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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
(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, 2003
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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)
TWO HARBOUR PLACE
302 KNIGHTS RUN AVENUE
SUITE 1200
TAMPA, FLORIDA 33602
--------------------
(Address of principal executive offices)
(Zip Code)
(813) 209-0600
--------------
Registrant's telephone number, including area code
(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
--- --
Indicate by checkmark whether the registrant is an accelerated filer (as defined
in Rule 12b-2 of the Exchange Act).
Yes X No
--- --
Common Stock $.01 par value, 8,166,138 shares outstanding as of July 30, 2003
1
MARITRANS INC.
INDEX
Page
----
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets - June 30, 2003 and December 31, 2002 3
Condensed Consolidated Statements of Income - Three months ended June 30,
2003 and 2002 4
Condensed Consolidated Statements of Income - Six months ended June 30,
2003 and 2002 5
Condensed Consolidated Statements of Cash Flows - Six months ended June 30,
2003 and 2002 6
Notes to Condensed Consolidated Financial Statements 7
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations 10
Item 3. Qualitative and Quantitative Disclosures About Market Risk 18
Item 4. Controls and Procedures 18
PART II. OTHER INFORMATION
Item 1. Legal Proceedings 19
Item 6. Exhibits and Reports on Form 8-K 20
SIGNATURES 21
2
PART I: FINANCIAL INFORMATION
MARITRANS INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
($000)
June 30, December 31,
2003 2002
----------------------------------------
(Unaudited) (Note 1)
ASSETS
Current assets:
Cash and cash equivalents $ 2,844 $ 239
Trade accounts receivable 8,456 9,396
Other accounts receivable 2,855 2,696
Inventories 3,125 3,253
Deferred income tax benefit 8,097 8,097
Prepaid expenses 2,683 3,135
--------- ---------
Total current assets 28,060 26,816
Vessels and equipment 346,801 339,574
Less accumulated depreciation 172,983 162,713
---------- ---------
Net vessels and equipment 173,818 176,861
Note receivable 3,560 3,780
Goodwill 2,863 2,863
Other 925 1,237
---------- ---------
Total assets $209,226 $211,557
========== =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Debt due within one year $ 6,500 $ 5,750
Trade accounts payable 2,109 2,829
Accrued shipyard costs 5,467 5,060
Accrued wages and benefits 3,811 1,718
Accrued insurance 1,661 1,655
Other accrued liabilities 5,261 1,987
-------- ---------
Total current liabilities 24,809 18,999
Long-term debt 49,000 63,000
Accrued shipyard costs 8,200 7,590
Other liabilities 3,355 3,149
Deferred income taxes 49,432 49,432
Stockholders' equity:
Common stock 136 135
Capital in excess of par value 82,065 80,980
Retained earnings 41,199 36,061
Unearned compensation (977) (759)
Less: Cost of shares held in treasury (47,993) (47,030)
--------- --------
Total stockholders' equity 74,430 69,387
--------- ---------
Total liabilities and stockholders' equity $209,226 $211,557
========= =========
See notes to financial statements.
3
MARITRANS INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
($000, except per share amounts)
April 1 to April 1 to
June 30, 2003 June 30, 2002
----------------------------------------------
Revenues $ 36,212 $ 32,468
Costs and expenses:
Operations expense 18,077 17,287
Maintenance expense 5,681 3,634
General and administrative 2,120 2,058
Depreciation and amortization 5,168 4,751
-------- --------
Total operating expense 31,046 27,730
Gain on sale of assets 1,099 --
------ ------
Operating income 6,265 4,738
Interest expense (489) (555)
Other income, net 183 232
------ ------
Income before income taxes 5,959 4,415
Income tax provision 2,205 1,656
------ ------
Net income $ 3,754 $ 2,759
===== =====
Basic earnings per share $ 0.47 $ 0.35
Diluted earnings per share $ 0.45 $ 0.32
Dividends declared per share $ 0.11 $ 0.10
See notes to financial statements.
4
MARITRANS INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
($000, except per share amounts)
January 1 to January 1 to
June 30, 2003 June 30, 2002
---------------------------------------
Revenues $ 72,141 $ 63,791
Costs and expenses:
Operations expense 36,957 32,919
Maintenance expense 10,011 7,458
General and administrative 4,285 3,993
Depreciation and amortization 10,279 9,372
------- -------
Total operating expense 61,532 53,742
Gain on sale of assets 1,099 --
------- -------
Operating income 11,708 10,049
Interest expense (1,097) (1,361)
Other income, net 394 458
------- -------
Income before income taxes 11,005 9,146
Income tax provision 4,072 3,430
------- -------
Net income $ 6,933 $ 5,716
======= =======
Basic earnings per share $ 0.87 $ 0.70
Diluted earnings per share $ 0.82 $ 0.64
Dividends declared per share $ 0.22 $ 0.20
See notes to financial statements.
5
MARITRANS INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
($000)
January 1 to January 1 to
June 30, 2003 June 30, 2002
--------------------------------------
Cash flows from operating activities:
Net income $ 6,933 $ 5,716
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 10,279 9,372
Changes in receivables, inventories and prepaid expenses 1,359 (924)
Changes in current liabilities, other than debt 5,061 3,012
Other 1,026 (2,965)
Gain on sale of assets ( 1,099) --
-------- -------
16,626 8,495
-------- -------
Net cash provided by operating activities 23,559 14,211
Cash flows from investing activities:
Collections on notes receivable 220 520
Proceeds from sale of assets 1,849 --
Purchase of vessels and equipment (7,986) (12,485)
------ -------
Net cash used in investing activities (5,917) (11,965)
------ -------
Cash flows from financing activities:
Borrowings under long-term debt -- 9,000
Payment of long-term debt (2,750) (8,238)
Net (repayments) borrowings under revolving credit facilities (10,500) 21,000
Purchase of treasury stock (150) (25,147)
Proceeds from exercise of stock options 158 879
Dividends declared and paid (1,795) (1,640)
-------- --------
Net cash used in financing activities (15,037) (4,146)
-------- --------
Net increase (decrease) in cash and cash equivalents 2,605 (1,900)
Cash and cash equivalents at beginning of period 239 3,558
-------- --------
Cash and cash equivalents at end of period $ 2,844 $ 1,658
======== ========
See notes to financial statements
6
MARITRANS INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2003
1. Basis of Presentation/Organization
Maritrans Inc. owns Maritrans Operating Company L.P. (the "Operating
Company"), Maritrans General Partner Inc., Maritrans Tankers Inc.,
Maritrans Barge Co., Maritrans Holdings Inc. and other Maritrans
entities (collectively, the "Company"). These subsidiaries, directly
and indirectly, own and operate oil tankers, tugboats, and oceangoing
petroleum tank barges principally used in the transportation of oil and
related products along the Gulf and Atlantic Coasts.
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, 2002, 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.
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires management
to make estimates and assumptions that affect the amounts reported in
the financial statements and accompanying notes. Actual results could
differ from those estimates.
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. These financial statements should be
read in conjunction with the consolidated historical financial
statements and notes thereto included in the Company's Form 10-K for the
period ended December 31, 2002.
Certain amounts in the prior year financial statements have been
reclassified to conform to their current year presentation.
Impact of Recent Accounting Pronouncements
------------------------------------------
In April 2002, the Financial Accounting Standards Board issued
Statements of Financial Accounting Standards No. 145, "Rescission of
FASB Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13 and
Technical Corrections" ("SFAS 145"). SFAS 145 requires, among other
things, gains or losses of extinguishment of debt to be classified as
income (loss) from continuing operations rather than as an extraordinary
7
item, unless such extinguishment is determined to be extraordinary
pursuant to Accounting Principles Board Opinion No. 30, "Reporting the
Results of Operations - Reporting the Effects of a Disposal of a Segment
of a Business and Extraordinary, Unusual, and Infrequently Occurring
Transactions" ("Opinion 30"). The provisions of SFAS 145 related to the
rescission of SFAS 4 are effective for fiscal years beginning after May
15, 2002. Any gain or loss on extinguishment of debt that was classified
as an extraordinary item in prior periods presented that does not meet
the criteria in Opinion 30 for classification as an extraordinary item
must be reclassified.
The Company adopted the provisions of SFAS 145 beginning January 1, 2003
and, accordingly, will reclassify the loss of $2.5 million on the
retirement of debt which occurred in the fourth quarter of 2001 from an
extraordinary item to a separate component of income before taxes in the
Consolidated Statements of Income in the Company's Form 10-K for the
period ended December 31, 2003.
In December 2002, the Financial Accounting Standards Board ("FASB")
issued Statement of Financial Accounting Standards No. 148, "Accounting
for Stock-Based Compensation - Transition and Disclosure" ("SFAS 148").
SFAS 148 amends FASB Statement No. 123, "Accounting for Stock-Based
Compensation" ("SFAS 123"), to provide three alternative methods of
transition for a voluntary change to the fair value based method of
accounting for stock-based employee compensation. In addition, SFAS 148
also amends the disclosure provisions of SFAS 123 and APB Opinion No. 28,
"Interim Financial Reporting". SFAS 148 is effective for fiscal years
ending after December 15, 2002, with certain disclosure requirements
effective for interim periods beginning after December 15, 2002. The
Company adopted the transition provisions of SFAS 148 using the
prospective method beginning January 1, 2003. The prospective method
requires the Company to apply the fair value based method to all employee
stock awards granted, modified and settled in its consolidated statements
of income beginning on the date of adoption.
Pro forma information regarding net income and earnings per share is
required by Statement 123 and was determined as if the Company had
accounted for its employee stock options under the fair value method of
that Statement. For purposes of pro forma disclosures, the estimated fair
value of the options is amortized to expense over the options vesting
period. The Company's pro forma information for the quarter and six
months ended June 30, is as follows:
8
Three months ended Six months ended
------------------ ----------------
June 30, June 30,
-------- --------
2003 2002 2003 2002
---- ---- ---- ----
($000, except per share data)
Net income as reported............................... $3,754 $2,759 $6,933 $5,716
Add: Stock based compensation included in net income,
net of tax......................................... 7 -- 21 --
Deduct: Total stock based compensation determined
under the fair value based method, net of tax...... 34 31 66 61
------ ------ ------ ------
Pro forma net income................................. $3,727 $2,728 $6,888 $5,655
====== ====== ====== ======
Basic earnings per share as reported................. $0.47 $0.35 $0.87 $0.70
Pro forma basic earnings per share................... $0.47 $0.35 $0.87 $0.69
Diluted earnings per share as reported............... $0.45 $0.32 $0.82 $0.64
Pro forma diluted earnings per share ................ $0.45 $0.32 $0.82 $0.64
2. Earnings per Common Share
The following data show the amounts used in computing basic and diluted
earnings per share ("EPS"):
Three Months Ended Six Months Ended
June 30, June 30,
2003 2002 2003 2002
---- ---- ---- ----
(000's) (000's)
Income available to common stockholders used in basic EPS $ 3,754 $ 2,759 $ 6,933 $ 5,716
Weighted average number of common shares used in basic EPS 7,969 7,889 7,926 8,205
Effect of dilutive stock options and restricted shares 387 699 510 678
------- ------- ------- -------
Weighted number of common shares and dilutive potential
common stock used in diluted EPS 8,356 8,588 8,436 8,883
======= ======= ======= =======
3. Income Taxes
The Company's effective tax rate differs from the federal statutory rate
due primarily to state income taxes and certain nondeductible items.
4. Share Buyback Program
On February 9, 1999, the Board of Directors authorized a share buyback
program (the "Program") for the acquisition of up to one million shares
of the Company's common stock. In February 2000 and again in February
2001, the Board of Directors authorized the acquisition of an additional
one million shares in the Program. The total authorized shares under the
Program is three million. As of June 30, 2003, 2,485,442 shares have been
repurchased under the Program and were financed from internally generated
funds, leaving 514,558 shares authorized for repurchase.
9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Forward Looking Information
- ---------------------------
Some of the statements in this Form 10-Q (this "10-Q") constitute
forward-looking statements under Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended,
including statements made with respect to present or anticipated utilization,
future revenues and customer relationships, capital expenditures, future
financings, and other statements regarding matters that are not historical
facts, and involve predictions. These statements involve known and unknown
risks, uncertainties and other factors that may cause actual results, levels of
activity, growth, performance, earnings per share or achievements to be
materially different from any future results, levels of activity, growth,
performance, earnings per share or achievements expressed in or implied by such
forward-looking statements.
The forward-looking statements included in this 10-Q relate to future events or
the Company's future financial performance. In some cases, you can identify
forward-looking statements by terminology such as "may," "seem," "should,"
"believe," "future," "potential," "estimate," "offer," "opportunity," "quality,"
"growth," "expect," "intend," "plan," "focus," "through," "strategy," "provide,"
"meet," "allow," "represent," "commitment," "create," "implement," "result,"
"seek," "increase," "establish," "work," "perform," "make," "continue," "can,"
"will," "include," or the negative of such terms or comparable terminology.
These forward-looking statements inherently involve certain risks and
uncertainties, although they are based on the Company's current plans or
assessments that are believed to be reasonable as of the date of this 10-Q.
Factors that may cause actual results, goals, targets or objectives to differ
materially from those contemplated, projected, forecast, estimated, anticipated,
planned or budgeted in such forward-looking statements include, among others,
the factors outlined in this 10-Q, changes in oil companies' decisions as to the
type and origination point of the crude that it produces, changes in the amount
of imported petroleum products, competition for marine transportation, domestic
and international oil consumption, the continuation of federal law restricting
United States point-to-point maritime shipping to U.S. vessels (the Jones Act),
demand for petroleum products, future spot market rates, changes in interest
rates, the effect of war or terrorists activities and the general financial,
economic, environmental and regulatory conditions affecting the oil and marine
transportation industry in general. Given such uncertainties, current or
prospective investors are cautioned not to place undue reliance on any such
forward-looking statements. These factors may cause the Company's actual results
to differ materially from any forward-looking statement.
Although the Company believes that the expectations in the forward-looking
statements are reasonable, the Company cannot guarantee future results, levels
of activity, performance, growth, earnings per share or achievements. However,
neither the Company nor any other person assumes responsibility for the accuracy
and completeness of such statements. The Company is under no duty to update any
of the forward-looking statements after the date of this 10-Q to conform such
statements to actual results.
10
The following discussion should be read in conjunction with the unaudited
financial statements and notes thereto included in Part I Item 1 of this Form
10-Q and the audited financial statements and notes thereto and Management's
Discussion and Analysis of Financial Condition and Results of Operations for the
year ended December 31, 2002 contained in the Company's Annual Report on Form
10-K for the year ended December 31, 2002.
Results of Operations
- ---------------------
Time Charter Equivalent ("TCE") is a commonly used industry measure where direct
voyage costs are deducted from revenue. Maritrans enters into various types of
charters, some of which involve the customer paying substantially all voyage
costs, while other types of charters involve Maritrans paying some or
substantially all of the voyage costs. The Company's management believes that
the presentation of TCE revenue provides useful information regarding the
Company's financial condition and results of operation because TCE revenue
essentially nets the voyage costs and voyage revenue to yield a measure that is
comparable between periods regardless of the types of charters utilized. These
voyage costs are included in the "Operations expense" line item in the Condensed
Consolidated Statements of Income. TCE revenue is a non-GAAP financial measure
and a reconciliation of TCE revenue to revenue, the most directly comparable
GAAP measure, is set forth below.
Three Month Comparison
- ----------------------
TCE revenue for the quarter ended June 30, 2003 compared to the quarter ended
June 30, 2002 is as follows:
6/30/03 6/30/02
------- -------
Voyage revenue $36,212 $32,468
Voyage costs 5,776 4,970
------- -------
Time Charter Equivalent $30,436 $27,498
======= =======
TCE revenue increased from $27.5 million to $30.4 million, an increase of $2.9
million or 11 percent, over the comparable quarter in 2002. Vessel utilization,
as measured by revenue days divided by calendar days available, increased from
82.6 percent in the second quarter of 2002 to 86.8 percent in the second quarter
of 2003. The increase in utilization had a positive impact on voyage revenue and
resulted from fewer vessels out of service time for maintenance in the second
quarter of 2003 compared to the second quarter of 2002. In the second quarter of
2002, the MARITRANS 254 was taken out of service for her double hull rebuild. No
vessels were out of service in the second quarter of 2003 for double-hulling.
The Company will experience decreased utilization in the remainder of 2003 as
the OCEAN STATES enters the shipyard for her double hull rebuild. Barrels of
cargo transported increased from 43.3 million in the second quarter of 2002 to
46.8 million in the second quarter of 2003.
11
The majority of the Company's fleet was deployed in contract business in the
second quarter of 2003 with limited exposure to the Jones Act shipping spot
market. Increased demand for the Company's services resulted from the high
contract utilization as well as market demand to supply inventories to the
Northeastern U.S. and demand for gasoline additives on the West Coast.
While most of the vessel utilization resulted from contract business in the
second quarter of 2003, spot market rates attained on vessels working in that
market were higher than in the same period in 2002. This primarily resulted from
customer demand to rebuild product inventories. Refined foreign product imports,
particularly from Europe, continue to have a dampening effect on demand for
Jones Act transportation of refined products into the eastern U.S in 2003.
Voyage costs increased from $5.0 million in the second quarter of 2002 to $5.8
million in the second quarter of 2003, an increase of $0.8 million or 16
percent. Fuel costs increased $0.4 million as the average price per gallon of
fuel was approximately 24 percent higher than the same quarter in 2002. Port
charges increased $0.4 million as a result of increased utilization and
additional trips through the Panama Canal compared to the same quarter in 2002.
Operations expense, excluding voyage costs discussed above, of $12.3 million in
the second quarter of 2003 was consistent with $12.3 million in the second
quarter of 2002. Maintenance expenses increased $2.1 million or 58 percent from
$3.6 million in the second quarter of 2002 to $5.7 million in the second quarter
of 2003. Routine maintenance incurred during voyages and in port increased $0.4
million from the second quarter of 2002 to the second quarter of 2003. Expenses
accrued for maintenance in shipyards increased $1.6 million from the second
quarter of 2002 to the second quarter of 2003. The Company continually reviews
upcoming shipyard costs. As a result, in the second half of 2002 the Company
increased its shipyard accrual rate to reflect the expected rise in costs
resulting from an increase in regulatory and customer vetting requirements,
which increases the scope and frequency of maintenance performed in the shipyard
and results in increased costs. This higher accrual rate continues throughout
2003.
Gain on sale of assets in the second quarter of 2003 of $1.1 million consists of
a pre-tax gain on the sale of property not used in operations.
Operating income in the second quarter of 2003 increased compared to the second
quarter of 2002 as a result of the aforementioned changes in revenue and
expenses.
12
Net income for the second quarter of 2003 increased compared to the second
quarter of 2002 due to the aforementioned changes in revenue and expenses.
Six Month Comparison
- --------------------
TCE revenue for the six months ended June 30, 2003 compared to the six months
ended June 30, 2002 is as follows:
6/30/03 6/30/02
------- -------
Voyage revenue $72,141 $63,791
Voyage costs 12,861 9,350
------- -------
Time Charter Equivalent $59,280 $54,441
======= =======
TCE revenue increased from $54.4 million in the six months ended June 30, 2002
to $59.3 million in the six months ended June 30, 2003, an increase of $4.9
million or 9 percent. Vessel utilization, as measured by revenue days divided by
calendar days available, increased from 82.8 percent in the six months ended
June 30, 2002 to 88.1 percent in the six months ended June 30, 2003. The
increase in utilization had a positive impact on voyage revenue and resulted
from fewer vessels out of service time for maintenance in the six months ended
June 30,2003 compared to the six months ended June 30, 2002. In the second
quarter of 2002, the MARITRANS 254 was taken out of service for her double hull
rebuild. No vessels were out of service in the six months ended June 30, 2003
for double-hulling. The Company will experience decreased utilization in the
remainder of 2003 as the OCEAN STATES enters the shipyard for her double hull
rebuild. Barrels of cargo transported increased from 86.2 million in the six
months ended June 30, 2002 to 92.3 million in the six months ended June 30,2003.
The majority of the Company's fleet was deployed in contract business in 2003 in
the first six months of 2003 with limited exposure to the Jones Act shipping
spot market. There was increased demand for the Company's services in the
current year compared to 2002 due to contract business, high refinery margins
experienced by the Philadelphia area refineries in the first quarter of 2003 and
the need to supply inventories to the Northeastern U.S. and added demand for
gasoline additives on the West Coast in the second quarter of 2003.
Spot market rates were higher than the same six month period in 2002. The spot
market rate increase in the first quarter of 2003 was driven primarily by
increased fuel prices. These increased fuel prices were caused by tightened fuel
availability due to supply disturbances resulting from the war with Iraq, the
oil industry strike in Venezuela and seasonal U.S. Gulf refinery maintenance
plus increased distillate demand caused by the cold winter in the Northeastern
U.S. As a result of these supply and demand factors, refined product inventories
throughout the US reached extremely low levels by the beginning of the second
quarter of 2003. Due to the greater availability of refined product supplies as
the US Gulf refineries came back online and added demand for gasoline additives
on the West Coast, there was increased demand for Jones Act transportation which
had a significant impact on the spot market rates in the second quarter of 2003.
Refined foreign product imports, particularly from Europe, continue to have a
dampening effect on demand for Jones Act transportation of refined products into
the eastern U.S. in 2003.
13
The Company expects spot market rates in the third and fourth quarters of 2003
will be higher than in the same periods in 2002 as the U.S. economy improves,
although rates will continue to be negatively affected by the volume of European
imports. Due to contractual commitments, the Company will continue to have
limited exposure to the Jones Act shipping spot market in the second half of
2003.
Voyage costs increased from $9.4 million in the six months ended June 30, 2002
to $12.9 million in the six months ended June 30, 2003, an increase of $3.5
million or 37 percent. Most of the increase was driven by higher fuel costs.
Fuel costs increased $2.8 million or 51 percent compared to the same six month
period in 2002. Port charges increased $0.7 million as a result of increased
utilization and a higher volume of trips through the Panama Canal in the six
months ended June 30, 2003 compared to the six months ended June 30, 2002.
Operations expense, excluding voyage costs discussed above, increased from $23.6
million in the six months ended June 30, 2002 to $24.1 million in the six month
ended June 30, 2003, an increase of $0.5 million. Maintenance expenses increased
$2.5 million or 33 percent from $7.5 million in the six months ended June 30,
2002 to $10.0 million in the six months ended June 30, 2003. Expenses incurred
for maintenance in shipyards caused the increase in maintenance costs. The
Company continually reviews upcoming shipyard costs. As a result, in the second
half of 2002 the Company increased its shipyard accrual rate to reflect the
expected rise in costs resulting from an increase in regulatory and customer
vetting requirements, which increases the scope and frequency of maintenance
performed in the shipyard and results in increased costs. This higher accrual
rate continues throughout 2003.
Gain on sale of assets in the six months ended June 30, 2003 of $1.1 million
consists of a pre-tax gain on the sale of property not used in operations.
Operating income in the six months ended June 30, 2003 increased compared to the
six months ended June 30, 2002 as a result of the aforementioned changes in
revenue and expenses.
Net income for the six months ended June 30, 2003 increased compared to the six
months ended June 30, 2002 due to the aforementioned changes in revenue and
expenses.
Liquidity and Capital Resources
- -------------------------------
For the six months ended June 30, 2003, funds provided by operating activities
were $23.6 million. These funds, augmented by the Company's Credit Facility,
were sufficient to meet debt service obligations and loan agreement
restrictions, to make capital acquisitions and improvements and to allow the
Company to pay a dividend in the current quarter.
14
Management believes funds provided by operating activities, augmented by the
Company's Credit Facility, described below, and investing activities, will be
sufficient to finance operations, anticipated capital expenditures, lease
payments and required debt repayments for the foreseeable future. While
dividends have been made quarterly in each of the last two years, there can be
no assurance that the dividend will continue. The ratio of total debt to
capitalization is .43:1 at June 30, 2003 compared to .50:1 at December 31, 2002.
On February 9, 1999, the Board of Directors authorized a share buyback program
for the acquisition of up to one million shares of the Company's common stock,
which represented approximately 8 percent of the 12.1 million shares outstanding
at that time. In February 2000 and again in February 2001, the Board of
Directors authorized the acquisition of an additional one million shares in the
program. The total authorized shares under the buyback program are three
million. As of June 30, 2003, 2,485,442 shares have been purchased under the
plan and financed by internally generated funds. The Company intends to hold the
majority of the shares as treasury stock, although some shares will be used for
employee compensation plans and others may be used for acquisition currency
and/or other corporate purposes.
In November 2001, the Company entered into a credit facility, discussed in "Debt
Obligations and Borrowing Facility" below. The amortization of the term portion
of the facility calls for escalating payments over the life of the debt. The
Credit Facility (as defined below) requires the Company to maintain its
properties in a specific manner, maintain specified insurance on its properties
and business, and abide by other covenants, which are customary with respect to
such borrowings. The Credit Facility also requires the Company to meet certain
financial covenants. If the Company fails to comply with any of the covenants
contained in the Credit Facility, the Lenders may foreclose on the collateral or
call the entire balance outstanding on the Credit Facility immediately due and
payable. The Company was in compliance with all applicable covenants at June 30,
2003.
Total future commitments and contingencies related to the Company's outstanding
Credit Facility and noncancellable operating leases, as of June 30, 2003, are as
follows:
($000's)
2003* 2004 2005 2006 2007 Thereafter Total
---- ---- ---- ---- ---- ---------- -----
Debt Obligations $3,000 $7,500 $11,000 $13,500 $20,500 $ -- $55,500
Contractual
Obligations 5,000 4,000 -- -- -- -- 9,000
Operating Leases 227 507 457 407 421 1,001 3,020
------ ------- ------- ------- ------- ------ -------
Total $8,227 $12,007 $11,457 $13,907 $20,921 $1,001 $67,520
====== ======= ======= ======= ======= ====== =======
* For the period July 1, 2003 through December 31, 2003.
15
In November 2002, the Company awarded a contract to rebuild a fifth large single
hull barge, the OCEAN STATES, to a double hull configuration, which is expected
to have a total cost of approximately $21 million, of which $18 million is a
fixed contract with the shipyard. As of June 30, 2003, $9.0 million has been
paid to the shipyard contractor for the project. The Company has financed, and
expects to continue the financing of, this project from a combination of
internally generated funds and borrowings under the Company's Credit Facility.
Debt Obligations and Borrowing Facility
- ---------------------------------------
In November 2001, the Company entered into an $85 million credit and security
agreement ("Credit Facility") with Citizens Bank (formerly Mellon Bank N.A.) and
a syndicate of other financial institutions ("Lenders"). Pursuant to the terms
of the Credit Facility, the Company could borrow up to $45 million of term loans
and up to $40 million under a revolving credit facility. Interest is variable
based on either the LIBOR rate plus an applicable margin (as defined in the
Credit Facility) or prime rate. Principal payments on the term loans are
required on a quarterly basis and began in April 2002. The Credit Facility
expires in January 2007. The Company has granted first preferred ship mortgages
and a first security interest in some of the vessels and other collateral to the
Lenders as a guarantee of the debt. At June 30, 2003, there was $38.5 million of
term loans outstanding under the Credit Facility and $17 million outstanding
under the revolving line of credit.
Critical Accounting Policies
- ----------------------------
Maintenance and Repairs
Provision is made for the cost of upcoming major periodic overhauls of vessels
and equipment in advance of performing the related maintenance and repairs.
Based on the Company's methodology, approximately one-third of this estimated
cost is included in accrued shipyard costs as a current liability with the
remainder classified as long-term. Although the timing of the actual
disbursements have fluctuated over the years, particularly as a result of
changes in the size of the fleet and timing of the large maintenance projects,
the classification has been in line with the actual disbursements over time. The
Company believes that providing for such overhauls in advance of performing the
related maintenance and repairs provides a more appropriate view of the
financial position of the Company at any point in time.
In September 2001, the rulemaking body of the AICPA issued an Exposure Draft on
a Statement of Position, "Accounting for Certain Costs and Activities Related to
Property, Plant, and Equipment" (the "Proposed Statement"). This group, referred
to as AcSEC, recently decided that it will no longer issue accounting guidance
and planned to transition the majority of its projects to the FASB. However, the
FASB subsequently requested that AcSEC address certain portions of the Proposed
Statement in smaller scope projects. The FASB expressed their concern that the
project would not be completed timely, by AcSEC or the FASB, if the scope of the
project was not reduced. At this time, it is unclear whether the Proposed
Statement will be issued or in what form.
16
If the existing Proposed Statement is issued, it would require the Company to
modify its accounting policy for maintenance and repairs. Such costs would no
longer be accrued in advance of performing the related maintenance and repairs;
rather, the Proposed Statement requires these costs to be capitalized and
amortized over their estimated useful life. The Company has not yet quantified
the impact of adopting the Proposed Statement on its financial statements;
however, the Company's preliminary assessment is that the adoption of this
pronouncement would increase the value of vessels and equipment, decrease the
shipyard accrual and increase stockholders' equity of the Company.
Impact of Recent Accounting Pronouncements
- ------------------------------------------
In April 2002, the Financial Accounting Standards Board issued Statements of
Financial Accounting Standards No. 145, "Rescission of FASB Statements No. 4, 44
and 64, Amendment of FASB Statement No. 13 and Technical Corrections" ("SFAS
145"). SFAS 145 requires, among other things, gains or losses of extinguishment
of debt to be classified as income (loss) from continuing operations rather than
as an extraordinary item, unless such extinguishment is determined to be
extraordinary pursuant to Accounting Principles Board Opinion No. 30, "Reporting
the Results of Operations - Reporting the Effects of a Disposal of a Segment of
a Business and Extraordinary, Unusual, and Infrequently Occurring Transactions"
("Opinion 30"). The provisions of SFAS 145 related to the rescission of SFAS 4
are effective for fiscal years beginning after May 15, 2002. Any gain or loss on
extinguishment of debt that was classified as an extraordinary item in prior
periods presented that does not meet the criteria in Opinion 30 for
classification as an extraordinary item must be reclassified.
The Company adopted the provisions of SFAS 145 beginning January 1, 2003 and
accordingly, will reclassify the loss of $2.5 million on the retirement of debt
which occurred in the fourth quarter of 2001 from an extraordinary item to a
separate component of income before taxes in the Consolidated Statement of
Income in the Company's Form 10-K for the period ended December 31, 2003.
In December 2002, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards No. 148, "Accounting for Stock-Based
Compensation - Transition and Disclosure" ("SFAS 148"). SFAS 148 amends FASB
Statement No. 123, "Accounting for Stock-Based Compensation" ("SFAS 123"), to
provide three alternative methods of transition for a voluntary change to the
fair value based method of accounting for stock-based employee compensation. In
addition, SFAS 148 also amends the disclosure provisions of SFAS 123 and APB
Opinion No. 28, "Interim Financial Reporting". SFAS 148 is effective for fiscal
years ending after December 15, 2002, with certain disclosure requirements
effective for interim periods beginning after December 15, 2002. The Company
adopted the transition provisions of SFAS 148 using the prospective method
beginning January 1, 2003. The prospective method requires the Company to
recognize the fair value of all employee stock awards in its consolidated
financial statements of income beginning on the date of adoption.
17
ITEM 3. QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK
The principal market risk to which the Company is exposed is a change in
interest rates on debt instruments. The Company manages its exposure to changes
in interest rate fluctuations by optimizing the use of fixed and variable rate
debt. As of June 30, 2003, all of the Company's debt is variable rate debt. The
table below presents principal cash flows by year of maturity. Variable interest
rates disclosed fluctuate with the LIBOR and federal fund rates. The weighted
average rate at June 30, 2003 was 3.15%.
Expected years of maturity
- --------------------------
($000's) 2003* 2004 2005 2006 2007 Total
----- ---- ---- ---- ---- -----
Long-term debt,including current portion $3,000 $7,500 $11,000 $13,500 $20,500 $55,500
* For the period July 1, 2003 through December 31, 2003
ITEM 4. CONTROLS AND PROCEDURES
(a) Evaluation of Disclosure Controls and Procedures
The Company's management, with the participation of the Company's Chief
Executive Officer and Chief Financial Officer, evaluated the effectiveness the
Company's disclosure controls and procedures as of the end of the period covered
by this report. Based on that evaluation, the Chief Executive Officer and Chief
Financial Officer concluded that the Company's disclosure controls and
procedures as of the end of the period covered by this report have been designed
and are functioning effectively to provide reasonable assurance that the
information required to be disclosed by the Company in reports filed under the
Securities Exchange Act of 1934 is recorded, processed, summarized and reported
within the time periods specified in the SEC's rules and forms. The Company
believes that a controls system, no matter how well designed and operated,
cannot provide absolute assurance that the objectives of the controls system are
met, and no evaluation of controls can provide absolute assurance that all
control issues and instances of fraud, if any, within a company have been
detected.
18
(b) Change in Internal Control over Financial Reporting
No change in the Company's internal control over financial reporting occurred
during the Company's most recent fiscal quarter that has materially affected, or
is reasonably likely to materially affect, the Company's internal control over
financial reporting.
Part II: OTHER INFORMATION
ITEM 1. Legal Proceedings
-----------------
In 1996, Maritrans filed suit against the United States government under the
Fifth Amendment to the U.S. Constitution for "taking" Maritrans' tank barges
without just compensation. The Fifth Amendment specifically prohibits the United
States government from taking private property for public use without just
compensation. Maritrans asserts that its vessels were taken by Section 4115 of
OPA, which prohibits all existing single-hull tank vessels from operating in
U.S. waters under a retirement schedule that began January 1, 1995, and ends on
January 1, 2015. This OPA provision will force Maritrans to remove its
single-hull barges from service commencing on January 1, 2005 or rebuild them,
thus depriving the Company of their continued use for a significant portion of
their remaining economic lives. In December 2001, the United States Court of
Federal Claims ruled that the OPA double hull requirement did not constitute a
taking of Maritrans' vessels. The Company is currently appealing the decision.
On February 7, 2003, Oral Argument was held before the Court of Appeals for the
Federal Circuit on Maritrans' appeal. The Company anticipates receiving a
decision in 2003.
The Company is engaged in patent infringement litigation against a competitor
arising out of the Company's double-hull patent. In 2001, Maritrans obtained a
patent for its process and methodology of rebuilding single hull tank vessels
into double hull vessels. In September, 2001, Penn Maritime, Inc. filed a suit
against Maritrans in the U.S. District Court for the Southern District of New
York (Penn Maritime, Inc. v. Maritrans Inc.) to invalidate the patent, and, in
addition, sought damages of $3 million and an injunction restraining Maritrans
from enforcing its patent. Maritrans challenged the jurisdiction of the Court in
New York, and on March 31, 2003 the Court dismissed the action. On April 3,
2003, Maritrans sued Penn Maritime, Inc. in U.S. District Court for the Middle
District of Florida. (Maritrans Inc. v. Penn Maritime, Inc.) for patent
infringement, misappropriation of Maritrans' trade secrets, and other causes of
action. Penn Maritime, Inc. has filed an answer and counterclaim which
essentially reiterates the claims made in its original suit, and discovery is
expected to commence shortly. Maritrans believes Penn Maritime, Inc.'s claims to
be without merit.
In December 1999, Maritrans sold 18 vessels from its Northeast fleet to K-Sea
Transportation. The purchaser alleged that Maritrans breached warranties in the
contract of sale pertaining to one of the vessels and initiated binding
arbitration to recover damages arising from the alleged breach.
19
The purchaser claimed damages of approximately $1.5 million. On
January 24, 2002, the arbitrators concluded that the Company had technically,
if inadvertently,breached a warranty, but also concluded that much of K-Sea's
claim was not attributable to Maritrans. The arbitrator deemed that K-Sea was
two-thirds at fault for its damages and Maritrans one-third. The Company was
ordered to pay $334,546, including pre-judgment interest to K-Sea
Transportation, which the Company paid in the first quarter of 2003. The award
is not subject to appeal.
ITEM 6. Exhibits and Reports on Form 8-K
--------------------------------
(a) Exhibits
31.1 - Certification of Chief Executive Officer, pursuant to
Rule 13a-14(a) under the Securities Exchange Act of 1934, filed
under Exhibit 31 of Item 601 of Regulation S-K.
31.2 - Certification of Chief Financial Officer, pursuant to
Rule 13a-14(a) under the Securities Exchange Act of 1934, filed
under Exhibit 31 of Item 601 of Regulation S-K.
32.1 - Certification of Chief Executive Officer, pursuant to 18
U.S.C. Section 1350, furnished under Exhibit 32 of Item 601 of
Regulation S-K.
32.2 - Certification of Chief Financial Officer, pursuant to 18
U.S.C. Section 1350, furnished under Exhibit 32 of Item 601 of
Regulation S-K.
(b) Reports on Form 8-K
On May 5, 2003, the Registrant filed a Current Report on Form
8-K for the purpose of furnishing the press release announcing
its earnings for the first quarter of 2003.
20
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
MARITRANS INC.
(Registrant)
By: Walter T. Bromfield Dated: August 4, 2003
----------------------------
Walter T. Bromfield
Chief Financial Officer
(Principal Financial Officer)
By: Judith M. Cortina Dated: August 4, 2003
----------------------------
Judith M. Cortina
Controller
(Principal Accounting Officer)
21