MARITRANS INC /DE/
10-Q, 2000-11-13
WATER TRANSPORTATION
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<PAGE>   1
                                  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 September 30, 2000
                               ------------------

                                       or

___      Transition Report Pursuant to Section 13 or 15(d) of the Securities
         Exchange Act of 1934

For the Transition Period from __________ to ____________

Commission File Number  1-9063
                       -------

                                 MARITRANS INC.
                                 --------------
             (Exact name of registrant as specified in its charter)

           DELAWARE                                          51-0343903
-------------------------------                              ----------
(State or other jurisdiction of                         (Identification No.
incorporation or organization)                            I.R.S. Employer)

                                TWO HARBOUR PLACE
                             302 KNIGHTS RUN AVENUE
                                   SUITE 1200
                              TAMPA, FLORIDA 33602
                              --------------------
                    (Address of principal executive offices)
                                   (Zip Code)

                                 (813) 209-0600
                                 --------------
               Registrant's telephone number, including area code

                                 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, 10,972,055 shares
                       outstanding as of November 10, 2000


                                       1
<PAGE>   2



                                 MARITRANS INC.
                                      INDEX



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

Item 1.           Financial Statements (Unaudited)

                  Condensed Consolidated Balance Sheets - September 30, 2000 and December 31, 1999 .....................3

                  Condensed Consolidated Statements of Operations - Three months
                    ended September 30, 2000 and 1999 ..................................................................4

                  Condensed Consolidated Statements of Operations - Nine months ended September 30,
                    2000 and 1999.......................................................................................5

                  Condensed Consolidated Statements of Cash Flows - Nine months
                     ended September 30, 2000 and 1999 .................................................................6

                  Notes to Condensed Consolidated Financial Statements .................................................7

Item 2.           Management's Discussion and Analysis of Financial Condition and Results of Operations ...............10


PART II.          OTHER INFORMATION

Item 1.           Legal Proceedings ...................................................................................16

Item 6.           Exhibits and Reports on Form 8-K ....................................................................17


SIGNATURES ............................................................................................................18
</TABLE>




                                       2
<PAGE>   3





                          PART I: FINANCIAL INFORMATION

                                 MARITRANS INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                     ($000)

<TABLE>
<CAPTION>
                                                            SEPTEMBER 30,     DECEMBER 31,
                                                                2000             1999
                                                             -----------        --------
                                                             (Unaudited)        (Note 1)

<S>                                                         <C>               <C>
ASSETS

Current assets:
     Cash and cash equivalents                                $ 28,910          $ 13,232
     Cash and cash equivalents - restricted                     10,300            21,000
     Trade accounts receivable                                  12,227            14,676
     Other accounts receivable                                   4,837             5,782
     Inventories                                                 3,456             3,355
     Deferred income tax benefit                                 4,003             4,013
     Prepaid expenses                                            2,989             3,101
                                                              --------          --------
          Total current assets                                  66,722            65,159

Vessels and equipment                                          284,940           278,471
     Less accumulated depreciation                             129,510           119,013
                                                              --------          --------
          Net vessels and equipment                            155,430           159,458

Notes receivable                                                 4,840             3,692
Other                                                           11,136            22,712
                                                              --------          --------

          Total assets                                        $238,128          $251,021
                                                              ========          ========

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
     Debt due within one year                                 $  7,861          $  7,773
     Trade accounts payable                                      1,047             1,686
     Accrued interest                                            2,104             1,203
     Accrued shipyard cost                                       7,821             6,961
     Accrued wages and benefits                                  4,051             2,727
     Other accrued liabilities                                   4,420             9,651
                                                              --------          --------
          Total current liabilities                             27,304            30,001

Long-term debt                                                  68,336            75,861
Deferred shipyard costs                                         11,730            10,442
Other liabilities                                                4,557             4,095
Deferred income taxes                                           35,925            35,925

Stockholders' equity                                            90,276            94,697
                                                              --------          --------

          Total liabilities and stockholders' equity          $238,128          $251,021
                                                              ========          ========
</TABLE>

See notes to financial statements.



                                       3
<PAGE>   4



                                 MARITRANS INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)
                        ($000, EXCEPT PER SHARE AMOUNTS)



<TABLE>
<CAPTION>
                                                      JULY 1 TO              JULY 1 TO
                                                 SEPTEMBER 30, 2000      SEPTEMBER 30, 1999
                                                 ------------------      ------------------

<S>                                              <C>                     <C>
Revenues                                             $ 32,744                $ 39,185

     Costs and expenses:
         Operation expense                             17,663                  22,637
         Maintenance expense                            3,744                   6,957
         General and administrative                     2,354                   2,613
         Depreciation and amortization                  4,299                   5,223
                                                     --------                --------

         Total operating expense                       28,060                  37,430
                                                     --------                --------

     Operating income                                   4,684                   1,755

     Interest expense                                  (1,478)                 (1,623)
     Other income (loss), net                           1,067                  (4,829)
                                                     --------                --------

     Income (loss) before income taxes                  4,273                  (4,697)

     Income tax provision (benefit)                     1,565                  (1,788)
                                                     --------                --------

     Net income (loss)                               $  2,708                $ (2,909)
                                                     ========                ========

     Basic earnings (loss) per share                 $   0.25                $  (0.25)
     Diluted earnings (loss) per share               $   0.24                $  (0.25)
     Dividends declared per share                    $   0.10                $   0.10
</TABLE>


See notes to financial statements.



                                       4
<PAGE>   5

                                 MARITRANS INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)
                        ($000, EXCEPT PER SHARE AMOUNTS)



<TABLE>
<CAPTION>
                                                  JANUARY 1 TO            JANUARY 1 TO
                                               SEPTEMBER 30, 2000      SEPTEMBER 30, 1999
                                               ------------------      ------------------

<S>                                            <C>                     <C>
Revenues                                           $  91,468                $ 117,417

     Costs and expenses:
         Operation expense                            51,638                   66,611
         Maintenance expense                          13,800                   21,869
         General and administrative                    6,459                    7,435
         Depreciation and amortization                12,856                   15,512
                                                   ---------                ---------

         Total operating expense                      84,753                  111,427
                                                   ---------                ---------

     Operating income                                  6,715                    5,990

     Interest expense                                 (4,791)                  (5,170)
     Other income (loss), net                          2,458                     (687)
                                                   ---------                ---------

     Income before income taxes                        4,382                      133

     Income tax provision                              1,665                       57
                                                   ---------                ---------

     Net income                                    $   2,717                $      76
                                                   =========                =========

     Basic earnings per share                      $    0.25                $    0.01
     Diluted earnings per share                    $    0.24                $    0.01
     Dividends declared per share                  $    0.30                $    0.30
</TABLE>


See notes to financial statements.



                                       5
<PAGE>   6


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

<TABLE>
<CAPTION>
                                                                                 NINE MONTHS ENDED SEPTEMBER 30,
                                                                                   2000                   1999
                                                                                 --------------------------------
<S>                                                                              <C>                     <C>
Cash flows from operating activities:
     Net income                                                                  $  2,717                $     76
     Adjustments to reconcile net income to net cash
     provided by (used in) operating activities:
          Depreciation and amortization                                            12,856                  15,512
          Deferred income tax provision                                                10                    (615)
          Stock compensation                                                          770                     682
          Changes in receivables, inventories and prepaid expenses                  3,562                   6,019
          Changes in current liabilities, other than debt                          (2,785)                  3,468
          Non-current changes, net                                                  2,534                   1,489
          (Gain) Loss on sale of fixed assets                                         637                   1,493
                                                                                 --------                --------
                                                                                   17,584                  28,048
                                                                                 --------                --------

          Net cash provided by operating activities                                20,301                  28,124

Cash flows from investing activities:
     Release of cash and cash equivalents - restricted                             21,548                      --
     Cash proceeds from sale of equipment                                             165                  21,136
     Purchase of vessels, terminals and equipment                                 (10,991)                 (4,594)
                                                                                 --------                --------

          Net cash provided by investing activities                                10,722                  16,542
                                                                                 --------                --------

Cash flows from financing activities:
     Payment of long-term debt                                                     (7,437)                (10,776)
     Borrowings under revolving credit facility                                     2,500                  14,908
     Repayments of borrowing under revolving credit facilities                     (2,500)                (25,481)
     Proceeds from exercise of stock options                                          129                      --
     Purchase of treasury stock                                                    (4,617)                 (2,458)
     Dividends declared and paid                                                   (3,420)                 (3,621)
                                                                                 --------                --------

          Net cash provided by (used in) financing activities                     (15,345)                (27,428)
                                                                                 --------                --------

Net increase in cash and cash equivalents                                          15,678                  17,238
Cash and cash equivalents at beginning of period                                   13,232                   1,214
                                                                                 --------                --------

Cash and cash equivalents at end of period                                       $ 28,910                $ 18,452
                                                                                 ========                ========

Noncash investing and financing activities
   Borrowings under long-term debt for purchase of vessel                              --                $  4,947
   Note receivable from sale of property                                         $  1,575                      --
</TABLE>


See notes to financial statements



                                       6
<PAGE>   7

                                 MARITRANS INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2000



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.

         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, 1999, 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, 1999.




                                       7
<PAGE>   8


2.       EARNINGS PER COMMON SHARE

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

<TABLE>
<CAPTION>
                                                        Three Months Ended                       Nine Months Ended
                                                           September 30,                           September 30,
                                                     2000                1999                 2000                1999
                                                     ----                ----                 ----                ----
                                                              (000's)                                 (000's)
<S>                                                <C>                 <C>                  <C>                 <C>
Income available to common stockholders
     used in basic EPS                             $  2,708            $ (2,909)            $  2,717            $     76

Weighted average number of common
    shares used in basic EPS                         10,755              11,577               11,082              11,810

Effect of dilutive securities:
    Stock options and restricted shares                 304                  --                  288                 113

Weighted number of common shares
    and dilutive potential common
    stock used in diluted EPS                        11,059              11,577               11,370              11,923
</TABLE>


3.       INCOME TAXES

         The Company's effective tax rate differs from the federal statutory
         rate due primarily to state income taxes and certain nondeductible
         items.

4.       SHARE BUYBACK PROGRAM

         On February 9, 1999, the Board of Directors authorized a share buyback
         program for the acquisition of up to one million shares of the
         Company's common stock. This amount represented approximately 8 percent
         of the 12.1 million shares outstanding at the beginning of the program.
         In February 2000, the Board of Directors authorized the acquisition of
         an additional one million shares in the program. As of September 30,
         2000, 1,411,700 shares have been repurchased under the plan and were
         financed from internally generated funds.

5.       CORPORATE RELOCATION AND DOWNSIZING

         In September 1999, the Company announced its intent to relocate the
         corporate headquarters from Philadelphia, PA to Tampa, FL. In April
         2000, this move occurred. The Company expenses costs associated with
         the move as incurred. As of September 30, 2000 the Company has incurred
         $1.1 million of costs associated with the move. Also, in September
         1999, the Company announced a reduction in its




                                       8
<PAGE>   9

         shoreside staff. The Company accrued $0.9 million of severance costs in
         September 1999 for the cash benefits to be paid to the employees who
         were terminated. Of this amount, approximately $0.8 million has been
         paid through September 30, 2000.

6.       SALE OF ASSETS

         In June 2000, the Company sold real estate and equipment located in
         Philadelphia, PA. The sales price totaled $1.75 million of which $1.58
         million was received in the form of a note. The pre-tax loss on the
         sale was $0.7 million and is included in other income in the statement
         of operations.

7.       IMPACT OF RECENT ACCOUNTING PRONOUNCEMENTS

         In June 1998, the Financial Accounting Standards Board issued Statement
         of Financial Accounting Standards No. 133, Accounting for Derivative
         Instruments and Hedging Activities ("Statement 133"). Statement 133
         establishes accounting and reporting standards for derivative
         instruments, including certain derivative instruments embedded in other
         contracts (collectively referred to as derivatives), and for hedging
         activities. The Company will adopt Statement 133 on January 1, 2001,
         and the effect of adoption will not have a material effect on the
         Company.






                                       9
<PAGE>   10


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

Forward Looking Information

Some of the statements in this Form 10-Q (the "10-Q") constitute forward-looking
statements under Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended, including
statements made with respect to present or anticipated utilization, future
revenues and customer relationships, capital expenditures, future financings,
and other statements regarding matters that are not historical facts and involve
predictions. These statements involve known and unknown risks, uncertainties and
other factors that may cause actual results, levels of activity, growth,
performance, earnings per share or achievements to be materially different from
any future results, levels of activity, growth, performance, earnings per share
or achievements expressed in or implied by such forward-looking statements.

The forward-looking statements included in this 10-Q relate to future events or
the Company's future financial performance. In some cases, the reader can
identify forward-looking statements by terminology such as "may," "believe,"
"future," "potential," "estimate," "expect," "intend," "plan," "through,"
"provide," "meet," "allow," "represent," "result," "seek," "increase," "work,"
"perform," "make," "continue," "will," "include," or the negative of such terms
or comparable terminology. These forward-looking statements inherently involve
certain risks and uncertainties, although they are based on the Company's
current plans or assessments that we believe are reasonable as of the date of
this 10-Q. Factors that may cause actual results, goals, targets or objectives
to differ materially from those contemplated, projected, forecast, estimated,
anticipated, planned or budgeted in such forward-looking statements include,
among others, the factors outlined in this 10-Q and general financial, economic,
environmental and regulatory conditions affecting the oil and marine
transportation industries in general. These factors may cause the Company's
actual results to differ materially from any forward-looking statement. Given
such uncertainties, current or prospective investors are cautioned not to place
undue reliance on any such forward-looking statements.

Although the Company believes that the expectations in the forward-looking
statements are reasonable, the Company cannot guarantee future results, levels
of activity, performance, growth, earnings per share or achievements. However,
neither the Company nor any other person assumes responsibility for the accuracy
and completeness of such statements. The Company is under no duty to update any
of the forward-looking statements after the date of this 10-Q to conform such
statements to actual results.

The following discussion should be read in conjunction with the unaudited
financial statements and notes thereto included in Part I Item 1 of this Form
10-Q and the audited financial statements and notes thereto and



                                       10
<PAGE>   11

Management's Discussion and Analysis of Financial Condition and Results of
Operations for the year ended December 31, 1999 contained in the Company's
Annual Report on Form 10-K for the year ended December 31, 1999.

Results of Operations

Three Month Comparison

Revenue in the third quarter of 2000 was $32.7 million compared to $39.2 million
in the third quarter of 1999, a decrease of $6.5 million or 16.6 percent.
Although revenue in the quarter decreased $9.7 million as a result of the
thirty-one vessels and the petroleum storage terminals that were sold in 1999,
revenue for the remaining fleet for the comparable periods increased $3.2
million. This increase resulted from both high utilization on the operating
vessels and increased daily rates charged to customers. Vessel utilization, as
measured by revenue days divided by calendar days available, for the remaining
comparable fleets decreased from 87.8 percent in the third quarter of 1999 to
86.7 percent in the third quarter of 2000. The overall decrease was the result
of the OCEAN 244 being out of service in the quarter for its double hull
rebuild, which will continue into late in the fourth quarter. Excluding the
OCEAN 244, utilization for the operating vessels was 93.0 percent. Barrels of
cargo transported increased from 46.2 million in the third quarter of 1999 to
49.0 million in the third quarter of 2000 for the comparable fleets. More
capacity is expected to be out of service for shipyardings in the fourth quarter
than was experienced in the third quarter, which the Company believes will
result in lower utilization. The average daily rate increased over the
comparable period in 1999 due primarily to increased fuel costs, discussed in
operating expenses below, for the amounts the Company was able to pass through
to customers under its contractual agreements. A small portion of the increase
in daily rates was due to an increase in the overall market rates, which began
late in the quarter and is expected to continue through the remainder of 2000.

Total operating expenses in the third quarter of 2000 were $28.1 million
compared to $37.4 million in the third quarter of 1999, a decrease of $9.3
million or 24.9 percent. This decrease was due primarily to the sale of assets
discussed above. In addition, shoreside related expenses decreased as a result
of the reduction in shoreside staff in 1999. In September 1999, the Company had
recorded a severance expense of $0.9 million for these employees. Maintenance
expense decreased as a result of the reduction in fleet size and the impact of
the rebuilding of the single-hulled barges to double-hulled barges, which allows
certain procedures to be performed while the vessel is in the shipyard for its
double-hulling. Offsetting the above decreases in operating expenses was an
increase in fuel expense for fuel used on the vessels. The average price per
gallon in the third quarter of 2000 increased 74% compared to the third quarter
of 1999. Under its contractual agreements, the Company was able to pass through
to customers some of these fuel costs. The Company



                                       11
<PAGE>   12

incurred $0.5 million in relocation costs in the current quarter for the move of
the corporate headquarters from Philadelphia, PA to Tampa, FL.

Operating income increased as a result of the aforementioned changes in revenue
and expenses. Other income includes interest income of $1.0 million. Other
income for the third quarter 1999 included a loss of $5.9 million on the sale of
the Company's two petroleum storage terminals during that quarter.

Net income for the third quarter of 2000 increased compared to the third quarter
of 1999 due to the aforementioned changes in revenue, expenses and other income.

Nine Month Comparison

Revenue for the nine months ended September 30, 2000 was $91.4 million compared
to $117.4 million for the nine months ended September 30, 1999, a decrease of
$26.0 million or 22.1 percent. Although revenue in the nine months decreased
$31.8 million as a result of the thirty-one vessels and the petroleum storage
terminals that were sold in 1999, revenue for the remaining fleet for the
comparable periods increased $5.8 million. This revenue increase resulted from
increases in both the utilization of the operating vessels and in the average
daily rates charged to customers. Vessel utilization, as measured by revenue
days divided by calendar days available, decreased from 88.0 percent for the
nine months ended September 30, 1999 to 86.5 percent for the nine months ended
September 30, 2000 for the remaining comparable fleets. The overall decrease was
the result of the OCEAN 244 being out of service for six months through
September 30, 2000, for its double hull rebuild. The rebuild will continue into
late in the fourth quarter. The operating vessels experienced high utilization
during the period. Excluding the OCEAN 244, utilization for the operating
vessels was 90.4 percent. Barrels of cargo transported increased from 133.9
million for the nine months ended September 30, 1999 to 145.0 million for the
nine months ended September 30, 2000 for the remaining comparable fleets. The
average daily rate increased over the comparable period in 1999 due primarily to
increased fuel costs, discussed in operating expenses below, for amounts the
Company was able to pass through to customers under its contractual agreements.
Late in the period, overall market rates began to increase. This was due to the
amount of capacity already under contract to major oil companies and to low
distillate inventories in the United States, particularly heating oil in the
Northeast, both of which have raised rates for available Jones Act capacity. The
Company expects the strong market rates to continue and to have a positive
impact on the Company's revenue.

Total operating expenses for the nine months ended September 30, 2000 were $84.8
million compared to $111.4 million for the nine months ended September 30, 1999,
a decrease of $26.6 million or 23.9 percent.



                                       12
<PAGE>   13

This decrease was due primarily to the sale of assets discussed above. In
addition, shoreside related expenses decreased as a result of the reduction in
shoreside staff in 1999. In September 1999, the Company recorded a severance
charge of $0.9 million for these employees. Maintenance expense decreased as a
result of the reduction in fleet size and the impact of the rebuilding of the
single-hulled barges to double-hulled barges, which allows certain procedures to
be performed while the vessel is in the shipyard for its double-hulling.
Offsetting these decreases in operating expenses was an increase in fuel expense
for fuel used on the vessels. The year to date average price per gallon at
September 30, 2000 increased 79% compared to the same period in 1999. Based on
market expectations of oil prices continuing at or above $30 per barrel, the
Company believes that its fuel costs will continue at rates higher than those in
1999 were. Some of this increase in fuel costs was passed through to customers
under contractual agreements. The Company incurred $1.1 million in relocation
costs through September 30, 2000 for the move of the corporate headquarters from
Philadelphia, PA to Tampa, FL in 2000.

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

Other income includes interest income of $3.0 million offset by a pre-tax loss
on the sale of Philadelphia real estate and equipment of $0.7 million. Other
income for the nine months ended September 30, 1999 included a loss of $1.5
million on the disposition of five vessels and two petroleum storage terminals.

Net income for the nine months ended September 30, 2000 increased compared to
the nine months ended September 30, 1999 due to the aforementioned changes in
revenue, expenses and other income.

Liquidity and Capital Resources

For the nine months ended September 30, 2000, 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 Inc. to pay a dividend of $0.10 per common share in the current
quarter. The ratio of total debt to the sum of total debt and stockholders
equity was 0.46:1 at September 30, 2000.

Management believes that in 2000, funds provided by operating activities,
augmented by financing and investing transactions, will be sufficient to finance
operations, anticipated capital expenditures, lease payments and required debt
repayments. While dividends were paid quarterly in each of the last two years,
there can be no assurances that dividend payments will continue.



                                       13
<PAGE>   14

On February 9, 1999, the Board of Directors authorized a share buyback program
for the acquisition of up to one million shares of the Company's common stock.
This amount represented approximately 8 percent of the 12.1 million shares
outstanding at the beginning of the program. In February 2000, the Board of
Directors authorized the acquisition of an additional one million shares in the
program. As of September 30, 2000, 1,411,700 shares have been repurchased under
the plan and have been financed from internally generated funds. The Company
intends to hold the majority of the repurchased shares as treasury stock,
although some shares will be used for employee compensation plans and others may
be used for acquisition currency and/or other corporate purposes.

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 rebuild is
expected to have a total cost of approximately $12 million. As of September 30,
2000, $10.4 million has been paid to the shipyard contractor. The vessel went
into the shipyard late in the first quarter of 2000 and is expected to return to
service late in the fourth quarter of 2000. The Company has been and expects to
continue financing this project from internally generated funds.

On August 17, 2000, the Company awarded a contract to rebuild a third large
single hull barge, the OCEAN CITIES, to a double hull configuration at an
expected total cost of approximately $15.5 million. As of September 30, 2000,
$2.7 million has been paid to the shipyard contractor for prefabrication and
other advance design work. The Company has been and expects to continue
financing this project from internally generated funds.

In September 1999, the Company announced its intent to relocate the corporate
headquarters from Philadelphia, PA to Tampa, FL. In April 2000, this move
occurred. Most of the costs related to this move have been incurred as of
September 30, 2000. Amounts incurred to that date are $1.1 million. The Company
maintains an office in the Philadelphia area that supports the lightering
operations.

Also in September 1999, the Company announced a reduction in its shoreside
staff. The Company accrued $0.9 million of severance costs in September 1999 for
the cash benefits to be paid to the employees who were terminated. At September
30, 2000, approximately $0.8 million of the severance costs have been paid to
the terminated employees.

Debt Obligations and Borrowing Facility

At September 30, 2000, the Company had $76.2 million in total outstanding debt,
secured by mortgages on most of the fixed assets of the Company. The current
portion of this debt at September 30, 2000 was $7.9 million.



                                       14
<PAGE>   15

In 1997, Maritrans entered into a multi-year revolving credit facility for
amounts up to $33 million with Mellon Bank, N.A. that are collateralized by
mortgages on tankers. In 2000, this facility was extended to October 30, 2002.
At September 30, 2000, $22.0 million was outstanding under this facility.

Impact of Recent Accounting Pronouncements

In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133, Accounting for Derivative Instruments
and Hedging Activities ("Statement 133"). Statement 133 establishes accounting
and reporting standards for derivative instruments, including certain derivative
instruments embedded in other contracts (collectively referred to as
derivatives), and for hedging activities. The Company will adopt Statement 133
on January 1, 2001, and the effect of adoption will not have a material effect
on the Company.




                                       15
<PAGE>   16


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 April 1999, the Court ruled that the case was ripe only with respect
         to vessels that OPA had forced out of service, which would include
         vessels that Maritrans had sold, scrapped or rebuilt. Maritrans alleges
         that the value of these assets, for which compensation is currently
         due, is approximately $100 million. The trial regarding these vessels
         will determine whether the double hull requirement is a taking, and if
         so, the amount of damages due Maritrans. The trial is scheduled to
         begin in January, 2001.



                                       16
<PAGE>   17


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
                September 30, 2000.


                                       17
<PAGE>   18

                                   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: November 13, 2000
     -----------------------------------
              H. William Brown
          Chief Financial Officer
        (Principal Financial Officer)







By:  /s/      Walter T. Bromfield           Dated: November 13, 2000
     -----------------------------------
             Walter T. Bromfield
           Treasurer and Controller
        (Principal Accounting Officer)



                                       18
<PAGE>   19





EXHIBIT INDEX


Exhibit                                                             Page Number
-------                                                             -----------

27              Financial Data Schedule                                      --





                                       19


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