<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) December 22, 1999
MARITRANS INC.
(Exact name of company as specified in its charter)
Delaware 1-9063 51-0343903
(State or Other Jurisdiction of (Commission File Number) (I.R.S. Employer
Incorporation or Organization) Identification No.)
1818 Market Street, Suite 3540
Philadelphia, Pennsylvania 19103
(Address of principal executive offices) (Zip Code)
(215) 864-1200
(Telephone number, including area code, of agent for service)
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Item 2. Acquisition or Disposition of Assets
------------------------------------
On December 22, 1999, Maritrans Inc. completed the sale of ten barges,
ranging in size from 55,000 to 155,000 barrels of capacity, and eight
tugboats to K-Sea Transportation LLC. The total proceeds from the
transaction were $34 million comprised of $29 million of cash and $5
million in the form of a note. The selling price of the vessels was
based on the fair market value of those vessels at the time of the
sale.
This transaction and the transaction discussed in Item 5. below
represent approximately 15% of the Company's net fixed asset value as
of September 30, 1999, 25% of the Company's cargo-carrying capacity and
22% of the Company's total revenue for the nine months ended September
30, 1999.
Item 5. Other Events
------------
The Company also disposed of assets on December 8, 1999, which did not
exceed 10% of the total assets of the Company. The sale consisted of
five barges, ranging in size from 32,000 to 53,000 barrels of capacity,
and three tugboats to Vane Line Bunkering Inc. The total proceeds from
the transaction were $14 million, based on the fair market value of
those vessels, and were comprised of $10 million of cash and $4 million
in the form of a note. As a non-material transaction, the disposition
on December 8, 1999 is voluntarily reported as additional information.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
------------------------------------------------------------------
(b) Pro Forma Financial Information
Pro Forma Condensed Consolidated Statement of Operations for the
Year Ended December 31, 1998 (Unaudited)
Pro Forma Condensed Consolidated Statement of Operations for the
Nine Months Ended September 30, 1999 (Unaudited)
Pro Forma Condensed Consolidated Balance Sheet as of September 30,
1999 (Unaudited)
(c) Exhibits
10 - Agreement of Sale dated October 11, 1999 between Maritrans
Operating Partners L.P. and K-Sea Transportation LLC*
99 - Press Release dated December 22, 1999*
* - Previously filed by the Company in its Current Report on Form 8-K
dated January 5, 2000.
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UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1998 AND THE NINE MONTHS ENDED
SEPTEMBER 30, 1999
The following unaudited pro forma condensed consolidated statements of
operations for the year ended December 31, 1998 and the nine months ended
September 30, 1999 give effect to the disposition of the sale of a portion of
the Company's assets to (i) K-Sea Transportation LLC for total consideration of
$34 million of which $29 million was received in cash and $5 million was
received in the form of a note and (ii) Vane Line Bunkering Inc. for total
consideration of $14 million of which $10 million was received in cash and $4
million was received in the form of a note as if the transaction had occurred at
the beginning of the period presented. The following unaudited pro forma
financial data may not be indicative of what the results of operations or
financial position of Maritrans Inc. would have been, had the transactions to
which such data gives effect had been completed on the date assumed, nor are
such data necessarily indicative of the results of operations or financial
position of Maritrans Inc. that may exist in the future. The following unaudited
pro forma information and notes thereto should be read in conjunction with the
consolidated financial statements and notes of Maritrans Inc. as of December 31,
1998 and 1997 and for each of the three years in the period then ended included
in the Company's 1998 Annual Report on Form 10-K filed with the Securities and
Exchange Commission and the Company's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1999.
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MARITRANS INC.
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
($000, except per share data)
<TABLE>
<CAPTION>
Pro Forma for
Year ended Pro Forma the year ended
December 31, 1998 Adjustments December 31, 1998
------------------------------------------------------------
<S> <C> <C> <C>
Revenues $ 151,839 $ (37,159) (1) $ 114,680
Costs and expenses:
Operation expense 86,616 (22,480) (1) 64,136
Maintenance expense 26,148 (5,962) (1) 20,186
General and administrative 8,668 -- 8,668
Depreciation and amortization 19,578 (3,415) (1) 16,163
--------- --------- ----------
Total operating expense 141,010 (31,857) 109,153
--------- --------- ----------
Operating income 10,829 (5,302) 5,527
Interest expense (6,945) -- (6,945)
Other income, net 1,102 -- 1,102
--------- --------- ----------
Income (loss) before income taxes 4,986 (5,302) (316)
Income tax provision (benefit) 1,870 (2,015) (2) (145)
--------- --------- ----------
Net income (loss) $ 3,116 $ (3,287) $ (171)
========= ========= ==========
Earnings (loss) per share:
Basic earnings (loss) per share $ 0.26 $( 0.01)
Weighted average of shares
outstanding - basic 11,929,040 11,929,040
Diluted earnings (loss) per share $ 0.26 $( 0.01)
Weighted average of shares
outstanding - diluted 12,187,376 11,929,040
</TABLE>
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MARITRANS INC.
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
($000, except per share data)
<TABLE>
<CAPTION>
Pro Forma for the
Pro Forma nine months ended
September 30, 1999 Adjustments September 30, 1999
------------------------------------------------------------
<S> <C> <C> <C>
Revenues $ 117,417 $ (26,232) (1) $ 91,185
Costs and expenses:
Operation expense 66,611 (16,463) (1) 50,148
Maintenance expense 21,869 (4,389) (1) 17,480
General and administrative 7,435 -- 7,435
Depreciation and amortization 15,512 (2,545) (1) 12,967
----------- ---------- ----------
Total operating expense 111,427 (23,397) 88,030
----------- ---------- ----------
Operating income 5,990 (2,835) 3,155
Interest expense (5,170) -- (5,170)
Other income (loss), net (687) -- (687)
----------- ---------- ----------
Income (loss) before income taxes 133 (2,835) (2,702)
Income tax provision (benefit) 57 (1,219) (2) (1,162)
----------- ---------- ----------
Net income (loss) $ 76 $ (1,616) $ (1,540)
=========== ========== ==========
Earnings (loss) per share:
Basic earnings (loss) per share $ 0.01 $ ( 0.13)
Weighted average of shares
outstanding - basic 11,809,985 11,809,985
Diluted earnings (loss) per share $ 0.01 $ ( 0.13)
Weighted average of shares
outstanding - diluted 11,922,684 11,809,985
</TABLE>
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NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1998 AND THE NINE MONTHS ENDED
SEPTEMBER 30, 1999
(1) To eliminate the revenue and direct expenses associated with the vessels
that were sold by the Company assuming such disposition occurred as of the
beginning of the period presented.
No pro forma adjustment has been made to general and administrative expenses
as there were no direct reductions in these expenses associated with the
transactions; however, the Company expects general and administrative
expense to decrease in the future as a result of these transactions.
Because the vessels sold were a portion of a pool of vessels in a fleet
mortgage under the Company's indenture, no pro forma allocation of interest
expense has been made. Further, the Company has not reflected pro forma
earnings on the proceeds of the sales.
(2) The Company's pro forma tax provision reflects an effective tax rate of 38%
and 43% for the year ended December 31, 1998 and the nine months ended
September 30, 1999, respectively, which represents the federal and state
income taxes associated with the pro forma adjustments.
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UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET AS OF
SEPTEMBER 30, 1999
The following unaudited pro forma condensed consolidated balance sheet gives
effect to the disposition of the sale of a portion of the Company's assets to
(i) K-Sea Transportation LLC for total consideration of $34 million of which $29
million was received in cash and $5 million was received in the form of a note
and (ii) Vane Line Bunkering Inc. for total consideration of $14 million of
which $10 million was received in cash and $4 million was received in the form
of a note as if the transaction had occurred on September 30, 1999. The
following unaudited pro forma financial data may not be indicative of what the
results of operations or financial position of Maritrans Inc. would have been,
had the transactions to which such data gives effect had been completed on the
date assumed, nor are such data necessarily indicative of the results of
operations or financial position of Maritrans Inc. that may exist in the future.
The following unaudited pro forma information and notes thereto should be read
in conjunction with the consolidated financial statements and notes thereto of
Maritrans Inc. as of September 30, 1999 included in the Company's Form 10-Q
filed with the Securities and Exchange Commission.
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MARITRANS INC.
CONDENSED CONSOLIDATED BALANCE SHEET
($000)
<TABLE>
<CAPTION>
Pro Forma for the
Pro Forma nine months ended
September 30, 1999 Adjustments September 30, 1999
--------------------------------------------------------------
<S> <C> <C> <C>
ASSETS
Cash and cash equivalents $ 18,452 $ -- $ 18,452
Restricted cash -- 39,000 (1) 39,000
Other current assets 34,579 (1,198) (1) 33,381
----------- ----------- ----------
Total current assets 53,031 37,802 90,833
Vessels and equipment 335,574 (61,809) (1) 273,765
Less accumulated depreciation 157,192 (38,843) (1) 118,349
----------- ----------- ----------
Net vessels and equipment 178,382 (22,966) 155,416
Other 6,086 2,335 (1) 8,421
----------- ----------- ----------
Total assets $ 237,499 $ 17,171 254,670
=========== =========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Total current liabilities 33,619 14,895 (1) 48,514
Long-term debt 71,457 -- 71,457
Deferred shipyard costs 12,185 (2,018) (1) 10,167
Other liabilities 5,132 -- 5,132
Deferred income taxes 30,612 (6,812) (1) 23,800
Stockholders' equity 84,494 11,106 (1) 95,600
----------- ----------- ----------
Total liabilities and stockholders' equity $ 237,499 $ 17,171 $ 254,670
=========== =========== ==========
</TABLE>
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NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET AS OF
SEPTEMBER 30, 1999
(1) To reflect the sale of assets to K-Sea Transportation LLC and Vane Line
Bunkering Inc. as if such dispositions had occurred as of September 30,
1999. The total proceeds of the sale were $48 million ($39 million in cash
and $9 million in notes receivable from the buyer) of which $0.5 million is
contingent upon certain contractual obligations and will be recognized when
these conditions are achieved. Additionally, the Company recorded a reserve
of $4.5 million against the notes as the Company believes the collectibility
of a certain portion of the notes is uncertain.
The allocation of the consideration received is as follows:
($000)
--------
Cash and cash equivalents - restricted $ 39,000
Current portion of notes receivable 307
Long-term portion of notes receivable 3,693
--------
$ 43,000
========
The disposition of assets and liabilities on the September 30, 1999
balance sheet are as follows:
Net vessels and equipment $ (22,966)
Other current assets (1,505)
Other assets (1,358)
Current liabilities (14,895)
Long-term liabilities 8,830
---------
$ (31,894)
=========
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
MARITRANS INC.
Date: March 6, 2000 By: /s/ H. William Brown
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H. William Brown
Chief Financial Officer
