1
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A
(Amendment No. 1)
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2005
----------------
__ 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: 2-63322
---------
INTERNATIONAL SHIPHOLDING CORPORATION
---------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 36-2989662
- ------------------------------- --------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Number)
650 Poydras Street New Orleans, Louisiana 70130
- -----------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(504) 529-5461
- -----------------------------------------------------------------------------
(Registrant's telephone number, including area code)
Not Applicable
- -----------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed since last
report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. YES ____x____ NO ________
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). YES _________ NO____x_____
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Common Stock $1 Par Value 6,082,887 shares (March 31, 2005)
- ------------------------------- ---------------- ----------------
2
EXPLANATORY NOTE
----------------
This Amendment No. 1 to International Shipholding Corporation's Form 10-Q
for the quarter ended March 31, 2005 is filed solely to correct a typographical
error in the amount set forth for the line item "Long-Term Debt, Less Current
Maturities" as of March 31, 2005 in the Corporation's consolidated condensed
balance sheets contained in Item 1 of Part I of the Corporation's original
filing on May 12, 2005. The correct amount for this line item is $146,265,
whereas the amount set forth in the original filing was $142,265. This mistake
occurred in the course of formatting the Form 10-Q for filing via the
Commission's EDGAR system.
This Amendment No. 1 does not change any other information set forth in the
original filing of the Corporation's Form 10-Q for the quarter ended March 31,
2005. However, in accordance with Rule 12b-15 promulgated under the Exchange
Act,this Amendment No. 1 sets forth the complete text of Item 1 of Part I of the
Corporation's Form 10-Q for the quarter ended March 31, 2005, as amended, and
includes new Rule 13a-14(a)/15d-14(a) certifications as Exhibits 31.1 and 31.2
and new Rule 13a-14(b)/15d-14(b) certifications as Exhibits 32.1 and 32.2.
3
PART I - FINANCIAL INFORMATION
ITEM 1.
FINANCIAL STATEMENTS
INTERNATIONAL SHIPHOLDING CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
(All Amounts in Thousands Except Share Data)
(Unaudited)
Three Months Ended
March 31,
2005 2004
--------- ---------
Revenues $ 69,788 $ 65,843
Operating Expenses:
Voyage Expenses 55,348 51,470
Vessel and Barge Depreciation 5,612 4,627
--------- ---------
Gross Voyage Profit 8,828 9,746
--------- ---------
Administrative and General Expenses 4,389 3,851
(Gain) Loss on Sale of Other Assets (31) 7
--------- ---------
Operating Income 4,470 5,888
--------- ---------
Interest and Other:
Interest Expense 2,543 2,722
Loss on Sale of Investment - 623
Investment Income (285) (168)
Loss on Early Extinguishment of Debt - 31
--------- ---------
2,258 3,208
--------- ---------
Income Before Provision for Income Taxes
and Equity in Net Income of Unconsolidated Entities 2,212 2,680
--------- ---------
Provision for Income Taxes:
Current 54 105
Deferred 230 887
State 14 3
--------- ---------
298 995
--------- ---------
Equity in Net Income of Unconsolidated
Entities (Net of Applicable Taxes) 2,179 1,212
--------- ---------
Net Income $ 4,093 $ 2,897
========= =========
Preferred Stock Dividends 567 -
--------- ---------
Net Income Available to Common Stockholders $ 3,526 $ 2,897
========= =========
Basic and Diluted Earnings Per Common Share:
Net Income Available to Common Stockholders $ 0.58 $ 0.48
========= =========
Weighted Average Shares of Common Stock Outstanding:
Basic 6,082,887 6,082,887
Diluted 6,111,906 6,092,666
<FN>
The accompanying notes are an integral part of these statements.
4
INTERNATIONAL SHIPHOLDING CORPORATION
CONSOLIDATED CONDENSED BALANCE SHEETS
(All Amounts in Thousands)
(Unaudited)
March 31, December 31,
ASSETS 2005 2004
------------ ------------
Current Assets:
Cash and Cash Equivalents $ 32,265 $ 10,513
Marketable Securities 6,216 6,138
Accounts Receivable, Net of Allowance
for Doubtful Accounts of $174 and $146
in 2005 and 2004, Respectively:
Traffic 18,925 20,953
Agents' 5,022 3,509
Claims and Other 8,442 5,135
Federal Income Taxes Receivable 399 459
Deferred Income Tax 27 187
Net Investment in Direct Financing Lease 2,390 2,337
Other Current Assets 3,845 4,756
Material and Supplies Inventory, at
Lower of Cost or Market 3,221 3,239
Current Assets Held for Disposal 55 89
------------ ------------
Total Current Assets 80,807 57,315
------------ ------------
Investment in Unconsolidated Entities 13,169 11,115
------------ ------------
Net Investment in Direct Financing Lease 46,166 46,776
------------ ------------
Vessels, Property, and Other
Equipment, at Cost:
Vessels and Barges 357,086 348,307
Other Equipment 7,082 7,082
Terminal Facilities 140 140
Furniture and Equipment 3,473 3,484
------------ ------------
367,781 359,013
Less - Accumulated Depreciation (135,255) (129,560)
------------ ------------
232,526 229,453
------------ ------------
Other Assets:
Deferred Charges, Net of Accumulated
Amortization of $14,259 and $16,374
in 2005 and 2004, Respectively 13,368 14,809
Acquired Contract Costs, Net of Accumulated
Amortization of $23,249 and $22,886
in 2005 and 2004, Respectively 7,276 7,640
Restricted Cash 6,541 6,541
Due from Related Parties 135 2,535
Other 8,786 8,864
------------ ------------
36,106 40,389
------------ ------------
$ 408,774 $ 385,048
============ ============
<FN>
The accompanying notes are an integral part of these statements.
5
INTERNATIONAL SHIPHOLDING CORPORATION
CONSOLIDATED CONDENSED BALANCE SHEETS
(All Amounts in Thousands Except Share Data)
(Unaudited)
March 31, December 31,
LIABILITIES AND STOCKHOLDERS' INVESTMENT 2005 2004
------------ ------------
Current Liabilities:
Current Maturities of Long-Term Debt $ 9,468 $ 9,468
Accounts Payable and Accrued Liabilities 35,479 30,197
------------ ------------
Total Current Liabilities 44,947 39,665
------------ ------------
Billings in Excess of Income Earned
and Expenses Incurred 4,243 4,723
------------ ------------
Long-Term Debt, Less Current Maturities 146,265 168,622
------------ ------------
Other Long-Term Liabilities:
Deferred Income Taxes 15,778 15,222
Other 20,953 21,362
------------ ------------
36,731 36,584
------------ ------------
Commitments and Contingent Liabilities
Convertible Exchangeable Preferred Stock 37,554 -
------------ ------------
Stockholders' Investment:
Common Stock 6,756 6,756
Additional Paid-In Capital 54,450 54,450
Retained Earnings 86,241 82,715
Treasury Stock (8,704) (8,704)
Accumulated Other Comprehensive Income 291 237
------------ ------------
139,034 135,454
------------ ------------
$ 408,774 $ 385,048
============ ============
<FN>
The accompanying notes are an integral part of these statements.
6
INTERNATIONAL SHIPHOLDING CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(All Amounts in Thousands)
(Unaudited)
Three Months Ended March 31,
2005 2004
------------ ------------
Cash Flows from Operating Activities:
Net Income $ 4,093 $ 2,897
Adjustments to Reconcile Net Income to
Net Cash Provided by Operating Activities:
Depreciation 5,710 4,759
Amortization of Deferred Charges
and Other Assets 2,013 1,813
Provision for Deferred Federal
Income Taxes 230 887
Equity in Net Income of Unconsolidated
Entities (2,179) (1,212)
(Gain) Loss on Sale of Other Assets (31) 7
Loss on Early Extinguishment of Debt - 31
Loss on Sale of Investment - 623
Changes in:
Accounts Receivable (2,731) 8,153
Inventories and Other Current Assets 1,437 1,116
Deferred Drydocking Charges (1,533) (483)
Other Assets 62 182
Accounts Payable and Accrued Liabilities 5,640 (2,667)
Federal Income Taxes Payable (58) (238)
Billings in Excess of Income Earned
and Expenses Incurred (480) (3,509)
Other Long-Term Liabilities (141) (1,527)
------------ ------------
Net Cash Provided by Operating Activities 12,032 10,832
------------ ------------
Cash Flows from Investing Activities:
Net Investment in Direct Financing Lease 557 526
Additions to Vessels and Other Assets (8,844) (1,366)
Proceeds from Sale of Other Assets 88 -
Purchase of and Proceeds from Short
Term Investments - (378)
Distributions from (Investment in)
Unconsolidated Entities 723 -
Net Decrease in Restricted Cash Account - 865
Collection of Related Party Note Receivable 2,400 -
------------ ------------
Net Cash Used by Investing Activities (5,076) (353)
------------ ------------
Cash Flows from Financing Activities:
Proceeds from Issuance of Preferred Stock 37,725 -
Repayment of Debt (22,357) (4,887)
Additions to Deferred Financing Charges (5) (64)
Preferred Stock Dividends Paid (567) -
Other Financing Activities - (1)
------------ ------------
Net Cash Provided (Used) by Financing Activities 14,796 (4,952)
------------ ------------
Net Increase in Cash and Cash Equivalents 21,752 5,527
Cash and Cash Equivalents at Beginning of Period 10,513 8,881
------------ ------------
Cash and Cash Equivalents at End of Period $ 32,265 $ 14,408
============ ============
<FN>
The accompanying notes are an integral part of these statements.
7
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
MARCH 31, 2005
(Unaudited)
Note 1. Basis of Preparation
We have prepared the accompanying unaudited interim financial statements
pursuant to the rules and regulations of the Securities and Exchange
Commission, and we have omitted certain information and footnote disclosures
required by generally accepted accounting principles for complete financial
statements. The condensed consolidated balance sheet as of December 31,
2004 has been derived from the audited financial statements at that date. We
suggest that you read these interim statements in conjunction with the
financial statements and notes thereto included in our Form 10-K for the year
ended December 31, 2004. We have made certain reclassifications to prior
period financial information in order to conform to current year
presentations.
The foregoing 2005 interim results are not necessarily indicative of
the results of operations for the full year 2005. Interim statements are
subject to possible adjustments in connection with the annual audit of our
accounts for the full year 2005. Management believes that all adjustments
necessary, consisting only of normal recurring adjustments, for a fair
presentation of the information shown have been made.
Our policy is to consolidate all subsidiaries in which we hold a
greater than 50% voting interest and to use the equity method to account
for investments in entities in which we hold a 20% to 50% voting interest.
We use the cost method to account for investments in entities in which we
hold less than 20% voting interest and in which we cannot exercise
significant influence over operating and financial activities.
We have eliminated all significant intercompany accounts and
transactions.
Note 2. Employee Benefit Plans
The following table provides the components of net periodic benefit
cost for the plans:
(All Amounts in Thousands)
Postretirement
Pension Plan Benefits
------------------ -----------------
Three Months Ended Three Months Ended
March 31, March 31,
Componenets of net periodic benefit cost: 2005 2004 2005 2004
-------- -------- -------- -------
Service cost $ 169 $ 137 $ 23 $ 19
Interest cost 315 308 134 147
Expected return on plan assets (372) (346) - -
Amortization of prior service cost - 2 (6) -
Amortization of net actuarial loss 41 23 25 25
-------- -------- -------- -------
Net periodic benefit cost $ 153 $ 124 $ 176 $ 191
======== ======== ======== =======
We do not expect to make a contribution to our pension plan or to our
postretirement benefits plan in 2005.
In December of 2003, the Medicare Prescription Drug, Improvements,
and Modernization Act of 2003 ("Act") was signed into law. In addition to
including numerous other provisions that have potential effects on an
employer's retiree health plan, the Medicare law included a special subsidy
for employers that sponsor retiree health plans with prescription drug
benefits that are at least as favorable as the new Medicare Part D benefit.
In May of 2004, the Financial Accounting Standards Board ("FASB") issued
FASB Staff Position ("FSP") 106-2, "Accounting
8
and Disclosure Requirements Related to the Medicare Prescription Drug,
Improvements, and Modernization Act of 2003," that provides guidance on the
accounting for the effects of the Act for employers that sponsor
postretirement health care plans that provide drug benefits. We are still
evaluating whether our plan is actuarially equivalent, although the impact
of any adjustments on our financial position and results of operations is
not expected to be material.
Note 3. Operating Segments
Our four operating segments, Liner Services, Time Charter Contracts,
Contracts of Affreightment ("COA"), and Rail-Ferry Service, are identified
primarily by the characteristics of the contracts and terms under which our
vessels and barges are operated. We report in the Other category results
of several of our subsidiaries that provide ship charter brokerage and
agency services, as well as our over-the-road car transportation truck
company. We manage each reportable segment separately, as each requires
different resources depending on the nature of the contract or terms under
which each vessel within the segment operates.
We do not allocate administrative and general expenses, investment
income, losses or gains on early extinguishment of debt, equity in net
income of unconsolidated entities, or income taxes to our segments.
Intersegment revenues are based on market prices and include revenues
earned by our subsidiaries that provide specialized services to the
operating segments.
The following table presents information about segment profit and
loss for the three months ended March 31, 2005 and 2004:
(All Amounts in Thousands)
Time
Liner Charter Contracts of Rail-Ferry
Services Contracts Affreightment Service Other Elim. Total
- -------------------------------------------------------------------------------
2005
Revenues from external
customers $25,642 $34,485 $4,101 $4,022 $ 1,538 - $ 69,788
Intersegment
revenues - - - - 3,104 (3,104) -
Vessel and barge
depreciation 859 3,226 604 729 194 - 5,612
Gross voyage
(loss) profit (114) 8,481 1,210 (914) 165 - 8,828
Interest expense 173 1,543 341 442 44 - 2,543
Gain on sale of
other assets - - - - 31 - 31
Segment (loss)
profit (287) 6,938 869 (1,356) 152 - 6,316
- -------------------------------------------------------------------------------
2004
Revenues from external
customers $23,232 $29,079 $3,995 $4,056 $5,481 - $65,843
Intersegment
revenues - - - - 3,113 (3,113) -
Vessel and barge
depreciation 856 2,283 604 729 155 - 4,627
Gross voyage
Profit (loss) 462 7,715 1,301 (864) 1,132 - 9,746
Interest expense 221 1,550 391 505 55 - 2,722
Loss on sale of
other assets - - - - (7) - (7)
Segment profit
(loss) 241 6,165 910 (1,369) 1,070 - 7,017
- -------------------------------------------------------------------------------
9
Following is a reconciliation of the totals reported for the operating
segments to the applicable line items in the consolidated financial statements:
(All Amounts in Thousands) Three Months Ended March 31,
2005 2004
Profit or Loss: ---------- ----------
Total Profit for Reportable Segments $6,316 $7,017
Unallocated Amounts:
Administrative and General Expenses (4,389) (3,851)
Loss on Sale of Investment - (623)
Investment Income 285 168
Loss on Early Extinguishment of Debt - (31)
---------- ----------
Income Before Provision for Income Taxes and
Equity in Net Income of Unconsolidated Entities $2,212 $2,680
========== ==========
Note 4. Unconsolidated Entities
In the fourth quarter of 2003, through our wholly-owned subsidiary, we
acquired a 50% investment in Dry Bulk Cape Holding Inc. ("Dry Bulk"), which
owns two cape-size bulk carrier vessels built in calendar years 2002 and
2003. We account for our investment in Dry Bulk under the equity method,
and as such our share of the earnings or losses of Dry Bulk is reported as
equity in net income of unconsolidated entities, net of taxes, in our
consolidated statements of income. For the three months ended March 31,
2005 and 2004, our portion of earnings, net of taxes, was $1.2 million and
$1.1 million, respectively. We expect the 2005 earnings of Dry Bulk to be
distributed in the current year, which would allow those earnings to
qualify under the temporary dividends received exclusion, which allows for
a one-time federal tax exclusion of 85% of those earnings if certain
criteria are met (see Note 7. Income Taxes for a further discussion on the
dividends received exclusion).
In April of 2004, we received a cash distribution of $1.6 million from
Dry Bulk representing first quarter earnings for 2004, which was recorded
as reductions of our investment in Dry Bulk.
At March 31, 2005, our wholly-owned subsidiary was a guarantor of a
portion of the outstanding debt of Dry Bulk. The guarantee is for the
full remaining term of the debt, which was seven years as of December 31,
2004. Performance by our subsidiary under the guarantee would be required
in the event of default by Dry Bulk on the debt. International Shipholding
Corporation has delivered a promissory note in the amount of $31.8 million
to the wholly-owned subsidiary, which the subsidiary may demand payment on
if necessary to perform its obligations under the guarantee. The subsidiary
has assigned the promissory note to the lenders to secure the subsidiary's
obligations under the guarantee. The portion of the outstanding debt that
the subsidiary guarantees was $29.6 million at March 31, 2005. The estimated
fair value of the non-contingent portion of the guarantee is immaterial.
The unaudited combined condensed results of operations of Dry Bulk are
summarized below:
(All Amounts in Thousands) Three Months Ended March 31,
2005 2004
---------- ----------
Operating Revenue $4,582 $5,682
Operating Income $3,072 $4,100
Net Income $2,307 $3,324
10
Note 5. Earnings Per Share
Basic and diluted earnings per share were computed based on the weighted
average number of common shares issued and outstanding during the relevant
periods. Stock options covering 475,000 shares were included in the
computation of diluted earnings per share in the first three months of 2005
and 2004.
Note 6. Comprehensive Income
The following table summarizes components of comprehensive income for
the three months ended March 31, 2005 and 2004:
Three Months Ended March 31,
(Amounts in Thousands) 2005 2004
--------- ---------
Net Income $ 4,093 $ 2,897
Other Comprehensive Income:
Recognition of Unrealized Holding
Loss on Marketable Securities, Net
of Deferred Taxes of $216 - 402
Unrealized Holding Gain on
Marketable Securities, Net of
Deferred Taxes of $27 and $14,
Respectively 51 26
Net Change in Fair Value of
Derivatives, Net of Deferred
Taxes of $5 and $189,
Respectively 3 352
--------- ---------
Total Comprehensive Income $ 4,147 $ 3,677
========= =========
Note 7. Income Taxes
Under previous United States tax law, U.S. companies like us and their
domestic subsidiaries generally were taxed on all income, including in our
case income from shipping operations, whether derived in the United States or
abroad. With respect to any foreign subsidiary in which we hold more than a
50 percent interest (referred to in the tax laws as a controlled foreign
corporation, or "CFC"), we were treated as having received a current taxable
distribution of our pro rata share of income derived from foreign shipping
operations.
The American Jobs Creation Act of 2004 ("Jobs Creation Act"), which
became effective for us on January 1, 2005, changed the United States tax
treatment of our U.S. flag vessels in foreign operations and foreign flag
shipping operations.
During December of 2004, we made an election under the Jobs Creation
Act to have our U.S. flag operations (other than two ineligible vessels used
exclusively in United States coastwise commerce) taxed under a new "tonnage
tax" regime rather than under the usual U.S. corporate income tax regime.
As a result of that election, going forward our gross income for United
States income tax purposes with respect to our eligible U.S. flag vessels
will not include (1) income from qualifying shipping activities in U.S.
foreign trade (i.e., transportation between the U.S. and foreign ports or
between foreign ports), (2) income from cash, bank deposits and other
temporary investments that are reasonably necessary to meet the working
capital requirements of our qualifying shipping activities, and (3) income
from cash or other intangible assets accumulated pursuant to a plan to
purchase qualifying shipping assets.
Under the tonnage tax regime, our taxable income with respect to the
operations of our eligible U.S. flag vessels will be based on a "daily
notional taxable income," which will be taxed at the highest corporate
income tax
11
rate. The daily notional taxable income from the operation of a qualifying
vessel will be 40 cents per 100 tons of the net tonnage of the vessel up to
25,000 net tons, and 20 cents per 100 tons of the net tonnage of the vessel
in excess of 25,000 net tons. The taxable income of each qualifying vessel
will be the product of its daily notional taxable income and the number of
days during the taxable year that the vessel operates in United States
foreign trade.
Under the Jobs Creation Act, the taxable income from the shipping
operations of CFCs will generally no longer be subject to current United
States income tax until repatriated. As of December 31, 2004, these CFCs
had an accumulated deficit of $12.4 million. A valuation allowance has
been recorded for 100% of the related tax benefits. Until the CFCs earn
income to fully recoup this accumulated deficit, no income tax provision or
benefits is expected related to these CFCs. However, the Jobs Creation Act
provides a lower effective tax rate on the taxable income from the shipping
operations of our CFCs under the one-time dividends received exclusion.
Under this one-time exclusion, which only applies to the current year's
income, 85% of the income will be exempt from U.S. taxes if those funds are
received from a CFC in the form of a dividend by the U.S. parent company,
if certain criteria are met. As a result of the Jobs Creation Act, our
effective tax rate on first quarter earnings, including the results of
unconsolidated entities, is 17.5% as compared to 36.3% in the comparable
quarter of 2004. Our effective tax rate before equity in net income of
unconsolidated entities is 13.5% in the first quarter of 2005 as compared
to 37.1% in the comparable quarter of 2004.
Note 8. Preferred Stock Offering
On January 6, 2005, we announced the completion of our public offering
of 800,000 shares of 6.0% convertible exchangeable preferred stock with a
liquidation preference of $50 per share, or $40 million in total. The
proceeds of the preferred stock offering, after deducting all associated
costs, were $37.6 million. The preferred stock accrues cash dividends from
the date of issuance at a rate of 6.0% per annum. The preferred stock is
initially convertible into two million shares of our common stock, equivalent
to an initial conversion price of $20.00 per share of our common stock and
reflecting a 34% conversion premium to the $14.90 per share closing price of
our common stock on the New York Stock Exchange on December 29, 2004. All
shares of the preferred stock, which is a new series of our capital stock,
were sold.
Note 9. New Accounting Pronouncements
In December of 2004, the FASB issued Statement No. 123 (revised 2004),
"Share-Based Payment," which is a revision of FASB Statement No. 123,
"Accounting for Stock-Based Compensation." Statement No. 123(R) supersedes
APB Opinion No. 25, "Accounting for Stock Issued to Employees," and amends
FASB Statement No.95, "Statement of Cash Flows." Statement No. 123(R)
requires all share-based payments to employees, including grants of employee
stock options, to be recognized in the income statement based on their fair
values. Pro forma disclosures are no longer an alternative. Statement No.
123(R) was initially effective for periods beginning after June 15, 2005.
In April of 2005, the U.S. Securities and Exchange Commission announced a
deferral of the effective date of Statement No. 123(R) for calendar year
companies until the beginning of 2006. We plan to adopt Statement No.
123(R) on January 1, 2006.
12
Statement No. 123(R) permits public companies to adopt its
requirements using either a modified prospective method or a modified
retrospective method. Under the modified prospective method, companies
are required to record compensation cost for new and modified awards over
the related vesting period of such awards prospectively and record
compensation cost prospectively for the unvested portion, at the date of
adoption, of previously issued and outstanding awards over the remaining
vesting period of such awards. No change to prior periods presented is
permitted under the modified prospective method. Under the modified
retrospective method, companies record compensation costs for prior
periods retroactively through restatement of such periods using the pro
forma amounts previously disclosed in the footnotes. Also, in the period
of adoption and after, companies record compensation cost based on the
modified prospective method. We have not yet determined the method of
adoption we will use.
As permitted by Statement No. 123, we account for share-based payments
to employees using APB Opinion No. 25 and no compensation expense has been
recognized for employee options granted under the Stock Incentive Plan.
Accordingly, the adoption of Statement No. 123(R)'s fair value method will
have an impact on our results of operations, although it will have no impact
on our overall financial position. However, the impact of adoption of
Statement No. 123(R) cannot be predicted at this time because it will depend
on levels of share-based payments granted in the future. However, had we
adopted Statement No. 123(R) in prior periods, there would have been no
impact as described in the disclosure of pro forma net income and earnings
per share in Note E - Employee Benefit Plans of the Notes to the
Consolidated Financial Statements contained in our December 31, 2004 Form
10-K.
13
PART II - OTHER INFORMATION
ITEM 6.
EXHIBITS
(a) EXHIBIT INDEX
Exhibit Number Description
-------------- -------------------------------------
Part II Exhibits: 3.1 Restated Certificate of Incorporation
of the Registrant (filed with the
Securities and Exchange Commission
as Exhibit 3.1 to the Registrant's
Form 10-Q for the quarterly period
ended September 30, 2004, and
incorporated herein by reference)
3.2 By-Laws of the Registrant (filed
with the Securities and Exchange
Commission as Exhibit 3.2 to the
Registrant's Form 10-Q for the
quarterly period ended September
30, 2004, and incorporated herein
by reference)
10.1 Summary of Executive Officer's
Salaries *
31.1 Certification of Chief Executive
Officer Pursuant to Section 302
of the Sarbanes-Oxley Act of 2002 **
31.2 Certification of Chief Financial
Officer Pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002 **
32.1 Certification of Chief Executive
Officer Pursuant to 18 U.S.C.
Section 1350 as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley
Act of 2002 **
32.2 Certification of Chief Financial
Officer Pursuant to 18 U.S.C.
Section 1350 as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley
Act of 2002 **
__________
* Previously filed as part of the Registrant's Form 10-Q for the quarter
ended March 31, 2005, filed with the Commission on May 12, 2005.
** Submitted electronically herewith.
14
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
INTERNATIONAL SHIPHOLDING CORPORATION
/s/ Gary L. Ferguson
_____________________________________________
Gary L. Ferguson
Vice President and Chief Financial Officer
May 20, 2005
Date ___________________________