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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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 SEPTEMBER 30, 2003
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 000-49717
CROWLEY MARITIME CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 94-3148464
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
155 GRAND AVENUE, OAKLAND, CALIFORNIA 94612
(Address of principal executive offices) (Zip Code)
(510) 251-7500
(Registrant's telephone number, including area code)
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
filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
As of November 12, 2003, 89,422 shares of voting common stock, $.01 par
value per share, and 46,138 shares of Class N non-voting common stock, $.01 par
value per share, were outstanding.
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TABLE OF CONTENTS
PAGE
----
PART I -- FINANCIAL INFORMATION
Item 1. Financial Statements........................................ 2
Unaudited Condensed Consolidated Statements of Operations
for the Three and Nine Months Ended September 30, 2003 and
2002........................................................ 2
Unaudited Condensed Consolidated Balance Sheets as of
September 30, 2003 and December 31, 2002.................... 3
Unaudited Condensed Consolidated Statement of Stockholders'
Equity for the Nine Months Ended September 30, 2003......... 4
Unaudited Condensed Consolidated Statements of Cash Flows
for the Nine Months Ended September 30, 2003 and 2002....... 5
Notes to Unaudited Condensed Consolidated Financial
Statements for the Three and Nine Months Ended September 30,
2003 and 2002............................................... 6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations................................... 13
Item 3. Quantitative and Qualitative Disclosures about Market
Risk........................................................ 21
Item 4. Controls and Procedures..................................... 21
PART II -- OTHER INFORMATION
Item 1. Legal Proceedings........................................... 22
Item 6. Exhibits and Reports on Form 8-K............................ 23
SIGNATURES........................................................... 24
1
PART I -- FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
CROWLEY MARITIME CORPORATION AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
THREE MONTHS NINE MONTHS
ENDED SEPTEMBER 30, ENDED SEPTEMBER 30,
------------------- -------------------
2003 2002 2003 2002
-------- -------- -------- --------
OPERATING REVENUES................................. $276,071 $275,062 $737,272 $739,170
EXPENSES:
Operating........................................ 233,640 225,645 645,338 649,473
General and administrative....................... 8,075 10,138 24,177 27,063
Depreciation and amortization.................... 15,778 13,550 44,927 40,519
Asset recoveries................................. (24) (3,743) (1,605) (4,489)
-------- -------- -------- --------
257,469 245,590 712,837 712,566
-------- -------- -------- --------
OPERATING INCOME................................... 18,602 29,472 24,435 26,604
OTHER INCOME (EXPENSE):
Interest income.................................. 32 285 235 492
Interest expense................................. (5,392) (4,348) (15,852) (11,264)
Minority interest in consolidated subsidiaries... 541 (102) 1,347 374
Other income..................................... (7) (51) 155 209
-------- -------- -------- --------
(4,826) (4,216) (14,115) (10,189)
-------- -------- -------- --------
INCOME BEFORE INCOME TAXES......................... 13,776 25,256 10,320 16,415
Income tax expense................................. 5,800 9,200 4,200 6,000
-------- -------- -------- --------
INCOME BEFORE CUMULATIVE EFFECT OF CHANGE IN
ACCOUNTING PRINCIPLE............................. 7,976 16,056 6,120 10,415
Cumulative effect of change in accounting
principle, net of tax benefit of $257............ -- -- (420) --
-------- -------- -------- --------
NET INCOME......................................... 7,976 16,056 5,700 10,415
Preferred stock dividends.......................... (393) (393) (1,181) (1,272)
-------- -------- -------- --------
NET INCOME ATTRIBUTABLE TO COMMON SHAREHOLDERS..... $ 7,583 $ 15,663 $ 4,519 $ 9,143
======== ======== ======== ========
Basic earnings per common share.................... $ 55.73 $ 115.19 $ 33.24 $ 67.20
Diluted earnings per common share.................. $ 49.14 $ 98.97 $ 33.24 $ 63.61
The accompanying notes are an integral part of the
Unaudited Condensed Consolidated Financial Statements.
2
CROWLEY MARITIME CORPORATION AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
AS OF SEPTEMBER 30, 2003 AND DECEMBER 31, 2002
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
SEPTEMBER 30, DECEMBER 31,
2003 2002
------------- ------------
ASSETS
Cash and cash equivalents................................... $ 31,707 $ 43,575
Receivables, net............................................ 160,564 147,346
Prepaid expenses and other assets........................... 48,213 41,805
-------- --------
TOTAL CURRENT ASSETS........................................ 240,484 232,726
Receivable from related party............................... 17,012 16,936
Goodwill.................................................... 44,786 45,097
Intangibles, net............................................ 15,586 14,211
Other assets................................................ 35,861 21,429
Property and equipment, net................................. 539,581 552,895
-------- --------
TOTAL ASSETS................................................ $893,310 $883,294
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable and accrued liabilities.................... $ 90,419 $102,971
Accrued payroll and related expenses........................ 48,082 38,850
Insurance claims payable.................................... 15,332 11,370
Unearned revenue............................................ 5,644 9,529
Current portion of long-term debt........................... 28,763 29,357
-------- --------
TOTAL CURRENT LIABILITIES................................... 188,240 192,077
Deferred income taxes....................................... 85,578 76,770
Deferred gain............................................... 3,348 5,356
Other liabilities........................................... 14,021 14,176
Long-term liabilities of discontinued operations............ 5,875 6,398
Minority interests in consolidated subsidiaries............. 5,198 4,568
Long-term debt, net of current portion...................... 298,355 296,019
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Preferred class A convertible stock, $100 par value, 315,000
shares issued, authorized and outstanding................. 31,500 31,500
Common voting stock, $.01 par value, 4,485,000 shares
authorized; 89,426 and 89,710 shares issued and
outstanding at September 30, 2003 and December 31, 2002,
respectively.............................................. 1 1
Class N common non-voting stock, $.01 par value, 54,500
shares authorized; 46,138 shares outstanding.............. -- --
Additional paid-in capital.................................. 67,354 67,540
Retained earnings........................................... 200,239 195,994
Accumulated other comprehensive loss, net of tax benefit of
$3,606 and $3,997, respectively........................... (6,399) (7,105)
-------- --------
TOTAL STOCKHOLDERS' EQUITY.................................. 292,695 287,930
-------- --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY.................. $893,310 $883,294
======== ========
The accompanying notes are an integral part of the
Unaudited Condensed Consolidated Financial Statements.
3
CROWLEY MARITIME CORPORATION AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003
(IN THOUSANDS, EXCEPT SHARE AMOUNTS)
PREFERRED CLASS A CLASS N ACCUMULATED
CONVERTIBLE STOCK COMMON STOCK COMMON STOCK ADDITIONAL OTHER
------------------- ------------------ ------------------ PAID-IN RETAINED COMPREHENSIVE
SHARES PAR VALUE SHARES PAR VALUE SHARES PAR VALUE CAPITAL EARNINGS LOSS
------- --------- ------ --------- ------ --------- ---------- -------- -------------
December 31, 2002......... 315,000 $31,500 89,710 $1 46,138 $ -- $67,540 $195,994 $(7,105)
Stock retired from
employee benefit
plans................... -- -- (284) -- -- -- (186) (274) --
Preferred stock
dividends............... -- -- -- -- -- -- -- (1,181) --
Comprehensive Income:
Net income.............. -- -- -- -- -- -- -- 5,700 --
Other comprehensive
loss:
Foreign currency
translation
adjustments, net of
tax benefit of
$57................. -- -- -- -- -- -- -- -- (88)
Rate lock agreement,
net of tax expense
of $448............. -- -- -- -- -- -- -- -- 794
Total comprehensive
income.................. -- -- -- -- -- -- -- --
------- ------- ------ -- ------ ----- ------- -------- -------
September 30, 2003........ 315,000 $31,500 89,426 $1 46,138 $ -- $67,354 $200,239 $(6,399)
======= ======= ====== == ====== ===== ======= ======== =======
TOTAL
--------
December 31, 2002......... $287,930
Stock retired from
employee benefit
plans................... (460)
Preferred stock
dividends............... (1,181)
Comprehensive Income:
Net income..............
Other comprehensive
loss:
Foreign currency
translation
adjustments, net of
tax benefit of
$57.................
Rate lock agreement,
net of tax expense
of $448.............
Total comprehensive
income.................. 6,406
--------
September 30, 2003........ $292,695
========
The accompanying notes are an integral part of the
Unaudited Condensed Consolidated Financial Statements.
4
CROWLEY MARITIME CORPORATION AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002
(IN THOUSANDS)
SEPTEMBER 30, SEPTEMBER 30,
2003 2002
------------- -------------
OPERATING ACTIVITIES:
Net income................................................ $ 5,700 $ 10,415
Adjustments to reconcile net income to net cash provided
by operating activities:
Cumulative effect of change in accounting principle....... 420 --
Depreciation and amortization............................. 44,927 40,519
Amortization of deferred gain on the sale and leaseback of
vessels................................................. (2,008) (2,009)
Asset recoveries, net..................................... (1,605) (4,489)
Change in cash surrender value of life insurance.......... (76) 2,436
Deferred income tax provision............................. 2,749 6,446
Changes in current assets and liabilities:
Receivables, net........................................ (9,190) (23,250)
Prepaid expenses and other.............................. (6,574) (4,330)
Accounts payable and accrued liabilities................ 3,082 (3,772)
Accrued payroll and related expenses.................... 9,235 6,829
Other..................................................... (5,483) (946)
-------- --------
Net cash provided by continuing operations.............. 41,177 27,849
Net cash used in discontinued operations................ (1,356) (1,209)
-------- --------
Net cash provided by operating activities............... 39,821 26,640
-------- --------
INVESTING ACTIVITIES:
Property and equipment additions.......................... (15,174) (74,408)
Dry-docking costs......................................... (18,308) (11,594)
Proceeds from asset disposition........................... 3,978 1,785
Proceeds from sale of MTL Petrolink Corp., net of cash
sold.................................................... 500 18,138
Deposits of restricted funds.............................. (1,544) (8,937)
Acquisitions, net of cash acquired........................ (3,357) --
Cash assumed from consolidation of Variable Interest
Entity.................................................. 1,915 --
Payments on receivable from related party................. -- (2,933)
Receipts on notes receivable.............................. 40 306
-------- --------
Net cash used in investing activities................... (31,950) (77,643)
-------- --------
FINANCING ACTIVITIES:
Proceeds from issuance of debt............................ 60,909 102,906
Borrowings on Revolving Credit Agreement.................. 20,000 50,000
Repayments on Revolving Credit Agreement.................. (15,000) (25,000)
Payments on long-term debt................................ (75,367) (68,338)
Debt issuance costs....................................... (279) (6,400)
Payment of rate lock agreement............................ (7,967) --
Payment of preferred stock dividends...................... (1,575) (1,757)
Redemption of preferred stock............................. -- (2,367)
Retirement of common stock................................ (460) (256)
-------- --------
Net cash (used in) provided by financing activities..... (19,739) 48,788
-------- --------
Net decrease in cash and cash equivalents............... (11,868) (2,215)
Cash and cash equivalents at beginning of period........ 43,575 33,421
-------- --------
Cash and cash equivalents at end of period.............. $ 31,707 $ 31,206
======== ========
The accompanying notes are an integral part of the
Unaudited Condensed Consolidated Financial Statements.
5
CROWLEY MARITIME CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
NOTE 1 -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with accounting principles generally accepted in the
United States of America and the rules and regulations of the Securities and
Exchange Commission which apply to interim financial statements. These unaudited
condensed consolidated financial statements do not include all disclosures
provided in the annual financial statements and should be read in conjunction
with the financial statements and notes thereto contained in the Form 10-K for
Crowley Maritime Corporation (the "Company") as filed with the Securities and
Exchange Commission on March 19, 2003 as amended by Amendment No. 1 thereto
filed with the Securities and Exchange Commission on March 24, 2003.
All adjustments of a normal recurring nature which, in the opinion of
management, are necessary to present a fair statement of the results of
operations, financial condition and cash flows for the interim periods have been
made. Results of operations for the three and nine month periods ended September
30, 2003 are not necessarily indicative of the results that may be expected for
the full year.
NEW ACCOUNTING STANDARDS
Statement of Financial Accounting Standards 149, "Amendment to Statement
133 on Derivative Instruments and Hedging Activities" ("SFAS 149"), addresses
certain decisions made by the Financial Accounting Standards Board as part of
the Derivatives Implementation Group process. In general, SFAS 149 is effective
for contracts entered into or modified after June 30, 2003 and for hedging
relationships designated after June 30, 2003. The provisions of SFAS 149 shall
be applied prospectively.
SFAS 150, "Accounting for Certain Financial Instruments with
Characteristics of Both Liabilities and Equity" addresses how an issuer
classifies and measures certain financial instruments with characteristics of
both liabilities and equity. The provisions of SFAS 150 are effective for
financial instruments entered into or modified after May 31, 2003, and otherwise
is effective July 1, 2003.
The Company adopted SFAS 149 and SFAS 150 on July 1, 2003. The adoption of
these standards did not have a material impact on the Company's financial
position, results of operations or cash flows.
NOTE 2 -- CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE
In January 1997, Marine Transport Corporation ("MTC"), a wholly owned
subsidiary of the Company, arranged a transaction with an unconsolidated
Variable Interest Entity (the "VIE") by which MTC: (a) sold a vessel to the VIE;
(b) time chartered the vessel back from the VIE; and (c) time chartered the
vessel to a third party. As consideration for the sale of the vessel, MTC
received from the VIE a total of: (a) approximately $40,000 in cash; and (b) a
note receivable for $9,000. After considering certain characteristics of the
note receivable, it was subsequently recorded at its estimated net realizable
value of $3,000. In August of 1999, MTC negotiated the termination of the time
charters and arranged a series of bareboat charters for the vessel with periods
that extend through November 2006. In January of 2000, MTC received
approximately $25,000 from the VIE after the VIE borrowed certain additional
amounts from its lenders. Of the approximately $25,000 which was accounted for
as debt, $14,395 was outstanding at December 31, 2002.
Prior to the adoption of Financial Accounting Standards Board
Interpretation No. 46, "Consolidation of Variable Interest Entities" (the
"Interpretation"), the Company followed: (a) EITF 90-15, "Impact of
Nonsubstantive Lessors, Residual Value Guarantees, and Other Provisions in
Leasing Transactions"; and (b) EITF 96-21, "Implementation Issues in Accounting
for Leasing Transactions Involving Special-Purpose Entities" in determining not
to consolidate the VIE. In 1997, an unrelated third party (the "Foundation")
6
CROWLEY MARITIME CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
capitalized the VIE with a substantive equity payment of $1,500, which
represented more than 3% of the total funding of the VIE, in exchange for the
beneficial interests in the VIE.
Financial Accounting Standards Board Interpretation No. 46, "Consolidation
of Variable Interest Entities" (the "Interpretation"), clarified the accounting
treatment of certain entities in which equity investors do not have: (a) the
characteristics of a controlling financial interest; or (b) sufficient equity at
risk for the entity to finance its activities without additional subordinated
financial support from other parties. The Company adopted the Interpretation and
determined that it is the primary beneficiary of the VIE and consolidated the
VIE effective January 1, 2003.
The Company determined that the total third party equity investment in the
VIE at risk, as defined in paragraph 5 of the Interpretation, is $0. While the
Foundation capitalized the VIE with a substantive equity payment during 1997,
the $1,500 used for that payment was donated to the Foundation by MTC just
before it was invested by the Foundation in the VIE. Because the $1,500 was
donated to the Foundation, the Company concluded that the Foundation does not,
according to the Interpretation, have any equity investment at risk.
As a result of recording the assets and liabilities of the VIE at their
fair value, a cumulative effect of change in accounting principle of $420, net
of a $257 deferred tax benefit, ($3.09 per common share) has been recorded in
the Unaudited Condensed Consolidated Statement of Operations. Prior year
consolidated financial statements have not been restated as a result of the
decision to consolidate the VIE.
The consolidation of the VIE resulted in the assumption of the following
assets and liabilities based upon their fair values as of January 1, 2003:
Cash and cash equivalents................................... $ 1,915
Deferred taxes.............................................. 257
Property and equipment, net................................. 14,097
Other liabilities........................................... (3,512)
Minority interest........................................... (1,977)
Long-term debt.............................................. (11,200)
--------
Cumulative effect of change in accounting principle......... $ (420)
========
As a result of the consolidation of the VIE, the outstanding balance of
$25,595 at January 1, 2003 of long-term debt due the VIE's lenders has been
consolidated with the Company's financial statements and is treated as if it is
the Company's debt. As of September 30, 2003, the outstanding balance of this
debt is $22,243. The debt is payable in monthly installments through January
2006 and bears interest at interest rates ranging from 5.0% to 8.35%. As of
September 30, 2003, the debt is collateralized by: (a) the VIE's vessel with a
net book value of $11,852; (b) all other assets of $1,945; and (b) an assignment
of the vessel's earnings. Notwithstanding the accounting requirement to
consolidate the VIE's debt with the Company's financial statements, the VIE's
lender's have no recourse to the general credit of the Company.
NOTE 3 -- ACQUISITIONS
In July 2003, the Company purchased a transportation management company
specializing in the apparel industry, which is included in our Liner Services
segment. The purchase price of $3,357, net of cash acquired,
7
CROWLEY MARITIME CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
will be adjusted for certain working capital adjustments and payments based on
earnings. The purchase price consisted of the following:
Receivables................................................. $ 2,395
Non-compete agreement....................................... 2,372
Property and equipment, net................................. 453
Accrued payroll and related expenses........................ (1,863)
-------
$ 3,357
=======
NOTE 4 -- LONG-TERM DEBT
On January 16, 2003, the Company issued bonds in the amount of $60,909
which are guaranteed pursuant to Title XI of the Merchant Marine Act of 1936 by
the United States Department of Transportation, Maritime Administration. The
bonds bear interest at a fixed rate of 4.96% and are payable in semiannual
installments through 2027. The proceeds from the bonds were used to: (a)
refinance the construction financing arranged to build two articulated tug/barge
units ("ATB's"), the OCEAN RELIANCE/ Barge 550-3 and COASTAL RELIANCE/Barge
550-4; and (b) reimburse the Company for expenditures incurred for their
construction.
On May 29, 2002, the Company entered into a rate lock agreement to fix at
5.45% the underlying benchmark rate on the permanent financing arranged for the
construction of these two ATB's. The permanent financing, which consists of debt
guaranteed pursuant to Title XI of the Merchant Marine Act of 1936, was
concluded on January 16, 2003. Because the rate lock agreement was designated as
a cash flow hedge, the changes in the fair value of the borrowings subject to
the agreement were recognized in other comprehensive income (loss) until the
debt was funded. Effective upon the funding of the debt on January 16, 2003, the
amount recorded in other comprehensive income (loss) will be recognized as an
adjustment to interest expense over the term of the underlying debt agreement
using the effective interest method. The Company's liability under the rate lock
agreement was fixed on January 16, 2003 and resulted in a payment to a financial
institution in the amount of $7,967. The Company amortized $154 and $414 into
interest expense during the three and nine months ended September 30, 2003,
respectively.
In October 2003, the Company received proceeds in the amount of $30,000
from a loan from two financial institutions. The proceeds will be used to fund
working capital. The loan is scheduled to be repaid in 24 quarterly installments
of $1,250 plus interest at LIBOR plus 1.5%. The loan is collateralized by four
vessels.
The Company has received an extension on the expiration date of its
$115,000 Amended and Restated Credit Agreement from October 31, 2004 to January
1, 2005.
8
CROWLEY MARITIME CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
NOTE 5 -- EARNINGS PER COMMON SHARE
The computations for basic and diluted earnings per common share for the
three and nine months ended September 30, 2003 and 2002 are as follows:
THREE MONTHS ENDED NINE MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
------------------ -------------------
2003 2002 2003 2002
-------- ------- -------- --------
Numerator:
Income before cumulative effect of change in
accounting principle...................... $ 7,976 $16,056 $ 6,120 $ 10,415
Less preferred dividends.................. (393) (393) (1,181) (1,272)
-------- ------- -------- --------
Income for basic earnings per common share
before cumulative effect of change in
accounting principle................... 7,583 15,663 4,939 9,143
Cumulative effect of change in accounting
principle................................. -- -- (420) --
-------- ------- -------- --------
Net income for basic earnings per common
share.................................. 7,583 15,663 4,519 9,143
Plus preferred dividends.................. 393 393 -- 1,182
-------- ------- -------- --------
Net income for diluted earnings per common
share.................................. $ 7,976 $16,056 $ 4,519 $ 10,325
======== ======= ======== ========
Denominator:
Basic weighted average shares............. 136,058 135,975 135,944 136,056
======== ======= ======== ========
Diluted weighted average shares........... 162,308 162,225 135,944 162,306
======== ======= ======== ========
Basic earnings per common share:
Income before cumulative effect of change
in accounting principle................ $ 55.73 $115.19 $ 36.33 $ 67.20
Cumulative effect of change in accounting
principle.............................. -- -- (3.09) --
-------- ------- -------- --------
Net income................................ $ 55.73 $115.19 $ 33.24 $ 67.20
======== ======= ======== ========
Diluted earnings per common share:
Income before cumulative effect of change
in accounting principle................ $ 49.14 $ 98.97 $ 36.33 $ 63.61
Cumulative effect of change in accounting
principle.............................. -- -- (3.09) --
-------- ------- -------- --------
Net income................................ $ 49.14 $ 98.97 $ 33.24 $ 63.61
======== ======= ======== ========
The preferred class A convertible stock is anti-dilutive for the nine
months ended September 30, 2003.
9
CROWLEY MARITIME CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
NOTE 6 -- FINANCIAL INFORMATION BY SEGMENT AND GEOGRAPHIC AREA
The table below summarizes certain financial information for each of the
Company's segments and reconciles such information to the unaudited condensed
consolidated financial statements for the three and nine months ended September
30, 2003 and 2002.
OIL AND
SHIP CHEMICAL
ASSIST DISTRIBUTION ENERGY
AND AND AND
LINER ESCORT TRANSPORTATION MARINE SEGMENT CONSOLIDATED
SERVICES SERVICES SERVICES(2) SERVICES TOTAL OTHER(2) ELIMINATION TOTAL
-------- -------- -------------- -------- -------- -------- ----------- ------------
THREE MONTHS ENDED
SEPTEMBER 30, 2003
Operating revenues...... $147,903 $18,379 $ 88,349 $ 21,440 $276,071 -- -- $276,071
Intersegment revenues... -- 131 -- 7,736 7,867 $25,483 $(33,350) --
Depreciation and
amortization.......... 3,197 19 3,636 3,049 9,901 5,877 -- 15,778
Operating income........ 3,237 2,380 12,461 524 18,602 -- -- 18,602
THREE MONTHS ENDED
SEPTEMBER 30, 2002
Operating revenues...... $138,953 $17,555 $ 90,853 $ 27,701 $275,062 -- -- $275,062
Intersegment revenues... 274 317 -- 7,088 7,679 $25,601 $(33,280) --
Depreciation and
amortization.......... 1,948 9 3,963 2,840 8,760 4,790 -- 13,550
Operating income........ 6,169 3,181 14,062 6,060 29,472 -- -- 29,472
NINE MONTHS ENDED
SEPTEMBER 30, 2003
Operating revenues...... $425,236 $55,435 $202,552 $ 54,049 $737,272 -- -- $737,272
Intersegment revenues... -- 572 -- 23,640 24,212 $74,742 $(98,954) --
Depreciation and
amortization.......... 8,031 37 9,979 9,210 27,257 17,670 -- 44,927
Operating income
(loss)................ 10,610 7,938 19,792 (13,905) 24,435 -- -- 24,435
NINE MONTHS ENDED
SEPTEMBER 30, 2002(1)
Operating revenues...... $390,636 $53,055 $226,014 $ 69,465 $739,170 -- -- $739,170
Intersegment revenues... 1,135 931 -- 20,009 22,075 $73,649 $(95,724) --
Depreciation and
amortization.......... 5,487 27 12,290 8,641 26,445 14,074 -- 40,519
Operating income........ 6,763 8,907 9,414 1,520 26,604 -- -- 26,604
- ---------------
(1) MTL Petrolink Corp. was sold on May 15, 2002.
(2) During the second quarter of 2003, the Company contributed a subsidiary from
the Oil and Chemical Distribution and Transportation Services segment to the
Other segment. Intersegment revenues and depreciation and amortization
expenses have been restated for the quarters and nine months ended September
30, 2003 and 2002 to reflect this transaction. There was no effect on the
operating income of either of these segments.
10
CROWLEY MARITIME CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
GEOGRAPHIC AREA INFORMATION
Revenues are attributed to the United States and to all foreign countries
based on the port of origin for the carriage of ocean cargo and the location of
service provided for all other operations. Revenues from external customers
attributable to an individual country, other than the United States, were not
material.
The Company has restated its foreign revenues for the three months ended
September 30, 2002 and the nine months ended September 30, 2003 and 2002, to
include certain foreign revenues previously classified as United States revenue.
Operating revenues from external customers and property and equipment, net
information by geographic area are summarized as follows:
UNITED ALL FOREIGN CONSOLIDATED
STATES COUNTRIES TOTAL
-------- ----------- ------------
THREE MONTHS ENDED SEPTEMBER 30, 2003
Operating revenues......................................... $239,316 $ 36,755 $276,071
THREE MONTHS ENDED SEPTEMBER 30, 2002
Operating revenues......................................... $240,551 $ 34,511 $275,062
NINE MONTHS ENDED SEPTEMBER 30, 2003
Operating revenues......................................... $629,796 $107,476 $737,272
Property and equipment, net................................ $534,788 $ 4,793 $539,581
NINE MONTHS ENDED SEPTEMBER 30, 2002
Operating revenues......................................... $642,940 $ 96,230 $739,170
Property and equipment, net................................ $543,547 $ 6,081 $549,628
NOTE 7 -- COMMITMENTS AND CONTINGENCIES
Environmental costs represent reclamation costs expended by the Company.
Environmental expenditures for reclamation costs that benefit future periods are
capitalized. Expenditures that relate to the remediation of existing conditions
caused by past operations, and which do not contribute to current or future
revenue generation, are expensed. Liabilities are recorded when the Company's
responsibility for remedial efforts is deemed probable and the costs can be
reasonably estimated. The ultimate future environmental costs, however, will
depend on the extent of the contamination of property and the Company's share of
the costs of remediation. Historically, actual provisions for environmental
costs have not differed materially from accrued amounts.
In the second quarter of 2003, the Company reached an agreement with an
insurance underwriter to settle the Company's claim for all costs expended to
date and future costs related to environmental remediation resulting from
incidents prior to 1986. The $1,000 settlement, which reduced claims expense in
the second quarter of 2003, was collected during the third quarter of 2003.
The Company is currently a defendant with respect to approximately fifteen
thousand maritime asbestos cases and other toxic tort cases, most of which were
filed in the Federal Courts in Ohio, Michigan, and New Jersey. Additional cases
were filed in the Territorial Court of the Virgin Islands, and in state courts
in Utah, Pennsylvania, Texas, and Louisiana. Each of the cases, filed on behalf
of a seaman or his personal representative, alleges injury or illness based upon
exposure to asbestos or other toxic substances and sets forth a claim based upon
the theory of negligence under the Jones Act and on the theory of
unseaworthiness under the General Maritime Law. Pursuant to an order issued by
the Judicial Panel on Multidistrict Litigation dated
11
CROWLEY MARITIME CORPORATION AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002
(IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
July 29, 1991, all Federal cases were transferred to the United States District
Court for the Eastern Division of Pennsylvania for pretrial processing. On May
1, 1996, the cases were administratively dismissed by Judge Charles R. Weiner,
subject to reinstatement in the future. At present it is not known how long the
process will require. It is also not known whether Judge Weiner will be able to
develop a plan which will result in settlement of the cases. If he is
unsuccessful, upon reinstatement, it is expected that the cases will be remanded
to the Ohio, Michigan, and New Jersey courts.
The Company has insurance coverage that reimburses it for a substantial
portion of the: (a) costs incurred defending against asbestos claims; and (b)
amounts the Company pays to settle claims or honor judgments by courts. The
coverage is provided by a large number of insurance policies written by dozens
of insurance companies that wrote the policies over a period of many years. The
amount of insurance coverage depends on the nature of the alleged exposure to
asbestos, the specific subsidiary against which an asbestos claim is asserted
and the terms and conditions of the specific policy.
The uncertainties of asbestos claim litigation make it difficult to
accurately predict the results of the ultimate resolution of these claims. By
their very nature, civil actions relating to toxic substances vary according to
the fact pattern of each case, the applicable jurisdiction and numerous other
factors. This uncertainty is increased by the possibility of adverse court
rulings or new legislation affecting the asbestos claim litigation or the
settlement process. Accordingly, we cannot predict the eventual number of such
cases or their final resolution. The full impact of these claims and proceedings
in the aggregate continues to be unknown. The Company does not include any
amounts in its reserves for existing asbestos related cases or asbestos related
cases that may be filed before Judge Weiner. While it is not feasible accurately
to predict or determine the ultimate outcome of all pending investigations and
legal proceedings or provide reasonable ranges of potential losses, given the
large and/or indeterminate amounts sought in certain of these matters and the
inherent unpredictability of litigation, it is possible that an adverse outcome
in some of these cases could have a material adverse effect on our financial
condition, operating results or cash flows.
The Company has executed agreements for the construction of operating
equipment for approximately $3,681. Lease financing of this equipment has been
completed. The Company has entered into a construction agreement for two vessels
for approximately $4,946. Approximately $828 has been spent on these agreements
as of September 30, 2003.
12
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
The following presentation of Management's Discussion and Analysis ("MD&A")
of Crowley Maritime Corporation's (the "Company's") financial condition, results
of operations and cash flows should be read in conjunction with the unaudited
condensed consolidated financial statements, accompanying notes thereto and
other financial information appearing elsewhere in this Form 10-Q and in the
December 31, 2002 consolidated financial statements and notes thereto, along
with the MD&A included in the Company's Annual Report on Form 10-K as filed with
the Securities and Exchange Commission on March 19, 2003 amended by Amendment
No. 1 thereto filed with the Securities and Exchange Commission on March 24,
2003 (collectively, the "Form 10-K"). Dollar figures included in MD&A are stated
in thousands of dollars, except for share and per share amounts.
This discussion contains forward-looking statements that involve risks and
uncertainties. These statements are based on current expectations and
assumptions which management believes are reasonable and on information
currently available to management. These forward-looking statements are
identified by words such as "estimates," "expects," "anticipates," "plans,"
"believes," and other similar expressions. The Company's actual results may
differ materially from those anticipated in these forward-looking statements as
a result of changes in global, political, economic, business, competitive,
market and regulatory factors.
CRITICAL ACCOUNTING POLICIES
The preparation of the unaudited condensed consolidated financial
statements, upon which this MD&A is based, requires management to make estimates
which impact these unaudited condensed consolidated financial statements. The
most critical of these estimates and accounting policies relate to long-lived
asset depreciation, amortization and impairment, to goodwill, to revenue
recognition, to litigation and to environmental reserves. In particular, the
accounting for these areas requires significant judgments by management.
Different assumptions in the application of these policies could result in
material changes in the Company's consolidated financial position or
consolidated results of operations. See "Note 1 -- Summary of Significant
Accounting Policies" in the "Notes to Consolidated Financial Statements" and
"Critical Accounting Policies" in the "Management's Discussion and Analysis of
Financial Condition and Results of Operations" included in the Form 10-K, as
amended, for details regarding all of the Company's critical and significant
accounting policies.
NEW ACCOUNTING STANDARDS
For a complete discussion of new accounting standards, see Notes 1 and 2 to
the Company's Unaudited Condensed Consolidated Financial Statements in "Part
1 -- Financial Information -- Item 1. Financial Statements".
COMPARISON OF THE THREE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002
Consolidated operating revenues for the three months ended September 30,
2003 increased $1,009 or 0.4%, to $276,071 compared with $275,062 for the third
quarter in 2002. This increase was primarily attributed to: (a) an increase in
fuel prices for the Company's resale fuel; (b) an increase in revenues due to
the acquisition of transportation management companies specializing in the
apparel industry; and (c) an increase in the Company's container and
non-container volume and average revenue per twenty-foot equivalent unit, or TEU
("average revenue") as compared with the third quarter of 2002. The increase was
partially offset by: (a) fewer vessels operating as a result of vessel disposals
and (b) a decrease in revenues earned from the vessel mobilization and
transportation of oil exploration cargo to Sakhalin Island, Russia.
Consolidated operating expenses for the three months ended September 30,
2003 increased $7,995 or 3.5%, to $233,640 compared with $225,645 for the third
quarter in 2002. The increase is primarily attributed to an increase in labor,
fuel, transportation, and repair and maintenance costs on the Company's
equipment and vessels. Consolidated general and administrative expenses
decreased $2,063 or 20.3%, to $8,075 in 2003 from $10,138 in 2002. This decrease
was primarily attributable to a change in cash surrender value of split-dollar
life insurance. Consolidated depreciation and amortization expense increased
$2,228 or 16.4%, to $15,778 in
13
2003 from $13,550 in 2002 primarily as the result of depreciation of the ATB's
in the third quarter of 2003 and additional depreciation recognized as a result
of the consolidation of the VIE. The increase was also attributed to an increase
in drydock amortization of $551 in 2003. These increases were partially offset
by the lack of depreciation expense for vessels sold in 2002. Consolidated asset
recoveries, net decreased $3,719 to a recovery of $24 in 2003 from a recovery of
$3,743 in 2002. These gains resulted from the sale of two vessels and equipment,
which was offset by the writeoff of vessel improvements during the three months
ended September 30, 2003. During the three months ended September 30, 2002, one
vessel and various equipment were sold; and one vessel was destroyed by fire,
resulting in a gain net of incurred costs from involuntary conversion.
As a result, the consolidated operating income for the three months ended
September 30, 2003 decreased $10,870 to $18,602 compared with $29,472 for the
three months ended September 30, 2002.
Interest income for the three months ended September 30, 2003 decreased
$253 or 88.8%, to $32 compared with $285 for the three months ended September
30, 2002. This decrease was due to a reduction in the Company's average cash and
cash equivalents amounts on hand and lower interest rates during this period.
Interest expense for the three months ended September 30, 2003 increased
$1,044 or 24.0%, to $5,392 compared with $4,348 for the third quarter in 2002.
The increase was directly attributable to: (a) increased interest expenses
arising from the debt arranged for the construction of the ATB's which were
delivered in 2002; and (b) lower capitalized interest in the third quarter of
2003 compared with the third quarter of 2002 when these units were under
construction.
The minority interest in consolidated subsidiaries increased $643, for the
three months ended September 30, 2003 to income of $541 compared with a loss of
$102 for the three months ended September 30, 2002. This decrease is due to the
Company's joint venture with Stolt-Nielsen S.A. The Company owns 75% of the
interest in the joint venture and Stolt-Nielsen S.A. owns the remaining 25%. The
total loss of the joint venture was $1,858 during the third quarter of 2003 and
the total income was $339 during the third quarter of 2002.
Income tax expense for the three months ended September 30, 2003 decreased
$3,400 or 37.0% to $5,800 compared with $9,200 for the third quarter in 2002.
The effective tax rate was 42% and 36% for the third quarters of 2003 and 2002,
respectively. The increase in the effective tax rate results from changes in the
Company's projections of pre-tax income and permanent differences.
As a result, net income attributable to common shareholders for the third
quarter of 2003 decreased $8,080 to $7,583 ($55.73 basic earnings per common
share and $49.14 diluted earnings per common share) compared with $15,663
($115.19 basic earnings per common share and $98.97 diluted earnings per common
share) for the third quarter of 2002.
The Company provides diversified transportation services in the United
States domestic and international markets. The Company is organized to provide
services in four lines of business: Liner Services; Ship Assist and Escort
Services; Oil and Chemical Distribution and Transportation Services and Energy
and Marine Services. During the second quarter of 2003, the Company contributed
a subsidiary from the Oil and Chemical Distribution and Transportation Services
segment to the Other segment. Intersegment revenues and depreciation and
amortization expenses have been restated for the quarters ended and nine months
ended September 30, 2003 and 2002 to reflect this transaction. There was no
effect on the operating income of either of these segments. The following is a
discussion of the results of operations of the Company's segments.
Liner Services
Operating revenues from our Liner Services segment for the three months
ended September 30, 2003 increased $8,950 or 6.4%, to $147,903 compared with
$138,953 for the third quarter in 2002. The increase in revenues is primarily
attributable to a 1.0% increase in container and noncontainer volume, a 3.2%
increase in average revenue, and an increase of 112.9% in other logistical
service revenues. The Company's container and noncontainer volume during the
third quarter of 2003 and 2002 was 142,928 TEUs and 141,566 TEUs, respectively.
The Company experienced a 4.3% increase in the Puerto Rico and Caribbean Islands
Service container and noncontainer volume and a 3.6% decrease in container and
noncontainer volume in the Latin America Service. In the third quarter of 2003,
average revenue in the Puerto Rico and Caribbean Islands
14
Service increased 4.5% compared with the third quarter of 2002 due to cargo mix
and increased rates. The Latin America Service experienced a 1.3% decrease in
average revenue compared with the third quarter of 2002 due to competitive
pressures and declining economic conditions in Latin America. The increase in
other logistical service revenues was primarily due to revenues earned from the
acquisition of transportation service providers purchased in July 2003 and
October 2002.
Operating expenses for the three months ended September 30, 2003 increased
$11,803 or 9.5%, to $136,408 compared with $124,605 for the third quarter in
2002. These expenses consist primarily of fuel costs, purchased transportation
costs, equipment costs, maintenance and repair costs, and labor costs.
Depreciation and amortization for the three months ended September 30, 2003
increased $1,249 or 64.1%, to $3,197 compared with $1,948 for the third quarter
in 2002. The increase was directly attributable to an increase in dry-dock
amortization of $1,259. Liner Services amortized dry-dock costs for five vessels
in the third quarter of 2003 compared with three vessels in the third quarter of
2002. Dry-dock costs are amortized over a period to the next scheduled dry-dock,
but not in excess of three years.
Asset recoveries, net for the three months ended September 30, 2003
increased $136 to a recovery of $173 compared with $37 for the third quarter in
2002. These gains resulted from disposals of equipment during the third quarters
of 2003 and 2002.
As a result, the operating income from Liner Services for the third quarter
of 2003 decreased $2,932 to $3,237 compared with $6,169 for the third quarter in
2002.
Ship Assist and Escort Services
Operating revenues from our Ship Assist and Escort Services segment for the
three months ended September 30, 2003 increased $824 or 4.7%, to $18,379
compared with $17,555 for the third quarter of 2002. The increase was directly
attributable to an increase in rates which included a fuel surcharge to cover
increasing fuel prices. Vessel utilization during the third quarter of 2003 was
71% compared with 72% during the third quarter of 2002.
Operating expenses for the three months ended September 30, 2003 increased
$1,579 or 11.4%, to $15,380 compared with $13,801 for the third quarter in 2002.
The increase was directly attributable to the increase in vessel related costs
due to increased labor, fuel and repairs and maintenance costs of vessels.
As a result, operating income of Ship Assist and Escort Services for the
three months ended September 30, 2003 decreased $801 to $2,380 compared with
$3,181 for the third quarter in 2002.
Oil and Chemical Distribution and Transportation Services
Operating revenues from our Oil and Chemical Distribution and
Transportation Services segment for the three months ended September 30, 2003
decreased $2,504 or 2.8%, to $88,349 compared with $90,853 for the third quarter
of 2002. The decrease was directly attributable to a decrease in the number of
vessels in service during the third quarter of 2003 compared with the third
quarter of 2002. This decrease was partially offset by an increase in revenue
earned in 2003 from an increase in resale fuel prices and the operation of three
ATB's placed in service during the third and fourth quarters of 2002 and one ATB
placed in service during the second quarter of 2003. There was also an overall
increase in vessel utilization (89% in 2003 compared with 88% in 2002).
Operating expenses for the three months ended September 30, 2003 decreased
$3,789 or 5.1%, to $70,576 compared with $74,365 for the third quarter of 2002.
This decrease was primarily attributable to a decrease in the number of vessels
in service during the third quarter of 2003 compared with the third quarter of
2002. The decrease was partially offset by an overall increase in vessel
utilization and increased expenses in 2003 related to an increase in the price
of fuel which is purchased for resale and the operation of the ATB's.
Depreciation and amortization for the three months ended September 30, 2003
decreased $327 or 8.3%, to $3,636 compared with $3,963 for the third quarter in
2002. The decrease was directly attributable to a $300 decrease in dry-dock
amortization for vessels which was partially offset by an increase in
depreciation of $109.
15
The decrease in depreciation was caused by the sale of vessels which was
partially offset by additional depreciation recognized as a result of the
consolidation of the VIE. Dry-dock costs were amortized for three vessels during
the third quarter of 2003 compared with two vessels during the third quarter of
2002. Dry-dock costs are amortized over a period to the next scheduled dry-dock,
but not in excess of three years.
Asset recoveries (charges), net for the three months ended September 30,
2003 decreased $3,706 to a charge of $1 as compared with a recovery of $3,705 in
the third quarter in 2002. During the third quarter of 2002, one vessel and
various equipment were sold; and one vessel was destroyed by fire, resulting in
a gain net of incurred costs from involuntary conversion.
As a result, the operating income of Oil and Chemical Distribution and
Transportation Services for the three months ended September 30, 2003 decreased
$1,601 to $12,461 compared with $14,062 for the third quarter in 2002.
Energy and Marine Services
Operating revenues from our Energy and Marine Services segment for the
three months ended September 30, 2003 decreased $6,261 or 22.6%, to $21,440
compared with $27,701 for the third quarter of 2002. The decrease was directly
attributable to a reduction from the revenues earned from the vessel
mobilization and transportation of oil exploration cargo to Sakhalin Island,
Russia. Current indications are that our revenues generated by the operations in
Russia will continue to decline substantially this year. This decrease was
partially offset by an increase in vessel utilization in other markets during
the third quarter of 2003 to 66% compared with 54% during the third quarter of
2002, principally driven by increased vessel activity in the Gulf of Mexico.
Vessel utilization in this segment is very volatile and it is impacted by oil
exploration activity and general economic conditions.
Operating expenses for the three months ended September 30, 2003 decreased
$460 or 1.8%, to $24,549 compared with $25,009 for the third quarter in 2002.
The decrease was directly attributable to one-time outfitting charges in 2002
related to the Sakhalin Island project, partially offset by: (a) mobilization
and outfitting costs for vessels moving to the Gulf of Mexico; and (b) increases
in vessel related costs due to increased labor, fuel and repairs and maintenance
costs on tugs and barges in 2003.
Depreciation and amortization for the three months ended September 30, 2003
increased $209 or 7.4%, to $3,049 compared with $2,840 for the third quarter in
2002. The increase was the result of a catch-up in depreciation for a
reactivated vessel that was previously classified as held for sale and
depreciation on vessel refurbishments completed in 2002.
Asset recoveries (charges), net for the three months ended September 30,
2003 decreased $149 to a charge of $148 compared with a recovery of $1 for the
third quarter in 2002. This charge resulted from the writeoff of vessel
improvements offset by the sale of two vessels during the third quarter of 2003.
As a result, the operating income for Energy and Marine Services for the
third quarter of 2003 decreased $5,536 to $524 compared with $6,060 for the
third quarter in 2002.
COMPARISON OF THE NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002
Consolidated operating revenues for the nine months ended September 30,
2003 decreased $1,898 or 0.3%, to $737,272 compared with $739,170 for the nine
months ended September 30, 2002. This decrease was primarily attributed to: (a)
the sale of MTL Petrolink Corp. on May 15, 2002; (b) fewer vessels operating as
a result of vessel disposals and (c) a decrease in revenues earned from the
vessel outfitting and mobilization and the transportation of oil exploration
cargo to Sakhalin Island, Russia. The decrease was partially offset by: (a) an
increase in fuel prices for the Company's resale fuel; (b) an increase in
revenues due to the acquisition of transportation management companies
specializing in the apparel industry; and (c) an increase in the Company's
container and non-container volume which was offset by a decrease in average
revenue per twenty-foot equivalent unit, or TEU ("average revenue") as compared
with the nine months ended September 30, 2002.
16
Consolidated operating expenses for the nine months ended September 30,
2003 decreased $4,135 or 0.6%, to $645,338 compared with $649,473 for the nine
months ended September 30, 2002. The decrease is primarily attributed to the
sale of MTL Petrolink Corp. on May 15, 2002. This decrease was offset by an
increase in labor, fuel, transportation, and repair and maintenance costs on the
Company's equipment and vessels. Consolidated general and administrative
expenses decreased $2,886 or 10.7%, to $24,177 in 2003 from $27,063 in 2002.
This decrease was primarily attributable to a change in cash surrender value of
split-dollar life insurance. Consolidated depreciation and amortization expense
increased $4,408 or 10.9%, to $44,927 in 2003 from $40,519 in 2002 primarily as
the result of depreciation relating to the operation of the ATB's during 2003
and additional depreciation recognized as a result of the consolidation of the
VIE. The increase was also attributed to an increase in drydock amortization of
$1,418 in 2003. These increases were partially offset by the effect of no
depreciation for vessels sold in 2002. Consolidated asset recoveries, net
decreased $2,884 to a recovery of $1,605 in 2003 from a recovery of $4,489 in
2002. The gains during the nine months ended September 30, 2003 resulted from
the sale of five vessels, land, surplus properties and equipment and were
partially offset by a writeoff of vessel improvements. During the nine months
ended September 30, 2002, two vessels and various equipment were sold; and one
vessel was destroyed by fire, resulting in a gain net of incurred costs from
involuntary conversion.
As a result, the consolidated operating income for the nine months ended
September 30, 2003 decreased $2,169 to $24,435 compared with $26,604 for the
nine months ended September 30, 2002.
Interest income for the nine months ended September 30, 2003 decreased $257
or 52.2%, to $235 compared with $492 for the nine months ended September 30,
2002. This decrease was due to a decrease in the Company's average cash and cash
equivalents amounts on hand and lower interest rates during this period.
Interest expense for the nine months ended September 30, 2003 increased
$4,588 or 40.7%, to $15,852 compared with $11,264 for the third quarter in 2002.
The increase was directly attributable to: (a) increased interest expenses
arising from the debt arranged for the construction of the ATB's which were
delivered in 2002; and (b) lower capitalized interest during the nine months
ended September 30, 2003 compared with the nine months ended September 30, 2002
when these units were under construction.
The minority interest in consolidated subsidiaries increased $973 for the
nine months ended September 30, 2003 to income of $1,347 compared with $374 for
the nine months ended September 30, 2002. This increase is due to the Company's
joint venture with Stolt-Nielsen S.A. The Company owns 75% of the interest in
the joint venture and Stolt-Nielsen S.A. owns the remaining 25%. The total loss
of the joint venture was $5,434 and $1,624 during the nine months ended
September 30, 2003 and 2002, respectively.
Income tax expense for the nine months ended September 30, 2003 decreased
$1,800 or 30.0%, to $4,200 compared with $6,000 for the nine months ended
September 30, 2002. The effective tax rate was 41% and 37% for the nine months
ended September 30, 2003 and 2002, respectively. The increase in the effective
tax rate results from changes in the Company's projections of pre-tax income and
permanent differences.
As a result, net income attributable to common shareholders for the nine
months ended September 30, 2003 decreased $4,624 to $4,519 ($33.24 basic and
diluted earnings per common share) in 2003 compared with $9,143 ($67.20 basic
earnings per common share and $63.61 diluted earnings per common share) for the
nine months ended September 30, 2002.
Liner Services
Operating revenues from our Liner Services segment for the nine months
ended September 30, 2003 increased $34,600 or 8.9%, to $425,236 compared with
$390,636 for the nine months ended September 30, 2002. The increase in revenues
is primarily attributable to a 7.7% increase in container and noncontainer
volume and an increase of 59.5% in other logistical service revenues. This
increase was offset by a 0.6% decrease in average revenue. The Company's
container and noncontainer volume during the nine months ended September 30,
2003 and 2002 was 426,631 TEUs and 396,012 TEUs, respectively. The Company
experienced a 12.5% increase in the Puerto Rico and Caribbean Islands Service
container and noncontainer volume and a 1.4% increase in container and
noncontainer volume in the Latin America Service. In the nine
17
months ended September 30, 2003, the Company experienced a 0.4% average revenue
increase in the Puerto Rico and Caribbean Islands Service compared with the nine
months ended September 30, 2002 due to cargo mix. In the nine months ended
September 30, 2003, the Latin America Service experienced a 1.0% decrease in
average revenue compared with the nine months ended September 30, 2002 due to
competitive pressures and declining economic conditions in Latin America. The
increase in other logistical service revenues was primarily due to revenues
earned from the acquisition of transportation service providers purchased in
July 2003 and October 2002.
Operating expenses for the nine months ended September 30, 2003 increased
$29,746 or 8.2%, to $391,603 compared with $361,857 for the nine months ended
September 30, 2002. These expenses consisted primarily of fuel costs, purchased
transportation costs, equipment costs, maintenance and repair costs, and labor
costs.
Depreciation and amortization for the nine months ended September 30, 2003
increased $2,544 or 46.4%, to $8,031 compared with $5,487 for the nine months
ended September 30, 2002. The increase was directly attributable to an increase
in dry-dock amortization of $2,311. Liner Services amortized dry-dock costs for
five vessels in 2003 compared with three vessels in 2002 Dry-dock costs are
amortized over a period to the next scheduled dry-dock but not in excess of
three years.
Asset recoveries, net for the nine months ended September 30, 2003
increased $544 to a recovery of $686 compared with $142 for the nine months
ended September 30, 2002. These gains resulted from disposals of two vessels and
equipment during 2003 and disposals of equipment during 2002.
As a result, the operating income from Liner Services for the nine months
ended September 30, 2003 increased $3,847 to $10,610 compared with $6,763 for
the nine months ended September 30, 2002.
Ship Assist and Escort Services
Operating revenues from our Ship Assist and Escort Services segment for the
nine months ended September 30, 2003 increased $2,380 or 4.5%, to $55,435
compared with $53,055 for the nine months ended September 30, 2002. The increase
was directly attributable to an increase in rates which included a fuel
surcharge to cover increasing fuel prices. Vessel utilization was 72% compared
with 73% during the nine months ended September 30, 2003 and 2002, respectively.
Operating expenses for the nine months ended September 30, 2003 increased
$3,221 or 7.6%, to $45,841 compared with $42,620 for the nine months ended
September 30, 2002. The increase was directly attributable to the increase in
vessel related costs due to increased labor, fuel, and repairs and maintenance
costs of vessels.
As a result, operating income of Ship Assist and Escort Services for the
nine months ended September 30, 2003 decreased $969 to $7,938 compared with
$8,907 for the nine months ended September 30, 2002.
Oil and Chemical Distribution and Transportation Services
Operating revenues from our Oil and Chemical Distribution and
Transportation Services segment for the nine months ended September 30, 2003
decreased $23,462 or 10.4%, to $202,552 compared with $226,014 for the nine
months ended September 30, 2002. The decrease was directly attributable to the
sale of MTL Petrolink Corp. on May 15, 2002, and a decrease in the number of
vessels in service during the nine months ended September 30, 2003 compared with
the nine months ended September 30, 2002. This decrease was partially offset by
an increase in revenue earned in 2003 from an increase in resale fuel prices and
the operation of three ATB's placed in service during the third and fourth
quarters of 2002 and one ATB placed in service during the second quarter of
2003. There was also an overall increase in vessel utilization (72% in 2003
compared with 70% in 2002). The increase in vessel utilization is a result of
increased trading activity among West Coast refineries.
Operating expenses for the nine months ended September 30, 2003 decreased
$34,008 or 16.8%, to $168,111 compared with $202,119 for the nine months ended
September 30, 2002. This decrease was primarily attributable to the expenses
which were not incurred due to the sale of MTL Petrolink Corp. on
18
May 15, 2002, and a decrease in the number of vessels in service during the nine
months ended September 30,2003 compared with the nine months ended September 30,
2002. The decrease was partially offset by an overall increase in vessel
utilization and increased expenses in 2003 related to an increase in resale fuel
prices and the operation of four ATB's placed in service during 2002 and 2003.
Depreciation and amortization for the nine months ended September 30, 2003
decreased $2,311 or 18.8%, to $9,979 compared with $12,290 for the nine months
ended September 30, 2002. The decrease was directly attributable to a decrease
in depreciation of $1,422 and a decrease in dry-dock amortization for vessels of
$481. The decrease in depreciation was caused by the sale of vessels which was
partially offset by additional depreciation recognized as a result of the
consolidation of the VIE. Dry-dock costs were amortized for three vessels during
the third quarters of 2003 and 2002. Dry-dock costs are amortized over a period
to the next scheduled dry-dock, but not in excess of three years.
Asset recoveries, net for the nine months ended September 30, 2003
decreased $3,385 to $320 as compared with $3,705 for the nine months ended
September 30, 2002. These gains resulted from the sale of one vessel and land
during 2003. During 2002, one vessel and various equipment were sold; and one
vessel was destroyed by fire, resulting in a gain net of incurred costs from
involuntary conversion.
As a result, the operating income of Oil and Chemical Distribution and
Transportation Services for the nine months ended September 30, 2003 increased
$10,378 to $19,792 compared with $9,414 for the nine months ended September 30,
2002.
Energy and Marine Services
Operating revenues from our Energy and Marine Services segment for the nine
months ended September 30, 2003 decreased $15,416 or 22.2%, to $54,049 compared
with $69,465 for the nine months ended September 30, 2002. The decrease was
directly attributable to a reduction from the revenues earned from: (a) the
vessel outfitting and mobilization and the transportation of oil exploration
cargo to Sakhalin Island, Russia; and (b) government and commercial contract
activity on the West Coast. Current indications are that our revenues generated
by the operations in Russia will continue to decline substantially this year.
This decrease was partially offset by increased vessel activity in the Gulf of
Mexico. Vessel utilization remained constant at 44% during the nine months ended
September 30, 2003 and 2002. Vessel utilization in this segment is very volatile
and it is impacted by oil exploration activity and general economic conditions.
Operating expenses for the nine months ended September 30, 2003 increased
$2,725 or 3.5%, to $80,273 compared with $77,548 for the nine months ended
September 30, 2002. The increase was directly attributable to: (a) mobilization
and outfitting costs for vessels moving to the Gulf of Mexico; and (b) increases
in vessel related costs due to increased labor, fuel and repairs and maintenance
costs on tugs and barges in 2003. The increase was partially offset by decreases
in one-time outfitting charges in 2002 related to the Sakhalin Island project.
Depreciation and amortization for the nine months ended September 30, 2003
increased $569 or 6.6%, to $9,210 compared with $8,641 for the nine months ended
September 30, 2002. The increase was the result of a catch-up in depreciation
for a reactivated that was previously classified as held for sale and
depreciation on vessel refurbishments completed in 2002.
Asset recoveries, net for the nine months ended September 30, 2003
decreased $43, or 6.7% to $599 compared with $642 for the nine months ended
September 30, 2002. These gains resulted from the sale of two vessels and
surplus properties, which were partially offset by a writedown of vessel
improvements during the nine months ended September 30, 2003 compared with the
sale of one vessel and land during the nine months ended September 30, 2002.
As a result, the operating loss for Energy and Marine Services for the nine
months ended September 30, 2003 increased $15,425 to $13,905 compared with
operating income of $1,520 for the nine months ended September 30, 2002.
19
LIQUIDITY AND CAPITAL RESOURCES
The Company's ongoing liquidity requirements arise primarily from its need
to fund working capital, to acquire, construct, or improve equipment, to make
investments and to service debt. Management believes that cash flows from
operations and borrowings will provide sufficient working capital to fund the
Company's operating needs and to finance capital expenditures.
In October 2003, the Company received proceeds in the amount of $30,000
from a loan from two financial institutions. The proceeds will be used to fund
working capital. The loan is scheduled to be repaid in 24 quarterly installments
of $1,250 plus interest at LIBOR plus 1.5%. The loan is collateralized by four
vessels.
The Company has received an extension on the expiration date of its
$115,000 Amended and Restated Credit Agreement from October 31, 2004 to January
1, 2005.
The Company has been engaged in discussions with Northland Holdings, Inc.
concerning a possible purchase by the Company of all the stock or assets of
Yukon Fuel Company and/or Service Oil & Gas, Inc. as well as certain vessels and
other assets used in Yukon's fuel distribution business in Alaska. The parties
have not arrived at a definitive agreement concerning the terms of any such
transaction and there can be no assurance that these discussions will lead to
such an agreement or a purchase of such stock or assets by the Company. Any such
transaction is subject to, among other things, the negotiation, execution and
delivery of a definitive acquisition agreement, completion by the Company of its
due diligence investigation, approval of such agreement by the board of
directors of the Company, receipt of necessary consents from certain lenders to
the Company, and the parties' joint determination that such a transaction could
be effected in compliance with applicable state and federal antitrust laws.
COMPARISON OF FINANCIAL CONDITION AS OF SEPTEMBER 30, 2003 AND SEPTEMBER 30,
2002
At September 30, 2003, the Company's cash and cash equivalents totaled
$31,707 compared with $31,206 at September 30, 2002.
Net cash provided by continuing operations was $41,177 for the nine month
period ended September 30, 2003 compared with net cash provided by continuing
operations of $27,849 for the nine month period ended September 30, 2002.
Net cash used in discontinued operations was $1,356 for the nine month
period ended September 30, 2003 compared with $1,209 for the nine month period
ended September 30, 2002.
Net cash used in investing activities was $31,950 for the nine month period
ended September 30, 2003 compared with $77,643 for the nine month period ended
September 30, 2002. The decrease reflects a decrease in capital expenditures
($15,174 in 2003 compared with $74,408 in 2002) associated with the construction
and modernization of assets of the Company. The Company spent $18,308 for seven
vessel dry-dockings during the nine months ended September 30, 2003 compared
with $11,594 spent on five vessel dry-dockings during the nine months ended
September 30, 2002. The Company received proceeds from asset dispositions of
$3,978 during the nine months ended September 30, 2003 compared with $1,785
received during the nine months ended September 30, 2002. The Company received
the balance of the purchase price of $500 from the sale of MTL Petrolink Corp.
during the second quarter of 2003. This amount, net of income taxes of $189,
reduced goodwill. The Company received proceeds of $18,138 from the sale of MTL
Petrolink Corp. in the third quarter of 2002. In the third quarter of 2003, the
Company purchased a transportation management company specializing in the
apparel industry for $3,357. The Company assumed cash of $1,915 from the
consolidation of the VIE effective January 1, 2003. There was a decrease in the
Title XI and construction borrowings for the construction of the ATB's placed in
escrow from $8,937 for the nine months ended September 30, 2002 to $1,544 for
the nine months ended September 30, 2003.
Net cash used in financing activities was $19,739 for the nine month period
ended September 30, 2003 compared with net cash provided by financing activities
of $48,788 for the nine month period ended September 30, 2002. This decrease was
a result of higher principal payments on long-term debt ($75,367 in 2003, which
includes the repayment of $49,394 of construction financing used for two ATB's,
compared with
20
long-term debt in the amount of $68,338 in 2002) and a reduction in the proceeds
from issuance of debt. In 2002, proceeds in the amount of $102,906 were received
to finance the construction of four ATB's. In 2003, the Company received
proceeds of $60,909 from permanent financings to refinance the construction
financing for two of the ATB's. The Company borrowed $50,000 and repaid $25,000
on its Revolving Credit Agreement in the nine months ended September 30, 2002
and borrowed an additional $20,000 and repaid $15,000 in the nine months ended
September 30, 2003. The Company paid $6,400 of debt issuance costs during the
nine months ended September 20, 2002 compared with $279 during the nine months
ended September 30, 2003. The Company paid $7,967 on January 16, 2003 upon
maturity of its rate lock agreement. The Company redeemed $2,367 of its
Redeemable Preferred Class B stock during the nine months ended September 30,
2002.
CAPITAL RESOURCES
On January 16, 2003, the Company issued bonds to: (a) refinance the
construction financing arranged to build the OCEAN RELIANCE/Barge 550-3 and
COASTAL RELIANCE/Barge 550-4; and (b) reimburse the Company for incurred
expenditures. The Company's liability under a rate lock agreement was fixed and
paid at that time. For additional information, see Note 4 to the Company's
Unaudited Condensed Consolidated Financial Statements in "Part 1 -- Financial
Information -- Item 1. Financial Statements."
In July 2003, the Company acquired a transportation management company
specializing in the apparel industry. For additional information, see Note 3 to
the Company's Unaudited Condensed Consolidated Financial Statements in "Part
1 -- Financial Information -- Item 1. Financial Statements."
The Company has executed agreements for the construction of operating
equipment for approximately $3,681. Lease financing of this equipment has been
completed. The Company has entered into a construction agreement for two vessels
for approximately $4,946. Approximately $828 has been spent on these agreements
as of September 30, 2003.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. (AMOUNTS IN
THOUSANDS)
The Company is exposed to market risk from changes in interest rates and
foreign currency exchange rates which may adversely affect the results of our
operations and financial condition. The Company's policy is not to use financial
instruments for trading purposes or other speculative purposes.
As discussed in Note 4 to the Company's Unaudited Condensed Consolidated
Financial Statements in "Part 1 -- Financial Information -- Item 1. Financial
Statements" which is incorporated by reference, the Company's rate lock
agreement was fixed and paid on January 16, 2003.
In February 2003, the Government of Venezuela introduced restrictions on
the exchange of Venezuelan bolivars (VEB) for U.S. dollars, established the
Official Rate of exchange ("Official Rate") at 1,600 VEB, and made exchanges for
U.S. dollars subject to Government approval. The Company has continued to
translate the financial results for its Venezuela operations using the Official
Rate of 1,600 VEB, with a resulting adjustment to other comprehensive income. As
a result of the Venezuelan government currency restrictions, the VEB's that were
exchanged for U.S. dollars during 2003 were made at 1,600 VEB.
The Venezuelan government has publicly stated that certain measures are
being considered, such as an increase in the Official Rate. The Company is
uncertain as to the amount of currency that will be approved for transfer, the
timing of such transfers and the exchange rate that would apply to such
transfers.
At September 30, 2003, the Company's net assets in Venezuela have been
translated into approximately $5,776. The impact of an increase of 100 VEB in
the exchange rate would result in a decrease in other comprehensive income of
approximately $160 at September 30, 2003. Any future increases in the exchange
rate would result in realized losses on currency exchange transactions.
21
ITEM 4. CONTROLS AND PROCEDURES.
The Company's management, including its principal executive officer (who is
the President and Chief Executive Officer) and the principal financial officer
(who is the Vice President, Tax and Audit), conducted an evaluation of the
effectiveness of disclosure controls and procedures pursuant to Rule 13a-15
promulgated under the Securities and Exchange Act of 1934, as amended, as of the
end of the period covered by this report. Based on that evaluation, the
principal executive officer and the principal financial officer concluded that
the Company's disclosure controls and procedures were effective to ensure that
information required to be disclosed by the Company in this report was recorded,
processed, summarized and reported within the time periods specified in
Securities and Exchange Commission rules and forms.
There were no significant changes in the Company's internal controls over
financial reporting that occurred during our last fiscal quarter that have
materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting.
It should be noted that any system of controls, however well designed and
operated, can provide only reasonable, and not absolute, assurance that the
objectives of the system are met. In addition, the design of any control system
is based in part upon certain assumptions about the likelihood of future events.
Because of these and other inherent limitations of control systems, there can be
no assurance that any design will succeed in achieving its stated goals under
all potential future conditions, regardless of how remote or unlikely those
conditions may be.
PART II -- OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS. (AMOUNTS IN THOUSANDS)
ENVIRONMENTAL LITIGATION
Environmental costs represent reclamation costs expended by the Company.
Environmental expenditures for reclamation costs that benefit future periods are
capitalized. Expenditures that relate to the remediation of existing conditions
caused by past operations, and which do not contribute to current or future
revenue generation, are expensed. Liabilities are recorded when the Company's
responsibility for remedial efforts is deemed probable and the costs can be
reasonably estimated. The ultimate future environmental costs, however, will
depend on the extent of the contamination of property and the Company's share of
the costs of remediation. Historically, actual provisions for environmental
costs have not differed materially from accrued amounts.
In the second quarter of 2003, the Company reached an agreement with an
insurance underwriter to settle the Company's claim for all costs expended to
date and future costs related to environmental remediation resulting from
incidents prior to 1986. The $1,000 settlement, which reduced claims expense in
the second quarter of 2003, was collected during the third quarter of 2003.
ASBESTOS LITIGATION
The Company is currently a defendant with respect to approximately fifteen
thousand maritime asbestos cases and other toxic tort cases, most of which were
filed in the Federal Courts in Ohio, Michigan, and New Jersey. Additional cases
were filed in the Territorial Court of the Virgin Islands, and in state courts
in Utah, Pennsylvania, Texas, and Louisiana. Each of the cases, filed on behalf
of a seaman or his personal representative, alleges injury or illness based upon
exposure to asbestos or other toxic substances and sets forth a claim based upon
the theory of negligence under the Jones Act and on the theory of
unseaworthiness under the General Maritime Law. Pursuant to an order issued by
the Judicial Panel on Multidistrict Litigation dated July 29, 1991, all Federal
cases were transferred to the United States District Court for the Eastern
Division of Pennsylvania for pretrial processing. On May 1, 1996, the cases were
administratively dismissed by Judge Charles R. Weiner, subject to reinstatement
in the future. At present it is not known how long the process will require. It
is also not known whether Judge Weiner will be able to develop a plan which will
result in
22
settlement of the cases. If he is unsuccessful, upon reinstatement, it is
expected that the cases will be remanded to the Ohio, Michigan, and New Jersey
courts.
The Company has insurance coverage that reimburses it for a substantial
portion of the: (a) costs incurred defending against asbestos claims; and (b)
amounts the Company pays to settle claims or honor judgments by courts. The
coverage is provided by a large number of insurance policies written by dozens
of insurance companies that wrote the policies over a period of many years. The
amount of insurance coverage depends on the nature of the alleged exposure to
asbestos, the specific subsidiary against which an asbestos claim is asserted
and the terms and conditions of the specific policy.
The uncertainties of asbestos claim litigation make it difficult to
accurately predict the results of the ultimate resolution of these claims. By
their very nature, civil actions relating to toxic substances vary according to
the fact pattern of each case, the applicable jurisdiction and numerous other
factors. This uncertainty is increased by the possibility of adverse court
rulings or new legislation affecting the asbestos claim litigation or the
settlement process. Accordingly, we cannot predict the eventual number of such
cases or their final resolution. The full impact of these claims and proceedings
in the aggregate continues to be unknown. The Company does not include any
amounts in its reserves for existing asbestos related cases or asbestos related
cases that may be filed before Judge Weiner. While it is not feasible accurately
to predict or determine the ultimate outcome of all pending investigations and
legal proceedings or provide reasonable ranges of potential losses, given the
large and/or indeterminate amounts sought in certain of these matters and the
inherent unpredictability of litigation, it is possible that an adverse outcome
in some of these cases could have a material adverse effect on our financial
condition, operating results or cash flows.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits.
Exhibit 3.1 Certificate of Amendment of Restated Certificate of
Incorporation of Crowley Maritime Corporation*
Exhibit 3.2 Certificate of Amendment of Restated Certificate of
Incorporation of Crowley Maritime Corporation*
Exhibit 3.3 Restated Certificate of Incorporation of Crowley Maritime
Corporation*
Exhibit 3.4 Restated By-Laws of Crowley Maritime Corporation*
Exhibit 10.1.1 Amendment No. 1 to the $115,000,000 Amended and Restated
Credit Agreement
Exhibit 11 Statement regarding computation of per share earnings**
Exhibit 31.1 Certification of Chief Executive Officer pursuant to Rules
13a-14(a) and 15d-14(a)
Exhibit 31.2 Certification of Chief Financial Officer pursuant to Rules
13a-14(a) and 15d-14(a)
Exhibit 32.1 Certification of Chief Executive Officer pursuant to 18
U.S.C. Section 1350
Exhibit 32.2 Certification of Chief Financial Officer pursuant to 18
U.S.C. Section 1350
- ---------------
* Incorporated by reference to the indicated exhibit to the Company's
Registration Statement on Form 10 filed April 1, 2002.
** See Note 5 to the Crowley Maritime Corporation Unaudited Condensed
Consolidated Financial Statements in "Part 1 -- Financial
Information -- Item 1. Financial Statements" of this Form 10-Q. (b) Reports
on Form 8-K.
On October 28, 2003, the Company furnished a report on Form
8-K -- Item 9 Regulation FD Disclosure.
23
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.
CROWLEY MARITIME CORPORATION
(Registrant)
November 12, 2003
By: /s/ THOMAS B. CROWLEY, JR.
------------------------------------
Thomas B. Crowley, Jr.
Chairman of the Board,
President and Chief Executive
Officer
November 12, 2003
By: /s/ RICHARD L. SWINTON
------------------------------------
Richard L. Swinton
Vice President, Tax and Audit
24
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
------- -----------
Exhibit 3.1 Certificate of Amendment of Restated Certificate of
Incorporation of Crowley Maritime Corporation*
Exhibit 3.2 Certificate of Amendment of Restated Certificate of
Incorporation of Crowley Maritime Corporation*
Exhibit 3.3 Restated Certificate of Incorporation of Crowley Maritime
Corporation*
Exhibit 3.4 Restated By-Laws of Crowley Maritime Corporation*
Exhibit 10.1.1 Amendment No. 1 to the $115,000,000 Amended and Restated
Credit Agreement
Exhibit 11 Statement regarding computation of per share earnings**
Exhibit 31.1 Certification of Chief Executive Officer pursuant to Rules
13a-14(a) and 15d-14(a)
Exhibit 31.2 Certification of Chief Financial Officer pursuant to Rules
13a-14(a) and 15d-14(a)
Exhibit 32.1 Certification of Chief Executive Officer pursuant to 18
U.S.C. Section 1350
Exhibit 32.2 Certification of Chief Financial Officer pursuant to 18
U.S.C. Section 1350
- ---------------
* Incorporated by reference to the indicated exhibit to the Company's
Registration Statement on Form 10 filed April 1, 2002.
** See Note 5 to the Crowley Maritime Corporation Unaudited Condensed
Consolidated Financial Statements in "Part 1 -- Financial
Information -- Item 1. Financial Statements" of this Form 10-Q.