-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, fLuLir2XI+wPk4iHRH8CS93v8KIZM9frdoZxGVmip9gI4PTqhg7/LuuDBejvvN9g uqzzcrOZftS/0SOHFQgn3Q== 0000950116-94-000063.txt : 19940526 0000950116-94-000063.hdr.sgml : 19940526 ACCESSION NUMBER: 0000950116-94-000063 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19940331 FILED AS OF DATE: 19940516 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MARITRANS INC/ CENTRAL INDEX KEY: 0000810113 STANDARD INDUSTRIAL CLASSIFICATION: 4400 IRS NUMBER: 232447279 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-09063 FILM NUMBER: 94528514 BUSINESS ADDRESS: STREET 1: ONE LOGAN SQUARE 26TH FLOOR CITY: PHILADELPHIA STATE: PA ZIP: 19103 BUSINESS PHONE: 2158641200 MAIL ADDRESS: STREET 1: ONE LOGAN SQUARE STREET 2: 26TH FL CITY: PHILADELPHIA STATE: PA ZIP: 19103 FORMER COMPANY: FORMER CONFORMED NAME: MARITRANS PARTNERS L P DATE OF NAME CHANGE: 19920703 10-Q 1 10-Q 1 FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 (Mark One) X Quarterly Report Pursuant to Section 13 or 15(d) of the Securities - - ---- Exchange Act of 1934 For the Quarterly Period ended March 31, 1994 or ___ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the Transition Period from __________________ to ____________________ Commission File Number 1-9063 MARITRANS INC. - - --------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) DELAWARE 51-0343903 - - ---------- ---------- (State or other jurisdiction of (Identification No. incorporation or organization) I.R.S. Employer) ONE LOGAN SQUARE, 26TH FLOOR PHILADELPHIA, PENNSYLVANIA 19103 - - ------------------------------ ------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (215) 864-1200 ---------------- Not Applicable --------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such requirements for the past 90 days. Yes X No --- --- Common Stock outstanding as of March 31, 1994: 12,523,000 2 MARITRANS INC. INDEX PART I. FINANCIAL INFORMATION PAGE NUMBER ITEM 1. Financial Statements Condensed Consolidated Balance Sheets.................1 Consolidated Statements of Income.....................2 Consolidated Statements of Cash Flows.................3 Notes to Condensed Consolidated Financial Statements..4 ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.........6 PART II. OTHER INFORMATION ITEM 1. Legal Proceedings....................................10 ITEM 4. Submission of Matters to a Vote of Security Holders..10 ITEM 6. Exhibits and Reports on Form 8-K.....................10 Signature .....................................................11 3 PART I: FINANCIAL INFORMATION MARITRANS INC. CONDENSED CONSOLIDATED BALANCE SHEETS ($000) MARCH 31, 1994 DECEMBER 31, 1993 -------------- ----------------- (unaudited) ASSETS Current assets: Cash and cash equivalents $ 35,305 $ 22,422 Trade accounts receivable 15,947 14,094 Other accounts receivable 5,935 9,748 Prepaid expenses 3,590 6,061 Other current assets 7,414 8,364 ------- -------- Total current assets 68,191 60,689 Vessels, terminals and equipment 260,152 262,176 Less accumulated depreciation 81,207 78,966 ------- ------- Net vessels, terminals and equipment 178,945 183,210 Other 8,753 9,139 ------- ------- Total assets $255,889 $253,038 ======= ======= LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Trade accounts payable $ 1,945 $ 3,492 Accrued interest 4,767 2,382 Other current liabilities 24,536 25,476 ------- ------- Total current liabilities 31,248 31,350 Long-term debt 109,978 110,556 Deferred shipyard costs and other 15,522 15,196 Deferred income taxes 22,241 21,062 Stockholders' equity 76,900 74,874 ------- ------- Total liabilities and stockholders' equity $255,889 $253,038 ======= ======= See accompanying notes. 4 MARITRANS INC. CONSOLIDATED STATEMENTS OF INCOME (unaudited) ($000, except per share/unit amounts) JANUARY 1 TO JANUARY 1 TO MARCH 31, 1994 MARCH 31, 1993 -------------- -------------- Revenues $ 33,098 $ 32,217 Costs and expenses: Operation expense 16,594 17,968 Maintenance expense 5,179 4,964 General and administrative 1,897 2,609 Depreciation and amortization 3,845 3,954 ------- ------- Total operating expenses 27,515 29,495 ------- ------- Operating income 5,583 2,722 Interest expense, net (2,542) (2,672) Other income, net 179 4,295 ------- ------- Income before income taxes $ 3,220 $ 4,345 Provision for income taxes: Provision for taxes 1,194 - Deferred taxes - resulting from Conversion - 16,568 ------- ------- Net income (loss) $ 2,026 $(12,223) ======= ======= Net income (loss) allocated to Limited Partners per Limited Partner unit $ n/a $ (0.98) Earnings per common share $ 0.16 $ n/a See accompanying notes. 5 MARITRANS INC. CONSOLIDATED STATEMENTS OF CASH FLOWS INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (unaudited) ($000) JANUARY 1 TO JANUARY 1 TO MARCH 31, 1994 MARCH 31, 1993 -------------- -------------- Cash flows from operating activities: Net income (loss) $ 2,026 $(12,223) Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation and amortization 3,845 3,954 Deferred income tax provision 1,194 21,516 Changes in current assets other than cash 5,381 (4,894) Changes in current liabilities other than debt (102) 1,744 Non-current changes, net 576 737 (Gain)/loss on sale of equipment 23 (3,816) ------- ------- Total adjustments to net income 10,917 19,241 ------- ------- Net cash provided by (used in) operating activities 12,943 7,018 Cash flows from investing activities: Cash proceeds from sale of equipment 2,563 6,619 Purchase of vessels, terminals and equipment (2,045) (5,468) ------- ------- Net cash provided by (used in) investing activities 518 1,151 ------- ------- Cash flows from financing activities: Payment of long-term debt (578) (300) ------- ------- Net cash provided by (used in) financing activities (578) (300) ------- ------- Net increase in cash and cash equivalents 12,883 7,869 Cash and cash equivalents at beginning of period 22,422 23,174 ------- ------- Cash and cash equivalents at end of period $ 35,305 $ 31,043 ======= ======= See accompanying notes. 6 MARITRANS INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 1. Basis of Presentation/Organization ---------------------------------- At March 31, 1994, Maritrans Inc. owns Maritrans Operating Partners L.P. ("the Operating Partnership") and Maritrans Holdings Inc. (collectively, the "Company"). These subsidiaries, directly and indirectly, own and operate tugs and barges principally used in the transportation of oil and related products, and own and operate petroleum storage facilities. On March 31, 1993, the limited partners of Maritrans Partners L.P. (the "Partnership") voted on a proposal to convert the Partnership to corporate form (the "Conversion"). The proposal was approved, and on April 1, 1993, Maritrans Inc., then a newly-formed Delaware corporation ("the Corporation"), succeeded to all assets and liabilities of the Partnership. The holders of general and limited partner interests in the Partnership and the Operating Partnership were issued shares of common stock, par value $.01 per share("Common Stock"), of the Corporation, representing substantially the same percentage equity interest in the Corporation as they had in the Partnership, directly or indirectly, in exchange for their partnership interest. Each previously held unit of limited partnership interest in the Partnership was exchanged for one share of Common Stock of the Corporation. For financial accounting purposes, the conversion to corporate form has been treated as a reorganization of affiliated entities, with the assets and liabilities recorded at their historical costs. In addition, the Partnership recognized a net deferred income tax liability for temporary differences in accordance with Statement of Financial Accounting Standards ("FAS") No. 109, Accounting for Income Taxes, which resulted in a one-time charge to earnings of $16.6 million in the first quarter of 1993. 7 In the opinion of management, the accompanying condensed consolidated financial statements of Maritrans Inc., which are unaudited (except for the Condensed Consolidated Balance Sheet as of December 31, 1993, which is derived from audited financial statements), include all adjustments (consisting of normal recurring accruals) necessary to present fairly the financial statements of the consolidated entities. Pursuant to the rules and regulations of the Securities and Exchange Commission, the unaudited condensed consolidated financial statements do not include all of the information and notes normally included with annual financial statements prepared in accordance with generally accepted accounting principles. It is suggested that these financial statements be read in conjunction with the consolidated historical financial statements and notes thereto included in the Corporation's Form 10-K for the period ended December 31, 1993. 2. Common Shares and Limited Partner Units --------------------------------------- Earnings per common share is based on 12,523,000 shares outstanding. The potential effect of outstanding stock options is not dilutive. Net income (loss) allocated to Limited Partners per Limited Partner unit is based on 12,250,000 outstanding units. 3. Income Taxes ------------ The Company's effective tax rate differs from the federal statutory rate due primarily to state income taxes. 8 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS --------------------------------------------- Liquidity and Capital Resources ------------------------------- With respect to the quarter ended March 31, 1994, funds provided by operating activities and investing transactions were sufficient to fully meet debt service obligations and loan agreement restrictions. With conversion to corporate form, Maritrans is subject to corporate income taxes which may reduce cash flow from operations. As previously described, for financial accounting purposes, the conversion to corporate form was treated as a reorganization of affiliated entities, with the assets and liabilities recorded at their historical costs. In addition, the Partnership recognized, in the first quarter of 1993, a net deferred income tax liability for temporary differences in accordance with FAS No. 109, Accounting for Income Taxes. Management believes that in 1994 funds provided by operating activities, augmented by financing and investing transactions, will be sufficient to provide the funds necessary for operations, anticipated capital expenditures, lease payments and required debt repayments. At this time no dividends are expected to be made in 1994. Barring changes in its current plans, management believes capital expenditures in 1994 for improvements to its currently operating vessels and existing marine terminals will be less than $5 million compared to $17 million in 1993, when substantial expenditures were made for vessel productivity improvements and marine terminal facility purchases. However, the Company will continue to evaluate the potential purchase of marine storage terminal and other investments consistent with its long-term strategic interests, and the potential sources of funds for those potential investments. Total capital expenditures of the Company through March 31, 1994 were $2.0 million. 9 Liquidity and Capital Indicators -------------------------------- As of March 31, 1994: Ratio of current assets to current liabilities 2.18 Working capital (in thousands) $36,943 Ratio of total debt to the sum of total debt and stockholders' equity .60 Working Capital Position ------------------------ Working capital increased from December 31, 1993 to March 31, 1994. Current assets increased as a result of a significant increase in cash and cash equivalent balances due to operating activities. Current liabilities decreased due to a decline in trade accounts payable and accrued shipyard costs, which were substantially offset by an increase in accrued interest. The ratio of current assets to current liabilities increased from 1.94 at December 31, 1993 to 2.18 at March 31, 1994. Debt Obligations and Borrowing Facility --------------------------------------- At March 31, 1994, the Company had $116.3 million in total outstanding debt, secured by mortgages on substantially all of the fixed assets of the subsidiaries of the Corporation. The current portion of this debt at March 31, 1994 is $6.3 million. The Company has a $10 million working capital facility, secured by its receivables and inventories, which expires June 30, 1994 and which is expected to be renewed. At March 31, 1994 there were no borrowings against this facility. RESULTS OF OPERATIONS --------------------- Three Month Comparison ---------------------- Revenues -------- Revenues of $33.1 million for the three months ended March 31, 1994, increased by $0.9 million, or 2.8%, from revenues of $32.2 million for the three months ended March 31, 1993. Barrels of cargo transported decreased by 0.7 million barrels, from 60.8 million to 60.1 million, respectively. Despite the decline in volume,increased average daily charter revenues resulted from vessel demand caused by improved economic activity and harsh weather (both of which normally translate into high levels of oil consumption) in the Company's primary markets for marine transportation. Revenue from sources other than marine transportation increased from 3.9% of total revenue, for the three months ended March 31, 1993, to 5.8% for the three months ended March 31, 1994, due to additional terminalling operations, contingency management activities, and other services supplied to third-party vessel owners. 10 Results ------- Operating expenses of $27.5 million for the three months ended March 31, 1994, decreased by $2.0 million, or 6.8%, from operating expenses of $29.5 million for the three months ended March 31, 1993. This decrease is primarily due to the streamlining measures initiated during the last quarter of 1993 and, to a lesser extent, to a reduction in the expense associated with chartering vessels from others. Other income in the three months ended March 31, 1993 includes a $3.8 million gain on the sale of fixed assets, primarily four small barges that were excess to expected future business needs. The adoption of FAS No. 109, Accounting for Income Taxes, caused the Partnership to recognize a net deferred income tax provision of $16.6 million for the three months ending March 31, 1993. The adoption of this accounting rule was prescribed by the conversion of the Partnership to corporate status, which occurred April 1, 1993. Net income of $2.0 million for the three months ended March 31, 1994, is $14.2 million higher than the net loss of $12.2 million for the three months ended March 31, 1993. The loss in 1993 was the result of the previously noted provision for deferred income taxes. Income before income taxes for the periods decreased to $3.2 million from $4.3 million in the comparable period last year. The decrease is due in part to the inclusion of gains on sales of fixed assets in 1993, as noted above. Management expects that earnings in the second quarter will not match its first quarter results due to refinery maintenance and anticipated industry inventory management practices. 11 Part II: OTHER INFORMATION ITEM 1. Legal Proceedings ----------------- None. ITEM 4. Submission of Matters to a Vote of Security Holders --------------------------------------------------- No matters were submitted to a vote of the Company's security holders, through the solicitation of proxies or otherwise, during the quarter ended March 31, 1994. ITEM 6. Exhibits and Reports on Form 8-K -------------------------------- (a) Exhibits No. 11 - Computation of Earnings Per Common Share. (b) Reports on Form 8-K (1) No reports on Form 8-K were filed during the quarter ended March 31, 1994. 12 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. MARITRANS INC. (Registrant) By: /s/ Gary L. Schaefer Dated: May 13, 1994 ---------------------------------------- Gary L. Schaefer Vice President, Chief Financial Officer (Principal Financial Officer) By: /s/ Walter T. Bromfield Dated: May 13, 1994 ---------------------------------------- Walter T. Bromfield Controller (Principal Accounting Officer) EX-11 2 EXHIBIT 11 13 EXHIBIT 11 MARITRANS INC. COMPUTATION OF EARNINGS PER COMMON SHARE Quarter Ended March 31, 1994* Primary: Income: Net income $ 2,026,000 ========== Shares: Weighted average number of common shares outstanding 12,523,000 ========== Primary earnings per common share $ .1618 ========== Assuming full dilution: Income: Net income $ 2,026,000 ========== Shares: Weighted average number of common shares outstanding 12,523,000 Assuming exercise of options reduced by the number of shares which could have been purchased with the proceeds from the exercise of such options 24,141 ---------- Weighted average number of common shares outstanding as adjusted 12,547,141 ========== Fully diluted earnings per common share $ .1615** ========== - - ------------- * See notes 1 and 2 of the notes to the condensed consolidated financial statements. ** This calculation is submitted in accordance with Regulation S-K item 601(b)(11) although not required by footnote 2 to paragraph 14 of APB Opinion No. 15 because it results in dilution of less than 3%. -----END PRIVACY-ENHANCED MESSAGE-----