MARITRANS INC /DE/
10-Q, 1999-08-13
WATER TRANSPORTATION
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<PAGE>

                                  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, 1999
                               -------------

                                       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)


                         1818 MARKET STREET, SUITE 3540
                        PHILADELPHIA, PENNSYLVANIA 19103
                    ----------------------------------------
                    (Address of principal executive offices)
                                   (Zip Code)


                                 (215) 864-1200
               --------------------------------------------------
               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 requirements
for the past 90 days.

                               Yes  X      No
                                  -----      ----

 Common Stock $.01 par value, 11,968,890 shares outstanding as of August 2, 1999


                                       1
<PAGE>

                                 MARITRANS INC.
                                      INDEX

<TABLE>
<CAPTION>
                                                                                                                      Page
                                                                                                                      ----
<S>                                                                                                                   <C>
PART I.           FINANCIAL INFORMATION

Item 1.           Financial Statements (Unaudited)

                  Condensed Consolidated Balance Sheets - June 30, 1999 and December 31, 1998                           3

                  Condensed Consolidated Statements of Income - Three months ended June 30, 1999
                    and 1998                                                                                            4

                  Condensed Consolidated Statements of Income - Six months ended June 30, 1999
                    and 1998                                                                                            5

                  Condensed Consolidated Statements of Cash Flows - Six months
                    ended June 30, 1999 and 1998                                                                        6

                  Notes to Condensed Consolidated Financial Statements                                                  7


Item 2.           Management's Discussion and Analysis of Financial Condition and Results of Operations                 9


PART II.          OTHER INFORMATION

Item 1.           Legal Proceedings                                                                                    15

Item 6.           Exhibits and Reports on Form 8-K                                                                     16


SIGNATURES                                                                                                             17
</TABLE>


                                       2
<PAGE>

                          PART I: FINANCIAL INFORMATION

                                 MARITRANS INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                     ($000)

<TABLE>
<CAPTION>
                                                               June 30,       December 31,
                                                                1999             1998
                                                              ---------       ------------
                                                             (Unaudited)        (Note 1)
<S>                                                           <C>               <C>
ASSETS

Current assets:
     Cash and cash equivalents                                $  8,102          $  1,214
     Trade accounts receivables                                 13,990            18,030
     Other accounts receivable                                   7,526             9,434
     Inventories                                                 4,432             4,656
     Deferred income tax benefit                                 4,902             4,627
     Prepaid expenses                                            3,836             3,479
                                                              --------          --------
          Total current assets                                  42,788            41,440

Vessels, terminals and equipment                               350,985           358,197
     Less accumulated depreciation                             159,468           151,506
                                                              --------          --------
          Net vessels, terminals and equipment                 191,517           206,691

Other                                                            6,185             6,775
                                                              --------          --------

          Total assets                                        $240,490          $254,906
                                                              ========          ========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
     Debt due within one year                                 $  7,700          $ 11,873
     Trade accounts payable                                      1,841             1,856
     Accrued interest                                            1,205             1,351
     Accrued shipyard cost                                       8,061             7,413
     Accrued wages and benefits                                  4,572             3,559
     Other accrued liabilities                                   7,838             8,559
                                                              --------          --------
          Total current liabilities                             31,217            34,611

Long-term debt                                                  69,900            83,400
Deferred shipyard costs                                         12,091            11,119
Other liabilities                                                5,475             5,107
Deferred income taxes                                           32,699            30,854

Stockholders' equity                                            89,108            89,815
                                                              --------          --------

          Total liabilities and stockholders' equity          $240,490          $254,906
                                                              ========          ========
</TABLE>

See notes to financial statements.

                                       3
<PAGE>

                                 MARITRANS INC.
                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                   (Unaudited)
                        ($000, except per share amounts)



<TABLE>
<CAPTION>
                                                   April 1 to            April 1 to
                                                 June 30, 1999         June 30, 1998
                                                 -------------         -------------
<S>                                                     <C>                     <C>
Revenues                                           $ 39,834               $ 38,137


Costs and expenses:
  Operation expense                                  21,999                 21,426
  Maintenance expense                                 7,433                  6,036
  General and administrative                          2,493                  2,295
  Depreciation and amortization                       5,129                  4,868
                                                   --------               --------

  Total operating expense                            37,054                 34,625
                                                   --------               --------

Operating income                                      2,780                  3,512

Interest expense                                     (1,614)                (1,623)
Other income, net                                       290                    231
                                                   --------               --------

Income before income taxes                            1,456                  2,120

Income tax provision                                    556                    795
                                                   --------               --------

Net income                                         $    900               $  1,325
                                                   ========               ========

Basic and diluted earnings per share               $   0.08               $   0.11
Dividends declared per share                       $   0.10               $   0.09
</TABLE>
See notes to financial statements.

                                       4
<PAGE>

                                 MARITRANS INC.
                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                   (Unaudited)
                        ($000, except per share amounts)


<TABLE>
<CAPTION>
                                                  January 1 to            January 1 to
                                                 June 30, 1999           June 30, 1998
                                                 -------------           -------------
<S>                                                     <C>                     <C>
Revenues                                           $ 78,232                $ 73,967


Costs and expenses:
  Operation expense                                  43,974                  41,078
  Maintenance expense                                14,912                  12,452
  General and administrative                          4,822                   4,684
  Depreciation and amortization                      10,289                   9,501
                                                   --------                --------

  Total operating expense                            73,997                  67,715
                                                   --------                --------

Operating income                                      4,235                   6,252

Interest expense                                     (3,547)                 (3,518)
Other income, net                                     4,142                     538
                                                   --------                --------

Income before income taxes                            4,830                   3,272

Income tax provision                                  1,845                   1,227
                                                   --------                --------

Net income                                         $  2,985                $  2,045
                                                   ========                ========

Basic and diluted earnings per share               $   0.25                $   0.17
Dividends declared per share                       $   0.20                $   0.18
</TABLE>

See notes to financial statements.



                                       5
<PAGE>

                                 MARITRANS INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
                                     ($000)

<TABLE>
<CAPTION>
                                                                                     Six Months Ended June 30,
                                                                                    1999                    1998
                                                                                  --------                --------
<S>                                                                               <C>                     <C>
Cash flows from operating activities:
     Net income                                                                   $  2,985                $  2,045
     Adjustments to reconcile net income to net cash
      provided by (used in) operating activities:
          Depreciation and amortization                                             10,289                   9,501
          Deferred income tax provision                                              1,570                  (1,334)
          Stock compensation                                                           396                     308
          Changes in receivables, inventories, and prepaid expenses                  5,815                  (2,214)
          Changes in current liabilities, other than debt                              779                  (1,239)
          Non-current changes, net                                                   1,735                     794
          (Gain) loss on sale of fixed assets                                       (3,970)                   --
                                                                                  --------                --------
                                                                                    16,614                   5,816
                                                                                  --------                --------

          Net cash provided by operating activities                                 19,599                   7,861

Cash flows from investing activities:
     Proceeds from litigation settlement                                              --                     1,025
     Cash proceeds from sale of equipment                                           11,458                    --
     Purchase of vessels, terminals and equipment                                   (2,408)                 (5,838)
                                                                                  --------                --------

          Net cash provided by (used in) investing activities                        9,050                  (4,813)
                                                                                  --------                --------

Cash flows from financing activities:
     Payment of long-term debt                                                      (7,100)                (15,823)
     Borrowings under revolving credit facility                                     14,908                  10,000
     Repayments of borrowing under revolving credit facilities                     (25,481)                   --
     Purchase of treasury stock                                                     (1,658)                   --
     Dividends declared and paid                                                    (2,430)                 (2,179)
                                                                                  --------                --------

          Net cash provided by (used in) financing activities                      (21,761)                 (8,002)
                                                                                  --------                --------

Net increase (decrease) in cash and cash equivalents                                 6,888                  (4,954)
Cash and cash equivalents at beginning of period                                     1,214                  13,312
                                                                                  --------                --------

Cash and cash equivalents at end of period                                        $  8,102                $  8,358
                                                                                  ========                ========
</TABLE>

See notes to financial statements

                                       6
<PAGE>

                                 MARITRANS INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 1999

1.      Basis of Presentation/Organization
        Maritrans Inc. owns Maritrans Operating Partners L.P. ("the Operating
        Partnership"), 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, and own and
        operate petroleum storage facilities on the Atlantic Coast.

        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, 1998, 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 generally
        accepted accounting principles 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, 1998.







                                       7
<PAGE>

2.      Earnings per Common Share

        The following data show the amounts used in computing basic and diluted
        earnings per share ("EPS"):

<TABLE>
<CAPTION>
                                                         Three Months Ended            Six Months Ended
                                                              June 30,                      June 30,
                                                        1999           1998           1999           1998
                                                        ----           ----           ----           ----
                                                               (000's)                       (000's)
<S>                                                      <C>            <C>            <C>            <C>
       Income available to common stockholders
         used in basic EPS                              $ 900         $ 1,325        $ 2,985        $ 2,045

       Weighted average number of common
         shares used in basic EPS                      11,788          12,105         11,902         12,075

       Effect of dilutive securities:
         Stock options and restricted shares              132             244            125            250

       Weighted number of common shares
         and dilutive potential common
         stock used in diluted EPS                     11,920          12,349         12,027         12,325
</TABLE>

3.      Income Taxes
        The Company's effective tax rate differs from the federal statutory rate
        due primarily to state income taxes.

4.      Gain on Sale of Assets
        In the first quarter of 1999, the Company sold five vessels that were no
        longer deemed core to the Company's operations. The vessels consisted of
        two tug and barge units that were working in Puerto Rico and a tugboat
        working in the Atlantic Coast. The gain on the sale of these assets, net
        of noncash adjustments, was $3.7 million and is included in other
        income.

5.      Share Buyback Program
        On February 9, 1999, the Board of Directors authorized a share buyback
        program for the acquisition of up to 1 million shares of the Company's
        common stock. This amount represents approximately 8 percent of the 12.1
        million shares outstanding at the beginning of the program. As of June
        30, 1999, 281,900 shares have been repurchased under the plan and have
        been financed from internally generated funds. Maritrans intends to hold
        the majority of the shares as treasury stock, some of which may be used
        for employee compensation plans, acquisition currency, and/or other
        corporate purposes.

                                       8
<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Results of Operations

Three Month Comparison

Revenue in the second quarter of 1999 increased over the second quarter of 1998.
Although barrels of cargo transported decreased from 66.6 million to 65.9
million, vessel utilization increased. Overall vessel utilization, including
changes in the fleet, as measured by revenue days divided by calendar days
available, increased from 80.2 percent in the second quarter of 1998 to 83.4
percent in the second quarter of 1999. The majority of this increased
utilization was a result of the Company's high level of contract business.
Additionally, there were refinery disruptions which created temporary
opportunties to more refined oil from the Gulf of Mexico to the West Coast.
Revenues also increased due to the addition of a 260,000 barrel oil tanker to
the fleet late in 1998.

Total operating expenses increased in the second quarter of 1999 compared to the
second quarter of 1998 due to the addition of the 260,000 barrel oil tanker to
the Gulf of Mexico fleet discussed above. Additionally, crew costs increased as
a result of training costs and as a result of vessels manned and utilized in
1999, which were out of service for maintenance in the corresponding period of
1998. Offsetting some of the increase in operating expense was the sale of two
tug and barge units operating in Puerto Rico in the first quarter of 1999. In
addition, in the second quarter of 1998, the Company chartered in outside oil
transportation capacity to cover contract commitments due to a heavy maintenance
schedule, which did not occur in the corresponding period of 1999.

Operating income decreased as a result of the aforementioned changes in revenue
and expenses.

Net income for the second quarter of 1999 decreased compared to the second
quarter of 1998 due to the aforementioned changes in revenue and expenses.

                                       9
<PAGE>

Six Month Comparison

Revenue in the first six months of 1999 increased over the same period of 1998.
Although barrels of cargo transported decreased from 128.6 million to 128.3
million, vessel utilization increased. Overall vessel utilization, including
changes in the fleet, as measured by revenue days divided by calendar days
available, increased from 80.7 percent in the first half of 1998 to 82.3 percent
for the first half of 1999. The main factors of the revenue increase were the
addition of a 260,000 barrel oil tanker to the fleet in the second half of 1998,
a high level of contract business and a temporary increase in vessel demand due
to refinery disruptions on the West Coast. These increases were offset by the
reduction in revenue and in barrels transported because two units operating in
Puerto Rico were sold in the first quarter of 1999. Utilization in the current
year has been negatively affected by a shortage of qualified marine personnel.
The Company has hired qualified personnel to fill the open positions, thereby
lessening the impact of the shortage discussed in the first quarter of 1999.

Total operating expenses increased in the first six months of 1999 compared to
the first six months of 1998 due to the addition of a 260,000 barrel oil tanker
to the Gulf of Mexico fleet, costs associated with the shortage of qualified
seagoing personnel both from the third party chartered tugboats and training
costs, and crew costs for vessels in the shipyard in 1998, which returned to
service in 1999. These increases were offset by the sale of the two tug and
barge units used in the Puerto Rico operations.

Operating income decreased as a result of the aforementioned changes in revenue
and expenses.

Other income for the first quarter of 1999 includes a gain of $3.7 million, net
of noncash adjustments, on the disposition of five vessels that were no longer
deemed core to the Company's operations. The vessels consisted of two tug and
barge units, which were working in Puerto Rico and a tugboat working in the
Atlantic Coast. The total vessels sold represent less than 3% of the Company's
cargo carrying capacity.

Net income for the first six months of 1999 increased compared to the first six
months of 1998 due to the gain on the sale of assets discussed above, offset by
the aforementioned changes in revenue and expenses.

Management expects conditions in the Company's main markets to continue to be
very competitive as additional vessels are being introduced into the market by
Maritrans' competitors. Additionally, the recent trend of mergers, acquisitions
and consolidations among major oil companies that purchase both the Company's
and its competitors services is likely to continue to exert downward pressure on
market rates in general.

Liquidity and Capital Resources

For the six months ended June 30, 1999, funds provided by operating activities
were sufficient to meet debt service obligations and loan agreement
restrictions, to make capital acquisitions and improvements and to allow
Maritrans to pay a dividend of $0.10 per common share in the current quarter.
Dividend payments are expected to continue quarterly in 1999. The ratio of total
debt to the sum of total debt and stockholders equity is .47 at June 30, 1999.

                                       10
<PAGE>

Management believes that in 1999 funds provided by operating activities,
augmented by financing and investing transactions, will be sufficient to provide
funds necessary for operations, anticipated capital expenditures, lease
payments, dividend payments and required debt repayments.

On February 9, 1999, the Board of Directors authorized a share buyback program
for the acquisition of up to 1 million shares of the Company's common stock.
This amount represents approximately 8 percent of the 12.1 million shares
outstanding at the beginning of the program. As of June 30, 1999, 281,900 shares
have been repurchased under the plan and have been financed from internally
generated funds. Maritrans intends to hold the majority of the shares as
treasury stock, some of which may be used for employee compensation plans,
acquisition currency, and/or other corporate purposes.

On July 30, 1999, the Company awarded a contract to rebuild a second large
single hull barge, the OCEAN 244, to a double hull configuration. The project
will begin early in the second quarter of 2000 and have a total cost of
approximately $12 million. Prefabrication work will begin immediately, with
interim payments being made to the shipyard contractor in the second half of
1999. The Company expects to finance this project from internally generated
funds.

In August 1999, the Company entered into an agreement to convert a tugboat
charter agreement to a purchase agreement. The Company will expend approximately
$2.5 million in the third quarter of 1999 and will continue payments of
approximately $76 thousand per month, for sixty-five months to the former
charterers under a note agreement with that party.

Debt Obligations and Borrowing Facility

At June 30, 1999, the Company had $77.6 million in total outstanding debt,
secured by mortgages on most of the fixed assets of the Company. The current
portion of this debt at June 30, 1999 was $7.7 million. The Company has a $10
million working capital facility, secured by its receivables and inventories. At
June 30, 1999, there is no balance outstanding under this facility, although the
Company utilizes this facility from time to time. The Company recently renewed
this facility through June of 2000.

In 1997, Maritrans entered into a multi-year revolving credit facility for
amounts up to $33 million with Mellon Bank, N.A. This facility is collateralized
by mortgages on tankers acquired in 1998 and 1997. At June 30, 1999, $22 million
was outstanding under this facility.

                                       11
<PAGE>

Impact of Year 2000

Some of the Company's older computer programs and embedded computer components
suffer from Year 2000 incompatibilities. If left unchanged, this may cause a
system failure or miscalculations causing disruptions in operations, including,
among other things, the inability to operate vessel systems, a temporary
inability to process transactions, to send invoices, or to engage in normal
similar business activities. Following is a brief description of the tasks
incorporated in the Company's Year 2000 effort:

Software Inventory:                 List all custom software components that may
                                    have a dependency on Year 2000.

Software Assessment:                Analyze each software component to determine
                                    if a Year 2000 dependency exists; if so then
                                    determine magnitude of impact and effort for
                                    remediation. Prioritize remediation efforts.

Software Remediation:               Implement corrections or develop alternative
                                    plans to work around the problem.

Imbedded Systems Inventory:         Develop a list of all devices which contain
                                    embedded computer chips, such as radars, the
                                    Global Positioning System, rudder controls,
                                    engine controls and truck rack monitors.

Imbedded Systems Assessment:        Work with the individual manufacturing
                                    companies to identify any problems with
                                    specific devices. Conduct independent tests
                                    to identify any possible problems.

Imbedded Systems Remediation:       Work with the manufacturing companies to
                                    implement replacement or work around plans.
                                    Collaborate with other companies that have
                                    the same dependencies to reduce cost and
                                    increase effectiveness.

Service Provider Assessment:        Verify that service providers are
                                    investigating their own Year 2000 problems
                                    and that the Company's interactions with
                                    them are Year 2000 compliant. Identify key
                                    service providers and conduct in-depth
                                    analyses to verify that service to Maritrans
                                    will not be impacted.

Customer Assessment:                Verify that customers are proceeding with
                                    their own Year 2000 efforts. Collaborate
                                    with the customers to ensure that both
                                    parties have a smooth transition into the
                                    new millennium.

Contingency Planning:               Identify and document contingency plans for
                                    core business processes.

The Company completed an assessment of its business computing systems,
commercial off-the-shelf systems, and embedded systems and has developed new
software programs and replaced commercial systems to take advantage of newer
technologies. As a result of this initiative, the Company believes its business
operating systems, critical embedded systems, and commercial off-the-shelf
systems are Year 2000 compliant.

                                       12
<PAGE>

For the Company's less critical commercial vessel systems' embedded components,
the Company is working closely with the manufacturers to verify compliance and
is proceeding with remediation efforts. The Company is collaborating with its
key service providers and customers to ensure their Year 2000 efforts will
identify and address common risks as well as developing contingency plans where
necessary. The Company's major customers do not expect to incur major
disruptions in the need for services due to any Year 2000 issues. While the
Company has completed its major efforts in assessing its business partners, it
will continue collaboration efforts to ensure a smooth transition into Year
2000. However, there can be no assurances that the companies with which the
Company does business will achieve a Year 2000 conversion in a timely fashion,
or that such failure to convert by another company will not have a material
adverse effect on Maritrans.

The Company's contingency planning effort has identified critical business
processes and the Year 2000 dependencies that these processes may have. The
Company has prioritized these processes and developed contingency plans to
eliminate or manage any Year 2000 failures that may occur. These contingency
plans consider the internal systems and facilities, customer and supplier
readiness, and infrastructure concerns. The Company has completed a majority of
its contingency planning efforts but plans on continuing its testing and
fine-tuning of these plans up through the end of 1999.

The Company believes that with the conversions to new software, the Year 2000
issue will not pose significant operational problems for its business computing
systems. The Company believes that with its program of verifying vessel systems
with manufacturers and replacing any non-compliant systems, the Year 2000 issue
will not pose significant operational problems. Due to the fact that there is
little standardization of equipment types aboard the vessels, the Company also
believes that if such verifications are faulty or if replacements are not
completed on time, these isolated problems will not have a material adverse
affect on operations. Completion of the Company's Year 2000 efforts does not
guarantee that Year 2000 will not have a material adverse effect on the Company.

The Company believes that the most reasonably likely worst case Year 2000
scenario would be that some of the customers' supply chains would be disrupted.
This would cause fewer barrels to be moved, interruption of normal distribution
patterns, and/or inability to transfer product, possibly leaving the vessels
empty and crippling the delivery system. In this event, the Company expects less
than half of the fleet would be impacted with a maximum of 5-day delays for
product loading. Vessels attempting to discharge would be rerouted to other
ports or customers and thus it is believed, not incur significant delays. As
part of the contingency planning efforts, the Company is addressing this
specific issue internally and with customers to reduce the likelihood and impact
of this scenario.

                                       13
<PAGE>

The total cost of the Company's Year 2000 remediation efforts is expected to be
$0.6 million, with approximately $0.1 million to be incurred during the
remainder of the project. This amount is being financed from internally
generated funds. The costs of the project and the date on which the Company
believes it will complete the Year 2000 conversions are based on management's
best estimates. However, there can be no guarantees that these estimates will be
achieved and actual results could differ materially from those anticipated.
Specific factors that might cause material differences include, but are not
limited to, the availability and cost of personnel trained in this area, the
ability to upgrade all relevant operating systems, and similar uncertainties.

Forward Looking Information

In this report, the statements contained or incorporated by reference that are
not historical facts or statements of current condition are forward-looking
statements. Such forward-looking statements may be identified by, among other
things, the use of forward-looking terminology such as "believes", "expects",
"forecasts", "will" or "anticipates", or the negative thereof or other
variations thereon or comparable terminology, or by discussion of strategies or
intentions. These forward-looking statements, such as statements regarding
present or anticipated utilization, future revenues and customer relationships,
capital expenditures, future financings and other statements regarding matters
that are not historical facts, involve predictions. The Company's actual
results, performance or achievements could differ materially from the results
expressed in, or implied by, these forward-looking statements. Potential risks
and uncertainties that could affect the Company's actual results, performance or
achievements include, but are not limited to, the factors outlined in the
Company's Form 10-K filed with the Securities and Exchange Commission for the
year ended December 31, 1998 and general financial, economic, environmental and
regulatory conditions affecting the oil and marine transportation industry in
general. Given these uncertainties, current or prospective investors are
cautioned not to place undue reliance on any such forward-looking statements.
Furthermore, the Company disclaims any obligation or intent to update any such
factors or forward-looking statements to reflect future events or developments.










                                       14
<PAGE>

                           Part II: OTHER INFORMATION

ITEM 1.         Legal Proceedings

                In Maritrans Inc., et al v. United States, Maritrans sued the
                United States in 1996 alleging that the double hull requirement
                of the Oil Pollution Act of 1990 ("OPA") which requires
                retirement of Maritrans' fleet of single-hulled barges, is a
                "taking" under the fifth amendment to the U.S. Constitution.
                Maritrans is seeking in excess of $250 million in compensation
                for this taking. A trial was held in July 1997 on the
                preliminary issue of whether Maritrans had a cognizable property
                interest that could be subject to taking.

                In an Order dated October 29, 1997, the United States Court of
                Federal Claims held that, at the time Maritrans built or
                acquired its single-hulled tank barges, it could not have
                reasonably anticipated that double hulls would be required
                within the working lifetime of the vessels. This Order cleared
                the way for further proceedings which will determine whether
                OPA's double-hull requirements constitute a taking, and, if so,
                the amount of compensation to be paid to Maritrans. The written
                opinion of this Order was handed down on April 24, 1998.

                In May 1998, the United States filed a Motion for
                Reconsideration, which was denied by the Court some weeks later.
                Subsequently, also in May, the United States filed a further
                Motion for Summary Judgment. On March 11, 1999, the United
                States Court of Federal Claims ("the Court") dismissed
                Maritrans' suit in response to the Motion for Summary Judgment,
                deciding essentially that the Company's cause of action is not
                yet ripe for judicial determination because Maritrans' vessels
                have not yet been forced out of service by OPA's phase-out
                provisions. The Court determined that since the vessels are
                continuing to generate income, the Company has not suffered the
                degree of economic harm sufficient to constitute a Fifth
                Amendment taking.

                Maritrans, by Motion of March 22, 1999, asked the Court to
                reconsider its dismissal. On April 30, 1999, following a
                hearing, the Court did order the case reinstated on its trial
                docket as to a portion of the vessels within the Maritrans
                fleet. The parties have been engaged in efforts to agree upon
                trial scheduling. On July 20, 1999, the United States filed a
                motion asking that the Court certify various issues to the Court
                of Appeals for the Federal Circuit. On August 2, 1999, Maritrans
                filed a Motion with the Court in opposition to that filed by the
                United States. The Court's response to these Motions has not yet
                been received.

                                       15
<PAGE>

ITEM 6.         Exhibits and Reports on Form 8-K

(a)             Exhibits

                No. 27 - Financial Data Schedule.

(b)             Reports on Form 8-K

                (1) No reports on Form 8-K were filed during the quarter ended
                    June 30, 1999.
























                                       16
<PAGE>

                                   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:  /s/ H. William Brown                      Dated: August 13, 1999
     -----------------------------------
              H. William Brown
          Chief Financial Officer
        (Principal Financial Officer)







By:  /s/ Walter T. Bromfield                   Dated: August 13, 1999
     -----------------------------------
             Walter T. Bromfield
           Treasurer and Controller
        (Principal Accounting Officer)














                                       17
<PAGE>

                                 EXHIBIT INDEX


Exhibit                                                         Page Number
- -------                                                         -----------
  27              Financial Data Schedule                           --




























                                       18

<TABLE> <S> <C>

<ARTICLE> 5

<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1999
<PERIOD-START>                             JAN-01-1999
<PERIOD-END>                               JUN-30-1999
<CASH>                                           8,102
<SECURITIES>                                         0
<RECEIVABLES>                                   15,496
<ALLOWANCES>                                     1,506
<INVENTORY>                                      4,432
<CURRENT-ASSETS>                                42,788
<PP&E>                                         350,985
<DEPRECIATION>                                 159,468
<TOTAL-ASSETS>                                 240,490
<CURRENT-LIABILITIES>                           31,217
<BONDS>                                         69,900
                                0
                                          0
<COMMON>                                           132
<OTHER-SE>                                      88,976
<TOTAL-LIABILITY-AND-EQUITY>                   240,490
<SALES>                                              0
<TOTAL-REVENUES>                                78,232
<CGS>                                                0
<TOTAL-COSTS>                                   73,997
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                               3,547
<INCOME-PRETAX>                                  4,830
<INCOME-TAX>                                     1,845
<INCOME-CONTINUING>                              2,985
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     2,985
<EPS-BASIC>                                      .25
<EPS-DILUTED>                                      .25


</TABLE>


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