan Arturo Montes Gomez
	Name:	Juan Arturo Montes Gomez
	Title:	President

POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Felipe Menendez R., Ricardo Menendez R., Leonard J. Hoskinson, Lawrence Rutkowski, Anthony Tu-Sekine and Robert E. Lustrin, or any of them, with full power to act alone, his or her true lawful attorneys-in-fact and agents, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing necessary to be done, as fully for all intents and purposes as he or she might or could do in person hereby ratifying and confirming all that said attorneys-in-fact and agents, or his substitute, may lawfully do or cause to be done by virtue hereof.

      In accordance with the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons on November 27, 2013 in the capacities indicated.

Signature		Title
/s/ Juan Arturo Montes Gomez Juan Arturo Montes Gomez		President, Director and Principal Executive Officer
/s/ Clarissa Plata de Aguirre Clarissa Plata de Aguirre		Vice-President, Director, Treasurer and Principal Financial and Accounting Officer
/s/ Elsa Maria Sousa Quintero	Secretary and Director
Elsa Maria Sousa Quintero
RAVENSCROFT SHIP MANAGEMENT INC.		Authorized Representative in the United States
By: /s/ Leonard J. Hoskinson Name: Leonard J. Hoskinson Title:   General Manager

II-12

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Panama, on the 27th day of November, 2013.

LONGMOOR HOLDINGS INC.
By:	/s/ Juan Arturo Montes Gomez
	Name:	Juan Arturo Montes Gomez
	Title:	President

POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Felipe Menendez R., Ricardo Menendez R., Leonard J. Hoskinson, Lawrence Rutkowski, Anthony Tu-Sekine and Robert E. Lustrin, or any of them, with full power to act alone, his or her true lawful attorneys-in-fact and agents, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing necessary to be done, as fully for all intents and purposes as he or she might or could do in person hereby ratifying and confirming all that said attorneys-in-fact and agents, or his substitute, may lawfully do or cause to be done by virtue hereof.

      In accordance with the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons on November 27, 2013 in the capacities indicated.

Signature		Title
/s/ Juan Arturo Montes Gomez Juan Arturo Montes Gomez		President, Director and Principal Executive Officer
/s/ Clarissa Plata de Aguirre Clarissa Plata de Aguirre		Vice-President, Director, Treasurer and Principal Financial and Accounting Officer
/s/ Elsa Maria Sousa Quintero	Secretary and Director
Elsa Maria Sousa Quintero
RAVENSCROFT SHIP MANAGEMENT INC.		Authorized Representative in the United States
By: /s/ Leonard J. Hoskinson Name: Leonard J. Hoskinson Title:   General Manager

II-13

SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Argentina, on the 27th day of November, 2013.

OCEANPAR S.A.

By:	/s/ Jorge Jose Alvarez
	Name:	Jorge Jose Alvarez
	Title:	President

POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Felipe Menendez R., Ricardo Menendez R., Leonard J. Hoskinson, Lawrence Rutkowski, Anthony Tu-Sekine and Robert E. Lustrin, or any of them, with full power to act alone, his or her true lawful attorneys-in-fact and agents, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing necessary to be done, as fully for all intents and purposes as he or she might or could do in person hereby ratifying and confirming all that said attorneys-in-fact and agents, or his substitute, may lawfully do or cause to be done by virtue hereof.

      In accordance with the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons on November 27, 2013 in the capacities indicated.

Signature	Title
/s/ Jorge Jose Alvarez Jorge Jose Alvarez	President, Director and Principal Executive, Financial and Accounting Officer
/s/ Edmundo Roberto Quevedo Edmundo Roberto Quevedo	Vice-President and Director
/s/ Lina Schenk de Schupmann Lina Schenk de Schupmann	Director
RAVENSCROFT SHIP MANAGEMENT INC	Authorized Representative in the United States
By: /s/ Leonard J. Hoskinson
Name: Leonard J. Hoskinson
Title:   General Manager

II-14

SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Panama, on the 27th day of November, 2013.

PALMDEAL SHIPPING INC.
By:	/s/ Olga Elis Quintero Fernandez
	Name:	Olga Elis Quintero Fernandez
	Title:	President

POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Felipe Menendez R., Ricardo Menendez R., Leonard J. Hoskinson, Lawrence Rutkowski, Anthony Tu-Sekine and Robert E. Lustrin, or any of them, with full power to act alone, his or her true lawful attorneys-in-fact and agents, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing necessary to be done, as fully for all intents and purposes as he or she might or could do in person hereby ratifying and confirming all that said attorneys-in-fact and agents, or his substitute, may lawfully do or cause to be done by virtue hereof.

      In accordance with the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons on November 27, 2013 in the capacities indicated.

Signature	Title
/s/ Olga Elis Quintero Fernandez Olga Elis Quintero Fernandez	President, Director and Principal Executive, Financial and Accounting Officer
/s/ Orelys Massiel Cedono Bethancourt Orelys Massiel Cedono Bethancourt	Vice-President and Director, Treasurer and Principal Financial and Accounting Officer
/s/ Michell Vanessa Saez Cedono Michell Vanessa Saez Cedono	Secretary and Director
RAVENSCROFT SHIP MANAGEMENT INC.	Authorized Representative in the United States
By: /s/ Leonard J. Hoskinson Name: Leonard J. Hoskinson Title:   General Manager

II-15

SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Argentina, on the 27th day of November, 2013.

PARABAL S.A.
By:	/s/ Jorge Jose Alvarez
	Name:	Jorge Jose Alvarez
	Title:	President

POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Felipe Menendez R., Ricardo Menendez R., Leonard J. Hoskinson, Lawrence Rutkowski, Anthony Tu-Sekine and Robert E. Lustrin, or any of them, with full power to act alone, his or her true lawful attorneys-in-fact and agents, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing necessary to be done, as fully for all intents and purposes as he or she might or could do in person hereby ratifying and confirming all that said attorneys-in-fact and agents, or his substitute, may lawfully do or cause to be done by virtue hereof.

      In accordance with the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons on November 27, 2013 in the capacities indicated.

Signature	Title
/s/ Jorge Jose Alvarez Jorge Jose Alvarez	President, Director and Principal Executive, Financial and Accounting Officer
/s/ Edmundo Roberto Quevedo	Vice-President and Director
Edmundo Roberto Quevedo
/s/ Lina Schenk de Schupmann	Director
Lina Schenk de Schupmann
RAVENSCROFT SHIP MANAGEMENT INC.	Authorized Representative in the United States
By: /s/ Leonard J. Hoskinson Name: Leonard J. Hoskinson Title:   General Manager

II-16

SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Argentina, on the 27th day of November, 2013.

PARFINA S.A.

By:	/s/ Jorge Jose Alvarez
	Name:	Jorge Jose Alvarez
	Title:	President

POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Felipe Menendez R., Ricardo Menendez R., Leonard J. Hoskinson, Lawrence Rutkowski, Anthony Tu-Sekine and Robert E. Lustrin, or any of them, with full power to act alone, his or her true lawful attorneys-in-fact and agents, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing necessary to be done, as fully for all intents and purposes as he or she might or could do in person hereby ratifying and confirming all that said attorneys-in-fact and agents, or his substitute, may lawfully do or cause to be done by virtue hereof.

      In accordance with the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons on November 27, 2013 in the capacities indicated.

Signature	Title
/s/ Jorge Jose Alvarez Jorge Jose Alvarez	President, Director and Principal Executive, Financial and Accounting Officer
/s/ Edmundo Roberto Quevedo	Vice-President and Director
Edmundo Roberto Quevedo
/s/ Lina Schenk de Schupmann	Director
Lina Schenk de Schupmann
RAVENSCROFT SHIP MANAGEMENT INC.	Authorized Representative in the United States
By: /s/ Leonard J. Hoskinson Name: Leonard J. Hoskinson Title:   General Manager

II-17

SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Panama, on the 27th day of November, 2013.

PRINCELY INTERNATIONAL FINANCE CORP.

By:	/s/ Juan Arturo Montes Gomez
	Name:	Juan Arturo Montes Gomez
	Title:	President

POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Felipe Menendez R., Ricardo Menendez R., Leonard J. Hoskinson, Lawrence Rutkowski, Anthony Tu-Sekine and Robert E. Lustrin, or any of them, with full power to act alone, his or her true lawful attorneys-in-fact and agents, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing necessary to be done, as fully for all intents and purposes as he or she might or could do in person hereby ratifying and confirming all that said attorneys-in-fact and agents, or his substitute, may lawfully do or cause to be done by virtue hereof.

      In accordance with the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons on November 27, 2013 in the capacities indicated.

Signature	Title
/s/ Juan Arturo Montes Gomez Juan Arturo Montes Gomez	President, Director and Principal Executive Officer
/s/ Clarissa Plata de Aguirre Clarissa Plata de Aguirre	Vice-President, Director, Treasurer and Principal Financial and Accounting Officer
/s/ Elsa Maria Sousa Quintero Elsa Maria Sousa Quintero	Secretary and Director
RAVENSCROFT SHIP MANAGEMENT INC	Authorized Representative in the United States
By: /s/ Leonard J. Hoskinson
Name: Leonard J. Hoskinson
Title:   General Manager

II-18

SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Panama, on the 27th day of November, 2013.

RIVERVIEW COMMERCIAL CORP.
By:	/s/ Juan Arturo Montes Gomez
	Name:	Juan Arturo Montes Gomez
	Title:	President

POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Felipe Menendez R., Ricardo Menendez R., Leonard J. Hoskinson, Lawrence Rutkowski, Anthony Tu-Sekine and Robert E. Lustrin, or any of them, with full power to act alone, his or her true lawful attorneys-in-fact and agents, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing necessary to be done, as fully for all intents and purposes as he or she might or could do in person hereby ratifying and confirming all that said attorneys-in-fact and agents, or his substitute, may lawfully do or cause to be done by virtue hereof.

      In accordance with the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons on November 27, 2013 in the capacities indicated.

Signature	Title
/s/ Juan Arturo Montes Gomez Juan Arturo Montes Gomez	President, Director and Principal Executive Officer
/s/ Clarissa Plata de Aguirre Clarissa Plata de Aguirre	Vice-President, Director, Treasurer and Principal Financial and Accounting Officer
/s/ Elsa Maria Sousa Quintero Elsa Maria Sousa Quintero	Secretary and Director
RAVENSCROFT SHIP MANAGEMENT INC	Authorized Representative in the United States
By: /s/ Leonard J. Hoskinson
Name: Leonard J. Hoskinson
Title:   General Manager

II-19

SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Argentina, on the 27th day of November, 2013.

UABL PARAGUAY S.A.

By:	/s/ Jorge Jose Alvarez
	Name:	Jorge Jose Alvarez
	Title:	President

POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Felipe Menendez R., Ricardo Menendez R., Leonard J. Hoskinson, Lawrence Rutkowski, Anthony Tu-Sekine and Robert E. Lustrin, or any of them, with full power to act alone, his or her true lawful attorneys-in-fact and agents, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing necessary to be done, as fully for all intents and purposes as he or she might or could do in person hereby ratifying and confirming all that said attorneys-in-fact and agents, or his substitute, may lawfully do or cause to be done by virtue hereof.

      In accordance with the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons on November 27, 2013 in the capacities indicated.

Signature	Title
/s/ Jorge Jose Alvarez Jorge Jose Alvarez	President, Director and Principal Executive, Financial and Accounting Officer
/s/ Edmundo Roberto Quevedo	Vice-President and Director
Edmundo Roberto Quevedo
/s/ Lina Schenk de Schupmann	Director
Lina Schenk de Schupmann
RAVENSCROFT SHIP MANAGEMENT INC.	Authorized Representative in the United States
By: /s/ Leonard J. Hoskinson Name: Leonard J. Hoskinson Title:   General Manager

II-20

SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Argentina, on the 27th day of November, 2013.

UABL S.A.
By:	/s/ Felipe MenendezRoss
	Name:	Felipe MenendezRoss
	Title:	President

POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Felipe Menendez R., Ricardo Menendez R., Leonard J. Hoskinson, Lawrence Rutkowski, Anthony Tu-Sekine and Robert E. Lustrin, or any of them, with full power to act alone, his or her true lawful attorneys-in-fact and agents, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing necessary to be done, as fully for all intents and purposes as he or she might or could do in person hereby ratifying and confirming all that said attorneys-in-fact and agents, or his substitute, may lawfully do or cause to be done by virtue hereof.

      In accordance with the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons on November 27, 2013 in the capacities indicated.

Signature	Title
/s/ Felipe Menendez Ross Felipe Menendez Ross	President, Director and Principal Executive, Financial and Accounting Officer
/s/ Ricardo Menendez Ross Ricardo Menendez Ross	Vice-President and Director
/s/ Jorge Jose Alvarez Jorge Jose Alvarez	Director
RAVENSCROFT SHIP MANAGEMENT INC.	Authorized Representative in the United States
By: /s/ Leonard J. Hoskinson
Name: Leonard J. Hoskinson
Title:  General Manager

II-21

SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Argentina, on the 27th day of November, 2013.

ULTRAPETROL S.A.
By:	/s/ Felipe Menendez Ross
	Name:	Felipe Menendez Ross
	Title:	President

POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Felipe Menendez R., Ricardo Menendez R., Leonard J. Hoskinson, Lawrence Rutkowski, Anthony Tu-Sekine and Robert E. Lustrin, or any of them, with full power to act alone, his or her true lawful attorneys-in-fact and agents, with full powers of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing necessary to be done, as fully for all intents and purposes as he or she might or could do in person hereby ratifying and confirming all that said attorneys-in-fact and agents, or his substitute, may lawfully do or cause to be done by virtue hereof.

      In accordance with the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons on November 27, 2013 in the capacities indicated.

Signature	Title
/s/ Felipe Menendez Ross Felipe Menendez Ross	President, Director and Principal Executive, Financial and Accounting Officer
/s/ Ricardo Menendez Ross Ricardo Menendez Ross	Director
/s/ Jorge Jose Alvarez Jorge Jose Alvarez	Director
RAVENSCROFT SHIP MANAGEMENT INC.	Authorized Representative in the United States
By: /s/ Leonard J. Hoskinson
Name: Leonard J. Hoskinson
Title:  General Manager

II-22

XML

SIGNIFICANT ACCOUNTING POLICIES, Earnings per share (Details) (USD $) In Thousands, except Share data, unless otherwise specified	6 Months Ended		12 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Dec. 31, 2012		Dec. 31, 2011		Dec. 31, 2010
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Outstanding equity awards (in shares)	348,750	14,079,750	13,839,000		14,105,000		13,920,000
Net loss attributable to parent [Abstract]
Loss from continuing operations			$ (63,657)		$ (18,805)		$ (4,856)
Loss from discontinued operations			0		0		(515)
Net income (loss) attributable to Ultrapetrol (Bahamas) Limited	7,632	(19,217)	(63,657)		(18,805)		(5,371)
Basic and diluted weighted average number of shares (in shares)			35,382,913		29,547,365		29,525,025
Basic and diluted loss per share [Abstract]
From continuing operations (in dollars per share)			$ (1.80)		$ (0.64)		$ (0.16)
From discontinued operations (in dollars per share)			$ 0		$ 0		$ (0.02)
Basic and diluted earnings per share (in dollars per share)	$ 0.05	$ (0.65)	$ (1.80)		$ (0.64)		$ (0.18)
Loss Contingencies [Line Items]
Gain on sale of vessels, net	0	3,557	3,564		0		724
Other			911		(34)		(61)
Other operating income, net	1,407	6,748	8,376	[1]	8,257	[1]	617	[1]
Litigation settlement, gross					5,308
Legal fees					560
Income Taxes [Abstract]
Income tax examination, period of examination, minimum			3 years
Income tax examination, period of examination, maximum			7 years
Arbitration Award [Member]
Loss Contingencies [Line Items]
Gain on settlement			0	[2]	4,748	[2]	0	[2]
Insurance Claims [Member]
Loss Contingencies [Line Items]
Gain on settlement			$ 3,901	[3]	$ 3,543	[3]	$ (46)	[3]
Stock Options [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Outstanding equity awards (in shares)	348,750	348,750	459,000		349,000		349,000
Restricted Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Outstanding equity awards (in shares)	0	680,000	329,000		705,000		520,000
Convertible Debt [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Outstanding equity awards (in shares)	0	13,051,000	13,051,000		13,051,000		13,051,000

[1] Operating expenses included $2,753, $4,622 and $1,542 in 2012, 2011 and 2010, respectively, from related parties.

[2] One of our subsidiaries in the River Business, UABL Paraguay S.A., made a claim against a former customer in an arbitration proceeding where we claim damages for non performance under a transportation contract. On December 2, 2011 a final amount of $5,308 was awarded to the Company, which was collected on December 21, 2011. Due to the disputed nature of the claim, the Company had not recognized any income related to the claim and now since the arbitration proceeding was favorably settled and collected recognizing an income of $4,748, after deducting related legal fees of $560.

[3] Corresponds to loss of hire insurance claims.

XML

COMMITMENTS AND CONTINGENCIES - 10Q (Details)	12 Months Ended													0 Months Ended	1 Months Ended						6 Months Ended	12 Months Ended				12 Months Ended
	Dec. 31, 2012 USD ($)	Dec. 31, 2006 Matter	Jun. 30, 2013	Jan. 17, 2006 USD ($)	Sep. 21, 2005 USD ($)	Dec. 31, 2012 Obras Terminales y Servicios S.A. [Member]	Aug. 16, 2009 Obras Terminales y Servicios S.A. [Member]	Dec. 31, 2012 Obras Terminales y Servicios S.A. [Member] Abadie Family [Member]	Aug. 16, 2009 Obras Terminales y Servicios S.A. [Member] Abadie Family [Member]	Dec. 31, 2012 Obras Terminales y Servicios S.A. [Member] Tres Fronteras Terminal [Member]	Aug. 16, 2009 Obras Terminales y Servicios S.A. [Member] Tres Fronteras Terminal [Member]	Dec. 31, 2012 Obras Terminales y Servicios S.A. [Member] UABL Terminals (Paraguay) S.A. [Member]	Aug. 16, 2009 Obras Terminales y Servicios S.A. [Member] UABL Terminals (Paraguay) S.A. [Member]	Sep. 21, 2005 PARAGUAY [Member] USD ($)	Jun. 30, 2011 PARAGUAY [Member] USD ($)	Jun. 30, 2011 PARAGUAY [Member] PYG	Mar. 22, 2010 PARAGUAY [Member] USD ($)	Mar. 22, 2010 PARAGUAY [Member] PYG	Mar. 31, 2010 PARAGUAY [Member] USD ($)	Mar. 31, 2010 PARAGUAY [Member] PYG	Jun. 30, 2013 PARAGUAY [Member] USD ($)	Dec. 31, 2010 PARAGUAY [Member] USD ($)	Dec. 31, 2006 PARAGUAY [Member] USD ($) Matter	Dec. 31, 2012 PARAGUAY [Member] USD ($)	Dec. 31, 2011 PARAGUAY [Member] USD ($)	Dec. 31, 2009 ARGENTINA [Member] USD ($) T	Nov. 04, 2011 ARGENTINA [Member] USD ($)	Aug. 27, 2007 BOLIVIA [Member] USD ($)
Operating Loss Carryforwards [Line Items]
Taxes payable					$ 2,200,000									$ 2,200,000
Number of years under examination		3 years												3 years
Number of matters under examination with no liability		2																					2
Total number of matters under examination		3																					3
Income tax examination, liability recorded	400,000			500,000																			500,000	400,000
Amount of liability paid	400,000																				400,000
Percentage of tax liability applied as fine (in hundredths)	100.00%	100.00%																				100.00%	100.00%
Expense recorded from settlement with taxing authority																						1,294,000
Estimated import tax and fine																	2,000,000										900,000
Fines assessed per examination															605,000	2,791,514,822	12,000	54,723,820	12,000	54,723,820
Income tax examination, possible loss																									3,000,000			5,800,000
Weight of Steel Plates (in tons)																										473
Import value of steel plates																										370,000
Offsetting tax credits																											$ 300,000
Obras Terminales y Servicios S.A. [Abstract]
Ownership percentage of investments (in hundredths)	50.00%		50.00%			50.00%	50.00%	50.00%	50.00%	50.00%	50.00%	50.00%	50.00%

XML

DERIVATIVE INSTRUMENTS AND HEDGING STRATEGIES - 10Q (Details) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2013 Cash Flow Hedge [Member]	Dec. 31, 2012 Cash Flow Hedge [Member]	Dec. 31, 2011 Cash Flow Hedge [Member]	Jun. 30, 2013 Interest Rate Collar [Member]	Dec. 31, 2012 Interest Rate Collar [Member]	Dec. 31, 2010 Interest Rate Collar [Member]	Jun. 30, 2013 Interest Rate Collar [Member] Cash Flow Hedge [Member]	Dec. 31, 2012 Interest Rate Collar [Member] Cash Flow Hedge [Member]	Dec. 31, 2011 Interest Rate Collar [Member] Cash Flow Hedge [Member]	Jun. 30, 2013 Interest Rate Swap [Member] UP Offshore (Bahamas) Ltd, DVB SE and Banco Security, Through 2016 and 2018 [Member]	Dec. 31, 2010 Interest Rate Swap [Member] UP Offshore (Bahamas) Ltd, DVB SE and Banco Security, Through 2016 and 2018 [Member]	Jun. 30, 2013 Interest Rate Swap [Member] Cash Flow Hedge [Member]	Dec. 31, 2012 Interest Rate Swap [Member] Cash Flow Hedge [Member]	Dec. 31, 2011 Interest Rate Swap [Member] Cash Flow Hedge [Member]	Dec. 31, 2010 Interest Rate Swap [Member] Minimum [Member] UP Offshore (Bahamas) Ltd, DVB SE and Banco Security, Through 2016 and 2018 [Member]	Dec. 31, 2010 Interest Rate Swap [Member] Maximum [Member] UP Offshore (Bahamas) Ltd, DVB SE and Banco Security, Through 2016 and 2018 [Member]
Derivatives Designated as Hedging Instruments [Abstract]
Current other liabilities	$ 1,067	$ 1,070	$ 833				$ 718	$ 722	$ 582			$ 349	$ 348	$ 251
Noncurrent other liabilities	1,084	2,026	1,788				764	1,235	1,145			320	791	643
Interest Rate Agreements [Abstract]
Notional amount of interest rate derivative				$ 65,217	$ 68,478	$ 75,000				$ 46,554	$ 49,500
Floor strike rate (in hundredths)						1.69%
Cap strike rate (in hundredths)						5.00%
Interest rate (in hundredths)															0.89%	3.67%

XML

COMMITMENTS AND CONTINGENCIES (Details)	6 Months Ended	12 Months Ended							12 Months Ended				0 Months Ended		0 Months Ended			12 Months Ended			0 Months Ended										0 Months Ended	1 Months Ended						6 Months Ended	12 Months Ended				12 Months Ended
	Jun. 30, 2013 Vessel	Dec. 31, 2012 USD ($)	Dec. 31, 2011 USD ($)	Dec. 31, 2010 USD ($)	Dec. 31, 2006 Matter	Jan. 17, 2006 USD ($)	Sep. 21, 2005 USD ($)	Dec. 31, 2012 PSVs [Member] USD ($)	Dec. 31, 2012 PSVs [Member] North Sea [Member] Vessel	Dec. 31, 2012 PSVs [Member] Brazil [Member] Vessel	Dec. 31, 2012 Handy Size Small Product Tanker [Member] USD ($) Vessel	Dec. 31, 2012 Jumbo Dry Barges [Member] Vessel	Apr. 06, 2008 Three-year Bareboat Charter [Member] T	Dec. 31, 2012 Three-year Bareboat Charter [Member] USD ($)	Apr. 06, 2008 Three-year Bareboat Charter [Member] Minimum [Member]	Apr. 06, 2008 Three-year Bareboat Charter [Member] Maximum [Member]	Apr. 06, 2008 One-year Bareboat Charter [Member] T	Dec. 31, 2012 One-year Bareboat Charter [Member] USD ($)	Dec. 31, 2011 One-year Bareboat Charter [Member] USD ($)	Dec. 31, 2010 One-year Bareboat Charter [Member] USD ($)	Nov. 12, 2012 Three year River Barge [Member]	Dec. 31, 2012 Three year River Barge [Member] USD ($)	Dec. 31, 2012 Obras Terminales y Servicios S.A. [Member]	Aug. 16, 2009 Obras Terminales y Servicios S.A. [Member]	Dec. 31, 2012 Obras Terminales y Servicios S.A. [Member] Abadie Family [Member]	Aug. 16, 2009 Obras Terminales y Servicios S.A. [Member] Abadie Family [Member]	Dec. 31, 2012 Obras Terminales y Servicios S.A. [Member] Tres Fronteras Terminal [Member]	Aug. 16, 2009 Obras Terminales y Servicios S.A. [Member] Tres Fronteras Terminal [Member]	Dec. 31, 2012 Obras Terminales y Servicios S.A. [Member] UABL Terminals (Paraguay) S.A. [Member]	Aug. 16, 2009 Obras Terminales y Servicios S.A. [Member] UABL Terminals (Paraguay) S.A. [Member]	Sep. 21, 2005 PARAGUAY [Member] USD ($)	Jun. 30, 2011 PARAGUAY [Member] USD ($)	Jun. 30, 2011 PARAGUAY [Member] PYG	Mar. 22, 2010 PARAGUAY [Member] USD ($)	Mar. 22, 2010 PARAGUAY [Member] PYG	Mar. 31, 2010 PARAGUAY [Member] USD ($)	Mar. 31, 2010 PARAGUAY [Member] PYG	Jun. 30, 2013 PARAGUAY [Member] USD ($)	Dec. 31, 2010 PARAGUAY [Member] USD ($)	Dec. 31, 2006 PARAGUAY [Member] USD ($) Matter	Dec. 31, 2012 PARAGUAY [Member] USD ($)	Dec. 31, 2011 PARAGUAY [Member] USD ($)	Dec. 31, 2009 ARGENTINA [Member] USD ($) T	Nov. 04, 2011 ARGENTINA [Member] USD ($)	Aug. 27, 2007 BOLIVIA [Member] USD ($)
Operating Loss Carryforwards [Line Items]
Taxes payable							$ 2,200,000																								$ 2,200,000
Number of years under examination					3 years																										3 years
Number of matters under examination with no liability					2																																			2
Total number of matters under examination					3																																			3
Income tax examination, liability recorded		400,000				500,000																																		500,000	400,000
Amount of liability paid		400,000																																				400,000
Percentage of tax liability applied as fine (in hundredths)		100.00%			100.00%																																		100.00%	100.00%
Expense recorded from settlement with taxing authority																																							1,294,000
Estimated import tax and fine																																		2,000,000										900,000
Fines assessed per examination																																605,000	2,791,514,822	12,000	54,723,820	12,000	54,723,820
Income tax examination, possible loss																																										3,000,000			5,800,000
Weight of Steel Plates (in tons)																																											473
Import value of steel plates																																											370,000
Offsetting tax credits																																												300,000
Obras Terminales y Servicios S.A. [Abstract]
Ownership percentage of investments (in hundredths)	50.00%	50.00%																					50.00%	50.00%	50.00%	50.00%	50.00%	50.00%	50.00%	50.00%
Indemnification to Sparrow under the investment agreement [Abstract]
Period for closing date for some indemnifications		16 months
Period in case of tax matter and other		6 years
Minimum indemnity obligations losses		10,000,000
Minimum indemnity obligations losses deductable		4,400,000
Maximum amount of indemnifiable losses		28,600,000
Contracts [Line Items]
Rent expense		849,000	1,119,000	1,048,000														1,536,000	1,557,000	4,940,000
Obligations under operating lease [Abstract]
2013		1,016,000												1,292,000
2014		917,000
2015		273,000
2016		68,000
2017		58,000
Total		2,332,000
Term of contract													3 years				1 year				3 years
Deadweight tonnage of vessel (in tons)													11,299				5,706
Extension of contract															35 months	37 months
Charters Out [Abstract]
Number of vessels	4								1	5	3	24
Operating Leases, Future Minimum Payments Receivable [Abstract]
2013								34,238,000			18,090,000											6,600,000
2014								22,503,000			5,412,000											13,200,000
2015								13,492,000														13,200,000
2016								5,742,000														6,600,000
Total								$ 75,975,000			$ 23,502,000

XML

BUILD, SALE AND LEASE-BACK OF TWENTY-FOUR JUMBO DRY BARGES (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012 Barge	Jan. 30, 2013 Barge	Apr. 25, 2012 Barge
BUILD, SALE AND LEASE-BACK OF TWENTY-FOUR JUMBO DRY BARGES [Abstract]
Number of new built jumbo dry barges agreed to sell			24
Charter period	10 years
Number of jumbo dry barges delivered and lease back	14	10
Obligations under operating lease [Abstract]
2013	$ 2,019
2014	1,949
2015	1,879
2016	1,809
2017	1,739
Thereafter	7,430
Total	16,825
Rent expense	$ 266

XML

SIGNIFICANT ACCOUNTING POLICIES - 10Q

6 Months Ended

12 Months Ended

Jun. 30, 2013

Dec. 31, 2012

SIGNIFICANT ACCOUNTING POLICIES [Abstract]

SIGNIFICANT ACCOUNTING POLICIES

2. SIGNIFICANT ACCOUNTING POLICIES

a) Basis of presentation and principles of consolidation

The unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("US GAAP") for interim financial information. The consolidated balance sheet at December 31, 2012, has been derived from the audited financial statement at that date. The unaudited condensed consolidated financial statements do not include all of the information and footnotes required by US GAAP for complete financial statements. All adjustments which, in the opinion of the management of the Company, are considered necessary for a fair presentation of the results of operations for the periods shown are of a normal, recurring nature and have been reflected in the unaudited condensed consolidated financial statements. The results of operations for the periods presented are not necessarily indicative of the results expected for the full fiscal year or for any future period.

These unaudited condensed consolidated financial statements should be read in conjunction with the financial statements and related notes thereto included in the Company's Annual Report on Form 20-F for the year ended December 31, 2012.

The unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiaries, both majority and wholly owned. Significant intercompany accounts and transactions have been eliminated in this consolidation. Investments in 50% or less owned affiliates, in which the Company exercises significant influence, are accounted for by the equity method.

The Company uses the U.S. dollar as its functional currency. Receivables and payables denominated in foreign currencies are translated into U.S. dollars at the rate of exchange at the balance sheet date, while revenues and expenses are translated using the average exchange rate for each month. Certain subsidiaries enter into transactions denominated in currencies other than their functional currency. Changes in currency exchange rates between the functional currency and the currency in which a transaction is denominated are included in the unaudited condensed consolidated statement of operations in the period in which the currency exchange rate changes.

During the six-month period ended June 30, 2013, the Company performed through its subsidiaries several transactions at different exchanges rates between local currencies and U.S. dollars. Pursuant to ASC 830, these transactions when measured at the particular applicable exchange rate at which they were settled result in foreign currency exchange gains amounting to $15,200 in the unaudited condensed consolidated statement of operations for the six-month period ended June 30, 2013.

b) Income (Loss) per share attributable to Ultrapetrol (Bahamas) Limited

Basic income (loss) per share attributable to Ultrapetrol (Bahamas) Limited is computed by dividing the net income (loss) by the weighted average number of common shares outstanding during the relevant periods net of shares held in treasury. Diluted income (loss) per share attributable to Ultrapetrol (Bahamas) Limited reflects the potential dilution that could occur if securities or other contracts to issue common shares result in the issuance of such shares. In determining dilutive shares for this purpose the Company assumes, through the application of the treasury stock and if-converted methods, all restricted stock grants have vested, all common shares have been issued pursuant to the exercise of all outstanding stock options and all common shares have been issued pursuant to the conversion of all outstanding convertible notes.

For the six-month period ended June 30, 2012, the Company had a net loss and therefore the effect of potentially dilutive securities was antidilutive.

The following outstanding equity awards are not included in the diluted net income (loss) per share attributable to Ultrapetrol (Bahamas) Limited calculation because they would have had an antidilutive effect:

	For the six month periods ended June 30, (unaudited)
	2013		2012
Stock options		348,750		348,750
Restricted stock		-		680,000
Convertible debt		-		13,051,000
Total		348,750		14,079,750

The following table sets forth the computation of basic and diluted net income (loss) per share attributable to Ultrapetrol (Bahamas) Limited:

	For the six month periods ended June 30, (unaudited)
	2013		2012
Net income (loss) attributable to Ultrapetrol (Bahamas) Limited	$	7,632	$	(19,217	)
Basic weighted average number of shares		140,092,934		29,568,622
Effect on dilutive shares-- Options and restricted stock		182,858		-
Diluted weighted average number of shares		140,275,792		29,568,622
Basic and diluted income (loss) per share attributable to Ultrapetrol (Bahamas) Limited	$	0.05	$	(0.65	)

c) Comprehensive income (loss)

The components of accumulated other comprehensive income (loss) in the condensed consolidated balance sheets were as follows:

	At June 30, 2013 (unaudited)			At December 31, 2012
Unrealized net losses on interest rate collar	$	(1,482	)	$	(1,958	)
Unrealized net losses on interest rate swap		(190	)		(803	)
Unrealized net gains on EURO hedge		132			137
Accumulated other comprehensive income (loss)		(1,540	)		(2,624	)
Amounts attributable to noncontrolling interest		(12	)		(46	)
Amounts attributable to Ultrapetrol (Bahamas) Limited	$	(1,528	)	$	(2,578	)

2.   SIGNIFICANT ACCOUNTING POLICIES

a)   Basis of presentation and principles of consolidation

The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("US GAAP").

The consolidated financial statements include the accounts of the Company and its subsidiaries, both majority and wholly owned. Significant intercompany accounts and transactions have been eliminated in this consolidation.  Investments in 50% or less owned affiliates, in which the Company exercises significant influence, are accounted for by the equity method.

b)   Estimates

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the years.  Significant estimates have been made by management, including the allowance for doubtful accounts, insurance claims receivable, useful lives and valuation of vessels, hedge accounting, recoverability of tangible and intangible assets and certain accrued liabilities.  Actual results may differ from those estimates.

c)   Revenues and related expenses

Revenue is recorded when services are rendered, the Company has a signed charter agreement or other evidence of an arrangement, prices are fixed or determinable and collection is reasonably assured.

The primary source of the Company's revenue, freight transportation by river barges, ocean-going vessels or PSVs, is recognized based on time charters, bareboat charters, consecutive voyage charters or affreightment / voyage contracts.

Revenue from time charters and bareboat charters is earned and recognized on a daily basis.  Revenue from affreightment / voyage contracts and consecutive voyage charters is recognized based upon the percentage of voyage completion.  In our River Business, a voyage is deemed to commence upon the departure of the discharged barge of the previous voyage and is deemed to end upon the completion of discharge of the current voyage.  The percentage of voyage completion is based on the miles transited at the balance sheet date divided by the total miles expected for the voyage.  The position of the barge at the balance sheet date is determined by locating the position of the pushboat with the barge in tow through the use of a global positioning system ("GPS").

The Company does not begin recognizing revenue if the charter agreement has not been entered into with the customer, even if the vessel has discharged its cargo and is sailing to the anticipated load port on its next voyage.

Demurrage income represents charges made to the charterer when loading or discharging time exceeds the stipulated time in the voyage charter and is recognized as it is earned.

The recognition of revenue due to shortfalls on take or pay contracts occurs at the end of each declaration period. A declaration period is defined as the time period in which the contract volume obligation was to be met. If the volume was not met during that time period, then the amount of billable revenue resulting from the failure to perform will be calculated and recognized as it is billed.

Vessel voyage costs, primarily consisting of port, canal and bunker expenses that are unique to a particular charter, are paid for by the charterer under time charter arrangements or by the Company under voyage charter arrangements.  The commissions paid in advance are deferred and amortized over the related voyage charter period to the extent commissions are earned as the Company's revenues are earned.  Bunker expenses are capitalized when acquired as operating supplies and subsequently charged to voyage expenses as consumed.  All other voyage expenses and other vessel operating expenses are expensed as incurred.

From time to time we provide ship salvage services under Lloyd's Standard Form of Salvage Agreement ("LOF"). The Company recognizes costs as incurred on these LOF services.  Revenue is recorded at the time the LOF settlement or arbitration award occurs.  In those cases where a minimum salvage remuneration is guaranteed or determined by contract then such minimum amount is recognized in revenue when services are rendered.

In its River Business the Company uses the completed contract method for river barges built which typically have construction periods of 30 days or less. Contracts are considered complete when title has passed, the customer has technically accepted the river barges and the Company does not retain risks or rewards of ownership of the river barges. Losses are accrued if manufacturing costs are expected to exceed manufacturing contract revenue.

Manufacturing expenses are primarily comprised of steel cost, which is the largest component of our raw materials, and the cost of labor.

The Company accounts for multiple element arrangements, in accordance with ASC 605-25.  For such transactions, revenue on arrangements that include multiple elements is allocated to each element based on the relative fair value of each element, and fair value is determined by vendor-specific objective evidence of fair value (VSOE).

d)   Foreign currency translation

The Company uses the US dollar as its functional currency.  Receivables and payables denominated in foreign currencies are translated into US dollars at the rate of exchange at the balance sheet date, while revenues and expenses are translated using the average exchange rate for each month.

Certain subsidiaries enter into transactions denominated in currencies other than their functional currency.  Changes in currency exchange rates between the functional currency and the currency in which a transaction is denominated are included in the consolidated statements of operations in the period in which the currency exchange rate changes.

e)   Cash and cash equivalents

The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.  Cash equivalents consist of money market instruments and interest-bearing deposits.  The credit risk associated with cash and cash equivalents is considered to be low due to the high credit quality of the financial institutions with which the Company operates.

f)   Restricted cash

Certain of the Company's loan agreements require the Company to fund:  (a) a loan retention account equivalent to the next loan installment (depending on the frequency of the repayment elected by the Company, i.e. quarterly or semi annually) plus interest which is used to fund the loan installments coming due, (b) a drydocking account which is restricted for use and can only be used for the purpose of paying for drydocking or special survey expenses and (c) cash deposits required as collateral with certain banks under the Company's borrowing arrangements.

g)   Accounts receivable

Most of the Company's accounts receivable are due from international oil companies, international grainhouses, traders and mining companies.  The Company performs ongoing credit evaluations of its trade customers and generally does not require collateral. The Company routinely reviews its accounts receivables and makes provisions for probable doubtful accounts; however, those provisions are estimates and actual results could differ from those estimates and those differences may be material. Trade receivables are deemed uncollectible and removed from accounts receivable and the allowance for doubtful accounts when collection efforts have been exhausted.

Accounts receivable from one customer of Ultrapetrol Ocean and Offshore Supply Business accounted for 27% of total consolidated accounts receivable as of December 31, 2012.

Accounts receivable from one customer of Ultrapetrol Ocean and Offshore Supply Business accounted for 24% and one customer of Ultrapetrol River Business accounted for 17% of total consolidated accounts receivable as of December 31, 2011.

Changes in the allowance for doubtful accounts for the three years ended December 31, 2012, were as follow:

	For the years ended December 31,
	2012			2011			2010
Balance at January 1	$	841		$	555		$	411
Provision		1,559			598			377
Recovery		(293	)		-			(18	)
Amounts written off (1)		(191	)		(312	)		(215	)
Balance at December 31	$	1,916		$	841		$	555

(1)   Accounts charged to the allowance when collection efforts cease.

h)   Concentrations of credit risk

The Company is exposed to concentrations of credit risk associated with its cash and cash equivalents, restricted cash and derivative instruments. The Company minimizes its credit risk relating to these positions by monitoring the financial condition of the financial institutions and counterparties involved and by primarily conducting business with large, well-established financial institutions and diversifying its counterparties. The Company does not currently anticipate nonperformance by any of its significant counterparties. The Company is also exposed to concentrations of credit risk relating to its receivables due from customers in the industries in which operates. The Company does not generally require collateral or other security to support its outstanding receivables. The Company minimizes its credit risk relating to receivables by performing ongoing credit evaluations and, to date, credit losses have not been material.

i)   Insurance claims receivable

Insurance claims receivable comprise claims submitted relating to hull and machinery (H&M), protection and indemnity (P&I), loss of hire (LOH) and strike insurance coverage.  They are recorded when the recovery of an insurance claim is probable.  Deductible amounts related to covered incidents are expensed in the period of occurrence of the incident.  The credit risk associated with insurance claims receivable is considered low due to the high credit quality and funded status of the insurance underwriters and P&I clubs in which the Company is either a client or a member.  Insurance claims receivable, included in other receivables in the accompanying balance sheets, amounts to $6,017 and $4,531 at December 31, 2012 and 2011, respectively.

j)   Operating supplies and inventories

Operating supplies and inventories are carried at the lower of cost or market and consist of the following:

	At December 31,
	2012		2011
River barges in progress and raw material related to barge production for sale to third parties	$	10,019	$	-
Fuel and supplies		3,619		4,520
	$	13,638	$	4,520

k)   Vessels and equipment, net

Vessels and equipment are stated at cost less accumulated depreciation.  This cost includes the purchase price and all directly attributable costs (initial repairs, improvements and delivery expenses, interest and on-site supervision costs incurred during the construction periods).  Subsequent expenditures for conversions renewals or major improvements are also capitalized when they appreciably extend the life, increase the earning capacity or improve the safety of the vessels.

New barges built for the River Business segment in our own shipyard in Punta Alvear, Argentina are capitalized at cost.

Depreciation is computed net of the estimated scrap value which is equal to the product of each vessel's lightweight tonnage and estimated scrap value per lightweight ton and is recorded using the straight-line method over the estimated useful lives of the vessels.  Acquired secondhand vessels are depreciated from the date of their acquisition over the remaining estimated useful life.

From time to time, the Company acquires vessels which have already exceeded the Company's useful life policy, in which case the Company depreciates such vessels based on its best estimate of such vessel's remaining useful life, typically until the next survey or certification date.

Improvements to leased property are amortized over the shorter of their economic life or the respective lease term.

The estimated useful life of each of the Company's major categories of assets is as follows:

	Useful life (in years)
Ocean-going vessels	24 to 27
PSVs	24
River barges and push boats	35
Buildings	20 to 30
Furniture and equipment	5 to 15

However, when regulations place limitations over the ability of a vessel to trade, its useful life is adjusted to end at the date such regulations become effective. Currently, these regulations do not affect any of our vessels.

At the time vessels are disposed of, the assets and related accumulated depreciation are removed from the accounts, and any resulting gain or loss is recorded in other operating income.

Long-lived assets are reviewed for impairment, whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.  If the sum of the expected future undiscounted cash flows is less than the carrying amount of the asset, a loss is recognized for the difference between the fair value and carrying value of the asset.  The assumptions used to develop estimates of future undiscounted cash flows are based on historical trends as well as future expectations. To the extent impairment indicators are present, the Company determines undiscounted projected net operating cash flows for each vessel in the Ocean and Offshore Supply Business and as a fleet in the River Business and compares them to their carrying value. The cash flow period is based on the remaining lives of the vessels or the fleet, which range from 4 to 24 years.  The projected net operating cash flows are determined by considering the charter revenues from existing time charters for the fixed fleet days and an estimated daily time charter equivalent for the unfixed days. The Company estimates the daily time charter equivalent for the unfixed days based on the historical average for similar vessels and utilizing available market data for time charter and spot market rates and forward freight agreements over the remaining estimated life of the vessel, net of brokerage commissions, expected outflows for assets' maintenance and assets' operating expenses (including planned drydocking and special survey expenditures),  and fleet utilization ranging from 93% to 99%. The salvage value used in the impairment test is estimated in $405 (four hundred and five U.S. dollars) per light weight ton (LWT) in accordance with the Company's assets' depreciation policy. Although the Company believes that the assumptions used to evaluate potential impairment are reasonable and appropriate, such assumptions are highly subjective. There can be no assurance as to how long charter rates and vessel values will remain at their currently low levels or whether they will improve by any significant degree. Charter rates may remain at depressed levels for some time which could adversely affect the Company's revenue and profitability, and future assessments of asset impairment. As a result of the impairment review, the Company determined that the carrying amounts of its assets were recoverable, and therefore, concluded that no impairment loss was necessary for 2010, 2011 and 2012, except for the charge described below.

During the year ended December 31, 2012, the Company recorded an impairment charge totaling $16,000 to write down the carrying amount of its product tanker M/V Amadeo to its estimated fair value. The write down was as a consequence of the level of distress in the tanker market, and its high operational costs.

l)   Dry dock costs

The Company's vessels must be periodically drydocked and pass inspections to maintain their operating classification, as mandated by maritime regulations.  Costs incurred to drydock a vessel / pushboat are deferred and amortized using the straight-line method over the period to the next drydock, generally 24 to 36 months.  Drydocking costs incurred are comprised of: painting the vessel's hull and sides, recoating cargo and fuel tanks, and performing other engine and equipment maintenance activities to bring the vessel into compliance with classification standards.  The unamortized portion of dry dock costs for vessels that are sold are written off and included in the calculation of the resulting gain or loss in the year of the vessel's sale.

Expenditures for maintenance and minor repairs are expensed as incurred.

m)   Investments in affiliates

These investments are accounted for by the equity method. At December 31, 2012 and 2011 and for each of the three years in the period ended December 31, 2012, this includes our interest in 50% of Obras Terminales y Servicios S.A. ("OTS S.A.") and in 49% of Marítima Sipsa S.A.

At December 31, 2011 and for the years ended December 31, 2011 and 2010 it also includes our interest in 50% of Puertos del Sur S.A.  As described in Note 4, during 2012 the Company purchased the other 50% of Puertos del Sur S.A.

n)   Identifiable intangible assets

The Company's intangible assets arose as a result of the Ravenscroft acquisition in 2006, and consist principally of a safety management system which is being amortized over its useful life of eight years using the straight-line method.

Accumulated amortization at December 31, 2012 and 2011 amounted to $1,181 and $1,006, respectively and amortization for the three years in the period ended December 31, 2012 amounted to $175, $175 and $305, respectively.  Amortization of intangible assets for the five years subsequent to December 31, 2012 is expected to be $175 in 2013 and $44 in 2014.

o)   Goodwill

Goodwill is recorded when the purchase price paid for an acquisition exceeds the estimated fair value of net identified tangible and intangible assets acquired.  The Company performs an annual impairment test of goodwill and further periodic tests to the extent indicators of impairment develop between annual impairment tests.  The Company's impairment review process compares the fair value of the reporting unit to its carrying value, including the goodwill related to the reporting unit.  To determine the fair value of the reporting unit, the Company uses a discounted future cash flow ("DCF") approach that uses estimates for revenue, costs and appropriate discount rates, among others.  These various estimates are reviewed each time the Company tests goodwill for impairment and many are developed as part of the Company's routine business planning and forecasting process.  The Company believes its estimates and assumptions are reasonable; however, variations from those estimates could produce materially different results.

p)   Other assets

This account corresponds to costs incurred to issue debt net of amortization costs, which are being amortized over the term of the debt using the effective interest rate method.  Any unamortized balance of costs relating to debt repaid or refinanced is expensed in the period the repayment or refinancing is made, subject to the accounting guidance regarding debt modifications and extinguishment.  Amortization for debt issuance expense for the three years in the period ended December 31, 2012 totaled $2,217; $2,323 and $1,340, respectively, and is included in financial expense in the accompanying consolidated statements of operations.

q)   Accounts payable

Accounts payable at December 31, 2012 and 2011 consists of insurance premium payables, operating expenses, among others.

r)   Deferred gains -- River barges sale-leaseback transactions

The Company has entered into a river barges sale-leaseback transaction (Note 15) with a finance company.  Gains are deferred to the extent of the present value of future minimum lease payments and are amortized as reductions to rental expense over the applicable lease term.  Deferred gains activity related to these transactions for the year ended December 31, 2012 is as follows:

Balance at beginning of year	$	-
Deferred gains arising from sales		2,116
Amortization of deferred gains included in operating expenses as reduction to rental expense		(30	)
Balance at end of the year	$	2,086

s)   Comprehensive loss

The components of accumulated other comprehensive loss in the consolidated balance sheets were as follows:

	At December 31,
	2012			2011
Unrealized net losses on interest rate collar	$	(1,958	)	$	(1,727	)
Unrealized net losses on interest rate swaps		(803	)		(482	)
Unrealized net gains on EURO hedge		137			145
Accumulated other comprehensive loss		(2,624	)		(2,064	)
Amounts attributable to noncontrolling interest		(46	)		(27	)
Amounts attributable to Ultrapetrol (Bahamas) Limited	$	(2,578	)	$	(2,037	)

At December 31, 2012, the Company expects that it will reclassify $996 of net losses on interest rate collar and interest rate swaps from accumulated other comprehensive loss to earnings during the next twelve months related to the payments of interest of our variable interest rate debt that will affect earnings for 2013.

t)   Derivative financial instruments

The Company from time to time uses derivative financial instruments to reduce risk from foreign currency fluctuations, changes in spot market rates for oceangoing vessels, changes in interest rate and changes in bunker fuel prices.

The Company recognizes all of its derivative instruments as either assets or liabilities in the balance sheet at fair value.  The accounting for changes in the fair value (i.e., gains or losses) of a derivative financial instrument depends on whether it has been designated and qualifies as part of a hedging relationship and further, on the type of hedging relationship.

For derivative financial instruments that are designated and qualify as cash flow hedges, the effective portion of the gain or loss on the derivative financial instrument is reported as a component of other comprehensive loss and reclassified into earnings in the same line item associated with the hedged transaction in the same period or periods during which the hedged transaction affects earnings.  The ineffective portion of a derivative's change in fair value is immediately recognized in income.

Derivative financial instruments that are not designated as hedges for accounting purposes are adjusted to fair value through income.

u)   Loss per share

Basic loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding during the relevant periods net of shares held in treasury.  Diluted loss per share reflects the potential dilution that could occur if securities or other contracts to issue common shares result in the issuance of such shares.  In determining dilutive shares for this purpose the Company assumes, through the application of the treasury stock and if-converted methods, all restricted stock grants have vested, all common shares have been issued pursuant to the exercise of all outstanding stock options and all common shares have been issued pursuant to the conversion of all outstanding convertible notes.

For the three years in the period ended December 31, 2012, the Company had a net loss from continuing operations and therefore the effect of potentially dilutive securities was antidilutive.

The following outstanding equity awards are not included in the diluted net loss per share calculation because they would have had an antidilutive effect:

	For the years ended December 31,
	2012		2011		2010
Stock options		459,000		349,000		349,000
Restricted stock		329,000		705,000		520,000
Convertible debt		13,051,000		13,051,000		13,051,000
Total		13,839,000		14,105,000		13,920,000

The following table sets forth the computation of basic and diluted loss per share attributable to Ultrapetrol (Bahamas) Limited.

	For the years ended December 31,
	2012			2011			2010
Loss from continuing operations	$	(63,657	)	$	(18,805	)	$	(4,856	)
Loss from discontinued operations		-			-			(515	)
Net loss	$	(63,657	)	$	(18,805	)	$	(5,371	)

	For the years ended December 31,
	2012			2011			2010
Basic and diluted weighted average number of shares		35,382,913			29,547,365			29,525,025
Basic and diluted loss per share:
From continuing operations	$	(1.80	)	$	(0.64	)	$	(0.16	)
From discontinued operations		-			-			(0.02	)
	$	(1.80	)	$	(0.64	)	$	(0.18	)

v)   Stock compensation

Stock-based compensation cost is measured at the date of grant, based on the calculated fair value of the award, and is recognized as expense over the employee's service period, which is generally the vesting period of the equity grant. The fair value of performance based restricted common stock awards that are probable of being earned is expensed over the performance periods as the awards vest.  The Company does not estimate forfeitures in its expense calculations as forfeiture history has been minor.

w)   Other operating income, net

For the three years in the period ended December 31, 2012, this account includes:

	For the years ended December 31,
	2012		2011			2010
Arbitration award (1)	$	-	$	4,748		$	-
Gain on sale of vessels, net		3,564		-			724
Claims against insurance companies, net (2)		3,901		3,543			(46	)
Other		911		(34	)		(61	)
	$	8,376	$	8,257		$	617

(1)   One of our subsidiaries in the River Business, UABL Paraguay S.A., made a claim against a former customer in an arbitration proceeding where we claim damages for non performance under a transportation contract. On December 2, 2011 a final amount of $5,308 was awarded to the Company, which was collected on December 21, 2011. Due to the disputed nature of the claim, the Company had not recognized any income related to the claim and now since the arbitration proceeding was favorably settled and collected recognizing an income of $4,748, after deducting related legal fees of $560.

(2)   Corresponds to loss of hire insurance claims.

x)   Income taxes

The Company accounts for deferred income taxes under the liability method.  Under this method, deferred income tax assets and liabilities are established for temporary differences between the financial reporting basis and the tax basis of the Company's assets and liabilities at each period end corresponding to those jurisdictions subject to income taxes.  Deferred tax assets are recognized for all deductible temporary differences and an offsetting valuation allowance is recorded to the extent that it is not more likely than not that the deferred tax assets will be realized.  Deferred tax is measured based on tax rates and laws enacted or substantively enacted at the balance sheet date in any jurisdiction.

Income tax regulations in the different countries in which we operate are subject to interpretation by taxing authorities.  As a result, our judgment in the determination of uncertain income tax positions could be interpreted differently.  In this sense, the income tax returns of our primary income tax jurisdictions remain subject to examination by related tax authorities.  The tax returns are open to examination from 3 to 7 years.

y)   Accounting standards recently adopted

On January 1, 2012, we adopted an update issued by the Financial Accounting Standards Board, or FASB to existing guidance on the presentation of comprehensive income. This update requires the presentation of the components of net loss and other comprehensive income (loss) either in a single continuous statement or in two separate but consecutive statements. Net loss and other comprehensive income (loss) has been presented in two separate but consecutive statements for the current reporting period and prior comparative period in our consolidated financial statements.

XML

SUPPLEMENTAL GUARANTOR INFORMATION - 10Q (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2013

Dec. 31, 2012

SUPPLEMENTAL GUARANTOR INFORMATION [Abstract]

Condensed Consolidated Balance Sheet

SUPPLEMENTAL CONDENSED CONSOLIDATING BALANCE SHEET

AT JUNE 30, 2013 (UNAUDITED)

(stated in thousands of U.S. dollars)

	Parent		Combined subsidiary guarantors		Combined subsidiary non guarantors			Consolidating adjustments			Total consolidated amounts
Current assets
Receivables from related parties	$	350,450	$	46,448	$	54,628		$	(451,497	)	$	29
Restricted cash to redeem 2014 Senior Notes		182,115		-		-			-			182,115
Other current assets		83,581		77,020		77,963			-			238,564
Total current assets		616,146		123,468		132,591			(451,497	)		420,708
Noncurrent assets
Vessels and equipment, net		-		269,368		372,598			(857	)		641,109
Investment in affiliates		168,878		-		233			(168,878	)		233
Other noncurrent assets		9,031		30,828		29,445			(9,149	)		60,155
Total noncurrent assets		177,909		300,196		402,276			(178,884	)		701,497
Total assets	$	794,055	$	423,664	$	534,867		$	(630,381	)	$	1,122,205
Current liabilities
Payables to related parties	$	-	$	155,245	$	298,170		$	(451,497	)	$	1,918
2014 Senior Notes and accrued interest		181,620		-		-			-			181,620
Current portion of long-term financial debt		-		6,420		22,284			-			28,704
Other current liabilities		3,871		71,760		(11,593	)		-			64,038
Total current liabilities		185,491		233,425		308,861			(451,497	)		276,280
Noncurrent liabilities
Due to affiliates		-		9,149		-			(9,149	)		-
Long-term financial debt net of current portion		200,000		51,892		161,049			-			412,941
Other noncurrent liabilities		-		254		16,831			-			17,085
Total noncurrent liabilities		200,000		61,295		177,880			(9,149	)		430,026
Total liabilities		385,491		294,720		486,741			(460,646	)		706,306
Equity of Ultrapetrol (Bahamas) Limited		408,564		128,944		48,126			(177,070	)		408,564
Noncontrolling interest		-		-		-			7,335			7,335
Total equity		408,564		128,944		48,126			(169,735	)		415,899
Total liabilities and equity	$	794,055	$	423,664	$	534,867		$	(630,381	)	$	1,122,205

SUPPLEMENTAL CONDENSED CONSOLIDATING BALANCE SHEET

AT DECEMBER 31, 2012

(stated in thousands of U.S. dollars)

	Parent		Combined subsidiary guarantors		Combined subsidiary non guarantors		Consolidating adjustments			Total consolidated amounts
Current assets
Receivables from related parties	$	307,343	$	122,035	$	87,737	$	(517,105	)	$	10
Other current assets		201,491		66,643		38,846		-			306,980
Total current assets		508,834		188,678		126,583		(517,105	)		306,990
Noncurrent assets
Vessels and equipment, net		-		279,653		368,753		(887	)		647,519
Investment in affiliates		151,447		-		251		(151,447	)		251
Other noncurrent assets		5,171		26,032		33,275		(8,920	)		55,558
Total noncurrent assets		156,618		305,685		402,279		(161,254	)		703,328
Total assets	$	665,452	$	494,363	$	528,862	$	(678,359	)	$	1,010,318
Current liabilities
Payable to related parties	$	-	$	224,281	$	272,568	$	(493,088	)	$	3,761
Current portion of long-term financial debt		-		12,064		36,967		-			49,031
2017 Senior Convertible Notes		80,000		-		-		-			80,000
Other current liabilities		5,701		51,781		8,471		-			65,953
Total current liabilities		85,701		288,126		318,006		(493,088	)		198,745
Noncurrent liabilities
Due to affiliates		-		32,937		-		(32,937	)		-
Long-term financial debt		180,000		55,102		153,419		-			388,521
Other noncurrent liabilities		-		262		16,291		-			16,553
Total noncurrent liabilities		180,000		88,301		169,710		(32,937	)		405,074
Total liabilities		265,701		376,427		487,716		(526,025	)		603,819
Equity of Ultrapetrol (Bahamas) Limited		399,751		117,936		41,146		(159,082	)		399,751
Noncontrolling interest		-		-		-		6,748			6,748
Total equity		399,751		117,936		41,146		(152,334	)		406,499
Total liabilities and equity	$	665,452	$	494,363	$	528,862	$	(678,359	)	$	1,010,318

SUPPLEMENTAL CONDENSED CONSOLIDATING BALANCE SHEET

AT DECEMBER 31, 2012

(stated in thousands of U.S. dollars)

	Parent		Combined subsidiary guarantors		Combined subsidiary non guarantors		Consolidating adjustments			Total consolidated amounts
Current assets
Receivables from related parties	$	307,343	$	124,498	$	34,244	$	(466,075	)	$	10
Other current assets		201,491		55,084		50,405		-			306,980
Total current assets		508,834		179,582		84,649		(466,075	)		306,990
Noncurrent assets
Vessels and equipment, net		-		218,832		429,574		(887	)		647,519
Investment in affiliates		151,447		-		251		(151,447	)		251
Other noncurrent assets		5,171		17,173		42,134		(8,920	)		55,558
Total noncurrent assets		156,618		236,005		471,959		(161,254	)		703,328
Total assets	$	665,452	$	415,587	$	556,608	$	(627,329	)	$	1,010,318
Current liabilities
Payable to related parties	$	-	$	194,805	$	275,031	$	(466,075	)	$	3,761
Current portion of long-term financial debt		80,000		6,420		42,611		-			129,031
Other current liabilities		5,701		34,441		25,811		-			65,953
Total current liabilities		85,701		235,666		343,453		(466,075	)		198,745
Noncurrent liabilities
Due to affiliates	$	-	$	8,920	$	-	$	(8,920	)	$	-
Long-term financial debt		180,000		55,102		153,419		-			388,521
Other noncurrent liabilities				262		16,291		-			16,553
Total noncurrent liabilities		180,000		64,284		169,710		(8,920	)		405,074
Total liabilities		265,701		299,950		513,163		(474,995	)		603,819
Equity of Ultrapetrol (Bahamas) Limited		399,751		115,637		43,445		(159,082	)		399,751
Noncontrolling interest		-		-		-		6,748			6,748
Total equity		399,751		115,637		43,445		(152,334	)		406,499
Total liabilities and equity	$	665,452	$	415,587	$	556,608	$	(627,329	)	$	1,010,318

SUPPLEMENTAL CONDENSED CONSOLIDATING BALANCE SHEET

AT DECEMBER 31, 2011

(stated in thousands of U.S. dollars)

	Parent		Combined subsidiary guarantors		Combined subsidiary non guarantors		Consolidating adjustments			Total consolidated amounts
Current assets
Receivables from related parties	$	297,324	$	101,196	$	30,751	$	(429,214	)	$	57
Other current assets		3,773		46,055		56,248		-			106,076
Total current assets		301,097		147,251		86,999		(429,214	)		106,133
Noncurrent assets
Vessels and equipment, net		-		212,324		460,066		(945	)		671,445
Investment in affiliates		201,323		-		373		(201,323	)		373
Other noncurrent assets		6,825		7,850		63,704		(26,043	)		52,336
Total noncurrent assets		208,148		220,174		524,143		(228,311	)		724,154
Total assets	$	509,245	$	367,425	$	611,142	$	(657,525	)	$	830,287
Current liabilities
Payable to related parties	$	-	$	127,664	$	302,708	$	(429,214	)	$	1,158
Current portion of long-term financial debt		-		3,478		18,026		-			21,504
Other current liabilities		4,948		19,223		27,055		-			51,226
Total current liabilities		4,948		150,365		347,789		(429,214	)		73,888
Noncurrent liabilities
Due to affiliates	$	-	$	26,043	$	-	$	(26,043	)	$	-
Long-term financial debt		260,000		51,522		179,967		-			491,489
Other noncurrent liabilities		-		218		14,521		-			14,739
Total noncurrent liabilities		260,000		77,783		194,488		(26,043	)		506,228
Total liabilities		264,948		228,148		542,277		(455,257	)		580,116
Equity of Ultrapetrol (Bahamas) Limited		244,297		139,277		68,865		(208,142	)		244,297
Noncontrolling interest		-		-		-		5,874			5,874
Total equity		244,297		139,277		68,865		(202,268	)		250,171
Total liabilities and equity	$	509,245	$	367,425	$	611,142	$	(657,525	)	$	830,287

Condensed Consolidating Statement of Operations

SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2013 (UNAUDITED)

(stated in thousands of U.S. dollars)

	Parent			Combined subsidiary guarantors			Combined subsidiary non guarantors			Consolidating adjustments			Total consolidated amounts
Revenues	$	-		$	144,155		$	79,014		$	(23,493	)	$	199,676
Operating expenses		(3,706	)		(130,579	)		(69,710	)		23,522			(180,473	)
Operating (loss) profit		(3,706	)		13,576			9,304			29			19,203
Investment in affiliates		16,414			-			(319	)		(16,414	)		(319	)
Other (expenses) income		(5,076	)		(1,710	)		(1,890	)		-			(8,676	)
Income (loss) before income taxes		7,632			11,866			7,095			(16,385	)		10,208
Income taxes (expense) benefit		-			(858	)		(1,165	)		-			(2,023	)
Net income (loss)		7,632			11,008			5,930			(16,385	)		8,185
Net income attributable to noncontrolling interest		-			-			-			553			553
Net income (loss) attributable to Ultrapetrol (Bahamas) Limited	$	7,632		$	11,008		$	5,930		$	(16,938	)	$	7,632

SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2012 (UNAUDITED)

(stated in thousands of U.S. dollars)

	Parent			Combined subsidiary guarantors			Combined subsidiary non guarantors			Consolidating adjustments			Total consolidated amounts
Revenues	$	-		$	91,991		$	72,139		$	(20,095	)	$	144,035
Operating expenses		(3,027	)		(100,375	)		(61,393	)		20,065			(144,730	)
Operating (loss) profit		(3,027	)		(8,384	)		10,746			(30	)		(695	)
Investment in affiliates		(12,534	)		-			(666	)		12,534			(666	)
Other (expenses) income		(3,656	)		(15,125	)		(1,770	)		-			(20,551	)
(Loss) income before income taxes		(19,217	)		(23,509	)		8,310			12,504			(21,912	)
Income taxes benefit (expense)		-			2,155			985			-			3,140
Net (loss) income		(19,217	)		(21,354	)		9,295			12,504			(18,772	)
Net income attributable to noncontrolling interest		-			-			-			445			445
Net (loss) income attributable to Ultrapetrol (Bahamas) Limited	$	(19,217	)	$	(21,354	)	$	9,295		$	12,059		$	(19,217	)

SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2012

(stated in thousands of U.S. dollars)

	Parent			Combined subsidiary guarantors			Combined subsidiary non guarantors			Consolidating adjustments			Total consolidated amounts
Revenues	$	-		$	121,985		$	205,112		$	(13,928	)	$	313,169
Operating expenses		-			(133,209	)		(218,949	)		13,870			(338,288	)
Operating (loss) profit		-			(11,224	)		(13,837	)		(58	)		(25,119	)
Investment in affiliates		(49,470	)		-			(1,175	)		49,470			(1,175	)
Other (expenses) income		(14,187	)		(15,185	)		(10,067	)		-			(39,439	)
Loss before income taxes		(63,657	)		(26,409	)		(25,079	)		49,412			(65,733	)
Income taxes benefit (expense)		-			2,769			200			-			2,969
Loss from continuing operations		(63,657	)		(23,640	)		(24,879	)		49,412			(62,764	)
Loss from discontinued operations		-			-			-			-			-
Net loss		(63,657	)		(23,640	)		(24,879	)		49,412			(62,764	)
Net income attributable to noncontrolling interest		-			-			-			893			893
Net loss attributable to Ultrapetrol (Bahamas) Limited	$	(63,657	)	$	(23,640	)	$	(24,879	)	$	48,519		$	(63,657	)

SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2011

(stated in thousands of U.S. dollars)

	Parent			Combined subsidiary guarantors			Combined subsidiary non guarantors			Consolidating adjustments			Total consolidated amounts
Revenues	$	-		$	129,340		$	190,630		$	(15,488	)	$	304,482
Operating expenses		(8,490	)		(112,238	)		(179,800	)		15,430			(285,098	)
Operating (loss) profit		(8,490	)		17,102			10,830			(58	)		19,384
Investment in affiliates		(7,886	)		-			(1,073	)		7,886			(1,073	)
Other (expenses) income		(2,429	)		(23,212	)		(12,642	)		-			(38,283	)
Loss before income taxes		(18,805	)		(6,110	)		(2,885	)		7,828			(19,972	)
Income taxes benefit (expense)		-			1,550			187			-			1,737
Loss from continuing operations		(18,805	)		(4,560	)		(2,698	)		7,828			(18,235	)
Loss from discontinued operations		-			-			-			-			-
Net loss		(18,805	)		(4,560	)		(2,698	)		7,828			(18,235	)
Net income attributable to noncontrolling interest		-			-			-			570			570
Net loss attributable to Ultrapetrol (Bahamas) Limited	$	(18,805	)	$	(4,560	)	$	(2,698	)	$	7,258		$	(18,805	)

SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2010

(stated in thousands of U.S. dollars)

	Parent				Combined subsidiary guarantors			Combined subsidiary non guarantors			Consolidating adjustments			Total consolidated amounts
Revenues	$	-			$	106,014		$	133,015		$	(8,584	)	$	230,445
Operating expenses		(8,332	)			(89,245	)		(122,676	)		8,526			(211,727	)
Operating (loss) profit		(8,332	)			16,769			10,339			(58	)		18,718
Investment in affiliates		8,153		(1)		-			(341	)		(8,153	)		(341	)
Other (expenses) income		(5,192	)			(1,197	)		(10,030	)		-			(16,419	)
Loss before income taxes		(5,371	)			15,572			(32	)		(8,211	)		1,958
Income taxes benefit (expense)		-				313			(6,676	)		-			(6,363	)
Loss from continuing operations		(5,371	)			15,885			(6,708	)		(8,211	)		(4,405	)
Loss from discontinued operations		-				-			(515	)		-			(515	)
Net loss		(5,371	)			15,885			(7,223	)		(8,211	)		(4,920	)
Net income attributable to noncontrolling interest		-				-			-			451			451
Net loss attributable to Ultrapetrol (Bahamas) Limited	$	(5,371	)		$	15,885		$	(7,223	)	$	(8,662	)	$	(5,371	)

(1) Includes a loss of $515 related to discontinued operations.

Condensed Consolidating Statement of Cash Flow

SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF CASH FLOW

FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2013 (UNAUDITED)

(stated in thousands of U.S. dollars)

	Parent			Combined subsidiary guarantors			Combined subsidiary non guarantors			Consolidating adjustments			Total consolidated amounts
Net income (loss)	$	8,185		$	11,008		$	6,483		$	(17,491	)	$	8,185
Adjustments to reconcile net (loss) income to net cash provided by (used in)operating activities		(13,318	)		18,816			(20,000	)		17,491			2,989
Net cash (used in) provided by operating activities		(5,133	)		29,824			(13,517	)		-			11,174
Intercompany sources		(43,107	)		6,551			60,344			(23,788	)		-
Non-subsidiary sources		-			(5,647	)		(5,556	)		-			(11,203	)
Net cash (used in) provided by investing activities		(43,107	)		904			54,788			(23,788	)		(11,203	)
Intercompany sources		-			(23,788	)		-			23,788			-
Non-subsidiary sources		(69,497	)		(2,851	)		(18,523	)		-			(90,871	)
Net cash provided by (used in) financing activities		(69,497	)		(26,639	)		(18,523	)		23,788			(90,871	)
Net (decrease) increase in cash and cash equivalents	$	(117,737	)	$	4,089		$	22,748		$	-		$	(90,900	)

SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF CASH FLOW

FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2012 (UNAUDITED)

(stated in thousands of U.S. dollars)

	Parent			Combined subsidiary guarantors			Combined subsidiary non guarantors			Consolidating adjustments			Total consolidated amounts
Net (loss) income	$	(18,772	)	$	(21,354	)	$	9,740		$	11,614		$	(18,772	)
Adjustments to reconcile net (loss) income to net cash provided by (used in)operating activities		13,280			48,154			(34,345	)		(11,614	)		15,475
Net cash (used in) provided by operating activities		(5,492	)		26,800			(24,605	)		-			(3,297	)
Intercompany sources		2,896			19,359			(23,064	)		809			-
Non-subsidiary sources		-			(72,184	)		50,232			-			(21,952	)
Net cash (used in) provided by investing activities		2,896			(52,825	)		27,168			809			(21,952	)
Intercompany sources		-			4,209			(3,400	)		(809	)		-
Non-subsidiary sources		-			8,836			444			-			9,280
Net cash provided by (used in) financing activities		-			13,045			(2,956	)		(809	)		9,280
Net decrease in cash and cash equivalents	$	(2,596	)	$	(12,980	)	$	(393	)	$	-		$	(15,969	)

SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF CASH FLOW

FOR THE YEAR ENDED DECEMBER 31, 2012

(stated in thousands of U.S. dollars)

	Parent		Combined subsidiary guarantors		Combined subsidiary non guarantors		Consolidating adjustments		Total consolidated amounts
Net loss	$	(62,764)	$	(23,640)	$	(23,986)	$	47,626	$	(62,764)
Loss from discontinued operations		-		-		-		-		-
Adjustments to reconcile net loss to net cash (used in) provided by operating activities from continuing operations		51,532		(1,935)		56,858		(47,626)		58,829
Net cash (used in) provided by operating activities from continuing operations		(11,232)		(25,575)		32,872		-		(3,935)
Net cash (used in) operating activities from discontinued operations		-		-		-		-		-
Net cash (used in) provided by operating activities		(11,232)		(25,575)		32,872		-		(3,935)
Intercompany sources		(10,019)		43,839		(16,697)		(17,123)		-
Non-subsidiary sources		-		(14,985)		(17,528)		-		(32,513)
Net cash (used in) provided by investing activities		(10,019)		28,854		(34,225)		(17,123)		(32,513)
Intercompany sources		-		(17,123)		-		17,123		-
Non-subsidiary sources		219,122		6,315		(870)		-		224,567
Net cash (used in) provided by financing activities		219,122		(10,808)		(870)		17,123		224,567
Net increase (decrease) in cash and cash equivalents	$	197,871	$	(7,529)	$	(2,223)	$	-	$	188,119

SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF CASH FLOW

FOR THE YEAR ENDED DECEMBER 31, 2011

(stated in thousands of U.S. dollars)

	Parent			Combined subsidiary guarantors			Combined subsidiary non guarantors			Consolidating adjustments			Total consolidated amounts
Net loss	$	(18,235	)	$	(4,560	)	$	(2,128	)	$	6,688		$	(18,235	)
Loss from discontinued operations		-			-			-			-			-
Adjustments to reconcile net loss to net cash (used in) provided by operating activities from continuing operations		12,134			21,396			6,165			(6,688	)		33,007
Net cash (used in) provided by operating activities from continuing operations		(6,101	)		16,836			4,037			-			14,772
Net cash (used in) operating activities from discontinued operations		-			-			(15	)		-			(15	)
Net cash (used in) provided by operating activities		(6,101	)		16,836			4,022			-			14,757
Intercompany sources		(17,947	)		(1,322	)		(6,774	)		26,043			-
Non-subsidiary sources		-			(42,907	)		(54,956	)		-			(97,863	)
Net cash (used in) investing activities		(17,947	)		(44,229	)		(61,730	)		26,043			(97,863	)
Intercompany sources		-			26,043			-			(26,043	)		-
Non-subsidiary sources		(15,000	)		14,963			11,669			-			11,632
Net cash (used in) provided by financing activities		(15,000	)		41,006			11,669			(26,043	)		11,632
Net increase (decrease) in cash and cash equivalents	$	(39,048	)	$	13,613		$	(46,039	)	$	-		$	(71,474	)

SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF CASH FLOW

FOR THE YEAR ENDED DECEMBER 31, 2010

(stated in thousands of U.S. dollars)

	Parent			Combined subsidiary guarantors			Combined subsidiary non guarantors			Consolidating adjustments			Total consolidated amounts
Net (loss) income	$	(4,920	)	$	13,169		$	5,307		$	(18,476	)	$	(4,920	)
Loss from discontinued operations		-			-			515			-			515
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities from continuing operations		(1,601	)		(2,539	)		10,913			18,476			25,249
Net cash (used in) provided by operating activities from continuing operations		(6,521	)		10,630			16,735			-			20,844
Net cash (used in) operating activities from discontinued operations		-			-			(1,950	)		-			(1,950	)
Net cash (used in) provided by operating activities		(6,521	)		10,630			14,785			-			18,894
Intercompany sources		(60,822	)		(16,189	)		-			77,011			-
Non-subsidiary sources		-			(3,850	)		(52,239	)		-			(56,089	)
Net cash (used in) investing activities from continuing operations		(60,822	)		(20,039	)		(52,239	)		77,011			(56,089	)
Net cash provided by investing activities from discontinued operations		-			-			1,950			-			1,950
Net cash (used in) investing activities		(60,822	)		(20,039	)		(50,289	)		77,011			(54,139	)
Intercompany sources		-			-			77,011			(77,011	)		-
Non-subsidiary sources		75,281			-			12,333			-			87,614
Net cash provided by financing activities		75,281			-			89,344			(77,011	)		87,614
Net increase (decrease) in cash and cash equivalents	$	7,938		$	(9,409	)	$	53,840		$	-		$	52,369

XML

CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) In Thousands, except Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2012		Dec. 31, 2011		Dec. 31, 2010
CONSOLIDATED STATEMENTS OF OPERATIONS [Abstract]
REVENUES	$ 313,169		$ 304,482		$ 230,445
OPERATING EXPENSES (1)
Voyage and manufacturing expenses	(126,368)	[1]	(112,252)	[1]	(61,583)	[1]
Running costs	(128,059)	[1]	(112,355)	[1]	(89,339)	[1]
Depreciation and amortization	(43,852)	[1]	(39,144)	[1]	(34,371)	[1]
Administrative and commercial expenses	(32,385)	[1]	(29,604)	[1]	(27,051)	[1]
Loss on write-down of vessels	(16,000)	[1]	0	[1]	0	[1]
Other operating income, net	8,376	[1]	8,257	[1]	617	[1]
Operating expenses	(338,288)	[1]	(285,098)	[1]	(211,727)	[1]
Operating profit (loss)	(25,119)		19,384		18,718
OTHER INCOME (EXPENSES)
Financial expense	(35,793)		(35,426)		(25,925)
Financial loss on extinguishment of debt	(940)		0		0
Foreign currency (losses) gains, net	(2,051)		(2,552)		(492)
Financial income	6		332		399
(Loss) gains on derivatives, net	0		(16)		10,474
Investments in affiliates	(1,175)		(1,073)		(341)
Other, net	(661)		(621)		(875)
Total other income (expenses)	(40,614)		(39,356)		(16,760)
(Loss) Income from continuing operations before income taxes	(65,733)		(19,972)		1,958
Income taxes benefit (expense)	2,969		1,737		(6,363)
Loss from continuing operations	(62,764)		(18,235)		(4,405)
Loss from discontinued operations	0		0		(515)
Net income (loss)	(62,764)		(18,235)		(4,920)
Net income attributable to noncontrolling interest	893		570		451
Net income (loss) attributable to Ultrapetrol (Bahamas) Limited	(63,657)		(18,805)		(5,371)
Amounts attributable to Ultrapetrol (Bahamas) Limited:
Loss from continuing operations	(63,657)		(18,805)		(4,856)
Loss from discontinued operations	0		0		(515)
Net loss attributable to Ultrapetrol (Bahamas) Limited	$ (63,657)		$ (18,805)		$ (5,371)
(LOSS) PER SHARE OF ULTRAPETROL (BAHAMAS) LIMITED - BASIC AND DILUTED:
From continuing operations (in dollars per share)	$ (1.80)		$ (0.64)		$ (0.16)
From discontinued operations (in dollars per share)	$ 0		$ 0		$ (0.02)
Basic and diluted earnings per share (in dollars per share)	$ (1.80)		$ (0.64)		$ (0.18)
Basic and diluted weighted average number of shares (in shares)	35,382,913		29,547,365		29,525,025

[1] Operating expenses included $2,753, $4,622 and $1,542 in 2012, 2011 and 2010, respectively, from related parties.

XML

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2013		Dec. 31, 2012	Jun. 30, 2012	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
CURRENT ASSETS
Cash and cash equivalents	$ 131,315		$ 222,215	$ 18,127	$ 34,096	$ 105,570	$ 53,201
Restricted cash to redeem 2014 Senior Notes (Note 3)	182,115		0
Restricted cash	8,903		5,968		6,819
Accounts receivable, net of allowance for doubtful accounts of $2,321 and $1,916 in 2013 and 2012, respectively	46,954		36,487		30,993
Operating supplies and inventories	18,039		13,638		4,520
Prepaid expenses	6,807		5,973		3,212
Other receivables	26,575		22,532		26,392
Other current assets	0		177		101
Total current assets	420,708		306,990		106,133
NONCURRENT ASSETS
Other receivables	23,026		22,758		15,370
Restricted cash	1,466		1,464		1,483
Vessels and equipment, net	641,109		647,519		671,445
Dry dock	6,056		4,238		5,088
Investments in and receivables from affiliates	4,305		4,282		6,851	6,824
Intangible assets	713		801		976
Goodwill	5,015		5,015		5,015
Other assets	14,847		10,214		12,573
Deferred income tax assets	4,960		7,037		5,353
Total noncurrent assets	701,497		703,328		724,154
Total assets	1,122,205		1,010,318		830,287
CURRENT LIABILITIES
Accounts payable	31,826		32,450		32,824
Customer advances	16,473		15,175		19
Payable to related parties	1,918		3,761		1,158
Accrued interest	1,703		4,858		4,769
2014 Senior Notes and accrued interest (Note 3)	181,620		0		0
Current portion of long-term financial debt	28,704	[1]	49,031		21,504
2017 Senior Convertible Notes (Note 3)	0		80,000		0
Other current liabilities	14,036		13,470		13,614
Total current liabilities	276,280		198,745		73,888
NONCURRENT LIABILITIES
Long-term financial debt	412,941		388,521		491,489
Deferred income tax liabilities	12,217		12,441		12,951
Other liabilities	1,084		2,026		1,788
Deferred gain	3,784		2,086		0
Total noncurrent liabilities	430,026		405,074		506,228
Total liabilities	706,306		603,819		580,116
EQUITY
Common stock, $0.01 par value: 250,000,000 authorized shares; 140,419,487 shares outstanding in 2013 and 2012	1,443		1,443		339
Additional paid-in capital	490,981		490,850		272,302
Treasury stock: 3,923,094 shares at cost	(19,488)		(19,488)		(19,488)
Accumulated deficit	(62,844)		(70,476)		(6,819)
Accumulated other comprehensive income (loss)	(1,528)		(2,578)		(2,037)
Total Ultrapetrol (Bahamas) Limited stockholders' equity	408,564		399,751		244,297
Noncontrolling interest	7,335		6,748		5,874
Total equity	415,899		406,499	231,773	250,171	268,794	288,583
Total liabilities and equity	$ 1,122,205		$ 1,010,318		$ 830,287

[1] Excludes the 2014 Senior Notes which were disclosed as current liabilities in the unaudited condensed consolidated balance sheet under the caption "2014 Senior Notes and accrued interest". See Note 3.a).

XML

INCOME TAXES - 10Q

6 Months Ended

12 Months Ended

Jun. 30, 2013

Dec. 31, 2012

INCOME TAXES - 10Q [Abstract]

INCOME TAXES

9. INCOME TAXES

The Company operates through its subsidiaries, which are subject to several tax jurisdictions, as follows:

a) Bahamas

The earnings from shipping operations were derived from sources outside the Bahamas and such earnings were not subject to Bahamian taxes.

b) Panama

The earnings from shipping operations were derived from sources outside Panama and such earnings were not subject to Panamanian taxes.

c) Paraguay

Our subsidiaries in Paraguay are subject to Paraguayan corporate income taxes.

d) Argentina

Our subsidiaries in Argentina are subject to Argentine corporate income taxes.

In Argentina, the tax on minimum presumed income ("TOMPI"), supplements income tax since it applies a minimum tax on the potential income from certain income generating-assets at a 1% tax rate. The Companies' tax obligation in any given year will be the higher of these two tax amounts. However, if in any given tax year TOMPI exceeds income tax, such excess may be computed as payment on account of any excess of income tax over TOMPI that may arise in any of the ten following years.

e) Brazil

Our subsidiaries in Brazil are subject to Brazilian corporate income taxes.

Income taxes in Brazil include federal income tax and social contribution (which is an additional federal income tax). Income tax is computed at the rate of 15%, plus a surtax of 10% on the amount that exceeds Brazilian reais 240,000 (equivalent to $108 at June 30, 2013) based on pretax income, adjusted for additions and exclusions established by the Brazilian tax legislation. Social contribution is calculated at the rate of 9%, on pretax income, in conformity with the tax law.

UP Offshore Apoio Maritimo Ltda., has foreign currency exchange gains recognized for tax purposes only in the period the debt (including intercompany transactions) is extinguished. A deferred income tax liability is recognized in the period the foreign currency exchange rate changes equal to the future taxable income at the applicable tax rate.

f) Chile

Our subsidiary in the Ocean Business, Corporación de Navegación Mundial S.A. (Cor.Na.Mu.S.A.) is subject to Chilean corporate income taxes.

g) United Kingdom (UK)

Our subsidiary in the Offshore Supply Business, UP Offshore (UK) Limited, is not subject to corporate income tax in the United Kingdom, rather, it qualifies under UK tonnage tax rules and pays a flat rate based on the net tonnage of qualifying PSVs.

h) United States of America (US)

Under the US Internal Revenue Code of 1986, as amended, or the Code, 50% of the gross shipping income of our vessel owning or chartering subsidiaries attributable to transportation that begins or ends, but that does not both begin and end, in the US are characterized as US source shipping income. Such income is subject to 4% US federal income tax without allowance for deduction, unless our subsidiaries qualify for exemption from tax under Section 883 of the Code and the Treasury Regulations promulgated thereunder.

For the six-month period ended June 30, 2013, our subsidiaries did not derive any US source shipping income. Therefore our subsidiaries are not subject to any U.S. federal income taxes, except our ship management services provided by Ravenscroft.

9.   INCOME TAXES

The Company operates through its subsidiaries, which are subject to several tax jurisdictions, as follows:

a)   Bahamas

The earnings from shipping operations were derived from sources outside the Bahamas and such earnings were not subject to Bahamian taxes.

b)   Panama

The earnings from shipping operations were derived from sources outside Panama and such earnings were not subject to Panamanian taxes.

c)   Paraguay

Our subsidiaries in Paraguay are subject to Paraguayan corporate income taxes.

d)   Argentina

Our subsidiaries in Argentina are subject to Argentine corporate income taxes.

In Argentina, the tax on minimum presumed income ("TOMPI"), supplements income tax since it applies a minimum tax on the potential income from certain income generating-assets at a 1% tax rate.  The Companies' tax obligation in any given year will be the higher of these two tax amounts.  However, if in any given tax year TOMPI exceeds income tax, such excess may be computed as payment on account of any excess of income tax over TOMPI that may arise in any of the ten following years.

e)   Brazil

Our subsidiaries in Brazil are subject to Brazilian corporate income taxes.

Income taxes in Brazil include federal income tax and social contribution (which is an additional federal income tax). Income tax is computed at the rate of 15%, plus a surtax of 10% on the amount that exceeds Brazilian reais 240,000 (equivalent to $117 at December 31, 2012) based on pretax income, adjusted for additions and exclusions established by the Brazilian tax legislation. Social contribution is calculated at the rate of 9%, on pretax income, in conformity with the tax law.

UP Offshore Apoio Maritimo Ltda., has foreign currency exchange gains recognized for tax purposes only in the period the debt (including intercompany transactions) is extinguished.  A deferred income tax liability is recognized in the period the foreign currency exchange rate changes equal to the future taxable income at the applicable tax rate.

f)   Chile

Our subsidiary in the Ocean Business, Corporación de Navegación Mundial S.A. (Cor.Na.Mu.S.A.) is subject to Chilean corporate income taxes.

g)   United Kingdom (UK)

Our subsidiary in the Offshore Supply Business, UP Offshore (UK) Limited, is not subject to corporate income tax in the United Kingdom, rather, it qualifies under UK tonnage tax rules and pays a flat rate based on the net tonnage of qualifying PSVs.

h)   United States of America (US)

Under the U.S. Internal Revenue Code of 1986, as amended, or the Code, 50% of the gross shipping income of our vessel owning or chartering subsidiaries attributable to transportation that begins or ends, but that does not both begin and end, in the U.S. are characterized as U.S. source shipping income.  Such income is subject to 4% U.S. federal income tax without allowance for deduction, unless our subsidiaries qualify for exemption from tax under Section 883 of the Code and the Treasury Regulations promulgated thereunder.

For the three years in the period ended December 31, 2012, our subsidiaries did not derive any US source shipping income.  Therefore our subsidiaries are not subject to any U.S. federal income taxes, except our ship management services provided by Ravenscroft.

Income tax expense (benefit) from continuing operations (which includes TOMPI) is comprised of:

	For the years ended December 31,
	2012			2011			2010
Current income tax expense	$	1,385		$	1,904		$	4,529
Deferred income tax (benefit) expense		(4,354	)		(3,641	)		1,834
	$	(2,969	)	$	(1,737	)	$	6,363

Ultrapetrol's pre-tax income for the three years in the period ended December 31, 2012 was taxed in foreign jurisdictions (principally Argentina, Brazil and Paraguay).

The table below shows for each jurisdiction's total income tax expense and statutory tax rate:

	For the years ended December 31,
	2012			2011			2010
Brazil (34%)	$	7		$	-		$	1,723
Argentina (35%)		1,255			1,110			623
Paraguay (10%)		48			403			1,725
Others		75			391			458
Current income tax expense		1,385			1,904			4,529
Deferred income tax (benefit) expense		(4,354	)		(3,641	)		1,834
Income tax (benefit) expense	$	(2,969	)	$	(1,737	)	$	6,363

Reconciliation of income tax expense (benefit) to taxes calculated based on the statutory tax rate is as follows:

	For the years ended December 31,
	2012			2011			2010
(Loss) income from continuing operations before income taxes	$	(65,733	)	$	(19,972	)	$	1,958
Sources not subject to income tax		51,203			20,835			8,609
		(14,530	)		863			10,567
Tax rate		35	%		35	%		35	%
Tax (benefit) expense at statutory tax rate		(5,085	)		302			3,698
Rate differential		348			(184	)		(306	)
Change in valuation allowance		1,549			197			1,215
Effects of foreign exchange changes related to our foreign subsidiaries		(1,479	)		(4,020	)		1,174
Income tax witholding in foreign jurisdictions		825			572			349
Others		873			1,396			233
Income tax (benefit) expense	$	(2,969	)	$	(1,737	)	$	6,363

The Company's deferred income tax assets have been reduced by intercompany profits from the sale of river barges within the group.  The Company has deferred income tax expense in Argentina in 2012 and 2011 amounting to $2,541 and $ 4,630, respectively and recognizes them as income tax expense as the river barges are consumed through using.  The balance as of December 31, 2012 of $ 7,010 was reflected as non-current assets.

At December 31, 2012, Argentinean subsidiaries had a consolidated credit related to TOMPI of $4,068 that expires from 2013 through 2022.  At December 31, 2012, Argentinean subsidiaries had accumulated benefit from tax loss carryforwards ("NOLs") for a consolidated total of $7,110 that expire from 2013 through 2017.  The Company believes it is more likely than not that the Company's subsidiaries NOLs and TOMPI credit, with exception of $2,192 of NOLs and $703 of TOMPI credit, will be utilized through the turnaround of existing temporary differences, future taxable income, tax strategies or a combination thereof.

As of December 31, 2012, the valuation allowance for deferred tax assets is increase from $1,346 in 2011 to $2,895 in 2012, principally related with the increase in the Argentinean subsidiaries.

At December 31, 2012, the Brazilian subsidiaries had benefit from NOLs for a consolidated total of $1,678 that do not expire but the usage is limited to 30% of the taxable income in any year.

The components of net deferred income tax liabilities included on the balance sheets were as follows:

	At December 31,
	2012			2011
Deferred income tax assets
Other, deferred income tax current assets	$	109		$	286
NOLs		8,788			2,339
TOMPI credit		4,068			3,694
Other		421			3,453
Total deferred income tax noncurrent assets		13,277			9,486
Valuation allowance of deferred income tax assets		(2,895	)		(1,346	)
Net deferred income tax noncurrent assets		10,382			8,140
Deferred income tax liabilities
Vessels and equipment, net		13,176			11,292
Intangible assets		272			332
Unrealized exchange differences		2,120			3,851
Other		220			263
Total deferred income tax noncurrent liabilities		15,788			15,738
Net deferred income tax liabilities	$	(5,297	)	$	(7,312	)

As of January 1, 2012 and 2011, and for the years ended December 31, 2012 and 2011, the Company did not have any unrecognized tax positions.  In addition, the Company does not expect to hold unrecognized tax positions within the next twelve months.  Furthermore, the Company has elected to classify interest and penalties related to unrecognized tax positions, if and when required, as part of financial and operating expenses, respectively, in the consolidated statements of operations.  For the years ended December 31, 2012 and 2011, the Company has no accrued interest and penalties related to unrecognized tax positions.

XML

SUPPLEMENTAL GUARANTOR INFORMATION (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2013

Dec. 31, 2012

SUPPLEMENTAL GUARANTOR INFORMATION [Abstract]

Condensed Consolidated Balance Sheet

SUPPLEMENTAL CONDENSED CONSOLIDATING BALANCE SHEET

AT JUNE 30, 2013 (UNAUDITED)

(stated in thousands of U.S. dollars)

	Parent		Combined subsidiary guarantors		Combined subsidiary non guarantors			Consolidating adjustments			Total consolidated amounts
Current assets
Receivables from related parties	$	350,450	$	46,448	$	54,628		$	(451,497	)	$	29
Restricted cash to redeem 2014 Senior Notes		182,115		-		-			-			182,115
Other current assets		83,581		77,020		77,963			-			238,564
Total current assets		616,146		123,468		132,591			(451,497	)		420,708
Noncurrent assets
Vessels and equipment, net		-		269,368		372,598			(857	)		641,109
Investment in affiliates		168,878		-		233			(168,878	)		233
Other noncurrent assets		9,031		30,828		29,445			(9,149	)		60,155
Total noncurrent assets		177,909		300,196		402,276			(178,884	)		701,497
Total assets	$	794,055	$	423,664	$	534,867		$	(630,381	)	$	1,122,205
Current liabilities
Payables to related parties	$	-	$	155,245	$	298,170		$	(451,497	)	$	1,918
2014 Senior Notes and accrued interest		181,620		-		-			-			181,620
Current portion of long-term financial debt		-		6,420		22,284			-			28,704
Other current liabilities		3,871		71,760		(11,593	)		-			64,038
Total current liabilities		185,491		233,425		308,861			(451,497	)		276,280
Noncurrent liabilities
Due to affiliates		-		9,149		-			(9,149	)		-
Long-term financial debt net of current portion		200,000		51,892		161,049			-			412,941
Other noncurrent liabilities		-		254		16,831			-			17,085
Total noncurrent liabilities		200,000		61,295		177,880			(9,149	)		430,026
Total liabilities		385,491		294,720		486,741			(460,646	)		706,306
Equity of Ultrapetrol (Bahamas) Limited		408,564		128,944		48,126			(177,070	)		408,564
Noncontrolling interest		-		-		-			7,335			7,335
Total equity		408,564		128,944		48,126			(169,735	)		415,899
Total liabilities and equity	$	794,055	$	423,664	$	534,867		$	(630,381	)	$	1,122,205

SUPPLEMENTAL CONDENSED CONSOLIDATING BALANCE SHEET

AT DECEMBER 31, 2012

(stated in thousands of U.S. dollars)

	Parent		Combined subsidiary guarantors		Combined subsidiary non guarantors		Consolidating adjustments			Total consolidated amounts
Current assets
Receivables from related parties	$	307,343	$	122,035	$	87,737	$	(517,105	)	$	10
Other current assets		201,491		66,643		38,846		-			306,980
Total current assets		508,834		188,678		126,583		(517,105	)		306,990
Noncurrent assets
Vessels and equipment, net		-		279,653		368,753		(887	)		647,519
Investment in affiliates		151,447		-		251		(151,447	)		251
Other noncurrent assets		5,171		26,032		33,275		(8,920	)		55,558
Total noncurrent assets		156,618		305,685		402,279		(161,254	)		703,328
Total assets	$	665,452	$	494,363	$	528,862	$	(678,359	)	$	1,010,318
Current liabilities
Payable to related parties	$	-	$	224,281	$	272,568	$	(493,088	)	$	3,761
Current portion of long-term financial debt		-		12,064		36,967		-			49,031
2017 Senior Convertible Notes		80,000		-		-		-			80,000
Other current liabilities		5,701		51,781		8,471		-			65,953
Total current liabilities		85,701		288,126		318,006		(493,088	)		198,745
Noncurrent liabilities
Due to affiliates		-		32,937		-		(32,937	)		-
Long-term financial debt		180,000		55,102		153,419		-			388,521
Other noncurrent liabilities		-		262		16,291		-			16,553
Total noncurrent liabilities		180,000		88,301		169,710		(32,937	)		405,074
Total liabilities		265,701		376,427		487,716		(526,025	)		603,819
Equity of Ultrapetrol (Bahamas) Limited		399,751		117,936		41,146		(159,082	)		399,751
Noncontrolling interest		-		-		-		6,748			6,748
Total equity		399,751		117,936		41,146		(152,334	)		406,499
Total liabilities and equity	$	665,452	$	494,363	$	528,862	$	(678,359	)	$	1,010,318

SUPPLEMENTAL CONDENSED CONSOLIDATING BALANCE SHEET

AT DECEMBER 31, 2012

(stated in thousands of U.S. dollars)

	Parent		Combined subsidiary guarantors		Combined subsidiary non guarantors		Consolidating adjustments			Total consolidated amounts
Current assets
Receivables from related parties	$	307,343	$	124,498	$	34,244	$	(466,075	)	$	10
Other current assets		201,491		55,084		50,405		-			306,980
Total current assets		508,834		179,582		84,649		(466,075	)		306,990
Noncurrent assets
Vessels and equipment, net		-		218,832		429,574		(887	)		647,519
Investment in affiliates		151,447		-		251		(151,447	)		251
Other noncurrent assets		5,171		17,173		42,134		(8,920	)		55,558
Total noncurrent assets		156,618		236,005		471,959		(161,254	)		703,328
Total assets	$	665,452	$	415,587	$	556,608	$	(627,329	)	$	1,010,318
Current liabilities
Payable to related parties	$	-	$	194,805	$	275,031	$	(466,075	)	$	3,761
Current portion of long-term financial debt		80,000		6,420		42,611		-			129,031
Other current liabilities		5,701		34,441		25,811		-			65,953
Total current liabilities		85,701		235,666		343,453		(466,075	)		198,745
Noncurrent liabilities
Due to affiliates	$	-	$	8,920	$	-	$	(8,920	)	$	-
Long-term financial debt		180,000		55,102		153,419		-			388,521
Other noncurrent liabilities				262		16,291		-			16,553
Total noncurrent liabilities		180,000		64,284		169,710		(8,920	)		405,074
Total liabilities		265,701		299,950		513,163		(474,995	)		603,819
Equity of Ultrapetrol (Bahamas) Limited		399,751		115,637		43,445		(159,082	)		399,751
Noncontrolling interest		-		-		-		6,748			6,748
Total equity		399,751		115,637		43,445		(152,334	)		406,499
Total liabilities and equity	$	665,452	$	415,587	$	556,608	$	(627,329	)	$	1,010,318

SUPPLEMENTAL CONDENSED CONSOLIDATING BALANCE SHEET

AT DECEMBER 31, 2011

(stated in thousands of U.S. dollars)

	Parent		Combined subsidiary guarantors		Combined subsidiary non guarantors		Consolidating adjustments			Total consolidated amounts
Current assets
Receivables from related parties	$	297,324	$	101,196	$	30,751	$	(429,214	)	$	57
Other current assets		3,773		46,055		56,248		-			106,076
Total current assets		301,097		147,251		86,999		(429,214	)		106,133
Noncurrent assets
Vessels and equipment, net		-		212,324		460,066		(945	)		671,445
Investment in affiliates		201,323		-		373		(201,323	)		373
Other noncurrent assets		6,825		7,850		63,704		(26,043	)		52,336
Total noncurrent assets		208,148		220,174		524,143		(228,311	)		724,154
Total assets	$	509,245	$	367,425	$	611,142	$	(657,525	)	$	830,287
Current liabilities
Payable to related parties	$	-	$	127,664	$	302,708	$	(429,214	)	$	1,158
Current portion of long-term financial debt		-		3,478		18,026		-			21,504
Other current liabilities		4,948		19,223		27,055		-			51,226
Total current liabilities		4,948		150,365		347,789		(429,214	)		73,888
Noncurrent liabilities
Due to affiliates	$	-	$	26,043	$	-	$	(26,043	)	$	-
Long-term financial debt		260,000		51,522		179,967		-			491,489
Other noncurrent liabilities		-		218		14,521		-			14,739
Total noncurrent liabilities		260,000		77,783		194,488		(26,043	)		506,228
Total liabilities		264,948		228,148		542,277		(455,257	)		580,116
Equity of Ultrapetrol (Bahamas) Limited		244,297		139,277		68,865		(208,142	)		244,297
Noncontrolling interest		-		-		-		5,874			5,874
Total equity		244,297		139,277		68,865		(202,268	)		250,171
Total liabilities and equity	$	509,245	$	367,425	$	611,142	$	(657,525	)	$	830,287

Condensed Consolidating Statement of Operations

SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2013 (UNAUDITED)

(stated in thousands of U.S. dollars)

	Parent			Combined subsidiary guarantors			Combined subsidiary non guarantors			Consolidating adjustments			Total consolidated amounts
Revenues	$	-		$	144,155		$	79,014		$	(23,493	)	$	199,676
Operating expenses		(3,706	)		(130,579	)		(69,710	)		23,522			(180,473	)
Operating (loss) profit		(3,706	)		13,576			9,304			29			19,203
Investment in affiliates		16,414			-			(319	)		(16,414	)		(319	)
Other (expenses) income		(5,076	)		(1,710	)		(1,890	)		-			(8,676	)
Income (loss) before income taxes		7,632			11,866			7,095			(16,385	)		10,208
Income taxes (expense) benefit		-			(858	)		(1,165	)		-			(2,023	)
Net income (loss)		7,632			11,008			5,930			(16,385	)		8,185
Net income attributable to noncontrolling interest		-			-			-			553			553
Net income (loss) attributable to Ultrapetrol (Bahamas) Limited	$	7,632		$	11,008		$	5,930		$	(16,938	)	$	7,632

SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2012 (UNAUDITED)

(stated in thousands of U.S. dollars)

	Parent			Combined subsidiary guarantors			Combined subsidiary non guarantors			Consolidating adjustments			Total consolidated amounts
Revenues	$	-		$	91,991		$	72,139		$	(20,095	)	$	144,035
Operating expenses		(3,027	)		(100,375	)		(61,393	)		20,065			(144,730	)
Operating (loss) profit		(3,027	)		(8,384	)		10,746			(30	)		(695	)
Investment in affiliates		(12,534	)		-			(666	)		12,534			(666	)
Other (expenses) income		(3,656	)		(15,125	)		(1,770	)		-			(20,551	)
(Loss) income before income taxes		(19,217	)		(23,509	)		8,310			12,504			(21,912	)
Income taxes benefit (expense)		-			2,155			985			-			3,140
Net (loss) income		(19,217	)		(21,354	)		9,295			12,504			(18,772	)
Net income attributable to noncontrolling interest		-			-			-			445			445
Net (loss) income attributable to Ultrapetrol (Bahamas) Limited	$	(19,217	)	$	(21,354	)	$	9,295		$	12,059		$	(19,217	)

SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2012

(stated in thousands of U.S. dollars)

	Parent			Combined subsidiary guarantors			Combined subsidiary non guarantors			Consolidating adjustments			Total consolidated amounts
Revenues	$	-		$	121,985		$	205,112		$	(13,928	)	$	313,169
Operating expenses		-			(133,209	)		(218,949	)		13,870			(338,288	)
Operating (loss) profit		-			(11,224	)		(13,837	)		(58	)		(25,119	)
Investment in affiliates		(49,470	)		-			(1,175	)		49,470			(1,175	)
Other (expenses) income		(14,187	)		(15,185	)		(10,067	)		-			(39,439	)
Loss before income taxes		(63,657	)		(26,409	)		(25,079	)		49,412			(65,733	)
Income taxes benefit (expense)		-			2,769			200			-			2,969
Loss from continuing operations		(63,657	)		(23,640	)		(24,879	)		49,412			(62,764	)
Loss from discontinued operations		-			-			-			-			-
Net loss		(63,657	)		(23,640	)		(24,879	)		49,412			(62,764	)
Net income attributable to noncontrolling interest		-			-			-			893			893
Net loss attributable to Ultrapetrol (Bahamas) Limited	$	(63,657	)	$	(23,640	)	$	(24,879	)	$	48,519		$	(63,657	)

SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2011

(stated in thousands of U.S. dollars)

	Parent			Combined subsidiary guarantors			Combined subsidiary non guarantors			Consolidating adjustments			Total consolidated amounts
Revenues	$	-		$	129,340		$	190,630		$	(15,488	)	$	304,482
Operating expenses		(8,490	)		(112,238	)		(179,800	)		15,430			(285,098	)
Operating (loss) profit		(8,490	)		17,102			10,830			(58	)		19,384
Investment in affiliates		(7,886	)		-			(1,073	)		7,886			(1,073	)
Other (expenses) income		(2,429	)		(23,212	)		(12,642	)		-			(38,283	)
Loss before income taxes		(18,805	)		(6,110	)		(2,885	)		7,828			(19,972	)
Income taxes benefit (expense)		-			1,550			187			-			1,737
Loss from continuing operations		(18,805	)		(4,560	)		(2,698	)		7,828			(18,235	)
Loss from discontinued operations		-			-			-			-			-
Net loss		(18,805	)		(4,560	)		(2,698	)		7,828			(18,235	)
Net income attributable to noncontrolling interest		-			-			-			570			570
Net loss attributable to Ultrapetrol (Bahamas) Limited	$	(18,805	)	$	(4,560	)	$	(2,698	)	$	7,258		$	(18,805	)

SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2010

(stated in thousands of U.S. dollars)

	Parent				Combined subsidiary guarantors			Combined subsidiary non guarantors			Consolidating adjustments			Total consolidated amounts
Revenues	$	-			$	106,014		$	133,015		$	(8,584	)	$	230,445
Operating expenses		(8,332	)			(89,245	)		(122,676	)		8,526			(211,727	)
Operating (loss) profit		(8,332	)			16,769			10,339			(58	)		18,718
Investment in affiliates		8,153		(1)		-			(341	)		(8,153	)		(341	)
Other (expenses) income		(5,192	)			(1,197	)		(10,030	)		-			(16,419	)
Loss before income taxes		(5,371	)			15,572			(32	)		(8,211	)		1,958
Income taxes benefit (expense)		-				313			(6,676	)		-			(6,363	)
Loss from continuing operations		(5,371	)			15,885			(6,708	)		(8,211	)		(4,405	)
Loss from discontinued operations		-				-			(515	)		-			(515	)
Net loss		(5,371	)			15,885			(7,223	)		(8,211	)		(4,920	)
Net income attributable to noncontrolling interest		-				-			-			451			451
Net loss attributable to Ultrapetrol (Bahamas) Limited	$	(5,371	)		$	15,885		$	(7,223	)	$	(8,662	)	$	(5,371	)

(1) Includes a loss of $515 related to discontinued operations.

Condensed Consolidating Statement of Cash Flow

SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF CASH FLOW

FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2013 (UNAUDITED)

(stated in thousands of U.S. dollars)

	Parent			Combined subsidiary guarantors			Combined subsidiary non guarantors			Consolidating adjustments			Total consolidated amounts
Net income (loss)	$	8,185		$	11,008		$	6,483		$	(17,491	)	$	8,185
Adjustments to reconcile net (loss) income to net cash provided by (used in)operating activities		(13,318	)		18,816			(20,000	)		17,491			2,989
Net cash (used in) provided by operating activities		(5,133	)		29,824			(13,517	)		-			11,174
Intercompany sources		(43,107	)		6,551			60,344			(23,788	)		-
Non-subsidiary sources		-			(5,647	)		(5,556	)		-			(11,203	)
Net cash (used in) provided by investing activities		(43,107	)		904			54,788			(23,788	)		(11,203	)
Intercompany sources		-			(23,788	)		-			23,788			-
Non-subsidiary sources		(69,497	)		(2,851	)		(18,523	)		-			(90,871	)
Net cash provided by (used in) financing activities		(69,497	)		(26,639	)		(18,523	)		23,788			(90,871	)
Net (decrease) increase in cash and cash equivalents	$	(117,737	)	$	4,089		$	22,748		$	-		$	(90,900	)

SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF CASH FLOW

FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2012 (UNAUDITED)

(stated in thousands of U.S. dollars)

	Parent			Combined subsidiary guarantors			Combined subsidiary non guarantors			Consolidating adjustments			Total consolidated amounts
Net (loss) income	$	(18,772	)	$	(21,354	)	$	9,740		$	11,614		$	(18,772	)
Adjustments to reconcile net (loss) income to net cash provided by (used in)operating activities		13,280			48,154			(34,345	)		(11,614	)		15,475
Net cash (used in) provided by operating activities		(5,492	)		26,800			(24,605	)		-			(3,297	)
Intercompany sources		2,896			19,359			(23,064	)		809			-
Non-subsidiary sources		-			(72,184	)		50,232			-			(21,952	)
Net cash (used in) provided by investing activities		2,896			(52,825	)		27,168			809			(21,952	)
Intercompany sources		-			4,209			(3,400	)		(809	)		-
Non-subsidiary sources		-			8,836			444			-			9,280
Net cash provided by (used in) financing activities		-			13,045			(2,956	)		(809	)		9,280
Net decrease in cash and cash equivalents	$	(2,596	)	$	(12,980	)	$	(393	)	$	-		$	(15,969	)

SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF CASH FLOW

FOR THE YEAR ENDED DECEMBER 31, 2012

(stated in thousands of U.S. dollars)

	Parent		Combined subsidiary guarantors		Combined subsidiary non guarantors		Consolidating adjustments		Total consolidated amounts
Net loss	$	(62,764)	$	(23,640)	$	(23,986)	$	47,626	$	(62,764)
Loss from discontinued operations		-		-		-		-		-
Adjustments to reconcile net loss to net cash (used in) provided by operating activities from continuing operations		51,532		(1,935)		56,858		(47,626)		58,829
Net cash (used in) provided by operating activities from continuing operations		(11,232)		(25,575)		32,872		-		(3,935)
Net cash (used in) operating activities from discontinued operations		-		-		-		-		-
Net cash (used in) provided by operating activities		(11,232)		(25,575)		32,872		-		(3,935)
Intercompany sources		(10,019)		43,839		(16,697)		(17,123)		-
Non-subsidiary sources		-		(14,985)		(17,528)		-		(32,513)
Net cash (used in) provided by investing activities		(10,019)		28,854		(34,225)		(17,123)		(32,513)
Intercompany sources		-		(17,123)		-		17,123		-
Non-subsidiary sources		219,122		6,315		(870)		-		224,567
Net cash (used in) provided by financing activities		219,122		(10,808)		(870)		17,123		224,567
Net increase (decrease) in cash and cash equivalents	$	197,871	$	(7,529)	$	(2,223)	$	-	$	188,119

SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF CASH FLOW

FOR THE YEAR ENDED DECEMBER 31, 2011

(stated in thousands of U.S. dollars)

	Parent			Combined subsidiary guarantors			Combined subsidiary non guarantors			Consolidating adjustments			Total consolidated amounts
Net loss	$	(18,235	)	$	(4,560	)	$	(2,128	)	$	6,688		$	(18,235	)
Loss from discontinued operations		-			-			-			-			-
Adjustments to reconcile net loss to net cash (used in) provided by operating activities from continuing operations		12,134			21,396			6,165			(6,688	)		33,007
Net cash (used in) provided by operating activities from continuing operations		(6,101	)		16,836			4,037			-			14,772
Net cash (used in) operating activities from discontinued operations		-			-			(15	)		-			(15	)
Net cash (used in) provided by operating activities		(6,101	)		16,836			4,022			-			14,757
Intercompany sources		(17,947	)		(1,322	)		(6,774	)		26,043			-
Non-subsidiary sources		-			(42,907	)		(54,956	)		-			(97,863	)
Net cash (used in) investing activities		(17,947	)		(44,229	)		(61,730	)		26,043			(97,863	)
Intercompany sources		-			26,043			-			(26,043	)		-
Non-subsidiary sources		(15,000	)		14,963			11,669			-			11,632
Net cash (used in) provided by financing activities		(15,000	)		41,006			11,669			(26,043	)		11,632
Net increase (decrease) in cash and cash equivalents	$	(39,048	)	$	13,613		$	(46,039	)	$	-		$	(71,474	)

SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF CASH FLOW

FOR THE YEAR ENDED DECEMBER 31, 2010

(stated in thousands of U.S. dollars)

	Parent			Combined subsidiary guarantors			Combined subsidiary non guarantors			Consolidating adjustments			Total consolidated amounts
Net (loss) income	$	(4,920	)	$	13,169		$	5,307		$	(18,476	)	$	(4,920	)
Loss from discontinued operations		-			-			515			-			515
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities from continuing operations		(1,601	)		(2,539	)		10,913			18,476			25,249
Net cash (used in) provided by operating activities from continuing operations		(6,521	)		10,630			16,735			-			20,844
Net cash (used in) operating activities from discontinued operations		-			-			(1,950	)		-			(1,950	)
Net cash (used in) provided by operating activities		(6,521	)		10,630			14,785			-			18,894
Intercompany sources		(60,822	)		(16,189	)		-			77,011			-
Non-subsidiary sources		-			(3,850	)		(52,239	)		-			(56,089	)
Net cash (used in) investing activities from continuing operations		(60,822	)		(20,039	)		(52,239	)		77,011			(56,089	)
Net cash provided by investing activities from discontinued operations		-			-			1,950			-			1,950
Net cash (used in) investing activities		(60,822	)		(20,039	)		(50,289	)		77,011			(54,139	)
Intercompany sources		-			-			77,011			(77,011	)		-
Non-subsidiary sources		75,281			-			12,333			-			87,614
Net cash provided by financing activities		75,281			-			89,344			(77,011	)		87,614
Net increase (decrease) in cash and cash equivalents	$	7,938		$	(9,409	)	$	53,840		$	-		$	52,369

XML

VESSELS AND EQUIPMENT, NET (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2013

Dec. 31, 2012

VESSELS AND EQUIPMENT, NET [Abstract]

Vessels and Equipment, Net

The capitalized cost of the vessels and equipment, and the related accumulated depreciation at June 30, 2013 and December 31, 2012 were as follows:

	At June 30, 2013 (unaudited)			At December 31, 2012
Ocean-going vessels	$	120,546		$	115,375
River barges and pushboats		411,926			411,820
PSVs		245,527			223,032
Advances for PSV construction		36,455			53,496
Furniture and equipment		12,433			11,822
Building, land, operating base and shipyard		55,829			54,902
Total original book value		882,716			870,447
Accumulated depreciation		(241,607	)		(222,928	)
Net book value	$	641,109		$	647,519

The capitalized cost of the vessels and equipment, and the related accumulated depreciation at December 31, 2012 and 2011 were as follows:

	At December 31,
	2012			2011
Ocean-going vessels	$	115,375		$	127,468
River barges and pushboats		411,820			398,391
PSVs		223,032			199,453
Advances for PSV construction		53,496			68,149
Furniture and equipment		11,822			10,458
Building, land, operating base and shipyard		54,902			52,491
Total original book value		870,447			856,410
Accumulated depreciation		(222,928	)		(184,965	)
Net book value	$	647,519		$	671,445

XML

REDEMPTION OF NOTES

6 Months Ended

Jun. 30, 2013

REDEMPTION OF NOTES [Abstract]

REDEMPTION OF NOTES

3. REDEMPTION OF NOTES

a) Redemption of 9% First Preferred Ship Mortgage Notes due 2014 (the "2014 Senior Notes")

On November 24, 2004 the Company completed a debt offering of $180,000 of 9% First Preferred Ship Mortgage Notes due 2014 (the "2014 Senior Notes"), through a private placement to institutional investors eligible for resale under Rule 144A and Regulation S.

In the first quarter of 2005 the SEC declared effective an exchange offer filed by the Company to register substantially identical senior notes to be exchanged for the 2014 Senior Notes pursuant to a registration rights agreement, to allow the 2014 Senior Notes be eligible for trading in the public markets.

On June 10, 2013, the Company communicated to the Trustee its decision to redeem all of its 2014 Senior Notes amounting $180,000 at a redemption price of 100% plus accrued interest to the redemption date, which was July 10, 2013, in accordance with the provisions of the 2014 Senior Notes Indenture.

Also, on June 10, 2013, the Company transferred to the Trustee $182,115, which corresponds to the principal amount of all of the 2014 Senior Notes amounting $180,000 plus accrued interest to the redemption date (July 10, 2013) amounting $2,115. At June 30, 2013, the Company disclosed the amount transferred to the Trustee as current assets in the unaudited condensed consolidated balance sheet under the caption "Restricted cash to redeem 2014 Senior Notes".

Consequently, at June 30, 2013, the 2014 Senior Notes and accrued interest of $181,620 are disclosed on the Company´s unaudited condensed consolidated balance sheet as current liabilities under the caption "2014 Senior Notes and accrued interest".

At December 31, 2012, the 2014 Senior Notes are disclosed on the Company´s consolidated balance sheet as long-term financial debt.

Subsequent event

On July 10, 2013, the Company repaid $180,000 plus accrued interest to that date of its 2014 Senior Notes, and the Company expects to record, in the third quarter 2013 results, a loss on extinguishment of debt of approximately $1,700.

b) Redemption of 7.25% Convertible Senior Notes due 2017 (the "2017 Senior Convertible Notes")

On December 23, 2010, the Company completed the sale of $80,000 aggregate principal amount of its 7.25% Convertible Senior Notes due 2017 (the "2017 Senior Convertible Notes") through a private placement to institutional investors eligible for resale under Rule 144A and Regulation S. The Convertible Notes were senior and unsecured obligations of the Company. Interest on the 2017 Senior Convertible Notes was payable semi-annually on January 15 and July 15 of each year. Unless earlier converted, redeemed or repurchased, the 2017 Senior Convertible Notes were due on January 15, 2017.

Upon a fundamental change occurring, as defined in the 2017 Senior Convertible Notes Indenture, each holder of the 2017 Senior Convertible Notes, shall have the right to require the Company to repurchase the 2017 Senior Convertible Notes in cash at a price equal to 100% of the principal amount of the 2017 Senior Convertible Notes to be repurchased, plus any accrued and unpaid interest to, but excluding, the fundamental change repurchase date.

As a result of the successful completion of the transaction with Sparrow in December 2012, a fundamental change (as defined in the Indenture) occurred on December 12, 2012, and each holder of the 2017 Senior Convertible Notes had the repurchase right described above.

On December 21, 2012, the Company commenced a tender offer to repurchase up to $80,000 of the 2017 Senior Convertible Notes at par plus accrued and unpaid interest in accordance with the fundamental change repurchase procedure as specified in the 2017 Senior Convertible Notes Indenture. The tender offer began on December 21, 2012 and expired on January 22, 2013.

As of December 31, 2012, the Company included the outstanding principal amount of the 2017 Senior Convertible Notes of $80,000 as current liabilities.

On January 23, 2013, the Company repaid $80,000 of its 2017 Senior Convertible Notes and during the six-month period ended June 30, 2013, the Company recorded a financial loss on extinguishment of debt of $2,821 which was included in the accompanying unaudited condensed consolidated statement of operations.

XML

DRY DOCK (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Capitalized Amounts in Dry Dock [Abstract]
Original book value	$ 23,699	$ 19,786
Accumulated amortization	(19,461)	(14,698)
Net book value	4,238	5,088
Amortization expense	$ 4,763	$ 4,078	$ 4,186

XML

VESSELS AND EQUIPMENT, NET - 10Q (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2013

Dec. 31, 2012

VESSELS AND EQUIPMENT, NET [Abstract]

Vessels and Equipment, Net

The capitalized cost of the vessels and equipment, and the related accumulated depreciation at June 30, 2013 and December 31, 2012 were as follows:

	At June 30, 2013 (unaudited)			At December 31, 2012
Ocean-going vessels	$	120,546		$	115,375
River barges and pushboats		411,926			411,820
PSVs		245,527			223,032
Advances for PSV construction		36,455			53,496
Furniture and equipment		12,433			11,822
Building, land, operating base and shipyard		55,829			54,902
Total original book value		882,716			870,447
Accumulated depreciation		(241,607	)		(222,928	)
Net book value	$	641,109		$	647,519

The capitalized cost of the vessels and equipment, and the related accumulated depreciation at December 31, 2012 and 2011 were as follows:

	At December 31,
	2012			2011
Ocean-going vessels	$	115,375		$	127,468
River barges and pushboats		411,820			398,391
PSVs		223,032			199,453
Advances for PSV construction		53,496			68,149
Furniture and equipment		11,822			10,458
Building, land, operating base and shipyard		54,902			52,491
Total original book value		870,447			856,410
Accumulated depreciation		(222,928	)		(184,965	)
Net book value	$	647,519		$	671,445

XML

SHARE CAPITAL - 10Q (Details) (USD $)	6 Months Ended	12 Months Ended
	Jun. 30, 2013 Director	Dec. 31, 2012 Director	Dec. 31, 2011
Shareholders [Line Items]
Number of years for share rights to terminate	4 years
Number of years for share rights to not terminate	2 years
Period considered for moving average price of common stock	180 days	180 days
Shares outstanding (in shares)	140,419,487	140,419,487	30,011,628
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01	$ 0.01
Ownership percentage by noncontrolling owners (in hundredths)	87.90%	87.90%
Number of directors required for approval	6	6
Original Shareholders [Member]
Shareholders [Line Items]
Stock issued (in shares)	7,864,085	7,864,085
Original Shareholders [Member] | One Vote [Member]
Shareholders [Line Items]
Number of votes per share	1	1
Stock issued (in shares)	150,719	150,719
Original Shareholders [Member] | Seven Votes [Member]
Shareholders [Line Items]
Number of votes per share	7	7
Stock issued (in shares)	7,716,366	7,713,366
Inversiones Los Avellanos S.A. [Member]
Shareholders [Line Items]
Stock issued (in shares)		4,735,517
Shares outstanding (in shares)		7,713,366
Ownership percentage by noncontrolling owners (in hundredths)		3.40%
Sparrow Company [Member]
Shareholders [Line Items]
Stock issued (in shares)	93,940,000	93,940,000
Ownership percentage by noncontrolling owners (in hundredths)	66.90%	66.90%
Sparrow CI Sub Ltd [Member]
Shareholders [Line Items]
Stock issued (in shares)	16,060,000	16,060,000
Ownership percentage by noncontrolling owners (in hundredths)	11.40%	11.40%
Los Avellanos Ltd [Member]
Shareholders [Line Items]
Stock issued (in shares)	4,735,517
Ownership percentage by noncontrolling owners (in hundredths)	3.40%
Hazels (Bahamas) Investments Inc. [Member]
Shareholders [Line Items]
Stock issued (in shares)	3,128,568	3,128,568
Ownership percentage by noncontrolling owners (in hundredths)	2.20%	2.20%

XML

LONG-TERM DEBT AND OTHER FINANCIAL DEBT (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2013

Dec. 31, 2012

LONG-TERM DEBT AND OTHER FINANCIAL DEBT [Abstract]

Balances of long-term financial debt

Balances of long-term financial debt at June 30, 2013 and December 31, 2012:

					At June 30, 2013 (unaudited)							At December 31, 2012
	Financial institution /				Nominal value
Borrower	Other	Due-year			Current			Noncurrent		Total		Total
Ultrapetrol (Bahamas) Ltd.	Private Investors	June 2021			$	-		$	200,000	$	200,000	$	-
Ultrapetrol (Bahamas) Ltd.	Private Investors		-			-			-		-		180,000
Ultrapetrol (Bahamas) Ltd.	Private Investors		-	(1)		-			-		-		-
UP Offshore Apoio Marítimo Ltda.	DVB AG	Through 2016				900			5,500		6,400		6,850
UP Offshore (Bahamas) Ltd.	DVB AG	Through 2016				4,300			27,500		31,800		42,225
UP Offshore (Bahamas) Ltd.	DVB AG	Through 2017				2,000			10,000		12,000		13,000
UP Offshore (Bahamas) Ltd.	DVB SE + Banco Security	Through 2018				3,333			29,167		32,500		34,166
Ingatestone Holdings Inc.	DVB AG		-			2,019			6,606		8,625		13,800
Ingatestone Holdings Inc.	Natixis		-			-			-		-		5,175
Ingatestone Holdings Inc.	DVB SE + NIBC		-			-			-		-		20,850
Ingatestone Holdings Inc.	DVB NV + NIBC + ABN Amro	Through 2017				4,470			35,749		40,219		-
UP Offshore Apoio Marítimo Ltda.	BNDES	Through 2027				1,110			14,153		15,263		15,818
Stanyan Shipping Inc.	Natixis	Through 2017				1,108			4,984		6,092		6,546
Hallandale Commercial Corp.	Nordea		-			-			-		-		5,644
UABL Paraguay S.A.	IFC	Through 2020				2,174			19,565		21,739		22,826
UABL Paraguay S.A.	OFID	Through 2020				1,304			11,739		13,043		13,695
UABL Barges and others	IFC	Through 2020				3,044			27,391		30,435		31,957
UABL Paraguay S.A. and Riverpar S.A.	IFC	Through 2021				1,765			12,353		14,118		15,000
UABL Paraguay S.A. and Riverpar S.A.	OFID	Through 2021				1,177			8,234		9,411		10,000
At June 30, 2013					$	28,704	(2)	$	412,941	$	441,645
At December 31, 2012					$	49,031		$	388,521			$	437,552

(1) On January 23, 2013, the Company repaid the 2017 Senior Convertible Notes. See Note 3.b).

(2) Excludes the 2014 Senior Notes which were disclosed as current liabilities in the unaudited condensed consolidated balance sheet under the caption "2014 Senior Notes and accrued interest". See Note 3.a).

Balances of long-term financial debt were as follows:

				At December 31,
				2012						2011
	Financial institution /			Nominal value
Borrower	Other	Due-year (1)		Current		Noncurrent		Total		Total
Ultrapetrol (Bahamas) Ltd.	Private Investors	November 2014		$	-	$	180,000	$	180,000	$	180,000
Ultrapetrol (Bahamas) Ltd.	Private Investors	January 2013			80,000		-		-		80,000
UP Offshore Apoio Marítimo Ltda.	DVB AG	Through 2016			900		5,950		6,850		7,750
UP Offshore (Bahamas) Ltd.	DVB AG	Through 2016			12,575		29,650		42,225		38,250
UP Offshore (Bahamas) Ltd.	DVB AG	Through 2017			2,000		11,000		13,000		15,000
UP Offshore (Bahamas) Ltd.	DVB SE + Banco Security	Through 2018			3,333		30,833		34,166		37,500
Ingatestone Holdings Inc.	DVB AG		-		5,639		8,161		13,800		15,525
Ingatestone Holdings Inc	Natixis	March 2013			5,175		-		5,175		15,525
UP Offshore Apoio Marítimo Ltda.	BNDES	Through 2027			1,110		14,708		15,818		16,928
Stanyan Shipping Inc.	Natixis	Through 2017			1,108		5,438		6,546		9,303
Hallandale Commercial Corp.	Nordea	April 2013			5,644		-		5,644		7,212
UABL Paraguay	IFC	Through 2020			2,174		20,652		22,826		25,000
UABL Paraguay	OFID	Through 2020			1,304		12,391		13,695		15,000
UABL Barges and others	IFC	Through 2020			3,044		28,913		31,957		35,000
UABL Paraguay and Riverpar	IFC	Through 2021			1,765		13,235		15,000		15,000
UABL Paraguay and Riverpar	OFID	Through 2021			1,176		8,824		10,000		-
Ingatestone Holdings Inc.	DVB SE + NIBC		-		2,084		18,766		20,850		-
At December 31, 2012				$	129,031	$	388,521	$	517,552
At December 31, 2011				$	21,504	$	491,489			$	517,552

(1)  See the descriptions below.

Aggregate annual future payments due to the long-term financial debt

Aggregate annual future payments due to the long-term financial debt were as follows:

Year ending December 31
2013	$	129,031
2014		208,716
2015		24,098
2016		49,091
2017		40,022
Thereafter		66,594
Total	$	517,552

9% First Preferred Ship Mortgage Notes due 2014

XML

SHARE CAPITAL

6 Months Ended

12 Months Ended

Jun. 30, 2013

Dec. 31, 2012

SHARE CAPITAL [Abstract]

SHARE CAPITAL

10. SHARE CAPITAL

Common shares and shareholders

The shares held directly by our Original Shareholders (Los Avellanos and Hazels), amounted to 7,864,085 shares at June 30, 2013, of which 7,716,366 are expressly entitled to seven votes per share (with the other 150,719 shares being one vote) and all other holders of our common stock are entitled to one vote per share. The special voting rights of the Original Shareholders are not transferable, unless transferred to another Original Shareholder.

If, after the date that is four years following the date of the Shareholders' Agreement (November 13, 2012), Sparrow sells all of its shares to one or more third parties, the multi-vote rights attached to the shares owned by Los Avellanos and Hazels shall terminate upon such sale and be of no further force and effect, and all such shares shall entitle the holder thereof to one vote, unless after the date that is two years following the date of the Shareholders' Agreement and prior to such sale (i) the Company or Sparrow has successfully completed a third party sale at a price such that if all of Sparrow's shares were sold at such a price on the date of such sale, Sparrow would achieve a certain rate of return on its investment in the Company or (ii) the Company's directors nominated by Sparrow have not approved a proposal to cause the Company to make such a sale, at any time when the 180-day daily weighted average price of the Company's common stock was sufficiently high to achieve such rate of return.

At June 30, 2013, the outstanding common shares are 140,419,487 par value $.01 per share.

At June 30, 2013, our shareholders Sparrow, Sparrow CI Sub Ltd. (a wholly owned subsidiary of Sparrow), Los Avellanos and Hazels hold 93,940,000, 16,060,000, 4,735,517 and 3,128,568 shares, respectively, which represent 66.9%, 11.4%, 3.4% and 2.2% of the outstanding shares, respectively. The joint voting power for these shares represents 87.9% of the total voting power and pursuant to a shareholder agreement signed between Sparrow, Los Avellanos and Hazels, Los Avellanos and Hazels agree to vote their shares of common stock in the same manner as Sparrow, except for any matter that requires, but does not obtain, the approval of six directors of the Company.

Los Avellanos and Hazels are controlled by members of the Menendez family, including Felipe Menendez R., our chief executive officer and a director, and Ricardo Menendez R., our executive vice president and a director. As such, they have the ability to exert influence over the operations of the Company.

11.   SHARE CAPITAL

Common shares and shareholders

On July 2, 2012, the shareholders of the Company at a Special General Meeting approved the increase in authorized share capital from 100,000,000 to 250,000,000 shares of common stock with a par value of $0.01 per share, and approved the adoption of the Third Amended and Restated Memorandum of Association and Sixth Amended and Restated Articles of Association.

The shares held directly by our Original Shareholders (Los Avellanos and Hazels), amounted 7,864,085 shares at December 31, 2012 of which 7,713,366 are expressly entitled to seven votes per share (with the other 150,719 shares being one vote) and all other holders of our common stock are entitled to one vote per share.  The special voting rights of the Original Shareholders are not transferable, unless transferred to another Original Shareholder.

If, after the date that is four years following the date of the Shareholders' Agreement (November 13, 2012), Sparrow sells all of its shares to one or more third parties, the multi-vote rights attached to the shares owned by Los Avellanos and Hazels shall terminate upon such sale and be of no further force and effect, and all such shares shall entitle the holder thereof to one vote, unless after the date that is two years following the date of the Shareholders' Agreement and prior to such sale (i) the Company or Sparrow has successfully completed a third party sale at a price such that if all of Sparrow's shares were sold at such a price on the date of such sale, Sparrow would achieve a certain rate of return on its investment in the Company or (ii) the Company's directors nominated by Sparrow have not approved a proposal to cause the Company to make such a sale, at any time when the 180-day daily weighted average price of the Company's common stock was sufficiently high to achieve such rate of return.

At December 31, 2012, the outstanding common shares are 140,419,487 par value $.01 per share.

At December 31, 2012 our shareholders Sparrow, Sparrow CI Sub Ltd. (a wholly owned subsidiary of Sparrow), Los Avellanos and Hazels hold 93,940,000, 16,060,000, 4,735,517 and 3,128,568 shares, respectively, which represent 66.9%, 11.4%, 3.4% and 2.2,% of the outstanding shares, respectively.  The joint voting power for these shares represents 87.9% of the total voting power and pursuant to a shareholder agreement signed between Sparrow, Los Avellanos and Hazels described in note 1, Los Avellanos and Hazels agree to vote their shares of common stock in the same manner as Sparrow, except for any matter that requires, but does not obtain, the approval of six directors of the Company.

Los Avellanos and Hazels are controlled by members of the Menendez family, including Felipe Menendez R., our president, chief executive officer and a director, and Ricardo Menendez R., our executive vice president and a director.  As such, they have the ability to exert influence over the operations of the Company.

2008 Share repurchase program

Ultrapetrol's Board of Directors has approved a share repurchase program, effective March 17, 2008, for up to a total of $50,000 of the Company's common stock through December 31, 2008. The expiration date of the share repurchase program was extended by the Board of Directors until September 30, 2009, when it finally expired.

At December 31, 2012 the Company had repurchased a total of 3,923,094 common shares, at a total cost of $19,488.

Registration rights agreements

On September 21, 2006, prior to its initial public offering the Company entered into a registration rights agreement with Los Avellanos, Hazels and Solimar Holdings Ltd., its shareholders of record immediately prior to the initial public offering which was terminated on December 12, 2012. On the same date the Company entered into a new registration rights agreement with Sparrow, Sparrow CI Sub Ltd., Los Avellanos and Hazels, pursuant to which the Company has granted them and certain of their transferees, the right, under certain circumstances and subject to certain restrictions, including any applicable lock-up agreements then in place, to require the Company to register under the Securities Act shares of the Company's common stock held by them. Under the registration rights agreement, these persons will have the right to request the Company to register the sale of shares held by them on their behalf and may also require the Company to make available shelf registration statements permitting sales of shares into the market from time to time over an extended period. In addition, these persons will have the ability to exercise certain piggyback registration rights in connection with registered offerings requested by shareholders or initiated by the Company.

XML

SUPPLEMENTAL GUARANTOR INFORMATION - 10Q

6 Months Ended

12 Months Ended

Jun. 30, 2013

Dec. 31, 2012

SUPPLEMENTAL GUARANTOR INFORMATION [Abstract]

SUPPLEMENTAL GUARANTOR INFORMATION

12. SUPPLEMENTAL GUARANTOR INFORMATION

On June 10, 2013, the Company issued $200,000 8.875% First Preferred Ship Mortgage Notes due 2021.

The 2021 Senior Notes are fully and unconditionally guaranteed on a joint and several basis by Company's subsidiaries directly involved in our Ocean and River Business.

The Indenture provides that the 2021 Senior Notes and each of the guarantees granted by Subsidiaries, other than the Mortgage, are governed by, and construed in accordance with, the laws of the state of New York. Each of the mortgaged vessels is registered under either the Panamanian flag, or another jurisdiction with similar procedures. All of the Subsidiary Guarantors are outside of the United States.

Supplemental condensed consolidating financial information for the Guarantor Subsidiaries for the 2021 Senior Notes is presented below. This information is prepared in accordance with the Company's accounting policies. This supplemental financial disclosure should be read in conjunction with the unaudited condensed consolidated financial statements.

SUPPLEMENTAL CONDENSED CONSOLIDATING BALANCE SHEET

AT JUNE 30, 2013 (UNAUDITED)

(stated in thousands of U.S. dollars)

	Parent		Combined subsidiary guarantors		Combined subsidiary non guarantors			Consolidating adjustments			Total consolidated amounts
Current assets
Receivables from related parties	$	350,450	$	46,448	$	54,628		$	(451,497	)	$	29
Restricted cash to redeem 2014 Senior Notes		182,115		-		-			-			182,115
Other current assets		83,581		77,020		77,963			-			238,564
Total current assets		616,146		123,468		132,591			(451,497	)		420,708
Noncurrent assets
Vessels and equipment, net		-		269,368		372,598			(857	)		641,109
Investment in affiliates		168,878		-		233			(168,878	)		233
Other noncurrent assets		9,031		30,828		29,445			(9,149	)		60,155
Total noncurrent assets		177,909		300,196		402,276			(178,884	)		701,497
Total assets	$	794,055	$	423,664	$	534,867		$	(630,381	)	$	1,122,205
Current liabilities
Payables to related parties	$	-	$	155,245	$	298,170		$	(451,497	)	$	1,918
2014 Senior Notes and accrued interest		181,620		-		-			-			181,620
Current portion of long-term financial debt		-		6,420		22,284			-			28,704
Other current liabilities		3,871		71,760		(11,593	)		-			64,038
Total current liabilities		185,491		233,425		308,861			(451,497	)		276,280
Noncurrent liabilities
Due to affiliates		-		9,149		-			(9,149	)		-
Long-term financial debt net of current portion		200,000		51,892		161,049			-			412,941
Other noncurrent liabilities		-		254		16,831			-			17,085
Total noncurrent liabilities		200,000		61,295		177,880			(9,149	)		430,026
Total liabilities		385,491		294,720		486,741			(460,646	)		706,306
Equity of Ultrapetrol (Bahamas) Limited		408,564		128,944		48,126			(177,070	)		408,564
Noncontrolling interest		-		-		-			7,335			7,335
Total equity		408,564		128,944		48,126			(169,735	)		415,899
Total liabilities and equity	$	794,055	$	423,664	$	534,867		$	(630,381	)	$	1,122,205

SUPPLEMENTAL CONDENSED CONSOLIDATING BALANCE SHEET

AT DECEMBER 31, 2012

(stated in thousands of U.S. dollars)

	Parent		Combined subsidiary guarantors		Combined subsidiary non guarantors		Consolidating adjustments			Total consolidated amounts
Current assets
Receivables from related parties	$	307,343	$	122,035	$	87,737	$	(517,105	)	$	10
Other current assets		201,491		66,643		38,846		-			306,980
Total current assets		508,834		188,678		126,583		(517,105	)		306,990
Noncurrent assets
Vessels and equipment, net		-		279,653		368,753		(887	)		647,519
Investment in affiliates		151,447		-		251		(151,447	)		251
Other noncurrent assets		5,171		26,032		33,275		(8,920	)		55,558
Total noncurrent assets		156,618		305,685		402,279		(161,254	)		703,328
Total assets	$	665,452	$	494,363	$	528,862	$	(678,359	)	$	1,010,318
Current liabilities
Payable to related parties	$	-	$	224,281	$	272,568	$	(493,088	)	$	3,761
Current portion of long-term financial debt		-		12,064		36,967		-			49,031
2017 Senior Convertible Notes		80,000		-		-		-			80,000
Other current liabilities		5,701		51,781		8,471		-			65,953
Total current liabilities		85,701		288,126		318,006		(493,088	)		198,745
Noncurrent liabilities
Due to affiliates		-		32,937		-		(32,937	)		-
Long-term financial debt		180,000		55,102		153,419		-			388,521
Other noncurrent liabilities		-		262		16,291		-			16,553
Total noncurrent liabilities		180,000		88,301		169,710		(32,937	)		405,074
Total liabilities		265,701		376,427		487,716		(526,025	)		603,819
Equity of Ultrapetrol (Bahamas) Limited		399,751		117,936		41,146		(159,082	)		399,751
Noncontrolling interest		-		-		-		6,748			6,748
Total equity		399,751		117,936		41,146		(152,334	)		406,499
Total liabilities and equity	$	665,452	$	494,363	$	528,862	$	(678,359	)	$	1,010,318

SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2013 (UNAUDITED)

(stated in thousands of U.S. dollars)

	Parent			Combined subsidiary guarantors			Combined subsidiary non guarantors			Consolidating adjustments			Total consolidated amounts
Revenues	$	-		$	144,155		$	79,014		$	(23,493	)	$	199,676
Operating expenses		(3,706	)		(130,579	)		(69,710	)		23,522			(180,473	)
Operating (loss) profit		(3,706	)		13,576			9,304			29			19,203
Investment in affiliates		16,414			-			(319	)		(16,414	)		(319	)
Other (expenses) income		(5,076	)		(1,710	)		(1,890	)		-			(8,676	)
Income (loss) before income taxes		7,632			11,866			7,095			(16,385	)		10,208
Income taxes (expense) benefit		-			(858	)		(1,165	)		-			(2,023	)
Net income (loss)		7,632			11,008			5,930			(16,385	)		8,185
Net income attributable to noncontrolling interest		-			-			-			553			553
Net income (loss) attributable to Ultrapetrol (Bahamas) Limited	$	7,632		$	11,008		$	5,930		$	(16,938	)	$	7,632

SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2012 (UNAUDITED)

(stated in thousands of U.S. dollars)

	Parent			Combined subsidiary guarantors			Combined subsidiary non guarantors			Consolidating adjustments			Total consolidated amounts
Revenues	$	-		$	91,991		$	72,139		$	(20,095	)	$	144,035
Operating expenses		(3,027	)		(100,375	)		(61,393	)		20,065			(144,730	)
Operating (loss) profit		(3,027	)		(8,384	)		10,746			(30	)		(695	)
Investment in affiliates		(12,534	)		-			(666	)		12,534			(666	)
Other (expenses) income		(3,656	)		(15,125	)		(1,770	)		-			(20,551	)
(Loss) income before income taxes		(19,217	)		(23,509	)		8,310			12,504			(21,912	)
Income taxes benefit (expense)		-			2,155			985			-			3,140
Net (loss) income		(19,217	)		(21,354	)		9,295			12,504			(18,772	)
Net income attributable to noncontrolling interest		-			-			-			445			445
Net (loss) income attributable to Ultrapetrol (Bahamas) Limited	$	(19,217	)	$	(21,354	)	$	9,295		$	12,059		$	(19,217	)

SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF CASH FLOW

FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2013 (UNAUDITED)

(stated in thousands of U.S. dollars)

	Parent			Combined subsidiary guarantors			Combined subsidiary non guarantors			Consolidating adjustments			Total consolidated amounts
Net income (loss)	$	8,185		$	11,008		$	6,483		$	(17,491	)	$	8,185
Adjustments to reconcile net (loss) income to net cash provided by (used in)operating activities		(13,318	)		18,816			(20,000	)		17,491			2,989
Net cash (used in) provided by operating activities		(5,133	)		29,824			(13,517	)		-			11,174
Intercompany sources		(43,107	)		6,551			60,344			(23,788	)		-
Non-subsidiary sources		-			(5,647	)		(5,556	)		-			(11,203	)
Net cash (used in) provided by investing activities		(43,107	)		904			54,788			(23,788	)		(11,203	)
Intercompany sources		-			(23,788	)		-			23,788			-
Non-subsidiary sources		(69,497	)		(2,851	)		(18,523	)		-			(90,871	)
Net cash provided by (used in) financing activities		(69,497	)		(26,639	)		(18,523	)		23,788			(90,871	)
Net (decrease) increase in cash and cash equivalents	$	(117,737	)	$	4,089		$	22,748		$	-		$	(90,900	)

SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF CASH FLOW

FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2012 (UNAUDITED)

(stated in thousands of U.S. dollars)

	Parent			Combined subsidiary guarantors			Combined subsidiary non guarantors			Consolidating adjustments			Total consolidated amounts
Net (loss) income	$	(18,772	)	$	(21,354	)	$	9,740		$	11,614		$	(18,772	)
Adjustments to reconcile net (loss) income to net cash provided by (used in)operating activities		13,280			48,154			(34,345	)		(11,614	)		15,475
Net cash (used in) provided by operating activities		(5,492	)		26,800			(24,605	)		-			(3,297	)
Intercompany sources		2,896			19,359			(23,064	)		809			-
Non-subsidiary sources		-			(72,184	)		50,232			-			(21,952	)
Net cash (used in) provided by investing activities		2,896			(52,825	)		27,168			809			(21,952	)
Intercompany sources		-			4,209			(3,400	)		(809	)		-
Non-subsidiary sources		-			8,836			444			-			9,280
Net cash provided by (used in) financing activities		-			13,045			(2,956	)		(809	)		9,280
Net decrease in cash and cash equivalents	$	(2,596	)	$	(12,980	)	$	(393	)	$	-		$	(15,969	)

16.   SUPPLEMENTAL GUARANTOR INFORMATION

On November 24, 2004, the Company issued $180,000 9% First Preferred Ship Mortgage Notes due 2014.

The 2014 Senior Notes are fully and unconditionally guaranteed on a joint and several basis by Company's subsidiaries directly involved in our Ocean and River Business.

The Indenture provides that the 2014 Senior Notes and each of the guarantees granted by Subsidiaries, other than the Mortgage, are governed by, and construed in accordance with, the laws of the state of New York.  Each of the mortgaged vessels is registered under either the Panamanian flag, or another jurisdiction with similar procedures.  All of the Subsidiary Guarantors are outside of the United States.

Supplemental condensed consolidating financial information for the Guarantor Subsidiaries for the 2014 Senior Notes is presented below.  This information is prepared in accordance with the Company's accounting policies.  This supplemental financial disclosure should be read in conjunction with the consolidated financial statements.

SUPPLEMENTAL CONDENSED CONSOLIDATING BALANCE SHEET

AT DECEMBER 31, 2012

(stated in thousands of U.S. dollars)

	Parent		Combined subsidiary guarantors		Combined subsidiary non guarantors		Consolidating adjustments			Total consolidated amounts
Current assets
Receivables from related parties	$	307,343	$	124,498	$	34,244	$	(466,075	)	$	10
Other current assets		201,491		55,084		50,405		-			306,980
Total current assets		508,834		179,582		84,649		(466,075	)		306,990
Noncurrent assets
Vessels and equipment, net		-		218,832		429,574		(887	)		647,519
Investment in affiliates		151,447		-		251		(151,447	)		251
Other noncurrent assets		5,171		17,173		42,134		(8,920	)		55,558
Total noncurrent assets		156,618		236,005		471,959		(161,254	)		703,328
Total assets	$	665,452	$	415,587	$	556,608	$	(627,329	)	$	1,010,318
Current liabilities
Payable to related parties	$	-	$	194,805	$	275,031	$	(466,075	)	$	3,761
Current portion of long-term financial debt		80,000		6,420		42,611		-			129,031
Other current liabilities		5,701		34,441		25,811		-			65,953
Total current liabilities		85,701		235,666		343,453		(466,075	)		198,745
Noncurrent liabilities
Due to affiliates	$	-	$	8,920	$	-	$	(8,920	)	$	-
Long-term financial debt		180,000		55,102		153,419		-			388,521
Other noncurrent liabilities				262		16,291		-			16,553
Total noncurrent liabilities		180,000		64,284		169,710		(8,920	)		405,074
Total liabilities		265,701		299,950		513,163		(474,995	)		603,819
Equity of Ultrapetrol (Bahamas) Limited		399,751		115,637		43,445		(159,082	)		399,751
Noncontrolling interest		-		-		-		6,748			6,748
Total equity		399,751		115,637		43,445		(152,334	)		406,499
Total liabilities and equity	$	665,452	$	415,587	$	556,608	$	(627,329	)	$	1,010,318

SUPPLEMENTAL CONDENSED CONSOLIDATING BALANCE SHEET

AT DECEMBER 31, 2011

(stated in thousands of U.S. dollars)

	Parent		Combined subsidiary guarantors		Combined subsidiary non guarantors		Consolidating adjustments			Total consolidated amounts
Current assets
Receivables from related parties	$	297,324	$	101,196	$	30,751	$	(429,214	)	$	57
Other current assets		3,773		46,055		56,248		-			106,076
Total current assets		301,097		147,251		86,999		(429,214	)		106,133
Noncurrent assets
Vessels and equipment, net		-		212,324		460,066		(945	)		671,445
Investment in affiliates		201,323		-		373		(201,323	)		373
Other noncurrent assets		6,825		7,850		63,704		(26,043	)		52,336
Total noncurrent assets		208,148		220,174		524,143		(228,311	)		724,154
Total assets	$	509,245	$	367,425	$	611,142	$	(657,525	)	$	830,287
Current liabilities
Payable to related parties	$	-	$	127,664	$	302,708	$	(429,214	)	$	1,158
Current portion of long-term financial debt		-		3,478		18,026		-			21,504
Other current liabilities		4,948		19,223		27,055		-			51,226
Total current liabilities		4,948		150,365		347,789		(429,214	)		73,888
Noncurrent liabilities
Due to affiliates	$	-	$	26,043	$	-	$	(26,043	)	$	-
Long-term financial debt		260,000		51,522		179,967		-			491,489
Other noncurrent liabilities		-		218		14,521		-			14,739
Total noncurrent liabilities		260,000		77,783		194,488		(26,043	)		506,228
Total liabilities		264,948		228,148		542,277		(455,257	)		580,116
Equity of Ultrapetrol (Bahamas) Limited		244,297		139,277		68,865		(208,142	)		244,297
Noncontrolling interest		-		-		-		5,874			5,874
Total equity		244,297		139,277		68,865		(202,268	)		250,171
Total liabilities and equity	$	509,245	$	367,425	$	611,142	$	(657,525	)	$	830,287

SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2012

(stated in thousands of U.S. dollars)

	Parent			Combined subsidiary guarantors			Combined subsidiary non guarantors			Consolidating adjustments			Total consolidated amounts
Revenues	$	-		$	121,985		$	205,112		$	(13,928	)	$	313,169
Operating expenses		-			(133,209	)		(218,949	)		13,870			(338,288	)
Operating (loss) profit		-			(11,224	)		(13,837	)		(58	)		(25,119	)
Investment in affiliates		(49,470	)		-			(1,175	)		49,470			(1,175	)
Other (expenses) income		(14,187	)		(15,185	)		(10,067	)		-			(39,439	)
Loss before income taxes		(63,657	)		(26,409	)		(25,079	)		49,412			(65,733	)
Income taxes benefit (expense)		-			2,769			200			-			2,969
Loss from continuing operations		(63,657	)		(23,640	)		(24,879	)		49,412			(62,764	)
Loss from discontinued operations		-			-			-			-			-
Net loss		(63,657	)		(23,640	)		(24,879	)		49,412			(62,764	)
Net income attributable to noncontrolling interest		-			-			-			893			893
Net loss attributable to Ultrapetrol (Bahamas) Limited	$	(63,657	)	$	(23,640	)	$	(24,879	)	$	48,519		$	(63,657	)

SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2011

(stated in thousands of U.S. dollars)

	Parent			Combined subsidiary guarantors			Combined subsidiary non guarantors			Consolidating adjustments			Total consolidated amounts
Revenues	$	-		$	129,340		$	190,630		$	(15,488	)	$	304,482
Operating expenses		(8,490	)		(112,238	)		(179,800	)		15,430			(285,098	)
Operating (loss) profit		(8,490	)		17,102			10,830			(58	)		19,384
Investment in affiliates		(7,886	)		-			(1,073	)		7,886			(1,073	)
Other (expenses) income		(2,429	)		(23,212	)		(12,642	)		-			(38,283	)
Loss before income taxes		(18,805	)		(6,110	)		(2,885	)		7,828			(19,972	)
Income taxes benefit (expense)		-			1,550			187			-			1,737
Loss from continuing operations		(18,805	)		(4,560	)		(2,698	)		7,828			(18,235	)
Loss from discontinued operations		-			-			-			-			-
Net loss		(18,805	)		(4,560	)		(2,698	)		7,828			(18,235	)
Net income attributable to noncontrolling interest		-			-			-			570			570
Net loss attributable to Ultrapetrol (Bahamas) Limited	$	(18,805	)	$	(4,560	)	$	(2,698	)	$	7,258		$	(18,805	)

SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2010

(stated in thousands of U.S. dollars)

	Parent				Combined subsidiary guarantors			Combined subsidiary non guarantors			Consolidating adjustments			Total consolidated amounts
Revenues	$	-			$	106,014		$	133,015		$	(8,584	)	$	230,445
Operating expenses		(8,332	)			(89,245	)		(122,676	)		8,526			(211,727	)
Operating (loss) profit		(8,332	)			16,769			10,339			(58	)		18,718
Investment in affiliates		8,153		(1)		-			(341	)		(8,153	)		(341	)
Other (expenses) income		(5,192	)			(1,197	)		(10,030	)		-			(16,419	)
Loss before income taxes		(5,371	)			15,572			(32	)		(8,211	)		1,958
Income taxes benefit (expense)		-				313			(6,676	)		-			(6,363	)
Loss from continuing operations		(5,371	)			15,885			(6,708	)		(8,211	)		(4,405	)
Loss from discontinued operations		-				-			(515	)		-			(515	)
Net loss		(5,371	)			15,885			(7,223	)		(8,211	)		(4,920	)
Net income attributable to noncontrolling interest		-				-			-			451			451
Net loss attributable to Ultrapetrol (Bahamas) Limited	$	(5,371	)		$	15,885		$	(7,223	)	$	(8,662	)	$	(5,371	)

(1) Includes a loss of $515 related to discontinued operations.

SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF CASH FLOW

FOR THE YEAR ENDED DECEMBER 31, 2012

(stated in thousands of U.S. dollars)

	Parent		Combined subsidiary guarantors		Combined subsidiary non guarantors		Consolidating adjustments		Total consolidated amounts
Net loss	$	(62,764)	$	(23,640)	$	(23,986)	$	47,626	$	(62,764)
Loss from discontinued operations		-		-		-		-		-
Adjustments to reconcile net loss to net cash (used in) provided by operating activities from continuing operations		51,532		(1,935)		56,858		(47,626)		58,829
Net cash (used in) provided by operating activities from continuing operations		(11,232)		(25,575)		32,872		-		(3,935)
Net cash (used in) operating activities from discontinued operations		-		-		-		-		-
Net cash (used in) provided by operating activities		(11,232)		(25,575)		32,872		-		(3,935)
Intercompany sources		(10,019)		43,839		(16,697)		(17,123)		-
Non-subsidiary sources		-		(14,985)		(17,528)		-		(32,513)
Net cash (used in) provided by investing activities		(10,019)		28,854		(34,225)		(17,123)		(32,513)
Intercompany sources		-		(17,123)		-		17,123		-
Non-subsidiary sources		219,122		6,315		(870)		-		224,567
Net cash (used in) provided by financing activities		219,122		(10,808)		(870)		17,123		224,567
Net increase (decrease) in cash and cash equivalents	$	197,871	$	(7,529)	$	(2,223)	$	-	$	188,119

SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF CASH FLOW

FOR THE YEAR ENDED DECEMBER 31, 2011

(stated in thousands of U.S. dollars)

	Parent			Combined subsidiary guarantors			Combined subsidiary non guarantors			Consolidating adjustments			Total consolidated amounts
Net loss	$	(18,235	)	$	(4,560	)	$	(2,128	)	$	6,688		$	(18,235	)
Loss from discontinued operations		-			-			-			-			-
Adjustments to reconcile net loss to net cash (used in) provided by operating activities from continuing operations		12,134			21,396			6,165			(6,688	)		33,007
Net cash (used in) provided by operating activities from continuing operations		(6,101	)		16,836			4,037			-			14,772
Net cash (used in) operating activities from discontinued operations		-			-			(15	)		-			(15	)
Net cash (used in) provided by operating activities		(6,101	)		16,836			4,022			-			14,757
Intercompany sources		(17,947	)		(1,322	)		(6,774	)		26,043			-
Non-subsidiary sources		-			(42,907	)		(54,956	)		-			(97,863	)
Net cash (used in) investing activities		(17,947	)		(44,229	)		(61,730	)		26,043			(97,863	)
Intercompany sources		-			26,043			-			(26,043	)		-
Non-subsidiary sources		(15,000	)		14,963			11,669			-			11,632
Net cash (used in) provided by financing activities		(15,000	)		41,006			11,669			(26,043	)		11,632
Net increase (decrease) in cash and cash equivalents	$	(39,048	)	$	13,613		$	(46,039	)	$	-		$	(71,474	)

SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF CASH FLOW

FOR THE YEAR ENDED DECEMBER 31, 2010

(stated in thousands of U.S. dollars)

	Parent			Combined subsidiary guarantors			Combined subsidiary non guarantors			Consolidating adjustments			Total consolidated amounts
Net (loss) income	$	(4,920	)	$	13,169		$	5,307		$	(18,476	)	$	(4,920	)
Loss from discontinued operations		-			-			515			-			515
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities from continuing operations		(1,601	)		(2,539	)		10,913			18,476			25,249
Net cash (used in) provided by operating activities from continuing operations		(6,521	)		10,630			16,735			-			20,844
Net cash (used in) operating activities from discontinued operations		-			-			(1,950	)		-			(1,950	)
Net cash (used in) provided by operating activities		(6,521	)		10,630			14,785			-			18,894
Intercompany sources		(60,822	)		(16,189	)		-			77,011			-
Non-subsidiary sources		-			(3,850	)		(52,239	)		-			(56,089	)
Net cash (used in) investing activities from continuing operations		(60,822	)		(20,039	)		(52,239	)		77,011			(56,089	)
Net cash provided by investing activities from discontinued operations		-			-			1,950			-			1,950
Net cash (used in) investing activities		(60,822	)		(20,039	)		(50,289	)		77,011			(54,139	)
Intercompany sources		-			-			77,011			(77,011	)		-
Non-subsidiary sources		75,281			-			12,333			-			87,614
Net cash provided by financing activities		75,281			-			89,344			(77,011	)		87,614
Net increase (decrease) in cash and cash equivalents	$	7,938		$	(9,409	)	$	53,840		$	-		$	52,369

XML

BUSINESS AND GEOGRAPHIC SEGMENT INFORMATION - 10Q

6 Months Ended

12 Months Ended

Jun. 30, 2013

Dec. 31, 2012

BUSINESS AND GEOGRAPHIC SEGMENT INFORMATION [Abstract]

BUSINESS AND GEOGRAPHIC SEGMENT INFORMATION - 10Q

11. BUSINESS AND GEOGRAPHIC SEGMENT INFORMATION

The Company organizes its business and evaluates performance by its operating segments, Ocean, River and Offshore Supply Business. The accounting policies of the reportable segments are the same as those for the unaudited condensed consolidated financial statements (Note 2). The Company does not have significant intersegment transactions. These segments and their respective operations are as follows:

River Business: In our River Business, we own and operate several dry and tanker barges, and push boats. The dry barges transport basically agricultural and forestry products, iron ore and other cargoes, while the tanker barges carry petroleum products, vegetable oils and other liquids. We operate our pushboats and barges on the navigable waters of Parana, Paraguay and Uruguay Rivers and part of the River Plate in South America, also known as the Hidrovia region. River Business transportation services contributed 45% and 46% of consolidated operating revenues for the six-month periods ended June 30, 2013 and 2012, respectively.

We operate our pushboats and barges on the navigable waters of Parana, Paraguay and Uruguay Rivers and part of the River Plate in South America, also known as the Hidrovia region.

The company also has a shipyard that should promote organic growth and from time to time make external sales. Third party shipyard sales contributed 16% and 3% of consolidated operating revenues for the six-month periods ended June 30, 2013 and 2012, respectively.

Offshore Supply Business: We operate our Offshore Supply Business, using PSVs owned by UP Offshore (Bahamas), which eight are employed in the Brazilian market, one in the North Sea and the last one is currently proceeding form the building shipyard. PSVs are designed to transport supplies such as containerized equipment, drill casing, pipes and heavy loads on deck, along with fuel, water, drilling fluids and bulk cement in under deck tanks and a variety of other supplies to drilling rigs and platforms. Offshore Supply Business transportation services contributed 22% and 25% of consolidated operating revenues for the six-month periods ended June 30, 2013 and 2012, respectively.

Ocean Business: In our Ocean Business, we operate eight oceangoing vessels: four product tankers (one of which is on lease to us), two container feeder vessels under a container line service in Argentina cabotage trade, one oceangoing tug and one tank barge under the trade name Ultrapetrol. Our Handy size/small product tanker vessels transport liquid bulk goods such as petroleum and petroleum derivatives on major trade routes around the globe. Ocean Business transportation services contributed 17% and 26% of consolidated operating revenues for the six-month periods ended June 30, 2013 and 2012, respectively.

All of the Company's operating revenues were derived from its foreign operations. The following represents the Company's revenues attributed by geographical region in which services are provided to customers.

	For the six-month periods ended June 30, (unaudited)
	2013		2012
Revenues (1)
−South America	$	162,595	$	120,627
−Central America		21,021		9,523
−Europe		7,227		9,542
−North America		538		3,413
−Asia		8,295		930
	$	199,676	$	144,035

(1) Classified by country of domicile of charterers/customers.

The Company's vessels are highly mobile and regularly and routinely moved between countries within a geographical region of the world. In addition, these vessels may be redeployed among the geographical regions as changes in market conditions dictate. Because of this mobility, long-lived assets, primarily vessels and equipment cannot be allocated to any one country.

The following represents the Company's vessels and equipment based upon the assets' physical location as of the end of each applicable period presented:

	At June 30, 2013 (unaudited)		At December 31, 2012
Vessels and equipment, net
−South America	$	575,436	$	564,352
−Europe		24,924		25,474
−Asia		36,455		53,496
−Other		4,294		4,197
	$	641,109	$	647,519

For the six-month period ended June 30, 2013, 81% of the Company's revenues are concentrated in South America and at June 30, 2013, 90% of the Company's vessels and equipment are located in South America.

For the six-month period ended June 30, 2013, revenues from charterers domiciled in Argentina, Brazil and Paraguay represented 17%, 21% and 34%, of the Company's consolidated revenues, respectively.

For the six-month period ended June 30, 2012, 84% of the Company's revenues are concentrated in South America and at June 30, 2012, 85% of the Company's vessels and equipment are located in South America.

For the six-month period ended June 30, 2012 revenues from charterers domiciled in Argentina, Brazil and Paraguay represented 33%, 28% and 17%, of the Company's consolidated revenues, respectively.

As a result, the Company's financial condition and results of operations depend, to a significant extent, on macroeconomic, regulatory and political conditions prevailing in South America.

Revenue by segment consists only of services provided to external customers, as reported in the unaudited condensed consolidated statement of operations. Resources are allocated based on segment profit or loss from operation, before interest and taxes.

Identifiable assets represent those assets used in the operations of each segment.

The following schedule presents segment information about the Company's operations for the six-month period ended June 30, 2013 (unaudited):

	River Business			Offshore Supply Business		Ocean Business			Total
Revenues	$	122,531		$	42,447	$	34,698		$	199,676
Running and voyage and manufacturing expenses		92,127			20,583		30,324			143,034
Depreciation and amortization		11,727			5,395		3,401			20,523
Segment operating profit (loss)		10,664			11,636		(3,097	)		19,203
Segment assets		410,015			272,727		111,424			794,166
Investments in and receivables from affiliates		4,072			-		233			4,305
Loss from investment in affiliates		(302	)		-		(17	)		(319	)
Additions to long-lived assets		2,196			5,454		5,332			12,982

Reconciliation of total assets of the segments to amount included in the unaudited condensed consolidated balance sheets were as follow:

	At June 30, 2013 (unaudited)
Total assets for reportable segments	$	794,166
Other assets		14,609
Corporate cash and cash equivalents		131,315
Restricted cash to redeem 2014 Senior Notes		182,115
Consolidated total assets	$	1,122,205

The following schedule presents segment information about the Company's operations for the six-month period ended June 30, 2012 (unaudited):

	River Business			Offshore Supply Business		Ocean Business			Total
Revenues	$	71,128		$	35,170	$	37,737		$	144,035
Running and voyage and manufacturing expenses		63,960			19,435		31,595			114,990
Depreciation and amortization		10,776			5,233		5,042			21,051
Segment operating (loss) profit		(5,157	)		8,524		(4,062	)		(695	)
Loss from investment in affiliates		(663	)		-		(3	)		(666	)
Additions to long-lived assets		18,484			8,541		314			27,339

13.   BUSINESS AND GEOGRAPHIC SEGMENT INFORMATION

The Company organizes its business and evaluates performance by its operating segments, Ocean, River and Offshore Supply Business.  The accounting policies of the reportable segments are the same as those for the consolidated financial statements (Note 2).  The Company does not have significant intersegment transactions.  These segments and their respective operations are as follows:

River Business:  In our River Business, we own and operate several dry and tanker barges, and push boats.  In addition, we use one barge from our ocean fleet, the Alianza G2, as a transfer station.  The dry barges transport basically agricultural and forestry products, iron ore and other cargoes, while the tanker barges carry petroleum products, vegetable oils and other liquids.  We operate our pushboats and barges on the navigable waters of Parana, Paraguay and Uruguay Rivers and part of the River Plate in South America, also known as the Hidrovia region.  River Business transportation services contributed 52%, 57% and 52% of consolidated operating revenues for the years ended December 31, 2012, 2011 and 2010, respectively.

The Company also has a shipyard that should promote organic growth and from time to time make external sales.  Third party shipyard sales contributed 10%, 6% and 0% of consolidated operating revenues for the years ended December 31, 2012, 2011 and 2010, respectively.

Offshore Supply Business:  We operate our Offshore Supply Business, using PSVs owned by UP Offshore (Bahamas), which eight are employed in the Brazilian market and one in the North Sea.  PSVs are designed to transport supplies such as containerized equipment, drill casing, pipes and heavy loads on deck, along with fuel, water, drilling fluids and bulk cement in under deck tanks and a variety of other supplies to drilling rigs and platforms.  Offshore Supply Business transportation services contributed 25%, 21% and 24% of consolidated operating revenues for the years ended December 31, 2012, 2011 and 2010, respectively.

Ocean Business:  In our Ocean Business, we operate eight oceangoing vessels:  four product tankers (one of which is on lease to us), two container feeder vessels under a container line service in Argentina cabotage trade, one oceangoing tug and one tank barge under the trade name Ultrapetrol.  Our Handy size/small product tanker vessels transport liquid bulk goods such as petroleum and petroleum derivatives on major trade routes around the globe.  Ocean Business transportation services contributed 23%, 22% and 24% of consolidated operating revenues for the years ended December 31, 2012, 2011 and 2010, respectively.

All of the Company's operating revenues were derived from its foreign operations.  The following represents the Company's revenues attributed by geographical region in which services are provided to customers.

	For the years ended December 31,
	2012		2011		2010
Revenues (1)
−South America	$	238,572	$	267,420	$	199,585
−Europe		28,320		19,910		19,923
−Central America		35,333		16,499		5,624
−North America		7,438		227		1,219
−Asia		3,506		426		4,094
	$	313,169	$	304,482	$	230,445

(1)   Classified by country of domicile of charterers/costumers.

The Company's vessels are highly mobile and regularly and routinely moved between countries within a geographical region of the world.  In addition, these vessels may be redeployed among the geographical regions as changes in market conditions dictate.  Because of this mobility, long-lived assets, primarily vessels and equipment cannot be allocated to any one country.

The following represents the Company's vessels and equipment based upon the assets' physical location as of the end of each applicable period presented:

	At December 31,
	2012		2011
Vessels and equipment, net
−South America	$	564,352	$	572,512
−Europe		25,474		26,571
−Asia		53,496		68,149
−Other		4,197		4,213
	$	647,519	$	671,445

For the three years in the period ended December 31, 2012, 76%, 88% and 87% of the Company's revenues are concentrated in South America and at December 31, 2012 and 2011, 87% and 85% of the Company's vessels and equipment, respectively, are located in South America.

For the year ended December 31, 2012 revenues from charterers/customers domiciled in Argentina, Brazil, Uruguay and Paraguay represented 28%, 29%, 4% and 12%, of the Company's consolidated revenues, respectively.

For the year ended December 31, 2011 revenues from charterers/customers domiciled in Argentina, Brazil, Uruguay and Paraguay represented 29%, 25%, 20% and 12%, of the Company's consolidated revenues, respectively.

For the year ended December 31, 2010 revenues from charterers/customers domiciled in Argentina, Brazil, Uruguay and Paraguay represented 30%, 27%, 13% and 19%, of the Company's consolidated revenues, respectively.

As a result, the Company's financial condition and results of operations depend, to a significant extent, on macroeconomic, regulatory and political conditions prevailing in South America.

Revenue by segment consists only of services provided to external customers, as reported in the consolidated statement of operations.  Resources are allocated based on segment profit or loss from operation, before interest and taxes.

Identifiable assets represent those assets used in the operations of each segment.

The following schedule presents segment information about the Company's operations for the year ended December 31, 2012:

	River Business			Offshore Supply Business		Ocean Business			Total
Revenues	$	163,279		$	76,661	$	73,229		$	313,169
Running and voyage and manufacturing expenses		148,653			43,405		62,369			254,427
Depreciation and amortization		21,996			10,938		10,918			43,852
Segment operating (loss) profit		(18,963	)		17,615		(23,771	) (1)		(25,119	)
Segment assets		387,484			263,315		123,033			773,832
Investments in and receivables from affiliates		4,032			-		250			4,282
Loss from investment in affiliates		(1,168	)		-		(7	)		(1,175	)
Additions to long-lived assets		24,634			13,405		1,977			40,016

(1)   Includes an impairment charge for our product tanker M/V Amadeo of $16,000.

The following schedule presents segment information about the Company's operations for the year ended December 31, 2011:

	River Business			Offshore Supply Business		Ocean Business			Total
Revenues	$	174,594		$	64,606	$	65,282		$	304,482
Running and voyage and manufacturing expenses		132,719			38,852		53,036			224,607
Depreciation and amortization		20,139			9,436		9,569			39,144
Segment operating (loss) profit		13,138			10,999		(4,753	)		19,384
Segment assets		392,549			263,094		124,527			780,170
Investments in and receivables from affiliates		6,595			-		256			6,851
Loss from investment in affiliates		(1,042	)		-		(31	)		(1,073	)
Additions to long-lived assets (1)		73,265			19,502		3,345			96,112

(1)   Excludes $1,751, which corresponds to additions to corporate assets.

The following schedule presents segment information about the Company's operations for the year ended December 31, 2010:

	River Business			Offshore Supply Business		Ocean Business			Total
Revenues	$	120,024		$	54,283	$	56,138		$	230,445
Running and voyage and manufacturing expenses		80,702			29,637		40,583			150,922
Depreciation and amortization		17,248			7,178		9,945			34,371
Segment operating (loss) profit		10,244			10,611		(2,137	)		18,718
Segment assets		351,388			245,865		104,334			701,587
Investments in and receivables from affiliates		6,537			-		287			6,824
Income (Loss) from investment in affiliates		(322	)		-		(19	)		(341	)
Additions to long-lived assets		67,942			7,141		30,164			105,247

Reconciliation of total assets of the segments to amount included in the consolidated balance sheets were as follow:

	At December 31,
	2012		2011
Total assets for reportable segments	$	773,832	$	780,170
Other assets		14,271		16,021
Corporate cash and cash equivalents		222,215		34,096
Consolidated total assets	$	1,010,318	$	830,287

For the year ended December 31, 2012 revenues from one customer of Ultrapetrol Ocean and Offshore Supply Business represented $92,000 or 29% of the Company's consolidated revenues and revenues from one customer of Ultrapetrol River Business represented $49,600 or 16% of the Company's consolidated revenues.

For the year ended December 31, 2011 revenues from one customer of Ultrapetrol Ocean and Offshore

Supply Business represented $86,400 or 28% of the Company' s consolidated revenues and revenues from one customer of Ultrapetrol River Business represented $60,200 or 20% of the Company's consolidated revenues.

For the year ended December 31, 2010 revenues from one customer of Ultrapetrol Ocean and Offshore Supply Business represented $75,200 or 33% of the Company's consolidated revenues and revenues from one customer of Ultrapetrol River Business represented $50,400 or 22% of the Company's consolidated revenues.

XML

STOCK COMPENSATION (Details) (USD $) In Thousands, except Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009 Director
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of nonemployee directors				2
Restricted Common Stock Activity [Roll Forward]
Share-based compensation expense	$ 512	$ 1,079	$ 1,266
Unrecognized compensation cost	444	157
Unrecognized compensation cost expected to be recognized in 2013	157
Unrecognized compensation cost expected to be recognized in 2014	157
Unrecognized compensation cost expected to be recognized in 2015	130
The aggregate fair market value of the stock options on the grant date	105
Performance Based Restricted Common Stock [Member]
Restricted Common Stock Activity [Roll Forward]
Share-based compensation expense	0	402	576
Stock Options [Member]
Restricted Common Stock Activity [Roll Forward]
Share-based compensation expense	18
Unrecognized compensation cost	87
Period To Grand Stock Options	3 years
Period to cliff vest stock options	1 year
Risk Free Interest Rate (in hundredths)	0.76%
Expected dividend yield (in hundredths)	0.00%
Expected stock price volatility (in hundredths)	82.00%
Excepted life	5 years 6 months
Options Activity, Shares [Roll Forward]
Under option at January 1 (in shares)	348,750	348,750	348,750
Options granted (in shares)	109,762	0	0
Options exercised (in shares)	0	0	0
Options forfeited or expired (in shares)	0	0	0
Under option at December 31 (in shares)	458,512	348,750	348,750
Options exercisable at December 31 (in shares)	348,750	348,750	348,750
Options Activity, Exercise price
Under option at January 1 (in dollars per share)	$ 8.71	$ 11.00	$ 11.00	$ 11.00
Options granted (in dollars per share)	$ 1.43	$ 0	$ 0
Options exercised (in dollars per share)	$ 0	$ 0	$ 0
Options forfeited or expired (in dollars per share)	$ 0	$ 0	$ 0
Under option at December 31 (in dollars per share)	$ 8.71	$ 11.00	$ 11.00	$ 11.00
Options exercisable at December 31 (in dollars per share)	$ 11.00	$ 11.00	$ 11.00
Intrinsic value of options outstanding	24	0
Intrinsic value of options exercisable	$ 0	$ 0
Chief Executive Officer, Executive Vice President and Chief Financial Officer [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Renewal period of contract	3 years
Chief Executive Officer, Executive Vice President and Chief Financial Officer [Member] | Performance Based Restricted Common Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of companies	3
2006 Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares authorized (in shares)	5,000,000
Period options cannot be exercised	1 year
Period options cannot be sold	1 year
Term of options	10 years
2006 Plan [Member] | Performance Based Restricted Common Stock [Member]
Restricted Common Stock Activity [Roll Forward]
Nonvested shares outstanding at January 1 (in shares)	680,781	703,827	755,914
Granted (in shares)	329,375	0	12,689
Vested (in shares)	(524,312)	(23,046)	(25,640)
Forfeited (in shares)	(156,469)	0	(39,136)
Nonvested shares outstanding at December 31 (in shares)	329,375	680,781	703,827
2006 Plan shares issued as of the end of year (in shares)	1,246,503	838,644	783,358
Shares available for issuance under 2006 Plan as of the end of year (in shares)	3,753,497	4,161,356	4,216,642
2006 Plan [Member] | Stock Options [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of companies	3
2006 Plan [Member] | Chief Executive Officer, Executive Vice President and Chief Financial Officer [Member] | Performance Based Restricted Common Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares awarded (in shares)	329,375			329,375
Number of companies	3
Vesting period of stock	3 years
Market value of stock on grant date (in dollars per share)	$ 1.43			$ 5.11
Restricted Common Stock Activity [Roll Forward]
Vested (in shares)	(172,906)
Forfeited (in shares)	(156,469)
2006 Plan [Member] | Non-employee Director [Member] | Performance Based Restricted Common Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Market value of stock on grant date (in dollars per share)			$ 6.83	4.92
Annual vesting installments of shares granted to nonemployee director (in shares)	5,837	6,852
Restricted Common Stock Activity [Roll Forward]
Granted (in shares)			12,689	97,164
Vested (in shares)	(16,194)	(23,046)	(25,640)
Forfeited (in shares)	(39,136)
2006 Plan [Member] | Chief Executive Officer [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of companies	1
2006 Plan [Member] | Executive Vice President [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of companies	1
2006 Plan [Member] | Chief Financial Officer [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of companies	1

XML

SIGNIFICANT ACCOUNTING POLICIES (Policies)

6 Months Ended

12 Months Ended

Jun. 30, 2013

Dec. 31, 2012

SIGNIFICANT ACCOUNTING POLICIES [Abstract]

Basis of presentation and principles of consolidation

a)   Basis of presentation and principles of consolidation

The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("US GAAP").

The consolidated financial statements include the accounts of the Company and its subsidiaries, both majority and wholly owned. Significant intercompany accounts and transactions have been eliminated in this consolidation.  Investments in 50% or less owned affiliates, in which the Company exercises significant influence, are accounted for by the equity method.

Estimates

b)   Estimates

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the years.  Significant estimates have been made by management, including the allowance for doubtful accounts, insurance claims receivable, useful lives and valuation of vessels, hedge accounting, recoverability of tangible and intangible assets and certain accrued liabilities.  Actual results may differ from those estimates.

Revenues and related expenses

c)   Revenues and related expenses

Revenue is recorded when services are rendered, the Company has a signed charter agreement or other evidence of an arrangement, prices are fixed or determinable and collection is reasonably assured.

The primary source of the Company's revenue, freight transportation by river barges, ocean-going vessels or PSVs, is recognized based on time charters, bareboat charters, consecutive voyage charters or affreightment / voyage contracts.

Revenue from time charters and bareboat charters is earned and recognized on a daily basis.  Revenue from affreightment / voyage contracts and consecutive voyage charters is recognized based upon the percentage of voyage completion.  In our River Business, a voyage is deemed to commence upon the departure of the discharged barge of the previous voyage and is deemed to end upon the completion of discharge of the current voyage.  The percentage of voyage completion is based on the miles transited at the balance sheet date divided by the total miles expected for the voyage.  The position of the barge at the balance sheet date is determined by locating the position of the pushboat with the barge in tow through the use of a global positioning system ("GPS").

The Company does not begin recognizing revenue if the charter agreement has not been entered into with the customer, even if the vessel has discharged its cargo and is sailing to the anticipated load port on its next voyage.

Demurrage income represents charges made to the charterer when loading or discharging time exceeds the stipulated time in the voyage charter and is recognized as it is earned.

The recognition of revenue due to shortfalls on take or pay contracts occurs at the end of each declaration period. A declaration period is defined as the time period in which the contract volume obligation was to be met. If the volume was not met during that time period, then the amount of billable revenue resulting from the failure to perform will be calculated and recognized as it is billed.

Vessel voyage costs, primarily consisting of port, canal and bunker expenses that are unique to a particular charter, are paid for by the charterer under time charter arrangements or by the Company under voyage charter arrangements.  The commissions paid in advance are deferred and amortized over the related voyage charter period to the extent commissions are earned as the Company's revenues are earned.  Bunker expenses are capitalized when acquired as operating supplies and subsequently charged to voyage expenses as consumed.  All other voyage expenses and other vessel operating expenses are expensed as incurred.

From time to time we provide ship salvage services under Lloyd's Standard Form of Salvage Agreement ("LOF"). The Company recognizes costs as incurred on these LOF services.  Revenue is recorded at the time the LOF settlement or arbitration award occurs.  In those cases where a minimum salvage remuneration is guaranteed or determined by contract then such minimum amount is recognized in revenue when services are rendered.

In its River Business the Company uses the completed contract method for river barges built which typically have construction periods of 30 days or less. Contracts are considered complete when title has passed, the customer has technically accepted the river barges and the Company does not retain risks or rewards of ownership of the river barges. Losses are accrued if manufacturing costs are expected to exceed manufacturing contract revenue.

Manufacturing expenses are primarily comprised of steel cost, which is the largest component of our raw materials, and the cost of labor.

The Company accounts for multiple element arrangements, in accordance with ASC 605-25.  For such transactions, revenue on arrangements that include multiple elements is allocated to each element based on the relative fair value of each element, and fair value is determined by vendor-specific objective evidence of fair value (VSOE).

Foreign currency translation

d)   Foreign currency translation

The Company uses the US dollar as its functional currency.  Receivables and payables denominated in foreign currencies are translated into US dollars at the rate of exchange at the balance sheet date, while revenues and expenses are translated using the average exchange rate for each month.

Certain subsidiaries enter into transactions denominated in currencies other than their functional currency.  Changes in currency exchange rates between the functional currency and the currency in which a transaction is denominated are included in the consolidated statements of operations in the period in which the currency exchange rate changes.

Cash and cash equivalents

e)   Cash and cash equivalents

The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.  Cash equivalents consist of money market instruments and interest-bearing deposits.  The credit risk associated with cash and cash equivalents is considered to be low due to the high credit quality of the financial institutions with which the Company operates.

Restricted cash

f)   Restricted cash

Certain of the Company's loan agreements require the Company to fund:  (a) a loan retention account equivalent to the next loan installment (depending on the frequency of the repayment elected by the Company, i.e. quarterly or semi annually) plus interest which is used to fund the loan installments coming due, (b) a drydocking account which is restricted for use and can only be used for the purpose of paying for drydocking or special survey expenses and (c) cash deposits required as collateral with certain banks under the Company's borrowing arrangements.

Accounts receivable

g)   Accounts receivable

Most of the Company's accounts receivable are due from international oil companies, international grainhouses, traders and mining companies.  The Company performs ongoing credit evaluations of its trade customers and generally does not require collateral. The Company routinely reviews its accounts receivables and makes provisions for probable doubtful accounts; however, those provisions are estimates and actual results could differ from those estimates and those differences may be material. Trade receivables are deemed uncollectible and removed from accounts receivable and the allowance for doubtful accounts when collection efforts have been exhausted.

Accounts receivable from one customer of Ultrapetrol Ocean and Offshore Supply Business accounted for 27% of total consolidated accounts receivable as of December 31, 2012.

Accounts receivable from one customer of Ultrapetrol Ocean and Offshore Supply Business accounted for 24% and one customer of Ultrapetrol River Business accounted for 17% of total consolidated accounts receivable as of December 31, 2011.

Changes in the allowance for doubtful accounts for the three years ended December 31, 2012, were as follow:

	For the years ended December 31,
	2012			2011			2010
Balance at January 1	$	841		$	555		$	411
Provision		1,559			598			377
Recovery		(293	)		-			(18	)
Amounts written off (1)		(191	)		(312	)		(215	)
Balance at December 31	$	1,916		$	841		$	555

(1)   Accounts charged to the allowance when collection efforts cease.

Concentrations of credit risk

h)   Concentrations of credit risk

The Company is exposed to concentrations of credit risk associated with its cash and cash equivalents, restricted cash and derivative instruments. The Company minimizes its credit risk relating to these positions by monitoring the financial condition of the financial institutions and counterparties involved and by primarily conducting business with large, well-established financial institutions and diversifying its counterparties. The Company does not currently anticipate nonperformance by any of its significant counterparties. The Company is also exposed to concentrations of credit risk relating to its receivables due from customers in the industries in which operates. The Company does not generally require collateral or other security to support its outstanding receivables. The Company minimizes its credit risk relating to receivables by performing ongoing credit evaluations and, to date, credit losses have not been material.

Insurance claims receivable

i)   Insurance claims receivable

Insurance claims receivable comprise claims submitted relating to hull and machinery (H&M), protection and indemnity (P&I), loss of hire (LOH) and strike insurance coverage.  They are recorded when the recovery of an insurance claim is probable.  Deductible amounts related to covered incidents are expensed in the period of occurrence of the incident.  The credit risk associated with insurance claims receivable is considered low due to the high credit quality and funded status of the insurance underwriters and P&I clubs in which the Company is either a client or a member.  Insurance claims receivable, included in other receivables in the accompanying balance sheets, amounts to $6,017 and $4,531 at December 31, 2012 and 2011, respectively.

Operating supplies and inventories

j)   Operating supplies and inventories

Operating supplies and inventories are carried at the lower of cost or market and consist of the following:

	At December 31,
	2012		2011
River barges in progress and raw material related to barge production for sale to third parties	$	10,019	$	-
Fuel and supplies		3,619		4,520
	$	13,638	$	4,520

Vessels and equipment, net

k)   Vessels and equipment, net

Vessels and equipment are stated at cost less accumulated depreciation.  This cost includes the purchase price and all directly attributable costs (initial repairs, improvements and delivery expenses, interest and on-site supervision costs incurred during the construction periods).  Subsequent expenditures for conversions renewals or major improvements are also capitalized when they appreciably extend the life, increase the earning capacity or improve the safety of the vessels.

New barges built for the River Business segment in our own shipyard in Punta Alvear, Argentina are capitalized at cost.

Depreciation is computed net of the estimated scrap value which is equal to the product of each vessel's lightweight tonnage and estimated scrap value per lightweight ton and is recorded using the straight-line method over the estimated useful lives of the vessels.  Acquired secondhand vessels are depreciated from the date of their acquisition over the remaining estimated useful life.

From time to time, the Company acquires vessels which have already exceeded the Company's useful life policy, in which case the Company depreciates such vessels based on its best estimate of such vessel's remaining useful life, typically until the next survey or certification date.

Improvements to leased property are amortized over the shorter of their economic life or the respective lease term.

The estimated useful life of each of the Company's major categories of assets is as follows:

	Useful life (in years)
Ocean-going vessels	24 to 27
PSVs	24
River barges and push boats	35
Buildings	20 to 30
Furniture and equipment	5 to 15

However, when regulations place limitations over the ability of a vessel to trade, its useful life is adjusted to end at the date such regulations become effective. Currently, these regulations do not affect any of our vessels.

At the time vessels are disposed of, the assets and related accumulated depreciation are removed from the accounts, and any resulting gain or loss is recorded in other operating income.

Long-lived assets are reviewed for impairment, whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.  If the sum of the expected future undiscounted cash flows is less than the carrying amount of the asset, a loss is recognized for the difference between the fair value and carrying value of the asset.  The assumptions used to develop estimates of future undiscounted cash flows are based on historical trends as well as future expectations. To the extent impairment indicators are present, the Company determines undiscounted projected net operating cash flows for each vessel in the Ocean and Offshore Supply Business and as a fleet in the River Business and compares them to their carrying value. The cash flow period is based on the remaining lives of the vessels or the fleet, which range from 4 to 24 years.  The projected net operating cash flows are determined by considering the charter revenues from existing time charters for the fixed fleet days and an estimated daily time charter equivalent for the unfixed days. The Company estimates the daily time charter equivalent for the unfixed days based on the historical average for similar vessels and utilizing available market data for time charter and spot market rates and forward freight agreements over the remaining estimated life of the vessel, net of brokerage commissions, expected outflows for assets' maintenance and assets' operating expenses (including planned drydocking and special survey expenditures),  and fleet utilization ranging from 93% to 99%. The salvage value used in the impairment test is estimated in $405 (four hundred and five U.S. dollars) per light weight ton (LWT) in accordance with the Company's assets' depreciation policy. Although the Company believes that the assumptions used to evaluate potential impairment are reasonable and appropriate, such assumptions are highly subjective. There can be no assurance as to how long charter rates and vessel values will remain at their currently low levels or whether they will improve by any significant degree. Charter rates may remain at depressed levels for some time which could adversely affect the Company's revenue and profitability, and future assessments of asset impairment. As a result of the impairment review, the Company determined that the carrying amounts of its assets were recoverable, and therefore, concluded that no impairment loss was necessary for 2010, 2011 and 2012, except for the charge described below.

During the year ended December 31, 2012, the Company recorded an impairment charge totaling $16,000 to write down the carrying amount of its product tanker M/V Amadeo to its estimated fair value. The write down was as a consequence of the level of distress in the tanker market, and its high operational costs.

Dry dock costs

l)   Dry dock costs

The Company's vessels must be periodically drydocked and pass inspections to maintain their operating classification, as mandated by maritime regulations.  Costs incurred to drydock a vessel / pushboat are deferred and amortized using the straight-line method over the period to the next drydock, generally 24 to 36 months.  Drydocking costs incurred are comprised of: painting the vessel's hull and sides, recoating cargo and fuel tanks, and performing other engine and equipment maintenance activities to bring the vessel into compliance with classification standards.  The unamortized portion of dry dock costs for vessels that are sold are written off and included in the calculation of the resulting gain or loss in the year of the vessel's sale.

Expenditures for maintenance and minor repairs are expensed as incurred.

Investments in affiliates

m)   Investments in affiliates

These investments are accounted for by the equity method. At December 31, 2012 and 2011 and for each of the three years in the period ended December 31, 2012, this includes our interest in 50% of Obras Terminales y Servicios S.A. ("OTS S.A.") and in 49% of Marítima Sipsa S.A.

At December 31, 2011 and for the years ended December 31, 2011 and 2010 it also includes our interest in 50% of Puertos del Sur S.A.  As described in Note 4, during 2012 the Company purchased the other 50% of Puertos del Sur S.A.

Identifiable intangible assets

n)   Identifiable intangible assets

The Company's intangible assets arose as a result of the Ravenscroft acquisition in 2006, and consist principally of a safety management system which is being amortized over its useful life of eight years using the straight-line method.

Accumulated amortization at December 31, 2012 and 2011 amounted to $1,181 and $1,006, respectively and amortization for the three years in the period ended December 31, 2012 amounted to $175, $175 and $305, respectively.  Amortization of intangible assets for the five years subsequent to December 31, 2012 is expected to be $175 in 2013 and $44 in 2014.

Goodwill

o)   Goodwill

Goodwill is recorded when the purchase price paid for an acquisition exceeds the estimated fair value of net identified tangible and intangible assets acquired.  The Company performs an annual impairment test of goodwill and further periodic tests to the extent indicators of impairment develop between annual impairment tests.  The Company's impairment review process compares the fair value of the reporting unit to its carrying value, including the goodwill related to the reporting unit.  To determine the fair value of the reporting unit, the Company uses a discounted future cash flow ("DCF") approach that uses estimates for revenue, costs and appropriate discount rates, among others.  These various estimates are reviewed each time the Company tests goodwill for impairment and many are developed as part of the Company's routine business planning and forecasting process.  The Company believes its estimates and assumptions are reasonable; however, variations from those estimates could produce materially different results.

Other assets

p)   Other assets

This account corresponds to costs incurred to issue debt net of amortization costs, which are being amortized over the term of the debt using the effective interest rate method.  Any unamortized balance of costs relating to debt repaid or refinanced is expensed in the period the repayment or refinancing is made, subject to the accounting guidance regarding debt modifications and extinguishment.  Amortization for debt issuance expense for the three years in the period ended December 31, 2012 totaled $2,217; $2,323 and $1,340, respectively, and is included in financial expense in the accompanying consolidated statements of operations.

Accounts payable

q)   Accounts payable

Accounts payable at December 31, 2012 and 2011 consists of insurance premium payables, operating expenses, among others.

Deferred gains -- River barges sale-leaseback transactions

r)   Deferred gains -- River barges sale-leaseback transactions

The Company has entered into a river barges sale-leaseback transaction (Note 15) with a finance company.  Gains are deferred to the extent of the present value of future minimum lease payments and are amortized as reductions to rental expense over the applicable lease term.  Deferred gains activity related to these transactions for the year ended December 31, 2012 is as follows:

Balance at beginning of year	$	-
Deferred gains arising from sales		2,116
Amortization of deferred gains included in operating expenses as reduction to rental expense		(30	)
Balance at end of the year	$	2,086

Comprehensive loss

c) Comprehensive income (loss)

The components of accumulated other comprehensive income (loss) in the condensed consolidated balance sheets were as follows:

	At June 30, 2013 (unaudited)			At December 31, 2012
Unrealized net losses on interest rate collar	$	(1,482	)	$	(1,958	)
Unrealized net losses on interest rate swap		(190	)		(803	)
Unrealized net gains on EURO hedge		132			137
Accumulated other comprehensive income (loss)		(1,540	)		(2,624	)
Amounts attributable to noncontrolling interest		(12	)		(46	)
Amounts attributable to Ultrapetrol (Bahamas) Limited	$	(1,528	)	$	(2,578	)

s)   Comprehensive loss

The components of accumulated other comprehensive loss in the consolidated balance sheets were as follows:

	At December 31,
	2012			2011
Unrealized net losses on interest rate collar	$	(1,958	)	$	(1,727	)
Unrealized net losses on interest rate swaps		(803	)		(482	)
Unrealized net gains on EURO hedge		137			145
Accumulated other comprehensive loss		(2,624	)		(2,064	)
Amounts attributable to noncontrolling interest		(46	)		(27	)
Amounts attributable to Ultrapetrol (Bahamas) Limited	$	(2,578	)	$	(2,037	)

At December 31, 2012, the Company expects that it will reclassify $996 of net losses on interest rate collar and interest rate swaps from accumulated other comprehensive loss to earnings during the next twelve months related to the payments of interest of our variable interest rate debt that will affect earnings for 2013.

Derivative financial instruments

t)   Derivative financial instruments

The Company from time to time uses derivative financial instruments to reduce risk from foreign currency fluctuations, changes in spot market rates for oceangoing vessels, changes in interest rate and changes in bunker fuel prices.

The Company recognizes all of its derivative instruments as either assets or liabilities in the balance sheet at fair value.  The accounting for changes in the fair value (i.e., gains or losses) of a derivative financial instrument depends on whether it has been designated and qualifies as part of a hedging relationship and further, on the type of hedging relationship.

For derivative financial instruments that are designated and qualify as cash flow hedges, the effective portion of the gain or loss on the derivative financial instrument is reported as a component of other comprehensive loss and reclassified into earnings in the same line item associated with the hedged transaction in the same period or periods during which the hedged transaction affects earnings.  The ineffective portion of a derivative's change in fair value is immediately recognized in income.

Derivative financial instruments that are not designated as hedges for accounting purposes are adjusted to fair value through income.

Loss per share

b) Income (Loss) per share attributable to Ultrapetrol (Bahamas) Limited

Basic income (loss) per share attributable to Ultrapetrol (Bahamas) Limited is computed by dividing the net income (loss) by the weighted average number of common shares outstanding during the relevant periods net of shares held in treasury. Diluted income (loss) per share attributable to Ultrapetrol (Bahamas) Limited reflects the potential dilution that could occur if securities or other contracts to issue common shares result in the issuance of such shares. In determining dilutive shares for this purpose the Company assumes, through the application of the treasury stock and if-converted methods, all restricted stock grants have vested, all common shares have been issued pursuant to the exercise of all outstanding stock options and all common shares have been issued pursuant to the conversion of all outstanding convertible notes.

For the six-month period ended June 30, 2012, the Company had a net loss and therefore the effect of potentially dilutive securities was antidilutive.

The following outstanding equity awards are not included in the diluted net income (loss) per share attributable to Ultrapetrol (Bahamas) Limited calculation because they would have had an antidilutive effect:

	For the six month periods ended June 30, (unaudited)
	2013		2012
Stock options		348,750		348,750
Restricted stock		-		680,000
Convertible debt		-		13,051,000
Total		348,750		14,079,750

The following table sets forth the computation of basic and diluted net income (loss) per share attributable to Ultrapetrol (Bahamas) Limited:

	For the six month periods ended June 30, (unaudited)
	2013		2012
Net income (loss) attributable to Ultrapetrol (Bahamas) Limited	$	7,632	$	(19,217	)
Basic weighted average number of shares		140,092,934		29,568,622
Effect on dilutive shares-- Options and restricted stock		182,858		-
Diluted weighted average number of shares		140,275,792		29,568,622
Basic and diluted income (loss) per share attributable to Ultrapetrol (Bahamas) Limited	$	0.05	$	(0.65	)

u)   Loss per share

Basic loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding during the relevant periods net of shares held in treasury.  Diluted loss per share reflects the potential dilution that could occur if securities or other contracts to issue common shares result in the issuance of such shares.  In determining dilutive shares for this purpose the Company assumes, through the application of the treasury stock and if-converted methods, all restricted stock grants have vested, all common shares have been issued pursuant to the exercise of all outstanding stock options and all common shares have been issued pursuant to the conversion of all outstanding convertible notes.

For the three years in the period ended December 31, 2012, the Company had a net loss from continuing operations and therefore the effect of potentially dilutive securities was antidilutive.

The following outstanding equity awards are not included in the diluted net loss per share calculation because they would have had an antidilutive effect:

	For the years ended December 31,
	2012		2011		2010
Stock options		459,000		349,000		349,000
Restricted stock		329,000		705,000		520,000
Convertible debt		13,051,000		13,051,000		13,051,000
Total		13,839,000		14,105,000		13,920,000

The following table sets forth the computation of basic and diluted loss per share attributable to Ultrapetrol (Bahamas) Limited.

	For the years ended December 31,
	2012			2011			2010
Loss from continuing operations	$	(63,657	)	$	(18,805	)	$	(4,856	)
Loss from discontinued operations		-			-			(515	)
Net loss	$	(63,657	)	$	(18,805	)	$	(5,371	)

	For the years ended December 31,
	2012			2011			2010
Basic and diluted weighted average number of shares		35,382,913			29,547,365			29,525,025
Basic and diluted loss per share:
From continuing operations	$	(1.80	)	$	(0.64	)	$	(0.16	)
From discontinued operations		-			-			(0.02	)
	$	(1.80	)	$	(0.64	)	$	(0.18	)

Stock compensation

v)   Stock compensation

Stock-based compensation cost is measured at the date of grant, based on the calculated fair value of the award, and is recognized as expense over the employee's service period, which is generally the vesting period of the equity grant. The fair value of performance based restricted common stock awards that are probable of being earned is expensed over the performance periods as the awards vest.  The Company does not estimate forfeitures in its expense calculations as forfeiture history has been minor.

Other operating income, net

w)   Other operating income, net

For the three years in the period ended December 31, 2012, this account includes:

	For the years ended December 31,
	2012		2011			2010
Arbitration award (1)	$	-	$	4,748		$	-
Gain on sale of vessels, net		3,564		-			724
Claims against insurance companies, net (2)		3,901		3,543			(46	)
Other		911		(34	)		(61	)
	$	8,376	$	8,257		$	617

(1)   One of our subsidiaries in the River Business, UABL Paraguay S.A., made a claim against a former customer in an arbitration proceeding where we claim damages for non performance under a transportation contract. On December 2, 2011 a final amount of $5,308 was awarded to the Company, which was collected on December 21, 2011. Due to the disputed nature of the claim, the Company had not recognized any income related to the claim and now since the arbitration proceeding was favorably settled and collected recognizing an income of $4,748, after deducting related legal fees of $560.

(2)   Corresponds to loss of hire insurance claims.

Income taxes

x)   Income taxes

The Company accounts for deferred income taxes under the liability method.  Under this method, deferred income tax assets and liabilities are established for temporary differences between the financial reporting basis and the tax basis of the Company's assets and liabilities at each period end corresponding to those jurisdictions subject to income taxes.  Deferred tax assets are recognized for all deductible temporary differences and an offsetting valuation allowance is recorded to the extent that it is not more likely than not that the deferred tax assets will be realized.  Deferred tax is measured based on tax rates and laws enacted or substantively enacted at the balance sheet date in any jurisdiction.

Income tax regulations in the different countries in which we operate are subject to interpretation by taxing authorities.  As a result, our judgment in the determination of uncertain income tax positions could be interpreted differently.  In this sense, the income tax returns of our primary income tax jurisdictions remain subject to examination by related tax authorities.  The tax returns are open to examination from 3 to 7 years.

Accounting standards recently adopted

y)   Accounting standards recently adopted

On January 1, 2012, we adopted an update issued by the Financial Accounting Standards Board, or FASB to existing guidance on the presentation of comprehensive income. This update requires the presentation of the components of net loss and other comprehensive income (loss) either in a single continuous statement or in two separate but consecutive statements. Net loss and other comprehensive income (loss) has been presented in two separate but consecutive statements for the current reporting period and prior comparative period in our consolidated financial statements.

XML

DERIVATIVE INSTRUMENTS AND HEDGING STRATEGIES

6 Months Ended

12 Months Ended

Jun. 30, 2013

Dec. 31, 2012

DERIVATIVE INSTRUMENTS AND HEDGING STRATEGIES [Abstract]

DERIVATIVE INSTRUMENTS AND HEDGING STRATEGIES

8. DERIVATIVE INSTRUMENTS AND HEDGING STRATEGIES

Liabilities arising from outstanding derivative positions are included in the accompanying unaudited condensed consolidated balance sheets as other liabilities, as follows:

	At June 30, 2013 (unaudited)
	Current other liabilities		Noncurrent other liabilities
Derivatives designated as hedging instruments
Interest rate collar (cash flow hedge)	$	718	$	764
Interest rate swaps (cash flow hedge)		349		320
	$	1,067	$	1,084

	At December 31, 2012
	Current other liabilities		Noncurrent other liabilities
Derivatives designated as hedging instruments
Interest rate collar (cash flow hedge)	$	722	$	1,235
Interest rate swaps (cash flow hedge)		348		791
	$	1,070	$	2,026

The Company evaluates the risk of counterparty default by monitoring the financial condition of the financial institutions and counterparties involved, by primarily conducting business with large, well-established financial institutions and international traders, and diversifying its counterparties. The Company does not currently anticipate nonperformance by any of its counterparties.

CASH FLOW HEDGE

INTEREST RATE COLLAR AGREEMENT

On May 7, 2010, through UABL Limited, our holding subsidiary in the River Business, we entered into an interest rate collar transaction with International Finance Corporation (IFC) through which we expect to hedge our exposure to interest volatility under our financings with IFC and OFID from June 2010 to June 2016. The initial notional amount is $75,000 (subsequently adjusted in accordance with the amortization schedule under these financings), with UABL Limited being the USD Floor Rate seller at a floor strike rate of 1.69%, and IFC being the USD Cap Rate seller at a cap strike rate of 5.00%. This contract qualifies for hedge accounting and as such changes in its fair value are included in other comprehensive income (loss) in the unaudited condensed consolidated financial statements. The fair value of this agreement equates to the amount that would be paid or received by the Company if the agreement were cancelled at the reporting date, taking into account current and prospective interest rates and creditworthiness of the Company.

As of June 30, 2013, the total notional amount of the interest rate collar is $65,217.

INTEREST RATE SWAP AGREEMENTS

Through our subsidiaries in the Offshore Supply Business, we have entered into various interest rate swap agreements maturing in September 2016, October 2016, and December 2018 that call our subsidiaries to pay fixed interest rates ranging from 0.89% to 3.67% on aggregate notional values of $49,500 and receive a variable interest rate based on LIBOR on these notional values. The purpose of these interest rate swap agreements is to hedge our exposure to interest volatility under our financings with DVB Bank SE and Banco Security and DVB Bank SE, NIBC and ABN Amro.

These contracts qualify for hedge accounting and as such changes in its fair value are included in other comprehensive income (loss) in the unaudited condensed consolidated financial statements. The fair value of these agreements equate to the amount that would be paid or received by the Company if the agreement was cancelled at the reporting date, taking into account current and prospective interest rates and creditworthiness of the Company.

As of June 30, 2013, the total notional amount of the interest rate swaps is $46,554.

7.   DERIVATIVE INSTRUMENTS AND HEDGING STRATEGIES

Liabilities arising from outstanding derivative positions are included in the accompanying consolidated balance sheets as other liabilities, as follows:

	At December 31, 2012
	Current other liabilities		Noncurrent other liabilities
Derivatives designated as hedging instruments
Interest rate collar (cash flow hedge)	$	722	$	1,235
Interest rate swaps (cash flow hedge)		348		791
	$	1,070	$	2,026

	At December 31, 2011
	Current other liabilities		Noncurrent other liabilities
Derivatives designated as hedging instruments
Interest rate collar (cash flow hedge)	$	582	$	1,145
Interest rate swaps (cash flow hedge)		251		643
	$	833	$	1,788

The Company evaluates the risk of counterparty default by monitoring the financial condition of the financial institutions and counterparties involved, by primarily conducting business with large, well-established financial institutions and international traders, and diversifying its counterparties. The Company does not currently anticipate nonperformance by any of its counterparties.

CASH FLOW HEDGE

INTEREST RATE COLLAR AGREEMENT

On May 7, 2010, through UABL Limited, our holding subsidiary in the River Business, we entered into an interest rate collar transaction with International Finance Corporation (IFC) through which we expect to hedge our exposure to interest volatility under our financings with IFC and OFID from June 2010 to June 2016. The initial notional amount is $75,000 (subsequently adjusted in accordance with the amortization schedule under these financings), with UABL Limited being the USD Floor Rate seller at a floor strike rate of 1.69%, and IFC being the USD Cap Rate seller at a cap strike rate of 5.00%. This contract qualifies for hedge accounting and as such changes in its fair value are included in other comprehensive loss in the consolidated financial statements. The fair value of this agreement equates to the amount that would be paid or received by the Company if the agreement was cancelled at the reporting date, taking into account current and prospective interest rates and creditworthiness of the Company.

As of December 31, 2012, the total notional amount of the interest rate collar is $68,478.

INTEREST RATE SWAP AGREEMENTS

Through our subsidiaries in the Offshore Supply Business, we have entered into various interest rate swap agreements maturing in October 2016 and December 2018 that call our subsidiaries to pay fixed interest rates ranging from 0.89% to 3.67% on aggregate notional values of $30,850 and receive a variable interest rate based on LIBOR on these notional values. The purpose of these interest rate swap agreements is to hedge our exposure to interest volatility under our financings with DVB Bank SE and Banco Security and DVB Bank SE and NIBC.

These contracts qualify for hedge accounting and as such changes in its fair value are included in other comprehensive loss in the consolidated financial statements. The fair value of these agreements equate to the amount that would be paid or received by the Company if the agreement were cancelled at the reporting date, taking into account current and prospective interest rates and creditworthiness of the Company.

As of December 31, 2012, the total notional amount of the interest rate swaps is $29,392.

Subsequent events

On January 18, 2013 the interest rate swap agreements entered into to hedge our exposure to interest volatility under our financing with DVB Bank SE and NIBC, were novated to hedge our exposure under our financing with DVB Bank America, NIBC and ABN Amro.

OTHER DERIVATIVE INSTRUMENTS

Freight Forward Agreement

From April 2008 onwards, the Company entered into FFAs either via a clearing house or over the counter with the objective to utilize them as hedging instruments to reduce its exposure to changes in the spot market rates earned by its vessels in the Capesize fleet.

As result of the sale of Princess Marisol and Princess Katherine in 2010, FFA positions maturing between May and December 2010 were no longer probable of occurring and thus no longer qualified as effective cash flow hedges.

During the year ended December 31, 2010, the Company recorded an aggregate realized gain of $10,710, in connection with these FFA positions, which are reflected in the Company's consolidated statements of operations as Other income (expenses) – (loss) gains on derivatives, net and received net cash settlements for its FFA positions totaling $16,666.

XML

BUSINESS AND GEOGRAPHIC SEGMENT INFORMATION

6 Months Ended

12 Months Ended

Jun. 30, 2013

Dec. 31, 2012

BUSINESS AND GEOGRAPHIC SEGMENT INFORMATION [Abstract]

BUSINESS AND GEOGRAPHIC SEGMENT INFORMATION

11. BUSINESS AND GEOGRAPHIC SEGMENT INFORMATION

The Company organizes its business and evaluates performance by its operating segments, Ocean, River and Offshore Supply Business. The accounting policies of the reportable segments are the same as those for the unaudited condensed consolidated financial statements (Note 2). The Company does not have significant intersegment transactions. These segments and their respective operations are as follows:

River Business: In our River Business, we own and operate several dry and tanker barges, and push boats. The dry barges transport basically agricultural and forestry products, iron ore and other cargoes, while the tanker barges carry petroleum products, vegetable oils and other liquids. We operate our pushboats and barges on the navigable waters of Parana, Paraguay and Uruguay Rivers and part of the River Plate in South America, also known as the Hidrovia region. River Business transportation services contributed 45% and 46% of consolidated operating revenues for the six-month periods ended June 30, 2013 and 2012, respectively.

We operate our pushboats and barges on the navigable waters of Parana, Paraguay and Uruguay Rivers and part of the River Plate in South America, also known as the Hidrovia region.

The company also has a shipyard that should promote organic growth and from time to time make external sales. Third party shipyard sales contributed 16% and 3% of consolidated operating revenues for the six-month periods ended June 30, 2013 and 2012, respectively.

Offshore Supply Business: We operate our Offshore Supply Business, using PSVs owned by UP Offshore (Bahamas), which eight are employed in the Brazilian market, one in the North Sea and the last one is currently proceeding form the building shipyard. PSVs are designed to transport supplies such as containerized equipment, drill casing, pipes and heavy loads on deck, along with fuel, water, drilling fluids and bulk cement in under deck tanks and a variety of other supplies to drilling rigs and platforms. Offshore Supply Business transportation services contributed 22% and 25% of consolidated operating revenues for the six-month periods ended June 30, 2013 and 2012, respectively.

Ocean Business: In our Ocean Business, we operate eight oceangoing vessels: four product tankers (one of which is on lease to us), two container feeder vessels under a container line service in Argentina cabotage trade, one oceangoing tug and one tank barge under the trade name Ultrapetrol. Our Handy size/small product tanker vessels transport liquid bulk goods such as petroleum and petroleum derivatives on major trade routes around the globe. Ocean Business transportation services contributed 17% and 26% of consolidated operating revenues for the six-month periods ended June 30, 2013 and 2012, respectively.

All of the Company's operating revenues were derived from its foreign operations. The following represents the Company's revenues attributed by geographical region in which services are provided to customers.

	For the six-month periods ended June 30, (unaudited)
	2013		2012
Revenues (1)
−South America	$	162,595	$	120,627
−Central America		21,021		9,523
−Europe		7,227		9,542
−North America		538		3,413
−Asia		8,295		930
	$	199,676	$	144,035

(1) Classified by country of domicile of charterers/customers.

The Company's vessels are highly mobile and regularly and routinely moved between countries within a geographical region of the world. In addition, these vessels may be redeployed among the geographical regions as changes in market conditions dictate. Because of this mobility, long-lived assets, primarily vessels and equipment cannot be allocated to any one country.

The following represents the Company's vessels and equipment based upon the assets' physical location as of the end of each applicable period presented:

	At June 30, 2013 (unaudited)		At December 31, 2012
Vessels and equipment, net
−South America	$	575,436	$	564,352
−Europe		24,924		25,474
−Asia		36,455		53,496
−Other		4,294		4,197
	$	641,109	$	647,519

For the six-month period ended June 30, 2013, 81% of the Company's revenues are concentrated in South America and at June 30, 2013, 90% of the Company's vessels and equipment are located in South America.

For the six-month period ended June 30, 2013, revenues from charterers domiciled in Argentina, Brazil and Paraguay represented 17%, 21% and 34%, of the Company's consolidated revenues, respectively.

For the six-month period ended June 30, 2012, 84% of the Company's revenues are concentrated in South America and at June 30, 2012, 85% of the Company's vessels and equipment are located in South America.

For the six-month period ended June 30, 2012 revenues from charterers domiciled in Argentina, Brazil and Paraguay represented 33%, 28% and 17%, of the Company's consolidated revenues, respectively.

As a result, the Company's financial condition and results of operations depend, to a significant extent, on macroeconomic, regulatory and political conditions prevailing in South America.

Revenue by segment consists only of services provided to external customers, as reported in the unaudited condensed consolidated statement of operations. Resources are allocated based on segment profit or loss from operation, before interest and taxes.

Identifiable assets represent those assets used in the operations of each segment.

The following schedule presents segment information about the Company's operations for the six-month period ended June 30, 2013 (unaudited):

	River Business			Offshore Supply Business		Ocean Business			Total
Revenues	$	122,531		$	42,447	$	34,698		$	199,676
Running and voyage and manufacturing expenses		92,127			20,583		30,324			143,034
Depreciation and amortization		11,727			5,395		3,401			20,523
Segment operating profit (loss)		10,664			11,636		(3,097	)		19,203
Segment assets		410,015			272,727		111,424			794,166
Investments in and receivables from affiliates		4,072			-		233			4,305
Loss from investment in affiliates		(302	)		-		(17	)		(319	)
Additions to long-lived assets		2,196			5,454		5,332			12,982

Reconciliation of total assets of the segments to amount included in the unaudited condensed consolidated balance sheets were as follow:

	At June 30, 2013 (unaudited)
Total assets for reportable segments	$	794,166
Other assets		14,609
Corporate cash and cash equivalents		131,315
Restricted cash to redeem 2014 Senior Notes		182,115
Consolidated total assets	$	1,122,205

The following schedule presents segment information about the Company's operations for the six-month period ended June 30, 2012 (unaudited):

	River Business			Offshore Supply Business		Ocean Business			Total
Revenues	$	71,128		$	35,170	$	37,737		$	144,035
Running and voyage and manufacturing expenses		63,960			19,435		31,595			114,990
Depreciation and amortization		10,776			5,233		5,042			21,051
Segment operating (loss) profit		(5,157	)		8,524		(4,062	)		(695	)
Loss from investment in affiliates		(663	)		-		(3	)		(666	)
Additions to long-lived assets		18,484			8,541		314			27,339

13.   BUSINESS AND GEOGRAPHIC SEGMENT INFORMATION

The Company organizes its business and evaluates performance by its operating segments, Ocean, River and Offshore Supply Business.  The accounting policies of the reportable segments are the same as those for the consolidated financial statements (Note 2).  The Company does not have significant intersegment transactions.  These segments and their respective operations are as follows:

River Business:  In our River Business, we own and operate several dry and tanker barges, and push boats.  In addition, we use one barge from our ocean fleet, the Alianza G2, as a transfer station.  The dry barges transport basically agricultural and forestry products, iron ore and other cargoes, while the tanker barges carry petroleum products, vegetable oils and other liquids.  We operate our pushboats and barges on the navigable waters of Parana, Paraguay and Uruguay Rivers and part of the River Plate in South America, also known as the Hidrovia region.  River Business transportation services contributed 52%, 57% and 52% of consolidated operating revenues for the years ended December 31, 2012, 2011 and 2010, respectively.

The Company also has a shipyard that should promote organic growth and from time to time make external sales.  Third party shipyard sales contributed 10%, 6% and 0% of consolidated operating revenues for the years ended December 31, 2012, 2011 and 2010, respectively.

Offshore Supply Business:  We operate our Offshore Supply Business, using PSVs owned by UP Offshore (Bahamas), which eight are employed in the Brazilian market and one in the North Sea.  PSVs are designed to transport supplies such as containerized equipment, drill casing, pipes and heavy loads on deck, along with fuel, water, drilling fluids and bulk cement in under deck tanks and a variety of other supplies to drilling rigs and platforms.  Offshore Supply Business transportation services contributed 25%, 21% and 24% of consolidated operating revenues for the years ended December 31, 2012, 2011 and 2010, respectively.

Ocean Business:  In our Ocean Business, we operate eight oceangoing vessels:  four product tankers (one of which is on lease to us), two container feeder vessels under a container line service in Argentina cabotage trade, one oceangoing tug and one tank barge under the trade name Ultrapetrol.  Our Handy size/small product tanker vessels transport liquid bulk goods such as petroleum and petroleum derivatives on major trade routes around the globe.  Ocean Business transportation services contributed 23%, 22% and 24% of consolidated operating revenues for the years ended December 31, 2012, 2011 and 2010, respectively.

All of the Company's operating revenues were derived from its foreign operations.  The following represents the Company's revenues attributed by geographical region in which services are provided to customers.

	For the years ended December 31,
	2012		2011		2010
Revenues (1)
−South America	$	238,572	$	267,420	$	199,585
−Europe		28,320		19,910		19,923
−Central America		35,333		16,499		5,624
−North America		7,438		227		1,219
−Asia		3,506		426		4,094
	$	313,169	$	304,482	$	230,445

(1)   Classified by country of domicile of charterers/costumers.

The Company's vessels are highly mobile and regularly and routinely moved between countries within a geographical region of the world.  In addition, these vessels may be redeployed among the geographical regions as changes in market conditions dictate.  Because of this mobility, long-lived assets, primarily vessels and equipment cannot be allocated to any one country.

The following represents the Company's vessels and equipment based upon the assets' physical location as of the end of each applicable period presented:

	At December 31,
	2012		2011
Vessels and equipment, net
−South America	$	564,352	$	572,512
−Europe		25,474		26,571
−Asia		53,496		68,149
−Other		4,197		4,213
	$	647,519	$	671,445

For the three years in the period ended December 31, 2012, 76%, 88% and 87% of the Company's revenues are concentrated in South America and at December 31, 2012 and 2011, 87% and 85% of the Company's vessels and equipment, respectively, are located in South America.

For the year ended December 31, 2012 revenues from charterers/customers domiciled in Argentina, Brazil, Uruguay and Paraguay represented 28%, 29%, 4% and 12%, of the Company's consolidated revenues, respectively.

For the year ended December 31, 2011 revenues from charterers/customers domiciled in Argentina, Brazil, Uruguay and Paraguay represented 29%, 25%, 20% and 12%, of the Company's consolidated revenues, respectively.

For the year ended December 31, 2010 revenues from charterers/customers domiciled in Argentina, Brazil, Uruguay and Paraguay represented 30%, 27%, 13% and 19%, of the Company's consolidated revenues, respectively.

As a result, the Company's financial condition and results of operations depend, to a significant extent, on macroeconomic, regulatory and political conditions prevailing in South America.

Revenue by segment consists only of services provided to external customers, as reported in the consolidated statement of operations.  Resources are allocated based on segment profit or loss from operation, before interest and taxes.

Identifiable assets represent those assets used in the operations of each segment.

The following schedule presents segment information about the Company's operations for the year ended December 31, 2012:

	River Business			Offshore Supply Business		Ocean Business			Total
Revenues	$	163,279		$	76,661	$	73,229		$	313,169
Running and voyage and manufacturing expenses		148,653			43,405		62,369			254,427
Depreciation and amortization		21,996			10,938		10,918			43,852
Segment operating (loss) profit		(18,963	)		17,615		(23,771	) (1)		(25,119	)
Segment assets		387,484			263,315		123,033			773,832
Investments in and receivables from affiliates		4,032			-		250			4,282
Loss from investment in affiliates		(1,168	)		-		(7	)		(1,175	)
Additions to long-lived assets		24,634			13,405		1,977			40,016

(1)   Includes an impairment charge for our product tanker M/V Amadeo of $16,000.

The following schedule presents segment information about the Company's operations for the year ended December 31, 2011:

	River Business			Offshore Supply Business		Ocean Business			Total
Revenues	$	174,594		$	64,606	$	65,282		$	304,482
Running and voyage and manufacturing expenses		132,719			38,852		53,036			224,607
Depreciation and amortization		20,139			9,436		9,569			39,144
Segment operating (loss) profit		13,138			10,999		(4,753	)		19,384
Segment assets		392,549			263,094		124,527			780,170
Investments in and receivables from affiliates		6,595			-		256			6,851
Loss from investment in affiliates		(1,042	)		-		(31	)		(1,073	)
Additions to long-lived assets (1)		73,265			19,502		3,345			96,112

(1)   Excludes $1,751, which corresponds to additions to corporate assets.

The following schedule presents segment information about the Company's operations for the year ended December 31, 2010:

	River Business			Offshore Supply Business		Ocean Business			Total
Revenues	$	120,024		$	54,283	$	56,138		$	230,445
Running and voyage and manufacturing expenses		80,702			29,637		40,583			150,922
Depreciation and amortization		17,248			7,178		9,945			34,371
Segment operating (loss) profit		10,244			10,611		(2,137	)		18,718
Segment assets		351,388			245,865		104,334			701,587
Investments in and receivables from affiliates		6,537			-		287			6,824
Income (Loss) from investment in affiliates		(322	)		-		(19	)		(341	)
Additions to long-lived assets		67,942			7,141		30,164			105,247

Reconciliation of total assets of the segments to amount included in the consolidated balance sheets were as follow:

	At December 31,
	2012		2011
Total assets for reportable segments	$	773,832	$	780,170
Other assets		14,271		16,021
Corporate cash and cash equivalents		222,215		34,096
Consolidated total assets	$	1,010,318	$	830,287

For the year ended December 31, 2012 revenues from one customer of Ultrapetrol Ocean and Offshore Supply Business represented $92,000 or 29% of the Company's consolidated revenues and revenues from one customer of Ultrapetrol River Business represented $49,600 or 16% of the Company's consolidated revenues.

For the year ended December 31, 2011 revenues from one customer of Ultrapetrol Ocean and Offshore

Supply Business represented $86,400 or 28% of the Company' s consolidated revenues and revenues from one customer of Ultrapetrol River Business represented $60,200 or 20% of the Company's consolidated revenues.

For the year ended December 31, 2010 revenues from one customer of Ultrapetrol Ocean and Offshore Supply Business represented $75,200 or 33% of the Company's consolidated revenues and revenues from one customer of Ultrapetrol River Business represented $50,400 or 22% of the Company's consolidated revenues.

XML

LONG-TERM DEBT (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2013

Dec. 31, 2012

LONG-TERM DEBT AND OTHER FINANCIAL DEBT [Abstract]

Balances of long-term financial debt

Balances of long-term financial debt at June 30, 2013 and December 31, 2012:

					At June 30, 2013 (unaudited)							At December 31, 2012
	Financial institution /				Nominal value
Borrower	Other	Due-year			Current			Noncurrent		Total		Total
Ultrapetrol (Bahamas) Ltd.	Private Investors	June 2021			$	-		$	200,000	$	200,000	$	-
Ultrapetrol (Bahamas) Ltd.	Private Investors		-			-			-		-		180,000
Ultrapetrol (Bahamas) Ltd.	Private Investors		-	(1)		-			-		-		-
UP Offshore Apoio Marítimo Ltda.	DVB AG	Through 2016				900			5,500		6,400		6,850
UP Offshore (Bahamas) Ltd.	DVB AG	Through 2016				4,300			27,500		31,800		42,225
UP Offshore (Bahamas) Ltd.	DVB AG	Through 2017				2,000			10,000		12,000		13,000
UP Offshore (Bahamas) Ltd.	DVB SE + Banco Security	Through 2018				3,333			29,167		32,500		34,166
Ingatestone Holdings Inc.	DVB AG		-			2,019			6,606		8,625		13,800
Ingatestone Holdings Inc.	Natixis		-			-			-		-		5,175
Ingatestone Holdings Inc.	DVB SE + NIBC		-			-			-		-		20,850
Ingatestone Holdings Inc.	DVB NV + NIBC + ABN Amro	Through 2017				4,470			35,749		40,219		-
UP Offshore Apoio Marítimo Ltda.	BNDES	Through 2027				1,110			14,153		15,263		15,818
Stanyan Shipping Inc.	Natixis	Through 2017				1,108			4,984		6,092		6,546
Hallandale Commercial Corp.	Nordea		-			-			-		-		5,644
UABL Paraguay S.A.	IFC	Through 2020				2,174			19,565		21,739		22,826
UABL Paraguay S.A.	OFID	Through 2020				1,304			11,739		13,043		13,695
UABL Barges and others	IFC	Through 2020				3,044			27,391		30,435		31,957
UABL Paraguay S.A. and Riverpar S.A.	IFC	Through 2021				1,765			12,353		14,118		15,000
UABL Paraguay S.A. and Riverpar S.A.	OFID	Through 2021				1,177			8,234		9,411		10,000
At June 30, 2013					$	28,704	(2)	$	412,941	$	441,645
At December 31, 2012					$	49,031		$	388,521			$	437,552

(1) On January 23, 2013, the Company repaid the 2017 Senior Convertible Notes. See Note 3.b).

(2) Excludes the 2014 Senior Notes which were disclosed as current liabilities in the unaudited condensed consolidated balance sheet under the caption "2014 Senior Notes and accrued interest". See Note 3.a).

Balances of long-term financial debt were as follows:

				At December 31,
				2012						2011
	Financial institution /			Nominal value
Borrower	Other	Due-year (1)		Current		Noncurrent		Total		Total
Ultrapetrol (Bahamas) Ltd.	Private Investors	November 2014		$	-	$	180,000	$	180,000	$	180,000
Ultrapetrol (Bahamas) Ltd.	Private Investors	January 2013			80,000		-		-		80,000
UP Offshore Apoio Marítimo Ltda.	DVB AG	Through 2016			900		5,950		6,850		7,750
UP Offshore (Bahamas) Ltd.	DVB AG	Through 2016			12,575		29,650		42,225		38,250
UP Offshore (Bahamas) Ltd.	DVB AG	Through 2017			2,000		11,000		13,000		15,000
UP Offshore (Bahamas) Ltd.	DVB SE + Banco Security	Through 2018			3,333		30,833		34,166		37,500
Ingatestone Holdings Inc.	DVB AG		-		5,639		8,161		13,800		15,525
Ingatestone Holdings Inc	Natixis	March 2013			5,175		-		5,175		15,525
UP Offshore Apoio Marítimo Ltda.	BNDES	Through 2027			1,110		14,708		15,818		16,928
Stanyan Shipping Inc.	Natixis	Through 2017			1,108		5,438		6,546		9,303
Hallandale Commercial Corp.	Nordea	April 2013			5,644		-		5,644		7,212
UABL Paraguay	IFC	Through 2020			2,174		20,652		22,826		25,000
UABL Paraguay	OFID	Through 2020			1,304		12,391		13,695		15,000
UABL Barges and others	IFC	Through 2020			3,044		28,913		31,957		35,000
UABL Paraguay and Riverpar	IFC	Through 2021			1,765		13,235		15,000		15,000
UABL Paraguay and Riverpar	OFID	Through 2021			1,176		8,824		10,000		-
Ingatestone Holdings Inc.	DVB SE + NIBC		-		2,084		18,766		20,850		-
At December 31, 2012				$	129,031	$	388,521	$	517,552
At December 31, 2011				$	21,504	$	491,489			$	517,552

(1)  See the descriptions below.

XML

VESSELS AND EQUIPMENT, NET

6 Months Ended

12 Months Ended

Jun. 30, 2013

Dec. 31, 2012

VESSELS AND EQUIPMENT, NET [Abstract]

VESSELS AND EQUIPMENT, NET

4. VESSELS AND EQUIPMENT, NET

The capitalized cost of the vessels and equipment, and the related accumulated depreciation at June 30, 2013 and December 31, 2012 were as follows:

	At June 30, 2013 (unaudited)			At December 31, 2012
Ocean-going vessels	$	120,546		$	115,375
River barges and pushboats		411,926			411,820
PSVs		245,527			223,032
Advances for PSV construction		36,455			53,496
Furniture and equipment		12,433			11,822
Building, land, operating base and shipyard		55,829			54,902
Total original book value		882,716			870,447
Accumulated depreciation		(241,607	)		(222,928	)
Net book value	$	641,109		$	647,519

For the six-month periods ended June 30, 2013 and 2012, depreciation expense was $19,067 and $18,974, respectively.

As of June 30, 2013, the net book value of the assets pledged as a guarantee of our long term financial debt was $396,000.

River Business

During the six-month period ended June 30, 2013, the Company built, sold and leased back, ten river barges for $9,300 with a lease term of 10 years. Gains of $1,779 related to the sale-lease back were deferred and are being amortized over the minimum lease period.

During the six-month period ended June 30, 2012, eight barges had been built in our own shipyard in Punta Alvear, Argentina for a total cost of $8,598.

In February 2012, the Company sold and delivered one river pushboat, for a total sale price of $3,850 and Ultrapetrol recognized a gain on the sale of this vessel of $3,564.

Offshore Supply Business

On February 21 and September 13, 2007, UP Offshore (Bahamas) Ltd. (our holding company in the Offshore Supply Business) signed shipbuilding contracts with a shipyard in India for construction of four PSVs with a combined cost of $88,052, with contracted deliveries extended to 2013. The purchase price is to be paid in five installments of 20% of the contract price each, prior to delivery. On May 22, 2012, we took delivery of the first Indian PSV UP Jade and we paid the fifth installment net of a reduction of $1,800 in the contract price in connection with the penalty for its late delivery. On January 30, 2013, we took delivery of the second Indian PSV UP Amber and we paid the fifth installment net of a reduction of $1,800 in the contract price in connection with the penalty for its late delivery. As of June 30, 2013, UP Offshore (Bahamas) Ltd. had paid installments on these contracts totaling $33,100, which are recorded as Advances for PSV construction.

As of June 30, 2013, the Company had remaining commitments of $10,900 on non-cancellable contracts for the construction of two PSVs in India scheduled for delivery during 2013 and first half of 2014.

Subsequent event

Noncontrolling interest acquisition

On July 5, 2013, we entered into a Share Purchase Agreement with Firmapar Corp. (the "Offshore SPA"), the then owner of 5.55% of shares in UP Offshore (Bahamas) Limited, our holding company in the Offshore Supply Business. Through the Offshore SPA we agreed to purchase from Firmapar Corp. the 2,500,119 shares of common stock of UP Offshore (Bahamas) Limited that we did not own. On July 25, 2013, we paid $10,250 to Firmapar in consideration for such shares. As of such date, we own 100% of the common stock of UP Offshore (Bahamas) Limited.

Delivery of UP Pearl

On August 12, 2013, we took delivery of the third Indian PSV UP Pearl and we paid $893 to the yard after allowing for the reduction of $1,800 in the contract price in connection with the penalty for its late delivery as well as certain other sums advanced to the yard.

4.   VESSELS AND EQUIPMENT, NET

The capitalized cost of the vessels and equipment, and the related accumulated depreciation at December 31, 2012 and 2011 were as follows:

	At December 31,
	2012			2011
Ocean-going vessels	$	115,375		$	127,468
River barges and pushboats		411,820			398,391
PSVs		223,032			199,453
Advances for PSV construction		53,496			68,149
Furniture and equipment		11,822			10,458
Building, land, operating base and shipyard		54,902			52,491
Total original book value		870,447			856,410
Accumulated depreciation		(222,928	)		(184,965	)
Net book value	$	647,519		$	671,445

For the three years in the period ended December 31, 2012 depreciation expense was $38,914, $34,891 and $29,880, respectively.

Certain interest costs incurred during the construction of vessels are capitalized as part of the assets' carrying values and are depreciated over such assets' estimated useful lives. Capitalized interest for the three years in the period ended December 31, 2012 totaled $0, $0 and $1,010, respectively.

ACQUISITIONS AND DISPOSALS

Ocean Business

During 2010, we purchased and took delivery of two feeder container vessels for an aggregate total purchase price of $26,200.

During 2010, we sold and delivered three Capesize vessels for an aggregate total sale price of $36,584 net of commissions and Ultrapetrol recognized a net gain on sale of vessel of $724.

River Business

During 2012, eight river barges were built, in our own shipyard in Punta Alvear, Argentina for a total cost of $9,100.

During 2012, the Company built, sold and leased back, 14 river barges for $13,020 with a lease term of 10 years. Gains of $2,116 related to the sale leased back were deferred and are being amortized over the minimum lease period (see Note 2.r).

In February 2012, the Company sold and delivered one river pushboat, for a total sale price of $3,850 and Ultrapetrol recognized a gain on sale of vessel of $3,564.

During 2011, we purchased three pushboats, for a total aggregate purchase price of $2,900. The Company has also incurred $2,000 in additional direct costs relating to these acquisitions.

During 2011, forty-two barges were built in our own shipyard in Punta Alvear, Argentina for a total cost of $31,400.

Acquisition of 50% interest in Puertos del Sur S.A.

On April 25 and May 3, 2012, the Company through its River Business subsidiary UABL Terminals (Paraguay) S.A. obtained a 100% controlling interest in Puertos del Sur S.A. through its acquisition of its 50% partner's interest for $250.

At time of acquisition, Puertos del Sur S.A. owned a grain loading terminal in Paraguay. The Company performed a fair value analysis and the purchase price was allocated to the acquired assets and liabilities based on their fair values resulting in no goodwill being recorded. Due to immateriality, the Company has not prepared pro forma information related to this acquisition.

Offshore Supply Business

On February 21 and September 13, 2007, UP Offshore (Bahamas) Ltd. (our holding company in the Offshore Supply Business) signed shipbuilding contracts with a shipyard in India for construction of four PSVs with a combined cost of $88,052, with contracted deliveries extended to 2012 and 2013.  The purchase price is to be paid in five installments of 20% of the contract price each, prior to delivery.  On May 22, 2012, we took delivery of the first Indian PSV UP Jade and we paid the fifth installment net of a reduction of $1,800 in the contract price in connection with the penalty for its late delivery.  As of

December 31, 2012, UP Offshore (Bahamas) Ltd. had paid installments on these contracts totaling $48,400, which are recorded as Advances for PSV construction.

As of December 31, 2012, the Company had remaining commitments of $17,600 on non-cancellable contracts for the construction of three PSVs in India scheduled for delivery in 2013.

Subsequent events

On January 30, 2013, we took delivery of the second Indian PSV UP Amber and we paid the fifth installment net of a reduction of $1,800 in the contract price in connection with the penalty for its late delivery.

XML

BUSINESS AND GEOGRAPHIC SEGMENT INFORMATION (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2013

Dec. 31, 2012

BUSINESS AND GEOGRAPHIC SEGMENT INFORMATION [Abstract]

Revenue by Geographical Region

All of the Company's operating revenues were derived from its foreign operations. The following represents the Company's revenues attributed by geographical region in which services are provided to customers.

	For the six-month periods ended June 30, (unaudited)
	2013		2012
Revenues (1)
−South America	$	162,595	$	120,627
−Central America		21,021		9,523
−Europe		7,227		9,542
−North America		538		3,413
−Asia		8,295		930
	$	199,676	$	144,035

(1) Classified by country of domicile of charterers/customers.

All of the Company's operating revenues were derived from its foreign operations.  The following represents the Company's revenues attributed by geographical region in which services are provided to customers.

	For the years ended December 31,
	2012		2011		2010
Revenues (1)
−South America	$	238,572	$	267,420	$	199,585
−Europe		28,320		19,910		19,923
−Central America		35,333		16,499		5,624
−North America		7,438		227		1,219
−Asia		3,506		426		4,094
	$	313,169	$	304,482	$	230,445

(1)   Classified by country of domicile of charterers/costumers.

Assets by Geographical Region

The following represents the Company's vessels and equipment based upon the assets' physical location as of the end of each applicable period presented:

	At June 30, 2013 (unaudited)		At December 31, 2012
Vessels and equipment, net
−South America	$	575,436	$	564,352
−Europe		24,924		25,474
−Asia		36,455		53,496
−Other		4,294		4,197
	$	641,109	$	647,519

The following represents the Company's vessels and equipment based upon the assets' physical location as of the end of each applicable period presented:

	At December 31,
	2012		2011
Vessels and equipment, net
−South America	$	564,352	$	572,512
−Europe		25,474		26,571
−Asia		53,496		68,149
−Other		4,197		4,213
	$	647,519	$	671,445

Operating Segment Information

The following schedule presents segment information about the Company's operations for the six-month period ended June 30, 2013 (unaudited):

	River Business			Offshore Supply Business		Ocean Business			Total
Revenues	$	122,531		$	42,447	$	34,698		$	199,676
Running and voyage and manufacturing expenses		92,127			20,583		30,324			143,034
Depreciation and amortization		11,727			5,395		3,401			20,523
Segment operating profit (loss)		10,664			11,636		(3,097	)		19,203
Segment assets		410,015			272,727		111,424			794,166
Investments in and receivables from affiliates		4,072			-		233			4,305
Loss from investment in affiliates		(302	)		-		(17	)		(319	)
Additions to long-lived assets		2,196			5,454		5,332			12,982

The following schedule presents segment information about the Company's operations for the six-month period ended June 30, 2012 (unaudited):

	River Business			Offshore Supply Business		Ocean Business			Total
Revenues	$	71,128		$	35,170	$	37,737		$	144,035
Running and voyage and manufacturing expenses		63,960			19,435		31,595			114,990
Depreciation and amortization		10,776			5,233		5,042			21,051
Segment operating (loss) profit		(5,157	)		8,524		(4,062	)		(695	)
Loss from investment in affiliates		(663	)		-		(3	)		(666	)
Additions to long-lived assets		18,484			8,541		314			27,339

The following schedule presents segment information about the Company's operations for the year ended December 31, 2012:

	River Business			Offshore Supply Business		Ocean Business			Total
Revenues	$	163,279		$	76,661	$	73,229		$	313,169
Running and voyage and manufacturing expenses		148,653			43,405		62,369			254,427
Depreciation and amortization		21,996			10,938		10,918			43,852
Segment operating (loss) profit		(18,963	)		17,615		(23,771	) (1)		(25,119	)
Segment assets		387,484			263,315		123,033			773,832
Investments in and receivables from affiliates		4,032			-		250			4,282
Loss from investment in affiliates		(1,168	)		-		(7	)		(1,175	)
Additions to long-lived assets		24,634			13,405		1,977			40,016

(1)   Includes an impairment charge for our product tanker M/V Amadeo of $16,000.

The following schedule presents segment information about the Company's operations for the year ended December 31, 2011:

	River Business			Offshore Supply Business		Ocean Business			Total
Revenues	$	174,594		$	64,606	$	65,282		$	304,482
Running and voyage and manufacturing expenses		132,719			38,852		53,036			224,607
Depreciation and amortization		20,139			9,436		9,569			39,144
Segment operating (loss) profit		13,138			10,999		(4,753	)		19,384
Segment assets		392,549			263,094		124,527			780,170
Investments in and receivables from affiliates		6,595			-		256			6,851
Loss from investment in affiliates		(1,042	)		-		(31	)		(1,073	)
Additions to long-lived assets (1)		73,265			19,502		3,345			96,112

(1)   Excludes $1,751, which corresponds to additions to corporate assets.

The following schedule presents segment information about the Company's operations for the year ended December 31, 2010:

	River Business			Offshore Supply Business		Ocean Business			Total
Revenues	$	120,024		$	54,283	$	56,138		$	230,445
Running and voyage and manufacturing expenses		80,702			29,637		40,583			150,922
Depreciation and amortization		17,248			7,178		9,945			34,371
Segment operating (loss) profit		10,244			10,611		(2,137	)		18,718
Segment assets		351,388			245,865		104,334			701,587
Investments in and receivables from affiliates		6,537			-		287			6,824
Income (Loss) from investment in affiliates		(322	)		-		(19	)		(341	)
Additions to long-lived assets		67,942			7,141		30,164			105,247

Reconciliation of Assets from Segment to Consolidated

Reconciliation of total assets of the segments to amount included in the unaudited condensed consolidated balance sheets were as follow:

	At June 30, 2013 (unaudited)
Total assets for reportable segments	$	794,166
Other assets		14,609
Corporate cash and cash equivalents		131,315
Restricted cash to redeem 2014 Senior Notes		182,115
Consolidated total assets	$	1,122,205

Reconciliation of total assets of the segments to amount included in the consolidated balance sheets were as follow:

	At December 31,
	2012		2011
Total assets for reportable segments	$	773,832	$	780,170
Other assets		14,271		16,021
Corporate cash and cash equivalents		222,215		34,096
Consolidated total assets	$	1,010,318	$	830,287

XML

SIGNIFICANT ACCOUNTING POLICIES - 10Q (2) (Details) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012	Dec. 31, 2011
Accumulated Other Comprehensive Income Loss [Line Items]
Accumulated other comprehensive income (loss)	$ (1,540)	$ (2,624)	$ (2,064)
Amounts attributable to noncontrolling interest	(12)	(46)	(27)
Amounts attributable to Ultrapetrol (Bahamas) Limited	(1,528)	(2,578)	(2,037)
Accumulated Net Gain (Loss) from Designated or Qualifying Cash Flow Hedges [Member] | Unrealized Net Losses on Interest Rate Collar [Member]
Accumulated Other Comprehensive Income Loss [Line Items]
Accumulated other comprehensive income (loss)	(1,482)	(1,958)
Accumulated Net Gain (Loss) from Designated or Qualifying Cash Flow Hedges [Member] | Unrealized Net Losses on Interest Rate Swap [Member]
Accumulated Other Comprehensive Income Loss [Line Items]
Accumulated other comprehensive income (loss)	(190)	(803)
Accumulated Net Gain (Loss) from Designated or Qualifying Cash Flow Hedges [Member] | Unrealized Net Gains on EURO Hedge [Member]
Accumulated Other Comprehensive Income Loss [Line Items]
Accumulated other comprehensive income (loss)	$ 132	$ 137

XML

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION (Tables)

12 Months Ended

Dec. 31, 2012

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION [Abstract]

Supplemental Disclosure of Cash Flow Information

Interest and income taxes paid for the three years in the period ended December 31, 2012, from continuing operations were as follows:

	For the years ended December 31,
	2012	2011		2010
Interest paid	30,131	$	26,866	$	21,750
Income taxes paid	1,014		316		100

XML

SUPPLEMENTAL GUARANTOR INFORMATION

6 Months Ended

12 Months Ended

Jun. 30, 2013

Dec. 31, 2012

SUPPLEMENTAL GUARANTOR INFORMATION [Abstract]

SUPPLEMENTAL GUARANTOR INFORMATION

12. SUPPLEMENTAL GUARANTOR INFORMATION

On June 10, 2013, the Company issued $200,000 8.875% First Preferred Ship Mortgage Notes due 2021.

The 2021 Senior Notes are fully and unconditionally guaranteed on a joint and several basis by Company's subsidiaries directly involved in our Ocean and River Business.

The Indenture provides that the 2021 Senior Notes and each of the guarantees granted by Subsidiaries, other than the Mortgage, are governed by, and construed in accordance with, the laws of the state of New York. Each of the mortgaged vessels is registered under either the Panamanian flag, or another jurisdiction with similar procedures. All of the Subsidiary Guarantors are outside of the United States.

Supplemental condensed consolidating financial information for the Guarantor Subsidiaries for the 2021 Senior Notes is presented below. This information is prepared in accordance with the Company's accounting policies. This supplemental financial disclosure should be read in conjunction with the unaudited condensed consolidated financial statements.

SUPPLEMENTAL CONDENSED CONSOLIDATING BALANCE SHEET

AT JUNE 30, 2013 (UNAUDITED)

(stated in thousands of U.S. dollars)

	Parent		Combined subsidiary guarantors		Combined subsidiary non guarantors			Consolidating adjustments			Total consolidated amounts
Current assets
Receivables from related parties	$	350,450	$	46,448	$	54,628		$	(451,497	)	$	29
Restricted cash to redeem 2014 Senior Notes		182,115		-		-			-			182,115
Other current assets		83,581		77,020		77,963			-			238,564
Total current assets		616,146		123,468		132,591			(451,497	)		420,708
Noncurrent assets
Vessels and equipment, net		-		269,368		372,598			(857	)		641,109
Investment in affiliates		168,878		-		233			(168,878	)		233
Other noncurrent assets		9,031		30,828		29,445			(9,149	)		60,155
Total noncurrent assets		177,909		300,196		402,276			(178,884	)		701,497
Total assets	$	794,055	$	423,664	$	534,867		$	(630,381	)	$	1,122,205
Current liabilities
Payables to related parties	$	-	$	155,245	$	298,170		$	(451,497	)	$	1,918
2014 Senior Notes and accrued interest		181,620		-		-			-			181,620
Current portion of long-term financial debt		-		6,420		22,284			-			28,704
Other current liabilities		3,871		71,760		(11,593	)		-			64,038
Total current liabilities		185,491		233,425		308,861			(451,497	)		276,280
Noncurrent liabilities
Due to affiliates		-		9,149		-			(9,149	)		-
Long-term financial debt net of current portion		200,000		51,892		161,049			-			412,941
Other noncurrent liabilities		-		254		16,831			-			17,085
Total noncurrent liabilities		200,000		61,295		177,880			(9,149	)		430,026
Total liabilities		385,491		294,720		486,741			(460,646	)		706,306
Equity of Ultrapetrol (Bahamas) Limited		408,564		128,944		48,126			(177,070	)		408,564
Noncontrolling interest		-		-		-			7,335			7,335
Total equity		408,564		128,944		48,126			(169,735	)		415,899
Total liabilities and equity	$	794,055	$	423,664	$	534,867		$	(630,381	)	$	1,122,205

SUPPLEMENTAL CONDENSED CONSOLIDATING BALANCE SHEET

AT DECEMBER 31, 2012

(stated in thousands of U.S. dollars)

	Parent		Combined subsidiary guarantors		Combined subsidiary non guarantors		Consolidating adjustments			Total consolidated amounts
Current assets
Receivables from related parties	$	307,343	$	122,035	$	87,737	$	(517,105	)	$	10
Other current assets		201,491		66,643		38,846		-			306,980
Total current assets		508,834		188,678		126,583		(517,105	)		306,990
Noncurrent assets
Vessels and equipment, net		-		279,653		368,753		(887	)		647,519
Investment in affiliates		151,447		-		251		(151,447	)		251
Other noncurrent assets		5,171		26,032		33,275		(8,920	)		55,558
Total noncurrent assets		156,618		305,685		402,279		(161,254	)		703,328
Total assets	$	665,452	$	494,363	$	528,862	$	(678,359	)	$	1,010,318
Current liabilities
Payable to related parties	$	-	$	224,281	$	272,568	$	(493,088	)	$	3,761
Current portion of long-term financial debt		-		12,064		36,967		-			49,031
2017 Senior Convertible Notes		80,000		-		-		-			80,000
Other current liabilities		5,701		51,781		8,471		-			65,953
Total current liabilities		85,701		288,126		318,006		(493,088	)		198,745
Noncurrent liabilities
Due to affiliates		-		32,937		-		(32,937	)		-
Long-term financial debt		180,000		55,102		153,419		-			388,521
Other noncurrent liabilities		-		262		16,291		-			16,553
Total noncurrent liabilities		180,000		88,301		169,710		(32,937	)		405,074
Total liabilities		265,701		376,427		487,716		(526,025	)		603,819
Equity of Ultrapetrol (Bahamas) Limited		399,751		117,936		41,146		(159,082	)		399,751
Noncontrolling interest		-		-		-		6,748			6,748
Total equity		399,751		117,936		41,146		(152,334	)		406,499
Total liabilities and equity	$	665,452	$	494,363	$	528,862	$	(678,359	)	$	1,010,318

SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2013 (UNAUDITED)

(stated in thousands of U.S. dollars)

	Parent			Combined subsidiary guarantors			Combined subsidiary non guarantors			Consolidating adjustments			Total consolidated amounts
Revenues	$	-		$	144,155		$	79,014		$	(23,493	)	$	199,676
Operating expenses		(3,706	)		(130,579	)		(69,710	)		23,522			(180,473	)
Operating (loss) profit		(3,706	)		13,576			9,304			29			19,203
Investment in affiliates		16,414			-			(319	)		(16,414	)		(319	)
Other (expenses) income		(5,076	)		(1,710	)		(1,890	)		-			(8,676	)
Income (loss) before income taxes		7,632			11,866			7,095			(16,385	)		10,208
Income taxes (expense) benefit		-			(858	)		(1,165	)		-			(2,023	)
Net income (loss)		7,632			11,008			5,930			(16,385	)		8,185
Net income attributable to noncontrolling interest		-			-			-			553			553
Net income (loss) attributable to Ultrapetrol (Bahamas) Limited	$	7,632		$	11,008		$	5,930		$	(16,938	)	$	7,632

SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2012 (UNAUDITED)

(stated in thousands of U.S. dollars)

	Parent			Combined subsidiary guarantors			Combined subsidiary non guarantors			Consolidating adjustments			Total consolidated amounts
Revenues	$	-		$	91,991		$	72,139		$	(20,095	)	$	144,035
Operating expenses		(3,027	)		(100,375	)		(61,393	)		20,065			(144,730	)
Operating (loss) profit		(3,027	)		(8,384	)		10,746			(30	)		(695	)
Investment in affiliates		(12,534	)		-			(666	)		12,534			(666	)
Other (expenses) income		(3,656	)		(15,125	)		(1,770	)		-			(20,551	)
(Loss) income before income taxes		(19,217	)		(23,509	)		8,310			12,504			(21,912	)
Income taxes benefit (expense)		-			2,155			985			-			3,140
Net (loss) income		(19,217	)		(21,354	)		9,295			12,504			(18,772	)
Net income attributable to noncontrolling interest		-			-			-			445			445
Net (loss) income attributable to Ultrapetrol (Bahamas) Limited	$	(19,217	)	$	(21,354	)	$	9,295		$	12,059		$	(19,217	)

SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF CASH FLOW

FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2013 (UNAUDITED)

(stated in thousands of U.S. dollars)

	Parent			Combined subsidiary guarantors			Combined subsidiary non guarantors			Consolidating adjustments			Total consolidated amounts
Net income (loss)	$	8,185		$	11,008		$	6,483		$	(17,491	)	$	8,185
Adjustments to reconcile net (loss) income to net cash provided by (used in)operating activities		(13,318	)		18,816			(20,000	)		17,491			2,989
Net cash (used in) provided by operating activities		(5,133	)		29,824			(13,517	)		-			11,174
Intercompany sources		(43,107	)		6,551			60,344			(23,788	)		-
Non-subsidiary sources		-			(5,647	)		(5,556	)		-			(11,203	)
Net cash (used in) provided by investing activities		(43,107	)		904			54,788			(23,788	)		(11,203	)
Intercompany sources		-			(23,788	)		-			23,788			-
Non-subsidiary sources		(69,497	)		(2,851	)		(18,523	)		-			(90,871	)
Net cash provided by (used in) financing activities		(69,497	)		(26,639	)		(18,523	)		23,788			(90,871	)
Net (decrease) increase in cash and cash equivalents	$	(117,737	)	$	4,089		$	22,748		$	-		$	(90,900	)

SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF CASH FLOW

FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2012 (UNAUDITED)

(stated in thousands of U.S. dollars)

	Parent			Combined subsidiary guarantors			Combined subsidiary non guarantors			Consolidating adjustments			Total consolidated amounts
Net (loss) income	$	(18,772	)	$	(21,354	)	$	9,740		$	11,614		$	(18,772	)
Adjustments to reconcile net (loss) income to net cash provided by (used in)operating activities		13,280			48,154			(34,345	)		(11,614	)		15,475
Net cash (used in) provided by operating activities		(5,492	)		26,800			(24,605	)		-			(3,297	)
Intercompany sources		2,896			19,359			(23,064	)		809			-
Non-subsidiary sources		-			(72,184	)		50,232			-			(21,952	)
Net cash (used in) provided by investing activities		2,896			(52,825	)		27,168			809			(21,952	)
Intercompany sources		-			4,209			(3,400	)		(809	)		-
Non-subsidiary sources		-			8,836			444			-			9,280
Net cash provided by (used in) financing activities		-			13,045			(2,956	)		(809	)		9,280
Net decrease in cash and cash equivalents	$	(2,596	)	$	(12,980	)	$	(393	)	$	-		$	(15,969	)

16.   SUPPLEMENTAL GUARANTOR INFORMATION

On November 24, 2004, the Company issued $180,000 9% First Preferred Ship Mortgage Notes due 2014.

The 2014 Senior Notes are fully and unconditionally guaranteed on a joint and several basis by Company's subsidiaries directly involved in our Ocean and River Business.

The Indenture provides that the 2014 Senior Notes and each of the guarantees granted by Subsidiaries, other than the Mortgage, are governed by, and construed in accordance with, the laws of the state of New York.  Each of the mortgaged vessels is registered under either the Panamanian flag, or another jurisdiction with similar procedures.  All of the Subsidiary Guarantors are outside of the United States.

Supplemental condensed consolidating financial information for the Guarantor Subsidiaries for the 2014 Senior Notes is presented below.  This information is prepared in accordance with the Company's accounting policies.  This supplemental financial disclosure should be read in conjunction with the consolidated financial statements.

SUPPLEMENTAL CONDENSED CONSOLIDATING BALANCE SHEET

AT DECEMBER 31, 2012

(stated in thousands of U.S. dollars)

	Parent		Combined subsidiary guarantors		Combined subsidiary non guarantors		Consolidating adjustments			Total consolidated amounts
Current assets
Receivables from related parties	$	307,343	$	124,498	$	34,244	$	(466,075	)	$	10
Other current assets		201,491		55,084		50,405		-			306,980
Total current assets		508,834		179,582		84,649		(466,075	)		306,990
Noncurrent assets
Vessels and equipment, net		-		218,832		429,574		(887	)		647,519
Investment in affiliates		151,447		-		251		(151,447	)		251
Other noncurrent assets		5,171		17,173		42,134		(8,920	)		55,558
Total noncurrent assets		156,618		236,005		471,959		(161,254	)		703,328
Total assets	$	665,452	$	415,587	$	556,608	$	(627,329	)	$	1,010,318
Current liabilities
Payable to related parties	$	-	$	194,805	$	275,031	$	(466,075	)	$	3,761
Current portion of long-term financial debt		80,000		6,420		42,611		-			129,031
Other current liabilities		5,701		34,441		25,811		-			65,953
Total current liabilities		85,701		235,666		343,453		(466,075	)		198,745
Noncurrent liabilities
Due to affiliates	$	-	$	8,920	$	-	$	(8,920	)	$	-
Long-term financial debt		180,000		55,102		153,419		-			388,521
Other noncurrent liabilities				262		16,291		-			16,553
Total noncurrent liabilities		180,000		64,284		169,710		(8,920	)		405,074
Total liabilities		265,701		299,950		513,163		(474,995	)		603,819
Equity of Ultrapetrol (Bahamas) Limited		399,751		115,637		43,445		(159,082	)		399,751
Noncontrolling interest		-		-		-		6,748			6,748
Total equity		399,751		115,637		43,445		(152,334	)		406,499
Total liabilities and equity	$	665,452	$	415,587	$	556,608	$	(627,329	)	$	1,010,318

SUPPLEMENTAL CONDENSED CONSOLIDATING BALANCE SHEET

AT DECEMBER 31, 2011

(stated in thousands of U.S. dollars)

	Parent		Combined subsidiary guarantors		Combined subsidiary non guarantors		Consolidating adjustments			Total consolidated amounts
Current assets
Receivables from related parties	$	297,324	$	101,196	$	30,751	$	(429,214	)	$	57
Other current assets		3,773		46,055		56,248		-			106,076
Total current assets		301,097		147,251		86,999		(429,214	)		106,133
Noncurrent assets
Vessels and equipment, net		-		212,324		460,066		(945	)		671,445
Investment in affiliates		201,323		-		373		(201,323	)		373
Other noncurrent assets		6,825		7,850		63,704		(26,043	)		52,336
Total noncurrent assets		208,148		220,174		524,143		(228,311	)		724,154
Total assets	$	509,245	$	367,425	$	611,142	$	(657,525	)	$	830,287
Current liabilities
Payable to related parties	$	-	$	127,664	$	302,708	$	(429,214	)	$	1,158
Current portion of long-term financial debt		-		3,478		18,026		-			21,504
Other current liabilities		4,948		19,223		27,055		-			51,226
Total current liabilities		4,948		150,365		347,789		(429,214	)		73,888
Noncurrent liabilities
Due to affiliates	$	-	$	26,043	$	-	$	(26,043	)	$	-
Long-term financial debt		260,000		51,522		179,967		-			491,489
Other noncurrent liabilities		-		218		14,521		-			14,739
Total noncurrent liabilities		260,000		77,783		194,488		(26,043	)		506,228
Total liabilities		264,948		228,148		542,277		(455,257	)		580,116
Equity of Ultrapetrol (Bahamas) Limited		244,297		139,277		68,865		(208,142	)		244,297
Noncontrolling interest		-		-		-		5,874			5,874
Total equity		244,297		139,277		68,865		(202,268	)		250,171
Total liabilities and equity	$	509,245	$	367,425	$	611,142	$	(657,525	)	$	830,287

SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2012

(stated in thousands of U.S. dollars)

	Parent			Combined subsidiary guarantors			Combined subsidiary non guarantors			Consolidating adjustments			Total consolidated amounts
Revenues	$	-		$	121,985		$	205,112		$	(13,928	)	$	313,169
Operating expenses		-			(133,209	)		(218,949	)		13,870			(338,288	)
Operating (loss) profit		-			(11,224	)		(13,837	)		(58	)		(25,119	)
Investment in affiliates		(49,470	)		-			(1,175	)		49,470			(1,175	)
Other (expenses) income		(14,187	)		(15,185	)		(10,067	)		-			(39,439	)
Loss before income taxes		(63,657	)		(26,409	)		(25,079	)		49,412			(65,733	)
Income taxes benefit (expense)		-			2,769			200			-			2,969
Loss from continuing operations		(63,657	)		(23,640	)		(24,879	)		49,412			(62,764	)
Loss from discontinued operations		-			-			-			-			-
Net loss		(63,657	)		(23,640	)		(24,879	)		49,412			(62,764	)
Net income attributable to noncontrolling interest		-			-			-			893			893
Net loss attributable to Ultrapetrol (Bahamas) Limited	$	(63,657	)	$	(23,640	)	$	(24,879	)	$	48,519		$	(63,657	)

SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2011

(stated in thousands of U.S. dollars)

	Parent			Combined subsidiary guarantors			Combined subsidiary non guarantors			Consolidating adjustments			Total consolidated amounts
Revenues	$	-		$	129,340		$	190,630		$	(15,488	)	$	304,482
Operating expenses		(8,490	)		(112,238	)		(179,800	)		15,430			(285,098	)
Operating (loss) profit		(8,490	)		17,102			10,830			(58	)		19,384
Investment in affiliates		(7,886	)		-			(1,073	)		7,886			(1,073	)
Other (expenses) income		(2,429	)		(23,212	)		(12,642	)		-			(38,283	)
Loss before income taxes		(18,805	)		(6,110	)		(2,885	)		7,828			(19,972	)
Income taxes benefit (expense)		-			1,550			187			-			1,737
Loss from continuing operations		(18,805	)		(4,560	)		(2,698	)		7,828			(18,235	)
Loss from discontinued operations		-			-			-			-			-
Net loss		(18,805	)		(4,560	)		(2,698	)		7,828			(18,235	)
Net income attributable to noncontrolling interest		-			-			-			570			570
Net loss attributable to Ultrapetrol (Bahamas) Limited	$	(18,805	)	$	(4,560	)	$	(2,698	)	$	7,258		$	(18,805	)

SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2010

(stated in thousands of U.S. dollars)

	Parent				Combined subsidiary guarantors			Combined subsidiary non guarantors			Consolidating adjustments			Total consolidated amounts
Revenues	$	-			$	106,014		$	133,015		$	(8,584	)	$	230,445
Operating expenses		(8,332	)			(89,245	)		(122,676	)		8,526			(211,727	)
Operating (loss) profit		(8,332	)			16,769			10,339			(58	)		18,718
Investment in affiliates		8,153		(1)		-			(341	)		(8,153	)		(341	)
Other (expenses) income		(5,192	)			(1,197	)		(10,030	)		-			(16,419	)
Loss before income taxes		(5,371	)			15,572			(32	)		(8,211	)		1,958
Income taxes benefit (expense)		-				313			(6,676	)		-			(6,363	)
Loss from continuing operations		(5,371	)			15,885			(6,708	)		(8,211	)		(4,405	)
Loss from discontinued operations		-				-			(515	)		-			(515	)
Net loss		(5,371	)			15,885			(7,223	)		(8,211	)		(4,920	)
Net income attributable to noncontrolling interest		-				-			-			451			451
Net loss attributable to Ultrapetrol (Bahamas) Limited	$	(5,371	)		$	15,885		$	(7,223	)	$	(8,662	)	$	(5,371	)

(1) Includes a loss of $515 related to discontinued operations.

SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF CASH FLOW

FOR THE YEAR ENDED DECEMBER 31, 2012

(stated in thousands of U.S. dollars)

	Parent		Combined subsidiary guarantors		Combined subsidiary non guarantors		Consolidating adjustments		Total consolidated amounts
Net loss	$	(62,764)	$	(23,640)	$	(23,986)	$	47,626	$	(62,764)
Loss from discontinued operations		-		-		-		-		-
Adjustments to reconcile net loss to net cash (used in) provided by operating activities from continuing operations		51,532		(1,935)		56,858		(47,626)		58,829
Net cash (used in) provided by operating activities from continuing operations		(11,232)		(25,575)		32,872		-		(3,935)
Net cash (used in) operating activities from discontinued operations		-		-		-		-		-
Net cash (used in) provided by operating activities		(11,232)		(25,575)		32,872		-		(3,935)
Intercompany sources		(10,019)		43,839		(16,697)		(17,123)		-
Non-subsidiary sources		-		(14,985)		(17,528)		-		(32,513)
Net cash (used in) provided by investing activities		(10,019)		28,854		(34,225)		(17,123)		(32,513)
Intercompany sources		-		(17,123)		-		17,123		-
Non-subsidiary sources		219,122		6,315		(870)		-		224,567
Net cash (used in) provided by financing activities		219,122		(10,808)		(870)		17,123		224,567
Net increase (decrease) in cash and cash equivalents	$	197,871	$	(7,529)	$	(2,223)	$	-	$	188,119

SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF CASH FLOW

FOR THE YEAR ENDED DECEMBER 31, 2011

(stated in thousands of U.S. dollars)

	Parent			Combined subsidiary guarantors			Combined subsidiary non guarantors			Consolidating adjustments			Total consolidated amounts
Net loss	$	(18,235	)	$	(4,560	)	$	(2,128	)	$	6,688		$	(18,235	)
Loss from discontinued operations		-			-			-			-			-
Adjustments to reconcile net loss to net cash (used in) provided by operating activities from continuing operations		12,134			21,396			6,165			(6,688	)		33,007
Net cash (used in) provided by operating activities from continuing operations		(6,101	)		16,836			4,037			-			14,772
Net cash (used in) operating activities from discontinued operations		-			-			(15	)		-			(15	)
Net cash (used in) provided by operating activities		(6,101	)		16,836			4,022			-			14,757
Intercompany sources		(17,947	)		(1,322	)		(6,774	)		26,043			-
Non-subsidiary sources		-			(42,907	)		(54,956	)		-			(97,863	)
Net cash (used in) investing activities		(17,947	)		(44,229	)		(61,730	)		26,043			(97,863	)
Intercompany sources		-			26,043			-			(26,043	)		-
Non-subsidiary sources		(15,000	)		14,963			11,669			-			11,632
Net cash (used in) provided by financing activities		(15,000	)		41,006			11,669			(26,043	)		11,632
Net increase (decrease) in cash and cash equivalents	$	(39,048	)	$	13,613		$	(46,039	)	$	-		$	(71,474	)

SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF CASH FLOW

FOR THE YEAR ENDED DECEMBER 31, 2010

(stated in thousands of U.S. dollars)

	Parent			Combined subsidiary guarantors			Combined subsidiary non guarantors			Consolidating adjustments			Total consolidated amounts
Net (loss) income	$	(4,920	)	$	13,169		$	5,307		$	(18,476	)	$	(4,920	)
Loss from discontinued operations		-			-			515			-			515
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities from continuing operations		(1,601	)		(2,539	)		10,913			18,476			25,249
Net cash (used in) provided by operating activities from continuing operations		(6,521	)		10,630			16,735			-			20,844
Net cash (used in) operating activities from discontinued operations		-			-			(1,950	)		-			(1,950	)
Net cash (used in) provided by operating activities		(6,521	)		10,630			14,785			-			18,894
Intercompany sources		(60,822	)		(16,189	)		-			77,011			-
Non-subsidiary sources		-			(3,850	)		(52,239	)		-			(56,089	)
Net cash (used in) investing activities from continuing operations		(60,822	)		(20,039	)		(52,239	)		77,011			(56,089	)
Net cash provided by investing activities from discontinued operations		-			-			1,950			-			1,950
Net cash (used in) investing activities		(60,822	)		(20,039	)		(50,289	)		77,011			(54,139	)
Intercompany sources		-			-			77,011			(77,011	)		-
Non-subsidiary sources		75,281			-			12,333			-			87,614
Net cash provided by financing activities		75,281			-			89,344			(77,011	)		87,614
Net increase (decrease) in cash and cash equivalents	$	7,938		$	(9,409	)	$	53,840		$	-		$	52,369

XML

NATURE OF OPERATIONS AND CORPORATE ORGANIZATION - 10Q (Details)	6 Months Ended	12 Months Ended
	Jun. 30, 2013 Segment	Dec. 31, 2012 Segment
NATURE OF OPERATIONS AND CORPORATE ORGANIZATION [Abstract]
Number of segments of marine transportation	3	3

XML

INCOME TAXES (Details)	6 Months Ended		12 Months Ended				12 Months Ended			6 Months Ended		12 Months Ended				6 Months Ended	12 Months Ended							6 Months Ended	12 Months Ended	6 Months Ended	12 Months Ended	6 Months Ended	12 Months Ended
	Jun. 30, 2013 USD ($)	Jun. 30, 2012 USD ($)	Dec. 31, 2012 USD ($)	Dec. 31, 2011 USD ($)	Dec. 31, 2010 USD ($)	Dec. 31, 2012 Tax Credits Not Utilized [Member] USD ($)	Dec. 31, 2012 ARGENTINA [Member] USD ($)	Dec. 31, 2011 ARGENTINA [Member] USD ($)	Dec. 31, 2010 ARGENTINA [Member] USD ($)	Jun. 30, 2013 BRAZIL [Member] USD ($)	Jun. 30, 2013 BRAZIL [Member] BRL	Dec. 31, 2012 BRAZIL [Member] USD ($)	Dec. 31, 2012 BRAZIL [Member] BRL	Dec. 31, 2011 BRAZIL [Member] USD ($)	Dec. 31, 2010 BRAZIL [Member] USD ($)	Jun. 30, 2013 UNITED STATES [Member]	Dec. 31, 2012 UNITED STATES [Member]	Dec. 31, 2012 PARAGUAY [Member] USD ($)	Dec. 31, 2011 PARAGUAY [Member] USD ($)	Dec. 31, 2010 PARAGUAY [Member] USD ($)	Dec. 31, 2012 Others [Member] USD ($)	Dec. 31, 2011 Others [Member] USD ($)	Dec. 31, 2010 Others [Member] USD ($)	Jun. 30, 2013 Tax on Minimum Presumed Income (TOMPI) [Member] ARGENTINA [Member]	Dec. 31, 2012 Tax on Minimum Presumed Income (TOMPI) [Member] ARGENTINA [Member] USD ($)	Jun. 30, 2013 Surtax [Member] BRAZIL [Member]	Dec. 31, 2012 Surtax [Member] BRAZIL [Member]	Jun. 30, 2013 Social Contribution [Member] BRAZIL [Member]	Dec. 31, 2012 Social Contribution [Member] BRAZIL [Member]
Taxes [Line Items]
Income tax rate (in hundredths)										15.00%	15.00%	15.00%	15.00%			4.00%	4.00%							1.00%	1.00%	10.00%	10.00%	9.00%	9.00%
Period tax may be imposed																								10 years	10 years
Threshold amount for additional taxes										$ 108,000	240,000	$ 117,000	240,000
Percentage of gross shipping income subject to income tax (in hundredths)																50.00%	50.00%
Components of Income Tax Expense (Benefit), Continuing Operations [Abstract]
Current income tax expense			1,385,000	1,904,000	4,529,000		1,255,000	1,110,000	623,000			7,000		0	1,723,000			48,000	403,000	1,725,000	75,000	391,000	458,000
Deferred income tax (benefit) expense			(4,354,000)	(3,641,000)	1,834,000		2,541,000	4,630,000
Non-current assets			13,277,000	9,486,000			7,010,000
Income tax (benefit) expense			(2,969,000)	(1,737,000)	6,363,000
Federal income tax rate (in hundredths)			35.00%	35.00%	35.00%		35.00%					34.00%	34.00%					10.00%
Income Tax Expense (Benefit) Reconciliation [Abstract]
(Loss) income from continuing operations before income taxes	10,208,000	(21,912,000)	(65,733,000)	(19,972,000)	1,958,000
Sources not subject to income tax			51,203,000	20,835,000	8,609,000
Income (loss) subject to income tax			(14,530,000)	863,000	10,567,000
Tax (benefit) expense at statutory tax rate			(5,085,000)	302,000	3,698,000
Rate differential			348,000	(184,000)	(306,000)
Change in valuation allowance			1,549,000	197,000	1,215,000
Effects of foreign exchange changes related to our foreign subsidiaries			(1,479,000)	(4,020,000)	1,174,000
Income tax withholding in foreign jurisdictions			825,000	572,000	349,000
Others			873,000	1,396,000	233,000
Income tax (benefit) expense			(2,969,000)	(1,737,000)	6,363,000
Consolidated tax credits																									4,068,000
Valuation allowance for deferred tax assets			2,895,000	1,346,000
Percentage of taxable income, limitation on NOLs (in hundredths)												30.00%	30.00%
Deferred Income Tax Assets [Abstract]
Other, deferred income tax current assets			109,000	286,000
NOLs			8,788,000	2,339,000		2,192,000	7,110,000					1,678,000
TOMPI credit			4,068,000	3,694,000		703,000
Others			421,000	3,453,000
Total deferred income tax noncurrent assets			13,277,000	9,486,000			7,010,000
Valuation allowance of deferred income tax assets			(2,895,000)	(1,346,000)
Net deferred income tax noncurrent assets			10,382,000	8,140,000
Deferred Income Tax Liabilities [Abstract]
Vessels and equipment, net			13,176,000	11,292,000
Intangible assets			272,000	332,000
Unrealized exchange differences			2,120,000	3,851,000
Other			220,000	263,000
Total deferred income tax noncurrent liabilities			15,788,000	15,738,000
Net deferred income tax liabilities			$ (5,297,000)	$ (7,312,000)

XML

RELATED PARTY TRANSACTIONS (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012		Dec. 31, 2011		Dec. 31, 2010		Jun. 30, 2013
RELATED PARTY TRANSACTIONS [Abstract]
Current related party receivables	$ 10		$ 57				$ 29
Current related party payable	3,761		1,158				1,918
Related Party Noncurrent Receivables [Abstract]
Due from related parties, noncurrent	3,852		6,478
Voyage Expenses Paid to Related Parties [Abstract]
Voyage expenses	2,753		4,622		1,542
Percentage of gross time charters revenues (in hundredths)	2.00%
Ownership percentage of investments (in hundredths)	50.00%						50.00%
Puertos del Sur S.A. [Member]
Related Party Noncurrent Receivables [Abstract]
Due from related parties, noncurrent	0	[1]	4,283	[1]
OTS S.A. [Member]
Related Party Noncurrent Receivables [Abstract]
Due from related parties, noncurrent	3,852	[2]	2,195	[2]
Voyage Expenses Paid to Related Parties [Abstract]
Voyage expenses	495		1,057		991
Ownership percentage of investments (in hundredths)	50.00%
Ultrapetrol bridge loan facility [Member]
Voyage Expenses Paid to Related Parties [Abstract]
Secured credit facility	40,000
Interest on advances (in hundredths)	9.00%
Commercial Commissions [Member]
Voyage Expenses Paid to Related Parties [Abstract]
Voyage expenses	1,064	[3]	1,147	[3]	1,101	[3]
Agency Fees [Member]
Voyage Expenses Paid to Related Parties [Abstract]
Voyage expenses	$ 1,689	[4]	$ 3,475	[4]	$ 441	[4]

[1] Since the date of our acquisition of control of Puertos de Sur S.A., our consolidated financial statements included the balances of this company.

[2] Corresponds to temporary working capital advances. The advances have no maturity date and do no accrue interest.

[3] Commercial commissions Pursuant to a commercial agreement signed between UP Offshore (Bahamas) Ltd. (our subsidiary in the Offshore Supply Business) and Firmapar Corp. (formerly Comintra), a minority shareholder of this, the parties agreed that Firmapar Corp. charges a 2% of the gross time charters revenues from Brazilian charters collected by UP Offshore (Bahamas) Ltd. on a consolidated basis beginning on June 25, 2003 and ending on June 25, 2013.

[4] Agency fees Pursuant to a commercial and an agency agreement with Ultrapetrol S.A., UABL S.A. and Ravenscroft, Shipping Services Argentina S.A. (formerly I. Shipping Service S.A.) and Navalia S.A. companies of the same control group as Inversiones Los Avellanos S.A., have agreed to perform the duties of port agent for us in Argentina.

XML

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION [Abstract]
Interest paid	$ 30,131	$ 26,866	$ 21,750
Income taxes paid	$ 1,014	$ 316	$ 100

XML

SHARE CAPITAL - 10Q

6 Months Ended

12 Months Ended

Jun. 30, 2013

Dec. 31, 2012

SHARE CAPITAL [Abstract]

SHARE CAPITAL

10. SHARE CAPITAL

Common shares and shareholders

The shares held directly by our Original Shareholders (Los Avellanos and Hazels), amounted to 7,864,085 shares at June 30, 2013, of which 7,716,366 are expressly entitled to seven votes per share (with the other 150,719 shares being one vote) and all other holders of our common stock are entitled to one vote per share. The special voting rights of the Original Shareholders are not transferable, unless transferred to another Original Shareholder.

If, after the date that is four years following the date of the Shareholders' Agreement (November 13, 2012), Sparrow sells all of its shares to one or more third parties, the multi-vote rights attached to the shares owned by Los Avellanos and Hazels shall terminate upon such sale and be of no further force and effect, and all such shares shall entitle the holder thereof to one vote, unless after the date that is two years following the date of the Shareholders' Agreement and prior to such sale (i) the Company or Sparrow has successfully completed a third party sale at a price such that if all of Sparrow's shares were sold at such a price on the date of such sale, Sparrow would achieve a certain rate of return on its investment in the Company or (ii) the Company's directors nominated by Sparrow have not approved a proposal to cause the Company to make such a sale, at any time when the 180-day daily weighted average price of the Company's common stock was sufficiently high to achieve such rate of return.

At June 30, 2013, the outstanding common shares are 140,419,487 par value $.01 per share.

At June 30, 2013, our shareholders Sparrow, Sparrow CI Sub Ltd. (a wholly owned subsidiary of Sparrow), Los Avellanos and Hazels hold 93,940,000, 16,060,000, 4,735,517 and 3,128,568 shares, respectively, which represent 66.9%, 11.4%, 3.4% and 2.2% of the outstanding shares, respectively. The joint voting power for these shares represents 87.9% of the total voting power and pursuant to a shareholder agreement signed between Sparrow, Los Avellanos and Hazels, Los Avellanos and Hazels agree to vote their shares of common stock in the same manner as Sparrow, except for any matter that requires, but does not obtain, the approval of six directors of the Company.

Los Avellanos and Hazels are controlled by members of the Menendez family, including Felipe Menendez R., our chief executive officer and a director, and Ricardo Menendez R., our executive vice president and a director. As such, they have the ability to exert influence over the operations of the Company.

11.   SHARE CAPITAL

Common shares and shareholders

On July 2, 2012, the shareholders of the Company at a Special General Meeting approved the increase in authorized share capital from 100,000,000 to 250,000,000 shares of common stock with a par value of $0.01 per share, and approved the adoption of the Third Amended and Restated Memorandum of Association and Sixth Amended and Restated Articles of Association.

The shares held directly by our Original Shareholders (Los Avellanos and Hazels), amounted 7,864,085 shares at December 31, 2012 of which 7,713,366 are expressly entitled to seven votes per share (with the other 150,719 shares being one vote) and all other holders of our common stock are entitled to one vote per share.  The special voting rights of the Original Shareholders are not transferable, unless transferred to another Original Shareholder.

If, after the date that is four years following the date of the Shareholders' Agreement (November 13, 2012), Sparrow sells all of its shares to one or more third parties, the multi-vote rights attached to the shares owned by Los Avellanos and Hazels shall terminate upon such sale and be of no further force and effect, and all such shares shall entitle the holder thereof to one vote, unless after the date that is two years following the date of the Shareholders' Agreement and prior to such sale (i) the Company or Sparrow has successfully completed a third party sale at a price such that if all of Sparrow's shares were sold at such a price on the date of such sale, Sparrow would achieve a certain rate of return on its investment in the Company or (ii) the Company's directors nominated by Sparrow have not approved a proposal to cause the Company to make such a sale, at any time when the 180-day daily weighted average price of the Company's common stock was sufficiently high to achieve such rate of return.

At December 31, 2012, the outstanding common shares are 140,419,487 par value $.01 per share.

At December 31, 2012 our shareholders Sparrow, Sparrow CI Sub Ltd. (a wholly owned subsidiary of Sparrow), Los Avellanos and Hazels hold 93,940,000, 16,060,000, 4,735,517 and 3,128,568 shares, respectively, which represent 66.9%, 11.4%, 3.4% and 2.2,% of the outstanding shares, respectively.  The joint voting power for these shares represents 87.9% of the total voting power and pursuant to a shareholder agreement signed between Sparrow, Los Avellanos and Hazels described in note 1, Los Avellanos and Hazels agree to vote their shares of common stock in the same manner as Sparrow, except for any matter that requires, but does not obtain, the approval of six directors of the Company.

Los Avellanos and Hazels are controlled by members of the Menendez family, including Felipe Menendez R., our president, chief executive officer and a director, and Ricardo Menendez R., our executive vice president and a director.  As such, they have the ability to exert influence over the operations of the Company.

2008 Share repurchase program

Ultrapetrol's Board of Directors has approved a share repurchase program, effective March 17, 2008, for up to a total of $50,000 of the Company's common stock through December 31, 2008. The expiration date of the share repurchase program was extended by the Board of Directors until September 30, 2009, when it finally expired.

At December 31, 2012 the Company had repurchased a total of 3,923,094 common shares, at a total cost of $19,488.

Registration rights agreements

On September 21, 2006, prior to its initial public offering the Company entered into a registration rights agreement with Los Avellanos, Hazels and Solimar Holdings Ltd., its shareholders of record immediately prior to the initial public offering which was terminated on December 12, 2012. On the same date the Company entered into a new registration rights agreement with Sparrow, Sparrow CI Sub Ltd., Los Avellanos and Hazels, pursuant to which the Company has granted them and certain of their transferees, the right, under certain circumstances and subject to certain restrictions, including any applicable lock-up agreements then in place, to require the Company to register under the Securities Act shares of the Company's common stock held by them. Under the registration rights agreement, these persons will have the right to request the Company to register the sale of shares held by them on their behalf and may also require the Company to make available shelf registration statements permitting sales of shares into the market from time to time over an extended period. In addition, these persons will have the ability to exercise certain piggyback registration rights in connection with registered offerings requested by shareholders or initiated by the Company.

XML

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS [Abstract]
Net income (loss)	$ (62,764)	$ (18,235)	$ (4,920)
Other comprehensive income (loss):
Reclassification of net derivative gains to revenues	0	0	(6,193)
Reclassification of net derivative gains to loss (gains) on derivatives, net	0	0	(10,710)
Reclassification of net foreign currency derivative gains to depreciation and amortization	(8)	(8)	(9)
Reclassification of net derivative losses on cash flow hedges to financial expense	889	1,129	401
Derivative (losses) gains on cash flow hedges	(1,441)	(2,588)	376
Other comprehensive income (loss), before tax	(560)	(1,467)	(16,135)
Income tax expense	0	0	0
Other Comprehensive income (loss), net of tax	(560)	(1,467)	(16,135)
Comprehensive income (loss)	(63,324)	(19,702)	(21,055)
Comprehensive income attributable to noncontrolling interest	874	543	451
Comprehensive income (loss) attributable to Ultrapetrol (Bahamas) Limited	$ (64,198)	$ (20,245)	$ (21,506)

XML

CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012		Dec. 31, 2011		Dec. 31, 2010
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$ (62,764)		$ (18,235)		$ (4,920)
Adjustments to reconcile net loss to total cash flows (used in) provided by operating activities:
Loss from discontinued operations	0		0		515
Depreciation of vessels and equipment	38,914		34,891		29,880
Amortization of dry docking	4,763		4,078		4,186
Expenditure for dry docking	(5,978)		(3,478)		(8,204)
(Loss) gains on derivatives, net	0		16		(10,474)
Debt issuance expense amortization	2,217		2,323		1,340
Financial loss on extinguishment of debt	940		0		0
Amortization of intangible assets	175		175		305
(Gain) on sale of vessels	(3,564)		0		(724)
Net losses from investments in affiliates	1,175		1,073		341
Allowance for doubtful accounts	1,266		598		359
Loss on write-down of vessels	16,000	[1]	0	[1]	0	[1]
Share - based compensation	530		1,079		1,266
(Increase) decrease in assets:
Accounts receivable	(6,760)		(6,916)		(8,632)
Other receivables, operating supplies and inventories and prepaid expenses	(13,599)		(12,302)		(2,827)
Other	3,109		(2,261)		1,369
Increase (decrease) in liabilities:
Accounts payable and customer advances	18,515		10,324		10,661
Other payables	1,126		3,407		6,403
Net cash (used in) provided by operating activities from continuing operations	(3,935)		14,772		20,844
Net cash (used in) operating activities from discontinued operations	0		(15)		(1,950)
Net cash flows (used in) provided by operating activities	(3,935)		14,757		18,894
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of vessels and equipment ($10,904 in 2012 for barges built, sold and leased-back)	(50,920)		(97,863)		(105,247)
Proceeds from disposals of vessels, net ($13,020 in 2012 for barges sold and leased-back)	16,870		0		36,584
Other investing activities, net	1,537		0		12,574
Net cash (used in) investing activities from continuing operations	(32,513)		(97,863)		(56,089)
Net cash provided by investing activities from discontinued operations	0		0		1,950
Net cash (used) in investing activities	(32,513)		(97,863)		(54,139)
CASH FLOWS FROM FINANCING ACTIVITIES
Scheduled repayments of long-term financial debt	(20,930)		(13,286)		(11,292)
Early repayment of long-term financial debt	(23,911)		0		0
Short-term credit facility borrowings	8,275		10,500		0
Short-term credit facility repayments	0		(25,500)		0
Proceeds from issuance of common stock, net of expenses	219,122		0		0
Proceeds from long-term financial debt	41,125		41,900		25,000
Proceeds from issuance of 7.25% Senior Convertible Notes, net of issuance costs	0		0		76,095
Other financing activities, net	886		(1,982)		(2,189)
Net cash (used in) provided by financing activities	224,567		11,632		87,614
Net increase (decrease) in cash and cash equivalents	188,119		(71,474)		52,369
Cash and cash equivalents at the beginning of year	34,096		105,570		53,201
Cash and cash equivalents at the end of year	$ 222,215		$ 34,096		$ 105,570

[1] Operating expenses included $2,753, $4,622 and $1,542 in 2012, 2011 and 2010, respectively, from related parties.

XML

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parenthetical) (USD $) In Thousands, except Share data, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012	Dec. 31, 2011
CURRENT ASSETS
Accounts receivable, allowance for doubtful accounts	$ 2,321	$ 1,916	$ 841
EQUITY
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	250,000,000	250,000,000	250,000,000
Common stock, shares outstanding (in shares)	140,419,487	140,419,487	30,011,628
Treasury stock, shares (in shares)	3,923,094	3,923,094	3,923,094

XML

REDEMPTION OF NOTES (Details) (USD $)	0 Months Ended	6 Months Ended		12 Months Ended			0 Months Ended				0 Months Ended		12 Months Ended
	Dec. 23, 2010	Jun. 30, 2013	Jun. 30, 2012	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010	Jul. 10, 2013 First Preferred Ship Mortgage Notes [Member]	Jun. 10, 2013 First Preferred Ship Mortgage Notes [Member]	Nov. 24, 2004 First Preferred Ship Mortgage Notes [Member]	Jun. 30, 2013 First Preferred Ship Mortgage Notes [Member]	Jan. 23, 2013 Convertible Senior Notes Due 2017 [Member]	Dec. 23, 2010 Convertible Senior Notes Due 2017 [Member]	Dec. 31, 2010 Convertible Senior Notes Due 2017 [Member]	Dec. 31, 2012 Convertible Senior Notes Due 2017 [Member]
Debt Instrument [Line Items]
Debt instrument offering date									Nov. 24, 2004			Dec. 23, 2010
Face amount of debt instrument									$ 180,000,000			$ 80,000,000
Debt instrument, stated interest rate (in hundredths)									9.00%			7.25%
Debt instrument redeemed								180,000,000						80,000,000
Debt instrument redemption price (in hundredths)								100.00%				100.00%
Debt instrument principal and interest transferred to trustee								182,115,000
Debt instrument interest paid								2,115,000
Debt instrument outstanding as current liability										181,620,000				80,000,000
Debt instrument principal repayment							180,000,000				80,000,000
Loss on extinguishment of debt	$ 0	$ (3,785,000)	$ 0	$ (940,000)	$ 0	$ 0	$ 1,700,000				$ 2,821,000
Debt instrument interest payment terms													Interest on the 2017 Senior Convertible Notes was payable semi-annually on January 15 and July 15 of each year.
Debt instrument maturity date													Jan. 15, 2017

XML

CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
CONSOLIDATED STATEMENTS OF CASH FLOWS [Abstract]
Purchases of barges built, sold and leased-back	$ 10,904
Proceeds from sale of barges sold and leased-back	13,020
Cash and cash equivalents, discontinued operations	$ 289	$ 289	$ 304	$ 304

XML

STOCK COMPENSATION

12 Months Ended

Dec. 31, 2012

STOCK COMPENSATION [Abstract]

STOCK COMPENSATION

14.   STOCK COMPENSATION

We have adopted the 2006 Stock Incentive Plan, or the 2006 Plan, dated July 20, 2006 which entitles certain of our officers, key employees and directors to receive restricted stock, stock appreciation rights, stock options, dividend equivalent rights, unrestricted stock, restricted stock units or performance shares. Under the 2006 Plan, a total of 5,000,000 shares of common stock have been reserved for issuance.  The 2006 Plan is administered by our Board of Directors.  Under the terms of the 2006 Plan, our Board of Directors is able to grant new options exercisable at a price per share to be determined by our Board of Directors.  Under the terms of the 2006 Plan, no options would be able to be exercised until at least one year after the closing of our IPO (October 18, 2006).  Any shares received on exercise of the options would not be able to be sold until one year after the date of the stock option grant.  All options will expire ten years from the date of grant.  The 2006 Plan expires ten years from the closing of our IPO.

In addition, on July 20, 2006 we entered into separate consulting agreements that became effective upon completion of our IPO (October 18, 2006) with companies controlled by our chief executive officer, executive vice president, chief financial officer and chief financial accountant for work they perform for us in various different jurisdictions.  On October 29, 2009 the consulting agreements were renewed for a three-year period.  On October 29, 2012 the consulting agreements were further renewed for another three-year period.

Restricted common stock awards

In connection with the 2012 consulting agreements the Company awarded a total of 329,375 shares of restricted stock at no cost to three companies controlled by the chief executive officer, executive vice president and chief financial officer. These shares are non-transferable until they vest, which occurs on the third anniversary date of the grant date, subject to earlier forfeiture upon termination of the consultant's appointment with the Company. During the vesting period, the shares have voting rights and cash dividends will be paid if declared. The fair market value of the Company´s share on the grant date was $1.43.

In connection with the 2009 consulting agreements, the Company awarded a total of 329,375 shares of restricted common stock at no cost to three companies controlled by our chief executive officer, executive vice president and chief financial officer which were cliff-vested on October 29, 2012.  The fair market value of each share on the grant date was $5.11.

In connection with the 2009 consulting agreements, the Company awarded a total of 329,375 shares of performance restricted common stock at no cost which were also subject to continued employment to three companies controlled by our chief executive officer, executive vice president and chief financial officer. All of the performance restricted common stock cliff-vested on October 29, 2012 and contained performance criteria based on our EBITDA.  On October 29, 2012 172,906 and 156,469 awards were fully vested and fully forfeited, respectively based on achievement of that award's target.

On November 29, 2010, 12,689 shares were granted to a non-employee director.  These shares were vested 6,852 in 2011 and 5,837 in 2012.  The fair market value of each share on the grant date was $6.83.

On December 5, 2009 the Company granted a total of 97,164 shares of restricted common stock at no cost to its non-employee directors.  These shares were vested 25,640 in 2010, 23,046 in 2011 and 16,194 in 2012 and 39,136 were fully forfeited in 2010 since the resignation of two non-employee directors.  The fair market value of each share on the grant date was $4.92.

Activity with respect to restricted common stock is summarized as follows:

	For the years ended December 31,
	2012			2011			2010
Nonvested shares outstanding at January 1		680,781			703,827			755,914
Granted		329,375			-			12,689
Vested		(524,312	)		(23,046	)		(25,640	)
Forfeited		(156,469	)		-			(39,136	)
Nonvested shares outstanding at December 31		329,375			680,781			703,827

2006 Plan shares issued as of the end of year	1,246,503	838,644	783,358
Shares available for issuance under 2006 Plan as of the end of year	3,753,497	4,161,356	4,216,642

Total stock based compensation expense as a result of all of these grants was $512 in 2012, $1,079 in 2011 and $1,266 in 2010 ($0 in 2012, $402 in 2011 and $576 in 2010 related with the performance based restricted common stock), and is recorded in the same line item as cash compensation.  The unrecognized compensation cost at December 31, 2012 was $444 of which $157 is expected to be recognized in each of 2013 and 2014 and $130 in 2015.

Stock options

In relation with the 2006 consulting agreements the Company awarded to three companies, one of which is controlled by our chief executive officer, one by our executive vice president and the other by our chief financial officer, stock options to purchase a total of 348,750 shares of common stock at an exercise price of $11.00 per share.  These stock options are fully vested and expire ten years from the date of grant.  The fair value of the options granted was estimated on the date of grant using the Black-Scholes option pricing model.

Additionally and in connection with the 2012 consulting agreement, on October 29, 2012 the Company awarded options to purchase a total of 329,375 shares of common stock of the Company, which will be granted over three years in equal annual installments and cliff vest in one year. The options shall be granted with an exercise price equal to the fair market value of a share of common stock of the Company on the applicable date on which the option is granted. The options shall be non-transferable. The term of the options shall be for a period of ten years following the date of grant of the applicable options.

The fair value of the options granted were estimated on the date of grant using the Black-Scholes option pricing model with the following assumptions: risk free interest rate of 0.76% which is based on the U.S. Treasury yield curve in effect at the time of the grant, expected dividend yield of 0%, expected stock price volatility of 82% and expected life of 5.5 years, which has been computed based on the short-cut method per ASC 718-10-S99-1. The aggregate fair market value of the stock options on the grant date, $105, is being amortized as compensation expenses over the vesting period, using the straight-line method.

Total stock based compensation expenses was $18 for the period from October 29, 2012 to December 31, 2012 and is recorded in the same line items used for cash compensation.  The unrecognized compensation cost at December 31, 2012 was $87 which is expected to be recognized  in 2013.

Activity and related information with respect to the Company's stock options is summarized as follows:

	For the years ended December 31,
	2012				2011				2010
	Shares		Exercise price		Shares		Exercise price		Shares		Exercise price
Under option at January 1		348,750	$	11.00		348,750	$	11.00	$	348,750	$	11.00
Options granted		109,762		1.43		-		-		-		-
Options exercised		-		-		-		-		-		-
Options forfeited or expired		-		-		-		-		-		-
Under option at December 31		458,512	$	8.71		348,750	$	11.00		348,750	$	11.00
Options exercisable at December 31		348,750		11.00		348,750		11.00		348,750		11.00

The aggregate intrinsic value of options outstanding and exercisable represents the total intrinsic value (the difference between the fair value of the Company's stock on the last day of each year and the exercise price, multiplied by the number of options where the exercise price exceeds the fair value) that would have been received by the option holders had all option holders exercised their options as of year-end.

At December 31, 2012 the intrinsic values of options outstanding and exercisable were $24 and $0, respectively and at December 31, 2011 the intrinsic values of options outstanding and exercisable were $0.

XML

NATURE OF OPERATIONS AND CORPORATE ORGANIZATION

6 Months Ended

12 Months Ended

Jun. 30, 2013

Dec. 31, 2012

NATURE OF OPERATIONS AND CORPORATE ORGANIZATION [Abstract]

NATURE OF OPERATIONS AND CORPORATE ORGANIZATION

1. NATURE OF OPERATIONS AND CORPORATE ORGANIZATION

Nature of operations

Ultrapetrol (Bahamas) Limited ("Ultrapetrol Bahamas", "Ultrapetrol", "the Company", "us" or "we") is a company organized and registered as a Bahamas Corporation since December 1997.

We are a shipping transportation company serving the marine transportation needs of our clients in the markets on which we focus. We serve the shipping markets for containers, grain soybean, forest products, minerals, crude oil, petroleum, and refined petroleum products, as well as the offshore oil platform supply market, through our operations in the following three segments of the marine transportation industry. In our River Business we are an owner and operator of river barges and push boats in the Hidrovia region of South America, a region of navigable waters on the Parana, Paraguay and Uruguay Rivers and part of the River Plate, which flow through Brazil, Bolivia, Uruguay, Paraguay and Argentina. The Company also has a shipyard that should promote organic growth and from time to time make external sales. In our Offshore Supply Business we own and operate vessels that provide logistical and transportation services for offshore petroleum exploration and production companies, in the coastal waters of Brazil and the North Sea. In our Ocean Business, we are an owner and operator of oceangoing vessels that transport petroleum products and a container line service in the Argentine cabotage trade.

1.   NATURE OF OPERATIONS AND CORPORATE ORGANIZATION

Nature of operations

Ultrapetrol (Bahamas) Limited ("Ultrapetrol Bahamas", "Ultrapetrol", "the Company", "us" or "we") is a company organized and registered as a Bahamas Corporation since December 1997.

We are a shipping transportation company serving the marine transportation needs of our clients in the markets on which we focus.  We serve the shipping markets for containers, grain soybean, forest products, minerals, crude oil, petroleum, and refined petroleum products, as well as the offshore oil platform supply market, through our operations in the following three segments of the marine transportation industry.  In our River Business we are an owner and operator of river barges and push boats in the Hidrovia region of South America, a region of navigable waters on the Parana, Paraguay and Uruguay Rivers and part of the River Plate, which flow through Brazil, Bolivia, Uruguay, Paraguay and Argentina. The Company also has a shipyard that should promote organic growth and from time to time make external sales. In our Offshore Supply Business we own and operate vessels that provide logistical and transportation services for offshore petroleum exploration and production companies, in the coastal waters of Brazil and the North Sea.  In our Ocean Business, we are an owner and operator of oceangoing vessels that transport petroleum products and a container line service in the Argentine cabotage trade.

Issuance of common stock

On December 12, 2012, we entered into an investment agreement with Sparrow Capital Investments, Ltd, or Sparrow, a subsidiary of Southern Cross Latin America Private Equity Fund III, L.P. and Southern Cross Latin America Private Equity Fund IV, L.P., or Southern Cross, pursuant to which we sold 110,000,000 shares of newly issued common stock to Sparrow at a purchase price of $2.00 per share, or the Sparrow Investment and received net proceeds of $219,122.  Concurrently, Sparrow designated Sparrow CI Sub Ltd. to receive 16,060,000 shares of common stock of Ultrapetrol.  In connection with the investment agreement, the Company (1) made certain amendments to its Articles and Memorandum of Association at the time of closing, and (2) entered into a registration rights agreement for the shares purchased by Sparrow and shares currently owned by Inversiones Los Avellanos S.A. ("Los Avellanos") and Hazels (Bahamas) Investments Inc. ("Hazels"), two existing shareholders of the Company.

In addition, in connection with the Sparrow Investment, Sparrow entered into a Shareholders' Agreement with Los Avellanos and Hazels (the "Shareholders' Agreement") regarding, among other things, the governance of the Company and the transfer of shares of common stock held by the parties, and which includes the following provisions:

-   For an initial period of six months after December 12, 2012, subject to extension or termination at discretion of Sparrow, at any time, Los Avellanos and Hazels have together the right to appoint four directors to the Company's board of Directors, and Sparrow has the right to appoint two directors to the Company's board of Directors.

-   Subsequent to the termination of this initial period, Los Avellanos and Hazels will together have the right to appoint two directors to the Company's board of Directors, and Sparrow will have the right to appoint four directors to the Company's board of Directors.

-   A seventh, independent director is jointly agreed by the parties.

-   The Shareholders' Agreement includes corporate governance provisions that require six directors to approve certain actions by the Company.

-   Los Avellanos and Hazels agree to vote their shares of common stock in the same manner as Sparrow, except for any matter that requires, but does not obtain, the approval of six directors of the Company, as required by the Shareholders' Agreement.

-   Los Avellanos and Hazels on the one hand and Sparrow on the other hand have a right of first offer on the shares of common stock held by the other party along with customary "tag-along" rights. Sparrow also has certain "drag-along" rights with respect to the shares of common stock held by Los Avellanos and Hazels. These drag-along rights take effect beginning four years after the closing date and only if Sparrow fails to achieve certain investment returns.

XML

LONG-TERM DEBT AND OTHER FINANCIAL DEBT

6 Months Ended

12 Months Ended

Jun. 30, 2013

Dec. 31, 2012

LONG-TERM DEBT AND OTHER FINANCIAL DEBT [Abstract]

LONG-TERM DEBT AND OTHER FINANCIAL DEBT

5. LONG-TERM DEBT

Balances of long-term financial debt at June 30, 2013 and December 31, 2012:

					At June 30, 2013 (unaudited)							At December 31, 2012
	Financial institution /				Nominal value
Borrower	Other	Due-year			Current			Noncurrent		Total		Total
Ultrapetrol (Bahamas) Ltd.	Private Investors	June 2021			$	-		$	200,000	$	200,000	$	-
Ultrapetrol (Bahamas) Ltd.	Private Investors		-			-			-		-		180,000
Ultrapetrol (Bahamas) Ltd.	Private Investors		-	(1)		-			-		-		-
UP Offshore Apoio Marítimo Ltda.	DVB AG	Through 2016				900			5,500		6,400		6,850
UP Offshore (Bahamas) Ltd.	DVB AG	Through 2016				4,300			27,500		31,800		42,225
UP Offshore (Bahamas) Ltd.	DVB AG	Through 2017				2,000			10,000		12,000		13,000
UP Offshore (Bahamas) Ltd.	DVB SE + Banco Security	Through 2018				3,333			29,167		32,500		34,166
Ingatestone Holdings Inc.	DVB AG		-			2,019			6,606		8,625		13,800
Ingatestone Holdings Inc.	Natixis		-			-			-		-		5,175
Ingatestone Holdings Inc.	DVB SE + NIBC		-			-			-		-		20,850
Ingatestone Holdings Inc.	DVB NV + NIBC + ABN Amro	Through 2017				4,470			35,749		40,219		-
UP Offshore Apoio Marítimo Ltda.	BNDES	Through 2027				1,110			14,153		15,263		15,818
Stanyan Shipping Inc.	Natixis	Through 2017				1,108			4,984		6,092		6,546
Hallandale Commercial Corp.	Nordea		-			-			-		-		5,644
UABL Paraguay S.A.	IFC	Through 2020				2,174			19,565		21,739		22,826
UABL Paraguay S.A.	OFID	Through 2020				1,304			11,739		13,043		13,695
UABL Barges and others	IFC	Through 2020				3,044			27,391		30,435		31,957
UABL Paraguay S.A. and Riverpar S.A.	IFC	Through 2021				1,765			12,353		14,118		15,000
UABL Paraguay S.A. and Riverpar S.A.	OFID	Through 2021				1,177			8,234		9,411		10,000
At June 30, 2013					$	28,704	(2)	$	412,941	$	441,645
At December 31, 2012					$	49,031		$	388,521			$	437,552

(1) On January 23, 2013, the Company repaid the 2017 Senior Convertible Notes. See Note 3.b).

(2) Excludes the 2014 Senior Notes which were disclosed as current liabilities in the unaudited condensed consolidated balance sheet under the caption "2014 Senior Notes and accrued interest". See Note 3.a).

8.875% First Preferred Ship Mortgage Notes due 2021 (the "2021 Senior Notes")

On May 30, 2013, the Company completed the Offering of $200,000 of 8.875% First Preferred Ship Mortgage Notes due 2021 (the "2021 Senior Notes"), through a private placement to institutional investors eligible for resale under Rule 144A and Regulation S. The net proceeds of the offering were used to repay in full on July 10, 2013, the 2014 Senior Notes or $180,000, and for general purpose.

Interest on the 2021 Senior Notes is payable semi-annually on June 15 and December 15 of each year. The 2021 Senior Notes are senior obligations guaranteed by certain of the Company's subsidiaries. The Notes are secured by first preferred ship mortgages on four ocean vessels, 14 pushboats and 335 river barges.

The 2021 Senior Notes are subject to certain covenants, including, among other things, limiting the parent's and subsidiary guarantors' ability to incur additional indebtedness or issue preferred stock, pay dividends to stockholders, make investments or sell assets, under certain conditions.

Upon the occurrence of a change of control event, each holder of the 2021 Senior Notes shall have the right to require the Company to repurchase such notes at a purchase price in cash equal to 101% of the principal amount thereof plus accrued and unpaid interest.

Although Ultrapetrol (Bahamas) Limited, the parent company, is the issuer of the 2021 Senior Notes, principal and related expenses will be paid through funds obtained from the operations of the Company's subsidiaries.

On May 23, 2013, IFC and OFID waived certain covenants under the loan agreements and corresponding guarantee agreements. The waivers permitted the creation of additional security and the non-compliance with certain release priorities of IFC's and OFID's securities under the loan and guarantee agreements all in connection with and for the purpose of permitting the refinancing of the 2014 Senior Notes and issuance the 2021 Senior Notes. In addition, IFC and OFID issued a release of mortgages and certain other assignments under the loan agreements, in order to meet the additional security and guarantee requirements of the 2021 Senior Notes.

Subsequent event

On August 1, 2013, the Company filed a registration statement on Form F-4 with the SEC to register substantially identical senior notes to be exchanged for the 2021 Senior Notes pursuant to a registration rights agreement, to allow the 2021 Senior Notes be eligible for trading in the public markets.

Revolving credit facility of up to $40,000

On May 31, 2013, we entered into a loan agreement with DVB Bank SE for a $40,000 reducing, revolving credit facility. The commitment under this revolver decreases quarterly by $1,250 or $5,000 per year. The facility bears interest at LIBOR plus 3% (or lender's cost of funds, if the lenders in their discretion determine that LIBOR is not representative of such costs). A quarterly commitment fee is payable based on the average undrawn amount of the committed amount at a rate of 1.95% per annum. No drawdowns have been made under the facility to date.

Senior secured term loan facility with DVB Bank AG (DVB AG) and Natixis of up to $93,600

On June 24, 2008 Ingatestone Holdings Inc., as Borrower, and UP Offshore (Bahamas) Ltd., Bayshore Shipping Inc., Gracebay Shipping Inc., Springwater Shipping Inc. and Woodrow Shipping Inc. (all of these our subsidiaries in the Offshore Supply Business) and Ultrapetrol (Bahamas) Limited, as joint and several Guarantors, entered into a senior secured term loan facility of up to $93,600 with DVB AG and Natixis (the "Banks"), as co-lender, to finance the construction and delivery of our PSVs being built in India (UP Jade, UP Amber, UP Pearl and UP Onyx).

At March 31, 2012, the advances under Tranche A of the loan were $34,500 ($17,250 per Bank).

On May 9, 2012, the Borrower, the Guarantors and the Banks signed a third amendment to the loan agreement. In connection with this amendment, all the amounts borrowed by Natixis or $17,250 shall be paid on or before December 31, 2012, further extended to March 28, 2013 and all of the remaining commitments of this term loan facility by Natixis were cancelled.

On March 28, 2013 the Company repaid $10,350 ($5,175 to each Bank) related with our PSV UP Amber advances.

At June 30, 2013, the outstanding principal balance under this loan agreement was $8,625 related with the advances of the loan to finance the construction of our PSVs UP Pearl and UP Onyx made by DVB AG.

During the six-month period ended June 30, 2013, the Company recorded a financial loss on extinguishment of debt of $345, which was included in the accompanying unaudited condensed consolidated statement of operations.

Senior secured post delivery term loan facility with DVB Bank SE (DVB SE) and NIBC Bank NV of up to $42,000

On October 22, 2012 Ingatestone Holdings Inc., as Borrower, and UP Offshore (Bahamas) Ltd., Bayshore Shipping Inc., Gracebay Shipping Inc. (all of these our subsidiaries in the Offshore Supply Business) and Ultrapetrol (Bahamas) Limited, as joint and several Guarantors, entered into a senior secured post delivery term loan facility of up to $42,000 with DVB SE and NIBC Bank NV (the "Lenders") for the purpose of partially financing or refinancing our PSVs named UP Jade and UP Amber.

The loan facility was divided into two tranches, each in the aggregate amount of up to $21,000.

The tranche of the loan facility in respect of the refinancing of the PSV UP Jade was drawn down in an amount of $20,850 on October 29, 2012.

On January 24, 2013 the Company terminated this senior secured post delivery term loan facility and prepaid the outstanding balance of $20,850 with borrowings from its senior secured post delivery term loan facility with DVB Bank America, NIBC and ABN Amro, described below.

During the six-month period ended June 30, 2013, the Company recorded a financial loss on extinguishment of debt of $619, which was included in the accompanying unaudited condensed consolidated statement of operations.

Senior secured post delivery term loan facility with DVB Bank America NV (DVB Bank America), NIBC Bank NV (NIBC) and ABN Amro Capital USA LLC (ABN Amro) of up to $84,000

On January 18, 2013 Ingatestone Holdings Inc., as Borrower, and UP Offshore (Bahamas) Ltd., Bayshore Shipping Inc., Gracebay Shipping Inc, Springwater Shipping Inc and Woodrow Shipping Inc. (all of these our subsidiaries in the Offshore Supply Business) and Ultrapetrol (Bahamas) Limited, as joint and several Guarantors, entered into a senior secured post delivery term loan facility of up to $84,000 with DVB Bank America, NIBC and ABN Amro (the "Lenders") with the purpose of refinancing the advances made for our PSVs named UP Jade, UP Amber, UP Pearl and UP Onyx of the DVB SE and Natixis and DVB SE and NIBC long-term facilities.

The loan facility is divided into four tranches, each in the aggregate amount of up to the lesser of $21,000 and 60% of the fair market value of the PSV to which such tranche relates.

A quarterly commitment fee is payable based on the average undrawn amount of the committed amount at a rate of 1.60% per annum.

The tranche of the loan facility in respect of the refinancing of the PSV UP Jade was drawn down in the amount of $20,850 on January 24, 2013.

Each tranche of the loan facility in respect of the financing of the acquisition of each of the UP Amber, UP Pearl and UP Onyx from the shipyard shall be divided into two advances which shall be made available to the Borrower as follows:

- The first advance of each such tranche shall be made available to the Borrower in the amount of up to $5,000 on the earlier of the delivery date of the ship and October 31, 2013,

- The second advance of each such tranche shall be made available to the Borrower in the amount of up to $16,000 not later than the earlier of the date which is six months after the delivery date of the ship and October 31, 2013, provided that the UP Amber, UP Pearl and UP Onyx have obtained employment of not less than 3 years with a charterer on terms and conditions acceptable to the Lenders.

On March 28, 2013 and June 28, 2013, the Company drew down $5,000 and $15,550, respectively, related with the tranche of the loan to financing the acquisition of our PSV UP Amber.

At June 30, 2013, the outstanding principal balance under this loan agreement was $40,219.

Senior secured term loan with Nordea Bank Finland PLC (Nordea Bank) of $20,200

On November 30, 2007, Hallandale Commercial Corp. (our wholly owned subsidiary in the Ocean Business and the owner of the Amadeo) as Borrower, Ultrapetrol (Bahamas) Ltd., as Guarantor, and Tuebrook Holdings Inc. (our wholly owned subsidiary in the Ocean Business and the holding company of Hallandale Commercial Corp.), as Pledgor, entered into a $20,200 loan agreement with Nordea Bank for the purpose of providing post delivery financing of the vessel.

On December 28, 2012 the Borrower, the Guarantor, the Pledgor and Nordea Bank amended the loan agreement. In connection with this amendment the margin was increased from 1.50% to 3.00% per annum, the change of control provisions was modified to include Sparrow into the definition, the final maturity date of the loan was changed to April 15, 2013 and Nordea Bank waived the Guarantor compliance requirement with the EBITDA to interest expense ratio until the maturity date.

On April 15, 2013, the Company repaid in full the total outstanding of $5,252 of this senior secured loan.

5.   LONG-TERM DEBT AND OTHER FINANCIAL DEBT

Balances of long-term financial debt were as follows:

				At December 31,
				2012						2011
	Financial institution /			Nominal value
Borrower	Other	Due-year (1)		Current		Noncurrent		Total		Total
Ultrapetrol (Bahamas) Ltd.	Private Investors	November 2014		$	-	$	180,000	$	180,000	$	180,000
Ultrapetrol (Bahamas) Ltd.	Private Investors	January 2013			80,000		-		-		80,000
UP Offshore Apoio Marítimo Ltda.	DVB AG	Through 2016			900		5,950		6,850		7,750
UP Offshore (Bahamas) Ltd.	DVB AG	Through 2016			12,575		29,650		42,225		38,250
UP Offshore (Bahamas) Ltd.	DVB AG	Through 2017			2,000		11,000		13,000		15,000
UP Offshore (Bahamas) Ltd.	DVB SE + Banco Security	Through 2018			3,333		30,833		34,166		37,500
Ingatestone Holdings Inc.	DVB AG		-		5,639		8,161		13,800		15,525
Ingatestone Holdings Inc	Natixis	March 2013			5,175		-		5,175		15,525
UP Offshore Apoio Marítimo Ltda.	BNDES	Through 2027			1,110		14,708		15,818		16,928
Stanyan Shipping Inc.	Natixis	Through 2017			1,108		5,438		6,546		9,303
Hallandale Commercial Corp.	Nordea	April 2013			5,644		-		5,644		7,212
UABL Paraguay	IFC	Through 2020			2,174		20,652		22,826		25,000
UABL Paraguay	OFID	Through 2020			1,304		12,391		13,695		15,000
UABL Barges and others	IFC	Through 2020			3,044		28,913		31,957		35,000
UABL Paraguay and Riverpar	IFC	Through 2021			1,765		13,235		15,000		15,000
UABL Paraguay and Riverpar	OFID	Through 2021			1,176		8,824		10,000		-
Ingatestone Holdings Inc.	DVB SE + NIBC		-		2,084		18,766		20,850		-
At December 31, 2012				$	129,031	$	388,521	$	517,552
At December 31, 2011				$	21,504	$	491,489			$	517,552

(1)  See the descriptions below.

Aggregate annual future payments due to the long-term financial debt were as follows:

Year ending December 31
2013	$	129,031
2014		208,716
2015		24,098
2016		49,091
2017		40,022
Thereafter		66,594
Total	$	517,552

9% First Preferred Ship Mortgage Notes due 2014

On November 24, 2004 the Company completed a debt offering of $180,000 of 9% First Preferred Ship Mortgage Notes due 2014 (the "2014 Senior Notes"), through a private placement to institutional investors eligible for resale under Rule 144A and Regulation S (the "Offering").  The net proceeds of the Offering were used to repay the 2008 Senior Notes, certain other existing credit facilities and to fund some vessel acquisitions.

Interest on the 2014 Senior Notes is payable semi-annually on May 24 and November 24 of each year and principal is due on November 24, 2014.  The 2014 Senior Notes are senior obligations guaranteed by the Company's subsidiaries directly involved in our Ocean and River Business. At December 31, 2012, the 2014 Senior Notes are secured by first preferred ship mortgages on 13 river pushboats, 2 oceangoing barges and 337 river barges.

The 2014 Senior Notes are subject to certain covenants, including, among others, limiting the parent's and guarantor subsidiaries' ability to incur additional indebtedness or issue preferred stock, pay dividends to stockholders, incur liens or execute sale leasebacks of certain principal assets and certain restrictions on the Company consolidating with or merging into any other person.

Upon the occurrence of a change of control event, each holder of the 2014 Senior Notes shall have the right to require the Company to repurchase such notes at a purchase price in cash equal to 101% of the principal amount thereof plus accrued and unpaid interest.

If Los Avellanos and Hazels, together, in accordance with the provisions of the Shareholder Agreement described in Note 1, no longer have the ability or right to elect or designate for election a majority of the Company's board of Directors, a change of control will occur under the indenture governing our 2014 Senior Notes.

In the first quarter of 2005 the SEC declared effective an exchange offer filed by the Company to register substantially identical senior notes to be exchanged for the 2014 Senior Notes pursuant to a registration rights agreement, to allow the 2014 Senior Notes be eligible for trading in the public markets.

Although Ultrapetrol (Bahamas) Limited, the parent company, subscribed the issued Notes, principal and related expenses will be paid through funds obtained from the operations of the Company's subsidiaries.

At December 31, 2012 and 2011, the 2014 Senior Notes are disclosed on the Company´s consolidated balance sheets as long-term debt.

At December 31, 2012 the net book value of the assets pledged as a guarantee of the 2014 Senior Notes was $67,700.

7.25% Convertible Senior Notes due 2017

On December 23, 2010, the Company completed the sale of $80,000 aggregate principal amount of its 7.25% Convertible Senior Notes due 2017 (the "2017 Convertible Notes") through a private placement to institutional investors eligible for resale under Rule 144A and Regulation S. The Convertible Notes are senior and unsecured obligations of the Company. Interest on the 2017 Convertible Notes is payable semi-annually on January 15 and July 15 of each year, commencing on July 15, 2011. Unless earlier converted, redeemed or repurchased, the 2017 Convertible Notes are due on January 15, 2017.

The 2017 Convertible Notes were convertible after January 28, 2011, at the option of the holder, into common stock at an initial conversion rate equal to 133.1691 shares of the Company common stock per $1 principal amount of 2017 Convertible Notes (equivalent to an initial conversion price of approximately $7.51 per share), which was subject to adjustment.

If the arithmetic average of the daily volume weighted average price per share of the Company common stock for each of the 20 consecutive trading days beginning on January 17, 2012 was less than $6.13, then the conversion rate would be increased such that the conversion price as adjusted would represent the greater of (i) 122.5% of such arithmetic average of the daily volume weight average price and (ii) $6.13.

As from February 14, 2012, the conversion rate has been adjusted to 163.1321 shares of the Company common stock per $1 principal amount of 2017 Convertible Notes (equivalent to a price of approximately $ 6.13 per share) as a consequence of the arithmetic average of the daily volume weighted average price per share of the Company common stock for the period from January 17, 2012 to February 13, 2012 (both inclusive) being $2.76.

On or after January 15, 2015, the Company may redeem for cash all, but not less than all, of the 2017 Convertible Notes if the last reported sale price of the Company common stock equals or exceeds 130% of the applicable conversion for a specific period of time at 100% of the principal amount of the 2017 Convertible Notes to be redeemed, plus any accrued and unpaid interest to, but excluding, the redemption date.

Upon a fundamental change occurring, as defined in the 2017 Convertible Notes Indenture, each holder of the 2017 Convertible Notes, shall have the right to require the Company to repurchase the 2017 Convertible Notes in cash at a price equal to 100% of the principal amount of the 2017 Convertible Notes to be repurchased, plus any accrued and unpaid interest to, but excluding, the fundamental change repurchase date.

If a fundamental change occurs under the 2017 Convertible Notes Indenture, the Company will pay a make-whole premium upon the conversion of the 2017 Convertible Notes in connection with any such transaction by increasing the applicable conversion rate. The make-whole premium will be determined by reference to the 2017 Convertible Notes Indenture and is based on the date on which the fundamental change becomes effective and the market stock price of the Company common stock on that date. In no event shall the conversion rate exceed 163.1321 shares per $1 principal amount.

As a result of the successful completion of the transaction with Sparrow described in note 1, a fundamental change (as defined in the Indenture) occurred on December 12, 2012, and each holder of the 2017 Convertible Notes had the repurchase right described above.

On December 21, 2012 the Company commenced a tender offer to repurchase up to $80,000 of the 2017 Convertible Notes at par plus accrued and unpaid interest in accordance with the fundamental change repurchase procedure as specified in the 2017 Convertible Notes Indenture. The tender offer began on December 21, 2012 and expired on January 22, 2013.

At December 31, 2011 the 2017 Convertible Notes are disclosed on the Company's consolidated balance sheets as long-term debt at face value.

Subsequent events

On January 23, 2013 the Company repaid $80,000 of its 2017 Convertible Notes. Consequently, as of December 31, 2012 the Company included the outstanding principal amount of the 2017 Convertible Notes of $80,000 as current liabilities and the Company expects to record a loss on extinguishment of debt of approximately $2,800 in the first quarter 2013 results.

Loans with DVB Bank AG (DVB AG)

a)   Senior secured term loan facility of up to $15,000:  On January 17, 2006 UP Offshore Apoio Maritimo Ltda. (UP Offshore Apoio) as Borrower, Packet Maritime Inc. (Packet) and Padow Shipping Inc. (Padow) as Guarantors and UP Offshore (Bahamas) Ltd. (UP Offshore) as Holding Company (all of these our subsidiaries in the Offshore Supply Business) entered into a senior secured term loan

facility of up to $15,000 with DVB AG for the purposes of providing post delivery financing of our PSV named UP Agua Marinha.

This loan is divided into two tranches:

-   Tranche A, amounting to $13,000, accrues interest at LIBOR plus a margin of 1.20% per annum and shall be repaid by (i) 120 consecutive monthly installments of $75 each beginning in March 2006 and (ii) a balloon repayment of $4,000 in February 2016.

-   Tranche B, amounting to $2,000 was fully repaid in February 2009.

For the year ended December 31, 2012, the weighted average interest rate was 1.44% and the respective interest rates ranged from 1.34% to 1.53%, including margins.

b)   Senior secured term loan facility of up to $61,306:  On December 28, 2006 UP Offshore (Bahamas) Ltd. as Borrower, Packet, Padow, UP Offshore Apoio and Topazio Shipping LLC (collectively the owners of our PSVs UP Safira, UP Esmeralda, UP Agua Marinha and UP Topazio) and Ultrapetrol (Bahamas) Limited as Guarantors entered into a senior secured term loan facility of up to $61,306 with DVB AG for the purposes of providing post delivery re-financing of our PSVs named UP Safira, UP Esmeralda and UP Topazio.

The loan bears interest at LIBOR plus 1.20% per annum with quarterly principal and interest payments and matures in December 2016.  The regularly scheduled principal payments are due quarterly and range from $1,075 to $1,325, with a balloon installment of $17,300 in December 2016. If a PSV is sold or becomes a total loss, the Borrower shall prepay the loan in an amount equal to the stipulated value of such PSV, which is initially stipulated in $18,750 and shall be reduced in the amount of $388 on each repayment date.

For the year ended December 31, 2012, the weighted average interest rate was 1.67% and the respective interest rates ranged from 1.59% to 1.74%, including margins.

On August 1, 2012, the Borrower, the Guarantors and DVB SE agreed to amend the loan agreement to permit the Borrower to re-borrow $10,000. During 2012, the Company drew down $8,275.  This amount, bears interest at LIBOR plus 3.50% per annum and matures $50% on March 29, 2013 and 50% on June 30, 2013.

A commitment fee is payable based on the average undrawn amount of $10,000 at a rate of 1.75% per annum commencing on August 1, 2012.  At the date of the issuance of these financial statements the Company canceled any undrawn commitment.

c)   Senior secured term loan facility of up to $25,000:  On October 31, 2007 UP Offshore (Bahamas) Ltd. as Borrower entered into a senior secured term loan facility of up to $25,000 with DVB AG for the purposes of providing post delivery re-financing of our PSV named UP Diamante.

The Banks, at their discretion, may replace LIBOR as base rate for the interest calculation with their cost-of-funds rate.

The loan bears interest at LIBOR plus 1.50% per annum with quarterly principal and interest payments and matures in November 2017.  The regularly scheduled payments commenced in February 2008 and are comprised of 8 installments of $750 each, 24 of $500 each and 8 of $250 each with a balloon installment of $5,000 in November 2017.

For the year ended December 31, 2012, the weighted average interest rate was 1.97% and the respective interest rates ranged from 1.93% to 2.05%, including margins.

All of these loans are secured by a first priority mortgage on the UP Safira, UP Esmeralda, UP Topazio, UP Agua Marinha and UP Diamante, a first priority assignment of the earnings, insurances and requisition compensation of the vessels or other employment contracts exceeding 12 months and are jointly and severally irrevocable and unconditionally guaranteed by Packet, Padow, UP Offshore Apoio, Topazio Shipping LLC and Ultrapetrol (Bahamas) Limited.  The loans also contain customary covenants that limit, among other things, the Borrowers' ability to incur additional indebtedness, grant liens over their assets, sell assets, pay dividends, repay indebtedness, merge or consolidate, change lines of business and amend the terms of subordinated debt.  The agreements governing the facility also contain customary events of default. If an event of default occurs and is continuing, DVB AG may require the entire amount of the loans be immediately repaid in full.  Further, the loan agreements require that the PSVs pledged as security have an aggregate market value of at least 133.3% of the value of the loans.

At December 31, 2012 the combined outstanding principal balance under the loan agreements was $62,075 and the aggregate net book value of the assets pledged was $84,700.

Senior secured term loan facility with DVB Bank AG (DVB AG) and Natixis of up to $93,600

On June 24, 2008 Ingatestone Holdings Inc., as Borrower, and UP Offshore (Bahamas) Ltd., Bayshore Shipping Inc., Gracebay Shipping Inc., Springwater Shipping Inc. and Woodrow Shipping Inc. (all of these our subsidiaries in the Offshore Supply Business) and Ultrapetrol (Bahamas) Limited, as joint and several Guarantors, entered into a senior secured term loan facility of up to $93,600 with DVB AG and Natixis (the "Banks"), as co-lender, to finance the construction and delivery of our PSVs being built in India (UP Jade, UP Amber, UP Pearl and UP Onyx).

A quarterly commitment fee is payable based on the average undrawn amount of the committed amount at a rate of 0.50% per annum through December 2010 and at a rate of 1.50% per annum thereafter.

This loan is divided into two tranches:

-   Tranche A, amounting to $60,000, to be made available for each ship in the amount of up to $15,000.  This tranche accrues interest at LIBOR (base rate) plus a margin of 3.0% during each ship's construction period, and then the margin is lowered to 2.0% and shall be repaid by (i) quarterly installments of $288 per ship and (ii) a balloon repayment of all amounts outstanding at December 31, 2019.

-   Tranche B, amounting to $33,600, to be made available for each ship in the amount of up to $8,400 in a single advance on the delivery date of such ship.  This tranche accrues interest at LIBOR (base rate) plus a margin of 2.0% per annum and shall be repaid by 20 quarterly installments of $420 per ship.

The Banks, at their discretion, may replace LIBOR as base rate for the interest calculation with their cost-of-funds rate.

As Facility Guarantor, UP Offshore (Bahamas) Ltd. shall comply with certain financial covenants including: (i) an average balance of available cash in a demand deposit of not less than $5,000 during each financial year, (ii) an equity ratio of not less than 30%, (iii) a minimum equity of $75,000 and, (iv) a ratio of consolidated EBITDA to consolidated debt service of at least 1.5 (on a rolling four quarter basis, tested as of the last day of each fiscal quarter).

The loan contains customary covenants which are similar to the stipulated covenants in previous loans entered with DVB AG. The agreements governing the facility also contain customary events of default. If an event of default occurs and is continuing, DVB AG and Natixis may require the entire amount of the loan be immediately repaid in full.

At March 31, 2012, the advances under Tranche A of the loan were $34,500 ($17,250 per Bank).

On May 9, 2012, the Borrower, the Guarantors and the Banks signed a third amendment to the loan agreement. In connection with this amendment, all the amounts borrowed by Natixis or $17,250 shall be paid on or before December 31, 2012, further extended to March 28, 2013 and all of the remaining commitments of this term loan facility by Natixis were cancelled.

Since March 31 2012, the Company prepaid to Natixis $12,075 and to DVB SE $10,275 in principal installment and drew from DVB SE $6,825.

During the year ended December 31, 2012 the Company recorded a debt extinguishment loss of $940, which is included in the accompanying consolidated statement of operations.

On October 22, 2012 the Company through its subsidiaries in the Offshore Supply Business, entered into a new senior secured term loan facility to replace the financing of this term loan facility in respect of the financing of the acquisition of each of the UP Jade and UP Amber. Subsequent to December 31, 2012 Ingatestone Holding Inc. (our subsidiary in the Offshore Supply Business) entered into a new senior secured term loan facility with DVB Bank America, NIBC and ABN Amro to replace all of its credit facilities in respect of the financing of its four PSVs being built in India (UP Jade, UP Amber, UP Pearl and UP Onyx).

At December 31, 2012, the outstanding principal balance under this loan agreement was $18,975 ($5,175 for Natixis and $13,800 for DVB SE).

Senior secured post delivery term loan facility with DVB Bank SE (DVB SE) and NIBC Bank NV of up to $42,000

On October 22, 2012 Ingatestone Holdings Inc., as Borrower, and UP Offshore (Bahamas) Ltd., Bayshore Shipping Inc., Gracebay Shipping Inc. (all of these our subsidiaries in the Offshore Supply Business) and Ultrapetrol (Bahamas) Limited, as joint and several Guarantors, entered into a senior secured post delivery term loan facility of up to $42,000 with DVB SE and NIBC Bank NV (the "Lenders") for the purpose of partially financing or refinancing our PSVs named UP Jade and UP Amber.

The loan facility is divided into two tranches, each in the aggregate amount of up to $21,000.

The tranche of the loan facility in respect of the refinancing of the UP Jade was drawn down in an amount of $20,850 on October 29, 2012. This tranche accrues interest at LIBOR (base rate) plus a margin of 4.0% and shall be repaid by (i) 20 consecutive quarterly installments of $521 each and (ii) a balloon payment in the amount of $10,425 which due on the fifth anniversary of the drawdown date but not later than November 30, 2017.

The Lenders, at their discretion, may replace LIBOR as base rate for the interest calculation with their cost-of-funds rate.

The tranche of the loan facility in respect of the financing of the acquisition of the UP Amber from the shipyard shall be divided into two advances which shall be made available to the Borrower until June 30, 2013.

Subsequent events

On January 24, 2013 the Company terminated this senior secured post delivery term loan facility and prepaid the outstanding balance of $20,850 with borrowings from its senior secured post delivery term loan facility with DVB Bank America, NIBC and ABN Amro.

Senior secured post delivery term loan facility with DVB Bank America NV (DVB Bank America),  NIBC Bank NV (NIBC) and ABN Amro Capital USA LLC (ABN Amro) of up to $84,000

On January 18, 2013 Ingatestone Holdings Inc., as Borrower, and UP Offshore (Bahamas) Ltd., Bayshore Shipping Inc., Gracebay Shipping Inc, Springwater Shipping Inc and Woodrow Shipping Inc. (all of these our subsidiaries in the Offshore Supply Business) and Ultrapetrol (Bahamas) Limited, as joint and several Guarantors, entered into a senior secured post delivery term loan facility of up to $84,000 with DVB Bank America, NIBC and ABN Amro (the "Lenders") with the purpose of refinancing the advances made for our PSVs named UP Jade, UP Amber, UP Pearl and UP Onyx of the DVB SE and Natixis and DVB SE and NIBC long-term facilities.

The loan facility is divided into four tranches, each in the aggregate amount of up to the lesser of $21,000 and 60% of the fair market value of the PSV to which such tranche relates.

The tranche of the loan facility in respect of the refinancing of the UP Jade was drawn down in the amount of $ 20,850 on January 24, 2013. This tranche accrues interest at LIBOR (base rate) plus a margin of 4.0% and shall be repaid by (i) 20 consecutive quarterly installments of $521 each beginning on January 29, 2013 and (ii) a balloon payment in the amount of $10,425 which is due on October 29, 2017 concurrent with the last quarterly repayment.

A quarterly commitment fee is payable based on the average undrawn amount of the committed amount at a rate of 1.60% per annum.

Each tranche of the loan facility in respect of the financing of the acquisition of each of the UP Amber, UP Pearl and UP Onyx from the shipyard shall be divided into two advances which shall be made available to the Borrower as follows:

-   The first advance of each such tranche shall be made available to the Borrower in the amount of up to $5,000 on the earlier of the delivery date of the ship and October 31, 2013,

-   The second advance of each such tranche shall be made available to the Borrower in the amount of up to $16,000 not later than the earlier of the date which is six months after the delivery date of the ship and October 31, 2013, provided that the UP Amber, UP Pearl and UP Onyx have obtained employment of not less than 3 years with a charterer on terms and conditions acceptable to the Lenders.

Each tranche accrues interest at LIBOR (base rate) plus a margin of 4.0% and shall be repaid by (i) equal consecutive quarterly installments and (ii) a balloon payment equal to 50% of the advances of such tranche concurrent with the last quarterly repayment but not later than October 31, 2017.  The first quarterly repayment shall commence on the date falling three months after the drawdown date.

The Lenders, at their discretion, may replace LIBOR as base rate for the interest calculation with their cost-of-funds rate.

Ingatestone Holdings Inc., as Borrower, shall comply with certain financial covenants including: (i) a ratio of consolidated debt service coverage ratio in respect of the PSVs of not less than 125% (on a historical and forward four quarter rolling basis, tested as of the last date of each fiscal quarter), (ii) an equity ratio of not less than 10% as from December 31, 2012 until September 30, 2013 and 20% as from September 30, 2013, (iii) a consolidated tangible net worth of not less than $10,000 as from December 31, 2012 until September 30, 2013 and $20,000 as from September 30, 2013 plus 50% of net income (positive only) for each succeeding fiscal year and (iv) consolidated liquidity of not less than an amount necessary to fund the payment of six months of debt service.

As Guarantor, Ultrapetrol (Bahamas) Ltd. shall comply with certain financial covenants at all times after from December 31, 2012 including: (i) an average monthly balance of available cash in a demand deposit of not less than $20,000 on a consolidated basis, (ii) an equity ratio of not less than 20%, (iii) a consolidated tangible net worth of not less than $150,000 and, (iv) a ratio of consolidated debt service coverage ratio of not less than 150% (on a historical and forward four quarter rolling basis, tested as of the last date of each fiscal quarter).

The loan is secured by a first priority mortgage on the UP Jade, UP Amber, UP Pearl and UP Onyx and a first priority assignment of the earnings, insurances and requisition compensation of the vessels. Further, the loan agreement requires that the PSVs pledged as security have an aggregate market value of at least 142.85% of the value of the loans and the swap exposure during the first two years of the loan and 150% thereafter.

The loan also contains customary covenants that limit, among other things, the Borrowers' ability to incur additional indebtedness, grant liens over their assets, sell assets, pay dividends, repay indebtedness, merge or consolidate, change lines of business and amend the terms of subordinated debt.

Seventeen-year term $18,730 credit facility with Brazilian Development Bank (BNDES)

On August 20, 2009, UP Offshore Apoio (our subsidiary in the Offshore Supply Business) as Obligor, UP Offshore (Bahamas) Ltd., as Facility Guarantor and Ultrapetrol (Bahamas) Ltd., as Limited Guarantor, entered into a seventeen-year fixed interest credit facility for $18,730 with BNDES to partially post-finance the construction of our PSV UP Rubi.

The loan shall be repaid by 204 consecutive monthly installments of each $93 beginning in April 2010 and ending in March 2027.  The loan accrues interest at 3% per annum.

On October 30, 2009, UP Offshore Apoio entered into a Standby Letter of Credit Facility Agreement (the "Letter") with DVB Bank SE relating to a $21,500 Standby Letter of Credit Facility which guarantees the BNDES credit facility from November 11, 2009 to November 11, 2013.  The Letter requires PSV UP Rubi to be pledged as security and its fair market value shall be not less than 133.3% of the outstanding amount of the Letter and is guaranteed by UP Offshore (Bahamas) Ltd. and Ultrapetrol (Bahamas) Limited as Facility Guarantor and Limited Guarantor, respectively.

Under the Letter, UP Offshore Apoio is to pay an up front fee equal to 1.5% of the outstanding amount, an annual commission fee fixed of 2.0% per annum on the outstanding amount and a fee equal to 1.0% on the settlement date on the settlement amount.

As Facility Guarantor, UP Offshore (Bahamas) Ltd. shall comply with certain financial covenants including: (i) an average balance of available cash in a demand deposit of not less than $5,000 during each financial year, (ii) an equity ratio of not less than 30%, (iii) a minimum equity of $75,000 and, (iv) a ratio of consolidated EBITDA to consolidated debt service of at least 1.5 (on a rolling four quarter basis, tested as of the last day of each fiscal quarter).

On March 5, 2013, BNDES confirmed their approval of the change in ownership, which occurred as a consequence of the transaction with Sparrow described in Note 1.  Considering such approval, we are in compliance with all covenants under this loan facility.

At December 31, 2012, the outstanding principal balance under this loan agreement was $15,818 and the aggregate net book value of the asset pledged was $24,500.

Loan Agreement with DVB Bank SE (DVB SE) and Banco Security of up to $40,000:

On December 9, 2010 UP Offshore (Bahamas) Ltd., as Borrower, and Glasgow Shipping Inc. and Zubia Shipping Inc. (all of these our subsidiaries in the Offshore Supply Business) and Ultrapetrol (Bahamas) Limited and Corporación de Navegación Mundial S.A., as joint and several Guarantors, entered into a senior secured term loan facility of up to $40,000 with DVB SE and Banco Security, as co-lenders, to partially finance the construction and delivery of our two PSVs being constructed in China.

The loan is drawn in two advances, each in the amount of $20,000, on the delivery of each of the respective PSVs, accrues interest at LIBOR (base rate) plus a margin of 3.0% and shall be repaid by (i) 32 equal quarterly consecutive installments of $417 each, together with a balloon payment of $ 6,667 payable concurring with the last repayment installment in December 2018.

The co-lenders, at their discretion, may replace LIBOR as base rate for the interest calculation with their cost-of-funds rate.

For the year ended December 31, 2012, the weighted average interest rate was 4.20% and the respective interest rates ranged from 4.14% to 4.26%, including margins and interest rate swaps.

The loan contains customary covenants which are similar to the stipulated covenants in previous loans entered with DVB AG. The agreements governing the facility also contain customary events of default. If an event of default occurs and is continuing, DVB SE and Banco Security may require the entire amount of the loan be immediately repaid in full.

The loan is secured by a first priority mortgage on UP Turquoise and UP Jasper, a first priority assignment of the earnings, insurances and requisition compensation of the vessels or other employment contracts exceeding 12 months.  Further, the loan agreements require that the PSVs pledged as security have an aggregate fair market value of at least 133.3% of the value of the loan during the period from the first drawdown date until the fourth anniversary thereof or at least 66.7% of the value of the loan at any time thereafter.

UP Offshore (Bahamas) Limited as Guarantor shall maintain certain financial covenants including: (i) an average balance of available cash in a demand deposit of not less than $5,000, (ii) an equity ratio of not less than 30%, (iii) a minimum equity of $75,000 and, (iv) a ratio of consolidated EBITDA to consolidated debt service of at least 1.5 (on a rolling four quarter basis, tested as of the last day of each fiscal quarter).

At December 31, 2012 the outstanding principal balance was $34,166 and the aggregate net book value of the assets pledged was $50,900.

Senior secured term loan with Natixis of up to $13,616

On January 29, 2007 Stanyan Shipping Inc. (a wholly owned subsidiary in the Ocean Business and the owner of the Alejandrina) drew down an amount of $13,616 under a loan agreement with Natixis (the "Lender") to provide post-delivery financing secured by the vessel.  The loan, which matures in February 2017, shall be repaid by equal quarterly installments of $227 with a balloon installment of $2,687 which due in February 2017.  The loan accrues interest at 6.38% per annum for the first five years of the loan and LIBOR plus 1.20% per annum thereafter.

On May 21, 2012, we prepaid $1,849 outstanding under this senior secured loan.

For the year ended December 31, 2012, the weighted average interest rate was 3.11% and the respective interest rates ranges from 1.63% to 6.38% including margins.

The loan is secured by a mortgage on the Alejandrina, a first priority assignment of the earnings, insurances and requisition compensation of the vessels, or other employment contracts exceeding 12 months and is guaranteed by Ultrapetrol (Bahamas) Limited.  The Lender may also require additional security, if at any time the fair market value of the ship becomes less than the 125% of the aggregate value of the loan.  With respect to the above and in relation to any potential loan security shortfall, the Company has been reflected $200 under current liabilities in the accompanying consolidated balance sheet as of December 31, 2012.

The loan also contains customary covenants that limit, among other things, the Borrower's and the Guarantors' ability to incur additional indebtedness, grant liens over their assets, sell assets, pay dividends, repay indebtedness, merge or consolidate, change lines of business and amend the terms of subordinated debt. The agreement governing the facility also contains customary events of default. If an event of default occurs and is continuing, Nataxis may require the entire amount of the loan be immediately repaid in full.

At December 31, 2012 the outstanding principal balance was $6,546 and the aggregate net book value of the assets pledged was $14,100.

Senior secured term loan with Nordea Bank Finland PLC (Nordea Bank) of $20,200

On November 30, 2007, Hallandale Commercial Corp. (our wholly owned subsidiary in the Ocean Business and the owner of the Amadeo) as Borrower, Ultrapetrol (Bahamas) Ltd., as Guarantor, and Tuebrook Holdings Inc. (our wholly owned subsidiary in the Ocean Business and the holding company of Hallandale Commercial Corp.), as Pledgor, entered into a $20,200 loan agreement with Nordea Bank for the purpose of providing post delivery financing of the vessel.

The loan accrues interest at LIBOR plus 1.25% per annum.

For the year ended December 31, 2012, the weighted average interest rate was 1.73% and the respective interest rates ranged from 1.67% to 1.78%, including margins.

The loan is secured by a mortgage on the Amadeo vessel a first priority assignment of the earnings, insurances and requisition compensation of the vessels, or other employment contracts exceeding 12 months and is jointly and severally irrevocably and unconditionally guaranteed by Ultrapetrol (Bahamas) Ltd.  The Lender may also require additional security, if at any time the fair market value of the ship becomes less than the 130% of the aggregate value of the loan.  The loan also contains customary covenants that limit, among other things, the Borrower's and the Guarantors' ability to incur additional indebtedness, grant liens over their assets, sell assets, pay dividends, repay indebtedness, merge or consolidate, change lines of business and amend the terms of subordinated debt.  The agreement governing the facility also contains customary events of default. If an event of default occurs and is continuing, Nordea Bank may require the entire amount of the loan be immediately repaid in full.

As Guarantor, Ultrapetrol (Bahamas) Ltd. shall maintain certain financial covenants including: (i) a ratio of financial indebtedness to tangible net worth of not greater than 2.5 to 1.0 and (ii) a EBITDA to interest expense of not less than 2.0 for the last four fiscal quarters prior to the relevant date of calculation.

On December 28, 2012 the Borrower, the Guarantor, the Pledgor and Nordea Bank amended the loan agreement. In connection with this amendment the margin was increased from 1.50% to 3.00% per annum, the change of control provisions was modified to include Sparrow into the definition, the final maturity date of the loan was changed to April 15, 2013 and Nordea Bank waived the Guarantor compliance requirement with the EBITDA to interest expense ratio until the maturity date.

The aggregate outstanding principal balance of the loan was $5,644 at December 31, 2012, and the aggregate net book value of the asset pledged was $6,430.

Loan with International Finance Corporation ("IFC") and OPEC Fund for International Development (OFID)

a)   2008 Loan facility of up to $25,000

On September 15, 2008 UABL Paraguay S.A. (our subsidiary in the River Business), as Borrower, UABL (Bahamas) Limited as Guarantor and IFC entered into a loan agreement to partially finance:  (i) the replacement of existing pushboat engines and conversion of pushboats to install such engines, (ii) the enlargement and re-bottoming of existing barges, (iii) the construction and acquisition of additional pushboats and barges and (iv) supplies and related equipment for the foregoing.

The loan shall be repaid in semi-annual installments of $1,087 for the first 9 payments and $1,902 for the last 8 payments, beginning in June 2012.  The loan accrues interest at LIBOR plus a margin which will be calculated considering a percentage ranging between 1.875% to 3.250% obtained from the Guarantor Prospective Debt Service Coverage Ratio as indicated in the agreement.

For the year ended December 31, 2012, the weighted average interest rate was 4.11% and the respective interest rates ranged from 3.94% to 4.44%, including margins and interest rate collar.

The loan is secured by a mortgage on part of our Liberian River Business fleet.  The loan agreement requires that the aggregate fair market value of the Liberian mortgaged barges and pushboats dividing by the outstanding amount of the 2008 loans facility to be 1.3 during the period between the first disbursement of the loan and November 24, 2013 (one year prior to the final maturity date of the 2014 Senior Notes) and at all time thereafter 1.6.  The loan contains various restrictive covenants, among others, that limit the Borrower's ability to declare or pay any dividend, incur capital expenditures, leases, enter into any derivative transaction, except hedging arrangements for fuel.  The Borrower shall maintain certain financial covenants including: (i) a debt to equity ratio of not more than 2.0 and (ii) a historical debt service coverage ratio of not less than 1.0 for the last four fiscal quarters prior to the relevant date of calculation.

As Guarantor, UABL (Bahamas) Limited shall maintain certain financial covenants including; (i) a consolidated debt to equity ratio of no more than 1.4, (ii) a historical debt service coverage ratio on a consolidated basis of not less than 1.3 and (iii) a consolidated current ratio of at least 1.0 for the last four fiscal quarters prior to the relevant date of calculation.

At December 31, 2012 UABL (Bahamas) Limited (as Guarantor) is in compliance with these covenants except for (ii). Consequently, on March 8, 2013 the IFC waived the compliance to meet the financial covenant described in (ii) as of December 31, 2012 and March 31, 2013.  The waiver was granted conditional upon OFID's granting of a similar waiver on or before March 15, 2013, which condition was met on March 14, 2013.  The waiver was granted conditional upon IFC's granting of a similar waiver on or before March 15, 2013, which condition was met on March 8, 2013. UABL (Bahamas) Limited expects to be in compliance with financial covenant in (ii) since June 30, 2013 and thereafter.

b)   2008 Loan facility of up to $35,000

On September 15, 2008 UABL Barges (Panama) Inc., UABL Towing Services S.A., Marine Financial Investment Corp. and Eastham Barges Inc. (all our subsidiaries in the River Business), as Borrowers, UABL (Bahamas) Limited as Guarantor and IFC entered into a loan agreement to partially finance:  (i) the replacement of existing pushboat engines and conversion of pushboats to install such engines, (ii) the enlargement and re-bottoming of existing barges, (iii) the construction and acquisition of additional pushboats and barges and (iv) supplies and related equipment for the foregoing.

The loan shall be repaid in semi-annual installments of $1,522 for the first 9 payments and $2,663 for the last 8 payments, beginning in June 2012.  The loan accrues interest at LIBOR plus a margin which will be calculated considering a percentage ranging between 1.875% to 3.250% obtained from the Guarantor Prospective Debt Service Coverage Ratio as indicated in the agreement.

For the year ended December 31, 2012, the weighted average interest rate was 4.11% and the respective interest rates ranged from 3.94% to 4.44%, including margins and interest rate collar.

The loan is secured by a mortgage on part of our Liberian River Business fleet.  The loan agreement requires that the aggregate fair market value of the Liberian mortgaged barges and pushboats dividing by the outstanding amount of the 2008 loans facility to be 1.3 during the period between the first disbursement of the loan and November 24, 2013 (one year prior to the final maturity date of the 2014 Senior Notes) and at all time thereafter 1.6.  The loan contains various restrictive covenants, among others, that limit the each Borrower's ability to declare or pay any dividend, incur capital expenditures, leases, enter into any derivative transaction, except hedging arrangements for fuel.

As Guarantor, UABL (Bahamas) Limited shall maintain certain financial covenants including; (i) a consolidated debt to equity ratio of no more than 1.4, (ii) a historical debt service coverage ratio on a consolidated basis of not less than 1.3 and (iii) a consolidated current ratio of at least 1.0.

At December 31, 2012 UABL (Bahamas) Limited (as Guarantor) is in compliance with these covenants except for (ii). Consequently, on March 8, 2013 the IFC waived the compliance to meet the financial covenant described in (ii) as of December 31, 2012 and March 31, 2013.  The waiver was granted conditional upon OFID's granting of a similar waiver on or before March 15, 2013, which condition was met on March 14, 2013.  UABL (Bahamas) Limited expects to be in compliance with financial covenant in (ii) since June 30, 2013 and thereafter.

c)   2008 Parallel Loan facility of up to $15,000

On November 28, 2008 UABL Paraguay S.A. (our subsidiary in the River Business), as Borrower, UABL (Bahamas) Limited as Guarantor and OFID entered into a loan agreement of up to $15,000 to partially finance:  (i) the replacement of existing pushboat engines and the conversion of pushboats to install such engines, (ii) the enlargement and re-bottoming of existing barges, (iii) the construction and acquisition of additional pushboats and barges and (iv) supplies and related equipment for the foregoing.

The loan shall be repaid in semi-annual installments of $652 for the first 9 payments and $1,141 for the last 8 payments, beginning in June 2012.  The loan accrues interest at LIBOR plus a margin which will be calculated considering a percentage ranging between 1.875% to 3.250% obtained from the Guarantor Prospective Debt Service Coverage Ratio.

For the year ended December 31, 2012, the weighted average interest rate was 4.11% and the respective interest rates ranged from 3.94% to 4.44%, including margins and interest rate collar.

The loan is secured by a mortgage on a portion of our Liberian River Business fleet. The loan agreement requires that the aggregate fair market value of the Liberian mortgaged barges and pushboats dividing by the outstanding amount of the 2008 loans facility to be 1.3 during the period between the first disbursement of the loan and November 24, 2013 (one year prior to the final maturity date of the 2014 Senior Notes) and at all time thereafter 1.6.  The loan contains various restrictive covenants, among others, that limit the Borrower's ability to declare or pay any dividend, incur capital expenditures, leases, enter into any derivative transaction, except hedging arrangements for fuel.  The Borrower shall maintain certain financial covenants including: (i) a debt to equity ratio of not more than 2.0 and (ii) a historical debt service coverage ratio of not less than 1.0.

As Guarantor, UABL (Bahamas) Limited shall maintain certain financial covenants including; (i) a consolidated debt to equity ratio of no more than 1.4, (ii) a historical debt service coverage ratio on a consolidated basis of not less than 1.3 and (iii) a consolidated current ratio of at least 1.0.

At December 31, 2012 UABL (Bahamas) Limited (as Guarantor) is in compliance with these covenants except for (ii). Consequently, on March 14, 2013 the OFID waived the compliance to meet the financial covenant described in (ii) as of December 31, 2012 and March 31, 2013.  UABL (Bahamas) Limited expects to be in compliance with financial covenant in (ii) since June 30, 2013 and thereafter.

d)   2011 Loan facility of up to $15,000

On December 2, 2011 UABL Paraguay S.A. and Riverpar S.A. (our subsidiaries in the River Business), as joint and several Borrowers, UABL (Bahamas) Limited as Guarantor and IFC entered into a loan agreement to partially finance: (i) the construction and acquisition of 64 additional barges, (ii) the modification to 9 existing pushboats necessary to replace their engines, (iii) the re-bottoming of 50 existing barges, and (iv) the construction and acquisition of additional pushboats and ancillary equipment.

The loan shall be repaid in semi-annual installments of $882 beginning on June 15, 2013 and ending on June 15, 2021. The loan accrues interest at LIBOR plus a margin of 3.65% per annum.

For the year ended December 31, 2012, the weighted average interest rate was 4.32%, and the respective interest rates ranges from 4.16% to 4.42% including margins.

The loan is secured by a mortgage principally on part of our Paraguayan and Liberian River Business fleet.  The loan agreement requires that the aggregate fair market value of the Paraguayan and others mortgaged barges and pushboats dividing by the outstanding amount of the 2011 loans facility to be at any time prior to the refinancing of the 2014 Senior Notes not less than 3.0 and at any time thereafter, not less than 1.6. Further, the loan agreement requires that the aggregate fair market value of the Liberian mortgaged barges and pushboats dividing by the outstanding amount of the 2011 loans facility to be at all times equal to or higher than 3.0.

The loan contains various restrictive covenants, among others, that limit the Borrowers' ability to incur additional indebtedness, grant liens over their assets, sell assets, pay dividends, repay indebtedness, incur capital expenditures, leases and enter into any derivative transaction, except hedging agreements for fuel, interest rate or foreign currency in the ordinary course of business. The Borrowers shall maintain certain financial covenants including: (i) a debt to equity ratio on a consolidated basis of not more than 2.0 and (ii) a historical debt service coverage ratio on a consolidated basis of not less than 1.2 for the last four fiscal quarters prior to the relevant date of calculation.

At December 31, 2012 UABL (Bahamas) Limited (as Guarantor) is in compliance with these covenants except for (ii).  Consequently, on March 8, 2013 the IFC waived the compliance to meet the financial convenant described in (ii) as of December 31, 2012 and March 31, 2013.  The waiver was granted conditional upon OFID's granting of a similar waiver on or before March 15, 2013, which condition was met on March 14, 2013.  UABL (Bahamas) Limited expects to be in compliance with financial covenant in (ii) since June 30, 2013 and thereafter.

e)   2011 Parallel Loan facility of up to $10,000

On December 15, 2011 UABL Paraguay S.A. and Riverpar S.A. (our subsidiaries in the River Business), as joint and several Borrowers, UABL (Bahamas) Limited as Guarantor and OFID entered into a parallel loan agreements to partially finance: (i) the construction and acquisition of 64 additional barges, (ii) the modification to 9 existing pushboats necessary to replace their engines, (iii) the re-bottoming of 50 existing barges, and (iv) the construction and acquisition of additional pushboats and ancillary equipment.

The loan shall be repaid in semi-annual installments of $588 beginning on June 15, 2013 and ending on June 15, 2021. The loan accrues interest at LIBOR plus a margin of 3.65% per annum.

The loan is secured through a collateral sharing agreement with the IFC. The loan agreement requires that the aggregate fair market value of the Paraguayan and others mortgaged barges and pushboats dividing by the outstanding amount of the 2011 loans facility to be at any time prior to the refinancing of the 2014 Senior Notes not less than 3.0 and at any time thereafter, not less than 1.6. Further, the loan agreement requires that the aggregate fair market value of the Liberian mortgaged barges and pushboats dividing by the outstanding amount of the 2011 loans facility to be at all times equal to or higher than 3.0.

For the year ended December 31, 2012, the weighted average interest rate was 4.32% and the respective interest rates ranged from 4.16% to 4.42%, including margins.

The loan contains various restrictive covenants, among others, that limit the Borrowers' ability to incur additional indebtedness, grant liens over their assets, sell assets, pay dividends, repay indebtedness, incur capital expenditures, leases and enter into any derivative transaction, except hedging agreements for fuel, interest rate or foreign currency in the ordinary course of business. The Borrowers shall maintain certain financial covenants including: (i) a debt to equity ratio on a consolidated basis of not more than 2.0 and (ii) a historical debt service coverage ratio on a consolidated basis of not less than 1.2 for the last four fiscal quarters prior to the relevant date of calculation.

The agreements governing the facilities also contain customary events of default. If an event of default occurs and is continuing, IFC and OFID may require the entire amount of the loan be immediately repaid in full.

At December 31, 2012 UABL (Bahamas) Limited (as Guarantor) is in compliance with these covenants except for (ii). Consequently, on March 14, 2013 the OFID waived the compliance to meet the financial covenant described in (ii) as of December 31, 2012 and March 31, 2013. The waiver was granted conditional upon IFC's granting of a similar waiver on or before March 15, 2013, which condition was met on March 8, 2013. UABL (Bahamas) Limited expects to be in compliance with financial covenant in (ii) since June 30, 2013 and thereafter.

On January 26, 2012 the Company drew down $10,000 under the 2011 Parallel Loan facility.

At December 31, 2012, the aggregate outstanding principal balance under 2008 and 2011 loan agreements with OFID and IFC was $93,478 and the aggregate net book value of the assets pledged was $113,000.

XML

SIGNIFICANT ACCOUNTING POLICIES - 10Q (1) (Details) (USD $) In Thousands, except Share data, unless otherwise specified	6 Months Ended		12 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Outstanding equity awards (in shares)	348,750	14,079,750	13,839,000	14,105,000	13,920,000
Net loss attributable to parent [Abstract]
Net income (loss) attributable to Ultrapetrol (Bahamas) Limited	$ 7,632	$ (19,217)	$ (63,657)	$ (18,805)	$ (5,371)
Basic weighted average number of shares (in shares)	140,092,934	29,568,622
Effect on dilutive shares-- Options and restricted stock	182,858	0
Diluted weighted average number of shares (in shares)	140,275,792	29,568,622
Basic and diluted income (loss) per share attributable to Ultrapetrol (Bahamas) Limited (in dollars per share)	$ 0.05	$ (0.65)	$ (1.80)	$ (0.64)	$ (0.18)
Stock Options [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Outstanding equity awards (in shares)	348,750	348,750	459,000	349,000	349,000
Restricted Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Outstanding equity awards (in shares)	0	680,000	329,000	705,000	520,000
Convertible Debt [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Outstanding equity awards (in shares)	0	13,051,000	13,051,000	13,051,000	13,051,000

XML

SUPPLEMENTAL GUARANTOR INFORMATION FOR THE NEW NOTES (Details) (USD $)	Jun. 30, 2013 First Preferred Ship Mortgage Notes due 2021 [Member]	May 28, 2013 First Preferred Ship Mortgage Notes due 2021 [Member]	Dec. 31, 2012 Ultrapetrol (Bahamas) Ltd., Private Investors, 2014 [Member]
Debt Instrument [Line Items]
Face amount of debt instrument	$ 200,000	$ 200,000	$ 180,000
Interest Rate (in hundredths)	8.875%		9.00%

XML

RELATED PARTY TRANSACTIONS

12 Months Ended

Dec. 31, 2012

RELATED PARTY TRANSACTIONS [Abstract]

RELATED PARTY TRANSACTIONS

10.   RELATED PARTY TRANSACTIONS

At December 31, 2012 and 2011, the balances of current receivables from related parties were $10 and $57, and balances of current payable to related parties were $3,761 and $1,158, respectively.

At December 31, 2012 and 2011 the balances of noncurrent receivables from related parties were as follows:

	At December 31,
	2012		2011
OTS S.A. (1)		3,852		2,195
Puertos del Sur S.A. (2)		-		4,283
Total	$	3,852	$	6,478

(1)   Corresponds to temporary working capital advances. The advances have no maturity date and do no accrue interest.

(2)  Since the date of our acquisition of control of Puertos de Sur S.A., our consolidated financial statements included the balances of this company.

Voyage expenses paid to related parties

For the three years ended December 31, 2012, the voyage expenses paid to related parties were as follows:

	For the years ended December 31,
	2012		2011		2010
Commercial commissions (1)	$	1,064	$	1,147	$	1,101
Agency fees (2)		1,689		3,475		441
Total	$	2,753	$	4,622	$	1,542

(1)   Commercial commissions

Pursuant to a commercial agreement signed between UP Offshore (Bahamas) Ltd. (our subsidiary in the Offshore Supply Business) and Firmapar Corp. (formerly Comintra), a minority shareholder of this, the parties agreed that Firmapar Corp. charges a 2% of the gross time charters revenues from Brazilian charters collected by UP Offshore (Bahamas) Ltd. on a consolidated basis beginning on June 25, 2003 and ending on June 25, 2013.

(2)   Agency fees

Pursuant to a commercial and an agency agreement with Ultrapetrol S.A., UABL S.A. and Ravenscroft, Shipping Services Argentina S.A. (formerly I. Shipping Service S.A.) and Navalia S.A. companies of the same control group as Inversiones Los Avellanos S.A., have agreed to perform the duties of port agent for us in Argentina.

Operations in OTS S.A.'s terminal

UABL Paraguay, our subsidiary in the River Business, operates the terminal that pertains to OTS S.A., a 50% owned company.

For the three years in the period ended December 31, 2012, UABL Paraguay S.A. paid to OTS S.A. $495, $1,057 and $991, respectively, for this operation.

Ultrapetrol bridge loan facility

As provided in the investment agreement entered into with Sparrow described in note 1 the Company has a $40,000 secured credit facility that matures one year after the drawdown date. Advances under the facility are available for general corporate purposes. Interest on advances is charged at a rate per annum of 9.00%. The credit facility contains various restrictive covenants including restriction to pay dividends, as well as other customary covenants, representations and warranties, funding conditions and events of default, including a cross-default clause. As of December 31, 2012 no drawdown under the credit facility was made.

XML

SIGNIFICANT ACCOUNTING POLICIES - 10Q (Details) (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jun. 30, 2013	Dec. 31, 2012	Dec. 31, 2012 Puertos del Sur S.A. [Member]	Dec. 31, 2011 Puertos del Sur S.A. [Member]	Dec. 31, 2010 Puertos del Sur S.A. [Member]	Dec. 31, 2012 Obras Terminales y Servicios S.A. [Member]	Aug. 16, 2009 Obras Terminales y Servicios S.A. [Member]	Dec. 31, 2012 Maritima Sipsa S.A. [Member]
Schedule of Equity Method Investments [Line Items]
Equity method ownership percentage (in hundredths)	50.00%	50.00%	50.00%	50.00%	50.00%	50.00%	50.00%	49.00%
Foreign currency exchange gains	$ 15,200

XML

SHARE CAPITAL (Details) (USD $) In Thousands, except Share data, unless otherwise specified	6 Months Ended	12 Months Ended		12 Months Ended				6 Months Ended	12 Months Ended	6 Months Ended	12 Months Ended	6 Months Ended	12 Months Ended		6 Months Ended	12 Months Ended	6 Months Ended	12 Months Ended	6 Months Ended	12 Months Ended
	Jun. 30, 2013 Director	Dec. 31, 2012 Director	Dec. 31, 2011	Dec. 31, 2012 2008 Share Repurchase Program [Member]	Dec. 31, 2008 2008 Share Repurchase Program [Member]	Dec. 31, 2011 Minimum [Member]	Jul. 02, 2012 Maximum [Member]	Jun. 30, 2013 Original Shareholders [Member]	Dec. 31, 2012 Original Shareholders [Member]	Jun. 30, 2013 Original Shareholders [Member] One Vote [Member] Vote	Dec. 31, 2012 Original Shareholders [Member] One Vote [Member] Vote	Jun. 30, 2013 Original Shareholders [Member] Seven Votes [Member] Vote	Dec. 31, 2012 Original Shareholders [Member] Seven Votes [Member] Vote	Dec. 31, 2012 Inversiones Los Avellanos S.A. [Member]	Jun. 30, 2013 Sparrow Company [Member]	Dec. 31, 2012 Sparrow Company [Member]	Jun. 30, 2013 Sparrow CI Sub Ltd [Member]	Dec. 31, 2012 Sparrow CI Sub Ltd [Member]	Jun. 30, 2013 Hazels (Bahamas) Investments Inc. [Member]	Dec. 31, 2012 Hazels (Bahamas) Investments Inc. [Member]
Shareholders [Line Items]
Common stock, shares authorized (in shares)	250,000,000	250,000,000	250,000,000			100,000,000	250,000,000
Number of votes per share										1	1	7	7
Stock issued (in shares)								7,864,085	7,864,085	150,719	150,719	7,716,366	7,713,366	4,735,517	93,940,000	93,940,000	16,060,000	16,060,000	3,128,568	3,128,568
Shares outstanding (in shares)	140,419,487	140,419,487	30,011,628											7,713,366
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01	$ 0.01
Ownership percentage by noncontrolling owners (in hundredths)	87.90%	87.90%												3.40%	66.90%	66.90%	11.40%	11.40%	2.20%	2.20%
Period considered for moving average price of common stock	180 days	180 days
Number of directors required for approval	6	6
Equity, Class of Treasury Stock [Line Items]
Shares authorized amount					$ 50,000
Common shares repurchased (in shares)				3,923,094
Cost of common shares repurchased				$ 19,488

XML

DRY DOCK (Tables)

12 Months Ended

Dec. 31, 2012

DRY DOCK [Abstract]

Capitalized Dry Dock

The capitalized amounts in dry dock at December 31, 2012 and 2011 were as follows:

	At December 31,
	2012			2011
Original book value	$	23,699		$	19,786
Accumulated amortization		(19,461	)		(14,698	)
Net book value	$	4,238		$	5,088

XML

FINANCIAL INSTRUMENTS - 10Q (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2013

Dec. 31, 2012

FAIR VALUE INSTRUMENTS [Abstract]

Liabilities Measured on Recurring Basis

The Company's liabilities as of June 30, 2013 that are measured at fair value on a recurring basis are summarized below:

	Level 1		Level 2		Level 3
Current liabilities:
-Interest rate collar (included in other liabilities)		-		718		-
-Interest rate swaps (included in other liabilities)		-		349		-
Noncurrent liabilities:
-Interest rate collar (included in other liabilities)		-		764		-
-Interest rate swaps (included in other liabilities)		-		320		-

The Company's liabilities as of December 31, 2012 that are measured at fair value on a recurring basis are summarized below:

	Level 1		Level 2		Level 3
Current liabilities: -Interest rate collar (included in other liabilities)		-		722		-
-Interest rate swaps (included in other liabilities)		-		348		-
Noncurrent liabilities: -Interest rate collar (included in other liabilities)		-		1,235		-
-Interest rate swaps (included in other liabilities)		-		791		-

Fair Value of Other Financial Assets and Liabilities

The estimated fair value of the Company's other financial assets and liabilities as of June 30, 2013 were as follows:

	Carrying amount (unaudited)		Estimated fair value (unaudited)
ASSETS
Cash and cash equivalents	$	131,315	$	131,315
Restricted cash to redeem 2014 Senior Notes		182,115		182,115
Restricted cash (current and noncurrent portion)		10,369		10,369
LIABILITIES
2014 Senior Notes and accrued interest	$	181,620	$	181,620
Long term financial debt (current and non-current portion – Note 5) (1)		441,645		441,645

(1) The fair value of long term financial debt is measured using Level 2 fair value inputs.

The estimated fair value of the Company's other financial assets and liabilities were as follows:

	At December 31,
	2012				2011
	Carrying amount		Estimated fair value		Carrying amount		Estimated fair value
ASSETS
Cash and cash equivalents	$	222,215	$	222,215	$	34,096	$	34,096
Restricted cash (current and noncurrent portion)		7,432		7,432		8,302		8,302
LIABILITIES
Long term financial debt (current and non-current portion – Note 5) (1)	$	517,552	$	517,595	$	512,993	$	468,393

(₁)    The fair value of long term financial debt is measured using Level 2 fair value inputs.

XML

SIGNIFICANT ACCOUNTING POLICIES - 10Q (Policies)

6 Months Ended

12 Months Ended

Jun. 30, 2013

Dec. 31, 2012

SIGNIFICANT ACCOUNTING POLICIES [Abstract]

Basis of presentation and principles of consolidation

a) Basis of presentation and principles of consolidation

The unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("US GAAP") for interim financial information. The consolidated balance sheet at December 31, 2012, has been derived from the audited financial statement at that date. The unaudited condensed consolidated financial statements do not include all of the information and footnotes required by US GAAP for complete financial statements. All adjustments which, in the opinion of the management of the Company, are considered necessary for a fair presentation of the results of operations for the periods shown are of a normal, recurring nature and have been reflected in the unaudited condensed consolidated financial statements. The results of operations for the periods presented are not necessarily indicative of the results expected for the full fiscal year or for any future period.

These unaudited condensed consolidated financial statements should be read in conjunction with the financial statements and related notes thereto included in the Company's Annual Report on Form 20-F for the year ended December 31, 2012.

The unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiaries, both majority and wholly owned. Significant intercompany accounts and transactions have been eliminated in this consolidation. Investments in 50% or less owned affiliates, in which the Company exercises significant influence, are accounted for by the equity method.

The Company uses the U.S. dollar as its functional currency. Receivables and payables denominated in foreign currencies are translated into U.S. dollars at the rate of exchange at the balance sheet date, while revenues and expenses are translated using the average exchange rate for each month. Certain subsidiaries enter into transactions denominated in currencies other than their functional currency. Changes in currency exchange rates between the functional currency and the currency in which a transaction is denominated are included in the unaudited condensed consolidated statement of operations in the period in which the currency exchange rate changes.

During the six-month period ended June 30, 2013, the Company performed through its subsidiaries several transactions at different exchanges rates between local currencies and U.S. dollars. Pursuant to ASC 830, these transactions when measured at the particular applicable exchange rate at which they were settled result in foreign currency exchange gains amounting to $15,200 in the unaudited condensed consolidated statement of operations for the six-month period ended June 30, 2013.

Income (Loss) per share attributable to Ultrapetrol (Bahamas) Limited

b) Income (Loss) per share attributable to Ultrapetrol (Bahamas) Limited

Basic income (loss) per share attributable to Ultrapetrol (Bahamas) Limited is computed by dividing the net income (loss) by the weighted average number of common shares outstanding during the relevant periods net of shares held in treasury. Diluted income (loss) per share attributable to Ultrapetrol (Bahamas) Limited reflects the potential dilution that could occur if securities or other contracts to issue common shares result in the issuance of such shares. In determining dilutive shares for this purpose the Company assumes, through the application of the treasury stock and if-converted methods, all restricted stock grants have vested, all common shares have been issued pursuant to the exercise of all outstanding stock options and all common shares have been issued pursuant to the conversion of all outstanding convertible notes.

For the six-month period ended June 30, 2012, the Company had a net loss and therefore the effect of potentially dilutive securities was antidilutive.

The following outstanding equity awards are not included in the diluted net income (loss) per share attributable to Ultrapetrol (Bahamas) Limited calculation because they would have had an antidilutive effect:

	For the six month periods ended June 30, (unaudited)
	2013		2012
Stock options		348,750		348,750
Restricted stock		-		680,000
Convertible debt		-		13,051,000
Total		348,750		14,079,750

The following table sets forth the computation of basic and diluted net income (loss) per share attributable to Ultrapetrol (Bahamas) Limited:

	For the six month periods ended June 30, (unaudited)
	2013		2012
Net income (loss) attributable to Ultrapetrol (Bahamas) Limited	$	7,632	$	(19,217	)
Basic weighted average number of shares		140,092,934		29,568,622
Effect on dilutive shares-- Options and restricted stock		182,858		-
Diluted weighted average number of shares		140,275,792		29,568,622
Basic and diluted income (loss) per share attributable to Ultrapetrol (Bahamas) Limited	$	0.05	$	(0.65	)

u)   Loss per share

Basic loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding during the relevant periods net of shares held in treasury.  Diluted loss per share reflects the potential dilution that could occur if securities or other contracts to issue common shares result in the issuance of such shares.  In determining dilutive shares for this purpose the Company assumes, through the application of the treasury stock and if-converted methods, all restricted stock grants have vested, all common shares have been issued pursuant to the exercise of all outstanding stock options and all common shares have been issued pursuant to the conversion of all outstanding convertible notes.

For the three years in the period ended December 31, 2012, the Company had a net loss from continuing operations and therefore the effect of potentially dilutive securities was antidilutive.

The following outstanding equity awards are not included in the diluted net loss per share calculation because they would have had an antidilutive effect:

	For the years ended December 31,
	2012		2011		2010
Stock options		459,000		349,000		349,000
Restricted stock		329,000		705,000		520,000
Convertible debt		13,051,000		13,051,000		13,051,000
Total		13,839,000		14,105,000		13,920,000

The following table sets forth the computation of basic and diluted loss per share attributable to Ultrapetrol (Bahamas) Limited.

	For the years ended December 31,
	2012			2011			2010
Loss from continuing operations	$	(63,657	)	$	(18,805	)	$	(4,856	)
Loss from discontinued operations		-			-			(515	)
Net loss	$	(63,657	)	$	(18,805	)	$	(5,371	)

	For the years ended December 31,
	2012			2011			2010
Basic and diluted weighted average number of shares		35,382,913			29,547,365			29,525,025
Basic and diluted loss per share:
From continuing operations	$	(1.80	)	$	(0.64	)	$	(0.16	)
From discontinued operations		-			-			(0.02	)
	$	(1.80	)	$	(0.64	)	$	(0.18	)

Comprehensive income (loss)

c) Comprehensive income (loss)

The components of accumulated other comprehensive income (loss) in the condensed consolidated balance sheets were as follows:

	At June 30, 2013 (unaudited)			At December 31, 2012
Unrealized net losses on interest rate collar	$	(1,482	)	$	(1,958	)
Unrealized net losses on interest rate swap		(190	)		(803	)
Unrealized net gains on EURO hedge		132			137
Accumulated other comprehensive income (loss)		(1,540	)		(2,624	)
Amounts attributable to noncontrolling interest		(12	)		(46	)
Amounts attributable to Ultrapetrol (Bahamas) Limited	$	(1,528	)	$	(2,578	)

s)   Comprehensive loss

The components of accumulated other comprehensive loss in the consolidated balance sheets were as follows:

	At December 31,
	2012			2011
Unrealized net losses on interest rate collar	$	(1,958	)	$	(1,727	)
Unrealized net losses on interest rate swaps		(803	)		(482	)
Unrealized net gains on EURO hedge		137			145
Accumulated other comprehensive loss		(2,624	)		(2,064	)
Amounts attributable to noncontrolling interest		(46	)		(27	)
Amounts attributable to Ultrapetrol (Bahamas) Limited	$	(2,578	)	$	(2,037	)

At December 31, 2012, the Company expects that it will reclassify $996 of net losses on interest rate collar and interest rate swaps from accumulated other comprehensive loss to earnings during the next twelve months related to the payments of interest of our variable interest rate debt that will affect earnings for 2013.

XML

CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) In Thousands, except Share data, unless otherwise specified	Jun. 30, 2013	Dec. 31, 2012	Dec. 31, 2011
CURRENT ASSETS
Accounts receivable, allowance for doubtful accounts	$ 2,321	$ 1,916	$ 841
EQUITY
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	250,000,000	250,000,000	250,000,000
Common stock, shares outstanding (in shares)	140,419,487	140,419,487	30,011,628
Treasury stock, shares (in shares)	3,923,094	3,923,094	3,923,094

XML

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (UNAUDITED) (USD $) In Thousands, except Share data, unless otherwise specified	Common stock [Member]	Additional paid-in capital [Member]	Treasury stock [Member]	Accumulated deficit [Member]	Accumulated other comprehensive income (loss) [Member]	Noncontrolling interest [Member]	Total
Balance at Dec. 31, 2009	$ 338	$ 269,958	$ (19,488)	$ 17,357	$ 15,538	$ 4,880	$ 288,583
Balance (in shares) at Dec. 31, 2009	29,943,653
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Compensation related to restricted stock granted	0	1,266	0	0	0	0	1,266
Compensation related to restricted stock granted (in shares)	0
Net income (loss)	0	0	0	(5,371)	0	451	(4,920)
Other comprehensive income (loss)	0	0	0	0	(16,135)	0	(16,135)
Balance at Dec. 31, 2010	338	271,224	(19,488)	11,986	(597)	5,331	268,794
Balance (in shares) at Dec. 31, 2010	29,943,653
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Compensation related to restricted stock granted	1	1,078	0	0	0	0	1,079
Compensation related to restricted stock granted (in shares)	67,975
Net income (loss)	0	0	0	(18,805)	0	570	(18,235)
Other comprehensive income (loss)	0	0	0	0	(1,440)	(27)	(1,467)
Balance at Dec. 31, 2011	339	272,302	(19,488)	(6,819)	(2,037)	5,874	250,171
Balance (in shares) at Dec. 31, 2011	30,011,628						30,011,628
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Compensation related to restricted stock granted	0	580	0	0	0	0	580
Net income (loss)	0	0	0	(19,217)	0	445	(18,772)
Other comprehensive income (loss)	0	0	0	0	(201)	(5)	(206)
Balance at Jun. 30, 2012	339	272,882	(19,488)	(26,036)	(2,238)	6,314	231,773
Balance (in shares) at Jun. 30, 2012	30,011,628
Balance at Dec. 31, 2011	339	272,302	(19,488)	(6,819)	(2,037)	5,874	250,171
Balance (in shares) at Dec. 31, 2011	30,011,628						30,011,628
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Compensation related to restricted stock granted	4	526	0	0	0	0	530
Compensation related to restricted stock granted (in shares)	407,859
Net income (loss)	0	0	0	(63,657)	0	893	(62,764)
Other comprehensive income (loss)	0	0	0	0	(541)	(19)	(560)
Balance at Dec. 31, 2012	1,443	490,850	(19,488)	(70,476)	(2,578)	6,748	406,499
Balance (in shares) at Dec. 31, 2012	140,419,487						140,419,487
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Compensation related to restricted stock granted	0	131	0	0	0	0	131
Compensation related to restricted stock granted (in shares)	0
Net income (loss)	0	0	0	7,632	0	553	8,185
Other comprehensive income (loss)	0	0	0	0	1,050	34	1,084
Balance at Jun. 30, 2013	$ 1,443	$ 490,981	$ (19,488)	$ (62,844)	$ (1,528)	$ 7,335	$ 415,899
Balance (in shares) at Jun. 30, 2013	140,419,487						140,419,487

XML

CONSOLIDATED STATEMENTS OF OPERATIONS (Parenthetical) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
CONSOLIDATED STATEMENTS OF OPERATIONS [Abstract]
Operating expenses from related parties	$ 2,753	$ 4,622	$ 1,542

XML

FAIR VALUE MEASUREMENT (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2013

Dec. 31, 2012

FAIR VALUE INSTRUMENTS [Abstract]

Liabilities Measured on Recurring Basis

The Company's liabilities as of June 30, 2013 that are measured at fair value on a recurring basis are summarized below:

	Level 1		Level 2		Level 3
Current liabilities:
-Interest rate collar (included in other liabilities)		-		718		-
-Interest rate swaps (included in other liabilities)		-		349		-
Noncurrent liabilities:
-Interest rate collar (included in other liabilities)		-		764		-
-Interest rate swaps (included in other liabilities)		-		320		-

The Company's liabilities as of December 31, 2012 that are measured at fair value on a recurring basis are summarized below:

	Level 1		Level 2		Level 3
Current liabilities: -Interest rate collar (included in other liabilities)		-		722		-
-Interest rate swaps (included in other liabilities)		-		348		-
Noncurrent liabilities: -Interest rate collar (included in other liabilities)		-		1,235		-
-Interest rate swaps (included in other liabilities)		-		791		-

Fair Value Measured on Non-Recurring Basis

The Company's assets as of December 31, 2012 that are measured at fair value on a non-recurring basis are summarized below:

	Level 1		Level 2		Level 3
Vessels and equipment held and used	$	-	$	-	$	7,380

Fair Value of Other Financial Assets and Liabilities

The estimated fair value of the Company's other financial assets and liabilities as of June 30, 2013 were as follows:

	Carrying amount (unaudited)		Estimated fair value (unaudited)
ASSETS
Cash and cash equivalents	$	131,315	$	131,315
Restricted cash to redeem 2014 Senior Notes		182,115		182,115
Restricted cash (current and noncurrent portion)		10,369		10,369
LIABILITIES
2014 Senior Notes and accrued interest	$	181,620	$	181,620
Long term financial debt (current and non-current portion – Note 5) (1)		441,645		441,645

(1) The fair value of long term financial debt is measured using Level 2 fair value inputs.

The estimated fair value of the Company's other financial assets and liabilities were as follows:

	At December 31,
	2012				2011
	Carrying amount		Estimated fair value		Carrying amount		Estimated fair value
ASSETS
Cash and cash equivalents	$	222,215	$	222,215	$	34,096	$	34,096
Restricted cash (current and noncurrent portion)		7,432		7,432		8,302		8,302
LIABILITIES
Long term financial debt (current and non-current portion – Note 5) (1)	$	517,552	$	517,595	$	512,993	$	468,393

(₁)    The fair value of long term financial debt is measured using Level 2 fair value inputs.

XML

CONSOLIDATED BALANCE SHEETS (USD $) In Thousands, unless otherwise specified	Jun. 30, 2013		Dec. 31, 2012	Jun. 30, 2012	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
CURRENT ASSETS
Cash and cash equivalents	$ 131,315		$ 222,215	$ 18,127	$ 34,096	$ 105,570	$ 53,201
Restricted cash	8,903		5,968		6,819
Accounts receivable, net of allowance for doubtful accounts of $1,916 and $841 in 2012 and 2011, respectively	46,954		36,487		30,993
Operating supplies and inventories	18,039		13,638		4,520
Prepaid expenses	6,807		5,973		3,212
Other receivables	26,575		22,532		26,392
Other current assets	0		177		101
Total current assets	420,708		306,990		106,133
NONCURRENT ASSETS
Other receivables	23,026		22,758		15,370
Restricted cash	1,466		1,464		1,483
Vessels and equipment, net	641,109		647,519		671,445
Dry dock	6,056		4,238		5,088
Investments in and receivables from affiliates	4,305		4,282		6,851	6,824
Intangible assets	713		801		976
Goodwill	5,015		5,015		5,015
Other assets	14,847		10,214		12,573
Deferred income tax assets	4,960		7,037		5,353
Total noncurrent assets	701,497		703,328		724,154
Total assets	1,122,205		1,010,318		830,287
CURRENT LIABILITIES
Accounts payable	31,826		32,450		32,824
Customer advances	16,473		15,175		19
Payable to related parties	1,918		3,761		1,158
Accrued interest	1,703		4,858		4,769
Current portion of long-term financial debt	28,704	[1]	49,031		21,504
2017 Senior Convertible Notes	0		80,000		0
Other current liabilities	14,036		13,470		13,614
Total current liabilities	276,280		198,745		73,888
NONCURRENT LIABILITIES
Long-term financial debt	412,941		388,521		491,489
Deferred income tax liabilities	12,217		12,441		12,951
Other liabilities	1,084		2,026		1,788
Deferred gain	3,784		2,086		0
Total noncurrent liabilities	430,026		405,074		506,228
Total liabilities	706,306		603,819		580,116
EQUITY
Common stock, $0.01 par value: 250,000,000 authorized shares; 140,419,487 and 30,011,628 shares outstanding in 2012 and 2011, respectively	1,443		1,443		339
Additional paid-in capital	490,981		490,850		272,302
Treasury stock: 3,923,094 shares at cost	(19,488)		(19,488)		(19,488)
Retained earnings (deficit)	(62,844)		(70,476)		(6,819)
Accumulated other comprehensive loss	(1,528)		(2,578)		(2,037)
Total Ultrapetrol (Bahamas) Limited stockholders' equity	408,564		399,751		244,297
Noncontrolling interest	7,335		6,748		5,874
Total equity	415,899		406,499	231,773	250,171	268,794	288,583
Total liabilities and equity	$ 1,122,205		$ 1,010,318		$ 830,287

[1] Excludes the 2014 Senior Notes which were disclosed as current liabilities in the unaudited condensed consolidated balance sheet under the caption "2014 Senior Notes and accrued interest". See Note 3.a).

XML

DERIVATIVE INSTRUMENTS AND HEDGING STRATEGIES - 10Q (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2013

Dec. 31, 2012

DERIVATIVE INSTRUMENTS AND HEDGING STRATEGIES [Abstract]

Derivative Instruments

Liabilities arising from outstanding derivative positions are included in the accompanying unaudited condensed consolidated balance sheets as other liabilities, as follows:

	At June 30, 2013 (unaudited)
	Current other liabilities		Noncurrent other liabilities
Derivatives designated as hedging instruments
Interest rate collar (cash flow hedge)	$	718	$	764
Interest rate swaps (cash flow hedge)		349		320
	$	1,067	$	1,084

	At December 31, 2012
	Current other liabilities		Noncurrent other liabilities
Derivatives designated as hedging instruments
Interest rate collar (cash flow hedge)	$	722	$	1,235
Interest rate swaps (cash flow hedge)		348		791
	$	1,070	$	2,026

Liabilities arising from outstanding derivative positions are included in the accompanying consolidated balance sheets as other liabilities, as follows:

	At December 31, 2012
	Current other liabilities		Noncurrent other liabilities
Derivatives designated as hedging instruments
Interest rate collar (cash flow hedge)	$	722	$	1,235
Interest rate swaps (cash flow hedge)		348		791
	$	1,070	$	2,026

	At December 31, 2011
	Current other liabilities		Noncurrent other liabilities
Derivatives designated as hedging instruments
Interest rate collar (cash flow hedge)	$	582	$	1,145
Interest rate swaps (cash flow hedge)		251		643
	$	833	$	1,788

XML

INCOME TAXES - 10Q (Details)	6 Months Ended		12 Months Ended		6 Months Ended	12 Months Ended	6 Months Ended	12 Months Ended	6 Months Ended	12 Months Ended	6 Months Ended	12 Months Ended
	Jun. 30, 2013 BRAZIL [Member] USD ($)	Jun. 30, 2013 BRAZIL [Member] BRL	Dec. 31, 2012 BRAZIL [Member] USD ($)	Dec. 31, 2012 BRAZIL [Member] BRL	Jun. 30, 2013 UNITED STATES [Member]	Dec. 31, 2012 UNITED STATES [Member]	Jun. 30, 2013 Tax on Minimum Presumed Income (TOMPI) [Member] ARGENTINA [Member]	Dec. 31, 2012 Tax on Minimum Presumed Income (TOMPI) [Member] ARGENTINA [Member]	Jun. 30, 2013 Surtax [Member] BRAZIL [Member]	Dec. 31, 2012 Surtax [Member] BRAZIL [Member]	Jun. 30, 2013 Social Contribution [Member] BRAZIL [Member]	Dec. 31, 2012 Social Contribution [Member] BRAZIL [Member]
Taxes [Line Items]
Income tax rate (in hundredths)	15.00%	15.00%	15.00%	15.00%	4.00%	4.00%	1.00%	1.00%	10.00%	10.00%	9.00%	9.00%
Period tax may be imposed							10 years	10 years
Threshold amount for additional taxes	$ 108,000	240,000	$ 117,000	240,000
Percentage of gross shipping income subject to income tax (in hundredths)					50.00%	50.00%

XML

LONG-TERM DEBT (Details) (USD $)	0 Months Ended	6 Months Ended			12 Months Ended			0 Months Ended	12 Months Ended	6 Months Ended		6 Months Ended										12 Months Ended		3 Months Ended	0 Months Ended	6 Months Ended	12 Months Ended						0 Months Ended					12 Months Ended			12 Months Ended				12 Months Ended						12 Months Ended					12 Months Ended					12 Months Ended											12 Months Ended		12 Months Ended																										12 Months Ended			0 Months Ended				12 Months Ended				6 Months Ended	12 Months Ended				0 Months Ended				1 Months Ended	6 Months Ended	12 Months Ended			6 Months Ended		6 Months Ended			1 Months Ended	12 Months Ended							0 Months Ended	6 Months Ended	12 Months Ended
	Dec. 23, 2010	Jun. 30, 2013 Vessel		Jun. 30, 2012	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010	May 31, 2013 Revolving Credit Facility [Member]	Dec. 31, 2012 PSVs [Member] Subsequent Event [Member] Vessel	Jun. 30, 2013 Ultrapetrol (Bahamas) Ltd., Private Investors, June 2021 [Member]	Dec. 31, 2012 Ultrapetrol (Bahamas) Ltd., Private Investors, June 2021 [Member]	Jun. 30, 2013 Ultrapetrol (Bahamas) Ltd., Private Investors, June 2021 [Member] Pushboats [Member] Vessel	Jun. 30, 2013 Ultrapetrol (Bahamas) Ltd., Private Investors, June 2021 [Member] Oceangoing Barges [Member] Vessel	Jun. 30, 2013 Ultrapetrol (Bahamas) Ltd., Private Investors, June 2021 [Member] River Barges [Member] Vessel	Jun. 30, 2013 Ultrapetrol (Bahamas) Ltd., Private Investors, Tranche 1 [Member]	Dec. 31, 2012 Ultrapetrol (Bahamas) Ltd., Private Investors, Tranche 1 [Member]	Jun. 30, 2013 Ultrapetrol (Bahamas) Ltd., Private Investors, Tranche 2 [Member]		Dec. 31, 2012 Ultrapetrol (Bahamas) Ltd., Private Investors, Tranche 2 [Member]		Dec. 31, 2012 Ultrapetrol (Bahamas) Ltd., Private Investors, 2014 [Member]	Dec. 31, 2012 Ultrapetrol (Bahamas) Ltd., Private Investors, 2017 [Member]	Dec. 31, 2010 Ultrapetrol (Bahamas) Ltd., Private Investors, 2017 [Member]	Mar. 31, 2013 Ultrapetrol (Bahamas) Ltd., Private Investors, 2017 [Member] Subsequent Event [Member]	Mar. 28, 2013 Ingatestone Holdings Inc., DVB AG and Netixis, Through 2019 [Member]	Jun. 30, 2013 Ingatestone Holdings Inc., DVB AG and Netixis, Through 2019 [Member]	Dec. 31, 2012 Ingatestone Holdings Inc., DVB AG and Netixis, Through 2019 [Member]	Dec. 31, 2010 Ingatestone Holdings Inc., DVB AG and Netixis, Through 2019 [Member]	Dec. 31, 2007 Ingatestone Holdings Inc., DVB AG and Netixis, Through 2019 [Member] Tranche	Mar. 31, 2012 Ingatestone Holdings Inc., DVB AG and Netixis, Through 2019 [Member]	Dec. 31, 2008 Ingatestone Holdings Inc., DVB AG and Netixis, Through 2019 [Member]	Jun. 24, 2008 Ingatestone Holdings Inc., DVB AG and Netixis, Through 2019 [Member]	Mar. 28, 2013 Ingatestone Holdings Inc., DVB AG and Netixis, Through 2019 [Member] Tranche A [Member]	Jun. 30, 2013 Ingatestone Holdings Inc., DVB AG and Netixis, Through 2019 [Member] Tranche A [Member]	Mar. 31, 2012 Ingatestone Holdings Inc., DVB AG and Netixis, Through 2019 [Member] Tranche A [Member]	Dec. 31, 2008 Ingatestone Holdings Inc., DVB AG and Netixis, Through 2019 [Member] Tranche A [Member]	Dec. 31, 2008 Ingatestone Holdings Inc., DVB AG and Netixis, Through 2019 [Member] Tranche B [Member]	Dec. 31, 2007 Ingatestone Holdings Inc., DVB AG and Netixis, Through 2019 [Member] Maximum [Member] Tranche B [Member]	Dec. 31, 2012 Ultrapetrol (Bahamas) Ltd., Private Investors, November 2014 [Member]	Nov. 24, 2004 Ultrapetrol (Bahamas) Ltd., Private Investors, November 2014 [Member]	Dec. 31, 2012 Ultrapetrol (Bahamas) Ltd., Private Investors, November 2014 [Member] Pushboats [Member] Vessel	Dec. 31, 2012 Ultrapetrol (Bahamas) Ltd., Private Investors, November 2014 [Member] Oceangoing Barges [Member] Vessel	Dec. 31, 2012 Ultrapetrol (Bahamas) Ltd., Private Investors, November 2014 [Member] River Barges [Member] Vessel	Dec. 23, 2010 Ultrapetrol (Bahamas) Ltd., Private Investors, January 2013 [Member]	Dec. 31, 2006 UP Offshore Apoio Maritimo Ltda., DVB AG, Through 2016 [Member] Tranche	Jun. 30, 2013 UP Offshore Apoio Maritimo Ltda., DVB AG, Through 2016 [Member]	Dec. 31, 2012 UP Offshore Apoio Maritimo Ltda., DVB AG, Through 2016 [Member]	Jan. 17, 2006 UP Offshore Apoio Maritimo Ltda., DVB AG, Through 2016 [Member]	Jan. 17, 2006 UP Offshore Apoio Maritimo Ltda., DVB AG, Through 2016 [Member] Tranche A [Member]	Jan. 17, 2006 UP Offshore Apoio Maritimo Ltda., DVB AG, Through 2016 [Member] Tranche B [Member]	Dec. 31, 2012 UP Offshore (Bahamas) Ltd., DVB AG, Through 2016 [Member]	Jun. 30, 2013 UP Offshore (Bahamas) Ltd., DVB AG, Through 2016 [Member]	Aug. 01, 2012 UP Offshore (Bahamas) Ltd., DVB AG, Through 2016 [Member]	Dec. 28, 2006 UP Offshore (Bahamas) Ltd., DVB AG, Through 2016 [Member]	Jan. 17, 2006 UP Offshore (Bahamas) Ltd., DVB AG, Through 2016 [Member]	Dec. 31, 2012 UP Offshore (Bahamas) Ltd., DVB AG, Through 2016 [Member] Tranche A [Member]	Dec. 31, 2012 UP Offshore (Bahamas) Ltd., DVB AG, Through 2017 [Member]	Jun. 30, 2013 UP Offshore (Bahamas) Ltd., DVB AG, Through 2017 [Member]	Oct. 31, 2007 UP Offshore (Bahamas) Ltd., DVB AG, Through 2017 [Member]	Dec. 31, 2012 UP Offshore (Bahamas) Ltd., DVB AG [Member]	Dec. 31, 2011 UP Offshore (Bahamas) Ltd, DVB SE and Banco Security, Through 2018 [Member]	Dec. 31, 2010 UP Offshore (Bahamas) Ltd, DVB SE and Banco Security, Through 2018 [Member]	Jun. 30, 2013 UP Offshore (Bahamas) Ltd, DVB SE and Banco Security, Through 2018 [Member]	Dec. 31, 2012 UP Offshore (Bahamas) Ltd, DVB SE and Banco Security, Through 2018 [Member]	Jun. 30, 2013 Ingatestone Holdings Inc. DVB AG [Member]	Dec. 31, 2012 Ingatestone Holdings Inc. DVB AG [Member]	Jun. 30, 2013 Ingatestone Holdings Inc., Netixis, Through March 2013 [Member]	Dec. 31, 2012 Ingatestone Holdings Inc., Netixis, Through March 2013 [Member]	Jun. 30, 2013 UP Offshore Apoio Maritimo Ltda., BNDES, Through 2027 [Member]	Dec. 31, 2012 UP Offshore Apoio Maritimo Ltda., BNDES, Through 2027 [Member]	Dec. 31, 2009 UP Offshore Apoio Maritimo Ltda., BNDES, Through 2027 [Member]	Dec. 31, 2012 UP Offshore Apoio Maritimo Ltda., BNDES, Through 2027 [Member] Standby Letters of Credit [Member]	Dec. 31, 2009 UP Offshore Apoio Maritimo Ltda., BNDES, Through 2027 [Member] Standby Letters of Credit [Member]	Dec. 31, 2012 Stanyan Shipping Inc., Natixis, Through 2017 [Member]	Dec. 31, 2007 Stanyan Shipping Inc., Natixis, Through 2017 [Member]	Jun. 30, 2013 Stanyan Shipping Inc., Natixis, Through 2017 [Member]	Dec. 21, 2007 Stanyan Shipping Inc., Natixis, Through 2017 [Member]	Dec. 31, 2012 Stanyan Shipping Inc., Natixis, Through 2017 [Member] Minimum [Member]	Dec. 31, 2012 Stanyan Shipping Inc., Natixis, Through 2017 [Member] Maximum [Member]	Jun. 30, 2013 UABL Paraguay S.A., IFC, Through 2020 [Member]	Dec. 31, 2012 UABL Paraguay S.A., IFC, Through 2020 [Member]	Dec. 31, 2008 UABL Paraguay S.A., IFC, Through 2020 [Member]	Dec. 31, 2008 UABL Paraguay S.A., IFC, Through 2020 [Member] Minimum [Member]	Dec. 31, 2008 UABL Paraguay S.A., IFC, Through 2020 [Member] Maximum [Member]	Jun. 30, 2013 UABL Paraguay S.A., OFID, Through 2020 [Member]	Dec. 31, 2012 UABL Paraguay S.A., OFID, Through 2020 [Member]	Dec. 31, 2008 UABL Paraguay S.A., OFID, Through 2020 [Member]	Dec. 31, 2008 UABL Paraguay S.A., OFID, Through 2020 [Member] Minimum [Member]	Dec. 31, 2008 UABL Paraguay S.A., OFID, Through 2020 [Member] Maximum [Member]	Jun. 30, 2013 UABL Barges and Others, IFC, Through 2020 [Member]	Dec. 31, 2012 UABL Barges and Others, IFC, Through 2020 [Member]	Dec. 31, 2008 UABL Barges and Others, IFC, Through 2020 [Member]	Dec. 31, 2008 UABL Barges and Others, IFC, Through 2020 [Member] Minimum [Member]	Dec. 31, 2008 UABL Barges and Others, IFC, Through 2020 [Member] Maximum [Member]	Jun. 30, 2013 UABL Paraguay S.A. and Riverpar S.A., IFC, Through 2021 [Member]	Dec. 31, 2012 UABL Paraguay S.A. and Riverpar S.A., IFC, Through 2021 [Member]	Dec. 31, 2011 UABL Paraguay S.A. and Riverpar S.A., IFC, Through 2021 [Member]	Dec. 31, 2012 UABL Paraguay S.A. and Riverpar S.A., IFC, Through 2021 [Member] Minimum [Member]	Dec. 31, 2012 UABL Paraguay S.A. and Riverpar S.A., IFC, Through 2021 [Member] Maximum [Member]	Dec. 31, 2011 UABL Paraguay S.A. and Riverpar S.A., IFC, Through 2021 [Member] Pushboats [Member] Vessel	Dec. 31, 2011 UABL Paraguay S.A. and Riverpar S.A., IFC, Through 2021 [Member] Barges [Member] Vessel	Dec. 31, 2011 UABL Paraguay S.A. and Riverpar S.A., IFC, Through 2021 [Member] Re-bottoming Barges [Member] Vessel	Jan. 26, 2012 UABL Paraguay S.A. and Riverpar S.A., OFID, Through 2021 [Member]	Jun. 30, 2013 UABL Paraguay S.A. and Riverpar S.A., OFID, Through 2021 [Member]	Dec. 31, 2012 UABL Paraguay S.A. and Riverpar S.A., OFID, Through 2021 [Member]	Dec. 31, 2011 UABL Paraguay S.A. and Riverpar S.A., OFID, Through 2021 [Member]	Dec. 31, 2011 UABL Paraguay S.A. and Riverpar S.A., OFID, Through 2021 [Member] Pushboats [Member] Vessel	Dec. 31, 2011 UABL Paraguay S.A. and Riverpar S.A., OFID, Through 2021 [Member] Barges [Member] Vessel	Dec. 31, 2011 UABL Paraguay S.A. and Riverpar S.A., OFID, Through 2021 [Member] Re-bottoming Barges [Member] Vessel	Dec. 31, 2012 UABL Paraguay and Riverpar S.A., OFID and IFC [Member]	Jun. 30, 2013 Ingatestone Holdings Inc. DVB SE and NIBC [Member] Tranche	Dec. 31, 2012 Ingatestone Holdings Inc. DVB SE and NIBC [Member] Tranche	Oct. 22, 2012 Ingatestone Holdings Inc. DVB SE and NIBC [Member]	Oct. 22, 2012 Ingatestone Holdings Inc. DVB SE and NIBC [Member] Tranche A [Member]	Oct. 22, 2012 Ingatestone Holdings Inc. DVB SE and NIBC [Member] Tranche B [Member]	Oct. 29, 2012 Ingatestone Holdings Inc. DVB SE and NIBC [Member] Subsequent Event [Member]	Jun. 28, 2013 Ingatestone Holdings Inc. DVB Bank America, NIBC and ABN Amro due 2017 [Member]	Mar. 28, 2013 Ingatestone Holdings Inc. DVB Bank America, NIBC and ABN Amro due 2017 [Member]	Jan. 24, 2013 Ingatestone Holdings Inc. DVB Bank America, NIBC and ABN Amro due 2017 [Member]	Jan. 31, 2013 Ingatestone Holdings Inc. DVB Bank America, NIBC and ABN Amro due 2017 [Member]	Jun. 30, 2013 Ingatestone Holdings Inc. DVB Bank America, NIBC and ABN Amro due 2017 [Member] Tranche	Dec. 31, 2012 Ingatestone Holdings Inc. DVB Bank America, NIBC and ABN Amro due 2017 [Member]	Jan. 18, 2013 Ingatestone Holdings Inc. DVB Bank America, NIBC and ABN Amro due 2017 [Member]	Jan. 18, 2013 Ingatestone Holdings Inc. DVB Bank America, NIBC and ABN Amro due 2017 [Member] Tranche A [Member]	Jun. 30, 2013 Ingatestone Holdings Inc. DVB Bank America, NIBC and ABN Amro due 2017 [Member] Tranche A [Member] Second Advances [Member]	Jan. 18, 2013 Ingatestone Holdings Inc. DVB Bank America, NIBC and ABN Amro due 2017 [Member] Tranche B [Member]	Jun. 30, 2013 Ingatestone Holdings Inc. DVB Bank America, NIBC and ABN Amro due 2017 [Member] Tranche B [Member] Second Advances [Member]	Jun. 30, 2013 Ingatestone Holdings Inc. DVB Bank America, NIBC and ABN Amro due 2017 [Member] Tranche C [Member] Second Advances [Member]	Jun. 30, 2013 Ingatestone Holdings Inc. DVB Bank America, NIBC and ABN Amro due 2017 [Member] Tranche D [Member] Second Advances [Member]	Jan. 31, 2013 Ingatestone Holdings Inc. DVB Bank America, NIBC and ABN Amro due 2017 [Member] Subsequent Event [Member] Tranche	Dec. 31, 2012 Ingatestone Holdings Inc. DVB Bank America, NIBC and ABN Amro due 2017 [Member] Subsequent Event [Member]	Jan. 24, 2013 Ingatestone Holdings Inc. DVB Bank America, NIBC and ABN Amro due 2017 [Member] Subsequent Event [Member]	Jan. 18, 2013 Ingatestone Holdings Inc. DVB Bank America, NIBC and ABN Amro due 2017 [Member] Subsequent Event [Member]	Jan. 18, 2013 Ingatestone Holdings Inc. DVB Bank America, NIBC and ABN Amro due 2017 [Member] Subsequent Event [Member] Tranche A [Member]	Jan. 18, 2013 Ingatestone Holdings Inc. DVB Bank America, NIBC and ABN Amro due 2017 [Member] Subsequent Event [Member] Tranche B [Member]	Jan. 18, 2013 Ingatestone Holdings Inc. DVB Bank America, NIBC and ABN Amro due 2017 [Member] Subsequent Event [Member] Tranche C [Member]	Jan. 18, 2013 Ingatestone Holdings Inc. DVB Bank America, NIBC and ABN Amro due 2017 [Member] Subsequent Event [Member] Tranche D [Member]	Apr. 15, 2013 Hallandale Commercial Corp., Nordea, Through April 2013 [Member]	Jun. 30, 2013 Hallandale Commercial Corp., Nordea, Through April 2013 [Member]	Dec. 31, 2012 Hallandale Commercial Corp., Nordea, Through April 2013 [Member]	Dec. 31, 2007 Hallandale Commercial Corp., Nordea, Through April 2013 [Member]	Dec. 21, 2007 Hallandale Commercial Corp., Nordea, Through April 2013 [Member]	Nov. 30, 2007 Hallandale Commercial Corp., Nordea, Through April 2013 [Member]	Dec. 28, 2013 Hallandale Commercial Corp., Nordea, Through April 2013 [Member] Minimum [Member]	Dec. 28, 2012 Hallandale Commercial Corp., Nordea, Through April 2013 [Member] Minimum [Member]	Dec. 28, 2013 Hallandale Commercial Corp., Nordea, Through April 2013 [Member] Maximum [Member]	Dec. 28, 2012 Hallandale Commercial Corp., Nordea, Through April 2013 [Member] Maximum [Member]
Debt Instrument [Line Items]
Nominal value, current		$ 28,704,000	[1]		$ 49,031,000	$ 21,504,000				$ 0					$ 0		$ 0	[2]																												$ 900,000						$ 4,300,000						$ 2,000,000					$ 3,333,000		$ 2,019,000		$ 0		$ 1,110,000							$ 1,108,000				$ 2,174,000					$ 1,304,000					$ 3,044,000					$ 1,765,000									$ 1,177,000							$ 0										$ 4,470,000																		$ 0
Nominal value, noncurrent		412,941,000			388,521,000	491,489,000				200,000,000					0		0	[2]																												5,500,000						27,500,000						10,000,000					29,167,000		6,606,000		0		14,153,000							4,984,000				19,565,000					11,739,000					27,391,000					12,353,000									8,234,000							0										35,749,000																		0
Total		441,645,000			437,552,000					200,000,000	0				0	180,000,000	0	[2]	0	[2]										17,250,000				34,500,000	34,500,000											6,400,000	6,850,000				42,225,000	31,800,000					13,000,000	12,000,000		62,075,000			32,500,000	34,166,000	8,625,000	13,800,000	0	5,175,000	15,263,000	15,818,000				6,546,000		6,092,000				21,739,000	22,826,000				13,043,000	13,695,000				30,435,000	31,957,000				14,118,000	15,000,000								9,411,000	10,000,000					93,478,000	0	20,850,000									40,219,000	0																	0	5,644,000
Detailed Information of Debt Instruments [Abstract]
Face amount of debt instrument										200,000,000											180,000										93,600,000	93,600,000				60,000,000	33,600,000			180,000,000				80,000,000				15,000,000	13,000,000	2,000,000				61,306,000					25,000,000			40,000,000									18,730,000		21,500,000				13,616,000					25,000,000					15,000,000					35,000,000					15,000,000									10,000,000							42,000,000	21,000,000	21,000,000								84,000,000	21,000,000		21,000,000							84,000,000	21,000,000	21,000,000	21,000,000	21,000,000					20,200,000	20,200,000
Interest Rate (in hundredths)										8.875%											9.00%																			9.00%				7.25%																											3.00%						6.38%	1.63%	6.38%																			4.16%	4.42%
Maturity date																						Feb. 15, 2017																	Nov. 24, 2014												Dec. 31, 2016					Feb. 29, 2016	Nov. 30, 2017																	Feb. 28, 2017																																																									Oct. 29, 2017								Apr. 15, 2013	Apr. 13, 2013
Quarterly change in commitment								1,250,000
Annual change in commitment								5,000,000
Variable rate basis								LIBOR
Basis spread on variable rate (in hundredths)								3.00%																												3.00%	2.00%												1.20%				3.50%		1.20%				1.50%			3.00%															1.20%						1.875%	3.25%				1.875%	3.25%				1.875%	3.25%			3.65%									3.65%							4.00%																			4.00%								1.25%				1.50%	1.50%	3.00%	3.00%
Commitment fee percentage (in hundredths)								1.95%																			1.50%	0.50%																							1.75%																																																																						1.60%									1.60%
Number of vessels		4							4			14	4	335																											13	2	337																																																									9	64	50					9	64	50
Repurchase price percentage (in hundredths)										101.00%													100.00%																101.00%
Maximum borrowing capacity								40,000,000
Convertible notes payable																						80,000,000			10,350,000								5,175,000
Loss on extinguishment of debt	0	(3,785,000)		0	(940,000)	0	0																			345,000																																																																																					619,000
Proceeds from debt																											6,825,000																								8,275,000																																																				10,000,000													20,850,000	15,550,000	5,000,000	20,850,000	20,850,000
Number of tranches																													2																2																																																																		2	2									4									4
Percentage of collateral to loan balance (in hundredths)																																																									133.30%				66.70%	133.30%										133.30%			125.00%																																														60.00%									60.00%											130.00%
Single amount of advances, maximum																																						8,400,000																								20,000,000																																																															16,000,000		16,000,000	16,000,000	16,000,000
Period of debt service considered for liquidity required																																																																																																																									6 months	6 months
Minimum employment period																																																																																																																									3 years									3 years
Extinguishment of debt, amount																								$ 2,800,000			$ 940,000																																																																																																															$ 5,252,000

[1] Excludes the 2014 Senior Notes which were disclosed as current liabilities in the unaudited condensed consolidated balance sheet under the caption "2014 Senior Notes and accrued interest". See Note 3.a).

[2] On January 23, 2013, the Company repaid the 2017 Senior Convertible Notes. See Note 3.b).

XML

SIGNIFICANT ACCOUNTING POLICIES

6 Months Ended

12 Months Ended

Jun. 30, 2013

Dec. 31, 2012

SIGNIFICANT ACCOUNTING POLICIES [Abstract]

SIGNIFICANT ACCOUNTING POLICIES

2. SIGNIFICANT ACCOUNTING POLICIES

a) Basis of presentation and principles of consolidation

The unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("US GAAP") for interim financial information. The consolidated balance sheet at December 31, 2012, has been derived from the audited financial statement at that date. The unaudited condensed consolidated financial statements do not include all of the information and footnotes required by US GAAP for complete financial statements. All adjustments which, in the opinion of the management of the Company, are considered necessary for a fair presentation of the results of operations for the periods shown are of a normal, recurring nature and have been reflected in the unaudited condensed consolidated financial statements. The results of operations for the periods presented are not necessarily indicative of the results expected for the full fiscal year or for any future period.

These unaudited condensed consolidated financial statements should be read in conjunction with the financial statements and related notes thereto included in the Company's Annual Report on Form 20-F for the year ended December 31, 2012.

The unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiaries, both majority and wholly owned. Significant intercompany accounts and transactions have been eliminated in this consolidation. Investments in 50% or less owned affiliates, in which the Company exercises significant influence, are accounted for by the equity method.

The Company uses the U.S. dollar as its functional currency. Receivables and payables denominated in foreign currencies are translated into U.S. dollars at the rate of exchange at the balance sheet date, while revenues and expenses are translated using the average exchange rate for each month. Certain subsidiaries enter into transactions denominated in currencies other than their functional currency. Changes in currency exchange rates between the functional currency and the currency in which a transaction is denominated are included in the unaudited condensed consolidated statement of operations in the period in which the currency exchange rate changes.

During the six-month period ended June 30, 2013, the Company performed through its subsidiaries several transactions at different exchanges rates between local currencies and U.S. dollars. Pursuant to ASC 830, these transactions when measured at the particular applicable exchange rate at which they were settled result in foreign currency exchange gains amounting to $15,200 in the unaudited condensed consolidated statement of operations for the six-month period ended June 30, 2013.

b) Income (Loss) per share attributable to Ultrapetrol (Bahamas) Limited

Basic income (loss) per share attributable to Ultrapetrol (Bahamas) Limited is computed by dividing the net income (loss) by the weighted average number of common shares outstanding during the relevant periods net of shares held in treasury. Diluted income (loss) per share attributable to Ultrapetrol (Bahamas) Limited reflects the potential dilution that could occur if securities or other contracts to issue common shares result in the issuance of such shares. In determining dilutive shares for this purpose the Company assumes, through the application of the treasury stock and if-converted methods, all restricted stock grants have vested, all common shares have been issued pursuant to the exercise of all outstanding stock options and all common shares have been issued pursuant to the conversion of all outstanding convertible notes.

For the six-month period ended June 30, 2012, the Company had a net loss and therefore the effect of potentially dilutive securities was antidilutive.

The following outstanding equity awards are not included in the diluted net income (loss) per share attributable to Ultrapetrol (Bahamas) Limited calculation because they would have had an antidilutive effect:

	For the six month periods ended June 30, (unaudited)
	2013		2012
Stock options		348,750		348,750
Restricted stock		-		680,000
Convertible debt		-		13,051,000
Total		348,750		14,079,750

The following table sets forth the computation of basic and diluted net income (loss) per share attributable to Ultrapetrol (Bahamas) Limited:

	For the six month periods ended June 30, (unaudited)
	2013		2012
Net income (loss) attributable to Ultrapetrol (Bahamas) Limited	$	7,632	$	(19,217	)
Basic weighted average number of shares		140,092,934		29,568,622
Effect on dilutive shares-- Options and restricted stock		182,858		-
Diluted weighted average number of shares		140,275,792		29,568,622
Basic and diluted income (loss) per share attributable to Ultrapetrol (Bahamas) Limited	$	0.05	$	(0.65	)

c) Comprehensive income (loss)

The components of accumulated other comprehensive income (loss) in the condensed consolidated balance sheets were as follows:

	At June 30, 2013 (unaudited)			At December 31, 2012
Unrealized net losses on interest rate collar	$	(1,482	)	$	(1,958	)
Unrealized net losses on interest rate swap		(190	)		(803	)
Unrealized net gains on EURO hedge		132			137
Accumulated other comprehensive income (loss)		(1,540	)		(2,624	)
Amounts attributable to noncontrolling interest		(12	)		(46	)
Amounts attributable to Ultrapetrol (Bahamas) Limited	$	(1,528	)	$	(2,578	)

2.   SIGNIFICANT ACCOUNTING POLICIES

a)   Basis of presentation and principles of consolidation

The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("US GAAP").

The consolidated financial statements include the accounts of the Company and its subsidiaries, both majority and wholly owned. Significant intercompany accounts and transactions have been eliminated in this consolidation.  Investments in 50% or less owned affiliates, in which the Company exercises significant influence, are accounted for by the equity method.

b)   Estimates

The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the years.  Significant estimates have been made by management, including the allowance for doubtful accounts, insurance claims receivable, useful lives and valuation of vessels, hedge accounting, recoverability of tangible and intangible assets and certain accrued liabilities.  Actual results may differ from those estimates.

c)   Revenues and related expenses

Revenue is recorded when services are rendered, the Company has a signed charter agreement or other evidence of an arrangement, prices are fixed or determinable and collection is reasonably assured.

The primary source of the Company's revenue, freight transportation by river barges, ocean-going vessels or PSVs, is recognized based on time charters, bareboat charters, consecutive voyage charters or affreightment / voyage contracts.

Revenue from time charters and bareboat charters is earned and recognized on a daily basis.  Revenue from affreightment / voyage contracts and consecutive voyage charters is recognized based upon the percentage of voyage completion.  In our River Business, a voyage is deemed to commence upon the departure of the discharged barge of the previous voyage and is deemed to end upon the completion of discharge of the current voyage.  The percentage of voyage completion is based on the miles transited at the balance sheet date divided by the total miles expected for the voyage.  The position of the barge at the balance sheet date is determined by locating the position of the pushboat with the barge in tow through the use of a global positioning system ("GPS").

The Company does not begin recognizing revenue if the charter agreement has not been entered into with the customer, even if the vessel has discharged its cargo and is sailing to the anticipated load port on its next voyage.

Demurrage income represents charges made to the charterer when loading or discharging time exceeds the stipulated time in the voyage charter and is recognized as it is earned.

The recognition of revenue due to shortfalls on take or pay contracts occurs at the end of each declaration period. A declaration period is defined as the time period in which the contract volume obligation was to be met. If the volume was not met during that time period, then the amount of billable revenue resulting from the failure to perform will be calculated and recognized as it is billed.

Vessel voyage costs, primarily consisting of port, canal and bunker expenses that are unique to a particular charter, are paid for by the charterer under time charter arrangements or by the Company under voyage charter arrangements.  The commissions paid in advance are deferred and amortized over the related voyage charter period to the extent commissions are earned as the Company's revenues are earned.  Bunker expenses are capitalized when acquired as operating supplies and subsequently charged to voyage expenses as consumed.  All other voyage expenses and other vessel operating expenses are expensed as incurred.

From time to time we provide ship salvage services under Lloyd's Standard Form of Salvage Agreement ("LOF"). The Company recognizes costs as incurred on these LOF services.  Revenue is recorded at the time the LOF settlement or arbitration award occurs.  In those cases where a minimum salvage remuneration is guaranteed or determined by contract then such minimum amount is recognized in revenue when services are rendered.

In its River Business the Company uses the completed contract method for river barges built which typically have construction periods of 30 days or less. Contracts are considered complete when title has passed, the customer has technically accepted the river barges and the Company does not retain risks or rewards of ownership of the river barges. Losses are accrued if manufacturing costs are expected to exceed manufacturing contract revenue.

Manufacturing expenses are primarily comprised of steel cost, which is the largest component of our raw materials, and the cost of labor.

The Company accounts for multiple element arrangements, in accordance with ASC 605-25.  For such transactions, revenue on arrangements that include multiple elements is allocated to each element based on the relative fair value of each element, and fair value is determined by vendor-specific objective evidence of fair value (VSOE).

d)   Foreign currency translation

The Company uses the US dollar as its functional currency.  Receivables and payables denominated in foreign currencies are translated into US dollars at the rate of exchange at the balance sheet date, while revenues and expenses are translated using the average exchange rate for each month.

Certain subsidiaries enter into transactions denominated in currencies other than their functional currency.  Changes in currency exchange rates between the functional currency and the currency in which a transaction is denominated are included in the consolidated statements of operations in the period in which the currency exchange rate changes.

e)   Cash and cash equivalents

The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.  Cash equivalents consist of money market instruments and interest-bearing deposits.  The credit risk associated with cash and cash equivalents is considered to be low due to the high credit quality of the financial institutions with which the Company operates.

f)   Restricted cash

Certain of the Company's loan agreements require the Company to fund:  (a) a loan retention account equivalent to the next loan installment (depending on the frequency of the repayment elected by the Company, i.e. quarterly or semi annually) plus interest which is used to fund the loan installments coming due, (b) a drydocking account which is restricted for use and can only be used for the purpose of paying for drydocking or special survey expenses and (c) cash deposits required as collateral with certain banks under the Company's borrowing arrangements.

g)   Accounts receivable

Most of the Company's accounts receivable are due from international oil companies, international grainhouses, traders and mining companies.  The Company performs ongoing credit evaluations of its trade customers and generally does not require collateral. The Company routinely reviews its accounts receivables and makes provisions for probable doubtful accounts; however, those provisions are estimates and actual results could differ from those estimates and those differences may be material. Trade receivables are deemed uncollectible and removed from accounts receivable and the allowance for doubtful accounts when collection efforts have been exhausted.

Accounts receivable from one customer of Ultrapetrol Ocean and Offshore Supply Business accounted for 27% of total consolidated accounts receivable as of December 31, 2012.

Accounts receivable from one customer of Ultrapetrol Ocean and Offshore Supply Business accounted for 24% and one customer of Ultrapetrol River Business accounted for 17% of total consolidated accounts receivable as of December 31, 2011.

Changes in the allowance for doubtful accounts for the three years ended December 31, 2012, were as follow:

	For the years ended December 31,
	2012			2011			2010
Balance at January 1	$	841		$	555		$	411
Provision		1,559			598			377
Recovery		(293	)		-			(18	)
Amounts written off (1)		(191	)		(312	)		(215	)
Balance at December 31	$	1,916		$	841		$	555

(1)   Accounts charged to the allowance when collection efforts cease.

h)   Concentrations of credit risk

The Company is exposed to concentrations of credit risk associated with its cash and cash equivalents, restricted cash and derivative instruments. The Company minimizes its credit risk relating to these positions by monitoring the financial condition of the financial institutions and counterparties involved and by primarily conducting business with large, well-established financial institutions and diversifying its counterparties. The Company does not currently anticipate nonperformance by any of its significant counterparties. The Company is also exposed to concentrations of credit risk relating to its receivables due from customers in the industries in which operates. The Company does not generally require collateral or other security to support its outstanding receivables. The Company minimizes its credit risk relating to receivables by performing ongoing credit evaluations and, to date, credit losses have not been material.

i)   Insurance claims receivable

Insurance claims receivable comprise claims submitted relating to hull and machinery (H&M), protection and indemnity (P&I), loss of hire (LOH) and strike insurance coverage.  They are recorded when the recovery of an insurance claim is probable.  Deductible amounts related to covered incidents are expensed in the period of occurrence of the incident.  The credit risk associated with insurance claims receivable is considered low due to the high credit quality and funded status of the insurance underwriters and P&I clubs in which the Company is either a client or a member.  Insurance claims receivable, included in other receivables in the accompanying balance sheets, amounts to $6,017 and $4,531 at December 31, 2012 and 2011, respectively.

j)   Operating supplies and inventories

Operating supplies and inventories are carried at the lower of cost or market and consist of the following:

	At December 31,
	2012		2011
River barges in progress and raw material related to barge production for sale to third parties	$	10,019	$	-
Fuel and supplies		3,619		4,520
	$	13,638	$	4,520

k)   Vessels and equipment, net

Vessels and equipment are stated at cost less accumulated depreciation.  This cost includes the purchase price and all directly attributable costs (initial repairs, improvements and delivery expenses, interest and on-site supervision costs incurred during the construction periods).  Subsequent expenditures for conversions renewals or major improvements are also capitalized when they appreciably extend the life, increase the earning capacity or improve the safety of the vessels.

New barges built for the River Business segment in our own shipyard in Punta Alvear, Argentina are capitalized at cost.

Depreciation is computed net of the estimated scrap value which is equal to the product of each vessel's lightweight tonnage and estimated scrap value per lightweight ton and is recorded using the straight-line method over the estimated useful lives of the vessels.  Acquired secondhand vessels are depreciated from the date of their acquisition over the remaining estimated useful life.

From time to time, the Company acquires vessels which have already exceeded the Company's useful life policy, in which case the Company depreciates such vessels based on its best estimate of such vessel's remaining useful life, typically until the next survey or certification date.

Improvements to leased property are amortized over the shorter of their economic life or the respective lease term.

The estimated useful life of each of the Company's major categories of assets is as follows:

	Useful life (in years)
Ocean-going vessels	24 to 27
PSVs	24
River barges and push boats	35
Buildings	20 to 30
Furniture and equipment	5 to 15

However, when regulations place limitations over the ability of a vessel to trade, its useful life is adjusted to end at the date such regulations become effective. Currently, these regulations do not affect any of our vessels.

At the time vessels are disposed of, the assets and related accumulated depreciation are removed from the accounts, and any resulting gain or loss is recorded in other operating income.

Long-lived assets are reviewed for impairment, whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.  If the sum of the expected future undiscounted cash flows is less than the carrying amount of the asset, a loss is recognized for the difference between the fair value and carrying value of the asset.  The assumptions used to develop estimates of future undiscounted cash flows are based on historical trends as well as future expectations. To the extent impairment indicators are present, the Company determines undiscounted projected net operating cash flows for each vessel in the Ocean and Offshore Supply Business and as a fleet in the River Business and compares them to their carrying value. The cash flow period is based on the remaining lives of the vessels or the fleet, which range from 4 to 24 years.  The projected net operating cash flows are determined by considering the charter revenues from existing time charters for the fixed fleet days and an estimated daily time charter equivalent for the unfixed days. The Company estimates the daily time charter equivalent for the unfixed days based on the historical average for similar vessels and utilizing available market data for time charter and spot market rates and forward freight agreements over the remaining estimated life of the vessel, net of brokerage commissions, expected outflows for assets' maintenance and assets' operating expenses (including planned drydocking and special survey expenditures),  and fleet utilization ranging from 93% to 99%. The salvage value used in the impairment test is estimated in $405 (four hundred and five U.S. dollars) per light weight ton (LWT) in accordance with the Company's assets' depreciation policy. Although the Company believes that the assumptions used to evaluate potential impairment are reasonable and appropriate, such assumptions are highly subjective. There can be no assurance as to how long charter rates and vessel values will remain at their currently low levels or whether they will improve by any significant degree. Charter rates may remain at depressed levels for some time which could adversely affect the Company's revenue and profitability, and future assessments of asset impairment. As a result of the impairment review, the Company determined that the carrying amounts of its assets were recoverable, and therefore, concluded that no impairment loss was necessary for 2010, 2011 and 2012, except for the charge described below.

During the year ended December 31, 2012, the Company recorded an impairment charge totaling $16,000 to write down the carrying amount of its product tanker M/V Amadeo to its estimated fair value. The write down was as a consequence of the level of distress in the tanker market, and its high operational costs.

l)   Dry dock costs

The Company's vessels must be periodically drydocked and pass inspections to maintain their operating classification, as mandated by maritime regulations.  Costs incurred to drydock a vessel / pushboat are deferred and amortized using the straight-line method over the period to the next drydock, generally 24 to 36 months.  Drydocking costs incurred are comprised of: painting the vessel's hull and sides, recoating cargo and fuel tanks, and performing other engine and equipment maintenance activities to bring the vessel into compliance with classification standards.  The unamortized portion of dry dock costs for vessels that are sold are written off and included in the calculation of the resulting gain or loss in the year of the vessel's sale.

Expenditures for maintenance and minor repairs are expensed as incurred.

m)   Investments in affiliates

These investments are accounted for by the equity method. At December 31, 2012 and 2011 and for each of the three years in the period ended December 31, 2012, this includes our interest in 50% of Obras Terminales y Servicios S.A. ("OTS S.A.") and in 49% of Marítima Sipsa S.A.

At December 31, 2011 and for the years ended December 31, 2011 and 2010 it also includes our interest in 50% of Puertos del Sur S.A.  As described in Note 4, during 2012 the Company purchased the other 50% of Puertos del Sur S.A.

n)   Identifiable intangible assets

The Company's intangible assets arose as a result of the Ravenscroft acquisition in 2006, and consist principally of a safety management system which is being amortized over its useful life of eight years using the straight-line method.

Accumulated amortization at December 31, 2012 and 2011 amounted to $1,181 and $1,006, respectively and amortization for the three years in the period ended December 31, 2012 amounted to $175, $175 and $305, respectively.  Amortization of intangible assets for the five years subsequent to December 31, 2012 is expected to be $175 in 2013 and $44 in 2014.

o)   Goodwill

Goodwill is recorded when the purchase price paid for an acquisition exceeds the estimated fair value of net identified tangible and intangible assets acquired.  The Company performs an annual impairment test of goodwill and further periodic tests to the extent indicators of impairment develop between annual impairment tests.  The Company's impairment review process compares the fair value of the reporting unit to its carrying value, including the goodwill related to the reporting unit.  To determine the fair value of the reporting unit, the Company uses a discounted future cash flow ("DCF") approach that uses estimates for revenue, costs and appropriate discount rates, among others.  These various estimates are reviewed each time the Company tests goodwill for impairment and many are developed as part of the Company's routine business planning and forecasting process.  The Company believes its estimates and assumptions are reasonable; however, variations from those estimates could produce materially different results.

p)   Other assets

This account corresponds to costs incurred to issue debt net of amortization costs, which are being amortized over the term of the debt using the effective interest rate method.  Any unamortized balance of costs relating to debt repaid or refinanced is expensed in the period the repayment or refinancing is made, subject to the accounting guidance regarding debt modifications and extinguishment.  Amortization for debt issuance expense for the three years in the period ended December 31, 2012 totaled $2,217; $2,323 and $1,340, respectively, and is included in financial expense in the accompanying consolidated statements of operations.

q)   Accounts payable

Accounts payable at December 31, 2012 and 2011 consists of insurance premium payables, operating expenses, among others.

r)   Deferred gains -- River barges sale-leaseback transactions

The Company has entered into a river barges sale-leaseback transaction (Note 15) with a finance company.  Gains are deferred to the extent of the present value of future minimum lease payments and are amortized as reductions to rental expense over the applicable lease term.  Deferred gains activity related to these transactions for the year ended December 31, 2012 is as follows:

Balance at beginning of year	$	-
Deferred gains arising from sales		2,116
Amortization of deferred gains included in operating expenses as reduction to rental expense		(30	)
Balance at end of the year	$	2,086

s)   Comprehensive loss

The components of accumulated other comprehensive loss in the consolidated balance sheets were as follows:

	At December 31,
	2012			2011
Unrealized net losses on interest rate collar	$	(1,958	)	$	(1,727	)
Unrealized net losses on interest rate swaps		(803	)		(482	)
Unrealized net gains on EURO hedge		137			145
Accumulated other comprehensive loss		(2,624	)		(2,064	)
Amounts attributable to noncontrolling interest		(46	)		(27	)
Amounts attributable to Ultrapetrol (Bahamas) Limited	$	(2,578	)	$	(2,037	)

At December 31, 2012, the Company expects that it will reclassify $996 of net losses on interest rate collar and interest rate swaps from accumulated other comprehensive loss to earnings during the next twelve months related to the payments of interest of our variable interest rate debt that will affect earnings for 2013.

t)   Derivative financial instruments

The Company from time to time uses derivative financial instruments to reduce risk from foreign currency fluctuations, changes in spot market rates for oceangoing vessels, changes in interest rate and changes in bunker fuel prices.

The Company recognizes all of its derivative instruments as either assets or liabilities in the balance sheet at fair value.  The accounting for changes in the fair value (i.e., gains or losses) of a derivative financial instrument depends on whether it has been designated and qualifies as part of a hedging relationship and further, on the type of hedging relationship.

For derivative financial instruments that are designated and qualify as cash flow hedges, the effective portion of the gain or loss on the derivative financial instrument is reported as a component of other comprehensive loss and reclassified into earnings in the same line item associated with the hedged transaction in the same period or periods during which the hedged transaction affects earnings.  The ineffective portion of a derivative's change in fair value is immediately recognized in income.

Derivative financial instruments that are not designated as hedges for accounting purposes are adjusted to fair value through income.

u)   Loss per share

Basic loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding during the relevant periods net of shares held in treasury.  Diluted loss per share reflects the potential dilution that could occur if securities or other contracts to issue common shares result in the issuance of such shares.  In determining dilutive shares for this purpose the Company assumes, through the application of the treasury stock and if-converted methods, all restricted stock grants have vested, all common shares have been issued pursuant to the exercise of all outstanding stock options and all common shares have been issued pursuant to the conversion of all outstanding convertible notes.

For the three years in the period ended December 31, 2012, the Company had a net loss from continuing operations and therefore the effect of potentially dilutive securities was antidilutive.

The following outstanding equity awards are not included in the diluted net loss per share calculation because they would have had an antidilutive effect:

	For the years ended December 31,
	2012		2011		2010
Stock options		459,000		349,000		349,000
Restricted stock		329,000		705,000		520,000
Convertible debt		13,051,000		13,051,000		13,051,000
Total		13,839,000		14,105,000		13,920,000

The following table sets forth the computation of basic and diluted loss per share attributable to Ultrapetrol (Bahamas) Limited.

	For the years ended December 31,
	2012			2011			2010
Loss from continuing operations	$	(63,657	)	$	(18,805	)	$	(4,856	)
Loss from discontinued operations		-			-			(515	)
Net loss	$	(63,657	)	$	(18,805	)	$	(5,371	)

	For the years ended December 31,
	2012			2011			2010
Basic and diluted weighted average number of shares		35,382,913			29,547,365			29,525,025
Basic and diluted loss per share:
From continuing operations	$	(1.80	)	$	(0.64	)	$	(0.16	)
From discontinued operations		-			-			(0.02	)
	$	(1.80	)	$	(0.64	)	$	(0.18	)

v)   Stock compensation

Stock-based compensation cost is measured at the date of grant, based on the calculated fair value of the award, and is recognized as expense over the employee's service period, which is generally the vesting period of the equity grant. The fair value of performance based restricted common stock awards that are probable of being earned is expensed over the performance periods as the awards vest.  The Company does not estimate forfeitures in its expense calculations as forfeiture history has been minor.

w)   Other operating income, net

For the three years in the period ended December 31, 2012, this account includes:

	For the years ended December 31,
	2012		2011			2010
Arbitration award (1)	$	-	$	4,748		$	-
Gain on sale of vessels, net		3,564		-			724
Claims against insurance companies, net (2)		3,901		3,543			(46	)
Other		911		(34	)		(61	)
	$	8,376	$	8,257		$	617

(1)   One of our subsidiaries in the River Business, UABL Paraguay S.A., made a claim against a former customer in an arbitration proceeding where we claim damages for non performance under a transportation contract. On December 2, 2011 a final amount of $5,308 was awarded to the Company, which was collected on December 21, 2011. Due to the disputed nature of the claim, the Company had not recognized any income related to the claim and now since the arbitration proceeding was favorably settled and collected recognizing an income of $4,748, after deducting related legal fees of $560.

(2)   Corresponds to loss of hire insurance claims.

x)   Income taxes

The Company accounts for deferred income taxes under the liability method.  Under this method, deferred income tax assets and liabilities are established for temporary differences between the financial reporting basis and the tax basis of the Company's assets and liabilities at each period end corresponding to those jurisdictions subject to income taxes.  Deferred tax assets are recognized for all deductible temporary differences and an offsetting valuation allowance is recorded to the extent that it is not more likely than not that the deferred tax assets will be realized.  Deferred tax is measured based on tax rates and laws enacted or substantively enacted at the balance sheet date in any jurisdiction.

Income tax regulations in the different countries in which we operate are subject to interpretation by taxing authorities.  As a result, our judgment in the determination of uncertain income tax positions could be interpreted differently.  In this sense, the income tax returns of our primary income tax jurisdictions remain subject to examination by related tax authorities.  The tax returns are open to examination from 3 to 7 years.

y)   Accounting standards recently adopted

On January 1, 2012, we adopted an update issued by the Financial Accounting Standards Board, or FASB to existing guidance on the presentation of comprehensive income. This update requires the presentation of the components of net loss and other comprehensive income (loss) either in a single continuous statement or in two separate but consecutive statements. Net loss and other comprehensive income (loss) has been presented in two separate but consecutive statements for the current reporting period and prior comparative period in our consolidated financial statements.

XML

DERIVATIVE INSTRUMENTS AND HEDGING STRATEGIES - 10Q

6 Months Ended

12 Months Ended

Jun. 30, 2013

Dec. 31, 2012

DERIVATIVE INSTRUMENTS AND HEDGING STRATEGIES [Abstract]

DERIVATIVE INSTRUMENTS AND HEDGING STRATEGIES

8. DERIVATIVE INSTRUMENTS AND HEDGING STRATEGIES

Liabilities arising from outstanding derivative positions are included in the accompanying unaudited condensed consolidated balance sheets as other liabilities, as follows:

	At June 30, 2013 (unaudited)
	Current other liabilities		Noncurrent other liabilities
Derivatives designated as hedging instruments
Interest rate collar (cash flow hedge)	$	718	$	764
Interest rate swaps (cash flow hedge)		349		320
	$	1,067	$	1,084

	At December 31, 2012
	Current other liabilities		Noncurrent other liabilities
Derivatives designated as hedging instruments
Interest rate collar (cash flow hedge)	$	722	$	1,235
Interest rate swaps (cash flow hedge)		348		791
	$	1,070	$	2,026

The Company evaluates the risk of counterparty default by monitoring the financial condition of the financial institutions and counterparties involved, by primarily conducting business with large, well-established financial institutions and international traders, and diversifying its counterparties. The Company does not currently anticipate nonperformance by any of its counterparties.

CASH FLOW HEDGE

INTEREST RATE COLLAR AGREEMENT

On May 7, 2010, through UABL Limited, our holding subsidiary in the River Business, we entered into an interest rate collar transaction with International Finance Corporation (IFC) through which we expect to hedge our exposure to interest volatility under our financings with IFC and OFID from June 2010 to June 2016. The initial notional amount is $75,000 (subsequently adjusted in accordance with the amortization schedule under these financings), with UABL Limited being the USD Floor Rate seller at a floor strike rate of 1.69%, and IFC being the USD Cap Rate seller at a cap strike rate of 5.00%. This contract qualifies for hedge accounting and as such changes in its fair value are included in other comprehensive income (loss) in the unaudited condensed consolidated financial statements. The fair value of this agreement equates to the amount that would be paid or received by the Company if the agreement were cancelled at the reporting date, taking into account current and prospective interest rates and creditworthiness of the Company.

As of June 30, 2013, the total notional amount of the interest rate collar is $65,217.

INTEREST RATE SWAP AGREEMENTS

Through our subsidiaries in the Offshore Supply Business, we have entered into various interest rate swap agreements maturing in September 2016, October 2016, and December 2018 that call our subsidiaries to pay fixed interest rates ranging from 0.89% to 3.67% on aggregate notional values of $49,500 and receive a variable interest rate based on LIBOR on these notional values. The purpose of these interest rate swap agreements is to hedge our exposure to interest volatility under our financings with DVB Bank SE and Banco Security and DVB Bank SE, NIBC and ABN Amro.

These contracts qualify for hedge accounting and as such changes in its fair value are included in other comprehensive income (loss) in the unaudited condensed consolidated financial statements. The fair value of these agreements equate to the amount that would be paid or received by the Company if the agreement was cancelled at the reporting date, taking into account current and prospective interest rates and creditworthiness of the Company.

As of June 30, 2013, the total notional amount of the interest rate swaps is $46,554.

7.   DERIVATIVE INSTRUMENTS AND HEDGING STRATEGIES

Liabilities arising from outstanding derivative positions are included in the accompanying consolidated balance sheets as other liabilities, as follows:

	At December 31, 2012
	Current other liabilities		Noncurrent other liabilities
Derivatives designated as hedging instruments
Interest rate collar (cash flow hedge)	$	722	$	1,235
Interest rate swaps (cash flow hedge)		348		791
	$	1,070	$	2,026

	At December 31, 2011
	Current other liabilities		Noncurrent other liabilities
Derivatives designated as hedging instruments
Interest rate collar (cash flow hedge)	$	582	$	1,145
Interest rate swaps (cash flow hedge)		251		643
	$	833	$	1,788

The Company evaluates the risk of counterparty default by monitoring the financial condition of the financial institutions and counterparties involved, by primarily conducting business with large, well-established financial institutions and international traders, and diversifying its counterparties. The Company does not currently anticipate nonperformance by any of its counterparties.

CASH FLOW HEDGE

INTEREST RATE COLLAR AGREEMENT

On May 7, 2010, through UABL Limited, our holding subsidiary in the River Business, we entered into an interest rate collar transaction with International Finance Corporation (IFC) through which we expect to hedge our exposure to interest volatility under our financings with IFC and OFID from June 2010 to June 2016. The initial notional amount is $75,000 (subsequently adjusted in accordance with the amortization schedule under these financings), with UABL Limited being the USD Floor Rate seller at a floor strike rate of 1.69%, and IFC being the USD Cap Rate seller at a cap strike rate of 5.00%. This contract qualifies for hedge accounting and as such changes in its fair value are included in other comprehensive loss in the consolidated financial statements. The fair value of this agreement equates to the amount that would be paid or received by the Company if the agreement was cancelled at the reporting date, taking into account current and prospective interest rates and creditworthiness of the Company.

As of December 31, 2012, the total notional amount of the interest rate collar is $68,478.

INTEREST RATE SWAP AGREEMENTS

Through our subsidiaries in the Offshore Supply Business, we have entered into various interest rate swap agreements maturing in October 2016 and December 2018 that call our subsidiaries to pay fixed interest rates ranging from 0.89% to 3.67% on aggregate notional values of $30,850 and receive a variable interest rate based on LIBOR on these notional values. The purpose of these interest rate swap agreements is to hedge our exposure to interest volatility under our financings with DVB Bank SE and Banco Security and DVB Bank SE and NIBC.

These contracts qualify for hedge accounting and as such changes in its fair value are included in other comprehensive loss in the consolidated financial statements. The fair value of these agreements equate to the amount that would be paid or received by the Company if the agreement were cancelled at the reporting date, taking into account current and prospective interest rates and creditworthiness of the Company.

As of December 31, 2012, the total notional amount of the interest rate swaps is $29,392.

Subsequent events

On January 18, 2013 the interest rate swap agreements entered into to hedge our exposure to interest volatility under our financing with DVB Bank SE and NIBC, were novated to hedge our exposure under our financing with DVB Bank America, NIBC and ABN Amro.

OTHER DERIVATIVE INSTRUMENTS

Freight Forward Agreement

From April 2008 onwards, the Company entered into FFAs either via a clearing house or over the counter with the objective to utilize them as hedging instruments to reduce its exposure to changes in the spot market rates earned by its vessels in the Capesize fleet.

As result of the sale of Princess Marisol and Princess Katherine in 2010, FFA positions maturing between May and December 2010 were no longer probable of occurring and thus no longer qualified as effective cash flow hedges.

During the year ended December 31, 2010, the Company recorded an aggregate realized gain of $10,710, in connection with these FFA positions, which are reflected in the Company's consolidated statements of operations as Other income (expenses) – (loss) gains on derivatives, net and received net cash settlements for its FFA positions totaling $16,666.

XML

SUPPLEMENTAL GUARANTOR INFORMATION FOR THE NEW NOTES

12 Months Ended

Dec. 31, 2012

SUPPLEMENTAL GUARANTOR INFORMATION FOR THE NEW NOTES [Abstract]

SUPPLEMENTAL GUARANTOR INFORMATION FOR THE NEW NOTES

17. SUPPLEMENTAL GUARANTOR INFORMATION FOR THE NEW NOTES

On May 28, 2013, the Company intends to offer New First Preferred Ship Mortgage Notes due 2021 (the "New Notes") amounting to $200,000. The net proceeds of the offering will be used to redeem all of our 9% Ship Preferred Mortgage Notes due 2014 amounting $180,000.

The New Notes will be fully and unconditionally guaranteed on a joint and several senior basis by the following wholly owned subsidiaries of the Company, directly involved in our River and Ocean Business, which offered their assets in collateral of the above mentioned New Notes: Arlene Investments Inc., Brinkley Shipping Inc., Dampierre Holdings Spain S.L., Danube Maritime Inc., Dingle Barges Inc., General Ventures Inc., Hallandale Commercial Corp., Longmoor Holdings Inc., Oceanpar S.A., Palmdeal Shipping Inc., Parabal S.A., Parfina S.A., Princely International Finance Corp., Riverview Commercial Corp., UABL Paraguay S.A., UABL S.A. and Ultrapetrol S.A (the "New Subsidiary Guarantors").

The Indenture provides that the New Notes and each of the Security Agreements, other than the Mortgages, are governed by, and construed in accordance with, the laws of the state of New York.

Each of the mortgaged vessels and barges is registered under either the Panamanian, Paraguayan, Argentinean and Liberian Flag, or another jurisdiction with similar procedures. Although all of the New Subsidiary Guarantors are outside of the United States.

Supplemental condensed combining financial information for the New Subsidiary Guarantors for the New Notes is presented below. This information is prepared in accordance with the Company's accounting policies. This supplemental financial disclosure has been prepared on the same basis described in note 16, and should be read in conjunction with the consolidated financial statements.

SUPPLEMENTAL CONDENSED CONSOLIDATING BALANCE SHEET

AT DECEMBER 31, 2012

(stated in thousands of U.S. dollars)

	Parent		Combined subsidiary guarantors		Combined subsidiary non guarantors		Consolidating adjustments			Total consolidated amounts
Current assets
Receivables from related parties	$	307,343	$	122,035	$	87,737	$	(517,105	)	$	10
Other current assets		201,491		66,643		38,846		—			306,980
Total current assets		508,834		188,678		126,583		(517,105	)		306,990
Noncurrent assets
Vessels and equipment, net		—		279,653		368,753		(887	)		647,519
Investment in affiliates		151,447		—		251		(151,447	)		251
Other noncurrent assets		5,171		26,032		33,275		(8,920	)		55,558
Total noncurrent assets		156,618		305,685		402,279		(161,254	)		703,328
Total assets	$	665,452	$	494,363	$	528,862	$	(678,359	)	$	1,010,318
Current liabilities
Payable to related parties	$	—	$	224,281	$	272,568	$	(493,088	)	$	3,761
Current portion of long-term financial debt		80,000		12,064		36,967		—			129,031
Other current liabilities		5,701		51,781		8,471		—			65,953
Total current liabilities		85,701		288,126		318,006		(493,088	)		198,745
Noncurrent liabilities
Due to affiliates	$	—	$	32,937	$	—	$	(32,937	)	$	—
Long-term financial debt		180,000		55,102		153,419		—			388,521
Other noncurrent liabilities		—		262		16,291		—			16,553
Total noncurrent liabilities		180,000		88,301		169,710		(32,937	)		405,074
Total liabilities		265,701		376,427		487,716		(526,025	)		603,819
Equity of Ultrapetrol (Bahamas) Limited		399,751		117,936		41,146		(159,082	)		399,751
Noncontrolling interest		—		—		—		6,748			6,748
Total equity		399,751		117,936		41,146		(152,334	)		406,499
Total liabilities and equity	$	665,452	$	494,363	$	528,862	$	(678,359	)	$	1,010,318

SUPPLEMENTAL CONDENSED CONSOLIDATING BALANCE SHEET

AT DECEMBER 31, 2011

(stated in thousands of U.S. dollars)

	Parent		Combined subsidiary guarantors		Combined subsidiary non guarantors		Consolidating adjustments			Total consolidated amounts
Current assets
Receivables from related parties	$	297,324	$	97,396	$	90,116	$	(484,779	)	$	57
Other current assets		3,773		62,079		40,224		—			106,076
Total current assets		301,097		159,475		130,340		(484,779	)		106,133
Noncurrent assets
Vessels and equipment, net		—		292,458		379,932		(945	)		671,445
Investment in affiliates		201,323		—		373		(201,323	)		373
Other noncurrent assets		6,825		14,632		56,922		(26,043	)		52,336
Total noncurrent assets		208,148		307,090		437,227		(228,311	)		724,154
Total assets	$	509,245	$	466,565	$	567,567	$	(713,090	)	$	830,287
Current liabilities
Payable to related parties	$	—	$	166,005	$	298,909	$	(463,756	)	$	1,158
Current portion of long-term financial debt		—		5,046		16,458		—			21,504
Other current liabilities		4,948		31,878		14,400		—			51,226
Total current liabilities		4,948		202,929		329,767		(463,756	)		73,888
Noncurrent liabilities
Due to affiliates	$	—	$	47,066	$	—	$	(47,066	)	$	—
Long-term financial debt		260,000		57,166		174,323		—			491,489
Other noncurrent liabilities		—		218		14,521		—			14,739
Total noncurrent liabilities		260,000		104,450		188,844		(47,066	)		506,228
Total liabilities		264,948		307,379		518,611		(510,822	)		580,116
Equity of Ultrapetrol (Bahamas) Limited		244,297		159,186		48,956		(208,142	)		244,297
Noncontrolling interest		—		—		—		5,874			5,874
Total equity		244,297		159,186		48,956		(202,268	)		250,171
Total liabilities and equity	$	509,245	$	466,565	$	567,567	$	(713,090	)	$	830,287

SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2012

(stated in thousands of U.S. dollars)

	Parent			Combined subsidiary guarantors			Combined subsidiary non guarantors			Consolidating adjustments			Total consolidated amounts
Revenues	$	—		$	207,429		$	140,530		$	(34,790	)	$	313,169
Operating expenses		—			(234,412	)		(138,608	)		34,732			(338,288	)
Operating (loss) profit		—			(26,983	)		1,922			(58	)		(25,119	)
Investment in affiliates		(49,470	)		—			(1,175	)		49,470			(1,175	)
Other (expenses) income		(14,187	)		(17,311	)		(7,941	)		—			(39,439	)
Loss before income taxes		(63,657	)		(44,294	)		(7,194	)		49,412			(65,733	)
Income taxes benefit (expense)		—			3,044			(75	)		—			2,969
Loss from continuing operations		(63,657	)		(41,250	)		(7,269	)		49,412			(62,764	)
Loss from discontinued operations		—			—			—			—			—
Net loss		(63,657	)		(41,250	)		(7,269	)		49,412			(62,764	)
Net income attributable to noncontrolling interest		—			—			—			893			893
Net loss attributable to Ultrapetrol (Bahamas) Limited	$	(63,657	)	$	(41,250	)	$	(7,269	)	$	48,519		$	(63,657	)

SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2011

(stated in thousands of U.S. dollars)

	Parent			Combined subsidiary guarantors			Combined subsidiary non guarantors			Consolidating adjustments			Total consolidated amounts
Revenues	$	—		$	208,130		$	137,274		$	(40,922	)	$	304,482
Operating expenses		(8,490	)		(185,834	)		(131,638	)		40,864			(285,098	)
Operating (loss) profit		(8,490	)		22,296			5,636			(58	)		19,384
Investment in affiliates		(7,886	)		—			(1,073	)		7,886			(1,073	)
Other (expenses) income		(2,429	)		(25,378	)		(10,476	)		—			(38,283	)
Loss before income taxes		(18,805	)		(3,082	)		(5,913	)		7,828			(19,972	)
Income taxes benefit (expense)		—			1,060			677			—			1,737
Loss from continuing operations		(18,805	)		(2,022	)		(5,236	)		7,828			(18,235	)
Loss from discontinued operations		—			—			—			—			—
Net loss		(18,805	)		(2,022	)		(5,236	)		7,828			(18,235	)
Net income attributable to noncontrolling interest		—			—			—			570			570
Net loss attributable to Ultrapetrol (Bahamas) Limited	$	(18,805	)	$	(2,022	)	$	(5,236	)	$	7,258		$	(18,805	)

SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2010

(stated in thousands of U.S. dollars)

	Parent			Combined subsidiary guarantors			Combined subsidiary non guarantors			Consolidating adjustments			Total consolidated amounts
Revenues	$	—		$	154,326		$	119,193		$	(43,074	)	$	230,445
Operating expenses		(8,332	)		(137,862	)		(108,549	)		43,016			(211,727	)
Operating (loss) profit		(8,332	)		16,464			10,644			(58	)		18,718
Investment in affiliates		8,153	(1)		—			(341	)		(8,153	)		(341	)
Other (expenses) income		(5,192	)		(2,406	)		(8,821	)		—			(16,419	)
(Loss) income before income taxes		(5,371	)		14,058			1,482			(8,211	)		1,958
Income taxes benefit (expense)		—			486			(6,849	)		—			(6,363	)
(Loss) income from continuing operations		(5,371	)		14,544			(5,367	)		(8,211	)		(4,405	)
Loss from discontinued operations		—			—			(515	)		—			(515	)
Net (loss) income		(5,371	)		14,544			(5,882	)		(8,211	)		(4,920	)
Net income attributable to noncontrolling interest		—			—			—			451			451
Net (loss) income attributable to Ultrapetrol (Bahamas) Limited	$	(5,371	)	$	14,544		$	(5,882	)	$	(8,662	)	$	(5,371	)

__________________

(1) Includes a loss of $ 515 related to discontinued operations.

SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF CASH FLOW

FOR THE YEAR ENDED DECEMBER 31, 2012

(stated in thousands of U.S. dollars)

	Parent			Combined subsidiary guarantors			Combined subsidiary non guarantors			Consolidating adjustments			Total consolidated amounts
Net loss	$	(62,764	)	$	(41,250	)	$	(6,376	)	$	47,626		$	(62,764	)
Loss from discontinued operations		—			—			—			—			—
Adjustments to reconcile net loss to net cash (used in) provided by operating activities from continuing operations		51,532			16,695			38,228			(47,626	)		58,829
Net cash (used in) provided by operating activities from continuing operations		(11,232	)		(24,555	)		31,852			—			(3,935	)
Net cash (used in) operating activities from discontinued operations		—			—			—			—			—
Net cash (used in) provided by operating activities		(11,232	)		(24,555	)		31,852			—			(3,935	)
Intercompany sources		(10,019	)		43,839			(16,697	)		(17,123	)		—
Non-subsidiary sources		—			(15,507	)		(17,006	)		—			(32,513	)
Net cash (used in) provided by investing activities		(10,019	)		28,332			(33,703	)		(17,123	)		(32,513	)
Intercompany sources		—			(17,123	)		—			17,123			—
Non-subsidiary sources		219,122			4,747			698			—			224,567
Net cash (used in) provided by financing activities		219,122			(12,376	)		698			17,123			224,567
Net increase (decrease) in cash and cash equivalents	$	197,871		$	(8,599	)	$	(1,153	)	$	—		$	188,119

SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF CASH FLOW

FOR THE YEAR ENDED DECEMBER 31, 2011

(stated in thousands of U.S. dollars)

	Parent			Combined subsidiary guarantors			Combined subsidiary non guarantors			Consolidating adjustments			Total consolidated amounts
Net loss	$	(18,235	)	$	(2,022	)	$	(4,666	)	$	6,688		$	(18,235	)
Loss from discontinued operations		—			—			—			—			—
Adjustments to reconcile net loss to net cash (used in) provided by operating activities from continuing operations		12,134			18,755			8,806			(6,688	)		33,007
Net cash (used in) provided by operating activities from continuing operations		(6,101	)		16,733			4,140			—			14,772
Net cash (used in) operating activities from discontinued operations		—			—			(15	)		—			(15	)
Net cash (used in) provided by operating activities		(6,101	)		16,733			4,125			—			14,757
Intercompany sources		(17,947	)		(1,322	)		(6,774	)		26,043			—
Non-subsidiary sources		—			(46,828	)		(51,035	)		—			(97,863	)
Net cash (used in) investing activities		(17,947	)		(48,150	)		(57,809	)		26,043			(97,863	)
Intercompany sources		—			31,543			(5,500	)		(26,043	)		—
Non-subsidiary sources		(15,000	)		13,395			13,237			—			11,632
Net cash (used in) provided by financing activities		(15,000	)		44,938			7,737			(26,043	)		11,632
Net increase (decrease) in cash and cash equivalents	$	(39,048	)	$	13,521		$	(45,947	)	$	—		$	(71,474	)

SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF CASH FLOW

FOR THE YEAR ENDED DECEMBER 31, 2010

(stated in thousands of U.S. dollars)

	Parent			Combined subsidiary guarantors			Combined subsidiary non guarantors			Consolidating adjustments			Total consolidated amounts
Net (loss) income	$	(4,920	)	$	14,544		$	(5,431	)	$	(9,113	)	$	(4,920	)
Loss from discontinued operations		—			—			515			—			515
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities from continuing operations		(1,601	)		31,076			(13,339	)		9,113			25,249
Net cash (used in) provided by operating activities from continuing operations		(6,521	)		45,620			(18,255	)		—			20,844
Net cash (used in) operating activities from discontinued operations		—			—			(1,950	)		—			(1,950	)
Net cash (used in) provided by operating activities		(6,521	)		45,620			(20,205	)		—			18,894
Intercompany sources		(60,822	)		(16,189	)		—			77,011			—
Non-subsidiary sources		—			(38,088	)		(18,001	)		—			(56,089	)
Net cash (used in) investing activities from continuing operations		(60,822	)		(54,277	)		(18,001	)		77,011			(56,089	)
Net cash provided by investing activities from discontinued operations		—			—			1,950			—			1,950
Net cash (used in) investing activities		(60,822	)		(54,277	)		(16,051	)		77,011			(54,139	)
Intercompany sources		—			1,354			75,657			(77,011	)		—
Non-subsidiary sources		75,281			(1,568	)		13,901			—			87,614
Net cash provided by financing activities		75,281			(214	)		89,558			(77,011	)		87,614
Net increase (decrease) in cash and cash equivalents	$	7,938		$	(8,871	)	$	53,302		$	—		$	52,369

XML

FINANCIAL INSTRUMENTS - 10Q (Details) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2013		Dec. 31, 2012		Dec. 31, 2011
ASSETS [Abstract]
Restricted cash to redeem 2014 Senior Notes	$ 182,115		$ 0
LIABILITIES [Abstract]
2014 Senior Notes and accrued interest	181,620		0		0
Ownership percentage of investments not estimated at fair value (in hundredths)	50.00%		50.00%
Carrying Amount [Member]
ASSETS [Abstract]
Cash and cash equivalents	131,315		222,215		34,096
Restricted cash to redeem 2014 Senior Notes	182,115
Restricted cash (current and noncurrent portion)	10,369		7,432		8,302
LIABILITIES [Abstract]
2014 Senior Notes and accrued interest	181,620
Long term financial debt (current and non-current portion - Note 5)	441,645	[1]	517,552	[1]	512,993	[1]
Estimated Fair Value [Member]
ASSETS [Abstract]
Cash and cash equivalents	131,315		222,215		34,096
Restricted cash to redeem 2014 Senior Notes	182,115
Restricted cash (current and noncurrent portion)	10,369		7,432		8,302
LIABILITIES [Abstract]
2014 Senior Notes and accrued interest	181,620
Long term financial debt (current and non-current portion - Note 5)	441,645	[1]	517,595	[1]	468,393	[1]
Fair Value, Measurements, Recurring [Member] | Level 1 [Member]
Current Liabilities [Abstract]
-Interest rate collar (included in other liabilities)	0		0
-Interest rate swap (included in other liabilities)	0		0
Noncurrent Liabilities [Abstract]
-Interest rate collar (included in other liabilities)	0		0
-Interest rate swap (included in other liabilities)	0		0
Fair Value, Measurements, Recurring [Member] | Level 2 [Member]
Current Liabilities [Abstract]
-Interest rate collar (included in other liabilities)	718		722
-Interest rate swap (included in other liabilities)	349		348
Noncurrent Liabilities [Abstract]
-Interest rate collar (included in other liabilities)	764		1,235
-Interest rate swap (included in other liabilities)	320		791
Fair Value, Measurements, Recurring [Member] | Level 3 [Member]
Current Liabilities [Abstract]
-Interest rate collar (included in other liabilities)	0		0
-Interest rate swap (included in other liabilities)	0		0
Noncurrent Liabilities [Abstract]
-Interest rate collar (included in other liabilities)	0		0
-Interest rate swap (included in other liabilities)	$ 0		$ 0

[1] The fair value of long term financial debt is measured using Level 2 fair value inputs.

XML

SIGNIFICANT ACCOUNTING POLICIES (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2013

Dec. 31, 2012

SIGNIFICANT ACCOUNTING POLICIES [Abstract]

Changes in Allowance for Doubtful Accounts

Changes in the allowance for doubtful accounts for the three years ended December 31, 2012, were as follow:

	For the years ended December 31,
	2012			2011			2010
Balance at January 1	$	841		$	555		$	411
Provision		1,559			598			377
Recovery		(293	)		-			(18	)
Amounts written off (1)		(191	)		(312	)		(215	)
Balance at December 31	$	1,916		$	841		$	555

(1)   Accounts charged to the allowance when collection efforts cease.

Operating Supplies and Inventories

Operating supplies and inventories are carried at the lower of cost or market and consist of the following:

	At December 31,
	2012		2011
River barges in progress and raw material related to barge production for sale to third parties	$	10,019	$	-
Fuel and supplies		3,619		4,520
	$	13,638	$	4,520

Estimated Useful Life of Assets

The estimated useful life of each of the Company's major categories of assets is as follows:

	Useful life (in years)
Ocean-going vessels	24 to 27
PSVs	24
River barges and push boats	35
Buildings	20 to 30
Furniture and equipment	5 to 15

Deferred Gains

The Company has entered into a river barges sale-leaseback transaction (Note 15) with a finance company.  Gains are deferred to the extent of the present value of future minimum lease payments and are amortized as reductions to rental expense over the applicable lease term.  Deferred gains activity related to these transactions for the year ended December 31, 2012 is as follows:

Balance at beginning of year	$	-
Deferred gains arising from sales		2,116
Amortization of deferred gains included in operating expenses as reduction to rental expense		(30	)
Balance at end of the year	$	2,086

Accumulated Other Comprehensive Loss

The components of accumulated other comprehensive income (loss) in the condensed consolidated balance sheets were as follows:

	At June 30, 2013 (unaudited)			At December 31, 2012
Unrealized net losses on interest rate collar	$	(1,482	)	$	(1,958	)
Unrealized net losses on interest rate swap		(190	)		(803	)
Unrealized net gains on EURO hedge		132			137
Accumulated other comprehensive income (loss)		(1,540	)		(2,624	)
Amounts attributable to noncontrolling interest		(12	)		(46	)
Amounts attributable to Ultrapetrol (Bahamas) Limited	$	(1,528	)	$	(2,578	)

The components of accumulated other comprehensive loss in the consolidated balance sheets were as follows:

	At December 31,
	2012			2011
Unrealized net losses on interest rate collar	$	(1,958	)	$	(1,727	)
Unrealized net losses on interest rate swaps		(803	)		(482	)
Unrealized net gains on EURO hedge		137			145
Accumulated other comprehensive loss		(2,624	)		(2,064	)
Amounts attributable to noncontrolling interest		(46	)		(27	)
Amounts attributable to Ultrapetrol (Bahamas) Limited	$	(2,578	)	$	(2,037	)

Outstanding Equity Awards Not Included in the Diluted Net Loss per Share Calculation

The following outstanding equity awards are not included in the diluted net income (loss) per share attributable to Ultrapetrol (Bahamas) Limited calculation because they would have had an antidilutive effect:

	For the six month periods ended June 30, (unaudited)
	2013		2012
Stock options		348,750		348,750
Restricted stock		-		680,000
Convertible debt		-		13,051,000
Total		348,750		14,079,750

The following outstanding equity awards are not included in the diluted net loss per share calculation because they would have had an antidilutive effect:

	For the years ended December 31,
	2012		2011		2010
Stock options		459,000		349,000		349,000
Restricted stock		329,000		705,000		520,000
Convertible debt		13,051,000		13,051,000		13,051,000
Total		13,839,000		14,105,000		13,920,000

Computation of Basic and Diluted Loss per Share

The following table sets forth the computation of basic and diluted net income (loss) per share attributable to Ultrapetrol (Bahamas) Limited:

	For the six month periods ended June 30, (unaudited)
	2013		2012
Net income (loss) attributable to Ultrapetrol (Bahamas) Limited	$	7,632	$	(19,217	)
Basic weighted average number of shares		140,092,934		29,568,622
Effect on dilutive shares-- Options and restricted stock		182,858		-
Diluted weighted average number of shares		140,275,792		29,568,622
Basic and diluted income (loss) per share attributable to Ultrapetrol (Bahamas) Limited	$	0.05	$	(0.65	)

The following table sets forth the computation of basic and diluted loss per share attributable to Ultrapetrol (Bahamas) Limited.

	For the years ended December 31,
	2012			2011			2010
Loss from continuing operations	$	(63,657	)	$	(18,805	)	$	(4,856	)
Loss from discontinued operations		-			-			(515	)
Net loss	$	(63,657	)	$	(18,805	)	$	(5,371	)

	For the years ended December 31,
	2012			2011			2010
Basic and diluted weighted average number of shares		35,382,913			29,547,365			29,525,025
Basic and diluted loss per share:
From continuing operations	$	(1.80	)	$	(0.64	)	$	(0.16	)
From discontinued operations		-			-			(0.02	)
	$	(1.80	)	$	(0.64	)	$	(0.18	)

Other Operating Income, Net

For the three years in the period ended December 31, 2012, this account includes:

	For the years ended December 31,
	2012		2011			2010
Arbitration award (1)	$	-	$	4,748		$	-
Gain on sale of vessels, net		3,564		-			724
Claims against insurance companies, net (2)		3,901		3,543			(46	)
Other		911		(34	)		(61	)
	$	8,376	$	8,257		$	617

(1)   One of our subsidiaries in the River Business, UABL Paraguay S.A., made a claim against a former customer in an arbitration proceeding where we claim damages for non performance under a transportation contract. On December 2, 2011 a final amount of $5,308 was awarded to the Company, which was collected on December 21, 2011. Due to the disputed nature of the claim, the Company had not recognized any income related to the claim and now since the arbitration proceeding was favorably settled and collected recognizing an income of $4,748, after deducting related legal fees of $560.

(2)   Corresponds to loss of hire insurance claims.

XML

STOCK COMPENSATION (Tables)

12 Months Ended

Dec. 31, 2012

STOCK COMPENSATION [Abstract]

Restricted Common Stock Activity

Activity with respect to restricted common stock is summarized as follows:

	For the years ended December 31,
	2012			2011			2010
Nonvested shares outstanding at January 1		680,781			703,827			755,914
Granted		329,375			-			12,689
Vested		(524,312	)		(23,046	)		(25,640	)
Forfeited		(156,469	)		-			(39,136	)
Nonvested shares outstanding at December 31		329,375			680,781			703,827

2006 Plan shares issued as of the end of year	1,246,503	838,644	783,358
Shares available for issuance under 2006 Plan as of the end of year	3,753,497	4,161,356	4,216,642

Stock Options Activity

Activity and related information with respect to the Company's stock options is summarized as follows:

	For the years ended December 31,
	2012				2011				2010
	Shares		Exercise price		Shares		Exercise price		Shares		Exercise price
Under option at January 1		348,750	$	11.00		348,750	$	11.00	$	348,750	$	11.00
Options granted		109,762		1.43		-		-		-		-
Options exercised		-		-		-		-		-		-
Options forfeited or expired		-		-		-		-		-		-
Under option at December 31		458,512	$	8.71		348,750	$	11.00		348,750	$	11.00
Options exercisable at December 31		348,750		11.00		348,750		11.00		348,750		11.00

XML

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

12 Months Ended

Dec. 31, 2012

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION [Abstract]

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

12.   SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

Interest and income taxes paid for the three years in the period ended December 31, 2012, from continuing operations were as follows:

	For the years ended December 31,
	2012	2011		2010
Interest paid	30,131	$	26,866	$	21,750
Income taxes paid	1,014		316		100

XML

COMMITMENTS AND CONTINGENCIES

6 Months Ended

12 Months Ended

Jun. 30, 2013

Dec. 31, 2012

COMMITMENTS AND CONTINGENCIES [Abstract]

COMMITMENTS AND CONTINGENCIES

6. COMMITMENTS AND CONTINGENCIES

The Company is subject to legal proceedings, claims and contingencies arising in the ordinary course of business. When such amounts can be estimated and the contingency is probable, management accrues the corresponding liability. While the ultimate outcome of lawsuits or other proceedings against the Company cannot be predicted with certainty, management does not believe the costs of such actions will have a material effect on the Company´s consolidated financial position or results of operations.

a) Claims in Paraguay

UABL – Ciudad del Este Customs Authority

On September 21, 2005 the local Customs Authority of Ciudad del Este, Paraguay issued a finding that certain UABL entities owe taxes to that authority in the amount of $2,200, together with a fine for non-payment of the taxes in the same amount, in respect of certain operations of our River Business for the prior three-year period. This matter was referred to the Central Customs Authority of Paraguay.

After review of the entire case the Paraguayan Central Tax Authorities who have jurisdiction over the matter have confirmed the Company has no liability in respect of two of the three matters at issue, while they held a dissenting view on the third issue. Through a Resolution which was notified to UABL on October 13, 2006 the Paraguayan Undersecretary for Taxation has confirmed that, in his opinion, the Company is liable for a total of approximately $500 and has applied a fine of 100% of this amount. On November 24, 2006, the court confirmed that UABL were not liable for the first two issues. The Company has entered a plea with the respective court contending the interpretation on the third issue under consideration where the Company claims to be equally non-liable.

On March 26, 2009, the Tax and Administrative Court decided that UABL was not liable for the third issue under discussion (the tax base used by UABL's entities to calculate the applicable withholding tax). On April 2, 2009, the Paraguayan Tax Authorities appealed the Tax and Administrative Court's decision. On September 22, 2010 the Paraguayan Supreme Court revoked the March 26, 2009, ruling of the Tax and Administrative Court and confirmed the decision of the Paraguayan Undersecretary for Taxation.

For the year ended December 31, 2010 the Company recorded a charge totaling $1,294 for the full and final settlement of this claim.

In parallel with this ruling the Office of the Treasury Attorney initiated an action in respect of the other two issues concerned in this litigation (which had been terminated on November 24, 2006, with the admission of Central Tax Authorities that no taxes were due for these two issues and the consequent dropping of the action by the plaintiffs) to review certain formal aspects of the case on the grounds that the Paraguay Customs Department did not represent the interests of Paraguay. UABL submitted a defense in relation to the action commenced by the Office of the Treasury Attorney. Subsequently, the Office of the Treasury Attorney filed a response with regard to our defense. The evidentiary stage of the proceedings has concluded and a decision of the Court is pending. Aside from the mentioned procedures, the Customs Authorities of Paraguay have reopened the proceedings against UABL S.A., UABL Paraguay S.A. and Yataity S.A. in connection with the possible reopening of the case pending a decision of the reopening of the case in court. Counsel notified the Customs to hold the proceedings until such decision of the court is received and also contest any new investigation into the matter on the grounds that the action is time barred. In one of those reopened proceedings the Customs Authorities of Paraguay made a wrong determination of the taxes owe and fines and upon UABL's request through the submission of a remedy such customs authorities issued a final resolution on August 8, 2012 with a revised adjustment, where they found UABL S.A., UABL Paraguay S.A. and Yataity S.A. liable to pay approximately $400 subject to a fine of 100% of that amount. Having ended the administrative proceedings, on August 10, 2012 UABL commenced judicial proceedings to obtain a court judgment to rule off the erroneous decision of the Customs Authorities based on the fact the sum of $400 was duly paid and that no fine should then be imposed. We have been advised by UABL's counsel in the case that there is only a remote possibility that the Paraguayan Courts would find UABL liable for any of these taxes or fines still in dispute or that the final outcome of these proceedings could have a material adverse impact on the consolidated financial position or results of operations of the Company.

UABL Paraguay S.A. - Paraguayan Customs Asunción

On April 7, 2009, the Paraguayan Customs in Asunción commenced administrative proceedings against UABL Paraguay S.A. alleging infringement of Customs regulations (smuggling) due to lack of submission of import clearance documents in Paraguay for some bunkers purchased between January 9, 2007 and December 23, 2008 from YPF S.A. in Argentina. Since those bunkers were purchased for consumption on board pushboats, UABL Paraguay S.A. submitted a defense on April 23, 2009, requesting the closing of those proceedings based on the non-infringement of Customs regulations; however the proceedings were not closed. On August 21, 2009, as part of the evidence to be rendered in the Customs proceedings UABL Paraguay S.A. submitted a technical report of the Paraguayan Coast Guard stating that all parcels of bunkers purchased by UABL Paraguay S.A. from YPF S.A. were consumed onboard the push boats. We were advised that the Paraguayan Customs in Ciudad del Este also commenced administrative proceedings against UABL Paraguay S.A. for the same reasons as the Customs in Asuncion; however those proceedings have been suspended. Customs Authorities appraised the bunkers and determined the corresponding import tax and fine to be $2,000. On March 22, 2010 the Customs in Asuncion issued their ruling on the matter imposing a fine of Gs. 54.723.820 (approximately $12), and UABL Paraguay S.A. will be paying the fine with the aim to end these proceedings. In parallel with this ruling the denouncing parties in Ciudad del Este submitted remedies against the decision of Customs in Asuncion arguing that such ruling was taken without bringing both dossiers together. Our legal counsel has recently advised that the Director of Customs in Asuncion decided to render null the ruling dated March 22, 2010 and ordered evidence to be filed in respect of years 2003 to 2006 before issuing the final ruling.

In a similar manner, on September 20, 2010 the Paraguayan Customs in Asuncion received a complaint against UABL Paraguay S.A. alleging infringement of Customs regulations due to lack of submission of import clearance documents in Paraguay for bunkers purchased during 2009 and 2010, from YPF S.A. in Argentina. UABL Paraguay S.A. submitted its defense together with all documents related to the bunker purchases.

Our legal counsel is of the opinion that remedies will be rejected and therefore that there is only a remote possibility that UABL Paraguay S.A. will finally be found liable for any such taxes or fines and / or that these proceedings will have financial material adverse impact on the consolidated financial position or results of operations of the Company.

Oceanpar S.A. and UABL Paraguay S.A. - Customs investigation in connection with reimportation of barges subject to conversion

Oceanpar S.A. was notified of this investigation on June 17, 2011. The matter under investigation is whether UABL Paraguay S.A. paid all import taxes and duties corresponding to the reimportation of barges submitted to conversion in foreign yards. On June 24, 2011 Oceanpar S.A. and UABL Paraguay S.A. submitted the evidence of all payments effected in 2008 corresponding to the reimportation of these barges. The evidentiary stage of the proceedings was concluded and the Customs issued its ruling on the matter imposing a fine of Gs. 2.791.514.822 (approximately $605). Oceanpar S.A. and UABL Paraguay S.A. made an administrative submission asking for a reconsideration of the decision, which was rejected on June 18, 2013. On July 18, 2013, Oceanpar S.A. and UABL Paraguay S.A. commenced judicial proceedings in order to appeal the said decisions. Our local counsel has advised that there is only a remote possibility that these proceedings will have a material adverse impact on our consolidated financial position or results of operations of the Company.

UABL Paraguay S.A. - Paraguayan Tax Authority

On December 15, 2011, as a result of a previous investigation, the Paraguayan Tax Authorities gave notice that UABL Paraguay S.A. would have improperly used some fiscal credit and suggested some rectifications to be made. The aforementioned tax authorities also informed that UABL Paraguay S.A. may owe taxes due to differences in the rate applied to certain fiscal remittance incomes related to the operation of some barges under leasing. We believe that this finding is erroneous and UABL Paraguay S.A. commenced administrative proceedings on December 23, 2011, in order to refute the said findings and formally replied to all of the allegations upon which the finding was made. A decision of the administrative authorities is now pending. The potential amount in dispute has not been calculated yet but it should not exceed approximately $3,000. The proceedings are purely administrative at this point and if the tax authorities should decide to insist with their opinion the Company intends to contest the same in a judicial court. Our local counsel has advised that there is only a remote chance that these proceedings, when ultimately resolved by a judicial court, will have a material adverse impact on our consolidated financial position or results of operations of the Company.

Obras Terminales y Servicios S.A. - Judicial Administration

On August 16, 2009, Mrs. Maria L. Rodriguez-Mendieta (hereinafter the "Plaintiff") commenced legal proceedings in Ciudad del Este, Paraguay against Obras Terminales y Servicios S.A. (hereinafter "OTS"), UABL Terminals (Paraguay) S.A., a Company in which we indirectly own fifty percent and which own a terminal that we operate under a lease in our River Business, certain directors and representatives in our River Business, and some of Mr.Abadie's successors and assigns. The Plaintiff alleges to be the holder of 50% of the capital stock of OTS that belongs to the Abadie family. OTS is the Company's 50% subsidiary that owns Tres Fronteras terminal. On August 21, 2009, the competent court granted an injunction to intervene OTS by appointing a Judicial Manager who replaced OTS' board of directors, while the appeal of this injunction is still pending such a court decision continues in effect. The Plaintiff is arguing that an extraordinary shareholders meeting of OTS held in 2005 resolved to increase the capital stock and consequently the whole of OTS' shares certificates were substituted prejudicing her rights since her shares certificates were neither cancelled nor substituted by new certificates. The Plaintiff is requesting the Paraguayan court: a) to recognize her capacity of shareholder of OTS in substitution of the Abadie family; b) payment of dividends; c) nullity of some legal acts; and d) removal of OTS' managers. All defendants have submitted their defenses before the competent court, however due to several motions and preceding exceptions, the evidence stage has not been reached yet. We have been advised by local counsel that if the Plaintiff succeeds in her plead, it will only affect the Abadie family without causing any financial material adverse effect on the remaining 50% capital stock of OTS that belongs to UABL Terminals (Paraguay) S.A.

b) Tax claim in Bolivia

On November 3, 2006 and April 25, 2007, the Bolivian Tax Authority ("Departamento de Inteligencia Fiscal de la Gerencia Nacional de Fiscalización") issued a notice in the Bolivian press advising that UABL International S.A. would owe taxes to that authority. On June 18, 2007, legal counsel in Bolivia submitted points of defense to the Bolivian tax authorities.

On August 27, 2007 the Bolivian tax authorities gave notice of a resolution determining the taxes (value added tax, transaction tax and income tax) that UABL International S.A. would owe to them in the amount of approximately $5,800 (including interest and fines). On October 10, 2007, legal counsel in Bolivia gave notice to the Bolivian tax authorities of the lawsuit commenced by UABL International S.A. to refute the resolution above mentioned.

On August 1, 2008, UABL International S.A. was served with a notice informing that the Bolivian Tax Authorities had replied to the lawsuit started by us. On August 22, 2008 a hearing and judicial inspection took place at Puerto Quijano, Bolivia. On August 30, 2008 both parties submitted their arguments to the judge, completing this part of the case. On August 12, 2009, UABL International S.A. was served with the judgment of the Bolivian court deciding in favor of the Bolivian tax authorities. On August 22, 2009, UABL International S.A. submitted an appeal to the lower court judgment to which Bolivian tax authorities have contested. The Court of appeal confirmed the judgment of the Lower Court. UABL International S.A. has submitted a cassation appeal (an appeal on points of law) before the Bolivian Supreme Court, who after we ceased to be the owner of UABL International S.A. we understand confirmed the judgment of the Lower Court.

On June 26, 2008, the same Bolivian court ordered a preemptive embargo against all barges owned by UABL International S.A. that may be registered in the International Bolivian Registry of Ships, or RIBB. According to Company's local counsel this preemptive embargo under Bolivian law has no effect over the right to use its assets nor does it have any implication over the final decision of the court, the substance of the matter and in this case it is ineffective since UABL International S.A. did not have any assets owned by it registered in the RIBB. The shares of UABL International S.A. have ceased to belong to our Company and we have been advised by legal counsel that there is only a remote possibility that we would finally be found liable for any of these taxes or fines and / or that these proceedings will have financial material adverse impact on the consolidated financial position or results of operations of the Company.

c) Ultrapetrol S.A. – Argentine Secretary of Industry and Argentine Customs Office

On June 24, 2009, Ultrapetrol S.A. (hereinafter "UPSA") requested to the Argentine Secretary of Industry, an authorization to re-export some unused steel plates that had been temporarily imported for industrialized conversion by means of vessels repairs. The total weight of those steel plates was 473 tons and their import value was approximately $370. The request of UPSA to the Secretary of Industry was based on the cancellations made by some related shipping companies that had formerly requested repair services for their vessels. Such repairs cancellations prevented UPSA to conduct the industrialized conversion of the above referred steel plates. On August 7, 2009, since UPSA commenced negotiations with two shipping companies for repairing some of their vessels, a time extension was requested to the Argentine Secretary of Industry, and alternatively it was also requested to grant the previously requested authorization to re-export the steel plates without industrialized conversion. On January 21, 2010, the competent authority rejected the time extension request and did not resolve the alternative authorization request. On February 25, 2010, UPSA made an administrative submission asking for a reconsideration of the decision, which was rejected on April 27, 2010. On November 4, 2011, UPSA submitted an administrative appeal before the Ministry of Industry, and its decision is still pending. In the event that steel plates cannot be exported, payable import duties and Customs' charges would amount to approximately $900, however in case of payment UPSA would have offsetting-tax credits amounting to approximately $300. We have been advised by local counsel that there is a positive prospect of obtaining the requested authorization for re-exporting the steel plates and we don't expect the resolution of these administrative proceedings to have a material adverse impact on the consolidated financial position or results of operations of the Company.

8.   COMMITMENTS AND CONTINGENCIES (to be update)

The Company is subject to legal proceedings, claims and contingencies arising in the ordinary course of business. When such amounts can be estimated and the contingency is probable, management accrues the corresponding liability.  While the ultimate outcome of lawsuits or other proceedings against the Company cannot be predicted with certainty, management does not believe the costs of such actions will have a material effect on the Company´s consolidated financial position or results of operations.

a)   Claims in Paraguay

UABL – Ciudad del Este Customs Authority

On September 21, 2005 the local Customs Authority of Ciudad del Este, Paraguay issued a finding that certain UABL entities owe taxes to that authority in the amount of $2,200, together with a fine for non-payment of the taxes in the same amount, in respect of certain operations of our River Business for the prior three-year period.  This matter was referred to the Central Customs Authority of Paraguay.

After review of the entire case the Paraguayan Central Tax Authorities who have jurisdiction over the matter have confirmed the Company has no liability in respect of two of the three matters at issue, while they held a dissenting view on the third issue.  Through a Resolution which was notified to UABL on October 13, 2006 the Paraguayan Undersecretary for Taxation has confirmed that, in his opinion, the Company is liable for a total of approximately $500 and has applied a fine of 100% of this amount.  On November 24, 2006, the court confirmed that UABL were not liable for the first two issues.  The Company has entered a plea with the respective court contending the interpretation on the third issue under consideration where the Company claims to be equally non-liable.

On March 26, 2009, the Tax and Administrative Court decided that UABL was not liable for the third issue under discussion (the tax base used by UABL's entities to calculate the applicable withholding tax). On April 2, 2009, the Paraguayan Tax Authorities appealed the Tax and Administrative Court decision. On September 22, 2010 the Paraguayan Supreme Court revoked the March 26, 2009, ruling of the Tax and Administrative Court and confirmed the decision of the Paraguayan Undersecretary for Taxation.

For the year ended December 31, 2010 the Company recorded a charge totaling $1,294 for the full and final settlement of this claim.

In parallel with this ruling the Office of the Treasury Attorney has initiated an action in respect of the other two issues concerned in this litigation (which had been terminated on November 24, 2006, with the admission of Central Tax Authorities that no taxes were due for these two issues and the consequent dropping of the action by the plaintiffs) to review certain formal aspects of the case on the grounds that the Paraguay Customs Department did not represent the interests of Paraguay. UABL has submitted a defense in relation to the action commenced by the Office of the Treasury Attorney. Subsequently, the Office of the Treasury Attorney filed a response with regard to our defense. The evidentiary stage of the proceedings has concluded and a decision of the court is pending. Aside from the mentioned procedures, the Customs Authorities of Paraguay have reopened the proceedings against UABL S.A., UABL Paraguay S.A. and Yataity S.A. in connection with the possible reopening of the case pending a decision of the reopening of the case in court.  Counsel notified the Customs to hold the proceedings pending a decision of the court and also contest any new investigation into the matter on the grounds that the action is time barred. In one of those proceedings the customs authorities of Paraguay made a wrong determination of the taxes owe and fines and upon UABL's request through the submission of a remedy such customs authorities issued a final resolution on August 8, 2012 with a revised adjustment, where they found UABL S.A., UABL Paraguay S.A. and Yataity S.A. liable to pay approximately $400 subject to a fine of 100% of that amount.  Having ended the administrative proceedings, on August 10, 2012 UABL commenced judicial proceedings to obtain a court judgment to rule off the erroneous decision of the customs authorities based on the fact a court judgment to rule off the erroneous decision of the customs authorities based on the fact the sum of $400 was duly paid and that no fine should then be imposed. We have been advised by UABL's counsel in the case that there is only a remote possibility that a judicial court would find UABL liable for any of these taxes or fines still in dispute or that the final outcome of these proceedings could have a material adverse impact on the consolidated financial position or results of operations of the Company.

UABL Paraguay S.A. -  Paraguayan Customs Asunción

On April 7, 2009, the Paraguayan Customs in Asunción commenced administrative proceedings against UABL Paraguay S.A. alleging infringement of Customs regulations (smuggling) due to lack of submission of import clearance documents in Paraguay for some bunkers purchased between January 9, 2007 and December 23, 2008 from YPF-Repsol S.A. in Argentina.  Since those bunkers were purchased for consumption on board pushboats, UABL Paraguay S.A. submitted a defense on April 23, 2009, requesting the closing of those proceedings based on the non-infringement of Customs regulations; however the proceedings were not closed. On August 21, 2009, as part of the evidence to be rendered in the Customs proceedings UABL Paraguay S.A. submitted a technical report of the Paraguayan Coast Guard stating that all parcels of bunkers purchased by UABL Paraguay S.A. from YPF-Repsol S.A. were consumed onboard the push boats. We were advised that the Paraguayan Customs in Ciudad del Este also commenced administrative proceedings against UABL Paraguay S.A. for the same reasons as the Customs in Asuncion; however those proceedings have been suspended. Customs Authorities appraised the bunkers and determined the corresponding import tax and fine to be $2,000. On March 22, 2010 the Customs in Asuncion issued their ruling on the matter imposing a fine of Gs. 54.723.820 (approximately $12), and UABL Paraguay S.A. will be paying the fine with the aim to end these proceedings. In parallel with this ruling the denouncing parties in Ciudad del Este submitted remedies against the decision of Customs in Asuncion arguing that such ruling was taken without bringing both dossiers together. Our legal counsel has recently advised that the Director of Customs in Asuncion decided to render null the ruling dated March 22, 2010 and ordered evidence to be filed in respect of years 2003 to 2006 before issuing the final ruling. In a similar manner, on September 20, 2010 the Paraguayan Customs in Asuncion received a complaint against UABL Paraguay S.A. alleging infringement of Customs regulations due to lack of submission of import clearance documents in Paraguay for bunkers purchased during 2009 and 2010, from YPF-Repsol S.A. in Argentina.  UABL Paraguay S.A. submitted its defense together with all documents related to the bunker purchases.

Our legal counsel is of the opinion that remedies will be rejected and therefore that there is only a remote possibility that UABL Paraguay S.A. will finally be found liable for any such taxes or fines and / or that these proceedings will have financial material adverse impact on the consolidated financial position or results of operations of the Company.

Oceanpar S.A. and UABL Paraguay S.A. - Customs investigation in connection with reimportation of barges subject to conversion

Oceanpar S.A. was notified of this investigation on June 17, 2011. The matter under investigation is whether UABL Paraguay S.A. paid all import taxes and duties corresponding to the reimportation of barges submitted to conversion in foreign yards. On June 24, 2011 Oceanpar S.A. and UABL Paraguay S.A. submitted the evidence of all payments effected in 2008 corresponding to the reimportation of these barges. Our Counsel has advised that there is only a remote possibility that these proceedings will have a material adverse impact on our consolidated financial position or results of operations of the Company.

UABL Paraguay S.A. - Paraguayan Tax Authority

On December 15, 2011, as a result of a previous investigation, the Paraguayan Tax Authorities gave notice that UABL Paraguay S.A. would have improperly used some fiscal credit and suggested some rectifications to be made. The aforementioned tax authorities also informed that UABL Paraguay S.A. may owe taxes due to differences in the rate applied to certain fiscal remittance incomes related to the operation of some barges under leasing. We believe that this finding is erroneous and UABL Paraguay S.A. commenced administrative proceedings on December 23, 2011, in order to refute the said findings and formally replied to all of the allegations upon which the finding was made. A decision of the administrative authorities is now pending.  The potential amount in dispute has not been calculated yet but it should not exceed approximately $3,000. The proceedings are purely administrative at this point and if the tax authorities should decide to insist with their opinion the Company intends to contest the same in a judicial court. Our local counsel has advised that there is only a remote chance that these proceedings, when ultimately resolved by a judicial court, will have a material adverse impact on our consolidated financial position or results of operations of the Company.

Obras Terminales y Servicios S.A. - Judicial Administration

On August 16, 2009, Mrs. Maria L. Rodriguez-Mendieta (hereinafter the "Plaintiff") commenced legal proceedings in Ciudad del Este, Paraguay against Obras Terminales y Servicios S.A. (hereinafter "OTS"), UABL Terminals (Paraguay) S.A., our subsidiary on the River Business, certain directors and representatives in our River Business, and some of Mr.Abadie's successors and assigns. The Plaintiff was the concubine of Mr. Benito "Tito" Abadie who died after some years of illness on October 21, 2010. The Plaintiff alleges to be the holder of 50% of the capital stock of OTS that belongs to the Abadie family. OTS is the Company's 50% subsidiary that owns Tres Fronteras terminal. On August 21, 2009, the competent court granted an injunction to intervene OTS by appointing a Judicial Manager who replaced OTS' board of directors, while the appeal of this injunction is still pending such a court decision continues in effect. The Plaintiff is arguing that an extraordinary shareholders meeting of OTS held in 2005 resolved to increase the capital stock and consequently the whole of OTS' shares certificates were substituted prejudicing her rights since her shares certificates were neither cancelled nor substituted by new certificates. The Plaintiff is requesting the Paraguayan court: a) to recognize her capacity of shareholder of OTS in substitution of the Abadie family; b) payment of dividends; c) nullity of some legal acts; and d) removal of OTS' managers. All defendants have submitted their defenses before the competent court, however due to several motions and preceding exceptions, the evidence stage has not been reached yet. We have been advised by local counsel that if the Plaintiff succeeds in her plead, it will only affect the Abadie family without causing any financial material adverse effect on the remaining 50% capital stock of OTS that belongs to UABL Terminals (Paraguay) S.A.

b)   Tax claim in Bolivia

On November 3, 2006 and April 25, 2007, the Bolivian Tax Authority ("Departamento de Inteligencia Fiscal de la Gerencia Nacional de Fiscalización") issued a notice in the Bolivian press advising that UABL International S.A. would owe taxes to that authority. On June 18, 2007, legal counsel in Bolivia submitted points of defense to the Bolivian tax authorities.

On August 27, 2007 the Bolivian tax authorities gave notice of a resolution determining the taxes (value added tax, transaction tax and income tax) that UABL International S.A. would owe to them in the amount of approximately $5,800 (including interest and fines). On October 10, 2007, legal counsel in Bolivia gave notice to the Bolivian tax authorities of the lawsuit commenced by UABL International S.A. to refute the resolution above mentioned.

On August 1, 2008, UABL International S.A. was served with a notice informing that the Bolivian Tax Authorities had replied to the lawsuit started by us. On August 22, 2008 a hearing and judicial inspection took place at Puerto Quijano, Bolivia. On August 30, 2008 both parties submitted their arguments to the judge, completing this part of the case.  On August 12, 2009, UABL International S.A. was served with a judgment of a Bolivian court ruling on certain taxes allegedly due by UABL International S.A. On August 22, 2009, UABL International S.A. submitted an appeal to the lower court judgment to which Bolivian tax authorities have contested.  The Court of appeal confirmed the judgment of the Lower Court.  UABL International S.A. has submitted a cassation appeal (an appeal on points of law) which is currently pending before the Bolivian Supreme Court.

On June 26, 2008, the same Bolivian court ordered a preemptive embargo against all barges owned by UABL International S.A. that may be registered in the International Bolivian Registry of Ships, or RIBB. According to Company's local counsel this preemptive embargo under Bolivian law has no effect over the Company's right to use its assets nor does it have any implication over the final decision of the court, the substance of the matter and in this case it is ineffective since UABL International S.A. did not have any assets owned by it registered in the RIBB. Moreover, UABL International S.A. had challenged the judge's decision to place the embargo.  On November 15, 2008, the lower court reconfirmed the embargo. UABL International S.A. appealed the decision of the lower court, which was later reconfirmed by a higher court. The shares of UABL International S.A. have ceased to belong to our Company and we have been advised by legal counsel that there is only a remote possibility that we would finally be found liable for any of these taxes or fines and / or that these proceedings will have financial material adverse impact on the consolidated financial position or results of operations of the Company.

June 26, 2008, the same Bolivian court ordered a preemptive embargo against all barges owned by UABL International S.A. that may be registered in the International Bolivian Registry of Ships, or RIBB. According to Company's local counsel this preemptive embargo under Bolivian law has no effect over the Company's right to use its assets nor does it have any implication over the final decision of the court, the substance of the matter and in this case it is ineffective since UABL International S.A. did not have any assets owned by it registered in the RIBB. Moreover, UABL International S.A. had challenged the judge's decision to place the embargo. On November 15, 2008, the lower court reconfirmed the embargo. UABL International S.A. appealed the decision of the lower court, which was later reconfirmed by a higher court. The shares of UABL International S.A. have ceased to belong to our Company and we have been advised by legal counsel that there is only a remote possibility that we would finally be found liable for any of these taxes or fines and / or that these proceedings will have financial material adverse impact on the consolidated financial position or results of operations of the Company.

c)   Ultrapetrol S.A. – Argentine Secretary of Industry and Argentine Customs Office

On June 24, 2009, Ultrapetrol S.A. (hereinafter "UPSA") requested to the Argentine Secretary of Industry, an authorization to re-export some unused steel plates that had been temporarily imported for industrialized conversion by means of vessels repairs. The total weight of those steel plates was 473 tons and their import value was approximately $370. The request of UPSA to the Secretary of Industry was based on the cancellations made by some related shipping companies that had formerly requested repair services for their vessels. Such repairs cancellations prevented UPSA to conduct the industrialized conversion of the above referred steel plates. On August 7, 2009, since UPSA commenced negotiations with two shipping companies for repairing some of their vessels, a time extension was requested to the Argentine Secretary of Industry, and alternatively it was also requested to grant the previously requested authorization to re-export the steel plates without industrialized conversion. On January 21, 2010, the competent authority rejected the time extension request and did not resolve the alternative authorization request. On February 25, 2010, UPSA made an administrative submission asking for a reconsideration of the decision, which was rejected on April 27, 2010. On November 4, 2011, UPSA submitted an administrative appeal before the Ministry of Industry, and its decision is still pending. In the event that steel plates cannot be exported, payable import duties and Customs' charges would amount to approximately $900, however in case of payment UPSA would have offsetting-tax credits amounting to approximately $300. We have been advised by local counsel that there is a positive prospect of obtaining the requested authorization for re-exporting the steel plates and we don't expect the resolution of these administrative proceedings to have a material adverse impact on the consolidated financial position or results of operations of the Company.

d)   Indemnification to Sparrow under the investment agreement

The investment agreement entered into with Sparrow described in Note 1 provides for our responsibility for certain liabilities related to our business. We provide indemnification in favor of Sparrow for certain matters, including labor matters, taxes, litigations, compliance with laws, environmental matters, insurances, vessels, among others as of December 12, 2012, the date of the closing of the investment agreement. These indemnification obligations will generally expire sixteen months after the closing date or six years after the closing date in the case of certain tax matters, and with certain indemnification obligations surviving indefinitely.

The Company shall not be liable for indemnity obligations unless and until the aggregate amount of indemnifiable losses equals or exceeds $10,000 with a deductible in the amount of $4,400, subject to certain exceptions. The maximum amount of indemnifiable losses which may be recovered from the Company shall not exceed $28,600 subject to certain exceptions.

e)   Lease obligations

Rental expense under continuing obligations for the three years ended December 31, 2012 was $849, $1,119 and $1,048, respectively. At December 31, 2012, obligations under the companies' operating leases for office spaces and a ship repair facility with initial or remaining lease terms longer than one year were as follows:

The Company and its subsidiaries lease buildings for office spaces and a ship repair facility under various operating leases, which expire from 2012 to 2017 and which generally have renewal options at similar terms.

Year ending December 31,
2013	$	1,016
2014		917
2015		273
2016		68
2017		58
Total	$	2,332

On April 6, 2008 we entered into a three-year bareboat charter for an 11,299 dwt, 2006 built product tanker, the M/T Austral which was extended for minimum 35 and maximum 37 months commencing on December 1, 2010.  The minimum obligations for the remaining term subsequent to December 31, 2012 is $1,292 in 2013.  On March 25, 2009 we entered into a one-year bareboat charter for a 5,706 dwt, 2008 built product tanker, the M/T Mediator which was re-delivered to her owner on October 6, 2010.  Rent expense for the three years ended December 31, 2012 was $1,536, $1,557 and $4,940, respectively.  When cash rental payments are not made on a straight–line basis, we recognize rental expense on a straight–line basis over the lease term.

On April 25, 2012, we entered into a bareboat charter agreement with a non-related party to charter twenty-four jumbo dry barges as described in Note 15.

f)   Charters-out

The future minimum revenues, before reduction for brokerage commissions, expected to be received on time charter agreements of our PSVs in our Offshore Supply Business chartered five in Brazil and one in North Sea, which terms are longer than one year were as follows:

Year ending December 31,
2013	$	34,238
2014		22,503
2015		13,492
2016		5,742
Total	$	75,975

The future minimum revenues, before reduction for brokerage commissions of three of our handy size-small product tanker vessels (one of them leased) in our Ocean Business chartered in South America, expected to be received on time charter agreements, which terms are longer than one year were as follows:

Year ending December 31,
2013	$	18,090
2014		5,412
Total	$	23,502

On November 12, 2012, one of our subsidiaries in the River Business, entered into a transshipment services agreement to provide storage and transshipment services of cargo from river barges to ocean export vessel through our Parana Petrol barge, for a three-year term from June 1, 2013.  The future minimum revenues, before reduction for commissions, expected to be received were as follows: $6,600 in 2013, $13,200 in each of 2014 and 2015 and $6,600 in 2016.

Revenues from time charter agreements are generally not received when a vessel, is off-hire, which includes time required for normal periodic maintenance of the vessel. In arriving at the minimum future charter revenues, an estimated time off-hire to perform periodic maintenance on each vessel has been deducted, although there is no assurance that such estimate will be reflective of the actual off-hire in the future. The scheduled future minimum revenues should not be construed to reflect total shipping revenues for any of the periods.

g)   Other

At December 31, 2012, we employed several employees as crew on our vessels, land-based employees and shipyard workers.  These seafarers and shipyard workers are covered by industry-wide collective bargaining agreements that set basic standards applicable to all companies who hire such individuals in these industries.  Because most of our employees are covered by these industry-wide collective bargaining agreements, failure of industry groups to renew these agreements may disrupt our operations and adversely affect our earnings.  In addition, we cannot assure that these agreements will prevent labor interruptions.  While we have had no significant labor interruption in the past we do not believe any labor interruptions will disrupt our operations and harm our financial performance.

On our River Business, different degrees of unionization of our employees and crewmembers may lead to a change or leveling of such unionization, which could result in higher costs for us, thus affecting our results of operations. Furthermore, due to the unionized nature of our activity in South America, while in the process of negotiating such leveling, our operations may be affected by strikes in our River and Ocean businesses, causing us to suffer delays due to lack of the necessary crewing onboard our pushboats and ocean vessels. In our barge building facility at Punta Alvear, our workforce is also mainly unionized and negotiations over wages and conditions may have very little bearing on negotiations we have with our other employees and crew members.

XML

INCOME TAXES

6 Months Ended

12 Months Ended

Jun. 30, 2013

Dec. 31, 2012

INCOME TAXES - 10Q [Abstract]

INCOME TAXES

9. INCOME TAXES

The Company operates through its subsidiaries, which are subject to several tax jurisdictions, as follows:

a) Bahamas

The earnings from shipping operations were derived from sources outside the Bahamas and such earnings were not subject to Bahamian taxes.

b) Panama

The earnings from shipping operations were derived from sources outside Panama and such earnings were not subject to Panamanian taxes.

c) Paraguay

Our subsidiaries in Paraguay are subject to Paraguayan corporate income taxes.

d) Argentina

Our subsidiaries in Argentina are subject to Argentine corporate income taxes.

In Argentina, the tax on minimum presumed income ("TOMPI"), supplements income tax since it applies a minimum tax on the potential income from certain income generating-assets at a 1% tax rate. The Companies' tax obligation in any given year will be the higher of these two tax amounts. However, if in any given tax year TOMPI exceeds income tax, such excess may be computed as payment on account of any excess of income tax over TOMPI that may arise in any of the ten following years.

e) Brazil

Our subsidiaries in Brazil are subject to Brazilian corporate income taxes.

Income taxes in Brazil include federal income tax and social contribution (which is an additional federal income tax). Income tax is computed at the rate of 15%, plus a surtax of 10% on the amount that exceeds Brazilian reais 240,000 (equivalent to $108 at June 30, 2013) based on pretax income, adjusted for additions and exclusions established by the Brazilian tax legislation. Social contribution is calculated at the rate of 9%, on pretax income, in conformity with the tax law.

UP Offshore Apoio Maritimo Ltda., has foreign currency exchange gains recognized for tax purposes only in the period the debt (including intercompany transactions) is extinguished. A deferred income tax liability is recognized in the period the foreign currency exchange rate changes equal to the future taxable income at the applicable tax rate.

f) Chile

Our subsidiary in the Ocean Business, Corporación de Navegación Mundial S.A. (Cor.Na.Mu.S.A.) is subject to Chilean corporate income taxes.

g) United Kingdom (UK)

Our subsidiary in the Offshore Supply Business, UP Offshore (UK) Limited, is not subject to corporate income tax in the United Kingdom, rather, it qualifies under UK tonnage tax rules and pays a flat rate based on the net tonnage of qualifying PSVs.

h) United States of America (US)

Under the US Internal Revenue Code of 1986, as amended, or the Code, 50% of the gross shipping income of our vessel owning or chartering subsidiaries attributable to transportation that begins or ends, but that does not both begin and end, in the US are characterized as US source shipping income. Such income is subject to 4% US federal income tax without allowance for deduction, unless our subsidiaries qualify for exemption from tax under Section 883 of the Code and the Treasury Regulations promulgated thereunder.

For the six-month period ended June 30, 2013, our subsidiaries did not derive any US source shipping income. Therefore our subsidiaries are not subject to any U.S. federal income taxes, except our ship management services provided by Ravenscroft.

9.   INCOME TAXES

The Company operates through its subsidiaries, which are subject to several tax jurisdictions, as follows:

a)   Bahamas

The earnings from shipping operations were derived from sources outside the Bahamas and such earnings were not subject to Bahamian taxes.

b)   Panama

The earnings from shipping operations were derived from sources outside Panama and such earnings were not subject to Panamanian taxes.

c)   Paraguay

Our subsidiaries in Paraguay are subject to Paraguayan corporate income taxes.

d)   Argentina

Our subsidiaries in Argentina are subject to Argentine corporate income taxes.

In Argentina, the tax on minimum presumed income ("TOMPI"), supplements income tax since it applies a minimum tax on the potential income from certain income generating-assets at a 1% tax rate.  The Companies' tax obligation in any given year will be the higher of these two tax amounts.  However, if in any given tax year TOMPI exceeds income tax, such excess may be computed as payment on account of any excess of income tax over TOMPI that may arise in any of the ten following years.

e)   Brazil

Our subsidiaries in Brazil are subject to Brazilian corporate income taxes.

Income taxes in Brazil include federal income tax and social contribution (which is an additional federal income tax). Income tax is computed at the rate of 15%, plus a surtax of 10% on the amount that exceeds Brazilian reais 240,000 (equivalent to $117 at December 31, 2012) based on pretax income, adjusted for additions and exclusions established by the Brazilian tax legislation. Social contribution is calculated at the rate of 9%, on pretax income, in conformity with the tax law.

UP Offshore Apoio Maritimo Ltda., has foreign currency exchange gains recognized for tax purposes only in the period the debt (including intercompany transactions) is extinguished.  A deferred income tax liability is recognized in the period the foreign currency exchange rate changes equal to the future taxable income at the applicable tax rate.

f)   Chile

Our subsidiary in the Ocean Business, Corporación de Navegación Mundial S.A. (Cor.Na.Mu.S.A.) is subject to Chilean corporate income taxes.

g)   United Kingdom (UK)

Our subsidiary in the Offshore Supply Business, UP Offshore (UK) Limited, is not subject to corporate income tax in the United Kingdom, rather, it qualifies under UK tonnage tax rules and pays a flat rate based on the net tonnage of qualifying PSVs.

h)   United States of America (US)

Under the U.S. Internal Revenue Code of 1986, as amended, or the Code, 50% of the gross shipping income of our vessel owning or chartering subsidiaries attributable to transportation that begins or ends, but that does not both begin and end, in the U.S. are characterized as U.S. source shipping income.  Such income is subject to 4% U.S. federal income tax without allowance for deduction, unless our subsidiaries qualify for exemption from tax under Section 883 of the Code and the Treasury Regulations promulgated thereunder.

For the three years in the period ended December 31, 2012, our subsidiaries did not derive any US source shipping income.  Therefore our subsidiaries are not subject to any U.S. federal income taxes, except our ship management services provided by Ravenscroft.

Income tax expense (benefit) from continuing operations (which includes TOMPI) is comprised of:

	For the years ended December 31,
	2012			2011			2010
Current income tax expense	$	1,385		$	1,904		$	4,529
Deferred income tax (benefit) expense		(4,354	)		(3,641	)		1,834
	$	(2,969	)	$	(1,737	)	$	6,363

Ultrapetrol's pre-tax income for the three years in the period ended December 31, 2012 was taxed in foreign jurisdictions (principally Argentina, Brazil and Paraguay).

The table below shows for each jurisdiction's total income tax expense and statutory tax rate:

	For the years ended December 31,
	2012			2011			2010
Brazil (34%)	$	7		$	-		$	1,723
Argentina (35%)		1,255			1,110			623
Paraguay (10%)		48			403			1,725
Others		75			391			458
Current income tax expense		1,385			1,904			4,529
Deferred income tax (benefit) expense		(4,354	)		(3,641	)		1,834
Income tax (benefit) expense	$	(2,969	)	$	(1,737	)	$	6,363

Reconciliation of income tax expense (benefit) to taxes calculated based on the statutory tax rate is as follows:

	For the years ended December 31,
	2012			2011			2010
(Loss) income from continuing operations before income taxes	$	(65,733	)	$	(19,972	)	$	1,958
Sources not subject to income tax		51,203			20,835			8,609
		(14,530	)		863			10,567
Tax rate		35	%		35	%		35	%
Tax (benefit) expense at statutory tax rate		(5,085	)		302			3,698
Rate differential		348			(184	)		(306	)
Change in valuation allowance		1,549			197			1,215
Effects of foreign exchange changes related to our foreign subsidiaries		(1,479	)		(4,020	)		1,174
Income tax witholding in foreign jurisdictions		825			572			349
Others		873			1,396			233
Income tax (benefit) expense	$	(2,969	)	$	(1,737	)	$	6,363

The Company's deferred income tax assets have been reduced by intercompany profits from the sale of river barges within the group.  The Company has deferred income tax expense in Argentina in 2012 and 2011 amounting to $2,541 and $ 4,630, respectively and recognizes them as income tax expense as the river barges are consumed through using.  The balance as of December 31, 2012 of $ 7,010 was reflected as non-current assets.

At December 31, 2012, Argentinean subsidiaries had a consolidated credit related to TOMPI of $4,068 that expires from 2013 through 2022.  At December 31, 2012, Argentinean subsidiaries had accumulated benefit from tax loss carryforwards ("NOLs") for a consolidated total of $7,110 that expire from 2013 through 2017.  The Company believes it is more likely than not that the Company's subsidiaries NOLs and TOMPI credit, with exception of $2,192 of NOLs and $703 of TOMPI credit, will be utilized through the turnaround of existing temporary differences, future taxable income, tax strategies or a combination thereof.

As of December 31, 2012, the valuation allowance for deferred tax assets is increase from $1,346 in 2011 to $2,895 in 2012, principally related with the increase in the Argentinean subsidiaries.

At December 31, 2012, the Brazilian subsidiaries had benefit from NOLs for a consolidated total of $1,678 that do not expire but the usage is limited to 30% of the taxable income in any year.

The components of net deferred income tax liabilities included on the balance sheets were as follows:

	At December 31,
	2012			2011
Deferred income tax assets
Other, deferred income tax current assets	$	109		$	286
NOLs		8,788			2,339
TOMPI credit		4,068			3,694
Other		421			3,453
Total deferred income tax noncurrent assets		13,277			9,486
Valuation allowance of deferred income tax assets		(2,895	)		(1,346	)
Net deferred income tax noncurrent assets		10,382			8,140
Deferred income tax liabilities
Vessels and equipment, net		13,176			11,292
Intangible assets		272			332
Unrealized exchange differences		2,120			3,851
Other		220			263
Total deferred income tax noncurrent liabilities		15,788			15,738
Net deferred income tax liabilities	$	(5,297	)	$	(7,312	)

As of January 1, 2012 and 2011, and for the years ended December 31, 2012 and 2011, the Company did not have any unrecognized tax positions.  In addition, the Company does not expect to hold unrecognized tax positions within the next twelve months.  Furthermore, the Company has elected to classify interest and penalties related to unrecognized tax positions, if and when required, as part of financial and operating expenses, respectively, in the consolidated statements of operations.  For the years ended December 31, 2012 and 2011, the Company has no accrued interest and penalties related to unrecognized tax positions.

XML

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED) (USD $) In Thousands, unless otherwise specified	6 Months Ended		12 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS [Abstract]
Net income (loss)	$ 8,185	$ (18,772)	$ (62,764)	$ (18,235)	$ (4,920)
Other comprehensive income (loss):
Reclassification of net derivative loss to loss on derivatives, net	216	0	0	0	(10,710)
Reclassification of net foreign currency derivative gains to depreciation and amortization	(5)	(4)	(8)	(8)	(9)
Reclassification of net derivative losses on cash flow hedges to interest expense	525	440	889	1,129	401
Derivative income (losses) on cash flow hedges	348	(642)	(1,441)	(2,588)	376
Other comprehensive income (loss), before tax	1,084	(206)	(560)	(1,467)	(16,135)
Income tax expense	0	0	0	0	0
Other Comprehensive income (loss), net of tax	1,084	(206)	(560)	(1,467)	(16,135)
Comprehensive income (loss)	9,269	(18,978)	(63,324)	(19,702)	(21,055)
Comprehensive income attributable to noncontrolling interest	587	440	874	543	451
Comprehensive income (loss) attributable to Ultrapetrol (Bahamas) Limited	$ 8,682	$ (19,418)	$ (64,198)	$ (20,245)	$ (21,506)

XML

RELATED PARTY TRANSACTIONS (Tables)

12 Months Ended

Dec. 31, 2012

RELATED PARTY TRANSACTIONS [Abstract]

Related Party Balances

At December 31, 2012 and 2011 the balances of noncurrent receivables from related parties were as follows:

	At December 31,
	2012		2011
OTS S.A. (1)		3,852		2,195
Puertos del Sur S.A. (2)		-		4,283
Total	$	3,852	$	6,478

(1)   Corresponds to temporary working capital advances. The advances have no maturity date and do no accrue interest.

(2)  Since the date of our acquisition of control of Puertos de Sur S.A., our consolidated financial statements included the balances of this company.

Expenses Paid to Related Parties

For the three years ended December 31, 2012, the voyage expenses paid to related parties were as follows:

	For the years ended December 31,
	2012		2011		2010
Commercial commissions (1)	$	1,064	$	1,147	$	1,101
Agency fees (2)		1,689		3,475		441
Total	$	2,753	$	4,622	$	1,542

(1)   Commercial commissions

Pursuant to a commercial agreement signed between UP Offshore (Bahamas) Ltd. (our subsidiary in the Offshore Supply Business) and Firmapar Corp. (formerly Comintra), a minority shareholder of this, the parties agreed that Firmapar Corp. charges a 2% of the gross time charters revenues from Brazilian charters collected by UP Offshore (Bahamas) Ltd. on a consolidated basis beginning on June 25, 2003 and ending on June 25, 2013.

(2)   Agency fees

Pursuant to a commercial and an agency agreement with Ultrapetrol S.A., UABL S.A. and Ravenscroft, Shipping Services Argentina S.A. (formerly I. Shipping Service S.A.) and Navalia S.A. companies of the same control group as Inversiones Los Avellanos S.A., have agreed to perform the duties of port agent for us in Argentina.

XML

LONG-TERM DEBT AND OTHER FINANCIAL DEBT (Details) (USD $)	6 Months Ended				12 Months Ended				0 Months Ended	12 Months Ended		3 Months Ended			12 Months Ended	0 Months Ended	12 Months Ended						0 Months Ended	12 Months Ended				12 Months Ended		12 Months Ended			12 Months Ended								12 Months Ended						12 Months Ended					12 Months Ended					12 Months Ended					0 Months Ended	12 Months Ended				12 Months Ended			12 Months Ended														12 Months Ended			12 Months Ended				12 Months Ended									12 Months Ended				12 Months Ended					12 Months Ended				12 Months Ended					12 Months Ended				12 Months Ended					12 Months Ended					12 Months Ended					0 Months Ended	12 Months Ended			12 Months Ended						6 Months Ended	12 Months Ended				0 Months Ended				0 Months Ended			1 Months Ended	6 Months Ended	12 Months Ended			6 Months Ended		6 Months Ended			1 Months Ended	12 Months Ended			12 Months Ended		1 Months Ended			1 Months Ended			1 Months Ended			1 Months Ended		0 Months Ended	6 Months Ended	12 Months Ended
	Jun. 30, 2013 Vessel		Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2012 PSVs [Member] Subsequent Event [Member] Vessel	Dec. 31, 2012 Scenario, Previously Reported [Member]	Dec. 31, 2011 Scenario, Previously Reported [Member]	Dec. 31, 2012 Ultrapetrol (Bahamas) Ltd., Private Investors, 2014 [Member]	Feb. 14, 2012 Ultrapetrol (Bahamas) Ltd., Private Investors, 2017 [Member]	Dec. 31, 2012 Ultrapetrol (Bahamas) Ltd., Private Investors, 2017 [Member]	Dec. 31, 2010 Ultrapetrol (Bahamas) Ltd., Private Investors, 2017 [Member]	Mar. 31, 2013 Ultrapetrol (Bahamas) Ltd., Private Investors, 2017 [Member] Subsequent Event [Member]	Jan. 23, 2013 Ultrapetrol (Bahamas) Ltd., Private Investors, 2017 [Member] Subsequent Event [Member]	Dec. 31, 2010 Ultrapetrol (Bahamas) Ltd., Private Investors, 2017 [Member] Minimum [Member]	Dec. 31, 2010 Ultrapetrol (Bahamas) Ltd., Private Investors, 2017 [Member] Maximum [Member]	Mar. 28, 2013 Ingatestone Holdings Inc., DVB AG and Netixis, Through 2019 [Member]	Dec. 31, 2012 Ingatestone Holdings Inc., DVB AG and Netixis, Through 2019 [Member] Quarter	Dec. 31, 2010 Ingatestone Holdings Inc., DVB AG and Netixis, Through 2019 [Member]	Dec. 31, 2007 Ingatestone Holdings Inc., DVB AG and Netixis, Through 2019 [Member] Tranche	Mar. 31, 2012 Ingatestone Holdings Inc., DVB AG and Netixis, Through 2019 [Member]	Dec. 31, 2008 Ingatestone Holdings Inc., DVB AG and Netixis, Through 2019 [Member]	Jun. 24, 2008 Ingatestone Holdings Inc., DVB AG and Netixis, Through 2019 [Member]	Mar. 28, 2013 Ingatestone Holdings Inc., DVB AG and Netixis, Through 2019 [Member] Tranche A [Member]	Dec. 31, 2010 Ingatestone Holdings Inc., DVB AG and Netixis, Through 2019 [Member] Tranche A [Member]	Jun. 30, 2013 Ingatestone Holdings Inc., DVB AG and Netixis, Through 2019 [Member] Tranche A [Member]	Mar. 31, 2012 Ingatestone Holdings Inc., DVB AG and Netixis, Through 2019 [Member] Tranche A [Member]	Dec. 31, 2008 Ingatestone Holdings Inc., DVB AG and Netixis, Through 2019 [Member] Tranche A [Member]	Dec. 31, 2007 Ingatestone Holdings Inc., DVB AG and Netixis, Through 2019 [Member] Tranche B [Member] Installment	Dec. 31, 2008 Ingatestone Holdings Inc., DVB AG and Netixis, Through 2019 [Member] Tranche B [Member]	Dec. 31, 2007 Ingatestone Holdings Inc., DVB AG and Netixis, Through 2019 [Member] Maximum [Member] Tranche B [Member]	Dec. 31, 2012 Ultrapetrol (Bahamas) Ltd., Private Investors, November 2014 [Member]	Nov. 24, 2004 Ultrapetrol (Bahamas) Ltd., Private Investors, November 2014 [Member]	Dec. 31, 2012 Ultrapetrol (Bahamas) Ltd., Private Investors, November 2014 [Member] Pushboats [Member] Vessel	Dec. 31, 2012 Ultrapetrol (Bahamas) Ltd., Private Investors, November 2014 [Member] Oceangoing Barges [Member] Vessel	Dec. 31, 2012 Ultrapetrol (Bahamas) Ltd., Private Investors, November 2014 [Member] River Barges [Member] Vessel	Dec. 31, 2012 Ultrapetrol (Bahamas) Ltd., Private Investors, November 2014 [Member] Scenario, Previously Reported [Member]	Dec. 31, 2011 Ultrapetrol (Bahamas) Ltd., Private Investors, November 2014 [Member] Scenario, Previously Reported [Member]	Dec. 23, 2010 Ultrapetrol (Bahamas) Ltd., Private Investors, January 2013 [Member]	Dec. 31, 2012 Ultrapetrol (Bahamas) Ltd., Private Investors, January 2013 [Member] Scenario, Previously Reported [Member]	Dec. 31, 2011 Ultrapetrol (Bahamas) Ltd., Private Investors, January 2013 [Member] Scenario, Previously Reported [Member]	Dec. 31, 2012 Ultrapetrol (Bahamas) Ltd [Member]	Dec. 31, 2012 Ultrapetrol (Bahamas) Ltd [Member] Payment Guarantee [Member]	Dec. 31, 2012 UP Offshore Apoio Maritimo Ltda., DVB AG, Through 2016 [Member]	Dec. 31, 2006 UP Offshore Apoio Maritimo Ltda., DVB AG, Through 2016 [Member] Tranche	Jun. 30, 2013 UP Offshore Apoio Maritimo Ltda., DVB AG, Through 2016 [Member]	Jan. 17, 2006 UP Offshore Apoio Maritimo Ltda., DVB AG, Through 2016 [Member]	Dec. 31, 2006 UP Offshore Apoio Maritimo Ltda., DVB AG, Through 2016 [Member] Tranche A [Member]	Jan. 17, 2006 UP Offshore Apoio Maritimo Ltda., DVB AG, Through 2016 [Member] Tranche A [Member]	Jan. 17, 2006 UP Offshore Apoio Maritimo Ltda., DVB AG, Through 2016 [Member] Tranche B [Member]	Dec. 31, 2012 UP Offshore Apoio Maritimo Ltda., DVB AG, Through 2016 [Member] Scenario, Previously Reported [Member]	Dec. 31, 2011 UP Offshore Apoio Maritimo Ltda., DVB AG, Through 2016 [Member] Scenario, Previously Reported [Member]	Dec. 31, 2012 UP Offshore (Bahamas) Ltd., DVB AG, Through 2016 [Member]	Jun. 30, 2013 UP Offshore (Bahamas) Ltd., DVB AG, Through 2016 [Member]	Aug. 01, 2012 UP Offshore (Bahamas) Ltd., DVB AG, Through 2016 [Member]	Dec. 28, 2006 UP Offshore (Bahamas) Ltd., DVB AG, Through 2016 [Member]	Jan. 17, 2006 UP Offshore (Bahamas) Ltd., DVB AG, Through 2016 [Member]	Dec. 31, 2012 UP Offshore (Bahamas) Ltd., DVB AG, Through 2016 [Member] Tranche A [Member]	Dec. 31, 2006 UP Offshore (Bahamas) Ltd., DVB AG, Through 2016 [Member] Minimum [Member]	Dec. 31, 2006 UP Offshore (Bahamas) Ltd., DVB AG, Through 2016 [Member] Maximum [Member]	Dec. 31, 2012 UP Offshore (Bahamas) Ltd., DVB AG, Through 2016 [Member] Scenario, Previously Reported [Member]	Dec. 31, 2011 UP Offshore (Bahamas) Ltd., DVB AG, Through 2016 [Member] Scenario, Previously Reported [Member]	Oct. 31, 2007 UP Offshore (Bahamas) Ltd., DVB AG, Through 2017 [Member] Installment	Dec. 31, 2012 UP Offshore (Bahamas) Ltd., DVB AG, Through 2017 [Member]	Jun. 30, 2013 UP Offshore (Bahamas) Ltd., DVB AG, Through 2017 [Member]	Dec. 31, 2012 UP Offshore (Bahamas) Ltd., DVB AG, Through 2017 [Member] Scenario, Previously Reported [Member]	Dec. 31, 2011 UP Offshore (Bahamas) Ltd., DVB AG, Through 2017 [Member] Scenario, Previously Reported [Member]	Dec. 31, 2012 UP Offshore (Bahamas) Ltd., DVB AG [Member]	Aug. 01, 2012 UP Offshore (Bahamas) Ltd., DVB AG [Member] PSV UP Onyx [Member]	Aug. 01, 2012 UP Offshore (Bahamas) Ltd., DVB AG [Member] PSV UP Pearl [Member]	Dec. 31, 2012 UP Offshore (Bahamas) Ltd, DVB SE and Banco Security, Through 2018 [Member]	Dec. 31, 2011 UP Offshore (Bahamas) Ltd, DVB SE and Banco Security, Through 2018 [Member]	Dec. 31, 2010 UP Offshore (Bahamas) Ltd, DVB SE and Banco Security, Through 2018 [Member] Advance Installment	Jun. 30, 2013 UP Offshore (Bahamas) Ltd, DVB SE and Banco Security, Through 2018 [Member]	Dec. 31, 2012 UP Offshore (Bahamas) Ltd, DVB SE and Banco Security, Through 2018 [Member] Scenario, Previously Reported [Member]	Dec. 31, 2011 UP Offshore (Bahamas) Ltd, DVB SE and Banco Security, Through 2018 [Member] Scenario, Previously Reported [Member]	Jun. 30, 2013 Ingatestone Holdings Inc. DVB AG [Member]	Dec. 31, 2012 Ingatestone Holdings Inc. DVB AG [Member]	Dec. 31, 2012 Ingatestone Holdings Inc. DVB AG [Member] Scenario, Previously Reported [Member]	Dec. 31, 2011 Ingatestone Holdings Inc. DVB AG [Member] Scenario, Previously Reported [Member]	Jun. 30, 2013 Ingatestone Holdings Inc., Netixis, Through March 2013 [Member]	Dec. 31, 2012 Ingatestone Holdings Inc., Netixis, Through March 2013 [Member]	Dec. 31, 2012 Ingatestone Holdings Inc., Netixis, Through March 2013 [Member] Scenario, Previously Reported [Member]	Dec. 31, 2011 Ingatestone Holdings Inc., Netixis, Through March 2013 [Member] Scenario, Previously Reported [Member]	Dec. 31, 2009 UP Offshore Apoio Maritimo Ltda., BNDES, Through 2027 [Member] Installment Quarter	Jun. 30, 2013 UP Offshore Apoio Maritimo Ltda., BNDES, Through 2027 [Member]	Dec. 31, 2012 UP Offshore Apoio Maritimo Ltda., BNDES, Through 2027 [Member]	Dec. 31, 2012 UP Offshore Apoio Maritimo Ltda., BNDES, Through 2027 [Member] Standby Letters of Credit [Member]	Dec. 31, 2009 UP Offshore Apoio Maritimo Ltda., BNDES, Through 2027 [Member] Standby Letters of Credit [Member]	Dec. 31, 2012 UP Offshore Apoio Maritimo Ltda., BNDES, Through 2027 [Member] Scenario, Previously Reported [Member]	Dec. 31, 2011 UP Offshore Apoio Maritimo Ltda., BNDES, Through 2027 [Member] Scenario, Previously Reported [Member]	Dec. 31, 2012 Stanyan Shipping Inc., Natixis, Through 2017 [Member]	Dec. 31, 2007 Stanyan Shipping Inc., Natixis, Through 2017 [Member]	Jun. 30, 2013 Stanyan Shipping Inc., Natixis, Through 2017 [Member]	May 21, 2012 Stanyan Shipping Inc., Natixis, Through 2017 [Member]	Dec. 21, 2007 Stanyan Shipping Inc., Natixis, Through 2017 [Member]	Dec. 31, 2012 Stanyan Shipping Inc., Natixis, Through 2017 [Member] Minimum [Member]	Dec. 31, 2012 Stanyan Shipping Inc., Natixis, Through 2017 [Member] Maximum [Member]	Dec. 31, 2012 Stanyan Shipping Inc., Natixis, Through 2017 [Member] Scenario, Previously Reported [Member]	Dec. 31, 2011 Stanyan Shipping Inc., Natixis, Through 2017 [Member] Scenario, Previously Reported [Member]	Dec. 31, 2012 UABL Paraguay S.A., IFC, Through 2020 [Member]	Dec. 31, 2008 UABL Paraguay S.A., IFC, Through 2020 [Member] Quarter	Dec. 31, 2007 UABL Paraguay S.A., IFC, Through 2020 [Member] Installment	Jun. 30, 2013 UABL Paraguay S.A., IFC, Through 2020 [Member]	Dec. 31, 2008 UABL Paraguay S.A., IFC, Through 2020 [Member] Payment Guarantee [Member]	Dec. 31, 2008 UABL Paraguay S.A., IFC, Through 2020 [Member] Minimum [Member]	Dec. 31, 2008 UABL Paraguay S.A., IFC, Through 2020 [Member] Maximum [Member]	Dec. 31, 2012 UABL Paraguay S.A., IFC, Through 2020 [Member] Scenario, Previously Reported [Member]	Dec. 31, 2011 UABL Paraguay S.A., IFC, Through 2020 [Member] Scenario, Previously Reported [Member]	Dec. 31, 2012 UABL Paraguay S.A., OFID, Through 2020 [Member]	Dec. 31, 2008 UABL Paraguay S.A., OFID, Through 2020 [Member]	Dec. 31, 2007 UABL Paraguay S.A., OFID, Through 2020 [Member] Installment	Jun. 30, 2013 UABL Paraguay S.A., OFID, Through 2020 [Member]	Dec. 31, 2008 UABL Paraguay S.A., OFID, Through 2020 [Member] Payment Guarantee [Member]	Dec. 31, 2008 UABL Paraguay S.A., OFID, Through 2020 [Member] Minimum [Member]	Dec. 31, 2008 UABL Paraguay S.A., OFID, Through 2020 [Member] Maximum [Member]	Dec. 31, 2012 UABL Paraguay S.A., OFID, Through 2020 [Member] Scenario, Previously Reported [Member]	Dec. 31, 2011 UABL Paraguay S.A., OFID, Through 2020 [Member] Scenario, Previously Reported [Member]	Dec. 31, 2012 UABL Barges and Others, IFC, Through 2020 [Member]	Dec. 31, 2008 UABL Barges and Others, IFC, Through 2020 [Member]	Dec. 31, 2007 UABL Barges and Others, IFC, Through 2020 [Member] Installment	Jun. 30, 2013 UABL Barges and Others, IFC, Through 2020 [Member]	Dec. 31, 2008 UABL Barges and Others, IFC, Through 2020 [Member] Payment Guarantee [Member]	Dec. 31, 2008 UABL Barges and Others, IFC, Through 2020 [Member] Minimum [Member]	Dec. 31, 2008 UABL Barges and Others, IFC, Through 2020 [Member] Maximum [Member]	Dec. 31, 2012 UABL Barges and Others, IFC, Through 2020 [Member] Scenario, Previously Reported [Member]	Dec. 31, 2011 UABL Barges and Others, IFC, Through 2020 [Member] Scenario, Previously Reported [Member]	Dec. 31, 2011 UABL Paraguay S.A. and Riverpar S.A., IFC, Through 2021 [Member] Quarter	Jun. 30, 2013 UABL Paraguay S.A. and Riverpar S.A., IFC, Through 2021 [Member]	Dec. 31, 2012 UABL Paraguay S.A. and Riverpar S.A., IFC, Through 2021 [Member]	Dec. 31, 2012 UABL Paraguay S.A. and Riverpar S.A., IFC, Through 2021 [Member] Minimum [Member]	Dec. 31, 2012 UABL Paraguay S.A. and Riverpar S.A., IFC, Through 2021 [Member] Maximum [Member]	Dec. 31, 2011 UABL Paraguay S.A. and Riverpar S.A., IFC, Through 2021 [Member] Pushboats [Member] Vessel	Dec. 31, 2011 UABL Paraguay S.A. and Riverpar S.A., IFC, Through 2021 [Member] Barges [Member] Vessel	Dec. 31, 2011 UABL Paraguay S.A. and Riverpar S.A., IFC, Through 2021 [Member] Re-bottoming Barges [Member] Vessel	Dec. 31, 2012 UABL Paraguay S.A. and Riverpar S.A., IFC, Through 2021 [Member] Scenario, Previously Reported [Member]	Dec. 31, 2011 UABL Paraguay S.A. and Riverpar S.A., IFC, Through 2021 [Member] Scenario, Previously Reported [Member]	Jan. 26, 2012 UABL Paraguay S.A. and Riverpar S.A., OFID, Through 2021 [Member]	Dec. 31, 2011 UABL Paraguay S.A. and Riverpar S.A., OFID, Through 2021 [Member] Quarter	Jun. 30, 2013 UABL Paraguay S.A. and Riverpar S.A., OFID, Through 2021 [Member]	Dec. 31, 2012 UABL Paraguay S.A. and Riverpar S.A., OFID, Through 2021 [Member]	Dec. 31, 2011 UABL Paraguay S.A. and Riverpar S.A., OFID, Through 2021 [Member] Pushboats [Member] Vessel	Dec. 31, 2011 UABL Paraguay S.A. and Riverpar S.A., OFID, Through 2021 [Member] Barges [Member] Vessel	Dec. 31, 2011 UABL Paraguay S.A. and Riverpar S.A., OFID, Through 2021 [Member] Re-bottoming Barges [Member] Vessel	Dec. 31, 2012 UABL Paraguay S.A. and Riverpar S.A., OFID, Through 2021 [Member] Scenario, Previously Reported [Member]	Dec. 31, 2011 UABL Paraguay S.A. and Riverpar S.A., OFID, Through 2021 [Member] Scenario, Previously Reported [Member]	Dec. 31, 2012 UABL Paraguay and Riverpar S.A., OFID and IFC [Member]	Jun. 30, 2013 Ingatestone Holdings Inc. DVB SE and NIBC [Member] Tranche	Dec. 31, 2012 Ingatestone Holdings Inc. DVB SE and NIBC [Member] Tranche Advance Installment	Oct. 22, 2012 Ingatestone Holdings Inc. DVB SE and NIBC [Member]	Oct. 22, 2012 Ingatestone Holdings Inc. DVB SE and NIBC [Member] Tranche A [Member]	Oct. 22, 2012 Ingatestone Holdings Inc. DVB SE and NIBC [Member] Tranche B [Member]	Oct. 29, 2012 Ingatestone Holdings Inc. DVB SE and NIBC [Member] Subsequent Event [Member]	Jan. 24, 2013 Ingatestone Holdings Inc. DVB SE and NIBC [Member] Subsequent Event [Member]	Dec. 31, 2012 Ingatestone Holdings Inc. DVB SE and NIBC [Member] Scenario, Previously Reported [Member]	Dec. 31, 2011 Ingatestone Holdings Inc. DVB SE and NIBC [Member] Scenario, Previously Reported [Member]	Jun. 28, 2013 Ingatestone Holdings Inc. DVB Bank America, NIBC and ABN Amro due 2017 [Member]	Mar. 28, 2013 Ingatestone Holdings Inc. DVB Bank America, NIBC and ABN Amro due 2017 [Member]	Jan. 24, 2013 Ingatestone Holdings Inc. DVB Bank America, NIBC and ABN Amro due 2017 [Member]	Jan. 31, 2013 Ingatestone Holdings Inc. DVB Bank America, NIBC and ABN Amro due 2017 [Member]	Jun. 30, 2013 Ingatestone Holdings Inc. DVB Bank America, NIBC and ABN Amro due 2017 [Member] Tranche	Dec. 31, 2012 Ingatestone Holdings Inc. DVB Bank America, NIBC and ABN Amro due 2017 [Member] Quarter	Jan. 18, 2013 Ingatestone Holdings Inc. DVB Bank America, NIBC and ABN Amro due 2017 [Member]	Jan. 18, 2013 Ingatestone Holdings Inc. DVB Bank America, NIBC and ABN Amro due 2017 [Member] Tranche A [Member]	Jun. 30, 2013 Ingatestone Holdings Inc. DVB Bank America, NIBC and ABN Amro due 2017 [Member] Tranche A [Member] Second Advances [Member]	Jan. 18, 2013 Ingatestone Holdings Inc. DVB Bank America, NIBC and ABN Amro due 2017 [Member] Tranche B [Member]	Jun. 30, 2013 Ingatestone Holdings Inc. DVB Bank America, NIBC and ABN Amro due 2017 [Member] Tranche B [Member] Second Advances [Member]	Jun. 30, 2013 Ingatestone Holdings Inc. DVB Bank America, NIBC and ABN Amro due 2017 [Member] Tranche C [Member] Second Advances [Member]	Jun. 30, 2013 Ingatestone Holdings Inc. DVB Bank America, NIBC and ABN Amro due 2017 [Member] Tranche D [Member] Second Advances [Member]	Jan. 31, 2013 Ingatestone Holdings Inc. DVB Bank America, NIBC and ABN Amro due 2017 [Member] Subsequent Event [Member] Installment Tranche Advance	Dec. 31, 2012 Ingatestone Holdings Inc. DVB Bank America, NIBC and ABN Amro due 2017 [Member] Subsequent Event [Member]	Jan. 24, 2013 Ingatestone Holdings Inc. DVB Bank America, NIBC and ABN Amro due 2017 [Member] Subsequent Event [Member]	Jan. 18, 2013 Ingatestone Holdings Inc. DVB Bank America, NIBC and ABN Amro due 2017 [Member] Subsequent Event [Member]	Dec. 31, 2012 Ingatestone Holdings Inc. DVB Bank America, NIBC and ABN Amro due 2017 [Member] Subsequent Event [Member] Tranche A [Member]	Jan. 18, 2013 Ingatestone Holdings Inc. DVB Bank America, NIBC and ABN Amro due 2017 [Member] Subsequent Event [Member] Tranche A [Member]	Jan. 31, 2013 Ingatestone Holdings Inc. DVB Bank America, NIBC and ABN Amro due 2017 [Member] Subsequent Event [Member] Tranche A [Member] First Advances [Member]	Jan. 31, 2013 Ingatestone Holdings Inc. DVB Bank America, NIBC and ABN Amro due 2017 [Member] Subsequent Event [Member] Tranche A [Member] Second Advances [Member]	Jan. 18, 2013 Ingatestone Holdings Inc. DVB Bank America, NIBC and ABN Amro due 2017 [Member] Subsequent Event [Member] Tranche B [Member]	Jan. 31, 2013 Ingatestone Holdings Inc. DVB Bank America, NIBC and ABN Amro due 2017 [Member] Subsequent Event [Member] Tranche B [Member] First Advances [Member]	Jan. 31, 2013 Ingatestone Holdings Inc. DVB Bank America, NIBC and ABN Amro due 2017 [Member] Subsequent Event [Member] Tranche B [Member] Second Advances [Member]	Jan. 18, 2013 Ingatestone Holdings Inc. DVB Bank America, NIBC and ABN Amro due 2017 [Member] Subsequent Event [Member] Tranche C [Member]	Jan. 31, 2013 Ingatestone Holdings Inc. DVB Bank America, NIBC and ABN Amro due 2017 [Member] Subsequent Event [Member] Tranche C [Member] First Advances [Member]	Jan. 31, 2013 Ingatestone Holdings Inc. DVB Bank America, NIBC and ABN Amro due 2017 [Member] Subsequent Event [Member] Tranche C [Member] Second Advances [Member]	Jan. 18, 2013 Ingatestone Holdings Inc. DVB Bank America, NIBC and ABN Amro due 2017 [Member] Subsequent Event [Member] Tranche D [Member]	Jan. 31, 2013 Ingatestone Holdings Inc. DVB Bank America, NIBC and ABN Amro due 2017 [Member] Subsequent Event [Member] Tranche D [Member] First Advances [Member]	Jan. 31, 2013 Ingatestone Holdings Inc. DVB Bank America, NIBC and ABN Amro due 2017 [Member] Subsequent Event [Member] Tranche D [Member] Second Advances [Member]	Apr. 15, 2013 Hallandale Commercial Corp., Nordea, Through April 2013 [Member]	Jun. 30, 2013 Hallandale Commercial Corp., Nordea, Through April 2013 [Member]	Dec. 31, 2012 Hallandale Commercial Corp., Nordea, Through April 2013 [Member]	Dec. 31, 2007 Hallandale Commercial Corp., Nordea, Through April 2013 [Member] Quarter	Dec. 21, 2007 Hallandale Commercial Corp., Nordea, Through April 2013 [Member]	Nov. 30, 2007 Hallandale Commercial Corp., Nordea, Through April 2013 [Member]	Dec. 28, 2013 Hallandale Commercial Corp., Nordea, Through April 2013 [Member] Minimum [Member]	Dec. 28, 2012 Hallandale Commercial Corp., Nordea, Through April 2013 [Member] Minimum [Member]	Dec. 28, 2013 Hallandale Commercial Corp., Nordea, Through April 2013 [Member] Maximum [Member]	Dec. 28, 2012 Hallandale Commercial Corp., Nordea, Through April 2013 [Member] Maximum [Member]	Dec. 31, 2012 Hallandale Commercial Corp., Nordea, Through April 2013 [Member] Scenario, Previously Reported [Member]	Dec. 31, 2011 Hallandale Commercial Corp., Nordea, Through April 2013 [Member] Scenario, Previously Reported [Member]
Debt Instrument [Line Items]
Nominal value, current	$ 28,704,000	[1]	$ 49,031,000	$ 21,504,000		$ 129,031,000	$ 21,504,000																													$ 0			$ 80,000,000						$ 900,000					$ 900,000			$ 4,300,000							$ 12,575,000				$ 2,000,000	$ 2,000,000								$ 3,333,000	$ 3,333,000		$ 2,019,000		$ 5,639,000		$ 0		$ 5,175,000			$ 1,110,000				$ 1,110,000				$ 1,108,000					$ 1,108,000					$ 2,174,000				$ 2,174,000					$ 1,304,000				$ 1,304,000					$ 3,044,000				$ 3,044,000			$ 1,765,000							$ 1,765,000				$ 1,177,000					$ 1,176,000			$ 0							$ 2,084,000						$ 4,470,000																											$ 0									$ 5,644,000
Nominal value, noncurrent	412,941,000		388,521,000	491,489,000		388,521,000	491,489,000																													180,000,000			0						5,500,000					5,950,000			27,500,000							29,650,000				10,000,000	11,000,000								29,167,000	30,833,000		6,606,000		8,161,000		0		0			14,153,000				14,708,000				4,984,000					5,438,000					19,565,000				20,652,000					11,739,000				12,391,000					27,391,000				28,913,000			12,353,000							13,235,000				8,234,000					8,824,000			0							18,766,000						35,749,000																											0									0
Total	441,645,000		437,552,000			517,552,000	517,552,000													17,250,000					34,500,000	34,500,000										180,000,000	180,000,000		0	80,000,000			6,850,000		6,400,000					6,850,000	7,750,000	42,225,000	31,800,000							42,225,000	38,250,000		13,000,000	12,000,000	13,000,000	15,000,000	62,075,000			34,166,000			32,500,000	34,166,000	37,500,000	8,625,000	13,800,000	13,800,000	15,525,000	0	5,175,000	5,175,000	15,525,000		15,263,000	15,818,000			15,818,000	16,928,000	6,546,000		6,092,000					6,546,000	9,303,000	22,826,000			21,739,000				22,826,000	25,000,000	13,695,000			13,043,000				13,695,000	15,000,000	31,957,000			30,435,000				31,957,000	35,000,000		14,118,000	15,000,000						15,000,000	15,000,000			9,411,000	10,000,000				10,000,000	0	93,478,000	0	20,850,000						20,850,000	0					40,219,000	0																										0	5,644,000								5,644,000	7,212,000
Long-term Debt, Fiscal Year Maturity [Abstract]
2013						129,031,000
2014						208,716,000
2015						24,098,000
2016						49,091,000
2017						40,022,000
Thereafter						66,594,000
Total	441,645,000		437,552,000			517,552,000	517,552,000													17,250,000					34,500,000	34,500,000										180,000,000	180,000,000		0	80,000,000			6,850,000		6,400,000					6,850,000	7,750,000	42,225,000	31,800,000							42,225,000	38,250,000		13,000,000	12,000,000	13,000,000	15,000,000	62,075,000			34,166,000			32,500,000	34,166,000	37,500,000	8,625,000	13,800,000	13,800,000	15,525,000	0	5,175,000	5,175,000	15,525,000		15,263,000	15,818,000			15,818,000	16,928,000	6,546,000		6,092,000					6,546,000	9,303,000	22,826,000			21,739,000				22,826,000	25,000,000	13,695,000			13,043,000				13,695,000	15,000,000	31,957,000			30,435,000				31,957,000	35,000,000		14,118,000	15,000,000						15,000,000	15,000,000			9,411,000	10,000,000				10,000,000	0	93,478,000	0	20,850,000						20,850,000	0					40,219,000	0																										0	5,644,000								5,644,000	7,212,000
Detailed Information of Debt Instruments [Abstract]
Face amount of debt instrument								180,000													93,600,000	93,600,000					60,000,000		33,600,000			180,000,000						80,000,000								15,000,000		13,000,000	2,000,000						61,306,000							25,000,000										40,000,000												18,730,000				21,500,000							13,616,000						25,000,000									15,000,000									35,000,000								15,000,000											10,000,000											42,000,000	21,000,000	21,000,000											84,000,000	21,000,000		21,000,000							84,000,000		21,000,000			21,000,000			21,000,000			21,000,000							20,200,000	20,200,000
Average undrawn amount of debt instrument considered for commitment fees																																																				10,000,000
Interest Rate (in hundredths)								9.00%																								9.00%						7.25%																																														3.00%											6.38%	1.63%	6.38%																																	4.16%	4.42%
Maturity date										Feb. 15, 2017																					Nov. 24, 2014																					Dec. 31, 2016					Feb. 29, 2016						Nov. 30, 2017																												Feb. 28, 2017																																																																															Oct. 29, 2017																	Apr. 15, 2013	Apr. 13, 2013
Percentage of debt instrument matures on March 29, 2013 (in hundredths)																																																				50.00%
Percentage of debt instrument matures on June 30, 2013 (in hundredths)																																																				50.00%
Number of vessels	4				4																												13	2	337																																																																																																	9	64	50							9	64	50
Repurchase price percentage (in hundredths)											100.00%																				101.00%
Net book value of asset pledged																															67,700,000																																84,700,000							50,900,000																24,500,000					14,100,000																																																							113,000,000																																										6,430,000
Loan security shortfall included in other current liabilities	14,036,000		13,470,000	13,614,000																																																																																							200,000
Conversion ratio of convertible debt (in shares)									163.1321		133.1691				163.1321
Principal amount of convertible notes used in conversion rate									1		1
Conversion price (in dollars per share)									$ 6.13		$ 7.51			$ 6.13
Number of consecutive trading days											20 days
Weighted average conversion price (in dollars per share)									$ 2.76		$ 6.13
Conversion price percentage (in hundredths)											122.50%
Percentage of common stock sales price that convertible debt may be redeemed (in hundredths)											130.00%
Percentage of convertible notes that may be redeemed (in hundredths)											100.00%
Convertible notes payable										80,000,000						10,350,000							5,175,000
Repurchase of debt													80,000,000
Loss on extinguishment of debt												2,800,000					940,000																																																																																																																																																																									5,252,000
Outstanding loan amount																	18,975,000																																																												13,800,000				5,175,000
Term of note																																															120 months																																					17 years
Basis spread on variable rate (in hundredths)																											3.00%		2.00%																			1.20%						3.50%		1.20%						1.50%										3.00%																							1.20%										1.875%	3.25%								1.875%	3.25%								1.875%	3.25%			3.65%											3.65%											4.00%																						4.00%																	1.25%				1.50%	1.50%	3.00%	3.00%
Maturity date, description																																																																			Matures $5,000 the earlier of delivery of our PSV UP Pearl and February 28, 2013 and $5,000 the earlier of delivery of our PSV UP Onyx and September 30, 2013.
Debt instrument maturity amount related to vessel delivery																																																																				5,000,000	5,000,000
Re-borrowed amount																																																						10,000,000
Proceeds from debt																	6,825,000																																			8,275,000																																																																																					10,000,000															20,850,000				15,550,000	5,000,000	20,850,000	20,850,000
Prepayment amount of loan																																																								18,750,000																					10,275,000				12,075,000													1,849,000																																																											20,850,000
Number of tranches																			2																									2																																																																																																							2	2												4									4
Debt instrument, periodic payment																								288,000				420,000																			75,000											1,075,000	1,325,000													417,000												93,000								227,000																																			882,000											588,000										521,000																					521,000
Balloon payment																																																4,000,000								17,300,000						5,000,000								6,667,000																						2,687,000																																																									10,425,000																							10,425,000
Balloon payment percentage (in hundredths)																																																																																																																																																																												50.00%
Weighted average interest rate (in hundredths)																																											1.44%									1.67%											1.97%							4.20%																					3.11%									4.11%									4.11%									4.11%											4.32%																																																											1.73%
Effective interest rate, minimum (in hundredths)																																											1.34%									1.59%											1.93%							4.14%																														3.94%									3.94%									3.94%																																																																						1.67%
Effective interest rate, maximum (in hundredths)																																											1.53%									1.74%											2.05%							4.26%																														4.44%									4.44%									4.44%																																																																						1.78%
Debt instrument, reduced periodic payment																																																														388,000
Number of installments of $750																																																														8
Installment amount for first two years of debt instrument																																																														750,000
Number of installments of $500																																																														24
Installment amount for years three through eight of debt instrument																																																														500,000
Number of installments of $250																																																														8
Installment amount for years nine and ten of debt instrument																																																														250,000
Term of contract																																																															12 months									12 months																				12 months																																																																																																	12 months
Percentage of collateral to loan balance (in hundredths)																																																															133.30%								66.70%	133.30%															133.30%					125.00%																																																																				60.00%									60.00%																				130.00%
Minimum employment period																																																																																																																																																																3 years									3 years
Period installment payments commence																																																																																																																																																																									3 months
Commitment fee percentage (in hundredths)																	1.50%	0.50%																																		1.75%																																																																																																												1.60%									1.60%
Amount available for each ship																											15,000,000
Reduced basis spread on variable rate (in hundredths)																											2.00%
Single amount of advances, maximum																														8,400,000																																										20,000,000																																																																																												16,000,000		16,000,000	16,000,000	16,000,000
Aggregate amount of advances																																																																																																																																																																															5,000,000	16,000,000		5,000,000	16,000,000		5,000,000	16,000,000		5,000,000	16,000,000
Number of installments																												20																																												32												204																																																																20																					20
Required available cash per financial covenants																	5,000,000																								20,000,000																															5,000,000												5,000,000
Required equity ratio per financial covenants (in hundredths)																	30.00%																								20.00%																															30.00%												30.00%																																																																													10.00%									20.00%
Required equity per financial covenants																	75,000,000																								150,000,000																													75,000,000														75,000,000
Required ratio of consolidated EBITDA to consolidated debt service																	1.5																																																							1.5												1.5
Number of quarters																	4																																																																			4																	4																										4											4																							4																												4
Financing fee percentage (in hundredths)																																																																																								1.50%
Annual commission fee percentage (in hundredths)																																																																																								2.00%
Debt instrument, settlement fee percentage (in hundredths)																																																																																								1.00%
Number of advances																																																																								2																																																																												2																					2
Required ratio of financial indebtedness to tangible net worth per financial covenants																																																																																																																																																																																													2.5
Required ratio of EBITDA to interest expense per financial covenants																																																																																																																																																																																													2.0
Installment amount for first nine payments																																																																																																						1,087,000								652,000									1,522,000
Number of installments of $1,087																																																																																																						9
Number of installments of $1,902																																																																																																						8
Number of installments of $1,522																																																																																																																								9
Number of installments of $652																																																																																																															9
Number of installments of $2,663																																																																																																																								8
Number of installments of $1,141																																																																																																															8
Installment amount for last eight payments																																																																																																					1,902,000									1,141,000									2,663,000
Required ratio of mortgaged vessels by outstanding amount of loans before November 2013																																																																																																					1.3									1.3									1.3								3.0											3.0
Required ratio of mortgaged vessels by outstanding amount of loans after November 2013																																																																																																					1.6									1.6									1.6								1.6											1.6
Required debt to equity ratio per financial covenants																																																																																																					2.0			1.4						2.0			1.4									1.4					2.0											2.0
Required historical debt service coverage ratio																																										1.5																																																											1.0			1.3						1.0			1.3									1.3					1.2											1.2																																			1.25
Aggregate market value of pledge security for the first two years																																																																																																																																																																	142.85%
Aggregate market value of pledge security For period thereafter																																																																																																																																																																	150.00%
Consolidated tangible asset net worth period December 31, 2012 until September 30, 2013																																																																																																																																																																	10,000,000
Consolidated tangible asset net worth from September 30, 2013																																																																																																																																																																	$ 20,000,000
Required net income (in hundredths)																																																																																																																																																																	50.00%
Period of debt service considered for liquidity required																																																																																																																																																																6 months	6 months
Required current ratio per financial covenants																																																																																																								1.0									1.0									1.0

[1] Excludes the 2014 Senior Notes which were disclosed as current liabilities in the unaudited condensed consolidated balance sheet under the caption "2014 Senior Notes and accrued interest". See Note 3.a).

XML

DRY DOCK

12 Months Ended

Dec. 31, 2012

DRY DOCK [Abstract]

DRY DOCK

3.   DRY DOCK

The capitalized amounts in dry dock at December 31, 2012 and 2011 were as follows:

	At December 31,
	2012			2011
Original book value	$	23,699		$	19,786
Accumulated amortization		(19,461	)		(14,698	)
Net book value	$	4,238		$	5,088

For the three years ended December 31, 2012 amortization expense was $4,763, $4,078 and $4,186, respectively.

XML

BUILD, SALE AND LEASE-BACK OF TWENTY-FOUR JUMBO DRY BARGES

12 Months Ended

Dec. 31, 2012

BUILD, SALE AND LEASE-BACK OF TWENTY-FOUR JUMBO DRY BARGES [Abstract]

BUILD, SALE AND LEASE-BACK OF TWENTY-FOUR JUMBO DRY BARGES

15.   BUILD, SALE AND LEASE-BACK OF TWENTY-FOUR JUMBO DRY BARGES

On April 25, 2012, we entered into a barge building contract with a non-related third party whereby we agreed to sell twenty-four newbuilt jumbo dry barges.  In addition, at the same time we entered into a bareboat barge charter agreement with that same non-related third party to charter those twenty-four barges for a period of 10 years, with no purchase option at the end of the lease.

At December 31, 2012 the Company delivered and leased-back 14 jumbo dry barges.

At December 31, 2012, obligations under the operating lease were as follows:

Year ending December 31
2013	$	2,019
2014		1,949
2015		1,879
2016		1,809
2017		1,739
Thereafter		7,430
Total	$	16,825

Rent expense for the year ended December 31, 2012 was $266. When cash rental payments are not made on a straight-line basis, we recognize rental expense on a straight-line basis over the lease term.

Subsequent Events

After December 31, 2012, the Company delivered and leased-back the remaining 10 jumbo dry-barges.

XML

SUPPLEMENTAL GUARANTOR INFORMATION FOR THE NEW NOTES, Tables (Details) (USD $) In Thousands, unless otherwise specified	6 Months Ended			12 Months Ended
	Jun. 30, 2013		Jun. 30, 2012	Dec. 31, 2012		Dec. 31, 2011		Dec. 31, 2010		Dec. 31, 2009
Current assets
Receivables from related parties	$ 29			$ 10		$ 57
Other current assets	238,564			306,980		106,076
Total current assets	420,708			306,990		106,133
Noncurrent assets
Vessels and equipment, net	641,109			647,519		671,445
Investments in affiliates	233			251		373
Other noncurrent assets	60,155			55,558		52,336
Total noncurrent assets	701,497			703,328		724,154
Total assets	1,122,205			1,010,318		830,287
Current Liabilities
Payable to related parties	1,918			3,761		1,158
Current portion of long-term financial debt	28,704	[1]		49,031		21,504
Other current liabilities	64,038			65,953		51,226
Total current liabilities	276,280			198,745		73,888
Noncurrent Liabilities
Due to affiliates	0			0		0
Long-term financial debt net of current portion	412,941			388,521		491,489
Other noncurrent liabilities	17,085			16,553		14,739
Total noncurrent liabilities	430,026			405,074		506,228
Total liabilities	706,306			603,819		580,116
Equity of Ultrapetrol (Bahamas) Limited	408,564			399,751		244,297
Noncontrolling interest	7,335			6,748		5,874
Total equity	415,899		231,773	406,499		250,171		268,794		288,583
Total liabilities and equity	1,122,205			1,010,318		830,287
SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS [Abstract]
Revenues	199,676		144,035	313,169		304,482		230,445
Operating expenses	(180,473)		(144,730)	(338,288)	[2]	(285,098)	[2]	(211,727)	[2]
Operating profit (loss)	19,203		(695)	(25,119)		19,384		18,718
Investments in affiliates	(319)		(666)	(1,175)		(1,073)		(341)
Other (expenses) income	(8,676)		(20,551)	(39,439)		(38,283)		(16,419)
Income (loss) before income taxes	10,208		(21,912)	(65,733)		(19,972)		1,958
Income taxes benefit (expense)	(2,023)		3,140	2,969		1,737		(6,363)
Loss from continuing operations				(62,764)		(18,235)		(4,405)
Loss from discontinued operations				0		0		(515)
Net income (loss)	8,185		(18,772)	(62,764)		(18,235)		(4,920)
Net income attributable to noncontrolling interest	553		445	893		570		451
Net income (loss) attributable to Ultrapetrol (Bahamas) Limited	7,632		(19,217)	(63,657)		(18,805)		(5,371)
SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF CASH FLOW [Abstract]
Net income (loss)	8,185		(18,772)	(62,764)		(18,235)		(4,920)
Loss from discontinued operations				0		0		(515)
Adjustments to reconcile net (loss) income to net cash provided by (used in) from operating activities	2,989		15,475	58,829		33,007		25,249
Net cash (used in) provided by operating activities from continuing operations	11,174		(3,297)	(3,935)		14,772		20,844
Net cash (used in) provided by operating activities from discontinued operations				0		(15)		(1,950)
Net cash (used in) provided by operating activities	11,174		(3,297)	(3,935)		14,757		18,894
Intercompany sources	0		0	0		0		0
Non-subsidiary sources	(11,203)		(21,952)	(32,513)		(97,863)		(56,089)
Net cash (used in) investing activities from continuing operations	(11,203)		(21,952)	(32,513)		(97,863)		(56,089)
Cash Provided by (Used in) Investing Activities, Discontinued Operations				0		0		1,950
Net cash (used in) provided by investing activities	(11,203)		(21,952)	(32,513)		(97,863)		(54,139)
Intercompany sources	0		0	0		0		0
Non-subsidiary sources	(90,871)		9,280	224,567		11,632		87,614
Net cash (used in) provided by financing activities	(90,871)		9,280	224,567		11,632		87,614
Net (decrease) increase in cash and cash equivalents	(90,900)		(15,969)	188,119		(71,474)		52,369
Parent [Member]
Current assets
Receivables from related parties	350,450			307,343		297,324
Other current assets	83,581			201,491		3,773
Total current assets	616,146			508,834		301,097
Noncurrent assets
Vessels and equipment, net	0			0		0
Investments in affiliates	168,878			151,447		201,323
Other noncurrent assets	9,031			5,171		6,825
Total noncurrent assets	177,909			156,618		208,148
Total assets	794,055			665,452		509,245
Current Liabilities
Payable to related parties	0			0		0
Current portion of long-term financial debt	0			0		0
Other current liabilities	3,871			5,701		4,948
Total current liabilities	185,491			85,701		4,948
Noncurrent Liabilities
Due to affiliates	0			0		0
Long-term financial debt net of current portion	200,000			180,000		260,000
Other noncurrent liabilities	0			0		0
Total noncurrent liabilities	200,000			180,000		260,000
Total liabilities	385,491			265,701		264,948
Equity of Ultrapetrol (Bahamas) Limited	408,564			399,751		244,297
Noncontrolling interest	0			0		0
Total equity	408,564			399,751		244,297
Total liabilities and equity	794,055			665,452		509,245
SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS [Abstract]
Revenues	0		0	0		0		0
Operating expenses	(3,706)		(3,027)	0		(8,490)		(8,332)
Operating profit (loss)	(3,706)		(3,027)	0		(8,490)		(8,332)
Investments in affiliates	16,414		(12,534)	(49,470)		(7,886)		8,153	[3]
Other (expenses) income	(5,076)		(3,656)	(14,187)		(2,429)		(5,192)
Income (loss) before income taxes	7,632		(19,217)	(63,657)		(18,805)		(5,371)
Income taxes benefit (expense)	0		0	0		0		0
Loss from continuing operations				(63,657)		(18,805)		(5,371)
Loss from discontinued operations				0		0		0
Net income (loss)	7,632		(19,217)	(63,657)		(18,805)		(5,371)
Net income attributable to noncontrolling interest	0		0	0		0		0
Net income (loss) attributable to Ultrapetrol (Bahamas) Limited	7,632		(19,217)	(63,657)		(18,805)		(5,371)
SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF CASH FLOW [Abstract]
Net income (loss)	8,185		(18,772)	(62,764)		(18,235)		(4,920)
Loss from discontinued operations				0		0		0
Adjustments to reconcile net (loss) income to net cash provided by (used in) from operating activities	(13,318)		13,280	51,532		12,134		(1,601)
Net cash (used in) provided by operating activities from continuing operations	(5,133)		(5,492)	(11,232)		(6,101)		(6,521)
Net cash (used in) provided by operating activities from discontinued operations				0		0		0
Net cash (used in) provided by operating activities				(11,232)		(6,101)		(6,521)
Intercompany sources	(43,107)		2,896	(10,019)		(17,947)		(60,822)
Non-subsidiary sources	0		0	0		0		0
Net cash (used in) investing activities from continuing operations	(43,107)		2,896					(60,822)
Cash Provided by (Used in) Investing Activities, Discontinued Operations								0
Net cash (used in) provided by investing activities				(10,019)		(17,947)		(60,822)
Intercompany sources	0		0	0		0		0
Non-subsidiary sources	(69,497)		0	219,122		(15,000)		75,281
Net cash (used in) provided by financing activities	(69,497)		0	219,122		(15,000)		75,281
Net (decrease) increase in cash and cash equivalents	(117,737)		(2,596)	197,871		(39,048)		7,938
Combined Subsidiary Guarantors [Member]
Current assets
Receivables from related parties	46,448			122,035		97,396
Other current assets	77,020			66,643		62,079
Total current assets	123,468			188,678		159,475
Noncurrent assets
Vessels and equipment, net	269,368			279,653		292,458
Investments in affiliates	0			0		0
Other noncurrent assets	30,828			26,032		14,632
Total noncurrent assets	300,196			305,685		307,090
Total assets	423,664			494,363		466,565
Current Liabilities
Payable to related parties	155,245			224,281		166,005
Current portion of long-term financial debt	6,420			12,064		5,046
Other current liabilities	71,760			51,781		31,878
Total current liabilities	233,425			288,126		202,929
Noncurrent Liabilities
Due to affiliates	9,149			32,937		47,066
Long-term financial debt net of current portion	51,892			55,102		57,166
Other noncurrent liabilities	254			262		218
Total noncurrent liabilities	61,295			88,301		104,450
Total liabilities	294,720			376,427		307,379
Equity of Ultrapetrol (Bahamas) Limited	128,944			117,936		159,186
Noncontrolling interest	0			0		0
Total equity	128,944			117,936		159,186
Total liabilities and equity	423,664			494,363		466,565
SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS [Abstract]
Revenues	144,155		91,991	207,429		208,130		154,326
Operating expenses	(130,579)		(100,375)	(234,412)		(185,834)		(137,862)
Operating profit (loss)	13,576		(8,384)	(26,983)		22,296		16,464
Investments in affiliates	0		0	0		0		0
Other (expenses) income	(1,710)		(15,125)	(17,311)		(25,378)		(2,406)
Income (loss) before income taxes	11,866		(23,509)	(44,294)		(3,082)		14,058
Income taxes benefit (expense)	858		(2,155)	3,044		1,060		486
Loss from continuing operations				(41,250)		(2,022)		14,544
Loss from discontinued operations				0		0		0
Net income (loss)	(21,354)		(21,354)	(41,250)		(2,022)		14,544
Net income attributable to noncontrolling interest	0		0	0		0		0
Net income (loss) attributable to Ultrapetrol (Bahamas) Limited	11,008		(21,354)	(41,250)		(2,022)		14,544
SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF CASH FLOW [Abstract]
Net income (loss)	11,008		(21,354)	(41,250)		(2,022)		14,544
Loss from discontinued operations				0		0		0
Adjustments to reconcile net (loss) income to net cash provided by (used in) from operating activities	18,816		48,154	16,695		18,755		31,076
Net cash (used in) provided by operating activities from continuing operations	29,824		26,800	(24,555)		16,733		45,620
Net cash (used in) provided by operating activities from discontinued operations				0		0		0
Net cash (used in) provided by operating activities				(24,555)		16,733		45,620
Intercompany sources	6,551		19,359	43,839		(1,322)		(16,189)
Non-subsidiary sources	(5,647)		(72,184)	(15,507)		(46,828)		(38,088)
Net cash (used in) investing activities from continuing operations	904		(52,825)					(54,277)
Cash Provided by (Used in) Investing Activities, Discontinued Operations								0
Net cash (used in) provided by investing activities				28,332		(48,150)		(54,277)
Intercompany sources	(23,788)		4,209	(17,123)		31,543		1,354
Non-subsidiary sources	(2,851)		8,836	4,747		13,395		(1,568)
Net cash (used in) provided by financing activities	(26,639)		13,045	(12,376)		44,938		(214)
Net (decrease) increase in cash and cash equivalents	4,089		(12,980)	(8,599)		13,521		(8,871)
Combined Subsidiary Non Guarantors [Member]
Current assets
Receivables from related parties	54,628			87,737		90,116
Other current assets	77,963			38,846		40,224
Total current assets	132,591			126,583		130,340
Noncurrent assets
Vessels and equipment, net	372,598			368,753		379,932
Investments in affiliates	233			251		373
Other noncurrent assets	29,445			33,275		56,922
Total noncurrent assets	402,276			402,279		437,227
Total assets	534,867			528,862		567,567
Current Liabilities
Payable to related parties	298,170			272,568		298,909
Current portion of long-term financial debt	22,284			36,967		16,458
Other current liabilities	(11,593)			8,471		14,400
Total current liabilities	308,861			318,006		329,767
Noncurrent Liabilities
Due to affiliates	0			0		0
Long-term financial debt net of current portion	161,049			153,419		174,323
Other noncurrent liabilities	16,831			16,291		14,521
Total noncurrent liabilities	177,880			169,710		188,844
Total liabilities	486,741			487,716		518,611
Equity of Ultrapetrol (Bahamas) Limited	48,126			41,146		48,956
Noncontrolling interest	0			0		0
Total equity	48,126			41,146		48,956
Total liabilities and equity	534,867			528,862		567,567
SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS [Abstract]
Revenues	79,014		72,139	140,530		137,274		119,193
Operating expenses	(69,710)		(61,393)	(138,608)		(131,638)		(108,549)
Operating profit (loss)	9,304		10,746	1,922		5,636		10,644
Investments in affiliates	(319)		(666)	(1,175)		(1,073)		(341)
Other (expenses) income	(1,890)		(1,770)	(7,941)		(10,476)		(8,821)
Income (loss) before income taxes	7,095		8,310	(7,194)		(5,913)		1,482
Income taxes benefit (expense)	1,165		(985)	(75)		677		(6,849)
Loss from continuing operations				(7,269)		(5,236)		(5,367)
Loss from discontinued operations				0		0		(515)
Net income (loss)	9,295		9,295	(7,269)		(5,236)		(5,882)
Net income attributable to noncontrolling interest	0		0	0		0		0
Net income (loss) attributable to Ultrapetrol (Bahamas) Limited	5,930		9,295	(7,269)		(5,236)		(5,882)
SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF CASH FLOW [Abstract]
Net income (loss)	6,483		9,740	(6,376)		(4,666)		(5,431)
Loss from discontinued operations				0		0		(515)
Adjustments to reconcile net (loss) income to net cash provided by (used in) from operating activities	(20,000)		(34,345)	38,228		8,806		(13,339)
Net cash (used in) provided by operating activities from continuing operations	(13,517)		(24,605)	31,852		4,140		(18,255)
Net cash (used in) provided by operating activities from discontinued operations				0		(15)		(1,950)
Net cash (used in) provided by operating activities				31,852		4,125		(20,205)
Intercompany sources	60,344		(23,064)	(16,697)		(6,774)		0
Non-subsidiary sources	(5,556)		50,232	(17,006)		(51,035)		(18,001)
Net cash (used in) investing activities from continuing operations	54,788		27,168					(18,001)
Cash Provided by (Used in) Investing Activities, Discontinued Operations								1,950
Net cash (used in) provided by investing activities				(33,703)		(57,809)		(16,051)
Intercompany sources	0		(3,400)	0		(5,500)		75,657
Non-subsidiary sources	(18,523)		444	698		13,237		13,901
Net cash (used in) provided by financing activities	(18,523)		(2,956)	698		7,737		89,558
Net (decrease) increase in cash and cash equivalents	22,748		(393)	(1,153)		(45,947)		53,302
Consolidating Adjustments [Member]
Current assets
Receivables from related parties	(451,497)			(517,105)		(484,779)
Other current assets	0			0		0
Total current assets	(451,497)			(517,105)		(484,779)
Noncurrent assets
Vessels and equipment, net	(857)			(887)		(945)
Investments in affiliates	(168,878)			(151,447)		(201,323)
Other noncurrent assets	(9,149)			(8,920)		(26,043)
Total noncurrent assets	(178,884)			(161,254)		(228,311)
Total assets	(630,381)			(678,359)		(713,090)
Current Liabilities
Payable to related parties	(451,497)			(493,088)		(463,756)
Current portion of long-term financial debt	0			0		0
Other current liabilities	0			0		0
Total current liabilities	(451,497)			(493,088)		(463,756)
Noncurrent Liabilities
Due to affiliates	(9,149)			(32,937)		(47,066)
Long-term financial debt net of current portion	0			0		0
Other noncurrent liabilities	0			0		0
Total noncurrent liabilities	(9,149)			(32,937)		(47,066)
Total liabilities	(460,646)			(526,025)		(510,822)
Equity of Ultrapetrol (Bahamas) Limited	(177,070)			(159,082)		(208,142)
Noncontrolling interest	7,335			6,748		5,874
Total equity	(169,735)			(152,334)		(202,268)
Total liabilities and equity	(630,381)			(678,359)		(713,090)
SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS [Abstract]
Revenues	(23,493)		(20,095)	(34,790)		(40,922)		(43,074)
Operating expenses	23,522		20,065	34,732		40,864		43,016
Operating profit (loss)	29		(30)	(58)		(58)		(58)
Investments in affiliates	(16,414)		12,534	49,470		7,886		(8,153)
Other (expenses) income	0		0	0		0		0
Income (loss) before income taxes	(16,385)		12,504	49,412		7,828		(8,211)
Income taxes benefit (expense)	0		0	0		0		0
Loss from continuing operations				49,412		7,828		(8,211)
Loss from discontinued operations				0		0		0
Net income (loss)	(16,385)		12,504	49,412		7,828		(8,211)
Net income attributable to noncontrolling interest	553		445	893		570		451
Net income (loss) attributable to Ultrapetrol (Bahamas) Limited	(16,938)		12,059	48,519		7,258		(8,662)
SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF CASH FLOW [Abstract]
Net income (loss)	(17,491)		11,614	47,626		6,688		(9,113)
Loss from discontinued operations				0		0		0
Adjustments to reconcile net (loss) income to net cash provided by (used in) from operating activities	17,491		(11,614)	(47,626)		(6,688)		9,113
Net cash (used in) provided by operating activities from continuing operations	0		0	0		0		0
Net cash (used in) provided by operating activities from discontinued operations				0		0		0
Net cash (used in) provided by operating activities				0		0		0
Intercompany sources	(23,788)		809	(17,123)		26,043		77,011
Non-subsidiary sources	0		0	0		0		0
Net cash (used in) investing activities from continuing operations	(23,788)		809					77,011
Cash Provided by (Used in) Investing Activities, Discontinued Operations								0
Net cash (used in) provided by investing activities				(17,123)		26,043		77,011
Intercompany sources	23,788		(809)	17,123		(26,043)		(77,011)
Non-subsidiary sources	0		0	0		0		0
Net cash (used in) provided by financing activities	23,788		(809)	17,123		(26,043)		(77,011)
Net (decrease) increase in cash and cash equivalents	$ 0		$ 0	$ 0		$ 0		$ 0

[1] Excludes the 2014 Senior Notes which were disclosed as current liabilities in the unaudited condensed consolidated balance sheet under the caption "2014 Senior Notes and accrued interest". See Note 3.a).

[2] Operating expenses included $2,753, $4,622 and $1,542 in 2012, 2011 and 2010, respectively, from related parties.

[3] Includes a loss of $515 related to discontinued operations.

XML

NATURE OF OPERATIONS AND CORPORATE ORGANIZATION - 10Q

6 Months Ended

12 Months Ended

Jun. 30, 2013

Dec. 31, 2012

NATURE OF OPERATIONS AND CORPORATE ORGANIZATION [Abstract]

NATURE OF OPERATIONS AND CORPORATE ORGANIZATION

1. NATURE OF OPERATIONS AND CORPORATE ORGANIZATION

Nature of operations

Ultrapetrol (Bahamas) Limited ("Ultrapetrol Bahamas", "Ultrapetrol", "the Company", "us" or "we") is a company organized and registered as a Bahamas Corporation since December 1997.

We are a shipping transportation company serving the marine transportation needs of our clients in the markets on which we focus. We serve the shipping markets for containers, grain soybean, forest products, minerals, crude oil, petroleum, and refined petroleum products, as well as the offshore oil platform supply market, through our operations in the following three segments of the marine transportation industry. In our River Business we are an owner and operator of river barges and push boats in the Hidrovia region of South America, a region of navigable waters on the Parana, Paraguay and Uruguay Rivers and part of the River Plate, which flow through Brazil, Bolivia, Uruguay, Paraguay and Argentina. The Company also has a shipyard that should promote organic growth and from time to time make external sales. In our Offshore Supply Business we own and operate vessels that provide logistical and transportation services for offshore petroleum exploration and production companies, in the coastal waters of Brazil and the North Sea. In our Ocean Business, we are an owner and operator of oceangoing vessels that transport petroleum products and a container line service in the Argentine cabotage trade.

1.   NATURE OF OPERATIONS AND CORPORATE ORGANIZATION

Nature of operations

Ultrapetrol (Bahamas) Limited ("Ultrapetrol Bahamas", "Ultrapetrol", "the Company", "us" or "we") is a company organized and registered as a Bahamas Corporation since December 1997.

We are a shipping transportation company serving the marine transportation needs of our clients in the markets on which we focus.  We serve the shipping markets for containers, grain soybean, forest products, minerals, crude oil, petroleum, and refined petroleum products, as well as the offshore oil platform supply market, through our operations in the following three segments of the marine transportation industry.  In our River Business we are an owner and operator of river barges and push boats in the Hidrovia region of South America, a region of navigable waters on the Parana, Paraguay and Uruguay Rivers and part of the River Plate, which flow through Brazil, Bolivia, Uruguay, Paraguay and Argentina. The Company also has a shipyard that should promote organic growth and from time to time make external sales. In our Offshore Supply Business we own and operate vessels that provide logistical and transportation services for offshore petroleum exploration and production companies, in the coastal waters of Brazil and the North Sea.  In our Ocean Business, we are an owner and operator of oceangoing vessels that transport petroleum products and a container line service in the Argentine cabotage trade.

Issuance of common stock

On December 12, 2012, we entered into an investment agreement with Sparrow Capital Investments, Ltd, or Sparrow, a subsidiary of Southern Cross Latin America Private Equity Fund III, L.P. and Southern Cross Latin America Private Equity Fund IV, L.P., or Southern Cross, pursuant to which we sold 110,000,000 shares of newly issued common stock to Sparrow at a purchase price of $2.00 per share, or the Sparrow Investment and received net proceeds of $219,122.  Concurrently, Sparrow designated Sparrow CI Sub Ltd. to receive 16,060,000 shares of common stock of Ultrapetrol.  In connection with the investment agreement, the Company (1) made certain amendments to its Articles and Memorandum of Association at the time of closing, and (2) entered into a registration rights agreement for the shares purchased by Sparrow and shares currently owned by Inversiones Los Avellanos S.A. ("Los Avellanos") and Hazels (Bahamas) Investments Inc. ("Hazels"), two existing shareholders of the Company.

In addition, in connection with the Sparrow Investment, Sparrow entered into a Shareholders' Agreement with Los Avellanos and Hazels (the "Shareholders' Agreement") regarding, among other things, the governance of the Company and the transfer of shares of common stock held by the parties, and which includes the following provisions:

-   For an initial period of six months after December 12, 2012, subject to extension or termination at discretion of Sparrow, at any time, Los Avellanos and Hazels have together the right to appoint four directors to the Company's board of Directors, and Sparrow has the right to appoint two directors to the Company's board of Directors.

-   Subsequent to the termination of this initial period, Los Avellanos and Hazels will together have the right to appoint two directors to the Company's board of Directors, and Sparrow will have the right to appoint four directors to the Company's board of Directors.

-   A seventh, independent director is jointly agreed by the parties.

-   The Shareholders' Agreement includes corporate governance provisions that require six directors to approve certain actions by the Company.

-   Los Avellanos and Hazels agree to vote their shares of common stock in the same manner as Sparrow, except for any matter that requires, but does not obtain, the approval of six directors of the Company, as required by the Shareholders' Agreement.

-   Los Avellanos and Hazels on the one hand and Sparrow on the other hand have a right of first offer on the shares of common stock held by the other party along with customary "tag-along" rights. Sparrow also has certain "drag-along" rights with respect to the shares of common stock held by Los Avellanos and Hazels. These drag-along rights take effect beginning four years after the closing date and only if Sparrow fails to achieve certain investment returns.

XML

DERIVATIVE INSTRUMENTS AND HEDGING STRATEGIES (Details) (USD $) In Thousands, unless otherwise specified								12 Months Ended
	Dec. 31, 2012 UP Offshore (Bahamas) Ltd, DVB SE and Banco Security, Through 2018 [Member] Interest Rate Swap [Member]	Dec. 31, 2010 UP Offshore (Bahamas) Ltd, DVB SE and Banco Security, Through 2018 [Member] Interest Rate Swap [Member]	Jun. 30, 2013 Cash Flow Hedge [Member]	Dec. 31, 2012 Cash Flow Hedge [Member]	Dec. 31, 2011 Cash Flow Hedge [Member]	Dec. 31, 2010 Minimum [Member] UP Offshore (Bahamas) Ltd, DVB SE and Banco Security, Through 2018 [Member] Interest Rate Swap [Member]	Dec. 31, 2010 Maximum [Member] UP Offshore (Bahamas) Ltd, DVB SE and Banco Security, Through 2018 [Member] Interest Rate Swap [Member]	Dec. 31, 2010 FFA [Member]	Dec. 31, 2010 FFA [Member] Cash Flow Hedge [Member]	Jun. 30, 2013 Interest Rate Collar [Member]	Dec. 31, 2012 Interest Rate Collar [Member]	Dec. 31, 2010 Interest Rate Collar [Member]	Jun. 30, 2013 Interest Rate Collar [Member] Cash Flow Hedge [Member]	Dec. 31, 2012 Interest Rate Collar [Member] Cash Flow Hedge [Member]	Dec. 31, 2011 Interest Rate Collar [Member] Cash Flow Hedge [Member]	Jun. 30, 2013 Interest Rate Swap [Member] Cash Flow Hedge [Member]	Dec. 31, 2012 Interest Rate Swap [Member] Cash Flow Hedge [Member]	Dec. 31, 2011 Interest Rate Swap [Member] Cash Flow Hedge [Member]
Derivatives Designated as Hedging Instruments [Abstract]
Current other liabilities			$ 1,067	$ 1,070	$ 833								$ 718	$ 722	$ 582	$ 349	$ 348	$ 251
Noncurrent other liabilities			1,084	2,026	1,788								764	1,235	1,145	320	791	643
Interest Rate Agreements [Abstract]
Notional amount of interest rate derivative	29,392	30,850								65,217	68,478	75,000
Floor strike rate (in hundredths)												1.69%
Cap strike rate (in hundredths)												5.00%
Interest rate (in hundredths)						0.89%	3.67%
FFA [Abstract]
Realized gain on FFA positions								10,710
Net cash settlements for FFA positions									$ 16,666

XML

VESSELS AND EQUIPMENT, NET - 10Q (Details) (USD $) In Thousands, except Share data, unless otherwise specified	6 Months Ended		12 Months Ended			0 Months Ended		12 Months Ended					12 Months Ended		12 Months Ended									12 Months Ended	6 Months Ended	12 Months Ended	6 Months Ended	12 Months Ended	6 Months Ended	12 Months Ended				12 Months Ended	6 Months Ended	12 Months Ended						6 Months Ended	0 Months Ended
	Jun. 30, 2013 Vessel	Jun. 30, 2012	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010	Jul. 25, 2013 Noncontrolling Interest Acquisition [Member] Subsequent Event [Member]	Jul. 05, 2013 Noncontrolling Interest Acquisition [Member] Subsequent Event [Member]	Dec. 31, 2010 Feeder Container Vessels [Member] Vessels Purchased [Member] Ocean Business [Member] Vessel	Dec. 31, 2010 Capesize Vessels [Member] Vessels Sold [Member] Ocean Business [Member] Vessel	Dec. 31, 2011 Pushboats [Member] Vessels Purchased [Member] River Business [Member]	Dec. 31, 2012 Pushboats [Member] Vessels Sold [Member] River Business [Member]	Dec. 31, 2011 Barges [Member] Vessels Sold [Member] River Business [Member]	Dec. 31, 2011 Barges [Member] Vessels Built [Member] River Business [Member] Vessel	Dec. 31, 2012 Barges [Member] Vessels Built [Member] River Business [Member]	Dec. 31, 2012 Barges [Member] Vessels Built, Sold and Leaseback [Member] River Business [Member]	Jun. 30, 2013 Ocean-going Vessels [Member]	Dec. 31, 2012 Ocean-going Vessels [Member]	Dec. 31, 2011 Ocean-going Vessels [Member]	Dec. 31, 2010 Ocean-going Vessels [Member] Feeder Container Vessels [Member] Vessels Purchased [Member]	Jun. 30, 2013 River Barges and Push Boats [Member]	Dec. 31, 2012 River Barges and Push Boats [Member]	Dec. 31, 2011 River Barges and Push Boats [Member]	Dec. 31, 2012 River Barges and Push Boats [Member] Vessels Sold [Member] River Business [Member]	Dec. 31, 2011 River Barges and Push Boats [Member] Pushboats [Member] Vessels Purchased [Member] River Business [Member] Vessel	Jun. 30, 2013 River Barges and Push Boats [Member] Pushboats [Member] Vessels Sold [Member] River Business [Member] Vessel	Dec. 31, 2012 River Barges and Push Boats [Member] Pushboats [Member] Vessels Sold [Member] River Business [Member] Vessel	Jun. 30, 2013 River Barges and Push Boats [Member] Barges [Member] Vessels Built [Member] River Business [Member] Vessel	Dec. 31, 2012 River Barges and Push Boats [Member] Barges [Member] Vessels Built [Member] River Business [Member] Vessel	Jun. 30, 2013 River Barges and Push Boats [Member] Barges [Member] Vessels Built, Sold and Leaseback [Member] River Business [Member] Vessel	Dec. 31, 2012 River Barges and Push Boats [Member] Barges [Member] Vessels Built, Sold and Leaseback [Member] River Business [Member] Vessel	Jun. 30, 2013 PSVs [Member]	Dec. 31, 2012 PSVs [Member]	Dec. 31, 2011 PSVs [Member]	Dec. 31, 2012 PSVs [Member] Vessels Built [Member] INDIA [Member]	Jun. 30, 2013 PSVs [Member] Vessels Built [Member] Offshore Supply Business [Member] INDIA [Member] Installment	Dec. 31, 2012 PSVs [Member] Vessels Built [Member] Offshore Supply Business [Member] INDIA [Member] Vessel	Dec. 31, 2007 PSVs [Member] Vessels Built [Member] Offshore Supply Business [Member] INDIA [Member] Installment Vessel	Jan. 30, 2013 PSVs [Member] Vessels Built [Member] Offshore Supply Business [Member] INDIA [Member]	May 22, 2012 PSVs [Member] Vessels Built [Member] Offshore Supply Business [Member] INDIA [Member]	Feb. 21, 2007 PSVs [Member] Vessels Built [Member] Offshore Supply Business [Member] INDIA [Member]	Jan. 30, 2013 PSVs [Member] Vessels Built [Member] Offshore Supply Business [Member] Subsequent Event [Member]	Jun. 30, 2014 PSVs [Member] Vessels Built [Member] Offshore Supply Business [Member] Subsequent Event [Member] INDIA [Member] Vessel	Aug. 12, 2013 PSVs [Member] Vessels Built [Member] Delivery of UP Pearl [Member] Subsequent Event [Member] INDIA [Member]	Jun. 30, 2013 Advances for PSV Construction [Member]	Dec. 31, 2012 Advances for PSV Construction [Member]	Dec. 31, 2011 Advances for PSV Construction [Member]	Jun. 30, 2013 Furniture and Equipment [Member]	Dec. 31, 2012 Furniture and Equipment [Member]	Dec. 31, 2011 Furniture and Equipment [Member]	Jun. 30, 2013 Building, Land, Operating Base and Shipyard [Member]	Dec. 31, 2012 Building, Land, Operating Base and Shipyard [Member]	Dec. 31, 2011 Building, Land, Operating Base and Shipyard [Member]
Property, Plant and Equipment [Line Items]
Original book value	$ 882,716		$ 870,447	$ 856,410									$ 31,400	$ 9,100		$ 120,546	$ 115,375	$ 127,468		$ 411,926	$ 411,820	$ 398,391					$ 8,598				$ 245,527	$ 223,032	$ 199,453											$ 36,455	$ 53,496	$ 68,149	$ 12,433	$ 11,822	$ 10,458	$ 55,829	$ 54,902	$ 52,491
Accumulated depreciation	(241,607)		(222,928)	(184,965)
Net book value	641,109		647,519	671,445
Depreciation expense	19,067	18,974	38,914	34,891	29,880
Net book value of assets pledged	396,000
Acquisitions and Disposals [Abstract]
Number of vessels	4							2	3				42											3	1	1	8	8	10	14						3	4					2
Aggregate purchase (sale) price									36,584	2,900	3,850								26,200				13,020		3,850				9,300						88,052					88,052
Gain on sale of vessel									724		3,564	2,116													3,564				1,779
Lease term															10 years														10 years
Cost of vessel	882,716		870,447	856,410									31,400	9,100		120,546	115,375	127,468		411,926	411,820	398,391					8,598				245,527	223,032	199,453											36,455	53,496	68,149	12,433	11,822	10,458	55,829	54,902	52,491
Number of installments, note payable																																			5		5
Percentage of purchase price paid in installments (in hundredths)																																			20.00%		20.00%
Reduction in contract price due to penalty for late delivery																																						1,800	1,800		1,800
Debt instrument, periodic payment																																		48,400	33,100								893
Remaining commitments																																			10,900	17,600							1,800
Ownership percentage by noncontrolling owners (in hundredths)	87.90%		87.90%				5.55%
Number of shares of common stock to be purchased from noncontrolling interest (in shares)							2,500,119
Payments to noncontrolling interests						$ 10,250
Ownership percentage in UP Offshore (Bahamas) Limited (in hundredths)						100.00%

XML

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) (USD $) In Thousands, except Share data, unless otherwise specified	6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012
CONSOLIDATED STATEMENTS OF OPERATIONS [Abstract]
REVENUES	$ 199,676	$ 144,035
OPERATING EXPENSES
Voyage and manufacturing expenses	(75,414)	(56,505)
Running costs	(67,620)	(58,485)
Depreciation and amortization	(20,523)	(21,051)
Administrative and commercial expenses	(18,323)	(15,437)
Other operating income, net	1,407	6,748
Operating expenses	(180,473)	(144,730)
Operating profit (loss)	19,203	(695)
OTHER INCOME (EXPENSES)
Financial expense	(16,230)	(18,117)
Financial loss on extinguishment of debt	(3,785)	0
Foreign currency exchange gains (losses), net	11,445	(2,123)
Financial income	87	80
Loss on derivatives, net	(211)	0
Investments in affiliates	(319)	(666)
Other, net	18	(391)
Total other income (expenses)	(8,995)	(21,217)
Income (loss) before income taxes	10,208	(21,912)
Income tax (expenses) benefit	(2,023)	3,140
Net income (loss)	8,185	(18,772)
Net income attributable to noncontrolling interest	553	445
Net income (loss) attributable to Ultrapetrol (Bahamas) Limited	$ 7,632	$ (19,217)
INCOME (LOSS) PER SHARE OF ULTRAPETROL (BAHAMAS) LIMITED - BASIC AND DILUTED (in dollars per share)	$ 0.05	$ (0.65)
Basic weighted average number of shares (in shares)	140,092,934	29,568,622
Diluted weighted average number of shares (in shares)	140,275,792	29,568,622

XML

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (USD $) In Thousands, except Share data, unless otherwise specified	Common stock [Member]	Additional paid-in capital [Member]	Treasury stock [Member]	Retained earnings (deficit) [Member]	Accumulated other comprehensive income (loss) [Member]	Noncontrolling interest [Member]	Total
Balance at Dec. 31, 2009	$ 338	$ 269,958	$ (19,488)	$ 17,357	$ 15,538	$ 4,880	$ 288,583
Balance (in shares) at Dec. 31, 2009	29,943,653
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Compensation related to restricted stock granted	0	1,266	0	0	0	0	1,266
Compensation related to restricted stock granted (in shares)	0
Other comprehensive loss	0	0	0	0	(16,135)	0	(16,135)
Net loss	0	0	0	(5,371)	0	451	(4,920)
Balance at Dec. 31, 2010	338	271,224	(19,488)	11,986	(597)	5,331	268,794
Balance (in shares) at Dec. 31, 2010	29,943,653
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Compensation related to restricted stock granted	1	1,078	0	0	0	0	1,079
Compensation related to restricted stock granted (in shares)	67,975
Other comprehensive loss	0	0	0	0	(1,440)	(27)	(1,467)
Net loss	0	0	0	(18,805)	0	570	(18,235)
Balance at Dec. 31, 2011	339	272,302	(19,488)	(6,819)	(2,037)	5,874	250,171
Balance (in shares) at Dec. 31, 2011	30,011,628						30,011,628
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Compensation related to restricted stock granted	0	580	0	0	0	0	580
Other comprehensive loss	0	0	0	0	(201)	(5)	(206)
Net loss	0	0	0	(19,217)	0	445	(18,772)
Balance at Jun. 30, 2012	339	272,882	(19,488)	(26,036)	(2,238)	6,314	231,773
Balance (in shares) at Jun. 30, 2012	30,011,628
Balance at Dec. 31, 2011	339	272,302	(19,488)	(6,819)	(2,037)	5,874	250,171
Balance (in shares) at Dec. 31, 2011	30,011,628						30,011,628
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Compensation related to restricted stock granted	4	526	0	0	0	0	530
Compensation related to restricted stock granted (in shares)	407,859
Other comprehensive loss	0	0	0	0	(541)	(19)	(560)
Issuance of common stock	1,100	218,900	0	0	0	0	220,000
Issuance of common stock (in shares)	110,000,000
Fees and Issuance expenses	0	(878)	0	0	0	0	(878)
Net loss	0	0	0	(63,657)	0	893	(62,764)
Balance at Dec. 31, 2012	1,443	490,850	(19,488)	(70,476)	(2,578)	6,748	406,499
Balance (in shares) at Dec. 31, 2012	140,419,487						140,419,487
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Compensation related to restricted stock granted	0	131	0	0	0	0	131
Compensation related to restricted stock granted (in shares)	0
Other comprehensive loss	0	0	0	0	1,050	34	1,084
Net loss	0	0	0	7,632	0	553	8,185
Balance at Jun. 30, 2013	$ 1,443	$ 490,981	$ (19,488)	$ (62,844)	$ (1,528)	$ 7,335	$ 415,899
Balance (in shares) at Jun. 30, 2013	140,419,487						140,419,487

XML

FAIR VALUE MEASUREMENT (Details) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2013		Dec. 31, 2012		Dec. 31, 2011
LIABILITIES [Abstract]
Ownership percentage of investments not estimated at fair value (in hundredths)	50.00%		50.00%
Carrying Amount [Member]
ASSETS [Abstract]
Cash and cash equivalents	$ 131,315		$ 222,215		$ 34,096
Restricted cash (current and noncurrent portion)	10,369		7,432		8,302
LIABILITIES [Abstract]
Long term financial debt (current and non-current portion - Note 5)	441,645	[1]	517,552	[1]	512,993	[1]
Estimated Fair Value [Member]
ASSETS [Abstract]
Cash and cash equivalents	131,315		222,215		34,096
Restricted cash (current and noncurrent portion)	10,369		7,432		8,302
LIABILITIES [Abstract]
Long term financial debt (current and non-current portion - Note 5)	441,645	[1]	517,595	[1]	468,393	[1]
Fair Value, Measurements, Recurring [Member] | Level 1 [Member]
Current Liabilities [Abstract]
-Interest rate collar (included in other liabilities)	0		0
-Interest rate swap (included in other liabilities)	0		0
Noncurrent Liabilities [Abstract]
-Interest rate collar (included in other liabilities)	0		0
-Interest rate swap (included in other liabilities)	0		0
Fair Value, Measurements, Recurring [Member] | Level 2 [Member]
Current Liabilities [Abstract]
-Interest rate collar (included in other liabilities)	718		722
-Interest rate swap (included in other liabilities)	349		348
Noncurrent Liabilities [Abstract]
-Interest rate collar (included in other liabilities)	764		1,235
-Interest rate swap (included in other liabilities)	320		791
Fair Value, Measurements, Recurring [Member] | Level 3 [Member]
Current Liabilities [Abstract]
-Interest rate collar (included in other liabilities)	0		0
-Interest rate swap (included in other liabilities)	0		0
Noncurrent Liabilities [Abstract]
-Interest rate collar (included in other liabilities)	0		0
-Interest rate swap (included in other liabilities)	0		0
Fair Value, Measurements, Nonrecurring [Member] | Level 1 [Member]
Assets Measured on Nonrecurring Basis [Abstract]
Vessels and equipment held and used			0
Fair Value, Measurements, Nonrecurring [Member] | Level 2 [Member]
Assets Measured on Nonrecurring Basis [Abstract]
Vessels and equipment held and used			0
Fair Value, Measurements, Nonrecurring [Member] | Level 3 [Member]
Assets Measured on Nonrecurring Basis [Abstract]
Vessels and equipment held and used			$ 7,380

[1] The fair value of long term financial debt is measured using Level 2 fair value inputs.

XML

BUSINESS AND GEOGRAPHIC SEGMENT INFORMATION - 10Q (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2013

Dec. 31, 2012

BUSINESS AND GEOGRAPHIC SEGMENT INFORMATION [Abstract]

Revenue by Geographical Region

All of the Company's operating revenues were derived from its foreign operations. The following represents the Company's revenues attributed by geographical region in which services are provided to customers.

	For the six-month periods ended June 30, (unaudited)
	2013		2012
Revenues (1)
−South America	$	162,595	$	120,627
−Central America		21,021		9,523
−Europe		7,227		9,542
−North America		538		3,413
−Asia		8,295		930
	$	199,676	$	144,035

(1) Classified by country of domicile of charterers/customers.

All of the Company's operating revenues were derived from its foreign operations.  The following represents the Company's revenues attributed by geographical region in which services are provided to customers.

	For the years ended December 31,
	2012		2011		2010
Revenues (1)
−South America	$	238,572	$	267,420	$	199,585
−Europe		28,320		19,910		19,923
−Central America		35,333		16,499		5,624
−North America		7,438		227		1,219
−Asia		3,506		426		4,094
	$	313,169	$	304,482	$	230,445

(1)   Classified by country of domicile of charterers/costumers.

Assets by Geographical Region

The following represents the Company's vessels and equipment based upon the assets' physical location as of the end of each applicable period presented:

	At June 30, 2013 (unaudited)		At December 31, 2012
Vessels and equipment, net
−South America	$	575,436	$	564,352
−Europe		24,924		25,474
−Asia		36,455		53,496
−Other		4,294		4,197
	$	641,109	$	647,519

The following represents the Company's vessels and equipment based upon the assets' physical location as of the end of each applicable period presented:

	At December 31,
	2012		2011
Vessels and equipment, net
−South America	$	564,352	$	572,512
−Europe		25,474		26,571
−Asia		53,496		68,149
−Other		4,197		4,213
	$	647,519	$	671,445

Operating Segment Information

The following schedule presents segment information about the Company's operations for the six-month period ended June 30, 2013 (unaudited):

	River Business			Offshore Supply Business		Ocean Business			Total
Revenues	$	122,531		$	42,447	$	34,698		$	199,676
Running and voyage and manufacturing expenses		92,127			20,583		30,324			143,034
Depreciation and amortization		11,727			5,395		3,401			20,523
Segment operating profit (loss)		10,664			11,636		(3,097	)		19,203
Segment assets		410,015			272,727		111,424			794,166
Investments in and receivables from affiliates		4,072			-		233			4,305
Loss from investment in affiliates		(302	)		-		(17	)		(319	)
Additions to long-lived assets		2,196			5,454		5,332			12,982

The following schedule presents segment information about the Company's operations for the six-month period ended June 30, 2012 (unaudited):

	River Business			Offshore Supply Business		Ocean Business			Total
Revenues	$	71,128		$	35,170	$	37,737		$	144,035
Running and voyage and manufacturing expenses		63,960			19,435		31,595			114,990
Depreciation and amortization		10,776			5,233		5,042			21,051
Segment operating (loss) profit		(5,157	)		8,524		(4,062	)		(695	)
Loss from investment in affiliates		(663	)		-		(3	)		(666	)
Additions to long-lived assets		18,484			8,541		314			27,339

The following schedule presents segment information about the Company's operations for the year ended December 31, 2012:

	River Business			Offshore Supply Business		Ocean Business			Total
Revenues	$	163,279		$	76,661	$	73,229		$	313,169
Running and voyage and manufacturing expenses		148,653			43,405		62,369			254,427
Depreciation and amortization		21,996			10,938		10,918			43,852
Segment operating (loss) profit		(18,963	)		17,615		(23,771	) (1)		(25,119	)
Segment assets		387,484			263,315		123,033			773,832
Investments in and receivables from affiliates		4,032			-		250			4,282
Loss from investment in affiliates		(1,168	)		-		(7	)		(1,175	)
Additions to long-lived assets		24,634			13,405		1,977			40,016

(1)   Includes an impairment charge for our product tanker M/V Amadeo of $16,000.

The following schedule presents segment information about the Company's operations for the year ended December 31, 2011:

	River Business			Offshore Supply Business		Ocean Business			Total
Revenues	$	174,594		$	64,606	$	65,282		$	304,482
Running and voyage and manufacturing expenses		132,719			38,852		53,036			224,607
Depreciation and amortization		20,139			9,436		9,569			39,144
Segment operating (loss) profit		13,138			10,999		(4,753	)		19,384
Segment assets		392,549			263,094		124,527			780,170
Investments in and receivables from affiliates		6,595			-		256			6,851
Loss from investment in affiliates		(1,042	)		-		(31	)		(1,073	)
Additions to long-lived assets (1)		73,265			19,502		3,345			96,112

(1)   Excludes $1,751, which corresponds to additions to corporate assets.

The following schedule presents segment information about the Company's operations for the year ended December 31, 2010:

	River Business			Offshore Supply Business		Ocean Business			Total
Revenues	$	120,024		$	54,283	$	56,138		$	230,445
Running and voyage and manufacturing expenses		80,702			29,637		40,583			150,922
Depreciation and amortization		17,248			7,178		9,945			34,371
Segment operating (loss) profit		10,244			10,611		(2,137	)		18,718
Segment assets		351,388			245,865		104,334			701,587
Investments in and receivables from affiliates		6,537			-		287			6,824
Income (Loss) from investment in affiliates		(322	)		-		(19	)		(341	)
Additions to long-lived assets		67,942			7,141		30,164			105,247

Reconciliation of Assets from Segment to Consolidated

Reconciliation of total assets of the segments to amount included in the unaudited condensed consolidated balance sheets were as follow:

	At June 30, 2013 (unaudited)
Total assets for reportable segments	$	794,166
Other assets		14,609
Corporate cash and cash equivalents		131,315
Restricted cash to redeem 2014 Senior Notes		182,115
Consolidated total assets	$	1,122,205

Reconciliation of total assets of the segments to amount included in the consolidated balance sheets were as follow:

	At December 31,
	2012		2011
Total assets for reportable segments	$	773,832	$	780,170
Other assets		14,271		16,021
Corporate cash and cash equivalents		222,215		34,096
Consolidated total assets	$	1,010,318	$	830,287

XML

SIGNIFICANT ACCOUNTING POLICIES - 10Q (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2013

Dec. 31, 2012

SIGNIFICANT ACCOUNTING POLICIES [Abstract]

Outstanding Equity Awards Not Included in the Diluted Net Loss per Share Calculation

The following outstanding equity awards are not included in the diluted net income (loss) per share attributable to Ultrapetrol (Bahamas) Limited calculation because they would have had an antidilutive effect:

	For the six month periods ended June 30, (unaudited)
	2013		2012
Stock options		348,750		348,750
Restricted stock		-		680,000
Convertible debt		-		13,051,000
Total		348,750		14,079,750

The following outstanding equity awards are not included in the diluted net loss per share calculation because they would have had an antidilutive effect:

	For the years ended December 31,
	2012		2011		2010
Stock options		459,000		349,000		349,000
Restricted stock		329,000		705,000		520,000
Convertible debt		13,051,000		13,051,000		13,051,000
Total		13,839,000		14,105,000		13,920,000

Computation of Basic and Diluted Loss per Share

The following table sets forth the computation of basic and diluted net income (loss) per share attributable to Ultrapetrol (Bahamas) Limited:

	For the six month periods ended June 30, (unaudited)
	2013		2012
Net income (loss) attributable to Ultrapetrol (Bahamas) Limited	$	7,632	$	(19,217	)
Basic weighted average number of shares		140,092,934		29,568,622
Effect on dilutive shares-- Options and restricted stock		182,858		-
Diluted weighted average number of shares		140,275,792		29,568,622
Basic and diluted income (loss) per share attributable to Ultrapetrol (Bahamas) Limited	$	0.05	$	(0.65	)

The following table sets forth the computation of basic and diluted loss per share attributable to Ultrapetrol (Bahamas) Limited.

	For the years ended December 31,
	2012			2011			2010
Loss from continuing operations	$	(63,657	)	$	(18,805	)	$	(4,856	)
Loss from discontinued operations		-			-			(515	)
Net loss	$	(63,657	)	$	(18,805	)	$	(5,371	)

	For the years ended December 31,
	2012			2011			2010
Basic and diluted weighted average number of shares		35,382,913			29,547,365			29,525,025
Basic and diluted loss per share:
From continuing operations	$	(1.80	)	$	(0.64	)	$	(0.16	)
From discontinued operations		-			-			(0.02	)
	$	(1.80	)	$	(0.64	)	$	(0.18	)

Accumulated Other Comprehensive Loss

The components of accumulated other comprehensive income (loss) in the condensed consolidated balance sheets were as follows:

	At June 30, 2013 (unaudited)			At December 31, 2012
Unrealized net losses on interest rate collar	$	(1,482	)	$	(1,958	)
Unrealized net losses on interest rate swap		(190	)		(803	)
Unrealized net gains on EURO hedge		132			137
Accumulated other comprehensive income (loss)		(1,540	)		(2,624	)
Amounts attributable to noncontrolling interest		(12	)		(46	)
Amounts attributable to Ultrapetrol (Bahamas) Limited	$	(1,528	)	$	(2,578	)

The components of accumulated other comprehensive loss in the consolidated balance sheets were as follows:

	At December 31,
	2012			2011
Unrealized net losses on interest rate collar	$	(1,958	)	$	(1,727	)
Unrealized net losses on interest rate swaps		(803	)		(482	)
Unrealized net gains on EURO hedge		137			145
Accumulated other comprehensive loss		(2,624	)		(2,064	)
Amounts attributable to noncontrolling interest		(46	)		(27	)
Amounts attributable to Ultrapetrol (Bahamas) Limited	$	(2,578	)	$	(2,037	)

XML

SUPPLEMENTAL GUARANTOR INFORMATION - 10Q (Details) (USD $)	6 Months Ended			12 Months Ended							6 Months Ended		12 Months Ended				6 Months Ended		12 Months Ended			6 Months Ended		12 Months Ended			6 Months Ended		12 Months Ended
	Jun. 30, 2013		Jun. 30, 2012	Dec. 31, 2012		Dec. 31, 2011		Dec. 31, 2010		Dec. 31, 2009	Jun. 30, 2013 Parent [Member]	Jun. 30, 2012 Parent [Member]	Dec. 31, 2012 Parent [Member]	Dec. 31, 2011 Parent [Member]	Dec. 31, 2010 Parent [Member]		Jun. 30, 2013 Combined Subsidiary Guarantors [Member]	Jun. 30, 2012 Combined Subsidiary Guarantors [Member]	Dec. 31, 2012 Combined Subsidiary Guarantors [Member]	Dec. 31, 2011 Combined Subsidiary Guarantors [Member]	Dec. 31, 2010 Combined Subsidiary Guarantors [Member]	Jun. 30, 2013 Combined Subsidiary Non Guarantors [Member]	Jun. 30, 2012 Combined Subsidiary Non Guarantors [Member]	Dec. 31, 2012 Combined Subsidiary Non Guarantors [Member]	Dec. 31, 2011 Combined Subsidiary Non Guarantors [Member]	Dec. 31, 2010 Combined Subsidiary Non Guarantors [Member]	Jun. 30, 2013 Consolidating Adjustments [Member]	Jun. 30, 2012 Consolidating Adjustments [Member]	Dec. 31, 2012 Consolidating Adjustments [Member]	Dec. 31, 2011 Consolidating Adjustments [Member]	Dec. 31, 2010 Consolidating Adjustments [Member]	Jun. 30, 2013 First Preferred Ship Mortgage Notes due 2021 [Member]	May 28, 2013 First Preferred Ship Mortgage Notes due 2021 [Member]
Debt Instrument [Line Items]
Face amount of debt instrument																																$ 200,000	$ 200,000
Interest Rate (in hundredths)																																8.875%
Current assets
Receivables from related parties	29,000			10,000		57,000					350,450,000		307,343,000	297,324,000			46,448,000		122,035,000	97,396,000		54,628,000		87,737,000	90,116,000		(451,497,000)		(517,105,000)	(484,779,000)
Restricted cash to redeem 2014 Senior Notes	182,115,000			0							182,115,000						0					0					0
Other current assets	238,564,000			306,980,000		106,076,000					83,581,000		201,491,000	3,773,000			77,020,000		66,643,000	62,079,000		77,963,000		38,846,000	40,224,000		0		0	0
Total current assets	420,708,000			306,990,000		106,133,000					616,146,000		508,834,000	301,097,000			123,468,000		188,678,000	159,475,000		132,591,000		126,583,000	130,340,000		(451,497,000)		(517,105,000)	(484,779,000)
Noncurrent assets
Vessels and equipment, net	641,109,000			647,519,000		671,445,000					0		0	0			269,368,000		279,653,000	292,458,000		372,598,000		368,753,000	379,932,000		(857,000)		(887,000)	(945,000)
Investments in affiliates	233,000			251,000		373,000					168,878,000		151,447,000	201,323,000			0		0	0		233,000		251,000	373,000		(168,878,000)		(151,447,000)	(201,323,000)
Other noncurrent assets	60,155,000			55,558,000		52,336,000					9,031,000		5,171,000	6,825,000			30,828,000		26,032,000	14,632,000		29,445,000		33,275,000	56,922,000		(9,149,000)		(8,920,000)	(26,043,000)
Total noncurrent assets	701,497,000			703,328,000		724,154,000					177,909,000		156,618,000	208,148,000			300,196,000		305,685,000	307,090,000		402,276,000		402,279,000	437,227,000		(178,884,000)		(161,254,000)	(228,311,000)
Total assets	1,122,205,000			1,010,318,000		830,287,000					794,055,000		665,452,000	509,245,000			423,664,000		494,363,000	466,565,000		534,867,000		528,862,000	567,567,000		(630,381,000)		(678,359,000)	(713,090,000)
Current Liabilities
Payable to related parties	1,918,000			3,761,000		1,158,000					0		0	0			155,245,000		224,281,000	166,005,000		298,170,000		272,568,000	298,909,000		(451,497,000)		(493,088,000)	(463,756,000)
2014 Senior Notes and accrued interest	181,620,000			0		0					181,620,000						0					0					0
Current portion of long-term financial debt	28,704,000	[1]		49,031,000		21,504,000					0		0	0			6,420,000		12,064,000	5,046,000		22,284,000		36,967,000	16,458,000		0		0	0
2017 Senior Convertible Notes	0			80,000,000		0							80,000,000						0					0					0
Other current liabilities	64,038,000			65,953,000		51,226,000					3,871,000		5,701,000	4,948,000			71,760,000		51,781,000	31,878,000		(11,593,000)		8,471,000	14,400,000		0		0	0
Total current liabilities	276,280,000			198,745,000		73,888,000					185,491,000		85,701,000	4,948,000			233,425,000		288,126,000	202,929,000		308,861,000		318,006,000	329,767,000		(451,497,000)		(493,088,000)	(463,756,000)
Noncurrent Liabilities
Due to affiliates	0			0		0					0		0	0			9,149,000		32,937,000	47,066,000		0		0	0		(9,149,000)		(32,937,000)	(47,066,000)
Long-term financial debt net of current portion	412,941,000			388,521,000		491,489,000					200,000,000		180,000,000	260,000,000			51,892,000		55,102,000	57,166,000		161,049,000		153,419,000	174,323,000		0		0	0
Other noncurrent liabilities	17,085,000			16,553,000		14,739,000					0		0	0			254,000		262,000	218,000		16,831,000		16,291,000	14,521,000		0		0	0
Total noncurrent liabilities	430,026,000			405,074,000		506,228,000					200,000,000		180,000,000	260,000,000			61,295,000		88,301,000	104,450,000		177,880,000		169,710,000	188,844,000		(9,149,000)		(32,937,000)	(47,066,000)
Total liabilities	706,306,000			603,819,000		580,116,000					385,491,000		265,701,000	264,948,000			294,720,000		376,427,000	307,379,000		486,741,000		487,716,000	518,611,000		(460,646,000)		(526,025,000)	(510,822,000)
Equity of Ultrapetrol (Bahamas) Limited	408,564,000			399,751,000		244,297,000					408,564,000		399,751,000	244,297,000			128,944,000		117,936,000	159,186,000		48,126,000		41,146,000	48,956,000		(177,070,000)		(159,082,000)	(208,142,000)
Noncontrolling interest	7,335,000			6,748,000		5,874,000					0		0	0			0		0	0		0		0	0		7,335,000		6,748,000	5,874,000
Total equity	415,899,000		231,773,000	406,499,000		250,171,000		268,794,000		288,583,000	408,564,000		399,751,000	244,297,000			128,944,000		117,936,000	159,186,000		48,126,000		41,146,000	48,956,000		(169,735,000)		(152,334,000)	(202,268,000)
Total liabilities and equity	1,122,205,000			1,010,318,000		830,287,000					794,055,000		665,452,000	509,245,000			423,664,000		494,363,000	466,565,000		534,867,000		528,862,000	567,567,000		(630,381,000)		(678,359,000)	(713,090,000)
SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS [Abstract]
Revenues	199,676,000		144,035,000	313,169,000		304,482,000		230,445,000			0	0	0	0	0		144,155,000	91,991,000	207,429,000	208,130,000	154,326,000	79,014,000	72,139,000	140,530,000	137,274,000	119,193,000	(23,493,000)	(20,095,000)	(34,790,000)	(40,922,000)	(43,074,000)
Operating expenses	(180,473,000)		(144,730,000)	(338,288,000)	[2]	(285,098,000)	[2]	(211,727,000)	[2]		(3,706,000)	(3,027,000)	0	(8,490,000)	(8,332,000)		(130,579,000)	(100,375,000)	(234,412,000)	(185,834,000)	(137,862,000)	(69,710,000)	(61,393,000)	(138,608,000)	(131,638,000)	(108,549,000)	23,522,000	20,065,000	34,732,000	40,864,000	43,016,000
Operating profit (loss)	19,203,000		(695,000)	(25,119,000)		19,384,000		18,718,000			(3,706,000)	(3,027,000)	0	(8,490,000)	(8,332,000)		13,576,000	(8,384,000)	(26,983,000)	22,296,000	16,464,000	9,304,000	10,746,000	1,922,000	5,636,000	10,644,000	29,000	(30,000)	(58,000)	(58,000)	(58,000)
Investments in affiliates	(319,000)		(666,000)	(1,175,000)		(1,073,000)		(341,000)			16,414,000	(12,534,000)	(49,470,000)	(7,886,000)	8,153,000	[3]	0	0	0	0	0	(319,000)	(666,000)	(1,175,000)	(1,073,000)	(341,000)	(16,414,000)	12,534,000	49,470,000	7,886,000	(8,153,000)
Other (expenses) income	(8,676,000)		(20,551,000)	(39,439,000)		(38,283,000)		(16,419,000)			(5,076,000)	(3,656,000)	(14,187,000)	(2,429,000)	(5,192,000)		(1,710,000)	(15,125,000)	(17,311,000)	(25,378,000)	(2,406,000)	(1,890,000)	(1,770,000)	(7,941,000)	(10,476,000)	(8,821,000)	0	0	0	0	0
Income (loss) before income taxes	10,208,000		(21,912,000)	(65,733,000)		(19,972,000)		1,958,000			7,632,000	(19,217,000)	(63,657,000)	(18,805,000)	(5,371,000)		11,866,000	(23,509,000)	(44,294,000)	(3,082,000)	14,058,000	7,095,000	8,310,000	(7,194,000)	(5,913,000)	1,482,000	(16,385,000)	12,504,000	49,412,000	7,828,000	(8,211,000)
Income tax (expenses) benefit	(2,023,000)		3,140,000	2,969,000		1,737,000		(6,363,000)			0	0	0	0	0		858,000	(2,155,000)	3,044,000	1,060,000	486,000	1,165,000	(985,000)	(75,000)	677,000	(6,849,000)	0	0	0	0	0
Net income (loss)	8,185,000		(18,772,000)	(62,764,000)		(18,235,000)		(4,920,000)			7,632,000	(19,217,000)	(63,657,000)	(18,805,000)	(5,371,000)		(21,354,000)	(21,354,000)	(41,250,000)	(2,022,000)	14,544,000	9,295,000	9,295,000	(7,269,000)	(5,236,000)	(5,882,000)	(16,385,000)	12,504,000	49,412,000	7,828,000	(8,211,000)
Net income attributable to noncontrolling interest	553,000		445,000	893,000		570,000		451,000			0	0	0	0	0		0	0	0	0	0	0	0	0	0	0	553,000	445,000	893,000	570,000	451,000
Net income (loss) attributable to Ultrapetrol (Bahamas) Limited	7,632,000		(19,217,000)	(63,657,000)		(18,805,000)		(5,371,000)			7,632,000	(19,217,000)	(63,657,000)	(18,805,000)	(5,371,000)		11,008,000	(21,354,000)	(41,250,000)	(2,022,000)	14,544,000	5,930,000	9,295,000	(7,269,000)	(5,236,000)	(5,882,000)	(16,938,000)	12,059,000	48,519,000	7,258,000	(8,662,000)
SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF CASH FLOW [Abstract]
Net income (loss)	8,185,000		(18,772,000)	(62,764,000)		(18,235,000)		(4,920,000)			8,185,000	(18,772,000)	(62,764,000)	(18,235,000)	(4,920,000)		11,008,000	(21,354,000)	(41,250,000)	(2,022,000)	14,544,000	6,483,000	9,740,000	(6,376,000)	(4,666,000)	(5,431,000)	(17,491,000)	11,614,000	47,626,000	6,688,000	(9,113,000)
Adjustments to reconcile net (loss) income to net cash provided by (used in) from operating activities	2,989,000		15,475,000	58,829,000		33,007,000		25,249,000			(13,318,000)	13,280,000	51,532,000	12,134,000	(1,601,000)		18,816,000	48,154,000	16,695,000	18,755,000	31,076,000	(20,000,000)	(34,345,000)	38,228,000	8,806,000	(13,339,000)	17,491,000	(11,614,000)	(47,626,000)	(6,688,000)	9,113,000
Net cash (used in) provided by operating activities from continuing operations	11,174,000		(3,297,000)	(3,935,000)		14,772,000		20,844,000			(5,133,000)	(5,492,000)	(11,232,000)	(6,101,000)	(6,521,000)		29,824,000	26,800,000	(24,555,000)	16,733,000	45,620,000	(13,517,000)	(24,605,000)	31,852,000	4,140,000	(18,255,000)	0	0	0	0	0
Intercompany sources	0		0	0		0		0			(43,107,000)	2,896,000	(10,019,000)	(17,947,000)	(60,822,000)		6,551,000	19,359,000	43,839,000	(1,322,000)	(16,189,000)	60,344,000	(23,064,000)	(16,697,000)	(6,774,000)	0	(23,788,000)	809,000	(17,123,000)	26,043,000	77,011,000
Non-subsidiary sources	(11,203,000)		(21,952,000)	(32,513,000)		(97,863,000)		(56,089,000)			0	0	0	0	0		(5,647,000)	(72,184,000)	(15,507,000)	(46,828,000)	(38,088,000)	(5,556,000)	50,232,000	(17,006,000)	(51,035,000)	(18,001,000)	0	0	0	0	0
Net cash (used in) provided by investing activities	(11,203,000)		(21,952,000)	(32,513,000)		(97,863,000)		(56,089,000)			(43,107,000)	2,896,000			(60,822,000)		904,000	(52,825,000)			(54,277,000)	54,788,000	27,168,000			(18,001,000)	(23,788,000)	809,000			77,011,000
Intercompany sources	0		0	0		0		0			0	0	0	0	0		(23,788,000)	4,209,000	(17,123,000)	31,543,000	1,354,000	0	(3,400,000)	0	(5,500,000)	75,657,000	23,788,000	(809,000)	17,123,000	(26,043,000)	(77,011,000)
Non-subsidiary sources	(90,871,000)		9,280,000	224,567,000		11,632,000		87,614,000			(69,497,000)	0	219,122,000	(15,000,000)	75,281,000		(2,851,000)	8,836,000	4,747,000	13,395,000	(1,568,000)	(18,523,000)	444,000	698,000	13,237,000	13,901,000	0	0	0	0	0
Net cash (used in) provided by financing activities	(90,871,000)		9,280,000	224,567,000		11,632,000		87,614,000			(69,497,000)	0	219,122,000	(15,000,000)	75,281,000		(26,639,000)	13,045,000	(12,376,000)	44,938,000	(214,000)	(18,523,000)	(2,956,000)	698,000	7,737,000	89,558,000	23,788,000	(809,000)	17,123,000	(26,043,000)	(77,011,000)
Net (decrease) increase in cash and cash equivalents	$ (90,900,000)		$ (15,969,000)	$ 188,119,000		$ (71,474,000)		$ 52,369,000			$ (117,737,000)	$ (2,596,000)	$ 197,871,000	$ (39,048,000)	$ 7,938,000		$ 4,089,000	$ (12,980,000)	$ (8,599,000)	$ 13,521,000	$ (8,871,000)	$ 22,748,000	$ (393,000)	$ (1,153,000)	$ (45,947,000)	$ 53,302,000	$ 0	$ 0	$ 0	$ 0	$ 0

[1] Excludes the 2014 Senior Notes which were disclosed as current liabilities in the unaudited condensed consolidated balance sheet under the caption "2014 Senior Notes and accrued interest". See Note 3.a).

[2] Operating expenses included $2,753, $4,622 and $1,542 in 2012, 2011 and 2010, respectively, from related parties.

[3] Includes a loss of $515 related to discontinued operations.

XML

FAIR VALUE MEASUREMENT

6 Months Ended

12 Months Ended

Jun. 30, 2013

Dec. 31, 2012

FAIR VALUE INSTRUMENTS [Abstract]

FAIR VALUE MEASUREMENTS

7. FINANCIAL INSTRUMENTS

The fair value of an asset or liability is the price that would be received to sell an asset or transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company utilizes a fair value hierarchy that maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value and defines three levels of inputs that may be used to measure fair value. Level 1 inputs are quoted prices in active markets for identical assets or liabilities. Level 2 inputs are observable inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets, quoted prices in markets that are not active, inputs other than quoted prices that are observable for the asset or liability, or inputs derived from observable market data. Level 3 inputs are unobservable inputs that are supported by little or no market activity and are significant to the fair value of the assets or liabilities.

The Company's liabilities as of June 30, 2013 that are measured at fair value on a recurring basis are summarized below:

	Level 1		Level 2		Level 3
Current liabilities:
-Interest rate collar (included in other liabilities)		-		718		-
-Interest rate swaps (included in other liabilities)		-		349		-
Noncurrent liabilities:
-Interest rate collar (included in other liabilities)		-		764		-
-Interest rate swaps (included in other liabilities)		-		320		-

The estimated fair value of the Company's other financial assets and liabilities as of June 30, 2013 were as follows:

	Carrying amount (unaudited)		Estimated fair value (unaudited)
ASSETS
Cash and cash equivalents	$	131,315	$	131,315
Restricted cash to redeem 2014 Senior Notes		182,115		182,115
Restricted cash (current and noncurrent portion)		10,369		10,369
LIABILITIES
2014 Senior Notes and accrued interest	$	181,620	$	181,620
Long term financial debt (current and non-current portion – Note 5) (1)		441,645		441,645

(1) The fair value of long term financial debt is measured using Level 2 fair value inputs.

The carrying value of cash and cash equivalents and restricted cash approximates fair value. The fair value of long-term financial debt was estimated based upon quoted market prices or by using discounted cash flow analyses based on estimated current rates for similar types of arrangements. Generally, the carrying value of variable interest rate debt, approximates fair value. It was not practicable to estimate the fair value of the Company's investments in 50% or less owned companies because of the lack of quoted market prices and the inability to estimate fair value without incurring excessive costs. Considerable judgment was required in developing certain of the estimates of fair value and accordingly the estimates presented herein are not necessarily indicative of the amounts that the Company could realize in a current market exchange.

6.   FAIR VALUE MEASUREMENT

The fair value of an asset or liability is the price that would be received to sell an asset or transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company utilizes a fair value hierarchy that maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value and defines three levels of inputs that may be used to measure fair value. Level 1 inputs are quoted prices in active markets for identical assets or liabilities. Level 2 inputs are observable inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets, quoted prices in markets that are not active, inputs other than quoted prices that are observable for the asset or liability, or inputs derived from observable market data. Level 3 inputs are unobservable inputs that are supported by little or no market activity and are significant to the fair value of the assets or liabilities.

The Company's liabilities as of December 31, 2012 that are measured at fair value on a recurring basis are summarized below:

	Level 1		Level 2		Level 3
Current liabilities: -Interest rate collar (included in other liabilities)		-		722		-
-Interest rate swaps (included in other liabilities)		-		348		-
Noncurrent liabilities: -Interest rate collar (included in other liabilities)		-		1,235		-
-Interest rate swaps (included in other liabilities)		-		791		-

The Company's assets as of December 31, 2012 that are measured at fair value on a non-recurring basis are summarized below:

	Level 1		Level 2		Level 3
Vessels and equipment held and used	$	-	$	-	$	7,380

In accordance with the provisions of FASB ASC Topic 360-10-40, a vessel in the Ocean Business with a carrying amount of $23,380 was written down to its estimated fair value of $7,380, resulting in an impairment charge of $16,000, which was included in Loss on write-down of vessels for the year ended December 31, 2012.

The estimated fair value of the Company's other financial assets and liabilities were as follows:

	At December 31,
	2012				2011
	Carrying amount		Estimated fair value		Carrying amount		Estimated fair value
ASSETS
Cash and cash equivalents	$	222,215	$	222,215	$	34,096	$	34,096
Restricted cash (current and noncurrent portion)		7,432		7,432		8,302		8,302
LIABILITIES
Long term financial debt (current and non-current portion – Note 5) (1)	$	517,552	$	517,595	$	512,993	$	468,393

(₁)    The fair value of long term financial debt is measured using Level 2 fair value inputs.

The carrying value of cash and cash equivalents and restricted cash approximates fair value. The fair value of long-term financial debt was estimated based upon quoted market prices or by using discounted cash flow analyses based on estimated current rates for similar types of arrangements.  Generally, the carrying value of variable interest rate debt, approximates fair value.  It was not practicable to estimate the fair value of the Company's investments in 50% or less owned companies because of the lack of quoted market prices and the inability to estimate fair value without incurring excessive costs.  Considerable judgment was required in developing certain of the estimates of fair value and accordingly the estimates presented herein are not necessarily indicative of the amounts that the Company could realize in a current market exchange.

XML

SUPPLEMENTAL GUARANTOR INFORMATION (Details) (USD $)	6 Months Ended			12 Months Ended							12 Months Ended			6 Months Ended		12 Months Ended								6 Months Ended		12 Months Ended						6 Months Ended		12 Months Ended						6 Months Ended		12 Months Ended
	Jun. 30, 2013		Jun. 30, 2012	Dec. 31, 2012		Dec. 31, 2011		Dec. 31, 2010		Dec. 31, 2009	Dec. 31, 2012 Scenario, Previously Reported [Member]	Dec. 31, 2011 Scenario, Previously Reported [Member]	Dec. 31, 2010 Scenario, Previously Reported [Member]	Jun. 30, 2013 Parent [Member]	Jun. 30, 2012 Parent [Member]	Dec. 31, 2012 Parent [Member]	Dec. 31, 2011 Parent [Member]	Dec. 31, 2010 Parent [Member]		Dec. 31, 2012 Parent [Member] Scenario, Previously Reported [Member]	Dec. 31, 2011 Parent [Member] Scenario, Previously Reported [Member]	Dec. 31, 2010 Parent [Member] Scenario, Previously Reported [Member]		Jun. 30, 2013 Combined Subsidiary Guarantors [Member]	Jun. 30, 2012 Combined Subsidiary Guarantors [Member]	Dec. 31, 2012 Combined Subsidiary Guarantors [Member]	Dec. 31, 2011 Combined Subsidiary Guarantors [Member]	Dec. 31, 2010 Combined Subsidiary Guarantors [Member]	Dec. 31, 2012 Combined Subsidiary Guarantors [Member] Scenario, Previously Reported [Member]	Dec. 31, 2011 Combined Subsidiary Guarantors [Member] Scenario, Previously Reported [Member]	Dec. 31, 2010 Combined Subsidiary Guarantors [Member] Scenario, Previously Reported [Member]	Jun. 30, 2013 Combined Subsidiary Non Guarantors [Member]	Jun. 30, 2012 Combined Subsidiary Non Guarantors [Member]	Dec. 31, 2012 Combined Subsidiary Non Guarantors [Member]	Dec. 31, 2011 Combined Subsidiary Non Guarantors [Member]	Dec. 31, 2010 Combined Subsidiary Non Guarantors [Member]	Dec. 31, 2012 Combined Subsidiary Non Guarantors [Member] Scenario, Previously Reported [Member]	Dec. 31, 2011 Combined Subsidiary Non Guarantors [Member] Scenario, Previously Reported [Member]	Dec. 31, 2010 Combined Subsidiary Non Guarantors [Member] Scenario, Previously Reported [Member]	Jun. 30, 2013 Consolidating Adjustments [Member]	Jun. 30, 2012 Consolidating Adjustments [Member]	Dec. 31, 2012 Consolidating Adjustments [Member]	Dec. 31, 2011 Consolidating Adjustments [Member]	Dec. 31, 2010 Consolidating Adjustments [Member]	Dec. 31, 2012 Consolidating Adjustments [Member] Scenario, Previously Reported [Member]	Dec. 31, 2011 Consolidating Adjustments [Member] Scenario, Previously Reported [Member]	Dec. 31, 2010 Consolidating Adjustments [Member] Scenario, Previously Reported [Member]	Nov. 24, 2004 Ultrapetrol (Bahamas) Ltd., Private Investors, November 2014 [Member]	Dec. 31, 2012 Ultrapetrol (Bahamas) Ltd., Private Investors, November 2014 [Member] Scenario, Previously Reported [Member]
Debt Instrument [Line Items]
Face amount of debt instrument																																																$ 180,000,000
Interest Rate (in hundredths)																																																9.00%
Current assets
Receivables from related parties	29,000			10,000		57,000					10,000	57,000		350,450,000		307,343,000	297,324,000			307,343,000	297,324,000			46,448,000		122,035,000	97,396,000		124,498,000	101,196,000		54,628,000		87,737,000	90,116,000		34,244,000	30,751,000		(451,497,000)		(517,105,000)	(484,779,000)		(466,075,000)	(429,214,000)
Other current assets	238,564,000			306,980,000		106,076,000					306,980,000	106,076,000		83,581,000		201,491,000	3,773,000			201,491,000	3,773,000			77,020,000		66,643,000	62,079,000		55,084,000	46,055,000		77,963,000		38,846,000	40,224,000		50,405,000	56,248,000		0		0	0		0	0
Total current assets	420,708,000			306,990,000		106,133,000					306,990,000	106,133,000		616,146,000		508,834,000	301,097,000			508,834,000	301,097,000			123,468,000		188,678,000	159,475,000		179,582,000	147,251,000		132,591,000		126,583,000	130,340,000		84,649,000	86,999,000		(451,497,000)		(517,105,000)	(484,779,000)		(466,075,000)	(429,214,000)
Noncurrent assets
Vessels and equipment, net	641,109,000			647,519,000		671,445,000					647,519,000	671,445,000		0		0	0			0	0			269,368,000		279,653,000	292,458,000		218,832,000	212,324,000		372,598,000		368,753,000	379,932,000		429,574,000	460,066,000		(857,000)		(887,000)	(945,000)		(887,000)	(945,000)
Investments in affiliates	233,000			251,000		373,000					251,000	373,000		168,878,000		151,447,000	201,323,000			151,447,000	201,323,000			0		0	0		0	0		233,000		251,000	373,000		251,000	373,000		(168,878,000)		(151,447,000)	(201,323,000)		(151,447,000)	(201,323,000)
Other noncurrent assets	60,155,000			55,558,000		52,336,000					55,558,000	52,336,000		9,031,000		5,171,000	6,825,000			5,171,000	6,825,000			30,828,000		26,032,000	14,632,000		17,173,000	7,850,000		29,445,000		33,275,000	56,922,000		42,134,000	63,704,000		(9,149,000)		(8,920,000)	(26,043,000)		(8,920,000)	(26,043,000)
Total noncurrent assets	701,497,000			703,328,000		724,154,000					703,328,000	724,154,000		177,909,000		156,618,000	208,148,000			156,618,000	208,148,000			300,196,000		305,685,000	307,090,000		236,005,000	220,174,000		402,276,000		402,279,000	437,227,000		471,959,000	524,143,000		(178,884,000)		(161,254,000)	(228,311,000)		(161,254,000)	(228,311,000)
Total assets	1,122,205,000			1,010,318,000		830,287,000					1,010,318,000	830,287,000		794,055,000		665,452,000	509,245,000			665,452,000	509,245,000			423,664,000		494,363,000	466,565,000		415,587,000	367,425,000		534,867,000		528,862,000	567,567,000		556,608,000	611,142,000		(630,381,000)		(678,359,000)	(713,090,000)		(627,329,000)	(657,525,000)
Current Liabilities
Payable to related parties	1,918,000			3,761,000		1,158,000					3,761,000	1,158,000		0		0	0			0	0			155,245,000		224,281,000	166,005,000		194,805,000	127,664,000		298,170,000		272,568,000	298,909,000		275,031,000	302,708,000		(451,497,000)		(493,088,000)	(463,756,000)		(466,075,000)	(429,214,000)
Current portion of long-term financial debt	28,704,000	[1]		49,031,000		21,504,000					129,031,000	21,504,000		0		0	0			80,000,000	0			6,420,000		12,064,000	5,046,000		6,420,000	3,478,000		22,284,000		36,967,000	16,458,000		42,611,000	18,026,000		0		0	0		0	0			0
2017 Senior Convertible Notes	0			80,000,000		0										80,000,000										0								0								0
Other current liabilities	64,038,000			65,953,000		51,226,000					65,953,000	51,226,000		3,871,000		5,701,000	4,948,000			5,701,000	4,948,000			71,760,000		51,781,000	31,878,000		34,441,000	19,223,000		(11,593,000)		8,471,000	14,400,000		25,811,000	27,055,000		0		0	0		0	0
Total current liabilities	276,280,000			198,745,000		73,888,000					198,745,000	73,888,000		185,491,000		85,701,000	4,948,000			85,701,000	4,948,000			233,425,000		288,126,000	202,929,000		235,666,000	150,365,000		308,861,000		318,006,000	329,767,000		343,453,000	347,789,000		(451,497,000)		(493,088,000)	(463,756,000)		(466,075,000)	(429,214,000)
Noncurrent Liabilities
Due to affiliates	0			0		0					0	0		0		0	0			0	0			9,149,000		32,937,000	47,066,000		8,920,000	26,043,000		0		0	0		0	0		(9,149,000)		(32,937,000)	(47,066,000)		(8,920,000)	(26,043,000)
Long-term financial debt net of current portion	412,941,000			388,521,000		491,489,000					388,521,000	491,489,000		200,000,000		180,000,000	260,000,000			180,000,000	260,000,000			51,892,000		55,102,000	57,166,000		55,102,000	51,522,000		161,049,000		153,419,000	174,323,000		153,419,000	179,967,000		0		0	0		0	0			180,000,000
Other noncurrent liabilities	17,085,000			16,553,000		14,739,000					16,553,000	14,739,000		0		0	0				0			254,000		262,000	218,000		262,000	218,000		16,831,000		16,291,000	14,521,000		16,291,000	14,521,000		0		0	0		0	0
Total noncurrent liabilities	430,026,000			405,074,000		506,228,000					405,074,000	506,228,000		200,000,000		180,000,000	260,000,000			180,000,000	260,000,000			61,295,000		88,301,000	104,450,000		64,284,000	77,783,000		177,880,000		169,710,000	188,844,000		169,710,000	194,488,000		(9,149,000)		(32,937,000)	(47,066,000)		(8,920,000)	(26,043,000)
Total liabilities	706,306,000			603,819,000		580,116,000					603,819,000	580,116,000		385,491,000		265,701,000	264,948,000			265,701,000	264,948,000			294,720,000		376,427,000	307,379,000		299,950,000	228,148,000		486,741,000		487,716,000	518,611,000		513,163,000	542,277,000		(460,646,000)		(526,025,000)	(510,822,000)		(474,995,000)	(455,257,000)
Equity of Ultrapetrol (Bahamas) Limited	408,564,000			399,751,000		244,297,000					399,751,000	244,297,000		408,564,000		399,751,000	244,297,000			399,751,000	244,297,000			128,944,000		117,936,000	159,186,000		115,637,000	139,277,000		48,126,000		41,146,000	48,956,000		43,445,000	68,865,000		(177,070,000)		(159,082,000)	(208,142,000)		(159,082,000)	(208,142,000)
Noncontrolling interest	7,335,000			6,748,000		5,874,000					6,748,000	5,874,000		0		0	0			0	0			0		0	0		0	0		0		0	0		0	0		7,335,000		6,748,000	5,874,000		6,748,000	5,874,000
Total equity	415,899,000		231,773,000	406,499,000		250,171,000		268,794,000		288,583,000	406,499,000	250,171,000		408,564,000		399,751,000	244,297,000			399,751,000	244,297,000			128,944,000		117,936,000	159,186,000		115,637,000	139,277,000		48,126,000		41,146,000	48,956,000		43,445,000	68,865,000		(169,735,000)		(152,334,000)	(202,268,000)		(152,334,000)	(202,268,000)
Total liabilities and equity	1,122,205,000			1,010,318,000		830,287,000					1,010,318,000	830,287,000		794,055,000		665,452,000	509,245,000			665,452,000	509,245,000			423,664,000		494,363,000	466,565,000		415,587,000	367,425,000		534,867,000		528,862,000	567,567,000		556,608,000	611,142,000		(630,381,000)		(678,359,000)	(713,090,000)		(627,329,000)	(657,525,000)
SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS [Abstract]
Revenues	199,676,000		144,035,000	313,169,000		304,482,000		230,445,000			313,169,000	304,482,000	230,445,000	0	0	0	0	0		0	0	0		144,155,000	91,991,000	207,429,000	208,130,000	154,326,000	121,985,000	129,340,000	106,014,000	79,014,000	72,139,000	140,530,000	137,274,000	119,193,000	205,112,000	190,630,000	133,015,000	(23,493,000)	(20,095,000)	(34,790,000)	(40,922,000)	(43,074,000)	(13,928,000)	(15,488,000)	(8,584,000)
Operating expenses	(180,473,000)		(144,730,000)	(338,288,000)	[2]	(285,098,000)	[2]	(211,727,000)	[2]		(338,288,000)	(285,098,000)	(211,727,000)	(3,706,000)	(3,027,000)	0	(8,490,000)	(8,332,000)		0	(8,490,000)	(8,332,000)		(130,579,000)	(100,375,000)	(234,412,000)	(185,834,000)	(137,862,000)	(133,209,000)	(112,238,000)	(89,245,000)	(69,710,000)	(61,393,000)	(138,608,000)	(131,638,000)	(108,549,000)	(218,949,000)	(179,800,000)	(122,676,000)	23,522,000	20,065,000	34,732,000	40,864,000	43,016,000	13,870,000	15,430,000	8,526,000
Operating profit (loss)	19,203,000		(695,000)	(25,119,000)		19,384,000		18,718,000			(25,119,000)	19,384,000	18,718,000	(3,706,000)	(3,027,000)	0	(8,490,000)	(8,332,000)		0	(8,490,000)	(8,332,000)		13,576,000	(8,384,000)	(26,983,000)	22,296,000	16,464,000	(11,224,000)	17,102,000	16,769,000	9,304,000	10,746,000	1,922,000	5,636,000	10,644,000	(13,837,000)	10,830,000	10,339,000	29,000	(30,000)	(58,000)	(58,000)	(58,000)	(58,000)	(58,000)	(58,000)
Investments in affiliates	(319,000)		(666,000)	(1,175,000)		(1,073,000)		(341,000)			(1,175,000)	(1,073,000)	(341,000)	16,414,000	(12,534,000)	(49,470,000)	(7,886,000)	8,153,000	[3]	(49,470,000)	(7,886,000)	8,153,000	[3]	0	0	0	0	0	0	0	0	(319,000)	(666,000)	(1,175,000)	(1,073,000)	(341,000)	(1,175,000)	(1,073,000)	(341,000)	(16,414,000)	12,534,000	49,470,000	7,886,000	(8,153,000)	49,470,000	7,886,000	(8,153,000)
Other (expenses) income	(8,676,000)		(20,551,000)	(39,439,000)		(38,283,000)		(16,419,000)			(39,439,000)	(38,283,000)	(16,419,000)	(5,076,000)	(3,656,000)	(14,187,000)	(2,429,000)	(5,192,000)		(14,187,000)	(2,429,000)	(5,192,000)		(1,710,000)	(15,125,000)	(17,311,000)	(25,378,000)	(2,406,000)	(15,185,000)	(23,212,000)	(1,197,000)	(1,890,000)	(1,770,000)	(7,941,000)	(10,476,000)	(8,821,000)	(10,067,000)	(12,642,000)	(10,030,000)	0	0	0	0	0	0	0	0
(Loss) Income from continuing operations before income taxes	10,208,000		(21,912,000)	(65,733,000)		(19,972,000)		1,958,000			(65,733,000)	(19,972,000)	1,958,000	7,632,000	(19,217,000)	(63,657,000)	(18,805,000)	(5,371,000)		(63,657,000)	(18,805,000)	(5,371,000)		11,866,000	(23,509,000)	(44,294,000)	(3,082,000)	14,058,000	(26,409,000)	(6,110,000)	15,572,000	7,095,000	8,310,000	(7,194,000)	(5,913,000)	1,482,000	(25,079,000)	(2,885,000)	(32,000)	(16,385,000)	12,504,000	49,412,000	7,828,000	(8,211,000)	49,412,000	7,828,000	(8,211,000)
Income taxes benefit (expense)	(2,023,000)		3,140,000	2,969,000		1,737,000		(6,363,000)			2,969,000	1,737,000	(6,363,000)	0	0	0	0	0		0	0	0		858,000	(2,155,000)	3,044,000	1,060,000	486,000	2,769,000	1,550,000	313,000	1,165,000	(985,000)	(75,000)	677,000	(6,849,000)	200,000	187,000	(6,676,000)	0	0	0	0	0	0	0	0
Loss from continuing operations				(62,764,000)		(18,235,000)		(4,405,000)			(62,764,000)	(18,235,000)	(4,405,000)			(63,657,000)	(18,805,000)	(5,371,000)		(63,657,000)	(18,805,000)	(5,371,000)				(41,250,000)	(2,022,000)	14,544,000	(23,640,000)	(4,560,000)	15,885,000			(7,269,000)	(5,236,000)	(5,367,000)	(24,879,000)	(2,698,000)	(6,708,000)			49,412,000	7,828,000	(8,211,000)	49,412,000	7,828,000	(8,211,000)
Loss from discontinued operations				0		0		(515,000)			0	0	(515,000)			0	0	0		0	0	0				0	0	0	0	0	0			0	0	(515,000)	0	0	(515,000)			0	0	0	0	0	0
Net loss	8,185,000		(18,772,000)	(62,764,000)		(18,235,000)		(4,920,000)			(62,764,000)	(18,235,000)	(4,920,000)	7,632,000	(19,217,000)	(63,657,000)	(18,805,000)	(5,371,000)		(63,657,000)	(18,805,000)	(5,371,000)		(21,354,000)	(21,354,000)	(41,250,000)	(2,022,000)	14,544,000	(23,640,000)	(4,560,000)	15,885,000	9,295,000	9,295,000	(7,269,000)	(5,236,000)	(5,882,000)	(24,879,000)	(2,698,000)	(7,223,000)	(16,385,000)	12,504,000	49,412,000	7,828,000	(8,211,000)	49,412,000	7,828,000	(8,211,000)
Net income attributable to noncontrolling interest	553,000		445,000	893,000		570,000		451,000			893,000	570,000	451,000	0	0	0	0	0		0	0	0		0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	0	553,000	445,000	893,000	570,000	451,000	893,000	570,000	451,000
Net loss attributable to Ultrapetrol (Bahamas) Limited	7,632,000		(19,217,000)	(63,657,000)		(18,805,000)		(5,371,000)			(63,657,000)	(18,805,000)	(5,371,000)	7,632,000	(19,217,000)	(63,657,000)	(18,805,000)	(5,371,000)		(63,657,000)	(18,805,000)	(5,371,000)		11,008,000	(21,354,000)	(41,250,000)	(2,022,000)	14,544,000	(23,640,000)	(4,560,000)	15,885,000	5,930,000	9,295,000	(7,269,000)	(5,236,000)	(5,882,000)	(24,879,000)	(2,698,000)	(7,223,000)	(16,938,000)	12,059,000	48,519,000	7,258,000	(8,662,000)	48,519,000	7,258,000	(8,662,000)
SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF CASH FLOW [Abstract]
Net income (loss)	8,185,000		(18,772,000)	(62,764,000)		(18,235,000)		(4,920,000)			(62,764,000)	(18,235,000)	(4,920,000)	8,185,000	(18,772,000)	(62,764,000)	(18,235,000)	(4,920,000)		(62,764,000)	(18,235,000)	(4,920,000)		11,008,000	(21,354,000)	(41,250,000)	(2,022,000)	14,544,000	(23,640,000)	(4,560,000)	13,169,000	6,483,000	9,740,000	(6,376,000)	(4,666,000)	(5,431,000)	(23,986,000)	(2,128,000)	5,307,000	(17,491,000)	11,614,000	47,626,000	6,688,000	(9,113,000)	47,626,000	6,688,000	(18,476,000)
Loss from discontinued operations				0		0		515,000			0	0	515,000							0	0	0							0	0	0						0	0	515,000						0	0	0
Adjustments to reconcile net loss to net cash (used in) provided by operating activities from continuing operations	2,989,000		15,475,000	58,829,000		33,007,000		25,249,000			58,829,000	33,007,000	25,249,000	(13,318,000)	13,280,000	51,532,000	12,134,000	(1,601,000)		51,532,000	12,134,000	(1,601,000)		18,816,000	48,154,000	16,695,000	18,755,000	31,076,000	(1,935,000)	21,396,000	(2,539,000)	(20,000,000)	(34,345,000)	38,228,000	8,806,000	(13,339,000)	56,858,000	6,165,000	10,913,000	17,491,000	(11,614,000)	(47,626,000)	(6,688,000)	9,113,000	(47,626,000)	(6,688,000)	18,476,000
Net cash (used in) provided by operating activities from continuing operations	11,174,000		(3,297,000)	(3,935,000)		14,772,000		20,844,000			(3,935,000)	14,772,000	20,844,000	(5,133,000)	(5,492,000)	(11,232,000)	(6,101,000)	(6,521,000)		(11,232,000)	(6,101,000)	(6,521,000)		29,824,000	26,800,000	(24,555,000)	16,733,000	45,620,000	(25,575,000)	16,836,000	10,630,000	(13,517,000)	(24,605,000)	31,852,000	4,140,000	(18,255,000)	32,872,000	4,037,000	16,735,000	0	0	0	0	0	0	0	0
Net cash (used in) provided by operating activities from discontinued operations				0		(15,000)		(1,950,000)			0	(15,000)	(1,950,000)			0	0	0		0	0	0				0	0	0	0	0	0			0	(15,000)	(1,950,000)	0	(15,000)	(1,950,000)			0	0	0	0	0	0
Net cash (used in) provided by operating activities	11,174,000		(3,297,000)	(3,935,000)		14,757,000		18,894,000			(3,935,000)	14,757,000	18,894,000			(11,232,000)	(6,101,000)	(6,521,000)		(11,232,000)	(6,101,000)	(6,521,000)				(24,555,000)	16,733,000	45,620,000	(25,575,000)	16,836,000	10,630,000			31,852,000	4,125,000	(20,205,000)	32,872,000	4,022,000	14,785,000			0	0	0	0	0	0
Intercompany sources	0		0	0		0		0			0	0	0	(43,107,000)	2,896,000	(10,019,000)	(17,947,000)	(60,822,000)		(10,019,000)	(17,947,000)	(60,822,000)		6,551,000	19,359,000	43,839,000	(1,322,000)	(16,189,000)	43,839,000	(1,322,000)	(16,189,000)	60,344,000	(23,064,000)	(16,697,000)	(6,774,000)	0	(16,697,000)	(6,774,000)	0	(23,788,000)	809,000	(17,123,000)	26,043,000	77,011,000	(17,123,000)	26,043,000	77,011,000
Non-subsidiary sources	(11,203,000)		(21,952,000)	(32,513,000)		(97,863,000)		(56,089,000)			(32,513,000)	(97,863,000)	(56,089,000)	0	0	0	0	0		0	0	0		(5,647,000)	(72,184,000)	(15,507,000)	(46,828,000)	(38,088,000)	(14,985,000)	(42,907,000)	(3,850,000)	(5,556,000)	50,232,000	(17,006,000)	(51,035,000)	(18,001,000)	(17,528,000)	(54,956,000)	(52,239,000)	0	0	0	0	0	0	0	0
Net cash (used in) investing activities from continuing operations	(11,203,000)		(21,952,000)	(32,513,000)		(97,863,000)		(56,089,000)					(56,089,000)	(43,107,000)	2,896,000			(60,822,000)				(60,822,000)		904,000	(52,825,000)			(54,277,000)			(20,039,000)	54,788,000	27,168,000			(18,001,000)			(52,239,000)	(23,788,000)	809,000			77,011,000			77,011,000
Net cash provided by investing activities from discontinued operations				0		0		1,950,000					1,950,000					0				0						0			0					1,950,000			1,950,000					0			0
Net cash (used in) provided by investing activities	(11,203,000)		(21,952,000)	(32,513,000)		(97,863,000)		(54,139,000)			(32,513,000)	(97,863,000)	(54,139,000)			(10,019,000)	(17,947,000)	(60,822,000)		(10,019,000)	(17,947,000)	(60,822,000)				28,332,000	(48,150,000)	(54,277,000)	28,854,000	(44,229,000)	(20,039,000)			(33,703,000)	(57,809,000)	(16,051,000)	(34,225,000)	(61,730,000)	(50,289,000)			(17,123,000)	26,043,000	77,011,000	(17,123,000)	26,043,000	77,011,000
Intercompany sources	0		0	0		0		0			0	0	0	0	0	0	0	0		0	0	0		(23,788,000)	4,209,000	(17,123,000)	31,543,000	1,354,000	(17,123,000)	26,043,000	0	0	(3,400,000)	0	(5,500,000)	75,657,000	0	0	77,011,000	23,788,000	(809,000)	17,123,000	(26,043,000)	(77,011,000)	17,123,000	(26,043,000)	(77,011,000)
Non-subsidiary sources	(90,871,000)		9,280,000	224,567,000		11,632,000		87,614,000			224,567,000	11,632,000	87,614,000	(69,497,000)	0	219,122,000	(15,000,000)	75,281,000		219,122,000	(15,000,000)	75,281,000		(2,851,000)	8,836,000	4,747,000	13,395,000	(1,568,000)	6,315,000	14,963,000	0	(18,523,000)	444,000	698,000	13,237,000	13,901,000	(870,000)	11,669,000	12,333,000	0	0	0	0	0	0	0	0
Net cash (used in) provided by financing activities	(90,871,000)		9,280,000	224,567,000		11,632,000		87,614,000			224,567,000	11,632,000	87,614,000	(69,497,000)	0	219,122,000	(15,000,000)	75,281,000		219,122,000	(15,000,000)	75,281,000		(26,639,000)	13,045,000	(12,376,000)	44,938,000	(214,000)	(10,808,000)	41,006,000	0	(18,523,000)	(2,956,000)	698,000	7,737,000	89,558,000	(870,000)	11,669,000	89,344,000	23,788,000	(809,000)	17,123,000	(26,043,000)	(77,011,000)	17,123,000	(26,043,000)	(77,011,000)
Net (decrease) increase in cash and cash equivalents	$ (90,900,000)		$ (15,969,000)	$ 188,119,000		$ (71,474,000)		$ 52,369,000			$ 188,119,000	$ (71,474,000)	$ 52,369,000	$ (117,737,000)	$ (2,596,000)	$ 197,871,000	$ (39,048,000)	$ 7,938,000		$ 197,871,000	$ (39,048,000)	$ 7,938,000		$ 4,089,000	$ (12,980,000)	$ (8,599,000)	$ 13,521,000	$ (8,871,000)	$ (7,529,000)	$ 13,613,000	$ (9,409,000)	$ 22,748,000	$ (393,000)	$ (1,153,000)	$ (45,947,000)	$ 53,302,000	$ (2,223,000)	$ (46,039,000)	$ 53,840,000	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0

[1] Excludes the 2014 Senior Notes which were disclosed as current liabilities in the unaudited condensed consolidated balance sheet under the caption "2014 Senior Notes and accrued interest". See Note 3.a).

[2] Operating expenses included $2,753, $4,622 and $1,542 in 2012, 2011 and 2010, respectively, from related parties.

[3] Includes a loss of $515 related to discontinued operations.

XML

BUSINESS AND GEOGRAPHIC SEGMENT INFORMATION (Details) (USD $)	6 Months Ended				12 Months Ended
	Jun. 30, 2013 Vessel		Jun. 30, 2012		Dec. 31, 2012		Dec. 31, 2011		Dec. 31, 2010		Dec. 31, 2009
Segment Reporting Information [Line Items]
Number of Vessels	4
Revenues	$ 199,676,000	[1]	$ 144,035,000	[1]	$ 313,169,000	[2]	$ 304,482,000	[2]	$ 230,445,000	[2]
Vessels and equipment, net	641,109,000				647,519,000		671,445,000
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Abstract]
Revenues	199,676,000		144,035,000		313,169,000		304,482,000		230,445,000
Running and voyage and manufacturing expenses	143,034,000		114,990,000		254,427,000		224,607,000		150,922,000
Depreciation and amortization	20,523,000		21,051,000		43,852,000	[3]	39,144,000	[3]	34,371,000	[3]
Segment operating (loss) profit	19,203,000		(695,000)		(25,119,000)		19,384,000		18,718,000
Segment assets	794,166,000				773,832,000		780,170,000		701,587,000
Investments in and receivables from affiliates	4,305,000				4,282,000		6,851,000		6,824,000
Loss from investment in affiliates	(319,000)		(666,000)		(1,175,000)		(1,073,000)		(341,000)
Additions to long-lived assets	12,982,000		27,339,000		40,016,000		96,112,000	[4]	105,247,000
Impairment charge					16,000,000	[3]	0	[3]	0	[3]
Reconciliation from Segment Totals to Consolidated [Abstract]
Other assets	14,609,000				14,271,000		16,021,000
Corporate cash and cash equivalents	131,315,000		18,127,000		222,215,000		34,096,000		105,570,000		53,201,000
Consolidated total assets	1,122,205,000				1,010,318,000		830,287,000
Major Customers [Abstract]
Major customer revenue amount					92,000,000		86,400,000		75,200,000
Major customer percentage of revenue (in hundredths)					29.00%		28.00%		33.00%
South America [Member]
Segment Reporting Information [Line Items]
Percentage of revenue (in hundredths)					76.00%		88.00%		87.00%
Percentage of vessels and equipment (in hundredths)					87.00%		85.00%
Revenues	162,595,000	[1]	120,627,000	[1]	238,572,000	[2]	267,420,000	[2]	199,585,000	[2]
Vessels and equipment, net	575,436,000				564,352,000		572,512,000
Europe [Member]
Segment Reporting Information [Line Items]
Revenues	7,227,000	[1]	9,542,000	[1]	28,320,000	[2]	19,910,000	[2]	19,923,000	[2]
Vessels and equipment, net	24,924,000				25,474,000		26,571,000
Central America [Member]
Segment Reporting Information [Line Items]
Revenues	21,021,000	[1]	9,523,000	[1]	35,333,000	[2]	16,499,000	[2]	5,624,000	[2]
North America [Member]
Segment Reporting Information [Line Items]
Revenues	538,000	[1]	3,413,000	[1]	7,438,000	[2]	227,000	[2]	1,219,000	[2]
Asia [Member]
Segment Reporting Information [Line Items]
Revenues	8,295,000	[1]	930,000	[1]	3,506,000	[2]	426,000	[2]	4,094,000	[2]
Vessels and equipment, net	36,455,000				53,496,000		68,149,000
Other Countries [Member]
Segment Reporting Information [Line Items]
Vessels and equipment, net	4,294,000				4,197,000		4,213,000
ARGENTINA [Member]
Segment Reporting Information [Line Items]
Percentage of revenue (in hundredths)					28.00%		29.00%		30.00%
BRAZIL [Member]
Segment Reporting Information [Line Items]
Percentage of revenue (in hundredths)					29.00%		25.00%		27.00%
URUGUAY [Member]
Segment Reporting Information [Line Items]
Percentage of revenue (in hundredths)					4.00%		20.00%		13.00%
PARAGUAY [Member]
Segment Reporting Information [Line Items]
Percentage of revenue (in hundredths)					12.00%		12.00%		19.00%
Handy Size Small Product Tanker [Member]
Segment Reporting Information [Line Items]
Number of Vessels					3
River Business [Member]
Segment Reporting Information [Line Items]
Percentage of revenue (in hundredths)					52.00%		57.00%		52.00%
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Abstract]
Revenues	122,531,000		71,128,000		163,279,000		174,594,000		120,024,000
Running and voyage and manufacturing expenses	92,127,000		63,960,000		148,653,000		132,719,000		80,702,000
Depreciation and amortization	11,727,000		10,776,000		21,996,000		20,139,000		17,248,000
Segment operating (loss) profit	10,664,000		(5,157,000)		(18,963,000)		13,138,000		10,244,000
Segment assets	410,015,000				387,484,000		392,549,000		351,388,000
Investments in and receivables from affiliates	4,072,000				4,032,000		6,595,000		6,537,000
Loss from investment in affiliates	(302,000)		(663,000)		(1,168,000)		(1,042,000)		(322,000)
Additions to long-lived assets	2,196,000		18,484,000		24,634,000		73,265,000	[4]	67,942,000
Major Customers [Abstract]
Major customer revenue amount					49,600,000		60,200,000		50,400,000
Major customer percentage of revenue (in hundredths)					16.00%		20.00%		22.00%
Shipyard [Member]
Segment Reporting Information [Line Items]
Percentage of revenue (in hundredths)					10.00%		6.00%		0.00%
Offshore Supply Business [Member]
Segment Reporting Information [Line Items]
Percentage of revenue (in hundredths)					25.00%		21.00%		24.00%
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Abstract]
Revenues	42,447,000		35,170,000		76,661,000		64,606,000		54,283,000
Running and voyage and manufacturing expenses	20,583,000		19,435,000		43,405,000		38,852,000		29,637,000
Depreciation and amortization	5,395,000		5,233,000		10,938,000		9,436,000		7,178,000
Segment operating (loss) profit	11,636,000		8,524,000		17,615,000		10,999,000		10,611,000
Segment assets	272,727,000				263,315,000		263,094,000		245,865,000
Investments in and receivables from affiliates	0				0		0		0
Loss from investment in affiliates	0		0		0		0		0
Additions to long-lived assets	5,454,000		8,541,000		13,405,000		19,502,000	[4]	7,141,000
Ocean Business [Member]
Segment Reporting Information [Line Items]
Percentage of revenue (in hundredths)					23.00%		22.00%		24.00%
Number of Vessels	8				8
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Abstract]
Revenues	34,698,000		37,737,000		73,229,000		65,282,000		56,138,000
Running and voyage and manufacturing expenses	30,324,000		31,595,000		62,369,000		53,036,000		40,583,000
Depreciation and amortization	3,401,000		5,042,000		10,918,000		9,569,000		9,945,000
Segment operating (loss) profit	(3,097,000)		(4,062,000)		(23,771,000)	[5]	(4,753,000)		(2,137,000)
Segment assets	111,424,000				123,033,000		124,527,000		104,334,000
Investments in and receivables from affiliates	233,000				250,000		256,000		287,000
Loss from investment in affiliates	(17,000)		(3,000)		(7,000)		(31,000)		(19,000)
Additions to long-lived assets	5,332,000		314,000		1,977,000		3,345,000	[4]	30,164,000
Ocean Business [Member] | Handy Size Small Product Tanker [Member]
Segment Reporting Information [Line Items]
Number of Vessels	4				4
Ocean Business [Member] | Feeder Container Vessels [Member]
Segment Reporting Information [Line Items]
Number of Vessels	2				2
Ocean Business [Member] | Oceangoing Tug [Member]
Segment Reporting Information [Line Items]
Number of Vessels	1				1
Ocean Business [Member] | Oceangoing Barges [Member]
Segment Reporting Information [Line Items]
Number of Vessels	1				1
Corporate [Member]
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Abstract]
Additions to long-lived assets							$ 1,751

[1] Classified by country of domicile of charterers/customers.

[2] Classified by country of domicile of charterers/costumers.

[3] Operating expenses included $2,753, $4,622 and $1,542 in 2012, 2011 and 2010, respectively, from related parties.

[4] Excludes $1,751, which corresponds to additions to corporate assets.

[5] Includes an impairment charge for our product tanker M/V Amadeo of $16,000

XML

BUSINESS AND GEOGRAPHIC SEGMENT INFORMATION - 10Q (Details) (USD $)	6 Months Ended				12 Months Ended
	Jun. 30, 2013 Vessel		Jun. 30, 2012		Dec. 31, 2012		Dec. 31, 2011		Dec. 31, 2010		Dec. 31, 2009
Segment Reporting Information [Line Items]
Number of Vessels	4
Revenues	$ 199,676,000	[1]	$ 144,035,000	[1]	$ 313,169,000	[2]	$ 304,482,000	[2]	$ 230,445,000	[2]
Vessels and equipment, net	641,109,000				647,519,000		671,445,000
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Abstract]
Revenues	199,676,000		144,035,000		313,169,000		304,482,000		230,445,000
Running and voyage and manufacturing expenses	143,034,000		114,990,000		254,427,000		224,607,000		150,922,000
Depreciation and amortization	20,523,000		21,051,000		43,852,000	[3]	39,144,000	[3]	34,371,000	[3]
Segment operating profit (loss)	19,203,000		(695,000)		(25,119,000)		19,384,000		18,718,000
Segment assets	794,166,000				773,832,000		780,170,000		701,587,000
Investments in and receivables from affiliates	4,305,000				4,282,000		6,851,000		6,824,000
Loss from investment in affiliates	(319,000)		(666,000)		(1,175,000)		(1,073,000)		(341,000)
Additions to long-lived assets	12,982,000		27,339,000		40,016,000		96,112,000	[4]	105,247,000
Reconciliation from Segment Totals to Consolidated [Abstract]
Total assets for reportable segments	794,166,000
Other assets	14,609,000				14,271,000		16,021,000
Corporate cash and cash equivalents	131,315,000		18,127,000		222,215,000		34,096,000		105,570,000		53,201,000
Restricted cash to redeem 2014 Senior Notes	182,115,000				0
Consolidated total assets	1,122,205,000				1,010,318,000		830,287,000
South America [Member]
Segment Reporting Information [Line Items]
Percentage of revenue (in hundredths)	81.00%		84.00%
Percentage of vessels and equipment (in hundredths)	90.00%		85.00%
Revenues	162,595,000	[1]	120,627,000	[1]	238,572,000	[2]	267,420,000	[2]	199,585,000	[2]
Vessels and equipment, net	575,436,000				564,352,000		572,512,000
Europe [Member]
Segment Reporting Information [Line Items]
Revenues	7,227,000	[1]	9,542,000	[1]	28,320,000	[2]	19,910,000	[2]	19,923,000	[2]
Vessels and equipment, net	24,924,000				25,474,000		26,571,000
Central America [Member]
Segment Reporting Information [Line Items]
Revenues	21,021,000	[1]	9,523,000	[1]	35,333,000	[2]	16,499,000	[2]	5,624,000	[2]
North America [Member]
Segment Reporting Information [Line Items]
Revenues	538,000	[1]	3,413,000	[1]	7,438,000	[2]	227,000	[2]	1,219,000	[2]
Asia [Member]
Segment Reporting Information [Line Items]
Revenues	8,295,000	[1]	930,000	[1]	3,506,000	[2]	426,000	[2]	4,094,000	[2]
Vessels and equipment, net	36,455,000				53,496,000		68,149,000
Other Countries [Member]
Segment Reporting Information [Line Items]
Vessels and equipment, net	4,294,000				4,197,000		4,213,000
ARGENTINA [Member]
Segment Reporting Information [Line Items]
Percentage of revenue (in hundredths)	17.00%		33.00%
BRAZIL [Member]
Segment Reporting Information [Line Items]
Percentage of revenue (in hundredths)	21.00%		28.00%
PARAGUAY [Member]
Segment Reporting Information [Line Items]
Percentage of revenue (in hundredths)	34.00%		17.00%
Handy Size Small Product Tanker [Member]
Segment Reporting Information [Line Items]
Number of Vessels					3
River Business [Member]
Segment Reporting Information [Line Items]
Percentage of revenue (in hundredths)	45.00%		46.00%
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Abstract]
Revenues	122,531,000		71,128,000		163,279,000		174,594,000		120,024,000
Running and voyage and manufacturing expenses	92,127,000		63,960,000		148,653,000		132,719,000		80,702,000
Depreciation and amortization	11,727,000		10,776,000		21,996,000		20,139,000		17,248,000
Segment operating profit (loss)	10,664,000		(5,157,000)		(18,963,000)		13,138,000		10,244,000
Segment assets	410,015,000				387,484,000		392,549,000		351,388,000
Investments in and receivables from affiliates	4,072,000				4,032,000		6,595,000		6,537,000
Loss from investment in affiliates	(302,000)		(663,000)		(1,168,000)		(1,042,000)		(322,000)
Additions to long-lived assets	2,196,000		18,484,000		24,634,000		73,265,000	[4]	67,942,000
Shipyard [Member]
Segment Reporting Information [Line Items]
Percentage of revenue (in hundredths)	16.00%		3.00%
Offshore Supply Business [Member]
Segment Reporting Information [Line Items]
Percentage of revenue (in hundredths)	22.00%		25.00%
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Abstract]
Revenues	42,447,000		35,170,000		76,661,000		64,606,000		54,283,000
Running and voyage and manufacturing expenses	20,583,000		19,435,000		43,405,000		38,852,000		29,637,000
Depreciation and amortization	5,395,000		5,233,000		10,938,000		9,436,000		7,178,000
Segment operating profit (loss)	11,636,000		8,524,000		17,615,000		10,999,000		10,611,000
Segment assets	272,727,000				263,315,000		263,094,000		245,865,000
Investments in and receivables from affiliates	0				0		0		0
Loss from investment in affiliates	0		0		0		0		0
Additions to long-lived assets	5,454,000		8,541,000		13,405,000		19,502,000	[4]	7,141,000
Ocean Business [Member]
Segment Reporting Information [Line Items]
Percentage of revenue (in hundredths)	17.00%		26.00%
Number of Vessels	8				8
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Abstract]
Revenues	34,698,000		37,737,000		73,229,000		65,282,000		56,138,000
Running and voyage and manufacturing expenses	30,324,000		31,595,000		62,369,000		53,036,000		40,583,000
Depreciation and amortization	3,401,000		5,042,000		10,918,000		9,569,000		9,945,000
Segment operating profit (loss)	(3,097,000)		(4,062,000)		(23,771,000)	[5]	(4,753,000)		(2,137,000)
Segment assets	111,424,000				123,033,000		124,527,000		104,334,000
Investments in and receivables from affiliates	233,000				250,000		256,000		287,000
Loss from investment in affiliates	(17,000)		(3,000)		(7,000)		(31,000)		(19,000)
Additions to long-lived assets	5,332,000		314,000		1,977,000		3,345,000	[4]	30,164,000
Ocean Business [Member] | Handy Size Small Product Tanker [Member]
Segment Reporting Information [Line Items]
Number of Vessels	4				4
Ocean Business [Member] | Feeder Container Vessels [Member]
Segment Reporting Information [Line Items]
Number of Vessels	2				2
Ocean Business [Member] | Oceangoing Tug [Member]
Segment Reporting Information [Line Items]
Number of Vessels	1				1
Ocean Business [Member] | Oceangoing Barges [Member]
Segment Reporting Information [Line Items]
Number of Vessels	1				1
Corporate [Member]
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Abstract]
Additions to long-lived assets							$ 1,751

[1] Classified by country of domicile of charterers/customers.

[2] Classified by country of domicile of charterers/costumers.

[3] Operating expenses included $2,753, $4,622 and $1,542 in 2012, 2011 and 2010, respectively, from related parties.

[4] Excludes $1,751, which corresponds to additions to corporate assets.

[5] Includes an impairment charge for our product tanker M/V Amadeo of $16,000

XML

VESSELS AND EQUIPMENT, NET (Details) (USD $) In Thousands, unless otherwise specified	6 Months Ended		12 Months Ended					12 Months Ended					12 Months Ended		12 Months Ended									12 Months Ended	6 Months Ended	12 Months Ended	6 Months Ended	12 Months Ended	6 Months Ended	12 Months Ended				12 Months Ended	6 Months Ended	12 Months Ended						6 Months Ended
	Jun. 30, 2013 Vessel	Jun. 30, 2012	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010	May 03, 2012 River Business [Member]	Apr. 25, 2012 River Business [Member]	Dec. 31, 2010 Feeder Container Vessels [Member] Vessels Purchased [Member] Ocean Business [Member] Vessel	Dec. 31, 2010 Capesize Vessels [Member] Vessels Sold [Member] Ocean Business [Member] Vessel	Dec. 31, 2011 Pushboats [Member] Vessels Purchased [Member] River Business [Member]	Dec. 31, 2012 Pushboats [Member] Vessels Sold [Member] River Business [Member]	Dec. 31, 2011 Barges [Member] Vessels Sold [Member] River Business [Member]	Dec. 31, 2011 Barges [Member] Vessels Built [Member] River Business [Member] Vessel	Dec. 31, 2012 Barges [Member] Vessels Built [Member] River Business [Member]	Dec. 31, 2012 Barges [Member] Vessels Built, Sold and Leaseback [Member] River Business [Member]	Jun. 30, 2013 Ocean-going Vessels [Member]	Dec. 31, 2012 Ocean-going Vessels [Member]	Dec. 31, 2011 Ocean-going Vessels [Member]	Dec. 31, 2010 Ocean-going Vessels [Member] Feeder Container Vessels [Member] Vessels Purchased [Member]	Jun. 30, 2013 River Barges and Push Boats [Member]	Dec. 31, 2012 River Barges and Push Boats [Member]	Dec. 31, 2011 River Barges and Push Boats [Member]	Dec. 31, 2012 River Barges and Push Boats [Member] Vessels Sold [Member] River Business [Member]	Dec. 31, 2011 River Barges and Push Boats [Member] Pushboats [Member] Vessels Purchased [Member] River Business [Member] Vessel	Jun. 30, 2013 River Barges and Push Boats [Member] Pushboats [Member] Vessels Sold [Member] River Business [Member] Vessel	Dec. 31, 2012 River Barges and Push Boats [Member] Pushboats [Member] Vessels Sold [Member] River Business [Member] Vessel	Jun. 30, 2013 River Barges and Push Boats [Member] Barges [Member] Vessels Built [Member] River Business [Member] Vessel	Dec. 31, 2012 River Barges and Push Boats [Member] Barges [Member] Vessels Built [Member] River Business [Member] Vessel	Jun. 30, 2013 River Barges and Push Boats [Member] Barges [Member] Vessels Built, Sold and Leaseback [Member] River Business [Member] Vessel	Dec. 31, 2012 River Barges and Push Boats [Member] Barges [Member] Vessels Built, Sold and Leaseback [Member] River Business [Member] Vessel	Jun. 30, 2013 PSVs [Member]	Dec. 31, 2012 PSVs [Member]	Dec. 31, 2011 PSVs [Member]	Dec. 31, 2012 PSVs [Member] Vessels Built [Member] INDIA [Member]	Jun. 30, 2013 PSVs [Member] Vessels Built [Member] Offshore Supply Business [Member] INDIA [Member] Installment	Dec. 31, 2012 PSVs [Member] Vessels Built [Member] Offshore Supply Business [Member] INDIA [Member] Vessel	Dec. 31, 2007 PSVs [Member] Vessels Built [Member] Offshore Supply Business [Member] INDIA [Member] Vessel Installment	Jan. 30, 2013 PSVs [Member] Vessels Built [Member] Offshore Supply Business [Member] INDIA [Member]	May 22, 2012 PSVs [Member] Vessels Built [Member] Offshore Supply Business [Member] INDIA [Member]	Feb. 21, 2007 PSVs [Member] Vessels Built [Member] Offshore Supply Business [Member] INDIA [Member]	Jan. 30, 2013 PSVs [Member] Vessels Built [Member] Offshore Supply Business [Member] Subsequent Event [Member]	Jun. 30, 2014 PSVs [Member] Vessels Built [Member] Offshore Supply Business [Member] Subsequent Event [Member] INDIA [Member] Vessel	Jun. 30, 2013 Advances for PSV Construction [Member]	Dec. 31, 2012 Advances for PSV Construction [Member]	Dec. 31, 2011 Advances for PSV Construction [Member]	Jun. 30, 2013 Furniture and Equipment [Member]	Dec. 31, 2012 Furniture and Equipment [Member]	Dec. 31, 2011 Furniture and Equipment [Member]	Jun. 30, 2013 Building, Land, Operating Base and Shipyard [Member]	Dec. 31, 2012 Building, Land, Operating Base and Shipyard [Member]	Dec. 31, 2011 Building, Land, Operating Base and Shipyard [Member]
Property, Plant and Equipment [Line Items]
Original book value	$ 882,716		$ 870,447	$ 856,410									$ 31,400	$ 9,100		$ 120,546	$ 115,375	$ 127,468		$ 411,926	$ 411,820	$ 398,391					$ 8,598				$ 245,527	$ 223,032	$ 199,453										$ 36,455	$ 53,496	$ 68,149	$ 12,433	$ 11,822	$ 10,458	$ 55,829	$ 54,902	$ 52,491
Accumulated depreciation	(241,607)		(222,928)	(184,965)
Net book value	641,109		647,519	671,445
Depreciation expense	19,067	18,974	38,914	34,891	29,880
Capitalized interest			0	0	1,010
Acquisitions and Disposals [Abstract]
Number of vessels	4							2	3				42											3	1	1	8	8	10	14						3	4					2
Aggregate purchase (sale) price									36,584	2,900	3,850								26,200				13,020		3,850				9,300						88,052					88,052
Gain on sale of vessel									724		3,564	2,116													3,564				1,779
Additional acquisition costs										2,000
Lease term															10 years														10 years
Cost of vessel	882,716		870,447	856,410									31,400	9,100		120,546	115,375	127,468		411,926	411,820	398,391					8,598				245,527	223,032	199,453										36,455	53,496	68,149	12,433	11,822	10,458	55,829	54,902	52,491
Equity method ownership percentage (in hundredths)	50.00%		50.00%				100.00%
Business acquisition, partner's interests acquired (in hundredths)						50.00%
Number of installments, note payable																																			5		5
Percentage of purchase price paid in installments (in hundredths)																																			20.00%		20.00%
Partners interest						250
Reduction in contract price due to penalty for late delivery																																						1,800	1,800		1,800
Debt instrument, periodic payment																																		48,400	33,100
Remaining commitments																																			$ 10,900	$ 17,600

XML

BUILD, SALE AND LEASE-BACK OF TWENTY-FOUR JUMBO DRY BARGES (Tables)

12 Months Ended

Dec. 31, 2012

BUILD, SALE AND LEASE-BACK OF TWENTY-FOUR JUMBO DRY BARGES [Abstract]

Obligations under Operating Lease

At December 31, 2012, obligations under the operating lease were as follows:

Year ending December 31
2013	$	2,019
2014		1,949
2015		1,879
2016		1,809
2017		1,739
Thereafter		7,430
Total	$	16,825

XML

DERIVATIVE INSTRUMENTS AND HEDGING STRATEGIES (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2013

Dec. 31, 2012

DERIVATIVE INSTRUMENTS AND HEDGING STRATEGIES [Abstract]

Derivative Instruments

Liabilities arising from outstanding derivative positions are included in the accompanying unaudited condensed consolidated balance sheets as other liabilities, as follows:

	At June 30, 2013 (unaudited)
	Current other liabilities		Noncurrent other liabilities
Derivatives designated as hedging instruments
Interest rate collar (cash flow hedge)	$	718	$	764
Interest rate swaps (cash flow hedge)		349		320
	$	1,067	$	1,084

	At December 31, 2012
	Current other liabilities		Noncurrent other liabilities
Derivatives designated as hedging instruments
Interest rate collar (cash flow hedge)	$	722	$	1,235
Interest rate swaps (cash flow hedge)		348		791
	$	1,070	$	2,026

Liabilities arising from outstanding derivative positions are included in the accompanying consolidated balance sheets as other liabilities, as follows:

	At December 31, 2012
	Current other liabilities		Noncurrent other liabilities
Derivatives designated as hedging instruments
Interest rate collar (cash flow hedge)	$	722	$	1,235
Interest rate swaps (cash flow hedge)		348		791
	$	1,070	$	2,026

	At December 31, 2011
	Current other liabilities		Noncurrent other liabilities
Derivatives designated as hedging instruments
Interest rate collar (cash flow hedge)	$	582	$	1,145
Interest rate swaps (cash flow hedge)		251		643
	$	833	$	1,788

XML

NATURE OF OPERATIONS AND CORPORATE ORGANIZATION (Details) (USD $) In Thousands, except Share data, unless otherwise specified	6 Months Ended		12 Months Ended
	Jun. 30, 2013 Segment Director	Jun. 30, 2012	Dec. 31, 2012 Segment Director	Dec. 31, 2011	Dec. 31, 2010
NATURE OF OPERATIONS AND CORPORATE ORGANIZATION [Abstract]
Number of segments of marine transportation	3		3
Subsidiary or Equity Method Investee [Line Items]
Net proceeds from issuance of stock	$ 192,618	$ 0	$ 219,122	$ 0	$ 0
Number of directors required to approve certain actions of the entity			6
Number of years the drag along rights take effect after the closing date			4 years
Southern Cross Latin America Private Equity Funds III and IV [Member]
Subsidiary or Equity Method Investee [Line Items]
Common stock issued (in shares)			110,000,000
Sparrow Capital Investments, Ltd [Member]
Subsidiary or Equity Method Investee [Line Items]
Common stock issued (in shares)			16,060,000
Purchase price (in dollars per share)			$ 2.00
Net proceeds from issuance of stock			$ 219,122
Number of directors appointed for initial period of six months after December 12, 2012			2
Number of directors appointed subsequent to the termination of initial period			4
Los Avellanos and Hazels [Member]
Subsidiary or Equity Method Investee [Line Items]
Number of directors appointed for initial period of six months after December 12, 2012			4
Number of directors appointed subsequent to the termination of initial period			2

XML

VESSELS AND EQUIPMENT, NET - 10Q

6 Months Ended

12 Months Ended

Jun. 30, 2013

Dec. 31, 2012

VESSELS AND EQUIPMENT, NET [Abstract]

VESSELS AND EQUIPMENT, NET

4. VESSELS AND EQUIPMENT, NET

The capitalized cost of the vessels and equipment, and the related accumulated depreciation at June 30, 2013 and December 31, 2012 were as follows:

	At June 30, 2013 (unaudited)			At December 31, 2012
Ocean-going vessels	$	120,546		$	115,375
River barges and pushboats		411,926			411,820
PSVs		245,527			223,032
Advances for PSV construction		36,455			53,496
Furniture and equipment		12,433			11,822
Building, land, operating base and shipyard		55,829			54,902
Total original book value		882,716			870,447
Accumulated depreciation		(241,607	)		(222,928	)
Net book value	$	641,109		$	647,519

For the six-month periods ended June 30, 2013 and 2012, depreciation expense was $19,067 and $18,974, respectively.

As of June 30, 2013, the net book value of the assets pledged as a guarantee of our long term financial debt was $396,000.

River Business

During the six-month period ended June 30, 2013, the Company built, sold and leased back, ten river barges for $9,300 with a lease term of 10 years. Gains of $1,779 related to the sale-lease back were deferred and are being amortized over the minimum lease period.

During the six-month period ended June 30, 2012, eight barges had been built in our own shipyard in Punta Alvear, Argentina for a total cost of $8,598.

In February 2012, the Company sold and delivered one river pushboat, for a total sale price of $3,850 and Ultrapetrol recognized a gain on the sale of this vessel of $3,564.

Offshore Supply Business

On February 21 and September 13, 2007, UP Offshore (Bahamas) Ltd. (our holding company in the Offshore Supply Business) signed shipbuilding contracts with a shipyard in India for construction of four PSVs with a combined cost of $88,052, with contracted deliveries extended to 2013. The purchase price is to be paid in five installments of 20% of the contract price each, prior to delivery. On May 22, 2012, we took delivery of the first Indian PSV UP Jade and we paid the fifth installment net of a reduction of $1,800 in the contract price in connection with the penalty for its late delivery. On January 30, 2013, we took delivery of the second Indian PSV UP Amber and we paid the fifth installment net of a reduction of $1,800 in the contract price in connection with the penalty for its late delivery. As of June 30, 2013, UP Offshore (Bahamas) Ltd. had paid installments on these contracts totaling $33,100, which are recorded as Advances for PSV construction.

As of June 30, 2013, the Company had remaining commitments of $10,900 on non-cancellable contracts for the construction of two PSVs in India scheduled for delivery during 2013 and first half of 2014.

Subsequent event

Noncontrolling interest acquisition

On July 5, 2013, we entered into a Share Purchase Agreement with Firmapar Corp. (the "Offshore SPA"), the then owner of 5.55% of shares in UP Offshore (Bahamas) Limited, our holding company in the Offshore Supply Business. Through the Offshore SPA we agreed to purchase from Firmapar Corp. the 2,500,119 shares of common stock of UP Offshore (Bahamas) Limited that we did not own. On July 25, 2013, we paid $10,250 to Firmapar in consideration for such shares. As of such date, we own 100% of the common stock of UP Offshore (Bahamas) Limited.

Delivery of UP Pearl

On August 12, 2013, we took delivery of the third Indian PSV UP Pearl and we paid $893 to the yard after allowing for the reduction of $1,800 in the contract price in connection with the penalty for its late delivery as well as certain other sums advanced to the yard.

4.   VESSELS AND EQUIPMENT, NET

The capitalized cost of the vessels and equipment, and the related accumulated depreciation at December 31, 2012 and 2011 were as follows:

	At December 31,
	2012			2011
Ocean-going vessels	$	115,375		$	127,468
River barges and pushboats		411,820			398,391
PSVs		223,032			199,453
Advances for PSV construction		53,496			68,149
Furniture and equipment		11,822			10,458
Building, land, operating base and shipyard		54,902			52,491
Total original book value		870,447			856,410
Accumulated depreciation		(222,928	)		(184,965	)
Net book value	$	647,519		$	671,445

For the three years in the period ended December 31, 2012 depreciation expense was $38,914, $34,891 and $29,880, respectively.

Certain interest costs incurred during the construction of vessels are capitalized as part of the assets' carrying values and are depreciated over such assets' estimated useful lives. Capitalized interest for the three years in the period ended December 31, 2012 totaled $0, $0 and $1,010, respectively.

ACQUISITIONS AND DISPOSALS

Ocean Business

During 2010, we purchased and took delivery of two feeder container vessels for an aggregate total purchase price of $26,200.

During 2010, we sold and delivered three Capesize vessels for an aggregate total sale price of $36,584 net of commissions and Ultrapetrol recognized a net gain on sale of vessel of $724.

River Business

During 2012, eight river barges were built, in our own shipyard in Punta Alvear, Argentina for a total cost of $9,100.

During 2012, the Company built, sold and leased back, 14 river barges for $13,020 with a lease term of 10 years. Gains of $2,116 related to the sale leased back were deferred and are being amortized over the minimum lease period (see Note 2.r).

In February 2012, the Company sold and delivered one river pushboat, for a total sale price of $3,850 and Ultrapetrol recognized a gain on sale of vessel of $3,564.

During 2011, we purchased three pushboats, for a total aggregate purchase price of $2,900. The Company has also incurred $2,000 in additional direct costs relating to these acquisitions.

During 2011, forty-two barges were built in our own shipyard in Punta Alvear, Argentina for a total cost of $31,400.

Acquisition of 50% interest in Puertos del Sur S.A.

On April 25 and May 3, 2012, the Company through its River Business subsidiary UABL Terminals (Paraguay) S.A. obtained a 100% controlling interest in Puertos del Sur S.A. through its acquisition of its 50% partner's interest for $250.

At time of acquisition, Puertos del Sur S.A. owned a grain loading terminal in Paraguay. The Company performed a fair value analysis and the purchase price was allocated to the acquired assets and liabilities based on their fair values resulting in no goodwill being recorded. Due to immateriality, the Company has not prepared pro forma information related to this acquisition.

Offshore Supply Business

On February 21 and September 13, 2007, UP Offshore (Bahamas) Ltd. (our holding company in the Offshore Supply Business) signed shipbuilding contracts with a shipyard in India for construction of four PSVs with a combined cost of $88,052, with contracted deliveries extended to 2012 and 2013.  The purchase price is to be paid in five installments of 20% of the contract price each, prior to delivery.  On May 22, 2012, we took delivery of the first Indian PSV UP Jade and we paid the fifth installment net of a reduction of $1,800 in the contract price in connection with the penalty for its late delivery.  As of

December 31, 2012, UP Offshore (Bahamas) Ltd. had paid installments on these contracts totaling $48,400, which are recorded as Advances for PSV construction.

As of December 31, 2012, the Company had remaining commitments of $17,600 on non-cancellable contracts for the construction of three PSVs in India scheduled for delivery in 2013.

Subsequent events

On January 30, 2013, we took delivery of the second Indian PSV UP Amber and we paid the fifth installment net of a reduction of $1,800 in the contract price in connection with the penalty for its late delivery.

XML

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$ 8,185	$ (18,772)
Adjustments to reconcile net income (loss) to total cash flows provided by (used in) operating activities:
Depreciation of vessels and equipment	19,067	18,974
Amortization of dry docking	1,368	1,989
Expenditure for dry docking	(3,186)	(3,909)
Debt issuance expense amortization	1,375	1,491
Financial loss on extinguishment of debt	3,785	0
Net losses from investments in affiliates	319	666
Allowance for doubtful accounts	958	0
Share - based compensation	131	580
Gain on sale of assets	0	(3,557)
Other	304	144
(Increase) decrease in assets:
Accounts receivable	(11,425)	(10,884)
Other receivables, operating supplies and inventories and prepaid expenses	(7,273)	(2,926)
Other	77	(991)
Increase (decrease) in liabilities:
Accounts payable	(497)	7,175
Customer advances	1,298	8,736
Other payables	(3,312)	(2,013)
Net cash flows (used in) provided by operating activities	11,174	(3,297)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of vessels and equipment ($7,521 in 2013 for barges built, sold and leased-back)	(20,503)	(27,339)
Proceeds from disposal of assets, net ($9,300 in 2013 for barges sold and leased-back)	9,300	5,562
Other investing activities	0	(175)
Net cash (used) in investing activities	(11,203)	(21,952)
CASH FLOWS FROM FINANCING ACTIVITIES
Scheduled repayments of long-term financial debt	(17,832)	(10,321)
Early repayment of long-term financial debt	(31,200)	(1,849)
Prepayment of 2017 Senior Convertible Notes	(80,000)	0
Short-term credit facility repayments	(8,275)	0
Proceeds from 2021 Senior Notes, net of issuance costs	192,618	0
Increase in restricted cash to redeem 2014 Senior Notes	(182,115)	0
Proceeds from long-term financial debt	41,400	18,550
Other financing activities, net	(5,467)	2,900
Net cash (used in) provided by financing activities	(90,871)	9,280
Net increase (decrease) in cash and cash equivalents	(90,900)	(15,969)
Cash and cash equivalents at the beginning of year	222,215	34,096
Cash and cash equivalents at the end of year	$ 131,315	$ 18,127

XML

SUPPLEMENTAL GUARANTOR INFORMATION FOR THE NEW NOTES (Tables)

6 Months Ended

12 Months Ended

Jun. 30, 2013

Dec. 31, 2012

SUPPLEMENTAL GUARANTOR INFORMATION FOR THE NEW NOTES [Abstract]

Condensed Consolidated Balance Sheet

SUPPLEMENTAL CONDENSED CONSOLIDATING BALANCE SHEET

AT JUNE 30, 2013 (UNAUDITED)

(stated in thousands of U.S. dollars)

	Parent		Combined subsidiary guarantors		Combined subsidiary non guarantors			Consolidating adjustments			Total consolidated amounts
Current assets
Receivables from related parties	$	350,450	$	46,448	$	54,628		$	(451,497	)	$	29
Restricted cash to redeem 2014 Senior Notes		182,115		-		-			-			182,115
Other current assets		83,581		77,020		77,963			-			238,564
Total current assets		616,146		123,468		132,591			(451,497	)		420,708
Noncurrent assets
Vessels and equipment, net		-		269,368		372,598			(857	)		641,109
Investment in affiliates		168,878		-		233			(168,878	)		233
Other noncurrent assets		9,031		30,828		29,445			(9,149	)		60,155
Total noncurrent assets		177,909		300,196		402,276			(178,884	)		701,497
Total assets	$	794,055	$	423,664	$	534,867		$	(630,381	)	$	1,122,205
Current liabilities
Payables to related parties	$	-	$	155,245	$	298,170		$	(451,497	)	$	1,918
2014 Senior Notes and accrued interest		181,620		-		-			-			181,620
Current portion of long-term financial debt		-		6,420		22,284			-			28,704
Other current liabilities		3,871		71,760		(11,593	)		-			64,038
Total current liabilities		185,491		233,425		308,861			(451,497	)		276,280
Noncurrent liabilities
Due to affiliates		-		9,149		-			(9,149	)		-
Long-term financial debt net of current portion		200,000		51,892		161,049			-			412,941
Other noncurrent liabilities		-		254		16,831			-			17,085
Total noncurrent liabilities		200,000		61,295		177,880			(9,149	)		430,026
Total liabilities		385,491		294,720		486,741			(460,646	)		706,306
Equity of Ultrapetrol (Bahamas) Limited		408,564		128,944		48,126			(177,070	)		408,564
Noncontrolling interest		-		-		-			7,335			7,335
Total equity		408,564		128,944		48,126			(169,735	)		415,899
Total liabilities and equity	$	794,055	$	423,664	$	534,867		$	(630,381	)	$	1,122,205

SUPPLEMENTAL CONDENSED CONSOLIDATING BALANCE SHEET

AT DECEMBER 31, 2012

(stated in thousands of U.S. dollars)

	Parent		Combined subsidiary guarantors		Combined subsidiary non guarantors		Consolidating adjustments			Total consolidated amounts
Current assets
Receivables from related parties	$	307,343	$	122,035	$	87,737	$	(517,105	)	$	10
Other current assets		201,491		66,643		38,846		-			306,980
Total current assets		508,834		188,678		126,583		(517,105	)		306,990
Noncurrent assets
Vessels and equipment, net		-		279,653		368,753		(887	)		647,519
Investment in affiliates		151,447		-		251		(151,447	)		251
Other noncurrent assets		5,171		26,032		33,275		(8,920	)		55,558
Total noncurrent assets		156,618		305,685		402,279		(161,254	)		703,328
Total assets	$	665,452	$	494,363	$	528,862	$	(678,359	)	$	1,010,318
Current liabilities
Payable to related parties	$	-	$	224,281	$	272,568	$	(493,088	)	$	3,761
Current portion of long-term financial debt		-		12,064		36,967		-			49,031
2017 Senior Convertible Notes		80,000		-		-		-			80,000
Other current liabilities		5,701		51,781		8,471		-			65,953
Total current liabilities		85,701		288,126		318,006		(493,088	)		198,745
Noncurrent liabilities
Due to affiliates		-		32,937		-		(32,937	)		-
Long-term financial debt		180,000		55,102		153,419		-			388,521
Other noncurrent liabilities		-		262		16,291		-			16,553
Total noncurrent liabilities		180,000		88,301		169,710		(32,937	)		405,074
Total liabilities		265,701		376,427		487,716		(526,025	)		603,819
Equity of Ultrapetrol (Bahamas) Limited		399,751		117,936		41,146		(159,082	)		399,751
Noncontrolling interest		-		-		-		6,748			6,748
Total equity		399,751		117,936		41,146		(152,334	)		406,499
Total liabilities and equity	$	665,452	$	494,363	$	528,862	$	(678,359	)	$	1,010,318

SUPPLEMENTAL CONDENSED CONSOLIDATING BALANCE SHEET

AT DECEMBER 31, 2012

(stated in thousands of U.S. dollars)

	Parent		Combined subsidiary guarantors		Combined subsidiary non guarantors		Consolidating adjustments			Total consolidated amounts
Current assets
Receivables from related parties	$	307,343	$	124,498	$	34,244	$	(466,075	)	$	10
Other current assets		201,491		55,084		50,405		-			306,980
Total current assets		508,834		179,582		84,649		(466,075	)		306,990
Noncurrent assets
Vessels and equipment, net		-		218,832		429,574		(887	)		647,519
Investment in affiliates		151,447		-		251		(151,447	)		251
Other noncurrent assets		5,171		17,173		42,134		(8,920	)		55,558
Total noncurrent assets		156,618		236,005		471,959		(161,254	)		703,328
Total assets	$	665,452	$	415,587	$	556,608	$	(627,329	)	$	1,010,318
Current liabilities
Payable to related parties	$	-	$	194,805	$	275,031	$	(466,075	)	$	3,761
Current portion of long-term financial debt		80,000		6,420		42,611		-			129,031
Other current liabilities		5,701		34,441		25,811		-			65,953
Total current liabilities		85,701		235,666		343,453		(466,075	)		198,745
Noncurrent liabilities
Due to affiliates	$	-	$	8,920	$	-	$	(8,920	)	$	-
Long-term financial debt		180,000		55,102		153,419		-			388,521
Other noncurrent liabilities				262		16,291		-			16,553
Total noncurrent liabilities		180,000		64,284		169,710		(8,920	)		405,074
Total liabilities		265,701		299,950		513,163		(474,995	)		603,819
Equity of Ultrapetrol (Bahamas) Limited		399,751		115,637		43,445		(159,082	)		399,751
Noncontrolling interest		-		-		-		6,748			6,748
Total equity		399,751		115,637		43,445		(152,334	)		406,499
Total liabilities and equity	$	665,452	$	415,587	$	556,608	$	(627,329	)	$	1,010,318

SUPPLEMENTAL CONDENSED CONSOLIDATING BALANCE SHEET

AT DECEMBER 31, 2011

(stated in thousands of U.S. dollars)

	Parent		Combined subsidiary guarantors		Combined subsidiary non guarantors		Consolidating adjustments			Total consolidated amounts
Current assets
Receivables from related parties	$	297,324	$	101,196	$	30,751	$	(429,214	)	$	57
Other current assets		3,773		46,055		56,248		-			106,076
Total current assets		301,097		147,251		86,999		(429,214	)		106,133
Noncurrent assets
Vessels and equipment, net		-		212,324		460,066		(945	)		671,445
Investment in affiliates		201,323		-		373		(201,323	)		373
Other noncurrent assets		6,825		7,850		63,704		(26,043	)		52,336
Total noncurrent assets		208,148		220,174		524,143		(228,311	)		724,154
Total assets	$	509,245	$	367,425	$	611,142	$	(657,525	)	$	830,287
Current liabilities
Payable to related parties	$	-	$	127,664	$	302,708	$	(429,214	)	$	1,158
Current portion of long-term financial debt		-		3,478		18,026		-			21,504
Other current liabilities		4,948		19,223		27,055		-			51,226
Total current liabilities		4,948		150,365		347,789		(429,214	)		73,888
Noncurrent liabilities
Due to affiliates	$	-	$	26,043	$	-	$	(26,043	)	$	-
Long-term financial debt		260,000		51,522		179,967		-			491,489
Other noncurrent liabilities		-		218		14,521		-			14,739
Total noncurrent liabilities		260,000		77,783		194,488		(26,043	)		506,228
Total liabilities		264,948		228,148		542,277		(455,257	)		580,116
Equity of Ultrapetrol (Bahamas) Limited		244,297		139,277		68,865		(208,142	)		244,297
Noncontrolling interest		-		-		-		5,874			5,874
Total equity		244,297		139,277		68,865		(202,268	)		250,171
Total liabilities and equity	$	509,245	$	367,425	$	611,142	$	(657,525	)	$	830,287

Condensed Consolidating Statement of Operations

SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2013 (UNAUDITED)

(stated in thousands of U.S. dollars)

	Parent			Combined subsidiary guarantors			Combined subsidiary non guarantors			Consolidating adjustments			Total consolidated amounts
Revenues	$	-		$	144,155		$	79,014		$	(23,493	)	$	199,676
Operating expenses		(3,706	)		(130,579	)		(69,710	)		23,522			(180,473	)
Operating (loss) profit		(3,706	)		13,576			9,304			29			19,203
Investment in affiliates		16,414			-			(319	)		(16,414	)		(319	)
Other (expenses) income		(5,076	)		(1,710	)		(1,890	)		-			(8,676	)
Income (loss) before income taxes		7,632			11,866			7,095			(16,385	)		10,208
Income taxes (expense) benefit		-			(858	)		(1,165	)		-			(2,023	)
Net income (loss)		7,632			11,008			5,930			(16,385	)		8,185
Net income attributable to noncontrolling interest		-			-			-			553			553
Net income (loss) attributable to Ultrapetrol (Bahamas) Limited	$	7,632		$	11,008		$	5,930		$	(16,938	)	$	7,632

SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2012 (UNAUDITED)

(stated in thousands of U.S. dollars)

	Parent			Combined subsidiary guarantors			Combined subsidiary non guarantors			Consolidating adjustments			Total consolidated amounts
Revenues	$	-		$	91,991		$	72,139		$	(20,095	)	$	144,035
Operating expenses		(3,027	)		(100,375	)		(61,393	)		20,065			(144,730	)
Operating (loss) profit		(3,027	)		(8,384	)		10,746			(30	)		(695	)
Investment in affiliates		(12,534	)		-			(666	)		12,534			(666	)
Other (expenses) income		(3,656	)		(15,125	)		(1,770	)		-			(20,551	)
(Loss) income before income taxes		(19,217	)		(23,509	)		8,310			12,504			(21,912	)
Income taxes benefit (expense)		-			2,155			985			-			3,140
Net (loss) income		(19,217	)		(21,354	)		9,295			12,504			(18,772	)
Net income attributable to noncontrolling interest		-			-			-			445			445
Net (loss) income attributable to Ultrapetrol (Bahamas) Limited	$	(19,217	)	$	(21,354	)	$	9,295		$	12,059		$	(19,217	)

SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2012

(stated in thousands of U.S. dollars)

	Parent			Combined subsidiary guarantors			Combined subsidiary non guarantors			Consolidating adjustments			Total consolidated amounts
Revenues	$	-		$	121,985		$	205,112		$	(13,928	)	$	313,169
Operating expenses		-			(133,209	)		(218,949	)		13,870			(338,288	)
Operating (loss) profit		-			(11,224	)		(13,837	)		(58	)		(25,119	)
Investment in affiliates		(49,470	)		-			(1,175	)		49,470			(1,175	)
Other (expenses) income		(14,187	)		(15,185	)		(10,067	)		-			(39,439	)
Loss before income taxes		(63,657	)		(26,409	)		(25,079	)		49,412			(65,733	)
Income taxes benefit (expense)		-			2,769			200			-			2,969
Loss from continuing operations		(63,657	)		(23,640	)		(24,879	)		49,412			(62,764	)
Loss from discontinued operations		-			-			-			-			-
Net loss		(63,657	)		(23,640	)		(24,879	)		49,412			(62,764	)
Net income attributable to noncontrolling interest		-			-			-			893			893
Net loss attributable to Ultrapetrol (Bahamas) Limited	$	(63,657	)	$	(23,640	)	$	(24,879	)	$	48,519		$	(63,657	)

SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2011

(stated in thousands of U.S. dollars)

	Parent			Combined subsidiary guarantors			Combined subsidiary non guarantors			Consolidating adjustments			Total consolidated amounts
Revenues	$	-		$	129,340		$	190,630		$	(15,488	)	$	304,482
Operating expenses		(8,490	)		(112,238	)		(179,800	)		15,430			(285,098	)
Operating (loss) profit		(8,490	)		17,102			10,830			(58	)		19,384
Investment in affiliates		(7,886	)		-			(1,073	)		7,886			(1,073	)
Other (expenses) income		(2,429	)		(23,212	)		(12,642	)		-			(38,283	)
Loss before income taxes		(18,805	)		(6,110	)		(2,885	)		7,828			(19,972	)
Income taxes benefit (expense)		-			1,550			187			-			1,737
Loss from continuing operations		(18,805	)		(4,560	)		(2,698	)		7,828			(18,235	)
Loss from discontinued operations		-			-			-			-			-
Net loss		(18,805	)		(4,560	)		(2,698	)		7,828			(18,235	)
Net income attributable to noncontrolling interest		-			-			-			570			570
Net loss attributable to Ultrapetrol (Bahamas) Limited	$	(18,805	)	$	(4,560	)	$	(2,698	)	$	7,258		$	(18,805	)

SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2010

(stated in thousands of U.S. dollars)

	Parent				Combined subsidiary guarantors			Combined subsidiary non guarantors			Consolidating adjustments			Total consolidated amounts
Revenues	$	-			$	106,014		$	133,015		$	(8,584	)	$	230,445
Operating expenses		(8,332	)			(89,245	)		(122,676	)		8,526			(211,727	)
Operating (loss) profit		(8,332	)			16,769			10,339			(58	)		18,718
Investment in affiliates		8,153		(1)		-			(341	)		(8,153	)		(341	)
Other (expenses) income		(5,192	)			(1,197	)		(10,030	)		-			(16,419	)
Loss before income taxes		(5,371	)			15,572			(32	)		(8,211	)		1,958
Income taxes benefit (expense)		-				313			(6,676	)		-			(6,363	)
Loss from continuing operations		(5,371	)			15,885			(6,708	)		(8,211	)		(4,405	)
Loss from discontinued operations		-				-			(515	)		-			(515	)
Net loss		(5,371	)			15,885			(7,223	)		(8,211	)		(4,920	)
Net income attributable to noncontrolling interest		-				-			-			451			451
Net loss attributable to Ultrapetrol (Bahamas) Limited	$	(5,371	)		$	15,885		$	(7,223	)	$	(8,662	)	$	(5,371	)

(1) Includes a loss of $515 related to discontinued operations.

Condensed Consolidating Statement of Cash Flow

SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF CASH FLOW

FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2013 (UNAUDITED)

(stated in thousands of U.S. dollars)

	Parent			Combined subsidiary guarantors			Combined subsidiary non guarantors			Consolidating adjustments			Total consolidated amounts
Net income (loss)	$	8,185		$	11,008		$	6,483		$	(17,491	)	$	8,185
Adjustments to reconcile net (loss) income to net cash provided by (used in)operating activities		(13,318	)		18,816			(20,000	)		17,491			2,989
Net cash (used in) provided by operating activities		(5,133	)		29,824			(13,517	)		-			11,174
Intercompany sources		(43,107	)		6,551			60,344			(23,788	)		-
Non-subsidiary sources		-			(5,647	)		(5,556	)		-			(11,203	)
Net cash (used in) provided by investing activities		(43,107	)		904			54,788			(23,788	)		(11,203	)
Intercompany sources		-			(23,788	)		-			23,788			-
Non-subsidiary sources		(69,497	)		(2,851	)		(18,523	)		-			(90,871	)
Net cash provided by (used in) financing activities		(69,497	)		(26,639	)		(18,523	)		23,788			(90,871	)
Net (decrease) increase in cash and cash equivalents	$	(117,737	)	$	4,089		$	22,748		$	-		$	(90,900	)

SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF CASH FLOW

FOR THE SIX-MONTH PERIOD ENDED JUNE 30, 2012 (UNAUDITED)

(stated in thousands of U.S. dollars)

	Parent			Combined subsidiary guarantors			Combined subsidiary non guarantors			Consolidating adjustments			Total consolidated amounts
Net (loss) income	$	(18,772	)	$	(21,354	)	$	9,740		$	11,614		$	(18,772	)
Adjustments to reconcile net (loss) income to net cash provided by (used in)operating activities		13,280			48,154			(34,345	)		(11,614	)		15,475
Net cash (used in) provided by operating activities		(5,492	)		26,800			(24,605	)		-			(3,297	)
Intercompany sources		2,896			19,359			(23,064	)		809			-
Non-subsidiary sources		-			(72,184	)		50,232			-			(21,952	)
Net cash (used in) provided by investing activities		2,896			(52,825	)		27,168			809			(21,952	)
Intercompany sources		-			4,209			(3,400	)		(809	)		-
Non-subsidiary sources		-			8,836			444			-			9,280
Net cash provided by (used in) financing activities		-			13,045			(2,956	)		(809	)		9,280
Net decrease in cash and cash equivalents	$	(2,596	)	$	(12,980	)	$	(393	)	$	-		$	(15,969	)

SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF CASH FLOW

FOR THE YEAR ENDED DECEMBER 31, 2012

(stated in thousands of U.S. dollars)

	Parent		Combined subsidiary guarantors		Combined subsidiary non guarantors		Consolidating adjustments		Total consolidated amounts
Net loss	$	(62,764)	$	(23,640)	$	(23,986)	$	47,626	$	(62,764)
Loss from discontinued operations		-		-		-		-		-
Adjustments to reconcile net loss to net cash (used in) provided by operating activities from continuing operations		51,532		(1,935)		56,858		(47,626)		58,829
Net cash (used in) provided by operating activities from continuing operations		(11,232)		(25,575)		32,872		-		(3,935)
Net cash (used in) operating activities from discontinued operations		-		-		-		-		-
Net cash (used in) provided by operating activities		(11,232)		(25,575)		32,872		-		(3,935)
Intercompany sources		(10,019)		43,839		(16,697)		(17,123)		-
Non-subsidiary sources		-		(14,985)		(17,528)		-		(32,513)
Net cash (used in) provided by investing activities		(10,019)		28,854		(34,225)		(17,123)		(32,513)
Intercompany sources		-		(17,123)		-		17,123		-
Non-subsidiary sources		219,122		6,315		(870)		-		224,567
Net cash (used in) provided by financing activities		219,122		(10,808)		(870)		17,123		224,567
Net increase (decrease) in cash and cash equivalents	$	197,871	$	(7,529)	$	(2,223)	$	-	$	188,119

SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF CASH FLOW

FOR THE YEAR ENDED DECEMBER 31, 2011

(stated in thousands of U.S. dollars)

	Parent			Combined subsidiary guarantors			Combined subsidiary non guarantors			Consolidating adjustments			Total consolidated amounts
Net loss	$	(18,235	)	$	(4,560	)	$	(2,128	)	$	6,688		$	(18,235	)
Loss from discontinued operations		-			-			-			-			-
Adjustments to reconcile net loss to net cash (used in) provided by operating activities from continuing operations		12,134			21,396			6,165			(6,688	)		33,007
Net cash (used in) provided by operating activities from continuing operations		(6,101	)		16,836			4,037			-			14,772
Net cash (used in) operating activities from discontinued operations		-			-			(15	)		-			(15	)
Net cash (used in) provided by operating activities		(6,101	)		16,836			4,022			-			14,757
Intercompany sources		(17,947	)		(1,322	)		(6,774	)		26,043			-
Non-subsidiary sources		-			(42,907	)		(54,956	)		-			(97,863	)
Net cash (used in) investing activities		(17,947	)		(44,229	)		(61,730	)		26,043			(97,863	)
Intercompany sources		-			26,043			-			(26,043	)		-
Non-subsidiary sources		(15,000	)		14,963			11,669			-			11,632
Net cash (used in) provided by financing activities		(15,000	)		41,006			11,669			(26,043	)		11,632
Net increase (decrease) in cash and cash equivalents	$	(39,048	)	$	13,613		$	(46,039	)	$	-		$	(71,474	)

SUPPLEMENTAL CONDENSED CONSOLIDATING STATEMENT OF CASH FLOW

FOR THE YEAR ENDED DECEMBER 31, 2010

(stated in thousands of U.S. dollars)

	Parent			Combined subsidiary guarantors			Combined subsidiary non guarantors			Consolidating adjustments			Total consolidated amounts
Net (loss) income	$	(4,920	)	$	13,169		$	5,307		$	(18,476	)	$	(4,920	)
Loss from discontinued operations		-			-			515			-			515
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities from continuing operations		(1,601	)		(2,539	)		10,913			18,476			25,249
Net cash (used in) provided by operating activities from continuing operations		(6,521	)		10,630			16,735			-			20,844
Net cash (used in) operating activities from discontinued operations		-			-			(1,950	)		-			(1,950	)
Net cash (used in) provided by operating activities		(6,521	)		10,630			14,785			-			18,894
Intercompany sources		(60,822	)		(16,189	)		-			77,011			-
Non-subsidiary sources		-			(3,850	)		(52,239	)		-			(56,089	)
Net cash (used in) investing activities from continuing operations		(60,822	)		(20,039	)		(52,239	)		77,011			(56,089	)
Net cash provided by investing activities from discontinued operations		-			-			1,950			-			1,950
Net cash (used in) investing activities		(60,822	)		(20,039	)		(50,289	)		77,011			(54,139	)
Intercompany sources		-			-			77,011			(77,011	)		-
Non-subsidiary sources		75,281			-			12,333			-			87,614
Net cash provided by financing activities		75,281			-			89,344			(77,011	)		87,614
Net increase (decrease) in cash and cash equivalents	$	7,938		$	(9,409	)	$	53,840		$	-		$	52,369

XML

FINANCIAL INSTRUMENTS - 10Q

6 Months Ended

12 Months Ended

Jun. 30, 2013

Dec. 31, 2012

FAIR VALUE INSTRUMENTS [Abstract]

FINANCIAL INSTRUMENTS

7. FINANCIAL INSTRUMENTS

The fair value of an asset or liability is the price that would be received to sell an asset or transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company utilizes a fair value hierarchy that maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value and defines three levels of inputs that may be used to measure fair value. Level 1 inputs are quoted prices in active markets for identical assets or liabilities. Level 2 inputs are observable inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets, quoted prices in markets that are not active, inputs other than quoted prices that are observable for the asset or liability, or inputs derived from observable market data. Level 3 inputs are unobservable inputs that are supported by little or no market activity and are significant to the fair value of the assets or liabilities.

The Company's liabilities as of June 30, 2013 that are measured at fair value on a recurring basis are summarized below:

	Level 1		Level 2		Level 3
Current liabilities:
-Interest rate collar (included in other liabilities)		-		718		-
-Interest rate swaps (included in other liabilities)		-		349		-
Noncurrent liabilities:
-Interest rate collar (included in other liabilities)		-		764		-
-Interest rate swaps (included in other liabilities)		-		320		-

The estimated fair value of the Company's other financial assets and liabilities as of June 30, 2013 were as follows:

	Carrying amount (unaudited)		Estimated fair value (unaudited)
ASSETS
Cash and cash equivalents	$	131,315	$	131,315
Restricted cash to redeem 2014 Senior Notes		182,115		182,115
Restricted cash (current and noncurrent portion)		10,369		10,369
LIABILITIES
2014 Senior Notes and accrued interest	$	181,620	$	181,620
Long term financial debt (current and non-current portion – Note 5) (1)		441,645		441,645

(1) The fair value of long term financial debt is measured using Level 2 fair value inputs.

The carrying value of cash and cash equivalents and restricted cash approximates fair value. The fair value of long-term financial debt was estimated based upon quoted market prices or by using discounted cash flow analyses based on estimated current rates for similar types of arrangements. Generally, the carrying value of variable interest rate debt, approximates fair value. It was not practicable to estimate the fair value of the Company's investments in 50% or less owned companies because of the lack of quoted market prices and the inability to estimate fair value without incurring excessive costs. Considerable judgment was required in developing certain of the estimates of fair value and accordingly the estimates presented herein are not necessarily indicative of the amounts that the Company could realize in a current market exchange.

6.   FAIR VALUE MEASUREMENT

The fair value of an asset or liability is the price that would be received to sell an asset or transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company utilizes a fair value hierarchy that maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value and defines three levels of inputs that may be used to measure fair value. Level 1 inputs are quoted prices in active markets for identical assets or liabilities. Level 2 inputs are observable inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets, quoted prices in markets that are not active, inputs other than quoted prices that are observable for the asset or liability, or inputs derived from observable market data. Level 3 inputs are unobservable inputs that are supported by little or no market activity and are significant to the fair value of the assets or liabilities.

The Company's liabilities as of December 31, 2012 that are measured at fair value on a recurring basis are summarized below:

	Level 1		Level 2		Level 3
Current liabilities: -Interest rate collar (included in other liabilities)		-		722		-
-Interest rate swaps (included in other liabilities)		-		348		-
Noncurrent liabilities: -Interest rate collar (included in other liabilities)		-		1,235		-
-Interest rate swaps (included in other liabilities)		-		791		-

The Company's assets as of December 31, 2012 that are measured at fair value on a non-recurring basis are summarized below:

	Level 1		Level 2		Level 3
Vessels and equipment held and used	$	-	$	-	$	7,380

In accordance with the provisions of FASB ASC Topic 360-10-40, a vessel in the Ocean Business with a carrying amount of $23,380 was written down to its estimated fair value of $7,380, resulting in an impairment charge of $16,000, which was included in Loss on write-down of vessels for the year ended December 31, 2012.

The estimated fair value of the Company's other financial assets and liabilities were as follows:

	At December 31,
	2012				2011
	Carrying amount		Estimated fair value		Carrying amount		Estimated fair value
ASSETS
Cash and cash equivalents	$	222,215	$	222,215	$	34,096	$	34,096
Restricted cash (current and noncurrent portion)		7,432		7,432		8,302		8,302
LIABILITIES
Long term financial debt (current and non-current portion – Note 5) (1)	$	517,552	$	517,595	$	512,993	$	468,393

(₁)    The fair value of long term financial debt is measured using Level 2 fair value inputs.

The carrying value of cash and cash equivalents and restricted cash approximates fair value. The fair value of long-term financial debt was estimated based upon quoted market prices or by using discounted cash flow analyses based on estimated current rates for similar types of arrangements.  Generally, the carrying value of variable interest rate debt, approximates fair value.  It was not practicable to estimate the fair value of the Company's investments in 50% or less owned companies because of the lack of quoted market prices and the inability to estimate fair value without incurring excessive costs.  Considerable judgment was required in developing certain of the estimates of fair value and accordingly the estimates presented herein are not necessarily indicative of the amounts that the Company could realize in a current market exchange.

XML

LONG-TERM DEBT

6 Months Ended

12 Months Ended

Jun. 30, 2013

Dec. 31, 2012

LONG-TERM DEBT AND OTHER FINANCIAL DEBT [Abstract]

LONG-TERM DEBT

5. LONG-TERM DEBT

Balances of long-term financial debt at June 30, 2013 and December 31, 2012:

					At June 30, 2013 (unaudited)							At December 31, 2012
	Financial institution /				Nominal value
Borrower	Other	Due-year			Current			Noncurrent		Total		Total
Ultrapetrol (Bahamas) Ltd.	Private Investors	June 2021			$	-		$	200,000	$	200,000	$	-
Ultrapetrol (Bahamas) Ltd.	Private Investors		-			-			-		-		180,000
Ultrapetrol (Bahamas) Ltd.	Private Investors		-	(1)		-			-		-		-
UP Offshore Apoio Marítimo Ltda.	DVB AG	Through 2016				900			5,500		6,400		6,850
UP Offshore (Bahamas) Ltd.	DVB AG	Through 2016				4,300			27,500		31,800		42,225
UP Offshore (Bahamas) Ltd.	DVB AG	Through 2017				2,000			10,000		12,000		13,000
UP Offshore (Bahamas) Ltd.	DVB SE + Banco Security	Through 2018				3,333			29,167		32,500		34,166
Ingatestone Holdings Inc.	DVB AG		-			2,019			6,606		8,625		13,800
Ingatestone Holdings Inc.	Natixis		-			-			-		-		5,175
Ingatestone Holdings Inc.	DVB SE + NIBC		-			-			-		-		20,850
Ingatestone Holdings Inc.	DVB NV + NIBC + ABN Amro	Through 2017				4,470			35,749		40,219		-
UP Offshore Apoio Marítimo Ltda.	BNDES	Through 2027				1,110			14,153		15,263		15,818
Stanyan Shipping Inc.	Natixis	Through 2017				1,108			4,984		6,092		6,546
Hallandale Commercial Corp.	Nordea		-			-			-		-		5,644
UABL Paraguay S.A.	IFC	Through 2020				2,174			19,565		21,739		22,826
UABL Paraguay S.A.	OFID	Through 2020				1,304			11,739		13,043		13,695
UABL Barges and others	IFC	Through 2020				3,044			27,391		30,435		31,957
UABL Paraguay S.A. and Riverpar S.A.	IFC	Through 2021				1,765			12,353		14,118		15,000
UABL Paraguay S.A. and Riverpar S.A.	OFID	Through 2021				1,177			8,234		9,411		10,000
At June 30, 2013					$	28,704	(2)	$	412,941	$	441,645
At December 31, 2012					$	49,031		$	388,521			$	437,552

(1) On January 23, 2013, the Company repaid the 2017 Senior Convertible Notes. See Note 3.b).

(2) Excludes the 2014 Senior Notes which were disclosed as current liabilities in the unaudited condensed consolidated balance sheet under the caption "2014 Senior Notes and accrued interest". See Note 3.a).

8.875% First Preferred Ship Mortgage Notes due 2021 (the "2021 Senior Notes")

On May 30, 2013, the Company completed the Offering of $200,000 of 8.875% First Preferred Ship Mortgage Notes due 2021 (the "2021 Senior Notes"), through a private placement to institutional investors eligible for resale under Rule 144A and Regulation S. The net proceeds of the offering were used to repay in full on July 10, 2013, the 2014 Senior Notes or $180,000, and for general purpose.

Interest on the 2021 Senior Notes is payable semi-annually on June 15 and December 15 of each year. The 2021 Senior Notes are senior obligations guaranteed by certain of the Company's subsidiaries. The Notes are secured by first preferred ship mortgages on four ocean vessels, 14 pushboats and 335 river barges.

The 2021 Senior Notes are subject to certain covenants, including, among other things, limiting the parent's and subsidiary guarantors' ability to incur additional indebtedness or issue preferred stock, pay dividends to stockholders, make investments or sell assets, under certain conditions.

Upon the occurrence of a change of control event, each holder of the 2021 Senior Notes shall have the right to require the Company to repurchase such notes at a purchase price in cash equal to 101% of the principal amount thereof plus accrued and unpaid interest.

Although Ultrapetrol (Bahamas) Limited, the parent company, is the issuer of the 2021 Senior Notes, principal and related expenses will be paid through funds obtained from the operations of the Company's subsidiaries.

On May 23, 2013, IFC and OFID waived certain covenants under the loan agreements and corresponding guarantee agreements. The waivers permitted the creation of additional security and the non-compliance with certain release priorities of IFC's and OFID's securities under the loan and guarantee agreements all in connection with and for the purpose of permitting the refinancing of the 2014 Senior Notes and issuance the 2021 Senior Notes. In addition, IFC and OFID issued a release of mortgages and certain other assignments under the loan agreements, in order to meet the additional security and guarantee requirements of the 2021 Senior Notes.

Subsequent event

On August 1, 2013, the Company filed a registration statement on Form F-4 with the SEC to register substantially identical senior notes to be exchanged for the 2021 Senior Notes pursuant to a registration rights agreement, to allow the 2021 Senior Notes be eligible for trading in the public markets.

Revolving credit facility of up to $40,000

On May 31, 2013, we entered into a loan agreement with DVB Bank SE for a $40,000 reducing, revolving credit facility. The commitment under this revolver decreases quarterly by $1,250 or $5,000 per year. The facility bears interest at LIBOR plus 3% (or lender's cost of funds, if the lenders in their discretion determine that LIBOR is not representative of such costs). A quarterly commitment fee is payable based on the average undrawn amount of the committed amount at a rate of 1.95% per annum. No drawdowns have been made under the facility to date.

Senior secured term loan facility with DVB Bank AG (DVB AG) and Natixis of up to $93,600

On June 24, 2008 Ingatestone Holdings Inc., as Borrower, and UP Offshore (Bahamas) Ltd., Bayshore Shipping Inc., Gracebay Shipping Inc., Springwater Shipping Inc. and Woodrow Shipping Inc. (all of these our subsidiaries in the Offshore Supply Business) and Ultrapetrol (Bahamas) Limited, as joint and several Guarantors, entered into a senior secured term loan facility of up to $93,600 with DVB AG and Natixis (the "Banks"), as co-lender, to finance the construction and delivery of our PSVs being built in India (UP Jade, UP Amber, UP Pearl and UP Onyx).

At March 31, 2012, the advances under Tranche A of the loan were $34,500 ($17,250 per Bank).

On May 9, 2012, the Borrower, the Guarantors and the Banks signed a third amendment to the loan agreement. In connection with this amendment, all the amounts borrowed by Natixis or $17,250 shall be paid on or before December 31, 2012, further extended to March 28, 2013 and all of the remaining commitments of this term loan facility by Natixis were cancelled.

On March 28, 2013 the Company repaid $10,350 ($5,175 to each Bank) related with our PSV UP Amber advances.

At June 30, 2013, the outstanding principal balance under this loan agreement was $8,625 related with the advances of the loan to finance the construction of our PSVs UP Pearl and UP Onyx made by DVB AG.

During the six-month period ended June 30, 2013, the Company recorded a financial loss on extinguishment of debt of $345, which was included in the accompanying unaudited condensed consolidated statement of operations.

Senior secured post delivery term loan facility with DVB Bank SE (DVB SE) and NIBC Bank NV of up to $42,000

On October 22, 2012 Ingatestone Holdings Inc., as Borrower, and UP Offshore (Bahamas) Ltd., Bayshore Shipping Inc., Gracebay Shipping Inc. (all of these our subsidiaries in the Offshore Supply Business) and Ultrapetrol (Bahamas) Limited, as joint and several Guarantors, entered into a senior secured post delivery term loan facility of up to $42,000 with DVB SE and NIBC Bank NV (the "Lenders") for the purpose of partially financing or refinancing our PSVs named UP Jade and UP Amber.

The loan facility was divided into two tranches, each in the aggregate amount of up to $21,000.

The tranche of the loan facility in respect of the refinancing of the PSV UP Jade was drawn down in an amount of $20,850 on October 29, 2012.

On January 24, 2013 the Company terminated this senior secured post delivery term loan facility and prepaid the outstanding balance of $20,850 with borrowings from its senior secured post delivery term loan facility with DVB Bank America, NIBC and ABN Amro, described below.

During the six-month period ended June 30, 2013, the Company recorded a financial loss on extinguishment of debt of $619, which was included in the accompanying unaudited condensed consolidated statement of operations.

Senior secured post delivery term loan facility with DVB Bank America NV (DVB Bank America), NIBC Bank NV (NIBC) and ABN Amro Capital USA LLC (ABN Amro) of up to $84,000

On January 18, 2013 Ingatestone Holdings Inc., as Borrower, and UP Offshore (Bahamas) Ltd., Bayshore Shipping Inc., Gracebay Shipping Inc, Springwater Shipping Inc and Woodrow Shipping Inc. (all of these our subsidiaries in the Offshore Supply Business) and Ultrapetrol (Bahamas) Limited, as joint and several Guarantors, entered into a senior secured post delivery term loan facility of up to $84,000 with DVB Bank America, NIBC and ABN Amro (the "Lenders") with the purpose of refinancing the advances made for our PSVs named UP Jade, UP Amber, UP Pearl and UP Onyx of the DVB SE and Natixis and DVB SE and NIBC long-term facilities.

The loan facility is divided into four tranches, each in the aggregate amount of up to the lesser of $21,000 and 60% of the fair market value of the PSV to which such tranche relates.

A quarterly commitment fee is payable based on the average undrawn amount of the committed amount at a rate of 1.60% per annum.

The tranche of the loan facility in respect of the refinancing of the PSV UP Jade was drawn down in the amount of $20,850 on January 24, 2013.

Each tranche of the loan facility in respect of the financing of the acquisition of each of the UP Amber, UP Pearl and UP Onyx from the shipyard shall be divided into two advances which shall be made available to the Borrower as follows:

- The first advance of each such tranche shall be made available to the Borrower in the amount of up to $5,000 on the earlier of the delivery date of the ship and October 31, 2013,

- The second advance of each such tranche shall be made available to the Borrower in the amount of up to $16,000 not later than the earlier of the date which is six months after the delivery date of the ship and October 31, 2013, provided that the UP Amber, UP Pearl and UP Onyx have obtained employment of not less than 3 years with a charterer on terms and conditions acceptable to the Lenders.

On March 28, 2013 and June 28, 2013, the Company drew down $5,000 and $15,550, respectively, related with the tranche of the loan to financing the acquisition of our PSV UP Amber.

At June 30, 2013, the outstanding principal balance under this loan agreement was $40,219.

Senior secured term loan with Nordea Bank Finland PLC (Nordea Bank) of $20,200

On November 30, 2007, Hallandale Commercial Corp. (our wholly owned subsidiary in the Ocean Business and the owner of the Amadeo) as Borrower, Ultrapetrol (Bahamas) Ltd., as Guarantor, and Tuebrook Holdings Inc. (our wholly owned subsidiary in the Ocean Business and the holding company of Hallandale Commercial Corp.), as Pledgor, entered into a $20,200 loan agreement with Nordea Bank for the purpose of providing post delivery financing of the vessel.

On December 28, 2012 the Borrower, the Guarantor, the Pledgor and Nordea Bank amended the loan agreement. In connection with this amendment the margin was increased from 1.50% to 3.00% per annum, the change of control provisions was modified to include Sparrow into the definition, the final maturity date of the loan was changed to April 15, 2013 and Nordea Bank waived the Guarantor compliance requirement with the EBITDA to interest expense ratio until the maturity date.

On April 15, 2013, the Company repaid in full the total outstanding of $5,252 of this senior secured loan.

5.   LONG-TERM DEBT AND OTHER FINANCIAL DEBT

Balances of long-term financial debt were as follows:

				At December 31,
				2012						2011
	Financial institution /			Nominal value
Borrower	Other	Due-year (1)		Current		Noncurrent		Total		Total
Ultrapetrol (Bahamas) Ltd.	Private Investors	November 2014		$	-	$	180,000	$	180,000	$	180,000
Ultrapetrol (Bahamas) Ltd.	Private Investors	January 2013			80,000		-		-		80,000
UP Offshore Apoio Marítimo Ltda.	DVB AG	Through 2016			900		5,950		6,850		7,750
UP Offshore (Bahamas) Ltd.	DVB AG	Through 2016			12,575		29,650		42,225		38,250
UP Offshore (Bahamas) Ltd.	DVB AG	Through 2017			2,000		11,000		13,000		15,000
UP Offshore (Bahamas) Ltd.	DVB SE + Banco Security	Through 2018			3,333		30,833		34,166		37,500
Ingatestone Holdings Inc.	DVB AG		-		5,639		8,161		13,800		15,525
Ingatestone Holdings Inc	Natixis	March 2013			5,175		-		5,175		15,525
UP Offshore Apoio Marítimo Ltda.	BNDES	Through 2027			1,110		14,708		15,818		16,928
Stanyan Shipping Inc.	Natixis	Through 2017			1,108		5,438		6,546		9,303
Hallandale Commercial Corp.	Nordea	April 2013			5,644		-		5,644		7,212
UABL Paraguay	IFC	Through 2020			2,174		20,652		22,826		25,000
UABL Paraguay	OFID	Through 2020			1,304		12,391		13,695		15,000
UABL Barges and others	IFC	Through 2020			3,044		28,913		31,957		35,000
UABL Paraguay and Riverpar	IFC	Through 2021			1,765		13,235		15,000		15,000
UABL Paraguay and Riverpar	OFID	Through 2021			1,176		8,824		10,000		-
Ingatestone Holdings Inc.	DVB SE + NIBC		-		2,084		18,766		20,850		-
At December 31, 2012				$	129,031	$	388,521	$	517,552
At December 31, 2011				$	21,504	$	491,489			$	517,552

(1)  See the descriptions below.

Aggregate annual future payments due to the long-term financial debt were as follows:

Year ending December 31
2013	$	129,031
2014		208,716
2015		24,098
2016		49,091
2017		40,022
Thereafter		66,594
Total	$	517,552

9% First Preferred Ship Mortgage Notes due 2014

On November 24, 2004 the Company completed a debt offering of $180,000 of 9% First Preferred Ship Mortgage Notes due 2014 (the "2014 Senior Notes"), through a private placement to institutional investors eligible for resale under Rule 144A and Regulation S (the "Offering").  The net proceeds of the Offering were used to repay the 2008 Senior Notes, certain other existing credit facilities and to fund some vessel acquisitions.

Interest on the 2014 Senior Notes is payable semi-annually on May 24 and November 24 of each year and principal is due on November 24, 2014.  The 2014 Senior Notes are senior obligations guaranteed by the Company's subsidiaries directly involved in our Ocean and River Business. At December 31, 2012, the 2014 Senior Notes are secured by first preferred ship mortgages on 13 river pushboats, 2 oceangoing barges and 337 river barges.

The 2014 Senior Notes are subject to certain covenants, including, among others, limiting the parent's and guarantor subsidiaries' ability to incur additional indebtedness or issue preferred stock, pay dividends to stockholders, incur liens or execute sale leasebacks of certain principal assets and certain restrictions on the Company consolidating with or merging into any other person.

Upon the occurrence of a change of control event, each holder of the 2014 Senior Notes shall have the right to require the Company to repurchase such notes at a purchase price in cash equal to 101% of the principal amount thereof plus accrued and unpaid interest.

If Los Avellanos and Hazels, together, in accordance with the provisions of the Shareholder Agreement described in Note 1, no longer have the ability or right to elect or designate for election a majority of the Company's board of Directors, a change of control will occur under the indenture governing our 2014 Senior Notes.

In the first quarter of 2005 the SEC declared effective an exchange offer filed by the Company to register substantially identical senior notes to be exchanged for the 2014 Senior Notes pursuant to a registration rights agreement, to allow the 2014 Senior Notes be eligible for trading in the public markets.

Although Ultrapetrol (Bahamas) Limited, the parent company, subscribed the issued Notes, principal and related expenses will be paid through funds obtained from the operations of the Company's subsidiaries.

At December 31, 2012 and 2011, the 2014 Senior Notes are disclosed on the Company´s consolidated balance sheets as long-term debt.

At December 31, 2012 the net book value of the assets pledged as a guarantee of the 2014 Senior Notes was $67,700.

7.25% Convertible Senior Notes due 2017

On December 23, 2010, the Company completed the sale of $80,000 aggregate principal amount of its 7.25% Convertible Senior Notes due 2017 (the "2017 Convertible Notes") through a private placement to institutional investors eligible for resale under Rule 144A and Regulation S. The Convertible Notes are senior and unsecured obligations of the Company. Interest on the 2017 Convertible Notes is payable semi-annually on January 15 and July 15 of each year, commencing on July 15, 2011. Unless earlier converted, redeemed or repurchased, the 2017 Convertible Notes are due on January 15, 2017.

The 2017 Convertible Notes were convertible after January 28, 2011, at the option of the holder, into common stock at an initial conversion rate equal to 133.1691 shares of the Company common stock per $1 principal amount of 2017 Convertible Notes (equivalent to an initial conversion price of approximately $7.51 per share), which was subject to adjustment.

If the arithmetic average of the daily volume weighted average price per share of the Company common stock for each of the 20 consecutive trading days beginning on January 17, 2012 was less than $6.13, then the conversion rate would be increased such that the conversion price as adjusted would represent the greater of (i) 122.5% of such arithmetic average of the daily volume weight average price and (ii) $6.13.

As from February 14, 2012, the conversion rate has been adjusted to 163.1321 shares of the Company common stock per $1 principal amount of 2017 Convertible Notes (equivalent to a price of approximately $ 6.13 per share) as a consequence of the arithmetic average of the daily volume weighted average price per share of the Company common stock for the period from January 17, 2012 to February 13, 2012 (both inclusive) being $2.76.

On or after January 15, 2015, the Company may redeem for cash all, but not less than all, of the 2017 Convertible Notes if the last reported sale price of the Company common stock equals or exceeds 130% of the applicable conversion for a specific period of time at 100% of the principal amount of the 2017 Convertible Notes to be redeemed, plus any accrued and unpaid interest to, but excluding, the redemption date.

Upon a fundamental change occurring, as defined in the 2017 Convertible Notes Indenture, each holder of the 2017 Convertible Notes, shall have the right to require the Company to repurchase the 2017 Convertible Notes in cash at a price equal to 100% of the principal amount of the 2017 Convertible Notes to be repurchased, plus any accrued and unpaid interest to, but excluding, the fundamental change repurchase date.

If a fundamental change occurs under the 2017 Convertible Notes Indenture, the Company will pay a make-whole premium upon the conversion of the 2017 Convertible Notes in connection with any such transaction by increasing the applicable conversion rate. The make-whole premium will be determined by reference to the 2017 Convertible Notes Indenture and is based on the date on which the fundamental change becomes effective and the market stock price of the Company common stock on that date. In no event shall the conversion rate exceed 163.1321 shares per $1 principal amount.

As a result of the successful completion of the transaction with Sparrow described in note 1, a fundamental change (as defined in the Indenture) occurred on December 12, 2012, and each holder of the 2017 Convertible Notes had the repurchase right described above.

On December 21, 2012 the Company commenced a tender offer to repurchase up to $80,000 of the 2017 Convertible Notes at par plus accrued and unpaid interest in accordance with the fundamental change repurchase procedure as specified in the 2017 Convertible Notes Indenture. The tender offer began on December 21, 2012 and expired on January 22, 2013.

At December 31, 2011 the 2017 Convertible Notes are disclosed on the Company's consolidated balance sheets as long-term debt at face value.

Subsequent events

On January 23, 2013 the Company repaid $80,000 of its 2017 Convertible Notes. Consequently, as of December 31, 2012 the Company included the outstanding principal amount of the 2017 Convertible Notes of $80,000 as current liabilities and the Company expects to record a loss on extinguishment of debt of approximately $2,800 in the first quarter 2013 results.

Loans with DVB Bank AG (DVB AG)

a)   Senior secured term loan facility of up to $15,000:  On January 17, 2006 UP Offshore Apoio Maritimo Ltda. (UP Offshore Apoio) as Borrower, Packet Maritime Inc. (Packet) and Padow Shipping Inc. (Padow) as Guarantors and UP Offshore (Bahamas) Ltd. (UP Offshore) as Holding Company (all of these our subsidiaries in the Offshore Supply Business) entered into a senior secured term loan

facility of up to $15,000 with DVB AG for the purposes of providing post delivery financing of our PSV named UP Agua Marinha.

This loan is divided into two tranches:

-   Tranche A, amounting to $13,000, accrues interest at LIBOR plus a margin of 1.20% per annum and shall be repaid by (i) 120 consecutive monthly installments of $75 each beginning in March 2006 and (ii) a balloon repayment of $4,000 in February 2016.

-   Tranche B, amounting to $2,000 was fully repaid in February 2009.

For the year ended December 31, 2012, the weighted average interest rate was 1.44% and the respective interest rates ranged from 1.34% to 1.53%, including margins.

b)   Senior secured term loan facility of up to $61,306:  On December 28, 2006 UP Offshore (Bahamas) Ltd. as Borrower, Packet, Padow, UP Offshore Apoio and Topazio Shipping LLC (collectively the owners of our PSVs UP Safira, UP Esmeralda, UP Agua Marinha and UP Topazio) and Ultrapetrol (Bahamas) Limited as Guarantors entered into a senior secured term loan facility of up to $61,306 with DVB AG for the purposes of providing post delivery re-financing of our PSVs named UP Safira, UP Esmeralda and UP Topazio.

The loan bears interest at LIBOR plus 1.20% per annum with quarterly principal and interest payments and matures in December 2016.  The regularly scheduled principal payments are due quarterly and range from $1,075 to $1,325, with a balloon installment of $17,300 in December 2016. If a PSV is sold or becomes a total loss, the Borrower shall prepay the loan in an amount equal to the stipulated value of such PSV, which is initially stipulated in $18,750 and shall be reduced in the amount of $388 on each repayment date.

For the year ended December 31, 2012, the weighted average interest rate was 1.67% and the respective interest rates ranged from 1.59% to 1.74%, including margins.

On August 1, 2012, the Borrower, the Guarantors and DVB SE agreed to amend the loan agreement to permit the Borrower to re-borrow $10,000. During 2012, the Company drew down $8,275.  This amount, bears interest at LIBOR plus 3.50% per annum and matures $50% on March 29, 2013 and 50% on June 30, 2013.

A commitment fee is payable based on the average undrawn amount of $10,000 at a rate of 1.75% per annum commencing on August 1, 2012.  At the date of the issuance of these financial statements the Company canceled any undrawn commitment.

c)   Senior secured term loan facility of up to $25,000:  On October 31, 2007 UP Offshore (Bahamas) Ltd. as Borrower entered into a senior secured term loan facility of up to $25,000 with DVB AG for the purposes of providing post delivery re-financing of our PSV named UP Diamante.

The Banks, at their discretion, may replace LIBOR as base rate for the interest calculation with their cost-of-funds rate.

The loan bears interest at LIBOR plus 1.50% per annum with quarterly principal and interest payments and matures in November 2017.  The regularly scheduled payments commenced in February 2008 and are comprised of 8 installments of $750 each, 24 of $500 each and 8 of $250 each with a balloon installment of $5,000 in November 2017.

For the year ended December 31, 2012, the weighted average interest rate was 1.97% and the respective interest rates ranged from 1.93% to 2.05%, including margins.

All of these loans are secured by a first priority mortgage on the UP Safira, UP Esmeralda, UP Topazio, UP Agua Marinha and UP Diamante, a first priority assignment of the earnings, insurances and requisition compensation of the vessels or other employment contracts exceeding 12 months and are jointly and severally irrevocable and unconditionally guaranteed by Packet, Padow, UP Offshore Apoio, Topazio Shipping LLC and Ultrapetrol (Bahamas) Limited.  The loans also contain customary covenants that limit, among other things, the Borrowers' ability to incur additional indebtedness, grant liens over their assets, sell assets, pay dividends, repay indebtedness, merge or consolidate, change lines of business and amend the terms of subordinated debt.  The agreements governing the facility also contain customary events of default. If an event of default occurs and is continuing, DVB AG may require the entire amount of the loans be immediately repaid in full.  Further, the loan agreements require that the PSVs pledged as security have an aggregate market value of at least 133.3% of the value of the loans.

At December 31, 2012 the combined outstanding principal balance under the loan agreements was $62,075 and the aggregate net book value of the assets pledged was $84,700.

Senior secured term loan facility with DVB Bank AG (DVB AG) and Natixis of up to $93,600

On June 24, 2008 Ingatestone Holdings Inc., as Borrower, and UP Offshore (Bahamas) Ltd., Bayshore Shipping Inc., Gracebay Shipping Inc., Springwater Shipping Inc. and Woodrow Shipping Inc. (all of these our subsidiaries in the Offshore Supply Business) and Ultrapetrol (Bahamas) Limited, as joint and several Guarantors, entered into a senior secured term loan facility of up to $93,600 with DVB AG and Natixis (the "Banks"), as co-lender, to finance the construction and delivery of our PSVs being built in India (UP Jade, UP Amber, UP Pearl and UP Onyx).

A quarterly commitment fee is payable based on the average undrawn amount of the committed amount at a rate of 0.50% per annum through December 2010 and at a rate of 1.50% per annum thereafter.

This loan is divided into two tranches:

-   Tranche A, amounting to $60,000, to be made available for each ship in the amount of up to $15,000.  This tranche accrues interest at LIBOR (base rate) plus a margin of 3.0% during each ship's construction period, and then the margin is lowered to 2.0% and shall be repaid by (i) quarterly installments of $288 per ship and (ii) a balloon repayment of all amounts outstanding at December 31, 2019.

-   Tranche B, amounting to $33,600, to be made available for each ship in the amount of up to $8,400 in a single advance on the delivery date of such ship.  This tranche accrues interest at LIBOR (base rate) plus a margin of 2.0% per annum and shall be repaid by 20 quarterly installments of $420 per ship.

The Banks, at their discretion, may replace LIBOR as base rate for the interest calculation with their cost-of-funds rate.

As Facility Guarantor, UP Offshore (Bahamas) Ltd. shall comply with certain financial covenants including: (i) an average balance of available cash in a demand deposit of not less than $5,000 during each financial year, (ii) an equity ratio of not less than 30%, (iii) a minimum equity of $75,000 and, (iv) a ratio of consolidated EBITDA to consolidated debt service of at least 1.5 (on a rolling four quarter basis, tested as of the last day of each fiscal quarter).

The loan contains customary covenants which are similar to the stipulated covenants in previous loans entered with DVB AG. The agreements governing the facility also contain customary events of default. If an event of default occurs and is continuing, DVB AG and Natixis may require the entire amount of the loan be immediately repaid in full.

At March 31, 2012, the advances under Tranche A of the loan were $34,500 ($17,250 per Bank).

On May 9, 2012, the Borrower, the Guarantors and the Banks signed a third amendment to the loan agreement. In connection with this amendment, all the amounts borrowed by Natixis or $17,250 shall be paid on or before December 31, 2012, further extended to March 28, 2013 and all of the remaining commitments of this term loan facility by Natixis were cancelled.

Since March 31 2012, the Company prepaid to Natixis $12,075 and to DVB SE $10,275 in principal installment and drew from DVB SE $6,825.

During the year ended December 31, 2012 the Company recorded a debt extinguishment loss of $940, which is included in the accompanying consolidated statement of operations.

On October 22, 2012 the Company through its subsidiaries in the Offshore Supply Business, entered into a new senior secured term loan facility to replace the financing of this term loan facility in respect of the financing of the acquisition of each of the UP Jade and UP Amber. Subsequent to December 31, 2012 Ingatestone Holding Inc. (our subsidiary in the Offshore Supply Business) entered into a new senior secured term loan facility with DVB Bank America, NIBC and ABN Amro to replace all of its credit facilities in respect of the financing of its four PSVs being built in India (UP Jade, UP Amber, UP Pearl and UP Onyx).

At December 31, 2012, the outstanding principal balance under this loan agreement was $18,975 ($5,175 for Natixis and $13,800 for DVB SE).

Senior secured post delivery term loan facility with DVB Bank SE (DVB SE) and NIBC Bank NV of up to $42,000

On October 22, 2012 Ingatestone Holdings Inc., as Borrower, and UP Offshore (Bahamas) Ltd., Bayshore Shipping Inc., Gracebay Shipping Inc. (all of these our subsidiaries in the Offshore Supply Business) and Ultrapetrol (Bahamas) Limited, as joint and several Guarantors, entered into a senior secured post delivery term loan facility of up to $42,000 with DVB SE and NIBC Bank NV (the "Lenders") for the purpose of partially financing or refinancing our PSVs named UP Jade and UP Amber.

The loan facility is divided into two tranches, each in the aggregate amount of up to $21,000.

The tranche of the loan facility in respect of the refinancing of the UP Jade was drawn down in an amount of $20,850 on October 29, 2012. This tranche accrues interest at LIBOR (base rate) plus a margin of 4.0% and shall be repaid by (i) 20 consecutive quarterly installments of $521 each and (ii) a balloon payment in the amount of $10,425 which due on the fifth anniversary of the drawdown date but not later than November 30, 2017.

The Lenders, at their discretion, may replace LIBOR as base rate for the interest calculation with their cost-of-funds rate.

The tranche of the loan facility in respect of the financing of the acquisition of the UP Amber from the shipyard shall be divided into two advances which shall be made available to the Borrower until June 30, 2013.

Subsequent events

On January 24, 2013 the Company terminated this senior secured post delivery term loan facility and prepaid the outstanding balance of $20,850 with borrowings from its senior secured post delivery term loan facility with DVB Bank America, NIBC and ABN Amro.

Senior secured post delivery term loan facility with DVB Bank America NV (DVB Bank America),  NIBC Bank NV (NIBC) and ABN Amro Capital USA LLC (ABN Amro) of up to $84,000

On January 18, 2013 Ingatestone Holdings Inc., as Borrower, and UP Offshore (Bahamas) Ltd., Bayshore Shipping Inc., Gracebay Shipping Inc, Springwater Shipping Inc and Woodrow Shipping Inc. (all of these our subsidiaries in the Offshore Supply Business) and Ultrapetrol (Bahamas) Limited, as joint and several Guarantors, entered into a senior secured post delivery term loan facility of up to $84,000 with DVB Bank America, NIBC and ABN Amro (the "Lenders") with the purpose of refinancing the advances made for our PSVs named UP Jade, UP Amber, UP Pearl and UP Onyx of the DVB SE and Natixis and DVB SE and NIBC long-term facilities.

The loan facility is divided into four tranches, each in the aggregate amount of up to the lesser of $21,000 and 60% of the fair market value of the PSV to which such tranche relates.

The tranche of the loan facility in respect of the refinancing of the UP Jade was drawn down in the amount of $ 20,850 on January 24, 2013. This tranche accrues interest at LIBOR (base rate) plus a margin of 4.0% and shall be repaid by (i) 20 consecutive quarterly installments of $521 each beginning on January 29, 2013 and (ii) a balloon payment in the amount of $10,425 which is due on October 29, 2017 concurrent with the last quarterly repayment.

A quarterly commitment fee is payable based on the average undrawn amount of the committed amount at a rate of 1.60% per annum.

Each tranche of the loan facility in respect of the financing of the acquisition of each of the UP Amber, UP Pearl and UP Onyx from the shipyard shall be divided into two advances which shall be made available to the Borrower as follows:

-   The first advance of each such tranche shall be made available to the Borrower in the amount of up to $5,000 on the earlier of the delivery date of the ship and October 31, 2013,

-   The second advance of each such tranche shall be made available to the Borrower in the amount of up to $16,000 not later than the earlier of the date which is six months after the delivery date of the ship and October 31, 2013, provided that the UP Amber, UP Pearl and UP Onyx have obtained employment of not less than 3 years with a charterer on terms and conditions acceptable to the Lenders.

Each tranche accrues interest at LIBOR (base rate) plus a margin of 4.0% and shall be repaid by (i) equal consecutive quarterly installments and (ii) a balloon payment equal to 50% of the advances of such tranche concurrent with the last quarterly repayment but not later than October 31, 2017.  The first quarterly repayment shall commence on the date falling three months after the drawdown date.

The Lenders, at their discretion, may replace LIBOR as base rate for the interest calculation with their cost-of-funds rate.

Ingatestone Holdings Inc., as Borrower, shall comply with certain financial covenants including: (i) a ratio of consolidated debt service coverage ratio in respect of the PSVs of not less than 125% (on a historical and forward four quarter rolling basis, tested as of the last date of each fiscal quarter), (ii) an equity ratio of not less than 10% as from December 31, 2012 until September 30, 2013 and 20% as from September 30, 2013, (iii) a consolidated tangible net worth of not less than $10,000 as from December 31, 2012 until September 30, 2013 and $20,000 as from September 30, 2013 plus 50% of net income (positive only) for each succeeding fiscal year and (iv) consolidated liquidity of not less than an amount necessary to fund the payment of six months of debt service.

As Guarantor, Ultrapetrol (Bahamas) Ltd. shall comply with certain financial covenants at all times after from December 31, 2012 including: (i) an average monthly balance of available cash in a demand deposit of not less than $20,000 on a consolidated basis, (ii) an equity ratio of not less than 20%, (iii) a consolidated tangible net worth of not less than $150,000 and, (iv) a ratio of consolidated debt service coverage ratio of not less than 150% (on a historical and forward four quarter rolling basis, tested as of the last date of each fiscal quarter).

The loan is secured by a first priority mortgage on the UP Jade, UP Amber, UP Pearl and UP Onyx and a first priority assignment of the earnings, insurances and requisition compensation of the vessels. Further, the loan agreement requires that the PSVs pledged as security have an aggregate market value of at least 142.85% of the value of the loans and the swap exposure during the first two years of the loan and 150% thereafter.

The loan also contains customary covenants that limit, among other things, the Borrowers' ability to incur additional indebtedness, grant liens over their assets, sell assets, pay dividends, repay indebtedness, merge or consolidate, change lines of business and amend the terms of subordinated debt.

Seventeen-year term $18,730 credit facility with Brazilian Development Bank (BNDES)

On August 20, 2009, UP Offshore Apoio (our subsidiary in the Offshore Supply Business) as Obligor, UP Offshore (Bahamas) Ltd., as Facility Guarantor and Ultrapetrol (Bahamas) Ltd., as Limited Guarantor, entered into a seventeen-year fixed interest credit facility for $18,730 with BNDES to partially post-finance the construction of our PSV UP Rubi.

The loan shall be repaid by 204 consecutive monthly installments of each $93 beginning in April 2010 and ending in March 2027.  The loan accrues interest at 3% per annum.

On October 30, 2009, UP Offshore Apoio entered into a Standby Letter of Credit Facility Agreement (the "Letter") with DVB Bank SE relating to a $21,500 Standby Letter of Credit Facility which guarantees the BNDES credit facility from November 11, 2009 to November 11, 2013.  The Letter requires PSV UP Rubi to be pledged as security and its fair market value shall be not less than 133.3% of the outstanding amount of the Letter and is guaranteed by UP Offshore (Bahamas) Ltd. and Ultrapetrol (Bahamas) Limited as Facility Guarantor and Limited Guarantor, respectively.

Under the Letter, UP Offshore Apoio is to pay an up front fee equal to 1.5% of the outstanding amount, an annual commission fee fixed of 2.0% per annum on the outstanding amount and a fee equal to 1.0% on the settlement date on the settlement amount.

As Facility Guarantor, UP Offshore (Bahamas) Ltd. shall comply with certain financial covenants including: (i) an average balance of available cash in a demand deposit of not less than $5,000 during each financial year, (ii) an equity ratio of not less than 30%, (iii) a minimum equity of $75,000 and, (iv) a ratio of consolidated EBITDA to consolidated debt service of at least 1.5 (on a rolling four quarter basis, tested as of the last day of each fiscal quarter).

On March 5, 2013, BNDES confirmed their approval of the change in ownership, which occurred as a consequence of the transaction with Sparrow described in Note 1.  Considering such approval, we are in compliance with all covenants under this loan facility.

At December 31, 2012, the outstanding principal balance under this loan agreement was $15,818 and the aggregate net book value of the asset pledged was $24,500.

Loan Agreement with DVB Bank SE (DVB SE) and Banco Security of up to $40,000:

On December 9, 2010 UP Offshore (Bahamas) Ltd., as Borrower, and Glasgow Shipping Inc. and Zubia Shipping Inc. (all of these our subsidiaries in the Offshore Supply Business) and Ultrapetrol (Bahamas) Limited and Corporación de Navegación Mundial S.A., as joint and several Guarantors, entered into a senior secured term loan facility of up to $40,000 with DVB SE and Banco Security, as co-lenders, to partially finance the construction and delivery of our two PSVs being constructed in China.

The loan is drawn in two advances, each in the amount of $20,000, on the delivery of each of the respective PSVs, accrues interest at LIBOR (base rate) plus a margin of 3.0% and shall be repaid by (i) 32 equal quarterly consecutive installments of $417 each, together with a balloon payment of $ 6,667 payable concurring with the last repayment installment in December 2018.

The co-lenders, at their discretion, may replace LIBOR as base rate for the interest calculation with their cost-of-funds rate.

For the year ended December 31, 2012, the weighted average interest rate was 4.20% and the respective interest rates ranged from 4.14% to 4.26%, including margins and interest rate swaps.

The loan contains customary covenants which are similar to the stipulated covenants in previous loans entered with DVB AG. The agreements governing the facility also contain customary events of default. If an event of default occurs and is continuing, DVB SE and Banco Security may require the entire amount of the loan be immediately repaid in full.

The loan is secured by a first priority mortgage on UP Turquoise and UP Jasper, a first priority assignment of the earnings, insurances and requisition compensation of the vessels or other employment contracts exceeding 12 months.  Further, the loan agreements require that the PSVs pledged as security have an aggregate fair market value of at least 133.3% of the value of the loan during the period from the first drawdown date until the fourth anniversary thereof or at least 66.7% of the value of the loan at any time thereafter.

UP Offshore (Bahamas) Limited as Guarantor shall maintain certain financial covenants including: (i) an average balance of available cash in a demand deposit of not less than $5,000, (ii) an equity ratio of not less than 30%, (iii) a minimum equity of $75,000 and, (iv) a ratio of consolidated EBITDA to consolidated debt service of at least 1.5 (on a rolling four quarter basis, tested as of the last day of each fiscal quarter).

At December 31, 2012 the outstanding principal balance was $34,166 and the aggregate net book value of the assets pledged was $50,900.

Senior secured term loan with Natixis of up to $13,616

On January 29, 2007 Stanyan Shipping Inc. (a wholly owned subsidiary in the Ocean Business and the owner of the Alejandrina) drew down an amount of $13,616 under a loan agreement with Natixis (the "Lender") to provide post-delivery financing secured by the vessel.  The loan, which matures in February 2017, shall be repaid by equal quarterly installments of $227 with a balloon installment of $2,687 which due in February 2017.  The loan accrues interest at 6.38% per annum for the first five years of the loan and LIBOR plus 1.20% per annum thereafter.

On May 21, 2012, we prepaid $1,849 outstanding under this senior secured loan.

For the year ended December 31, 2012, the weighted average interest rate was 3.11% and the respective interest rates ranges from 1.63% to 6.38% including margins.

The loan is secured by a mortgage on the Alejandrina, a first priority assignment of the earnings, insurances and requisition compensation of the vessels, or other employment contracts exceeding 12 months and is guaranteed by Ultrapetrol (Bahamas) Limited.  The Lender may also require additional security, if at any time the fair market value of the ship becomes less than the 125% of the aggregate value of the loan.  With respect to the above and in relation to any potential loan security shortfall, the Company has been reflected $200 under current liabilities in the accompanying consolidated balance sheet as of December 31, 2012.

The loan also contains customary covenants that limit, among other things, the Borrower's and the Guarantors' ability to incur additional indebtedness, grant liens over their assets, sell assets, pay dividends, repay indebtedness, merge or consolidate, change lines of business and amend the terms of subordinated debt. The agreement governing the facility also contains customary events of default. If an event of default occurs and is continuing, Nataxis may require the entire amount of the loan be immediately repaid in full.

At December 31, 2012 the outstanding principal balance was $6,546 and the aggregate net book value of the assets pledged was $14,100.

Senior secured term loan with Nordea Bank Finland PLC (Nordea Bank) of $20,200

On November 30, 2007, Hallandale Commercial Corp. (our wholly owned subsidiary in the Ocean Business and the owner of the Amadeo) as Borrower, Ultrapetrol (Bahamas) Ltd., as Guarantor, and Tuebrook Holdings Inc. (our wholly owned subsidiary in the Ocean Business and the holding company of Hallandale Commercial Corp.), as Pledgor, entered into a $20,200 loan agreement with Nordea Bank for the purpose of providing post delivery financing of the vessel.

The loan accrues interest at LIBOR plus 1.25% per annum.

For the year ended December 31, 2012, the weighted average interest rate was 1.73% and the respective interest rates ranged from 1.67% to 1.78%, including margins.

The loan is secured by a mortgage on the Amadeo vessel a first priority assignment of the earnings, insurances and requisition compensation of the vessels, or other employment contracts exceeding 12 months and is jointly and severally irrevocably and unconditionally guaranteed by Ultrapetrol (Bahamas) Ltd.  The Lender may also require additional security, if at any time the fair market value of the ship becomes less than the 130% of the aggregate value of the loan.  The loan also contains customary covenants that limit, among other things, the Borrower's and the Guarantors' ability to incur additional indebtedness, grant liens over their assets, sell assets, pay dividends, repay indebtedness, merge or consolidate, change lines of business and amend the terms of subordinated debt.  The agreement governing the facility also contains customary events of default. If an event of default occurs and is continuing, Nordea Bank may require the entire amount of the loan be immediately repaid in full.

As Guarantor, Ultrapetrol (Bahamas) Ltd. shall maintain certain financial covenants including: (i) a ratio of financial indebtedness to tangible net worth of not greater than 2.5 to 1.0 and (ii) a EBITDA to interest expense of not less than 2.0 for the last four fiscal quarters prior to the relevant date of calculation.

On December 28, 2012 the Borrower, the Guarantor, the Pledgor and Nordea Bank amended the loan agreement. In connection with this amendment the margin was increased from 1.50% to 3.00% per annum, the change of control provisions was modified to include Sparrow into the definition, the final maturity date of the loan was changed to April 15, 2013 and Nordea Bank waived the Guarantor compliance requirement with the EBITDA to interest expense ratio until the maturity date.

The aggregate outstanding principal balance of the loan was $5,644 at December 31, 2012, and the aggregate net book value of the asset pledged was $6,430.

Loan with International Finance Corporation ("IFC") and OPEC Fund for International Development (OFID)

a)   2008 Loan facility of up to $25,000

On September 15, 2008 UABL Paraguay S.A. (our subsidiary in the River Business), as Borrower, UABL (Bahamas) Limited as Guarantor and IFC entered into a loan agreement to partially finance:  (i) the replacement of existing pushboat engines and conversion of pushboats to install such engines, (ii) the enlargement and re-bottoming of existing barges, (iii) the construction and acquisition of additional pushboats and barges and (iv) supplies and related equipment for the foregoing.

The loan shall be repaid in semi-annual installments of $1,087 for the first 9 payments and $1,902 for the last 8 payments, beginning in June 2012.  The loan accrues interest at LIBOR plus a margin which will be calculated considering a percentage ranging between 1.875% to 3.250% obtained from the Guarantor Prospective Debt Service Coverage Ratio as indicated in the agreement.

For the year ended December 31, 2012, the weighted average interest rate was 4.11% and the respective interest rates ranged from 3.94% to 4.44%, including margins and interest rate collar.

The loan is secured by a mortgage on part of our Liberian River Business fleet.  The loan agreement requires that the aggregate fair market value of the Liberian mortgaged barges and pushboats dividing by the outstanding amount of the 2008 loans facility to be 1.3 during the period between the first disbursement of the loan and November 24, 2013 (one year prior to the final maturity date of the 2014 Senior Notes) and at all time thereafter 1.6.  The loan contains various restrictive covenants, among others, that limit the Borrower's ability to declare or pay any dividend, incur capital expenditures, leases, enter into any derivative transaction, except hedging arrangements for fuel.  The Borrower shall maintain certain financial covenants including: (i) a debt to equity ratio of not more than 2.0 and (ii) a historical debt service coverage ratio of not less than 1.0 for the last four fiscal quarters prior to the relevant date of calculation.

As Guarantor, UABL (Bahamas) Limited shall maintain certain financial covenants including; (i) a consolidated debt to equity ratio of no more than 1.4, (ii) a historical debt service coverage ratio on a consolidated basis of not less than 1.3 and (iii) a consolidated current ratio of at least 1.0 for the last four fiscal quarters prior to the relevant date of calculation.

At December 31, 2012 UABL (Bahamas) Limited (as Guarantor) is in compliance with these covenants except for (ii). Consequently, on March 8, 2013 the IFC waived the compliance to meet the financial covenant described in (ii) as of December 31, 2012 and March 31, 2013.  The waiver was granted conditional upon OFID's granting of a similar waiver on or before March 15, 2013, which condition was met on March 14, 2013.  The waiver was granted conditional upon IFC's granting of a similar waiver on or before March 15, 2013, which condition was met on March 8, 2013. UABL (Bahamas) Limited expects to be in compliance with financial covenant in (ii) since June 30, 2013 and thereafter.

b)   2008 Loan facility of up to $35,000

On September 15, 2008 UABL Barges (Panama) Inc., UABL Towing Services S.A., Marine Financial Investment Corp. and Eastham Barges Inc. (all our subsidiaries in the River Business), as Borrowers, UABL (Bahamas) Limited as Guarantor and IFC entered into a loan agreement to partially finance:  (i) the replacement of existing pushboat engines and conversion of pushboats to install such engines, (ii) the enlargement and re-bottoming of existing barges, (iii) the construction and acquisition of additional pushboats and barges and (iv) supplies and related equipment for the foregoing.

The loan shall be repaid in semi-annual installments of $1,522 for the first 9 payments and $2,663 for the last 8 payments, beginning in June 2012.  The loan accrues interest at LIBOR plus a margin which will be calculated considering a percentage ranging between 1.875% to 3.250% obtained from the Guarantor Prospective Debt Service Coverage Ratio as indicated in the agreement.

For the year ended December 31, 2012, the weighted average interest rate was 4.11% and the respective interest rates ranged from 3.94% to 4.44%, including margins and interest rate collar.

The loan is secured by a mortgage on part of our Liberian River Business fleet.  The loan agreement requires that the aggregate fair market value of the Liberian mortgaged barges and pushboats dividing by the outstanding amount of the 2008 loans facility to be 1.3 during the period between the first disbursement of the loan and November 24, 2013 (one year prior to the final maturity date of the 2014 Senior Notes) and at all time thereafter 1.6.  The loan contains various restrictive covenants, among others, that limit the each Borrower's ability to declare or pay any dividend, incur capital expenditures, leases, enter into any derivative transaction, except hedging arrangements for fuel.

As Guarantor, UABL (Bahamas) Limited shall maintain certain financial covenants including; (i) a consolidated debt to equity ratio of no more than 1.4, (ii) a historical debt service coverage ratio on a consolidated basis of not less than 1.3 and (iii) a consolidated current ratio of at least 1.0.

At December 31, 2012 UABL (Bahamas) Limited (as Guarantor) is in compliance with these covenants except for (ii). Consequently, on March 8, 2013 the IFC waived the compliance to meet the financial covenant described in (ii) as of December 31, 2012 and March 31, 2013.  The waiver was granted conditional upon OFID's granting of a similar waiver on or before March 15, 2013, which condition was met on March 14, 2013.  UABL (Bahamas) Limited expects to be in compliance with financial covenant in (ii) since June 30, 2013 and thereafter.

c)   2008 Parallel Loan facility of up to $15,000

On November 28, 2008 UABL Paraguay S.A. (our subsidiary in the River Business), as Borrower, UABL (Bahamas) Limited as Guarantor and OFID entered into a loan agreement of up to $15,000 to partially finance:  (i) the replacement of existing pushboat engines and the conversion of pushboats to install such engines, (ii) the enlargement and re-bottoming of existing barges, (iii) the construction and acquisition of additional pushboats and barges and (iv) supplies and related equipment for the foregoing.

The loan shall be repaid in semi-annual installments of $652 for the first 9 payments and $1,141 for the last 8 payments, beginning in June 2012.  The loan accrues interest at LIBOR plus a margin which will be calculated considering a percentage ranging between 1.875% to 3.250% obtained from the Guarantor Prospective Debt Service Coverage Ratio.

For the year ended December 31, 2012, the weighted average interest rate was 4.11% and the respective interest rates ranged from 3.94% to 4.44%, including margins and interest rate collar.

The loan is secured by a mortgage on a portion of our Liberian River Business fleet. The loan agreement requires that the aggregate fair market value of the Liberian mortgaged barges and pushboats dividing by the outstanding amount of the 2008 loans facility to be 1.3 during the period between the first disbursement of the loan and November 24, 2013 (one year prior to the final maturity date of the 2014 Senior Notes) and at all time thereafter 1.6.  The loan contains various restrictive covenants, among others, that limit the Borrower's ability to declare or pay any dividend, incur capital expenditures, leases, enter into any derivative transaction, except hedging arrangements for fuel.  The Borrower shall maintain certain financial covenants including: (i) a debt to equity ratio of not more than 2.0 and (ii) a historical debt service coverage ratio of not less than 1.0.

As Guarantor, UABL (Bahamas) Limited shall maintain certain financial covenants including; (i) a consolidated debt to equity ratio of no more than 1.4, (ii) a historical debt service coverage ratio on a consolidated basis of not less than 1.3 and (iii) a consolidated current ratio of at least 1.0.

At December 31, 2012 UABL (Bahamas) Limited (as Guarantor) is in compliance with these covenants except for (ii). Consequently, on March 14, 2013 the OFID waived the compliance to meet the financial covenant described in (ii) as of December 31, 2012 and March 31, 2013.  UABL (Bahamas) Limited expects to be in compliance with financial covenant in (ii) since June 30, 2013 and thereafter.

d)   2011 Loan facility of up to $15,000

On December 2, 2011 UABL Paraguay S.A. and Riverpar S.A. (our subsidiaries in the River Business), as joint and several Borrowers, UABL (Bahamas) Limited as Guarantor and IFC entered into a loan agreement to partially finance: (i) the construction and acquisition of 64 additional barges, (ii) the modification to 9 existing pushboats necessary to replace their engines, (iii) the re-bottoming of 50 existing barges, and (iv) the construction and acquisition of additional pushboats and ancillary equipment.

The loan shall be repaid in semi-annual installments of $882 beginning on June 15, 2013 and ending on June 15, 2021. The loan accrues interest at LIBOR plus a margin of 3.65% per annum.

For the year ended December 31, 2012, the weighted average interest rate was 4.32%, and the respective interest rates ranges from 4.16% to 4.42% including margins.

The loan is secured by a mortgage principally on part of our Paraguayan and Liberian River Business fleet.  The loan agreement requires that the aggregate fair market value of the Paraguayan and others mortgaged barges and pushboats dividing by the outstanding amount of the 2011 loans facility to be at any time prior to the refinancing of the 2014 Senior Notes not less than 3.0 and at any time thereafter, not less than 1.6. Further, the loan agreement requires that the aggregate fair market value of the Liberian mortgaged barges and pushboats dividing by the outstanding amount of the 2011 loans facility to be at all times equal to or higher than 3.0.

The loan contains various restrictive covenants, among others, that limit the Borrowers' ability to incur additional indebtedness, grant liens over their assets, sell assets, pay dividends, repay indebtedness, incur capital expenditures, leases and enter into any derivative transaction, except hedging agreements for fuel, interest rate or foreign currency in the ordinary course of business. The Borrowers shall maintain certain financial covenants including: (i) a debt to equity ratio on a consolidated basis of not more than 2.0 and (ii) a historical debt service coverage ratio on a consolidated basis of not less than 1.2 for the last four fiscal quarters prior to the relevant date of calculation.

At December 31, 2012 UABL (Bahamas) Limited (as Guarantor) is in compliance with these covenants except for (ii).  Consequently, on March 8, 2013 the IFC waived the compliance to meet the financial convenant described in (ii) as of December 31, 2012 and March 31, 2013.  The waiver was granted conditional upon OFID's granting of a similar waiver on or before March 15, 2013, which condition was met on March 14, 2013.  UABL (Bahamas) Limited expects to be in compliance with financial covenant in (ii) since June 30, 2013 and thereafter.

e)   2011 Parallel Loan facility of up to $10,000

On December 15, 2011 UABL Paraguay S.A. and Riverpar S.A. (our subsidiaries in the River Business), as joint and several Borrowers, UABL (Bahamas) Limited as Guarantor and OFID entered into a parallel loan agreements to partially finance: (i) the construction and acquisition of 64 additional barges, (ii) the modification to 9 existing pushboats necessary to replace their engines, (iii) the re-bottoming of 50 existing barges, and (iv) the construction and acquisition of additional pushboats and ancillary equipment.

The loan shall be repaid in semi-annual installments of $588 beginning on June 15, 2013 and ending on June 15, 2021. The loan accrues interest at LIBOR plus a margin of 3.65% per annum.

The loan is secured through a collateral sharing agreement with the IFC. The loan agreement requires that the aggregate fair market value of the Paraguayan and others mortgaged barges and pushboats dividing by the outstanding amount of the 2011 loans facility to be at any time prior to the refinancing of the 2014 Senior Notes not less than 3.0 and at any time thereafter, not less than 1.6. Further, the loan agreement requires that the aggregate fair market value of the Liberian mortgaged barges and pushboats dividing by the outstanding amount of the 2011 loans facility to be at all times equal to or higher than 3.0.

For the year ended December 31, 2012, the weighted average interest rate was 4.32% and the respective interest rates ranged from 4.16% to 4.42%, including margins.

The loan contains various restrictive covenants, among others, that limit the Borrowers' ability to incur additional indebtedness, grant liens over their assets, sell assets, pay dividends, repay indebtedness, incur capital expenditures, leases and enter into any derivative transaction, except hedging agreements for fuel, interest rate or foreign currency in the ordinary course of business. The Borrowers shall maintain certain financial covenants including: (i) a debt to equity ratio on a consolidated basis of not more than 2.0 and (ii) a historical debt service coverage ratio on a consolidated basis of not less than 1.2 for the last four fiscal quarters prior to the relevant date of calculation.

The agreements governing the facilities also contain customary events of default. If an event of default occurs and is continuing, IFC and OFID may require the entire amount of the loan be immediately repaid in full.

At December 31, 2012 UABL (Bahamas) Limited (as Guarantor) is in compliance with these covenants except for (ii). Consequently, on March 14, 2013 the OFID waived the compliance to meet the financial covenant described in (ii) as of December 31, 2012 and March 31, 2013. The waiver was granted conditional upon IFC's granting of a similar waiver on or before March 15, 2013, which condition was met on March 8, 2013. UABL (Bahamas) Limited expects to be in compliance with financial covenant in (ii) since June 30, 2013 and thereafter.

On January 26, 2012 the Company drew down $10,000 under the 2011 Parallel Loan facility.

At December 31, 2012, the aggregate outstanding principal balance under 2008 and 2011 loan agreements with OFID and IFC was $93,478 and the aggregate net book value of the assets pledged was $113,000.

XML

Document and Entity Information	6 Months Ended	12 Months Ended
	Jun. 30, 2013	Dec. 31, 2012
Document and Entity Information [Abstract]
Entity Registrant Name	ULTRAPETROL BAHAMAS LTD	ULTRAPETROL BAHAMAS LTD
Entity Central Index Key	0001062781	0001062781
Current Fiscal Year End Date	--12-31	--12-31
Entity Well-known Seasoned Issuer	No	No
Entity Voluntary Filers	No	No
Entity Current Reporting Status	Yes	Yes
Entity Filer Category	Accelerated Filer	Accelerated Filer
Document Fiscal Year Focus	2013	2012
Document Fiscal Period Focus	Q2	FY
Document Type	F-4/A	F-4/A
Amendment Flag	false	false
Document Period End Date	Jun. 30, 2013	Dec. 31, 2012

XML

SIGNIFICANT ACCOUNTING POLICIES (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended							12 Months Ended
	Dec. 31, 2012		Dec. 31, 2011		Dec. 31, 2010		Jun. 30, 2013	Dec. 31, 2012 Accounts Receivable [Member] Ultrapetrol Ocean and Offshore Supply Business [Member]	Dec. 31, 2011 Accounts Receivable [Member] Ultrapetrol Ocean and Offshore Supply Business [Member]	Dec. 31, 2011 Accounts Receivable [Member] Ultrapetrol River Business [Member]	Dec. 31, 2012 Puertos del Sur S.A. [Member]	Dec. 31, 2011 Puertos del Sur S.A. [Member]	Dec. 31, 2010 Puertos del Sur S.A. [Member]	Dec. 31, 2012 Obras Terminales y Servicios S.A. [Member]	Aug. 16, 2009 Obras Terminales y Servicios S.A. [Member]	Dec. 31, 2012 Maritima Sipsa S.A. [Member]
Schedule of Equity Method Investments [Line Items]
Equity method ownership percentage (in hundredths)	50.00%						50.00%				50.00%	50.00%	50.00%	50.00%	50.00%	49.00%
Revenues and Related Expenses [Abstract]
Construction Period	30 days
Cash and Cash Equivalents [Abstract]
Maximum number of months of maturity of highly liquid investments to be considered as cash equivalents	3 months
Accounts Receivable [Line Items]
Concentration risk, percentage (in hundredths)								27.00%	24.00%	17.00%
Allowance for Doubtful Accounts Receivable [Roll Forward]
Balance at January 1	$ 841		$ 555		$ 411
Provision	1,559		598		377
Recovery	(293)		0		(18)
Amounts written off	(191)	[1]	(312)	[1]	(215)	[1]
Balance at December 31	1,916		841		555
Insurance Claims Receivable [Abstract]
Insurance claims receivable	$ 6,017		$ 4,531

[1] Accounts charged to the allowance when collection efforts cease

XML

COMMITMENTS AND CONTINGENCIES - 10Q

6 Months Ended

12 Months Ended

Jun. 30, 2013

Dec. 31, 2012

COMMITMENTS AND CONTINGENCIES [Abstract]

COMMITMENTS AND CONTINGENCIES

6. COMMITMENTS AND CONTINGENCIES

The Company is subject to legal proceedings, claims and contingencies arising in the ordinary course of business. When such amounts can be estimated and the contingency is probable, management accrues the corresponding liability. While the ultimate outcome of lawsuits or other proceedings against the Company cannot be predicted with certainty, management does not believe the costs of such actions will have a material effect on the Company´s consolidated financial position or results of operations.

a) Claims in Paraguay

UABL – Ciudad del Este Customs Authority

On September 21, 2005 the local Customs Authority of Ciudad del Este, Paraguay issued a finding that certain UABL entities owe taxes to that authority in the amount of $2,200, together with a fine for non-payment of the taxes in the same amount, in respect of certain operations of our River Business for the prior three-year period. This matter was referred to the Central Customs Authority of Paraguay.

After review of the entire case the Paraguayan Central Tax Authorities who have jurisdiction over the matter have confirmed the Company has no liability in respect of two of the three matters at issue, while they held a dissenting view on the third issue. Through a Resolution which was notified to UABL on October 13, 2006 the Paraguayan Undersecretary for Taxation has confirmed that, in his opinion, the Company is liable for a total of approximately $500 and has applied a fine of 100% of this amount. On November 24, 2006, the court confirmed that UABL were not liable for the first two issues. The Company has entered a plea with the respective court contending the interpretation on the third issue under consideration where the Company claims to be equally non-liable.

On March 26, 2009, the Tax and Administrative Court decided that UABL was not liable for the third issue under discussion (the tax base used by UABL's entities to calculate the applicable withholding tax). On April 2, 2009, the Paraguayan Tax Authorities appealed the Tax and Administrative Court's decision. On September 22, 2010 the Paraguayan Supreme Court revoked the March 26, 2009, ruling of the Tax and Administrative Court and confirmed the decision of the Paraguayan Undersecretary for Taxation.

For the year ended December 31, 2010 the Company recorded a charge totaling $1,294 for the full and final settlement of this claim.

In parallel with this ruling the Office of the Treasury Attorney initiated an action in respect of the other two issues concerned in this litigation (which had been terminated on November 24, 2006, with the admission of Central Tax Authorities that no taxes were due for these two issues and the consequent dropping of the action by the plaintiffs) to review certain formal aspects of the case on the grounds that the Paraguay Customs Department did not represent the interests of Paraguay. UABL submitted a defense in relation to the action commenced by the Office of the Treasury Attorney. Subsequently, the Office of the Treasury Attorney filed a response with regard to our defense. The evidentiary stage of the proceedings has concluded and a decision of the Court is pending. Aside from the mentioned procedures, the Customs Authorities of Paraguay have reopened the proceedings against UABL S.A., UABL Paraguay S.A. and Yataity S.A. in connection with the possible reopening of the case pending a decision of the reopening of the case in court. Counsel notified the Customs to hold the proceedings until such decision of the court is received and also contest any new investigation into the matter on the grounds that the action is time barred. In one of those reopened proceedings the Customs Authorities of Paraguay made a wrong determination of the taxes owe and fines and upon UABL's request through the submission of a remedy such customs authorities issued a final resolution on August 8, 2012 with a revised adjustment, where they found UABL S.A., UABL Paraguay S.A. and Yataity S.A. liable to pay approximately $400 subject to a fine of 100% of that amount. Having ended the administrative proceedings, on August 10, 2012 UABL commenced judicial proceedings to obtain a court judgment to rule off the erroneous decision of the Customs Authorities based on the fact the sum of $400 was duly paid and that no fine should then be imposed. We have been advised by UABL's counsel in the case that there is only a remote possibility that the Paraguayan Courts would find UABL liable for any of these taxes or fines still in dispute or that the final outcome of these proceedings could have a material adverse impact on the consolidated financial position or results of operations of the Company.

UABL Paraguay S.A. - Paraguayan Customs Asunción

On April 7, 2009, the Paraguayan Customs in Asunción commenced administrative proceedings against UABL Paraguay S.A. alleging infringement of Customs regulations (smuggling) due to lack of submission of import clearance documents in Paraguay for some bunkers purchased between January 9, 2007 and December 23, 2008 from YPF S.A. in Argentina. Since those bunkers were purchased for consumption on board pushboats, UABL Paraguay S.A. submitted a defense on April 23, 2009, requesting the closing of those proceedings based on the non-infringement of Customs regulations; however the proceedings were not closed. On August 21, 2009, as part of the evidence to be rendered in the Customs proceedings UABL Paraguay S.A. submitted a technical report of the Paraguayan Coast Guard stating that all parcels of bunkers purchased by UABL Paraguay S.A. from YPF S.A. were consumed onboard the push boats. We were advised that the Paraguayan Customs in Ciudad del Este also commenced administrative proceedings against UABL Paraguay S.A. for the same reasons as the Customs in Asuncion; however those proceedings have been suspended. Customs Authorities appraised the bunkers and determined the corresponding import tax and fine to be $2,000. On March 22, 2010 the Customs in Asuncion issued their ruling on the matter imposing a fine of Gs. 54.723.820 (approximately $12), and UABL Paraguay S.A. will be paying the fine with the aim to end these proceedings. In parallel with this ruling the denouncing parties in Ciudad del Este submitted remedies against the decision of Customs in Asuncion arguing that such ruling was taken without bringing both dossiers together. Our legal counsel has recently advised that the Director of Customs in Asuncion decided to render null the ruling dated March 22, 2010 and ordered evidence to be filed in respect of years 2003 to 2006 before issuing the final ruling.

In a similar manner, on September 20, 2010 the Paraguayan Customs in Asuncion received a complaint against UABL Paraguay S.A. alleging infringement of Customs regulations due to lack of submission of import clearance documents in Paraguay for bunkers purchased during 2009 and 2010, from YPF S.A. in Argentina. UABL Paraguay S.A. submitted its defense together with all documents related to the bunker purchases.

Our legal counsel is of the opinion that remedies will be rejected and therefore that there is only a remote possibility that UABL Paraguay S.A. will finally be found liable for any such taxes or fines and / or that these proceedings will have financial material adverse impact on the consolidated financial position or results of operations of the Company.

Oceanpar S.A. and UABL Paraguay S.A. - Customs investigation in connection with reimportation of barges subject to conversion

Oceanpar S.A. was notified of this investigation on June 17, 2011. The matter under investigation is whether UABL Paraguay S.A. paid all import taxes and duties corresponding to the reimportation of barges submitted to conversion in foreign yards. On June 24, 2011 Oceanpar S.A. and UABL Paraguay S.A. submitted the evidence of all payments effected in 2008 corresponding to the reimportation of these barges. The evidentiary stage of the proceedings was concluded and the Customs issued its ruling on the matter imposing a fine of Gs. 2.791.514.822 (approximately $605). Oceanpar S.A. and UABL Paraguay S.A. made an administrative submission asking for a reconsideration of the decision, which was rejected on June 18, 2013. On July 18, 2013, Oceanpar S.A. and UABL Paraguay S.A. commenced judicial proceedings in order to appeal the said decisions. Our local counsel has advised that there is only a remote possibility that these proceedings will have a material adverse impact on our consolidated financial position or results of operations of the Company.

UABL Paraguay S.A. - Paraguayan Tax Authority

On December 15, 2011, as a result of a previous investigation, the Paraguayan Tax Authorities gave notice that UABL Paraguay S.A. would have improperly used some fiscal credit and suggested some rectifications to be made. The aforementioned tax authorities also informed that UABL Paraguay S.A. may owe taxes due to differences in the rate applied to certain fiscal remittance incomes related to the operation of some barges under leasing. We believe that this finding is erroneous and UABL Paraguay S.A. commenced administrative proceedings on December 23, 2011, in order to refute the said findings and formally replied to all of the allegations upon which the finding was made. A decision of the administrative authorities is now pending. The potential amount in dispute has not been calculated yet but it should not exceed approximately $3,000. The proceedings are purely administrative at this point and if the tax authorities should decide to insist with their opinion the Company intends to contest the same in a judicial court. Our local counsel has advised that there is only a remote chance that these proceedings, when ultimately resolved by a judicial court, will have a material adverse impact on our consolidated financial position or results of operations of the Company.

Obras Terminales y Servicios S.A. - Judicial Administration

On August 16, 2009, Mrs. Maria L. Rodriguez-Mendieta (hereinafter the "Plaintiff") commenced legal proceedings in Ciudad del Este, Paraguay against Obras Terminales y Servicios S.A. (hereinafter "OTS"), UABL Terminals (Paraguay) S.A., a Company in which we indirectly own fifty percent and which own a terminal that we operate under a lease in our River Business, certain directors and representatives in our River Business, and some of Mr.Abadie's successors and assigns. The Plaintiff alleges to be the holder of 50% of the capital stock of OTS that belongs to the Abadie family. OTS is the Company's 50% subsidiary that owns Tres Fronteras terminal. On August 21, 2009, the competent court granted an injunction to intervene OTS by appointing a Judicial Manager who replaced OTS' board of directors, while the appeal of this injunction is still pending such a court decision continues in effect. The Plaintiff is arguing that an extraordinary shareholders meeting of OTS held in 2005 resolved to increase the capital stock and consequently the whole of OTS' shares certificates were substituted prejudicing her rights since her shares certificates were neither cancelled nor substituted by new certificates. The Plaintiff is requesting the Paraguayan court: a) to recognize her capacity of shareholder of OTS in substitution of the Abadie family; b) payment of dividends; c) nullity of some legal acts; and d) removal of OTS' managers. All defendants have submitted their defenses before the competent court, however due to several motions and preceding exceptions, the evidence stage has not been reached yet. We have been advised by local counsel that if the Plaintiff succeeds in her plead, it will only affect the Abadie family without causing any financial material adverse effect on the remaining 50% capital stock of OTS that belongs to UABL Terminals (Paraguay) S.A.

b) Tax claim in Bolivia

On November 3, 2006 and April 25, 2007, the Bolivian Tax Authority ("Departamento de Inteligencia Fiscal de la Gerencia Nacional de Fiscalización") issued a notice in the Bolivian press advising that UABL International S.A. would owe taxes to that authority. On June 18, 2007, legal counsel in Bolivia submitted points of defense to the Bolivian tax authorities.

On August 27, 2007 the Bolivian tax authorities gave notice of a resolution determining the taxes (value added tax, transaction tax and income tax) that UABL International S.A. would owe to them in the amount of approximately $5,800 (including interest and fines). On October 10, 2007, legal counsel in Bolivia gave notice to the Bolivian tax authorities of the lawsuit commenced by UABL International S.A. to refute the resolution above mentioned.

On August 1, 2008, UABL International S.A. was served with a notice informing that the Bolivian Tax Authorities had replied to the lawsuit started by us. On August 22, 2008 a hearing and judicial inspection took place at Puerto Quijano, Bolivia. On August 30, 2008 both parties submitted their arguments to the judge, completing this part of the case. On August 12, 2009, UABL International S.A. was served with the judgment of the Bolivian court deciding in favor of the Bolivian tax authorities. On August 22, 2009, UABL International S.A. submitted an appeal to the lower court judgment to which Bolivian tax authorities have contested. The Court of appeal confirmed the judgment of the Lower Court. UABL International S.A. has submitted a cassation appeal (an appeal on points of law) before the Bolivian Supreme Court, who after we ceased to be the owner of UABL International S.A. we understand confirmed the judgment of the Lower Court.

On June 26, 2008, the same Bolivian court ordered a preemptive embargo against all barges owned by UABL International S.A. that may be registered in the International Bolivian Registry of Ships, or RIBB. According to Company's local counsel this preemptive embargo under Bolivian law has no effect over the right to use its assets nor does it have any implication over the final decision of the court, the substance of the matter and in this case it is ineffective since UABL International S.A. did not have any assets owned by it registered in the RIBB. The shares of UABL International S.A. have ceased to belong to our Company and we have been advised by legal counsel that there is only a remote possibility that we would finally be found liable for any of these taxes or fines and / or that these proceedings will have financial material adverse impact on the consolidated financial position or results of operations of the Company.

c) Ultrapetrol S.A. – Argentine Secretary of Industry and Argentine Customs Office

On June 24, 2009, Ultrapetrol S.A. (hereinafter "UPSA") requested to the Argentine Secretary of Industry, an authorization to re-export some unused steel plates that had been temporarily imported for industrialized conversion by means of vessels repairs. The total weight of those steel plates was 473 tons and their import value was approximately $370. The request of UPSA to the Secretary of Industry was based on the cancellations made by some related shipping companies that had formerly requested repair services for their vessels. Such repairs cancellations prevented UPSA to conduct the industrialized conversion of the above referred steel plates. On August 7, 2009, since UPSA commenced negotiations with two shipping companies for repairing some of their vessels, a time extension was requested to the Argentine Secretary of Industry, and alternatively it was also requested to grant the previously requested authorization to re-export the steel plates without industrialized conversion. On January 21, 2010, the competent authority rejected the time extension request and did not resolve the alternative authorization request. On February 25, 2010, UPSA made an administrative submission asking for a reconsideration of the decision, which was rejected on April 27, 2010. On November 4, 2011, UPSA submitted an administrative appeal before the Ministry of Industry, and its decision is still pending. In the event that steel plates cannot be exported, payable import duties and Customs' charges would amount to approximately $900, however in case of payment UPSA would have offsetting-tax credits amounting to approximately $300. We have been advised by local counsel that there is a positive prospect of obtaining the requested authorization for re-exporting the steel plates and we don't expect the resolution of these administrative proceedings to have a material adverse impact on the consolidated financial position or results of operations of the Company.

8.   COMMITMENTS AND CONTINGENCIES (to be update)

The Company is subject to legal proceedings, claims and contingencies arising in the ordinary course of business. When such amounts can be estimated and the contingency is probable, management accrues the corresponding liability.  While the ultimate outcome of lawsuits or other proceedings against the Company cannot be predicted with certainty, management does not believe the costs of such actions will have a material effect on the Company´s consolidated financial position or results of operations.

a)   Claims in Paraguay

UABL – Ciudad del Este Customs Authority

On September 21, 2005 the local Customs Authority of Ciudad del Este, Paraguay issued a finding that certain UABL entities owe taxes to that authority in the amount of $2,200, together with a fine for non-payment of the taxes in the same amount, in respect of certain operations of our River Business for the prior three-year period.  This matter was referred to the Central Customs Authority of Paraguay.

After review of the entire case the Paraguayan Central Tax Authorities who have jurisdiction over the matter have confirmed the Company has no liability in respect of two of the three matters at issue, while they held a dissenting view on the third issue.  Through a Resolution which was notified to UABL on October 13, 2006 the Paraguayan Undersecretary for Taxation has confirmed that, in his opinion, the Company is liable for a total of approximately $500 and has applied a fine of 100% of this amount.  On November 24, 2006, the court confirmed that UABL were not liable for the first two issues.  The Company has entered a plea with the respective court contending the interpretation on the third issue under consideration where the Company claims to be equally non-liable.

On March 26, 2009, the Tax and Administrative Court decided that UABL was not liable for the third issue under discussion (the tax base used by UABL's entities to calculate the applicable withholding tax). On April 2, 2009, the Paraguayan Tax Authorities appealed the Tax and Administrative Court decision. On September 22, 2010 the Paraguayan Supreme Court revoked the March 26, 2009, ruling of the Tax and Administrative Court and confirmed the decision of the Paraguayan Undersecretary for Taxation.

For the year ended December 31, 2010 the Company recorded a charge totaling $1,294 for the full and final settlement of this claim.

In parallel with this ruling the Office of the Treasury Attorney has initiated an action in respect of the other two issues concerned in this litigation (which had been terminated on November 24, 2006, with the admission of Central Tax Authorities that no taxes were due for these two issues and the consequent dropping of the action by the plaintiffs) to review certain formal aspects of the case on the grounds that the Paraguay Customs Department did not represent the interests of Paraguay. UABL has submitted a defense in relation to the action commenced by the Office of the Treasury Attorney. Subsequently, the Office of the Treasury Attorney filed a response with regard to our defense. The evidentiary stage of the proceedings has concluded and a decision of the court is pending. Aside from the mentioned procedures, the Customs Authorities of Paraguay have reopened the proceedings against UABL S.A., UABL Paraguay S.A. and Yataity S.A. in connection with the possible reopening of the case pending a decision of the reopening of the case in court.  Counsel notified the Customs to hold the proceedings pending a decision of the court and also contest any new investigation into the matter on the grounds that the action is time barred. In one of those proceedings the customs authorities of Paraguay made a wrong determination of the taxes owe and fines and upon UABL's request through the submission of a remedy such customs authorities issued a final resolution on August 8, 2012 with a revised adjustment, where they found UABL S.A., UABL Paraguay S.A. and Yataity S.A. liable to pay approximately $400 subject to a fine of 100% of that amount.  Having ended the administrative proceedings, on August 10, 2012 UABL commenced judicial proceedings to obtain a court judgment to rule off the erroneous decision of the customs authorities based on the fact a court judgment to rule off the erroneous decision of the customs authorities based on the fact the sum of $400 was duly paid and that no fine should then be imposed. We have been advised by UABL's counsel in the case that there is only a remote possibility that a judicial court would find UABL liable for any of these taxes or fines still in dispute or that the final outcome of these proceedings could have a material adverse impact on the consolidated financial position or results of operations of the Company.

UABL Paraguay S.A. -  Paraguayan Customs Asunción

On April 7, 2009, the Paraguayan Customs in Asunción commenced administrative proceedings against UABL Paraguay S.A. alleging infringement of Customs regulations (smuggling) due to lack of submission of import clearance documents in Paraguay for some bunkers purchased between January 9, 2007 and December 23, 2008 from YPF-Repsol S.A. in Argentina.  Since those bunkers were purchased for consumption on board pushboats, UABL Paraguay S.A. submitted a defense on April 23, 2009, requesting the closing of those proceedings based on the non-infringement of Customs regulations; however the proceedings were not closed. On August 21, 2009, as part of the evidence to be rendered in the Customs proceedings UABL Paraguay S.A. submitted a technical report of the Paraguayan Coast Guard stating that all parcels of bunkers purchased by UABL Paraguay S.A. from YPF-Repsol S.A. were consumed onboard the push boats. We were advised that the Paraguayan Customs in Ciudad del Este also commenced administrative proceedings against UABL Paraguay S.A. for the same reasons as the Customs in Asuncion; however those proceedings have been suspended. Customs Authorities appraised the bunkers and determined the corresponding import tax and fine to be $2,000. On March 22, 2010 the Customs in Asuncion issued their ruling on the matter imposing a fine of Gs. 54.723.820 (approximately $12), and UABL Paraguay S.A. will be paying the fine with the aim to end these proceedings. In parallel with this ruling the denouncing parties in Ciudad del Este submitted remedies against the decision of Customs in Asuncion arguing that such ruling was taken without bringing both dossiers together. Our legal counsel has recently advised that the Director of Customs in Asuncion decided to render null the ruling dated March 22, 2010 and ordered evidence to be filed in respect of years 2003 to 2006 before issuing the final ruling. In a similar manner, on September 20, 2010 the Paraguayan Customs in Asuncion received a complaint against UABL Paraguay S.A. alleging infringement of Customs regulations due to lack of submission of import clearance documents in Paraguay for bunkers purchased during 2009 and 2010, from YPF-Repsol S.A. in Argentina.  UABL Paraguay S.A. submitted its defense together with all documents related to the bunker purchases.

Our legal counsel is of the opinion that remedies will be rejected and therefore that there is only a remote possibility that UABL Paraguay S.A. will finally be found liable for any such taxes or fines and / or that these proceedings will have financial material adverse impact on the consolidated financial position or results of operations of the Company.

Oceanpar S.A. and UABL Paraguay S.A. - Customs investigation in connection with reimportation of barges subject to conversion

Oceanpar S.A. was notified of this investigation on June 17, 2011. The matter under investigation is whether UABL Paraguay S.A. paid all import taxes and duties corresponding to the reimportation of barges submitted to conversion in foreign yards. On June 24, 2011 Oceanpar S.A. and UABL Paraguay S.A. submitted the evidence of all payments effected in 2008 corresponding to the reimportation of these barges. Our Counsel has advised that there is only a remote possibility that these proceedings will have a material adverse impact on our consolidated financial position or results of operations of the Company.

UABL Paraguay S.A. - Paraguayan Tax Authority

On December 15, 2011, as a result of a previous investigation, the Paraguayan Tax Authorities gave notice that UABL Paraguay S.A. would have improperly used some fiscal credit and suggested some rectifications to be made. The aforementioned tax authorities also informed that UABL Paraguay S.A. may owe taxes due to differences in the rate applied to certain fiscal remittance incomes related to the operation of some barges under leasing. We believe that this finding is erroneous and UABL Paraguay S.A. commenced administrative proceedings on December 23, 2011, in order to refute the said findings and formally replied to all of the allegations upon which the finding was made. A decision of the administrative authorities is now pending.  The potential amount in dispute has not been calculated yet but it should not exceed approximately $3,000. The proceedings are purely administrative at this point and if the tax authorities should decide to insist with their opinion the Company intends to contest the same in a judicial court. Our local counsel has advised that there is only a remote chance that these proceedings, when ultimately resolved by a judicial court, will have a material adverse impact on our consolidated financial position or results of operations of the Company.

Obras Terminales y Servicios S.A. - Judicial Administration

On August 16, 2009, Mrs. Maria L. Rodriguez-Mendieta (hereinafter the "Plaintiff") commenced legal proceedings in Ciudad del Este, Paraguay against Obras Terminales y Servicios S.A. (hereinafter "OTS"), UABL Terminals (Paraguay) S.A., our subsidiary on the River Business, certain directors and representatives in our River Business, and some of Mr.Abadie's successors and assigns. The Plaintiff was the concubine of Mr. Benito "Tito" Abadie who died after some years of illness on October 21, 2010. The Plaintiff alleges to be the holder of 50% of the capital stock of OTS that belongs to the Abadie family. OTS is the Company's 50% subsidiary that owns Tres Fronteras terminal. On August 21, 2009, the competent court granted an injunction to intervene OTS by appointing a Judicial Manager who replaced OTS' board of directors, while the appeal of this injunction is still pending such a court decision continues in effect. The Plaintiff is arguing that an extraordinary shareholders meeting of OTS held in 2005 resolved to increase the capital stock and consequently the whole of OTS' shares certificates were substituted prejudicing her rights since her shares certificates were neither cancelled nor substituted by new certificates. The Plaintiff is requesting the Paraguayan court: a) to recognize her capacity of shareholder of OTS in substitution of the Abadie family; b) payment of dividends; c) nullity of some legal acts; and d) removal of OTS' managers. All defendants have submitted their defenses before the competent court, however due to several motions and preceding exceptions, the evidence stage has not been reached yet. We have been advised by local counsel that if the Plaintiff succeeds in her plead, it will only affect the Abadie family without causing any financial material adverse effect on the remaining 50% capital stock of OTS that belongs to UABL Terminals (Paraguay) S.A.

b)   Tax claim in Bolivia

On November 3, 2006 and April 25, 2007, the Bolivian Tax Authority ("Departamento de Inteligencia Fiscal de la Gerencia Nacional de Fiscalización") issued a notice in the Bolivian press advising that UABL International S.A. would owe taxes to that authority. On June 18, 2007, legal counsel in Bolivia submitted points of defense to the Bolivian tax authorities.

On August 27, 2007 the Bolivian tax authorities gave notice of a resolution determining the taxes (value added tax, transaction tax and income tax) that UABL International S.A. would owe to them in the amount of approximately $5,800 (including interest and fines). On October 10, 2007, legal counsel in Bolivia gave notice to the Bolivian tax authorities of the lawsuit commenced by UABL International S.A. to refute the resolution above mentioned.

On August 1, 2008, UABL International S.A. was served with a notice informing that the Bolivian Tax Authorities had replied to the lawsuit started by us. On August 22, 2008 a hearing and judicial inspection took place at Puerto Quijano, Bolivia. On August 30, 2008 both parties submitted their arguments to the judge, completing this part of the case.  On August 12, 2009, UABL International S.A. was served with a judgment of a Bolivian court ruling on certain taxes allegedly due by UABL International S.A. On August 22, 2009, UABL International S.A. submitted an appeal to the lower court judgment to which Bolivian tax authorities have contested.  The Court of appeal confirmed the judgment of the Lower Court.  UABL International S.A. has submitted a cassation appeal (an appeal on points of law) which is currently pending before the Bolivian Supreme Court.

On June 26, 2008, the same Bolivian court ordered a preemptive embargo against all barges owned by UABL International S.A. that may be registered in the International Bolivian Registry of Ships, or RIBB. According to Company's local counsel this preemptive embargo under Bolivian law has no effect over the Company's right to use its assets nor does it have any implication over the final decision of the court, the substance of the matter and in this case it is ineffective since UABL International S.A. did not have any assets owned by it registered in the RIBB. Moreover, UABL International S.A. had challenged the judge's decision to place the embargo.  On November 15, 2008, the lower court reconfirmed the embargo. UABL International S.A. appealed the decision of the lower court, which was later reconfirmed by a higher court. The shares of UABL International S.A. have ceased to belong to our Company and we have been advised by legal counsel that there is only a remote possibility that we would finally be found liable for any of these taxes or fines and / or that these proceedings will have financial material adverse impact on the consolidated financial position or results of operations of the Company.

June 26, 2008, the same Bolivian court ordered a preemptive embargo against all barges owned by UABL International S.A. that may be registered in the International Bolivian Registry of Ships, or RIBB. According to Company's local counsel this preemptive embargo under Bolivian law has no effect over the Company's right to use its assets nor does it have any implication over the final decision of the court, the substance of the matter and in this case it is ineffective since UABL International S.A. did not have any assets owned by it registered in the RIBB. Moreover, UABL International S.A. had challenged the judge's decision to place the embargo. On November 15, 2008, the lower court reconfirmed the embargo. UABL International S.A. appealed the decision of the lower court, which was later reconfirmed by a higher court. The shares of UABL International S.A. have ceased to belong to our Company and we have been advised by legal counsel that there is only a remote possibility that we would finally be found liable for any of these taxes or fines and / or that these proceedings will have financial material adverse impact on the consolidated financial position or results of operations of the Company.

c)   Ultrapetrol S.A. – Argentine Secretary of Industry and Argentine Customs Office

On June 24, 2009, Ultrapetrol S.A. (hereinafter "UPSA") requested to the Argentine Secretary of Industry, an authorization to re-export some unused steel plates that had been temporarily imported for industrialized conversion by means of vessels repairs. The total weight of those steel plates was 473 tons and their import value was approximately $370. The request of UPSA to the Secretary of Industry was based on the cancellations made by some related shipping companies that had formerly requested repair services for their vessels. Such repairs cancellations prevented UPSA to conduct the industrialized conversion of the above referred steel plates. On August 7, 2009, since UPSA commenced negotiations with two shipping companies for repairing some of their vessels, a time extension was requested to the Argentine Secretary of Industry, and alternatively it was also requested to grant the previously requested authorization to re-export the steel plates without industrialized conversion. On January 21, 2010, the competent authority rejected the time extension request and did not resolve the alternative authorization request. On February 25, 2010, UPSA made an administrative submission asking for a reconsideration of the decision, which was rejected on April 27, 2010. On November 4, 2011, UPSA submitted an administrative appeal before the Ministry of Industry, and its decision is still pending. In the event that steel plates cannot be exported, payable import duties and Customs' charges would amount to approximately $900, however in case of payment UPSA would have offsetting-tax credits amounting to approximately $300. We have been advised by local counsel that there is a positive prospect of obtaining the requested authorization for re-exporting the steel plates and we don't expect the resolution of these administrative proceedings to have a material adverse impact on the consolidated financial position or results of operations of the Company.

d)   Indemnification to Sparrow under the investment agreement

The investment agreement entered into with Sparrow described in Note 1 provides for our responsibility for certain liabilities related to our business. We provide indemnification in favor of Sparrow for certain matters, including labor matters, taxes, litigations, compliance with laws, environmental matters, insurances, vessels, among others as of December 12, 2012, the date of the closing of the investment agreement. These indemnification obligations will generally expire sixteen months after the closing date or six years after the closing date in the case of certain tax matters, and with certain indemnification obligations surviving indefinitely.

The Company shall not be liable for indemnity obligations unless and until the aggregate amount of indemnifiable losses equals or exceeds $10,000 with a deductible in the amount of $4,400, subject to certain exceptions. The maximum amount of indemnifiable losses which may be recovered from the Company shall not exceed $28,600 subject to certain exceptions.

e)   Lease obligations

Rental expense under continuing obligations for the three years ended December 31, 2012 was $849, $1,119 and $1,048, respectively. At December 31, 2012, obligations under the companies' operating leases for office spaces and a ship repair facility with initial or remaining lease terms longer than one year were as follows:

The Company and its subsidiaries lease buildings for office spaces and a ship repair facility under various operating leases, which expire from 2012 to 2017 and which generally have renewal options at similar terms.

Year ending December 31,
2013	$	1,016
2014		917
2015		273
2016		68
2017		58
Total	$	2,332

On April 6, 2008 we entered into a three-year bareboat charter for an 11,299 dwt, 2006 built product tanker, the M/T Austral which was extended for minimum 35 and maximum 37 months commencing on December 1, 2010.  The minimum obligations for the remaining term subsequent to December 31, 2012 is $1,292 in 2013.  On March 25, 2009 we entered into a one-year bareboat charter for a 5,706 dwt, 2008 built product tanker, the M/T Mediator which was re-delivered to her owner on October 6, 2010.  Rent expense for the three years ended December 31, 2012 was $1,536, $1,557 and $4,940, respectively.  When cash rental payments are not made on a straight–line basis, we recognize rental expense on a straight–line basis over the lease term.

On April 25, 2012, we entered into a bareboat charter agreement with a non-related party to charter twenty-four jumbo dry barges as described in Note 15.

f)   Charters-out

The future minimum revenues, before reduction for brokerage commissions, expected to be received on time charter agreements of our PSVs in our Offshore Supply Business chartered five in Brazil and one in North Sea, which terms are longer than one year were as follows:

Year ending December 31,
2013	$	34,238
2014		22,503
2015		13,492
2016		5,742
Total	$	75,975

The future minimum revenues, before reduction for brokerage commissions of three of our handy size-small product tanker vessels (one of them leased) in our Ocean Business chartered in South America, expected to be received on time charter agreements, which terms are longer than one year were as follows:

Year ending December 31,
2013	$	18,090
2014		5,412
Total	$	23,502

On November 12, 2012, one of our subsidiaries in the River Business, entered into a transshipment services agreement to provide storage and transshipment services of cargo from river barges to ocean export vessel through our Parana Petrol barge, for a three-year term from June 1, 2013.  The future minimum revenues, before reduction for commissions, expected to be received were as follows: $6,600 in 2013, $13,200 in each of 2014 and 2015 and $6,600 in 2016.

Revenues from time charter agreements are generally not received when a vessel, is off-hire, which includes time required for normal periodic maintenance of the vessel. In arriving at the minimum future charter revenues, an estimated time off-hire to perform periodic maintenance on each vessel has been deducted, although there is no assurance that such estimate will be reflective of the actual off-hire in the future. The scheduled future minimum revenues should not be construed to reflect total shipping revenues for any of the periods.

g)   Other

At December 31, 2012, we employed several employees as crew on our vessels, land-based employees and shipyard workers.  These seafarers and shipyard workers are covered by industry-wide collective bargaining agreements that set basic standards applicable to all companies who hire such individuals in these industries.  Because most of our employees are covered by these industry-wide collective bargaining agreements, failure of industry groups to renew these agreements may disrupt our operations and adversely affect our earnings.  In addition, we cannot assure that these agreements will prevent labor interruptions.  While we have had no significant labor interruption in the past we do not believe any labor interruptions will disrupt our operations and harm our financial performance.

On our River Business, different degrees of unionization of our employees and crewmembers may lead to a change or leveling of such unionization, which could result in higher costs for us, thus affecting our results of operations. Furthermore, due to the unionized nature of our activity in South America, while in the process of negotiating such leveling, our operations may be affected by strikes in our River and Ocean businesses, causing us to suffer delays due to lack of the necessary crewing onboard our pushboats and ocean vessels. In our barge building facility at Punta Alvear, our workforce is also mainly unionized and negotiations over wages and conditions may have very little bearing on negotiations we have with our other employees and crew members.

XML

INCOME TAXES (Tables)

12 Months Ended

Dec. 31, 2012

INCOME TAXES - 10Q [Abstract]

Income Tax Expense (Benefit)

Income tax expense (benefit) from continuing operations (which includes TOMPI) is comprised of:

	For the years ended December 31,
	2012			2011			2010
Current income tax expense	$	1,385		$	1,904		$	4,529
Deferred income tax (benefit) expense		(4,354	)		(3,641	)		1,834
	$	(2,969	)	$	(1,737	)	$	6,363

The table below shows for each jurisdiction's total income tax expense and statutory tax rate:

	For the years ended December 31,
	2012			2011			2010
Brazil (34%)	$	7		$	-		$	1,723
Argentina (35%)		1,255			1,110			623
Paraguay (10%)		48			403			1,725
Others		75			391			458
Current income tax expense		1,385			1,904			4,529
Deferred income tax (benefit) expense		(4,354	)		(3,641	)		1,834
Income tax (benefit) expense	$	(2,969	)	$	(1,737	)	$	6,363

Effective Income Tax Rate Reconciliation

Reconciliation of income tax expense (benefit) to taxes calculated based on the statutory tax rate is as follows:

	For the years ended December 31,
	2012			2011			2010
(Loss) income from continuing operations before income taxes	$	(65,733	)	$	(19,972	)	$	1,958
Sources not subject to income tax		51,203			20,835			8,609
		(14,530	)		863			10,567
Tax rate		35	%		35	%		35	%
Tax (benefit) expense at statutory tax rate		(5,085	)		302			3,698
Rate differential		348			(184	)		(306	)
Change in valuation allowance		1,549			197			1,215
Effects of foreign exchange changes related to our foreign subsidiaries		(1,479	)		(4,020	)		1,174
Income tax witholding in foreign jurisdictions		825			572			349
Others		873			1,396			233
Income tax (benefit) expense	$	(2,969	)	$	(1,737	)	$	6,363

Deferred Tax Assets and Liabilities

The components of net deferred income tax liabilities included on the balance sheets were as follows:

	At December 31,
	2012			2011
Deferred income tax assets
Other, deferred income tax current assets	$	109		$	286
NOLs		8,788			2,339
TOMPI credit		4,068			3,694
Other		421			3,453
Total deferred income tax noncurrent assets		13,277			9,486
Valuation allowance of deferred income tax assets		(2,895	)		(1,346	)
Net deferred income tax noncurrent assets		10,382			8,140
Deferred income tax liabilities
Vessels and equipment, net		13,176			11,292
Intangible assets		272			332
Unrealized exchange differences		2,120			3,851
Other		220			263
Total deferred income tax noncurrent liabilities		15,788			15,738
Net deferred income tax liabilities	$	(5,297	)	$	(7,312	)

XML

COMMITMENTS AND CONTINGENCIES (Tables)

12 Months Ended

Dec. 31, 2012

COMMITMENTS AND CONTINGENCIES [Abstract]

Future Minimum Rental Payments for Operating Leases

Rental expense under continuing obligations for the three years ended December 31, 2012 was $849, $1,119 and $1,048, respectively. At December 31, 2012, obligations under the companies' operating leases for office spaces and a ship repair facility with initial or remaining lease terms longer than one year were as follows:

The Company and its subsidiaries lease buildings for office spaces and a ship repair facility under various operating leases, which expire from 2012 to 2017 and which generally have renewal options at similar terms.

Year ending December 31,
2013	$	1,016
2014		917
2015		273
2016		68
2017		58
Total	$	2,332

Offshore Supply Business [Member]

Revenue from External Customer [Line Items]

Future Minimum Revenues

The future minimum revenues, before reduction for brokerage commissions, expected to be received on time charter agreements of our PSVs in our Offshore Supply Business chartered five in Brazil and one in North Sea, which terms are longer than one year were as follows:

Year ending December 31,
2013	$	34,238
2014		22,503
2015		13,492
2016		5,742
Total	$	75,975

Ocean Business [Member]

Revenue from External Customer [Line Items]

Future Minimum Revenues

The future minimum revenues, before reduction for brokerage commissions of three of our handy size-small product tanker vessels (one of them leased) in our Ocean Business chartered in South America, expected to be received on time charter agreements, which terms are longer than one year were as follows:

Year ending December 31,
2013	$	18,090
2014		5,412
Total	$	23,502

XML

SIGNIFICANT ACCOUNTING POLICIES, Property and Equipment, OCI (Details) (USD $)	6 Months Ended		12 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Dec. 31, 2012		Dec. 31, 2011		Dec. 31, 2010
Property, Plant and Equipment [Line Items]
River barges in progress and raw material related to barge production			$ 10,019,000		$ 0
Fuel and supplies			3,619,000		4,520,000
Operating supplies and inventories	18,039,000		13,638,000		4,520,000
Estimated salvage value used in impairment test per light weight ton			405
Impairment charge			16,000,000	[1]	0	[1]	0	[1]
Identifiable Intangible Assets [Abstract]
Useful life of intangible assets			8 years
Accumulated amortization			1,181,000		1,006,000
Amortization of intangible assets			175,000		175,000		305,000
Estimated Amortization of Intangible Assets [Abstract]
2013			175,000
2014			44,000
Other Assets [Abstract]
Debt issuance expense amortization	1,375,000	1,491,000	2,217,000		2,323,000		1,340,000
Deferred gains -- River barges sale-leaseback transactions
Balance at beginning of year	2,086,000	0	0
Deferred gains arising from sales			2,116,000
Amortization of deferred gains included in operating expenses as reduction to rental expense			(30,000)
Balance at end of the year	3,784,000		2,086,000		0
Derivative Instruments, Gain (Loss) [Line Items]
Accumulated other comprehensive income (loss)	(1,540,000)		(2,624,000)		(2,064,000)
Amounts attributable to noncontrolling interest	(12,000)		(46,000)		(27,000)
Amounts attributable to Ultrapetrol (Bahamas) Limited	(1,528,000)		(2,578,000)		(2,037,000)
Net losses on interest rate interest rate derivatives to be reclassified in next twelve months			996,000
Interest Rate Collar [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Unrealized net loss			(1,958,000)		(1,727,000)
Interest Rate Swap [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Unrealized net loss			(803,000)		(482,000)
EURO Hedge [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Unrealized net loss			$ 137,000		$ 145,000
Minimum [Member]
Property, Plant and Equipment [Line Items]
Cash flow period			4 years
Percentage of utilization of fleet (in hundredths)			93.00%
Dry Dock Costs [Abstract]
Deferred dry dock costs amortization period			24 months
Maximum [Member]
Property, Plant and Equipment [Line Items]
Cash flow period			24 years
Percentage of utilization of fleet (in hundredths)			99.00%
Dry Dock Costs [Abstract]
Deferred dry dock costs amortization period			36 months
Ocean-going Vessels [Member] | Minimum [Member]
Property, Plant and Equipment [Line Items]
Useful life			24 years
Ocean-going Vessels [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Useful life			27 years
PSVs [Member]
Property, Plant and Equipment [Line Items]
Useful life			24 years
River Barges and Push Boats [Member]
Property, Plant and Equipment [Line Items]
Useful life			35 years
Buildings [Member] | Minimum [Member]
Property, Plant and Equipment [Line Items]
Useful life			20 years
Buildings [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Useful life			30 years
Furniture and Equipment [Member] | Minimum [Member]
Property, Plant and Equipment [Line Items]
Useful life			5 years
Furniture and Equipment [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Useful life			15 years

[1] Operating expenses included $2,753, $4,622 and $1,542 in 2012, 2011 and 2010, respectively, from related parties.