<PAGE>
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(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, 1996
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: 33-82624
MORAN TRANSPORTATION COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE 06-1399280
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
TWO GREENWICH PLAZA
GREENWICH, CONNECTICUT 06830
(Address of principal executive offices)
(Zip Code)
(203) 625-7800
(Registrant's telephone number, including area code)
Not Applicable
________________________________
(Former name, former address and former fiscal year, if changed since last
report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
-------------
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
As of November 5, 1996, 44,600 shares of the common stock, par value
$0.01 per share, of Moran Transportation Company, were issued and
outstanding.
<PAGE>
MORAN TRANSPORTATION COMPANY
FORM 10 - Q
INDEX
PAGE
----
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements of Moran Transportation
Company and Subsidiaries
Consolidated Balance Sheets at December 31, 1995 and
September 30, 1996 3
Consolidated Statements of Income for the nine
months ended September 30, 1995 and September 30, 1996 5
Consolidated Statements of Income for the three
months ended September 30, 1995 and September 30, 1996 6
Consolidated Statements of Cash Flows for the nine
months ended September 30, 1995 and September 30, 1996 7
Notes to Consolidated Financial Statements 8
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 11
PART II. OTHER INFORMATION 13
Page 2
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1.FINANCIAL STATEMENTS
MORAN TRANSPORTATION COMPANY
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS)
DEC. 31, SEPT. 30,
1995 1996
--------- -----------
(UNAUDITED)
ASSETS
------
Current Assets
Cash and cash equivalents.......................... $ 3,006 $ 2,444
Accounts receivable, less allowance for doubtful
accounts of $263 and $429 at December 31, 1995
and September 30, 1996, respectively............ 12,047 12,790
Inventory.......................................... 4,330 4,296
Unexpired insurance and other prepaid expenses..... 1,364 1,633
-------- --------
Total Current Assets............................ 20,747 21,163
Investment in joint venture.......................... 2,959 3,080
Insurance claims receivable.......................... 1,717 1,672
Fixed assets, net.................................... 126,771 124,877
Shipyard assets held for sale (Note 5)............... 2,648 2,937
Restricted funds held for
contingent consideration (Note 1).................. 13,600 13,600
Other assets......................................... 5,068 4,717
-------- --------
Total Assets.................................... $173,510 $172,046
======== ========
See accompanying notes to consolidated financial statements
Page 3
<PAGE>
MORAN TRANSPORTATION COMPANY
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
DEC 31, SEPT. 30,
1995 1996
--------- ----------
(UNAUDITED)
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Current Liabilities
<S> <C> <C>
Notes payable and current portion of long term debt................ $ 566 $ 1,869
Trade accounts payable............................................. 3,468 3,493
Accrued insurance payable.......................................... 132 750
Accrued interest payable........................................... 4,309 1,958
Other accrued liabilities.......................................... 3,368 4,687
Backpay liability.................................................. 885 885
Income taxes payable............................................... 883 585
-------- --------
Total Current Liabilities....................................... 13,611 14,227
Long-term debt....................................................... 82,848 82,400
Insurance claims reserves............................................ 4,331 4,539
Deferred income taxes................................................ 35,576 34,168
Postretirement benefits other than pensions.......................... 3,729 3,898
Liability for contingent consideration (Note 1)...................... 13,600 13,600
Other liabilities.................................................... 8,095 6,385
-------- --------
Total Liabilities............................................... 161,790 159,217
-------- --------
Commitments and contingencies (Note 4)
Mandatorily redeemable capital stock
(4,600 and 4,000 shares outstanding, at December 31, 1995
and September 30, 1996, respectively)........................... 1,150 1,000
-------- --------
Stockholders' Equity
Common stock, par value $0.01 per share
Authorized - 100,000 shares
Issued and outstanding - 40,000 and 40,600 shares outstanding,
at December 31, 1995 and September 30, 1996, respectively..... 1 1
Capital surplus.................................................... 9,999 10,149
Retained earnings.................................................. 570 1,679
-------- --------
Total Stockholders' Equity 10,570 11,829
-------- --------
Total Liabilities and Stockholders' Equity........................... $173,510 $172,046
======== ========
</TABLE>
See accompanying notes to consolidated financial statements
Page 4
<PAGE>
MORAN TRANSPORTATION COMPANY
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
FOR THE NINE MONTHS ENDED SEPTEMBER 30,
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
<TABLE>
<CAPTION>
1995 1996
--------- ---------
<S> <C> <C>
Operating revenue............................................. $56,549 $65,756
Cost of operations
Operating expenses.......................................... 33,423 40,016
Depreciation................................................ 5,504 5,774
------- -------
Total cost of operations...................................... 38,927 45,790
------- -------
Gross profit.................................................. 17,622 19,966
General and administrative expenses........................... 10,862 10,790
------- -------
Operating income.............................................. 6,760 9,176
Interest expense.............................................. (7,646) (7,736)
Interest income............................................... 34 88
Equity in (loss)/income from joint venture.................... (24) 122
Other (expense)/income........................................ (24) 191
------- -------
(Loss)/income before provision for income taxes.............. (900) 1,841
Provision for income taxes.................................... (113) 732
------- -------
Net (loss)/income........................................... $ (787) $ 1,109
======= =======
Per share of common stock outstanding:
Net (loss)/income........................................... $(17.65) $24.27
======= =======
Weighted average number of shares outstanding (in thousands).. 44.6 45.7
======= =======
</TABLE>
See accompanying notes to consolidated financial statements
Page 5
<PAGE>
MORAN TRANSPORTATION COMPANY
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
FOR THE THREE MONTHS ENDED SEPTEMBER 30,
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)
<TABLE>
<CAPTION>
1995 1996
--------- ---------
<S> <C> <C>
Operating revenue............................................. $19,851 $23,651
Cost of operations
Operating expenses.......................................... 11,900 14,977
Depreciation................................................ 1,908 1,928
------- -------
Total cost of operations...................................... 13,808 16,905
------- -------
Gross profit.................................................. 6,043 6,746
General and administrative expenses........................... 3,540 3,724
------- -------
Operating income.............................................. 2,503 3,022
Interest expense.............................................. (2,591) (2,577)
Interest income............................................... 11 29
Equity in (loss)/income from joint venture.................... (65) 105
Other (expense)............................................... (8) (14)
------- -------
(Loss)/income before provision for income taxes.............. (150) 565
Provision for income taxes.................................... 33 231
------- -------
Net (loss)/income........................................... $ (183) $ 334
======= =======
Per share of common stock outstanding:
Net (loss)/income........................................... $(4.10) $7.31
======= =======
Weighted average number of shares outstanding (in thousands).. 44.6 45.7
======= =======
</TABLE>
See accompanying notes to consolidated financial statements
Page 6
<PAGE>
MORAN TRANSPORTATION COMPANY
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30,
(DOLLARS IN THOUSANDS)
(UNAUDITED)
1995 1996
-------- --------
Cash flows from operating activities:
Net (loss)/income................................... $ (787) $ 1,109
------- -------
Adjustments to reconcile net (loss)/income to net
cash provided by operating activities:
Depreciation and amortization....................... 7,238 8,289
Deferred income taxes............................... (475) (1,408)
Equity in income from joint venture................. (156) (122)
Loss on disposal of fixed asset..................... - 128
Changes in operating assets and liabilities:
Accounts receivable................................. 1,059 (743)
Other current assets................................ 311 (235)
Accounts payable and accrued expenses............... (1,385) (360)
Income taxes payable................................ 195 (298)
Insurance claims receivable......................... (430) 45
Insurance claims reserves........................... 343 208
Other assets and liabilities........................ (1,735) (1,894)
------- -------
Net cash provided by operating activities............. 4,178 4,719
Cash flows from investing activities:
Capital expenditures................................ (3,145) (5,987)
------- -------
Net cash used for investing activities................ (3,145) (5,987)
Cash flows from financing activities:
Proceeds from borrowings............................ 1,000 3,524
Repayment of debt................................... (1,379) (2,698)
Debt issuance costs................................. (140) (120)
------- -------
Net cash provided by/(used for) financing activities.. (519) 706
Net increase/(decrease) in cash and cash equivalents.. 514 (562)
Cash and cash equivalents at beginning of period...... 3,999 3,006
------- -------
Cash and cash equivalents at end of period $ 4,513 $ 2,444
======= =======
See accompanying notes to consolidated financial statements
Page 7
<PAGE>
MORAN TRANSPORTATION COMPANY
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS, UNLESS OTHERWISE NOTED)
(UNAUDITED)
NOTE 1 - MORAN TRANSPORTATION COMPANY
- -------------------------------------
Moran Transportation Company ("Moran" or the "Company") is a Delaware
corporation, incorporated on June 2, 1994. Moran was organized to acquire (the
"Acquisition") all of the outstanding common stock of Moran Towing Corporation
(the "Predecessor"), a company whose subsidiaries provided tug services and
marine transportation services, primarily on the East and Gulf coasts of the
United States. On July 11, 1994, the Acquisition was consummated and was
accounted for as a purchase. In connection with the Acquisition, the
Predecessor transferred its 20% equity interest in four partnerships to entities
formed by the stockholders of the Predecessor. When the Company acquired the
Predecessor, certain contingent liabilities of the Predecessor, primarily
related to certain limited and defined guarantees given by the Predecessor, were
assumed. These liabilities were fully reserved and funded by placing $13.6
million in escrow. If these liabilities become due, the escrowed funds will be
used to satisfy the liability. If the guarantees expire or terminate without
being called, the funds will be paid to stockholders of Predecessor. There will
be no impact on the Company other than assets and liabilities being reduced.
The accompanying unaudited consolidated financial statements of the Company have
been prepared in accordance with generally accepted accounting principles for
interim financial information. Accordingly, they do not include all the
information and footnotes required by generally accepted accounting principles
for complete financial statements. In the opinion of management, all
adjustments (consisting of normal recurring accruals) considered necessary for a
fair presentation have been included. Interim results are not necessarily
indicative of the results that may be expected for a full year. These financial
statements should be read in conjunction with the Company's audited consolidated
financial statements for the year ended December 31, 1995.
NOTE 2 - CHANGES IN STOCKHOLDERS' EQUITY
- ----------------------------------------
COMMON CAPITAL RETAINED
STOCK SURPLUS EARNINGS TOTAL
------ -------- -------- --------
Balance at December 31, 1995 $1 $ 9,999 $ 570 $10,570
Net Income - - 1,109 1,109
Transfer of Mandatorily Redeemable Stock - 150 - 150
------ ------- ------ -------
Balance at September 30, 1996 $1 $10,149 $1,679 $11,829
====== ======= ====== =======
NOTE 3 - INCOME TAXES
- ---------------------
The Company and its wholly owned domestic subsidiaries file a consolidated
Federal income tax return. The Company accounts for deferred income taxes using
the asset and liability method as prescribed under Financial Accounting Standard
No. 109, "Accounting for Income Taxes". The Company provides a valuation
allowance if it is more likely than not that some portion or all of the deferred
tax asset will not be realized.
Page 8
<PAGE>
NOTE 4 - CONTINGENT LIABILITIES
- -------------------------------
In February 1994, a lawsuit was filed in the United States District Court for
the Eastern District of New York by the Town of Oyster Bay (the "Town"), New
York, against a number of potentially responsible parties ("PRP"), including
Jakobson Shipyard Inc. ("Jakobson"), a subsidiary of the Company. The Town is
seeking indemnification for remediation and investigation costs that have been
or will be incurred for a Federal Superfund site in Syosset, New York, which
served as a Town owned and operated landfill between 1933 and 1975. In a Record
of Decision, issued on or about September 27, 1990, the EPA set forth a remedial
design plan, the cost of which was estimated at $25 million and is reflected in
the Town's lawsuit. In an Administrative Consent Decree entered into between
the EPA and the Town on December 6, 1990, the Town agreed to undertake
remediation at the site.
The Town seeks to hold PRPs liable on a joint and several basis. The PRPs
contend that, as operator of the landfill, the Town bears major responsibility
for the clean-up and PRPs are only liable for their relative shares. Jakobson
believes that its portion of the hazardous materials disposed at the site, if
any, is insignificant when compared to that of the other PRPs. While management
is unable to estimate Jakobson's future liability, if any, it does not believe
such liability would have a material adverse effect on the Company's financial
position or results of operations.
The Company is a party to routine, marine-related lawsuits arising in the
ordinary course of its business. The claims made in connection with the
Company's marine operations are covered by marine insurance, subject to
applicable policy deductibles. Management believes, based on its current
knowledge, that such lawsuits and claims, even if the outcomes were to be
adverse, would not have a material adverse effect on the Company's financial
condition and results of operations.
NOTE 5 - SHIPYARD ASSETS HELD FOR SALE
- --------------------------------------
In 1992, the operations of Jakobson were discontinued. Discussions are being
held with the Town of Oyster Bay and the New York State Department of
Environmental Conservation concerning the purchase of Jakobson's leasehold
interest in the shipyard property. Management expects to enter into an
agreement in principle for the sale of its property within a year. In
anticipation of this sale, the Company has capitalized $2.9 million of
environmental remediation costs which, based upon the Company's estimates, are
expected to be recovered from the proceeds of the sale. Management believes
that the sale will not have a material adverse effect on the Company's financial
position or results from operations upon sale.
NOTE 6 - FINANCIAL STATEMENTS OF GUARANTORS
- -------------------------------------------
All of the Company's subsidiaries ("the Guarantors") have guaranteed the
Company's $80 million of First Preferred Ship Mortgage Notes. Accordingly, the
financial statements of the Guarantors have not been included, individually or
on a combined basis, because the Guarantors have fully and unconditionally
guaranteed such Notes on a joint and several basis, and because the aggregate
net assets, earnings and equity of the Guarantors are substantially equivalent
to the net assets, earnings and equity of the Company on a consolidated basis.
Therefore, separate financial statements concerning the Guarantors are not
deemed material to investors.
Page 9
<PAGE>
NOTE 7 - SUBSEQUENT EVENT
- -------------------------
In December 1995, a wholly owned indirect subsidiary of the Company
("Subsidiary") signed a contract with Trinity Marine Group ("Trinity") to build
a 14,500 ton bulk barge. The total cost of the barge was approximately $8.0
million. The barge was delivered on November 9, 1996. Upon delivery, Subsidiary
assigned its rights under the contract with Trinity to Fleet Capital Corporation
("Fleet") and Subsidiary entered into a 10 year bareboat charter for the barge
with Fleet. The charter contains an option to buy the barge at enumerated times
during the lease period.
Page 10
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
RESULTS OF OPERATIONS
- ---------------------
NINE MONTHS ENDED SEPTEMBER 30, 1996 COMPARED TO NINE MONTHS ENDED SEPTEMBER
30, 1995
Operating Revenues: Operating revenues increased by $9.2 million or 16.3%
during the first nine months of 1996 as compared to the comparable period in
1995. Tug services revenues increased by 13.9%, to $40.2 million, primarily as
a result of increased barge and coastwise towing revenues. In addition, on July
1, 1996, the Company's New York subsidiary began a two year contract with The
New York City Department of Sanitation to provide marine services. Marine
transportation revenues increased by 20.3% to $25.6 million reflecting both the
colder winter weather in the Northeast which increased demand for coal and a
general improvement in the barge markets served by the Company.
Operating Expenses: Operating expenses increased by $6.6 million, or 19.7%, to
$40.0 million in the first nine months of 1996. The increase is primarily due
to increased costs for labor, fuel, outside towing and charterhire due to the
increased activity discussed above as well as an increase in claims under
insurance deductibles partially offset by lower insurance premium expense. In
addition, average fuel prices increased during the first nine months as compared
to last year. The Company also had higher drydocking amortization expense,
compared to the first nine months of 1995.
Depreciation: Depreciation expense increased by $0.3 million, to $5.8 million,
in the first nine months of 1996. This increase was due to additional
depreciation arising from final purchase price adjustments and depreciation on
improvements made to assets.
General and Administrative Expenses: General and administrative expenses
decreased by $0.1 million or 0.7%, to $10.8 million during the first nine months
of 1996, primarily due to lower professional fees.
Operating Income: Operating income increased by $2.4 million, or 35.7%, to $9.2
million in the first nine months of 1996. This improvement is primarily due to
the increased revenues described above, partially offset by higher operating
costs.
Net Income/(Loss): Net income increased by $1.9 million as the Company posted a
net profit of $1.1 million during the first nine months of 1996 as compared to a
loss of $0.8 million during the first nine months of 1995. The improvement in
overall profitability was principally driven by higher operating income.
THREE MONTHS ENDED SEPTEMBER 30, 1996 COMPARED TO THREE MONTHS ENDED SEPTEMBER
30, 1995
Operating Revenues: Operating revenues increased by $3.8 million or 19.1%
during the third quarter of 1996 as compared to the comparable period in 1995.
Tug services revenues increased by 26.4%, to $14.9 million, primarily as a
result of increased barge and coastwise towing revenues and the commencement of
The Department of Sanitation contract discussed above. Marine transportation
revenues increased by 8.5% to $8.8 million reflecting a general improvement in
the barge markets served by the Company.
Operating Expenses: Operating expenses increased by $3.1 million, or 25.9%, to
$15.0 million in the third quarter of 1996. The increase is primarily due to
increased costs for labor, outside towing and charterhire due to the increased
activity discussed above as well as an increase in claims under insurance
deductibles partially offset by lower insurance premium expense. In addition,
fuel prices increased during the third quarter as compared to last year. The
Company also had higher drydocking amortization expense, compared to the third
quarter of 1995.
Page 11
<PAGE>
General and Administrative Expenses: General and administrative expenses
increased by $0.2 million, or 5.2%, to $3.7 million during the third quarter,
due to the timing of certain expenses which fell in the third quarter of 1996
and in other quarterly periods in the prior year.
Operating Income: Operating income increased by $0.5 million, or 20.7%, to $3.0
million in the third quarter of 1996. This improvement is primarily due to the
increased revenues described above, partially offset by higher operating costs.
Net Income/(Loss): Net income increased by $0.5 million, to $0.3 million in the
third quarter. The improvement in overall profitability was principally driven
by higher operating profit.
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
Cash and cash equivalents for the nine months ended September 30, 1996 decreased
by $0.6 million. This decrease was attributable to the factors discussed below:
In the nine months ending September 30, 1996, net cash provided by operating
activities was $4.7 million. The $4.7 million in net cash provided by operating
activities together with net cash provided by financing activities of $0.7
million was used to fund capital expenditures of $6.0 million, resulting in a
decrease in cash and cash equivalents of $0.6 million.
The Company believes that cash flow from current levels of operations and, to a
lesser extent, availability under the Senior Credit Facility, will be adequate
to make required payments of interest on the Company's indebtedness, as well as
to fund ongoing capital expenditures.
In December 1995, a wholly owned indirect subsidiary of the Company
("Subsidiary") signed a contract with Trinity Marine Group ("Trinity") to build
a 14,500 ton bulk barge. The total cost of the barge was approximately $8.0
million. The barge was delivered on November 9, 1996. Subsidiary obtained a
construction loan for $7.72 million, which the Company and Moran Towing
Corporation, a subsidiary, guaranteed. Upon delivery, Subsidiary assigned its
rights under the contract with Trinity to Fleet Capital Corporation ("Fleet")
and Subsidiary entered into a 10 year bareboat charter for the barge with Fleet.
The charter contains an option to buy the barge at enumerated times during the
lease period. The Company and Moran Towing Corporation, a subsidiary, have
guaranteed the lease. At September 30, 1996, there was $1.3 million outstanding
under the construction loan facility which amount was paid in full with proceeds
from the Fleet transaction. The balance of construction costs ($1.7 million)
paid through September 30, 1996 were funded with cash.
Page 12
<PAGE>
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None
ITEM 2. CHANGES IN SECURITIES
None
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
ITEM 5. OTHER INFORMATION
None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
27 Financial data schedule
(b) Reports on Form 8-K.
None
Page 13
<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.
MORAN TRANSPORTATION COMPANY
By:/s/ Malcolm W. MacLeod
----------------------
Name: Malcolm W. MacLeod
Title: President and Chief Executive Officer
Date: 11/12/96 By:/s/ Jeffrey J. McAulay
---------- ----------------------
Name: Jeffrey J. McAulay
Title: Vice President, Finance
and Administration
(principal financial officer)
Page 14
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> SEP-30-1996
<CASH> 2,444
<SECURITIES> 0
<RECEIVABLES> 12,790
<ALLOWANCES> 429
<INVENTORY> 4,296
<CURRENT-ASSETS> 21,163
<PP&E> 124,877
<DEPRECIATION> 00,00
<TOTAL-ASSETS> 172,046
<CURRENT-LIABILITIES> 14,227
<BONDS> 80,000
1,000
0
<COMMON> 1
<OTHER-SE> 11,828
<TOTAL-LIABILITY-AND-EQUITY> 172,046
<SALES> 65,756
<TOTAL-REVENUES> 65,756
<CGS> 40,016
<TOTAL-COSTS> 56,580
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 7,736
<INCOME-PRETAX> 1,841
<INCOME-TAX> 732
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,109
<EPS-PRIMARY> 24.27
<EPS-DILUTED> 0
</TABLE>
