-----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, V9yqUJ4HtF9krgZRHpgFrI5Py4pjDS4X2pSBV2mq3L1UNpEtuut1kYob0cYZvaYm yGnB2dwAEHMGTWBRw00NNA== 0000950116-94-000106.txt : 19940816 0000950116-94-000106.hdr.sgml : 19940816 ACCESSION NUMBER: 0000950116-94-000106 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19940630 FILED AS OF DATE: 19940815 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: 94543908 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 June 30, 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 June 30, 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. . . . . . . . .4 Notes to Condensed Consolidated Financial Statements .5 ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. . . . .7 PART II. OTHER INFORMATION - -------- ----------------- ITEM 1. Legal Proceedings. . . . . . . . . . . . . . . . . . 12 ITEM 4. Submission of Matters to a Vote of Security Holders. 12 ITEM 6. Exhibits and Reports on Form 8-K . . . . . . . . . . 12 Signature . . . . . . . . . . . . . . . . . . . . . . . . . . 13 3 PART I: FINANCIAL INFORMATION MARITRANS INC. CONDENSED CONSOLIDATED BALANCE SHEETS ($000)
JUNE 30, 1994 DECEMBER 31, 1993 ------------- ----------------- (unaudited) ASSETS Current assets: Cash and cash equivalents $ 29,357 $ 22,422 Marketable securities 4,775 - Trade accounts receivable 13,234 14,094 Inventories 3,531 4,968 Prepaid expenses 4,136 6,061 Other current assets 11,724 13,144 -------- -------- Total current assets 66,757 60,689 Vessels, terminals and equipment 260,265 262,176 Less accumulated depreciation 84,715 78,966 -------- -------- Net vessels, terminals and equipment 175,550 183,210 Other 8,360 9,139 -------- -------- Total assets $250,667 $253,038 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Debt due within one year 6,311 6,311 Trade accounts payable 2,622 3,492 Accrued interest 2,297 2,382 Accrued shipyard costs 6,741 6,562 Accrued wages and benefits 5,050 5,649 Other accrued liabilities 5,671 6,954 -------- -------- Total current liabilities 28,692 31,350 Long-term debt 105,400 110,556 Deferred shipyard costs and other 15,802 15,196 Deferred income taxes 22,857 21,062 Stockholders' equity 77,916 74,874 -------- -------- Total liabilities and stockholders' equity $250,667 $253,038 ======== ========
See accompanying notes. 4 MARITRANS INC. CONSOLIDATED STATEMENTS OF INCOME (unaudited) ($000, except per share amounts) APRIL 1 TO APRIL 1 TO JUNE 30, 1994 JUNE 30, 1993 ------------- ------------- Revenues $29,522 $33,603 Costs and expenses: Operation expense 15,500 19,264 Maintenance expense 5,239 5,213 General and administrative 1,726 2,729 Depreciation and amortization 3,793 3,825 ------- ------- Total operating expenses 26,258 31,031 ------- ------- Operating income 3,264 2,572 Interest expense, net (2,454) (2,583) Other income, net 830 1,183 ------- ------- Income before income taxes 1,640 1,172 Income tax provision 624 533 ------- ------- Net income $ 1,016 $ 639 ======= ======= Earnings per common share $ 0.08 $ 0.05 See accompanying notes. 5 MARITRANS INC. CONSOLIDATED STATEMENTS OF INCOME (unaudited) ($000, except per share amounts) JANUARY 1 TO JANUARY 1 TO JUNE 30, 1994 JUNE 30, 1993 ------------- ------------- Revenues $62,620 $ 65,820 Costs and expenses: Operation expense 32,094 37,233 Maintenance expense 10,418 10,176 General and administrative 3,623 5,338 Depreciation and amortization 7,638 7,779 ------- ------- Total operating expenses 53,773 60,526 ------- ------- Operating income 8,847 5,294 Interest expense, net (4,996) (5,255) Other income, net 1,009 5,478 ------- ------- Income before income taxes 4,860 5,517 Provision for income taxes: Provision for taxes 1,818 533 Deferred taxes - resulting from Conversion - 16,568 ------- ------- Net income (loss) $ 3,042 $(11,584) ======= ======== Pro forma loss per share $ n/a $ (0.93) Earnings per common share $ 0.24 $ n/a See accompanying notes. 6 MARITRANS INC. CONSOLIDATED STATEMENTS OF CASH FLOWS INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (unaudited) ($000)
JANUARY 1 TO JANUARY 1 TO JUNE 30, 1994 JUNE 30, 1993 ------------- ------------- Cash flows from operating activities: Net income (loss) $ 3,042 $(11,584) Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation and amortization 7,638 7,779 Deferred income tax provision 1,818 16,009 Changes in current assets other than cash 867 (4,643) Changes in current liabilities other than debt (2,658) (653) Non-current changes, net 1,162 1,975 (Gain)/loss on sale of equipment 35 (4,865) ------- -------- Total adjustments to net income 8,862 15,602 ------- -------- Net cash provided by (used in) operating activities 11,904 4,018 Cash flows from investing activities: Cash proceeds from sale of equipment 2,739 8,638 Purchase of vessels, terminals and equipment (2,552) (8,623) ------- -------- Net cash provided by (used in) investing activities 187 15 ------- -------- Cash flows from financing activities: Payment of long-term debt (5,156) (4,878) ------- -------- Net cash provided by (used in) financing activities (5,156) (4,878) ------- -------- Net increase (decrease) in cash and cash equivalents 6,935 (845) Cash and cash equivalents at beginning of period 22,422 23,174 ------- -------- Cash and cash equivalents at end of period $29,357 $ 22,329 ======= ========
See accompanying notes. 7 MARITRANS INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 1. Basis of Presentation/Organization ---------------------------------- At June 30, 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. 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. 8 2. Common Shares and Limited Partner Units --------------------------------------- Earnings per common share for the quarters ended June 30, 1994 and 1993 and for the six months ended June 30, 1994, is based on 12,523,000 shares outstanding. The potential effect of outstanding stock options is not dilutive. Pro forma loss per share for the six months ended June 30, 1993 is based on 12,250,000 outstanding Limited Partner units prior to Conversion and 12,523,000 outstanding shares of Common Stock subsequent to Conversion. 3. Income Taxes ------------ The Company's effective tax rate differs from the federal statutory rate due primarily to state income taxes. 9 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS --------------------------------------------- Liquidity and Capital Resources ------------------------------- For the six months ended June 30, 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 scheduled to be made in 1994. 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 terminals 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 June 30, 1994 were $2.6 million. Liquidity and Capital Indicators -------------------------------- As of June 30, 1994: Ratio of current assets to current liabilities 2.33 Working capital (in thousands) $38,065 Ratio of total debt to the sum of total debt and stockholders' equity .59 Working Capital Position ------------------------ Working capital increased by $8.7 million from December 31, 1993 to June 30, 1994. Current assets increased as a result of a significant increase in cash and cash equivalent balances generated from operating activities. Current liabilities decreased due to a decline in trade accounts payable and other accrued liabilities. Current assets increased due to the purchase of marketable securities offset by declines in inventory and prepaid expenses. The ratio of current assets to current liabilities increased from 1.94 at December 31, 1993 to 2.33 at June 30, 1994. 10 Debt Obligations and Borrowing Facility --------------------------------------- At June 30, 1994, the Company had $111.7 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 June 30, 1994 is $6.3 million. The Company has a $10 million working capital facility, secured by its receivables and inventories, which expires June 30, 1995. At June 30, 1994 there were no borrowings against this facility. RESULTS OF OPERATIONS --------------------- Three Month Comparison ---------------------- Revenues -------- Revenues of $29.5 million for the three months ended June 30, 1994, decreased by $4.1 million, or 12.2%, from revenues of $33.6 million for the three months ended June 30, 1993. Barrels of cargo transported decreased by 7 million barrels, from 66 million to 59 million, respectively. The decline in revenue and volume is the result of the elimination of a vessel which was chartered during most of 1993 and generally softer market conditions relative to the marine transportation of refined petroleum products. Revenue from sources other than marine transportation increased from 6.2% of total revenue, for the three months ended June 30, 1993, to 7.8% for the three months ended June 30, 1994, due to additional terminalling operations, contingency management activities, and other services supplied to third-party vessel owners. Results ------- Operating expenses of $26.3 million for the three months ended June 30, 1994, decreased by $4.7 million, or 15.2%, from operating expenses of $31.0 million for the three months ended June 30, 1993. This decrease is primarily due to a reduction in the expense associated with chartering vessels from others and, to a lesser extent, to the streamlining measures initiated during the last quarter of 1993. Savings from the substantial reduction of expense associated with chartering vessels is expected to continue for the balance of 1994. Other income in the three months ended June 30, 1993 includes a $1.0 million gain on the sale of fixed assets, primarily a small barge that was excess to expected future business needs. Net income for the quarter ended June 30, 1994 increased by $0.4 million from $0.6 million for the quarter ended June 30, 1993 to $1.0 million as the result of significantly lower operating costs. 11 Six Month Comparison -------------------- Revenues -------- Revenues of $62.6 million for the six months ended June 30, 1994 decreased $3.2 million, or 4.9% from revenues of $65.8 million for the six months ended June 30, 1993. Barrels of cargo transported decreased by 8 million barrels, from 127 million barrels at June 30, 1993 to 119 million at June 30, 1994. Although the decline in volume has been the most significant factor for the decrease in revenues for the quarter ended June 30, 1994, continued price competition and relatively softer market conditions have also contributed to decline in revenue for the first six months of 1994. Revenue from sources other than marine transportation increased from 5.4% of total revenue, for the six months ended June 30, 1993, to 7.4% for the six months ended June 30, 1994, due to additional terminalling operations, contingency management activities, and other services supplied to third-party vessel owners. Results ------- Operating expenses of $53.8 million for the six months ended June 30, 1994 decreased by $6.7 million, or 11.1% from operating expense of $60.5 million for the six months ended June 30, 1993. This decrease is primarily due to the aforementioned streamlining measures and to the substantial reduction in the expense associated with chartering vessels from others incurred in the 1993 period when shipyard scheduling took owned vessels out of service for maintenance and productivity improvements. Other Income for the six months ended June 30, 1993 includes a $4.8 million gain on the sale of fixed assets, primarily five small barges that were excess to the Company's 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 $3.0 million for the six months ended June 30, 1994, is $14.6 million higher than the net loss of $11.6 million for the six months ended June 30, 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 $4.9 million from $5.5 million in the comparable period last year. The decrease is due in part to the inclusion of gains of $4.8 million on sales of fixed assets in 1993, as noted above. Management expects earnings in the third quarter to continue at levels near second quarter results. However, improved earnings may be realized during the remainder of the year, and particularly in the fourth quarter, as new distribution patterns made necessary by reformulated gasoline requirements may increase demand, in the near term, for marine transportation of petroleum products. These market conditions may be further aided by expected modest scrappings of Maritrans' competitors' oldest vessels caused by the Oil Pollution Act of 1990. 12 Part II: OTHER INFORMATION ITEM 1. Legal Proceedings ----------------- None. ITEM 4. Submission of Matters to a Vote of Security Holders --------------------------------------------------- The Company held its Annual Meeting of Stockholders of the Registrant on May 12, 1994 to vote upon 1) the election of two directors, Stephen A. Van Dyck and Robert E. Boni, to serve for three year terms and 2) a proposal to approve Amendments to the Maritrans Inc. Equity Compensation Plan and grants of stock options thereunder (the "Proposal"), as described in the Registrant's Proxy Statement dated March 30, 1994. At the time of the meeting, 12,523,000 shares of Common Stock were issued and outstanding and entitled to vote on the aforementioned matters. At the meeting, 8,209,920 shares voted in favor of the election of Mr. Van Dyck, and 203,765 shares abstained (including broker non-votes) and 8,209,890 shares voted in favor of the election of Dr. Boni, and 203,795 shares abstained (including broker non-votes). Dr. Dorman and Messrs. Johnson, Lindsay and Sanborn will continue to serve their unexpired terms as directors of the Company. At the meeting, 7,360,725 shares voted in favor of the Proposal, 984,196 shares voted against the Proposal, and 68,764 shares abstained (including broker non-votes). 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 June 30, 1994. 13 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: August 12, 1994 ------------------------------- Gary L. Schaefer Vice President, Chief Financial Officer (Principal Financial Officer) By: /s/ Walter T. Bromfield Dated: August 12, 1994 ------------------------------- Walter T. Bromfield Controller (Principal Accounting Officer) EX-11 2 1 EXHIBIT 11 EXHIBIT 11 MARITRANS INC. COMPUTATION OF EARNINGS PER COMMON SHARE Quarter Ended June 30, 1994* Primary: Income: Net income $ 1,016,000 =========== Shares: Weighted average number of common shares outstanding 12,523,000 =========== Primary earnings per common share $ .0811 =========== Assuming full dilution: Income: Net income $ 1,016,000 =========== 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 41,846 ----------- Weighted average number of common shares outstanding as adjusted 12,564,846 =========== Fully diluted earnings per common share $ .0809** =========== - ------------ * 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%. 2 EXHIBIT 11 EXHIBIT 11 MARITRANS INC. COMPUTATION OF EARNINGS PER COMMON SHARE Six Months Ended June 30, 1994* Primary: Income: Net income $ 3,042,000 =========== Shares: Weighted average number of common shares outstanding 12,523,000 ========== Primary earnings per common share $ .2429 =========== Assuming full dilution: Income: Net income $ 3,042,000 =========== 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 41,846 ----------- Weighted average number of common shares outstanding as adjusted 12,564,846 =========== Fully diluted earnings per common share $ .2421** =========== - ------------ * 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-----