1 INTERNATIONAL SHIPHOLDING CORPORATION SUMMARY OF SELECTED CONSOLIDATED FINANCIAL DATA The following summary of selected consolidated financial data is not covered by the auditors' report appearing elsewhere herein. However, in the opinion of management the summary of selected consolidated financial data includes all adjustments necessary for a fair presentation of each of the years presented. This summary should be read in conjunction with the consolidated financial statements and the notes thereto appearing elsewhere in this annual report. (All Amounts in Thousands Except Share, Per Share Data and Ratios) Year Ended December 31, 1993 1992 1991 1990 1989 _________ _________ __________ __________ ________ Revenues $341,651 $324,608 $328,429 $327,453 $268,955 Gross Voyage Profits $ 64,318 $ 57,581 $ 61,303 $ 61,485 $ 56,955 Income Before Extraordinary Item and Cumulative Effect $ 7,645 $ 6,499 $ 15,233 $ 15,065 $ 12,597 Extraordinary Item $ (1,716) -- -- -- -- Cumulative Effect of Accounting Change -- $ (3,218) -- -- -- Net Income $ 5,929 $ 3,281 $ 15,233 $ 15,065 $ 12,597 Earnings Per Common and Common Equivalent Shares: Before Extraordinary Item and Cumulative Effect $ 1.26 $ 0.96 $ 2.66 $ 2.62 $ 2.24 Extraordinary Item $ (0.33) -- -- -- -- Cumulative Effect of Accounting Change -- $ (0.63) -- -- -- Net Income $ 0.93 $ 0.33 $ 2.66 $ 2.62 $ 2.24 Weighted Average of Common and Common Equivalent Shares 5,220,207 5,138,866 5,125,546 5,156,879 4,864,542 Total Assets $ 518,700 $ 519,963 $ 496,994 $ 473,582 $ 422,264 Long-Term Debt (including Capital Lease Obligations) $ 240,132 $ 231,148 $ 200,472 $ 208,048 $ 192,135 Redeemable Preferred Stock -- $ 13,548 $ 13,290 $ 13,034 $ 12,778 Common Stockholders' Investment $ 134,497 $ 124,004 $ 123,408 $ 110,789 $ 99,631 Ratio of Long-Term Debt and Capital Lease Obligations to Common Stockholders' Investment 1.79:1 1.86:1 1.62:1 1.88:1 1.93:1 Working Capital $ 17,649 $ 7,920 $ 28,327 $ 11,933 $ 19,605 Cash Dividends Per Common Share $ 0.20 $ 0.20 $ 0.20 $ 0.20 $ 0.20 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The Company's vessels are operated under a variety of charters and contracts. The nature of these arrangements is such that, without a material variation in gross voyage profits (total revenues less voyage expenses and vessel and barge depreciation), the revenues and expenses attributable to a vessel deployed under one type of charter or contract can differ substantially from those attributable to the same vessel if deployed under a different type of charter or contract. Accordingly, depending on the mix of charters or contracts in place during a particular accounting period, the Company's revenues and expenses can fluctuate substantially from one period to another even though the number of vessels deployed, the number of voyages completed, the amount of cargo carried and the gross voyage profit derived from the vessels remain relatively constant. As a result, fluctuations in voyage revenues and expenses are not necessarily indicative of trends in profitability, and management believes that gross voyage profit is a more appropriate measure of operating performance than revenues. Accordingly, the discussion below addresses variations in gross voyage profits rather than variations in revenues. RESULTS OF OPERATIONS Year Ended December 31, 1993 Compared to Year Ended December 31, 1992 GROSS VOYAGE PROFIT. Gross voyage profit increased 11.7% to $64.3 million in 1993 as compared to $57.6 million in 1992. Positively affecting 1993 results was the deployment of the Jeb Stuart on charter to the Military Sealift Command ("MSC") beginning in late 1992. The vessel was previously named the Atlantic Forest and was deployed on less favorable terms through May 1992 at which time it was taken out of service for drydocking and prepositioning to prepare for the MSC charter. Additionally, gross voyage profit was favorably affected by an improved volume of westbound cargo in the Company's foreign flag LASH Trans-Atlantic liner service during 1993 as compared to 1992. Offsetting these positive results was time lost to perform extended maintenance on one of the Company's foreign flag bulk carriers which caused the vessel to be out of service for 99 days, most of which occurred during the third quarter of 1993. Through mid 1993, the Company also operated a roll- on/roll-off ("Ro/Ro") vessel, the Rover. The Rover had been operated under a time charter to the MSC since 1984. Upon expiration of this charter in June 1993, the vessel had reached the end of its economic useful life and was sold for demolition for $1.9 million (as compared to a net book value of $1.8 million). A portion of the proceeds was used to repay the remaining $1.0 million debt that was secured by a mortgage on the Rover. The Company currently charters nine vessels to the MSC. During 1993, the MSC exercised the first of two seventeen month option periods on three of these vessels. These option periods extend until the second half of 1994. Three vessels are currently operating under their initial charter period with renewal options exercisable by the MSC in April 1994, June 1994 and March 1995. In 1993, the Company reached agreement with MSC for three Ro/Ro vessels on long-term charter to make reductions in the future charter hire payments in consideration of fixing the period of these charters for the full twenty-five years. The charters will now terminate in the years 2009 and 2010. Vessel and barge depreciation expense increased by 7.3% to $23.9 million during 1993 as compared to $22.3 million in 1992 primarily due to additions to the Company's LASH barge fleet and capitalized costs associated with the barge refurbishment program during 1992. OTHER INCOME AND EXPENSES. Administrative and general expenses increased 6.3% to $28.2 million during 1993 as compared to $26.5 million in 1992. This increase resulted primarily from the expensing of approximately $1.0 million of costs that related to a proposed acquisition that was not consummated. Due to the passage of time, the Company expensed the related costs. Bonuses paid to shoreside employees were higher in 1993 than in 1992. The increases were partially offset by reduced costs in other areas stemming from continuing cost reduction efforts throughout the Company. Interest expense decreased to $21.2 million in 1993 as compared to $21.7 million in 1992, primarily because of lower interest rates on variable rate loans, regularly scheduled debt payments of $36.9 million, and prepayment of $58.9 million of debt during 1993 from the proceeds of the Company's $100 million, 9% Senior Unsecured Notes issued in July, 1993. This reduction was partially offset by interest incurred on the $100 million Senior Notes. The Company's share of losses from unconsolidated entities increased from $1.4 million in 1992 to $2.3 million in 1993, primarily as a result of a weakened market for the liquified petroleum gas carriers owned and operated by A/S Havtor and A/S Havtor Management, which are Norwegian companies in which the Company has an interest. During the first quarter of 1993 the Company reported an after tax loss of $1.5 million from these interests. However, during the first quarter of 1993, the Company sold an 18.5% direct interest in A/S Havtor for $7.6 million, of which $2.8 million was received in cash and $4.8 million was received in the form of a promissory note. The transaction reduced the Company's direct interest in A/S Havtor to 14.8% and resulted in a gain before taxes of $1.4 million. A provision for doubtful accounts equal to the pre-tax gain of $1.4 million was recorded in 1993, which will have the effect of deferring recognition of the gain until receipt of the proceeds from the promissory note, which matures in mid-1996. Since the Company is no longer represented on the board of directors of A/S Havtor or A/S Havtor Management, has no substantive control or input regarding their operations, and holds direct and indirect ownership interest in each that are less than 20%, the investments have been accounted for commencing April 1, 1993 under the cost method of accounting which permits recognition of income only upon distribution of dividends or sale of its interest. INCOME TAXES. During 1993 the Company provided $6.6 million for federal income taxes at the statutory rate of 35% as compared to a provision of $4.4 million at the statutory rate of 34% during 1992. The Revenue Reconciliation Act of 1993 provided a tax rate of 35% on taxable income in excess of $10 million per year beginning 3 January 1, 1993. The higher tax rate resulted in an adjustment of $764,000 as required by FASB Statement No. 109 for tax provisions made prior to 1993. The Company's deferred tax liabilities were increased accordingly in the balance sheet. Income of unconsolidated entities is shown net of applicable taxes. EXTRAORDINARY LOSS ON EARLY EXTINGUISHMENT OF DEBT. During 1993 the Company recognized an extraordinary loss of $1.7 million, net of taxes, resulting from prepayment penalties and the write-off of deferred loan costs associated with the early payment of high interest debt and the redemption of preferred stock from the proceeds of the Company's $100 million Senior Notes issued in July 1993. See Liquidity and Capital Resources. Year Ended December 31, 1992 Compared to Year Ended December 31, 1991 GROSS VOYAGE PROFIT. Gross voyage profit decreased 6.1% to $57.6 million in 1992 as compared to $61.3 million in 1991. Results in 1992 compared unfavorably with 1991 primarily due to the participation of most of the Company's U.S. flag fleet in Operation Desert Shield/Desert Storm early in 1991. Additionally, the gross voyage profit of the Company's foreign flag LASH vessels was below the 1991 level primarily due to the reduced volume of westbound cargoes and, to a lesser extent, a softening of freight rates. Results in 1992 were also affected by the loss of approximately 340 days, primarily due to vessel drydocking and positioning for charters. This compared favorably with approximately 490 drydocking and positioning days in 1991. The increased out of service days for drydocking and positioning in 1991 and 1992 resulted primarily from the preparation for certain MSC charters. During 1989, 1990, 1991 and 1992, the Company invested an aggregate of $96.9 million in extensive LASH barge refurbishment and LASH vessel life extension programs. The increase in depreciation expense that resulted from this additional capital investment was more than offset in 1992 by the reduction in depreciation expense caused by an extension of the useful lives of the refurbished vessels and barges. Accordingly, vessel and barge depreciation expense declined by 6.2% to $22.3 million in 1992 as compared to $23.8 million in 1991. OTHER INCOME AND EXPENSES. Administrative and general expense decreased 4.7% to $26.5 million in 1992 as compared to $27.8 million in 1991 primarily due to overall cost reduction efforts, including certain salary and wage limitations that were placed in force in 1992. Interest expense increased to $21.7 million in 1992 from $20.6 million in 1991, primarily reflecting additional financing associated with the Company's LASH barge refurbishment and vessel life extension programs. This increase was partially offset by a reduction in interest rates on variable rate loans and reduced balances on other outstanding debt. During 1992, the Company received and recorded as income approximately $2.1 million from the settlement of Waterman's 1981 transfer of investment tax credit benefits. During 1992, the Company's investment in unconsolidated entities reflected a net loss of $1.4 million as compared to net income of $4.7 million in 1991. This reduction primarily reflected a weakened market for the liquified petroleum gas carriers operated by A/S Havtor and related entities. As described above, the Company reduced its interest in A/S Havtor during the first quarter of 1993, and, commencing April 1, 1993, its investment in A/S Havtor has been accounted for using the cost method. INCOME TAXES. During 1992, the Company provided $4.4 million for federal income taxes at the statutory rate of 34%, as compared to a provision of $4.8 million at the same rate in 1991. Income of unconsolidated entities is shown net of applicable taxes. CUMULATIVE EFFECT OF ACCOUNTING CHANGE. In December 1990, the Financial Accounting Standards Board issued Statement No. 106, "Employers' Accounting for Postretirement Benefits Other Than Pensions," which required that the expected cost of postretirement benefits be charged to expense during the years in which the employees render service. The Company elected early implementation, effective January 1, 1992, which resulted in a cumulative adjustment for years prior to 1992 of $3.2 million, net of taxes, and was reported as a cumulative effect of a change in accounting principle in the first quarter of 1992. OPERATING DIFFERENTIAL SUBSIDY For the years ended December 31, 1993, 1992 and 1991, the Company received aggregate operating differential subsidy payments of $19.3 million, $19.7 million and $19.2 million, respectively. The Company's subsidy agreement expires on December 31, 1996, and all other subsidy agreements with U.S. flag liner operators expire on December 31, 1997. It is not clear at this point whether the subsidies will be renewed. If the subsidy program is not renewed the Company will be required to consider various options for its U. S. Flag vessels receiving Operating Differential Subsidy, including vessel modifications that would increase fuel efficiency, reduction of crew size and wages to more closely approximate those of non-subsidized vessels, reduction of other operating expenses, and/or transfer to foreign flag operations with foreign crews. LIQUIDITY AND CAPITAL RESOURCES The following discussion should be read in conjunction with the more detailed Consolidated Balance Sheets and Consolidated Statements of Cash Flows included elsewhere herein as part of the Company's Consolidated Financial Statements. The Company's working capital increased from $7.9 million at December 31, 1992 to $17.6 million at December 31, 1993, after provision for current maturities of long-term debt of $25.9 million and capital lease obligations of $5.0 million. Cash and cash equivalents increased during 1993 by $1.9 million to a total of $32.8 million. Accounts payable and accrued expenses increased $10.5 million or 26.9%. Approximately $6.4 million of that increase resulted from timing differences associated with the status of various voyages at the end of the respective periods. Voyage expenses increase as a voyage progresses, thereby increasing accrued liabilities while decreasing billings in excess of income earned and expenses incurred. Positive cash flows were achieved from operating activities during 1993 in the amount of $55.1 million. The major source of cash from operations was net income, adjusted for non-cash provisions such as depreciation, amortization and deferred income taxes. Net cash used for investing activities amounted to $34.3 million during 1993. 4 Capital investments included $6.2 million for the refurbishment of LASH barges, $1.6 million for the purchase of river barges, $1.7 million for construction costs of a molten sulphur carrier, and $2.5 million in other miscellaneous items. Also, the Company added $24.3 million of deferred charge items including $18.9 million for drydocking and prepositioning and $3.5 million incurred in transaction expenses associated with the issue of $100 million Senior Notes in July, 1993. Net cash received from investments in and advances to unconsolidated entities of $377,000 consisted primarily of cash received from the aforementioned sale of an 18.5% interest in A/S Havtor and cash distributions from the operations of the two PROBO vessels, net of cash used to acquire an additional 11% interest in the foreign entities that own and operate the two PROBO vessels. See Notes K and L of the Notes to the Company's Consolidated Financial Statements included elsewhere herein. Cash in the amount of $1.6 million was also utilized in 1993 for the purchase of the remaining 50% ownership interest in a company which operates a LASH barge intermodal terminal located in Memphis, Tennessee. This increased the Company's interest from 50% to 100%. Partially offsetting these uses was $3.2 million representing the proceeds from the sale of the Rover and some surplus LASH barges. Net cash used for financing activities during 1993 totalled $18.9 million. Proceeds from the issuance of debt obligations of $146.7 million included $1.2 million received from a medium-term loan associated with the purchase of 39 river barges, $7.0 million received from a medium-term loan associated with the barge refurbishment program, $100 million received from the issuance of the 9% Senior Notes and $30 million drawn under lines of credit. In late 1992 the Company received $8.5 million from short-term financing for the construction of a sulphur carrier vessel. In early 1993 this amount was repaid and $8.5 million was drawn under an interim financing agreement. Proceeds totalling $4.3 million were also received from the issuance of 427,500 shares of common stock upon the exercise of warrants previously granted to certain holders of the Company's preferred stock. The exercise price for these warrants was $10.12 per share. Cash used for financing activities included regularly scheduled principal payments of $36.9 million for debt and capital lease obligations, prepayment of $63.8 million in term debt and repayment of $45 million drawn under lines of credit. Additionally $1.9 million was used to meet preferred and common stock dividend requirements, and $13.8 million was used to redeem all of the Company's outstanding preferred stock. On July 9, 1993 the Company issued $100 million of 9% Senior Notes due 2003. The proceeds of this unsecured financing were used to redeem $12.4 million of 14% senior subordinated notes, redeem $13.8 million of outstanding preferred stock, and repay $46.5 million of floating rate bank debt and certain fixed rate debt in order to more evenly distribute future amortization requirements. The Company also placed $5.0 million in escrow for future payments on a fixed rate note. Additionally $6.6 million was used to pay accrued interest and transaction expenses, including prepayment penalties. The balance of the proceeds will be used to finance a portion of the new molten sulphur carrier and other potential investments. The Company's newbuilding molten sulphur carrier, Hull No. 294, is scheduled for delivery in late summer 1994. Through 1993 the Company had incurred $13.9 million of the estimated delivered cost of approximately $58 million. Of these costs, $1.7 million was paid during 1993 and the balance was paid in 1992. Capitalized interest related to this construction totalled $918,000 in 1993. Interim construction financing on a variable rate basis has been arranged through a pool of commercial banks and is expected to be repaid with permanent financing after construction is completed. At the Company's option, the construction loan can be converted to a three-year term loan with the same banks when the vessel commences operation. Draws on the construction loan total $8.7 million with additional draws anticipated in early 1994. During 1993 the Company received a commitment for a Title XI guarantee to cover the permanent financing of this vessel although no decision has been made yet to use this type of financing. The Company reacquired, as of January 1, 1993, an 11% interest in the foreign entities that own and operate the Company's two PROBO vessels, which had been sold in January 1991. The additional 11% was acquired for $6.4 million, of which $3.5 million was a cash payment and $2.9 million was paid through liquidation of notes receivable due from the sellers. The acquisition increased the Company's interest in such foreign entities to 50%. As of January 1, 1993, the Company also sold an 18.5% interest in A/S Havtor as further discussed in the Results of Operations. In the third quarter of 1988, the Board of Directors declared a quarterly dividend of $.05 per share and has continued quarterly dividends in the same amount for each quarterly period through the first quarter 1994. The Board has expressed its intent to continue to declare similar quarterly dividends in the future, subject to the ability of the Company's operating subsidiaries to continue to achieve satisfactory earnings. Dividends on common stock at the current rate of $.05 per share amount to an annual cash requirement of approximately $1.1 million. Management believes that normal operations will provide sufficient working capital and cash flows to meet debt service and dividend requirements during the foreseeable future. During 1992, the Financial Accounting Standards Board issued Statement No. 109, "Accounting for Income Taxes". This statement was adopted effective January 1, 1993 and had no impact on the Company's financial position or results of operations primarily because the Company had adopted FASB Statement No. 96 during 1988. The Financial Accounting Standards Board also issued Statement No. 112, "Employers' Accounting for Postemployment Benefits", during 1992. Adoption of the statement which is required in 1994, is not anticipated to have a material effect on the Company's financial position or results of operations. To meet short-term requirements when fluctuations occur in working capital, the Company has available three lines of credit totalling $15 million, which were fully drawn on an interim basis at December 31, 1992. This amount was repaid in early 1993. At December 31, 1993, the lines were undrawn. The Company has not been notified that it is a potentially responsible party in connection with any environmental matters. 5 INTERNATIONAL SHIPHOLDING CORPORATION CONSOLIDATED BALANCE SHEETS December 31, December 31, 1993 1992 ASSETS ___________ ___________ (All Amounts In Thousands) Current Assets: Cash and Cash Equivalents $ 32,770 $ 30,879 Accounts Receivable, Net of Allowance for Doubtful Accounts of $470 and $475 in 1993 and 1992, Respectively: Traffic 28,303 28,519 Agents' 8,346 7,708 Claims and Other 9,485 8,349 Net Investment in Direct Financing Leases 2,257 2,315 Current Deferred Income Taxes 1,955 -- Other Current Assets 6,666 3,258 Material and Supplies Inventory, At Cost 7,853 7,625 ________ _______ Total Current Assets 97,635 88,653 ________ _______ Investments In and Advances to Unconsolidated Entities 30,367 34,213 ________ _______ Net Investment in Direct Financing Leases 28,775 31,031 ________ _______ Vessels, Property and Other Equipment, At Cost: Vessels and Barges 432,429 433,617 Other Marine Equipment 3,842 4,133 Terminal Facilities 17,521 13,221 Land 2,317 2,528 Furniture and Equipment 9,676 7,861 ________ ________ 465,785 461,360 Less - Accumulated Depreciation (189,924) (177,455) ________ _______ 275,861 283,905 ________ _______ Other Assets: Deferred Charges in Process of Amortization 41,992 36,224 Acquired Contract Costs, Net of Accumulated Amortization of $ 12,122 and $9,559 in 1993 and 1992, Respectively 26,781 29,344 Due from Related Parties, Net of Allowance for Doubtful Accounts of $1,385 and $ 0 in 1993 and 1992, Respectively 4,360 305 Other 12,929 16,288 ________ _______ 86,062 82,161 ________ _______ $518,700 $519,963 ======== ======== [FN] The accompanying notes are an integral part of these statements. 6 December 31, December 31, LIABILITIES AND STOCKHOLERS' 1993 1992 INVESTMENT ___________ ___________ (All Amounts in Thousands Except Per Share Data) Current Liabilities: Current Maturities of Long-Term Debt $ 25,879 $ 39,865 Current Maturities of Capital Lease Obligations and Redeemable Preferred Stock 5,000 6,024 Accounts Payable and Accrued Liabilities 49,447 38,953 Current Deferred Income Tax Liability -- 2,235 Current Liabilities to be Refinanced (340) (6,344) ________ ________ Total Current Liabilities 79,986 80,733 ________ ________ Current Liabilities to be Refinanced 340 6,344 ________ ________ Billings in Excess of Income Earned and Expenses Incurred 4,133 10,564 ________ ________ Long-Term Capital Lease Obligations, Less Current Maturities 27,020 32,280 ________ ________ Long-Term Debt, Less Current Maturities 213,112 198,868 ________ ________ Reserves and Deferred Credits: Deferred Income Taxes 35,613 24,057 Claims and Other 23,999 31,315 ________ ________ 59,612 55,372 ________ ________ Commitments and Contingencies Cumulative Redeemable Preferred Stock, Less Current Maturities and Excess of Redemption Value Over Fair Value _ 11,798 ________ ________ Stockholders' Investment: Common Stock, $1.00 Par Value, 10,000,000 Shares Authorized, 5,405,366 and 4,977,866 Shares Issued at December 31, 1993 and 1992, Respectively 5,405 4,978 Additional Paid-in Capital 54,450 48,216 Retained Earnings 75,775 71,943 Less - 58,755 Shares of Common Stock in Treasury,at cost, at December 31, 1993 and 1992 (1,133) (1,133) ________ ________ 134,497 124,004 ________ ________ $518,700 $519,963 ======== ======== [FN] The accompanying notes are an integral part of these statements. 7 INTERNATIONAL SHIPHOLDING CORPORATION CONSOLIDATED STATEMENTS OF INCOME (Amounts in Thousands Except Per Share Data) Year Ended December 31, 1993 1992 1991 _________ _________ _________ Revenues $322,313 $304,872 $309,270 Operating Differential Subsidy 19,338 19,736 19,159 _________ _________ _________ 341,651 324,608 328,429 _________ _________ _________ Operating Expenses: Voyage Expenses 253,386 244,711 243,344 Vessel and Barge Depreciation 23,947 22,316 23,782 _________ _________ _________ Gross Voyage Profit 64,318 57,581 61,303 Administrative and General Expenses 28,206 26,540 27,846 Gain(Loss) on Sale of Assets 374 (106) -- _________ _________ _________ Operating Income 36,486 30,935 33,457 _________ _________ _________ Interest: Interest Expense 21,245 21,679 20,563 Investment Income (1,748) (1,135) (2,062) _________ _________ _________ 19,497 20,544 18,501 _________ _________ _________ Other Income -- 2,059 -- _________ _________ _________ Unconsolidated Entities (Net of Applicable Taxes): Equity in Net Income (Loss) of Unconsolidated Entities (2,289) (1,421) 4,697 Equity in Gain on Sale of Vessel -- -- 806 Gain on Sale of Equity Interests 900 -- -- Provision for Doubtful Accounts (900) -- -- _________ _________ _________ (2,289) (1,421) 5,503 _________ _________ _________ Income Before Provision for Income Taxes, Extraordinary Item and Cumulative Effect of Accounting Change 14,700 11,029 20,459 _________ _________ _________ Provision for Income Taxes: Current 714 2,841 3,004 Deferred 5,851 1,562 1,822 State 490 127 400 _________ ________ _________ 7,055 4,530 5,226 _________ _________ _________ Income Before Extraordinary Item and Cumulative Effect of Accounting Change 7,645 6,499 15,233 _________ _________ _________ Extraordinary Loss on Early Extinguishment of Debt (Net of Income Tax Benefit of $924) (1,716) -- -- Cumulative Effect of Accounting Change (Net of Income Tax Benefit of $1,657) -- (3,218) -- _________ _________ _________ Net Income $ 5,929 $ 3,281 $ 15,233 Less: Preferred Stock Dividends 868 1,444 1,440 Accretion of Discount on Preferred Stock 202 257 257 _________ _________ _________ Net Income Applicable to Common and Common Equivalent Shares $ 4,859 $ 1,580 $ 13,536 ======= ======== ======== Earnings Per Share: Income Before Extraordinary Loss and Cumulative Effect of Accounting Change $ 1.26 $ .96 $ 2.66 Extraordinary Loss $ (0.33) $ -- $ -- Cumulative Effect of Accounting Change $ -- $ (.63) $ -- -------- -------- -------- Net Income $ 0.93 $ 0.33 $ 2.66 ======== ======== ======== [FN] The accompanying notes are an integral part of these statements. 8 INTERNATIONAL SHIPHOLDING CORPORATION CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS'INVESTMENT Additional Common Paid-In Retained Treasury (All Amounts in Thousands) Stock Capital Earnings Stock Total _________ _________ ________ ________ _______ Balance at December 31, 1990 $ 4,978 $48,216 $58,795 $(1,200) $110,789 Net Income for Year Ended December 31, 1991 -- -- 15,233 -- 15,233 Preferred Stock Dividends -- -- (1,440) -- (1,440) Accretion of Discount on Preferred Stock -- -- (257) -- (257) Cash Dividends -- -- (984) -- (984) Distribution of Treasury Stock -- -- -- 67 67 _______ _______ _______ ________ ________ Balance at December 31, 1991 $ 4,978 $48,216 $71,347 $(1,133) $123,408 Net Income for Year Ended December 31, 1992 -- -- 3,281 -- 3,281 Preferred Stock Dividends -- -- (1,444) -- (1,444) Accretion of Discount on Preferred Stock -- -- (257) -- (257) Cash Dividends -- -- (984) -- (984) (984) _______ _______ _______ ________ ________ Balance at December 31, 1992 $ 4,978 $48,216 $71,943 $(1,133) $124,004 Net Income for Year Ended December 31, 1993 -- -- 5,929 -- 5,929 Preferred Stock Dividends -- -- (868) -- (868) Accretion of Discount on Preferred Stock -- -- (202) -- (202) Cash Dividends -- -- (1,027) -- (1,027) Issuance of Stock, 427,500 Shares Pursuant to Exercise of Warrants 427 6,234 -- -- 6,661 _______ _______ _______ ________ ________ Balance at December 31,1993 $ 5,405 $54,450 $75,775 $(1,133) $134,497 ======= ======= ======= ======== ======== [FN] The accompanying notes are an integral part of these statements. 9 INTERNATIONAL SHIPHOLDING CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOW Year Ended December 31, 1993 1992 1991 _______ ________ ________ (All Amounts in Thousands) Cash Flows from Operating Activities: Net Income $ 5,929 $ 3,281 $ 15,233 Adjustment to Reconcile Net Income to Net Cash Provided by Operating Activities: Depreciation 24,895 23,172 24,679 Amortization of Deferred Charges and Other Assets 19,785 19,043 15,346 Provision for Deferred Income Taxes 5,851 1,562 1,822 Extraordinary Loss 1,716 -- -- Cumulative Effect of Accounting Change -- 3,218 -- Equity in Unconsolidated Entities 2,289 1,421 (4,697) (Gain) Loss on Sale of Vessels and Other Property (374) 106 (1,153) Changes in: Reserve for Claims and Other Deferred Credits (5,926) (4,919) 2,948 Net Investment in Direct Financing Leases 2,314 2,140 2,350 Unearned Income (6,431) 6,339 (1,143) Other Assets 3,267 1,702 (2,313) Accounts Receivable (534) (1,673) 3,470 Inventories and Other Current Assets (1,551) 1,160 (25) Accounts Payable and Accrued Liabilities 3,855 (2,293) (12,533) _________ _________ _________ Net Cash Provided by Operating Activities 55,085 54,259 43,984 _________ _________ _________ Cash Flows from Investing Activities: Purchase of Vessels and Other Property (12,044) (60,963) (31,484) Additions to Deferred Charges (24,251) (23,614) (23,795) Proceeds from Sale of Vessels and Other Property 3,201 1,717 464 Investment in and Advances to Unconsolidated Entities 377 (1,857) 5,977 Other Investing Activities -- -- (14) Purchase of LITCO (1,606) -- -- _________ _________ _________ Net Cash Used by Investing Activities (34,323) (84,717) (48,852) _________ _________ _________ Cash Flows from Financing Activities: Proceeds from Issuance of Debt and Capital Lease Obligations 146,748 113,540 48,189 Reduction of Debt and Capital Lease Obligations (154,224) (87,612) (35,946) Redemption of Preferred Stock (13,750) -- -- Preferred and Common Stock Dividends Paid (1,895) (2,428) (2,422) Proceeds from Issuance of Common Stock 4,250 -- -- _________ _________ _________ Net Cash (Used in) Provided by Financing Activities (18,871) 23,500 9,821 _________ _________ _________ Net Increase (Decrease) in Cash and Cash Equivalents 1,891 (6,958) 4,953 Cash and Cash Equivalents at Beginning of Year 30,879 37,837 32,884 _________ _________ _________ Cash and Cash Equivalents at End of Year $ 32,770 $ 30,879 $ 37,837 ========= ========= ========= [FN] The accompanying notes are an integral part of these statements. 10 NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation __________________ The accompanying financial statements include the accounts of International Shipholding Corporation and its consolidated subsidiaries (the Company). All significant intercompany accounts and transactions have been eliminated. The Company uses the cost method to account for investments in entities in which it holds less than a 20% voting interest and in which the Company cannot exercise significant influence over operating and financial activities. The Company uses the equity method to account for investments in entities in which it holds a 20% to 50% voting interest. Certain reclassifications have been made to the prior period financial information in order to conform to current year presentation. Voyage Accounting ________________ Revenues and expenses relating to voyages are recorded on the percentage-of-completion method, except that provisions for loss voyages are recorded when contracts for the voyages are fixed or when losses become apparent for voyages in progress. Vessels and Other Property _______________________ Costs of all major property additions and betterments are capitalized. Ordinary maintenance and repair costs are expensed as incurred. Interest and finance costs relating to vessels, barges and other equipment under construction are capitalized to properly reflect the cost of assets acquired. No interest was capitalized in 1991. Capitalized interest totaled $918,000 and $136,000 for the years ended December 31, 1993, and 1992, respectively. Assets under capital leases are recorded on the balance sheet under the caption Vessels, Property and Other Equipment (See Note G). For financial reporting purposes, vessels are generally depreciated over their estimated useful life of 25 years from construction using the straight-line method. As a result of major capital improvements during 1990, 1991 and early 1992, the useful lives of the Company's LASH vessels have been extended from 25 to 30 years. The two pure car carriers are being depreciated over estimated useful lives of 20 years. The coal terminal is being depreciated over 22 years and the LITCO terminal is being depreciated over 11 years. Other marine equipment is being depreciated predominantly over a four year period. The Company groups all LASH barges into pools with estimated useful lives corresponding to the remaining useful lives of the vessels with which they are utilized. Major barge refurbishments are capitalized and included in the aforementioned group of barge pools. The estimated useful lives of the pools have been extended through 2003 in accordance with the extension of the vessel lives. The Company refurbished a major portion of these barges during 1990 through 1992 to allow utilization through 2003. From time to time, the Company disposes of barges in the ordinary course of business. In these cases, proceeds from the disposition are credited to the remaining net book value of the respective pool and future depreciation charges are adjusted accordingly. Financial Instruments __________________ A significant portion of the Company's traffic receivables are due from the United States Government arising primarily from contracts with the U.S. Military Sealift Command (See Note I) and transportation of government sponsored cargo. There are no other concentrations of receivables from customers or geographic regions that exceed 10% of stockholders' investment at December 31, 1993 or 1992. During 1993 the Company entered into interest rate conversion agreements with two commercial banks. The floating rate payor is the Company, and the commercial banks are the fixed rate payors. The floating rate and fixed rates at December 31, 1993 were 3.5% and 4.72%, respectively. The contract amounts totaled $100,000,000 at December 31, 1993 and will expire in August 1996. The Company recognized $ 475,000 of interest income associated with these agreements during 1993. Income Taxes ____________ Deferred income taxes are provided on items of income and expense which affect taxable income in one period and financial income in another. Certain foreign operations are not subject to income taxation under pertinent provisions of the laws of the country of incorporation or operation. However, pursuant to existing U.S. Tax Laws, earnings from certain foreign operations are subject to U.S. income taxes (See Note D). Foreign Currency Translation ________________________ All exchange adjustments are charged or credited to income in the year incurred. Exchange losses of $359,000, $35,000, and $466,000 were recognized for the years ended December 31, 1993, 1992 and 1991, respectively. Dividend Policy _____________ The Board of Directors declared and paid dividends of $.05 per share for each quarter in 1993, 1992 and 1991. Subsequent to year end a dividend of $.05 per common share was declared to be paid in the first quarter of 1994. The payment of dividends is subject to restrictions set forth in certain of the Company's debt instruments. The Company paid dividends on its common stock in the amount of $1,027,000 in 1993 and $984,000 during both 1992 and 1991. Such amounts did not exceed restrictions set forth in these agreements or its other debt instruments. Net Income per Common Share ___________________________ Primary earnings per common share are based on the weighted average number of shares outstanding during the period after consideration of the dilutive effect of stock warrants based on the average market price of common stock for the period. The primary weighted average number of common shares outstanding were 5,220,207, 5,138,866, and 5,125,546 for the years ended December 31, 1993, 1992 and 1991, respectively. 11 Operating Differential Subsidy Agreements ____________________________________ The Company operates a fleet of four U.S. Flag vessels under an operating differential subsidy ("ODS") agreement with the U.S. Maritime Administration ("MarAd"), an agency of the Department of Transportation ("DOT") under Title VI of the Merchant Marine Act of 1936, as amended. Under this agreement, MarAd agrees to pay the excess of certain vessel expenses over comparable vessel expenses of principal foreign competitors in each respective trade route through the scheduled termination date of December 31, 1996. These vessels are employed in a liner service between ports on the U.S. Gulf/U.S. Atlantic Coast and South Asia (Trade Routes 18 and 17). Traffic accounts receivable include $3,486,000 and $3,424,000 due from MarAd under these ODS agreements at December 31, 1993 and 1992, respectively. Subsidy billings are based on rates furnished by MarAd. Self-Retention Insurance ____________________ Effective December 1, 1993, the Company became self-insured for most Personal Injury and Cargo claims under $ 1,000,000: and for Hull claims under $ 2,500,000. The Company maintains insurance for claims over the above amounts and maintains Stop Loss insurance to cover claims below $ 1,000,000 and $ 2,500,000. Under the Stop Loss insurance, the Company is responsible for all claims under $ 1,000,000 and $ 2,500,000 until the total amount of claims between primary deductibles and the above amounts reach $ 10,000,000 in the aggregate per year. Primary deductibles are $25,000 for Hull, Personal Injury and Cargo, and $1,000 for LASH barges. After the Company has retained $10,000,000 in the aggregate, all additional claims are recoverable from underwriters. From February 20, 1992 until December 1, 1993, the Company was self-insured for most personal injury and cargo claims under $250,000. Provisions for losses are recorded based on the Company's estimate of the eventual settlement costs. NOTE B - LONG-TERM DEBT (All Amounts in Thousands) December 31, Balance at December 31, Description 1993 1992 Due 1993 1992 ___________ ____ ____ ___ ____ ____ Unsecured Senior Notes - Fixed Rate 9.00% -- 2003 $100,000 -- Unsecured Subordinated Debt - Fixed Rate -- 14.00% 1997 -- $ 15,500 Fixed Rate Notes Payable 8.25-10.50% 8.25-10.50% 1999-2002 82,374 80,915 Variable Rate Notes Payable 4.4946-7.57% 4.41-10.0% 1994-1998 42,739 108,113 U.S. Government Guaranteed Ship Financing Notes and Bonds - Fixed Rate 6.58-7.50% 6.58-9.15% 2000 13,878 34,205 ________ ________ 238,991 238,733 Less Current Maturities (25,879) (39,865) ________ ________ $213,112 $198,868 ======== ======== The aggregate principal payments required for each of the next five years are $25,879,000 in 1994, $23,545,000 in 1995, $33,199,000 in 1996, $18,537,000 in 1997, and $17,056,000 in 1998. Certain of the vessels and barges owned by the Company are mortgaged under debt agreements. Additional collateral includes a security interest in certain operating contracts and receivables. Most of these agreements, among other things, impose minimum working capital and net worth requirements, as defined, impose restrictions on the payment of dividends (see Note A), and prohibit the Company from incurring, without prior written consent, additional debt or lease obligations, except as defined. The Company has consistently met the minimum working capital and net worth requirements during the periods covered by the agreements and is in compliance with these requirements as of December 31, 1993. Under the most restrictive of its credit agreements, the Company cannot declare or pay dividends unless (1) the total of (a) all dividends paid, distributions on or other payments made with respect to the Company's capital stock during the period beginning October 1, 1989 and ending on the date of dividend declaration or other payment and (b) all investments other than Qualified Investments (as defined) of the Company and certain designated subsidiaries will not exceed the sum of $3,000,000 plus 50% (or, in case of a loss, minus 100%) of the Company's consolidated net income during the period described above plus the net cash proceeds received from the issuance of common stock by the Company during the above period, and (2) no default or event of default has occurred. Certain loan agreements also restrict the ability of the Company's subsidiaries to make dividend payments, loans or advances, the most restrictive of which contain covenants that restrict payments of dividends, loans or advances to the Company from Central Gulf Lines, Inc. and Waterman Steamship Corporation unless certain financial ratios are maintained. As long as those ratios are maintained, there is no restriction on loans or advances to the Company from those two subsidiaries; however, dividends generally are restricted to 40% of the most recent four quarters' net income. Further, Sulphur Carriers, Inc. is prohibited under a credit agreement from making any loans or advances to ISC. The amounts of restricted assets for unconsolidated and consolidated subsidiaries as of December 31, were as follows: (In Thousands) 1993 1992 __________ _________ Central Gulf Lines, Inc. $ 49,701 $ 52,770 Waterman Steamship Corporation 53,345 53,140 New Combo, Inc. 313 839 Allied Ocean Carriers, Inc. 837 570 Sulphur Carriers, Inc. 5,965 287 _________ _________ Total restricted net assets $ 110,161 $ 107,606 ========= ========= 12 On July 9, 1993 the Company issued $100 million of 9% Unsecured Senior Subordinated Notes due 2003. The proceeds of this financing have been used to redeem $12.4 million of 14% senior subordinated notes, redeem $13.8 million of outstanding preferred stock, and repay $46.5 million of floating rate bank debt under which certain vessels and barges were previously mortgaged. Additionally, $6.6 million has been used to pay accrued interest and transaction expenses including prepayment penalties. The transaction expenses were capitalized and are being written off over the life of the loan and prepayment penalties have been recorded as an extraordinary loss due to the early extinguishment of debt and totaled $1.716 million, $0.33 per share, net of a tax benefit of $0.924 million. The balance of proceeds received from the notes issued will be used to finance a portion of the new molten sulphur carrier and other potential investments. The Company has available three lines of credit totaling $15,000,000 none of which were drawn at December 31, 1993. These lines of credit are used to meet short-term requirements when fluctuations occur in working capital. The Company is required to maintain a $375,000 compensating balance for one of the lines of credit. This balance is included in Cash and Cash Equivalents. Under certain of the above described loan agreements, deposits are made into bank retention accounts to meet the requirements of the applicable agreements. At December 31, 1993 and 1992 these escrowed amounts, which are included in Cash and Cash Equivalents, totaled $5,773,000 and $4,612,000, respectively. NOTE C - PENSION PLAN AND POSTRETIREMENT BENEFITS The Company's retirement plan covers all full-time employees of domestic subsidiaries who are not otherwise covered under union-sponsored plans. The benefits are based on years of service and the employee's compensation during the last five years of employment. The Company's funding policy is based on minimum contributions required under ERISA as determined through an actuarial computation. Plan assets consist primarily of investments in certain bank common trust funds of trust quality assets and money market holdings. The following table sets forth the plan's funded status and pension costs recognized by the Company at December 31, 1993 and 1992. Actuarial Present Value of Benefit Obligations: December 31, December 31, 1993 1992 (All Amounts in Thousands) ___________ _____________ Vested Benefit Obligation $ 7,914 $ 7,199 ======= ======= Accumulated Benefit Obligation $ 8,060 $ 7,297 ======= ======= Projected Benefit Obligation $(9,320) $(8,232) Plan Assets at Fair Value 10,125 8,760 _______ _______ Projected Benefit Obligation Less Than Plan Assets $ 805 $ 528 Unrecognized Net Gain (877) (921) Prior Service Cost Not Yet Recognized in Net Periodic Pension Cost 106 123 Unrecognized Net Obligation Being Recognized Over 15 Years 520 594 _______ _______ Accrued Pension Asset $ 554 $ 324 ======= ======= Net Periodic Pension Cost: 1993 1992 1991 ____ ____ ____ Service Cost $ 396 $ 387 $ 384 Interest Cost on Projected Benefit Obligation 630 589 538 Actual Return on Plan Assets (1,033) (293) (1,460) Net Amortization and Deferral 343 (362) 1,024 ______ ______ ______ Net Periodic Pension Cost $ 336 $ 321 $ 486 ====== ====== ====== Actuarial assumptions used to develop the components of pension expense for the years ended December 31, 1993, 1992 and 1991 were as follows: 1993 1992 1991 ____ ____ ____ Discount Rate 7.5% 8.0% 8.0% Rate of Increase in Future Compensation Levels 6.0% 6.0% 6.0% Expected Long-term Rate of Return on Assets 8.5% 8.5% 8.5% Crew members on the Company's U.S. flag vessels belong to union-sponsored pension plans. The Company contributed approximately $2,495,000, $2,248,000 and $2,021,000 to these plans for the years ended December 31, 1993, 1992 and 1991, respectively. These contributions are in accordance with provisions of negotiated labor contracts and generally are based on the amount of straight pay received by the union members. Information from the plans' administrators is not available to permit the Company to determine whether there may be unfunded vested benefits. In December 1990, the Financial Accounting Standards Board issued Statement No. 106, "Employers' Accounting for Postretirement Benefits Other Than Pensions". This new standard requires that the expected cost of these benefits must be charged to expense during the years that the employees render service and must be adopted for fiscal years beginning after December 15, 1992. The Company elected early implementation effective January 1, 1992 which has resulted in a cumulative adjustment for years prior to 1992 of $4,875,000 (with a tax benefit of $1,657,000) and has been reported as a cumulative effect of a change in accounting principle in 1992. This negative impact of $3,218,000 on 1992 reported financial position and results of operations resulted from the significant change in the Company's previous policy of recognizing these benefit costs on a cash basis rather than when service is rendered. The change to the new accounting standard resulted in a reported annual expense amount of $455,000 and $438,000 for 1993 and 1992, respectively. On a cash basis, annual expenses related to the above benefits approximated $458,000 in 1991. 13 The Company's postretirement benefit plans currently provide medical, dental and life insurance benefits to eligible retired employees and their eligible dependents. The following table sets forth the plans' combined funded status reconciled with the amount included in the Company's balance sheet classification Reserves and Deferred Credits at December 31, 1993 and 1992 (All Amounts in Thousands): Accumulated Postretirement Benefit Obligation: 1993 1992 ____ ____ Retirees $(3,626) $(3,241) Fully eligible active plan participants (1,406) (1,455) Other active plan participants (1,467) (400) _________ _________ (6,499) (5,096) Plan Assets at Fair Value -- -- ________ _________ Accumulated Postretirement Benefit Obligation in Excess of Plan Assets (6,499) (5,096) Prior Service Cost not yet recognized in expense 1,250 -- Unrecognized Transition Obligation -- -- _______ _______ Accrued Postretirement Benefit Cost in the Balance Sheet $(5,249) $(5,096) ======== ======== Net post retirement benefit cost includes the following components: 1993 1992 ____ ____ Service Cost $ 10 $ 9 Interest Cost on Accumulated Postretirement Benefit Obligation 445 429 Return on Assets -- -- Net Amortization -- -- ______ _____ Net Postretirement Benefit Cost $ 455 $ 438 ====== ====== The accumulated postretirement benefit obligation was computed using an assumed discount rate of 7.5%. The health care cost trend rate was assumed to be 14% for years 1993 through 1995, then the trend rate was assumed to decline by 3.0% every three years until the year 2002 at which time the rate remains 5.0%. The dental care cost trend rate was assumed to be 8.0% for years 1993 through 1995, then the trend rate was assumed to decline by 1.0% every 3 years until the year 2002 at which time the rate remains 5.0%. If the health and dental care cost trend rate were increased one percent for all future years, the accumulated postretirement benefit obligation as of December 31, 1993 would have increased approximately $717,000 or 11%. The effect of this change on the aggregate of service and interest cost for 1993 would have been an increase of approximately $32,000 or 7%. The Company continues to evaluate ways in which it can better manage these benefits and control the costs. Any changes in the plan or revisions to assumptions that affect the amount of expected future benefits may have a significant effect on the amount of the reported obligation and annual expense. In November 1992, the Financial Accounting Standards Board issued Statement 112, "Employers' Accounting for Postretirement Benefits", which requires adoption for fiscal years beginning after December 15, 1993. The new standard requires an obligation to be recorded if the following four conditions are met: (1) the obligation is attributable to employees' services already rendered, (2) employees' rights to those benefits accumulate or vest, (3) payment of the benefit is probable and (4) the amount of the benefit can be reasonably estimated. This is a change from the Company's current policy of recognizing these costs on a cash basis. Adoption is not anticipated to have a material impact on the Company's financial position or results of operations. NOTE D - INCOME TAXES The Federal income tax returns of the Company are filed on a consolidated basis and include the results of operations of its wholly-owned U.S. subsidiaries. Pursuant to the Tax Reform Act of 1986, the earnings of foreign subsidiaries ($11,904 in 1993, $43,425 in 1992 and $4,249,840 in 1991) are also included. Prior to 1987, deferred income taxes were not provided on undistributed foreign earnings of $6,689,245, all of which are expected to remain invested indefinitely. In accordance with the Tax Reform Act of 1986, commencing in 1987 earnings generated from profitable controlled foreign subsidiaries are subject to Federal income taxes. In February 1992, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes", which superseded accounting standards for income taxes which the Company adopted in 1988. The Company adopted Statement No. 109 effective January 1, 1993 and adoption had no impact on the Company's financial position or results of operations. Components of the net deferred tax liability/(asset) are as follows: December 31, December 31, 1993 1992 ____________ ____________ (All Amounts in Thousands) Gross Liabilities: Fixed Assets $33,102 $32,630 Deferred Charges 9,465 6,880 Unterminated voyage revenue/expense 2,603 2,639 Intangible Assets 9,373 9,977 Other liabilities 2,274 1,001 Gross Assets: Insurance and claims reserve (4,876) (6,240) Net operating loss carryforward/ unutilized deficit (9,509) (12,540) Valuation Allowance 879 879 Other assets (9,653) (8,934) ________ _________ Total deferred tax liability, net $33,658 $26,292 ======= ======= Deferred tax liability increased during 1993 due to the recognition of the deferred federal income tax expense of $5,851,000. In addition the Company reclassified a deferred tax liability of $1,890,000 from Investments in and Advances to Unconsolidated Entities upon the sale of an 18.5% interest in A/S Havtor as further discussed in Note K. A deferred tax asset of $375,000 was included in the assets acquired from LITCO as further discussed in Note K. 14 The following is a reconciliation of the U. S. statutory tax rate to the Company's effective tax rate for the years ended December 31, 1993, 1992 and 1991: Year Ended December 31, _________________________ 1993 1992 1991 ____ ____ ____ Statutory Rate 35.0% 34.0% 34.0% State Income Taxes 3.3% 1.2% 1.9% Goodwill Amortization -- 1.8% .6% Investment Tax Credit Amortization -- -- (.9%) (Income) Loss of Unconsolidated Entities 5.1% 3.0% (7.7%) Gain on Sale of Vessel -- -- (2.0%) Tax Rate Adjustment 5.2% -- -- Other (.6%) 1.1% (.4%) ----- ----- ----- 48.0% 41.1% 25.5% ===== ===== ===== The Company has available at December 31, 1993, unused operating loss carryforwards of $ 21.2 million and unused foreign deficits of $5.9 million. The operating loss carryforwards will expire in 2001. On August 10, 1993, the Revenue Reconciliation Bill of 1993 was signed by the President providing for an effective tax rate of 35%. The effect of this increase from 34% to 35% was to increase the deferred tax liability by $764,000 for periods prior to January 1, 1993. This increase was recorded as an increase to the Provision for Income Taxes for 1993 as well as an increase to the Deferred Income Taxes shown on the Balance Sheet. NOTE E - TRANSACTIONS WITH RELATED PARTIES The Company was a party to agreements with certain corporations controlled by members of the Company's management to charter 39 river barges owned by such corporations for use in the Company's domestic and international operations. The Company paid $440,000 for the period ended April 30, 1993 and $1,342,000 and $1,338,000 for the years ended 1992 and 1991 in barge rentals under the agreements. The Company purchased these barges for $1.6 million in the aggregate in May of 1993. During 1991, the Company paid a barge operating company approximately $767,000 to supervise its Mississippi River towing operation in connection with its coal transportation contract. A member of the Company's management was a director of this corporation through July, 1991. During 1990, the Company sold one if its subsidiaries to a former employee at a sales price of $500,000. Collections on this receivable were $101,000, $92,000 and $83,000 in 1993, 1992 and 1991, respectively. At the end of 1993, the Company sold another subsidiary to the same party for a sales price of $692,000. The total receivable due from this related party at December 31, 1993 was $965,000 and is to be received over a 10 year period with an interest rate of 6% for the first five years and LIBOR plus 2% thereafter. During 1992, the Company sold one of its subsidiaries to a former employee at a sales price of $250,000. No material gain or loss was recognized on this transaction. Since the Company's inception, the legal firm of Jones, Walker, Waechter, Poitevent, Carrere and Denegre has been utilized for various legal services. During 1992, a son of the President of the Company became a partner of the firm. The Company made payments to the firm totaling approximately $1,781,000 and $1,851,000 for the years ending 1993 and 1992, respectively. Combined amounts due to related parties associated with the above listed transactions were $43,000 at December 31, 1993 and were included in Accounts Payable and Accrued Liabilities. No amounts were due at December 31, 1992. Combined amounts due from related parties associated with the above listed transactions were $ 965,000 and $305,000 at December 31, 1993 and 1992, respectively and were included in Due From Related Parties. The total amount in Due From Related Parties also includes a receivable in the amount of $4,780,000, net of an allowance of $1,385,000 as further discussed in Note K. NOTE F - COMMITMENTS AND CONTINGENCIES The Company has entered into a long-term transportation contract with a natural resources company for which it is having built a 24,000 Deadweight Ton Molten Sulphur Carrier vessel which will be employed to carry molten sulphur from Louisiana to Florida. The vessel, now known as Hull 294, is now under construction in a shipyard in Louisiana and is expected to deliver in late summer 1994 at which time it will begin service under the aforementioned transportation contract. The Company has received interim financing commitments of up to $43,000,000 from U.S. banks to fund approximately 75% of the total construction cost of the vessel. At December 31, 1993 the Company had received $8,662,000 of interim financing on this commitment which represented 75% of the construction costs incurred to date. As of December 31, 1993, 17 of the 24 ocean-going vessels that the Company owns or operates were under various contracts extending beyond 1993 and expiring at various dates through 2010. Certain of these agreements also contain options to extend the contracts beyond their minimum terms. The Company acts as a 10% guarantor for repayment of funds borrowed by a limited partnership in which the Company holds a 10% interest as further discussed in Note K. The Company's share of the guarantee is approximately $3,500,000. The Company also maintains a $600,000 line of credit to cover standby letters of credit for membership in various shipping conferences. The Company has an agreement with the Seamen's Church Institute of New York and New Jersey to aid in paying the cost of a new building. The Company is committed to contribute annual installments of $60,000 through 1995. 15 NOTE G - LEASES In 1988, the Company entered into direct financing leases of two foreign flag pure car carriers expiring in the year 2000. The schedule of future minimum rentals to be received under these direct financing leases in effect at December 31, 1993 is as follows: Receivables Under (All Amounts in Thousands) Financing Leases -------------------- Year Ended December 31, 1994 $ 6,024 1995 5,668 1996 5,328 1997 4,972 1998 4,621 Thereafter 5,579 ------ Total Minimum Lease Payments Receivable 32,192 Estimated Residual Values of Leased Properties 18,000 Less Unearned Income (19,160) ------- Total Net Investment in Direct Financing Leases 31,032 Current Portion (2,257) ------- Long-term Net Investment in Direct Financing Leases at December 31, 1993 $ 28,775 ======== The Company is also a party to a capital lease agreement for two LASH vessels. The term of the lease is twenty years. Upon expiration of the lease in the Fourth Quarter of 1994, the Company has a right of first refusal to purchase these leased capital assets at their fair market value. The Company entered into sale-leaseback agreements in 1991 and 1992 for a group of the Company's LASH barges. These leases meet the required criteria for a capital lease and are accounted for as such. The terms of the leases are 12 years. The aforementioned capital leases are included in Vessels, Property and Other Equipment as follows: (All Amounts in Thousands) 1993 1992 ______ ______ Vessels and LASH barges $ 45,779 $ 45,779 Less Accumulated Depreciation 17,341 12,319 ________ ________ Total $ 28,438 $ 33,460 ======== ======== The following is a schedule, by year, of future minimum lease payments under capital leases, together with the present value of the minimum payments as of December 31, 1993: Payments Under (All Amounts in Thousands) Capital Leases Year Ended December 31, ______________ 1994 $ 12,390 1995 3,705 1996 3,705 1997 4,061 1998 4,450 Thereafter 19,687 _________ $ 47,998 Less - Amount Representing Interest (15,978) _________ Present Value of Future Minimum Payments (Based on a Weighted Average of 10.0%) $ 32,020 ========= The following is a schedule, by year, of future minimum payments required under operating leases that have initial or remaining non-cancellable terms in excess of one year as of December 31, 1993: Payments Under (All Amounts in Thousands) Operating Leases Year Ended December 31, ________________ 1994 $ 2,503 1995 2,173 1996 2,034 1997 2,000 1998 1,382 Thereafter 2,316 ________ Total Future Minimum Payments $12,408 ======== NOTE H - DEFERRED CHARGES The Company defers certain costs related to the acquisition of vessel operating contracts, the cost of placing vessels in service, and the drydocking of vessels. The costs of acquiring vessel operating contracts and vessel prepositioning are amortized over the applicable contract periods. Deferred drydocking costs are amortized over the period between drydockings (generally two to five years). Financing charges are amortized over the life of the applicable debt involved. Deferred costs are comprised of the following: Year Ended December 31, (All Amounts in Thousands) 1993 1992 ______ _______ Drydocking $32,722 $27,357 Prepositioning 832 2,168 Financing Charges and Other 8,438 6,699 _______ _______ $41,992 $36,224 ======= ======= The Company amortizes acquired contract cost over the contracts' useful lives using the straight-line method of amortization. The acquired contract cost represents the portion of the purchase price paid for Waterman Steamship Corporation applicable primarily to that company's maritime prepositioning ship contracts and operating differential subsidy agreements. These costs are being amortized over useful lives ranging from seven to 21 years from the acquisition date. 16 NOTE I - SIGNIFICANT OPERATIONS The Company has several medium to long-term contracts regarding the operations of various vessels (See Note F), from which revenues represent a significant amount of the Company's total revenue. Revenues from the contracts with the United States Military Sealift Command were $82,239,000, $68,222,000, and $65,607,000 for the years ended December 31, 1993, 1992 and 1991, respectively. Additionally, the Company operates four U.S. Flag LASH vessels on subsidized liner service between the U.S. Gulf and South Asia (Trade Routes 18 and 17). Revenues, including ODS, from this operation were $143,811,000, $140,671,000 and $145,865,000 for the years ended December 31, 1993, 1992 and 1991, respectively. NOTE J - REDEEMABLE PREFERRED STOCK In 1987 and 1989, the Company issued 85,000 and 25,000 shares, respectively, of cumulative redeemable preferred stock, together with warrants to purchase shares of common stock. The coupon rate and warrants were adjustable under certain conditions. As of 1993, the coupon rate on the preferred stock ranged from 8.822% to 10.898%, and the number of shares of common stock purchasable under the warrants totaled 427,500. During 1993, the Company redeemed the remaining preferred stock outstanding of $13.750 million at a total redemption cost including accrued interest and prepayment penalties of $14.178 million. The warrant holders exercised their rights under the warrants to purchase the 427,500 shares of common stock at an exercise price of $10.12 per share. NOTE K - UNCONSOLIDATED ENTITIES At December 31, 1992, the Company held a one-third interest in A/S Havtor, a Norwegian company that manages and charters-out vessels specializing in the transportation of liquid petroleum gas and various chemical products. During the first quarter of 1993, the Company sold an 18.5% direct interest in A/S Havtor for a sales price of approximately $7,557,000 of which $2,777,000 was received in cash and $4,780,000 was received in the form of a promissory note. The transaction reduced the Company's direct interest in A/S Havtor to 14.8% and resulted in an after tax gain of approximately $900,000. Payment of principal and interest on the note receivable is due upon maturity in mid-1996. The note is included in Due From Related Parties, net of an allowance for doubtful accounts equal to the after tax gain of $ 900,000, which will have the effect of deferring recognition of the gain until receipt of the proceeds from the promissory note. Since the Company is no longer represented on the board of directors of A/S Havtor or A/S Havtor Management, has no substantive control or input regarding their operations and its direct and indirect ownership in both is now below 20%, the investments have been accounted for since April 1, 1993 under the cost method of accounting, which permits recognition of income only upon distribution of dividends or sale of interest. The Company's investment in A/S Havtor approximated $3,400,000 and $8,700,000 at December 31, 1993 and 1992, respectively. Undistributed earnings for the investment included in the Company's retained earnings at December 31, 1993 and 1992 were $2,468,000 and $7,100,000, respectively. No dividends were received in 1993, 1992 or 1991. The Company also has a 14% equity interest in A/S Havtor Management, a Norwegian ship management company affiliated with A/S Havtor. The Company's investment in A/S Havtor Management approximated $3,200,000 and $3,800,000 at December 31, 1993 and 1992, respectively. Undistributed earnings from the investment included in the Company's retained earnings at December 31, 1993 and 1992 were $3,000,000 and $3,500,000, respectively. No dividends were received in the years 1993, 1992 or 1991. Following is a summary of combined financial data of A/S Havtor and A/S Havtor Management for the periods indicated: September 30, 1992 1991 ______ ______ (Audited) (All Amounts in Thousands) Current Assets $ 32,444 $ 27,825 Non-current Assets 62,013 78,314 -------- -------- Total Assets $ 94,457 $106,139 ======== ======== Current Liabilities $ 1,750 $ 5,292 Non-current Liabilities 20,062 23,345 Equity 72,645 77,502 -------- -------- Total Liabilities and Shareholder's Equity $ 94,457 $106,139 ======== ======== Twelve Months Ended September 30, 1992 1991 ____ ____ (Audited) Gross Revenues/Equity in Earnings (Losses) of Investees $(4,215) $42,476 ======== ======= Gross Profit (Loss) $(7,266) $39,751 ======== ======= Net Income (Loss) $(5,487) $20,031 ======== ======= At December 31, 1992, the Company held a 39% equity interest in a foreign entity, Bulkowner's 1984, which was formed to construct and own two newly-built combination dry cargo/ petroleum products PROBO vessels which delivered in 1989. In January 1991, the Company sold 4% of its interest in Bulkowner's 1984 to A/S Havtor and 7% of its interest in Bulkowner's 1984 to A/S Havtor Management for a sales price of approximately $7,100,000. The transaction resulted in a gain before taxes of $1,200,000 and net cash flow before income taxes of $3,500,000. During the first quarter of 1993, the Company reacquired this 11% interest in Bulkowner's 1984. This additional interest was acquired for approximately $6,359,000 of which $3,463,000 was a cash payment and $2,896,000 was paid through cancellation of notes receivable due from the sellers that previously had been delivered to the Company as partial consideration for the 1991 sale of the 4% and 7% interests in Bulkowner's 1984 described above. The acquisition increased the Company's interest to 50%. The Company's investment in ($9.6 million) and advances to ($13.0 million) Bulkowner's 1984 approximated $22,600,000 at December 31, 1993. 17 Following is a summary of unaudited financial data of Bulkowner's 1984: October 31, 1993 1992 ________ ________ (All Amounts in Thousands) Current Assets $23,048 $22,326 Non-current Assets 45,497 48,422 ______ _______ Total Assets $68,545 $70,748 ======= ======= Current Liabilities $ 2,785 $14,761 Non-current Liabilities 59,226 47,053 Equity 6,534 8,934 ------- ------- Total Liabilities and Shareholder's Equity $68,545 $70,748 ======= ======= Twelve Months Ended October 31, 1993 1992 1991 _________ _________ _________ Gross Revenues $8,809 $8,252 $11,132 ======= ======== ======== Gross Profit $3,919 $2,792 $6,571 ======== ======== ======== Net Income $1,126 $ 33 $1,975 ======== ======== ======== During 1990, the Company agreed to participate in a limited partnership (10% interest) with certain Norwegian interests to construct and own a Liquified Petroleum Gas (LPG) carrier which was delivered in April 1993. The Company has contributed $ 2,092,000 in equity funds as of December 31, 1993. The Company is also acting as a 10% guarantor for repayment of funds borrowed to construct the LPG carrier. The Company's share of the guarantee is approximately $ 3,500,000. The Company has a 50% interest in a foreign entity, Marco Shipping Company, (PTE.), Ltd. ("Marco"), which acts in an agent capacity on behalf of the Company. The Company's investment in Marco at December 31, 1993 approximated $170,000. During 1993, the Company purchased the remaining 50% interest in a LASH barge intermodal company ("LITCO") for $1.9 million. The acquisition has been accounted for as a purchase and the results of LITCO have been included in the accompanying consolidated financial statements since the date of acquisition. The cost of the acquisition has been allocated on the basis of the estimated fair market value of the assets acquired and the liabilities assumed. This allocation resulted in goodwill of approximately $324,000 which is being amortized over 10 years. Income of foreign unconsolidated entities is recorded net of applicable taxes of approximately $2,586,000 in 1991. In 1992 and 1993, a loss from unconsolidated entities is recorded net of applicable tax benefits of approximately $701,000 and $1,405,000, respectively. Investments in and advances to unconsolidated entities is shown net of deferred taxes of $4,538,000 and $8,142,000 at December 31, 1993 and 1992, respectively. NOTE L - CASH FLOW INFORMATION Year Ended December 31, (All Amounts in Thousands) 1993 1992 1991 ____ ____ ____ Non-Cash Investing and Financing Activities: Accounts Payable to be Refinanced $ 340 $ 6,344 $33,372 Owner Financed Vessel and Deferred Charge Acquisition -- -- 574 Cash Payments: Interest Paid Net of Capitalized Interest 20,510 20,005 22,527 Taxes Paid 3,087 4,596 8,590 As discussed in Note K, during 1993 the Company reacquired an 11% interest in a foreign entity, Bulkowner's 1984. Notes receivable from the sellers in the amount of $2,896,000 were canceled as a part of the purchase price. The Company also sold an interest in A/S Havtor in 1993 for $7,557,000 of which $2,777,000 was received in cash and $4,780,000 in the form of a promissory note which is included in Other Assets: Due from Related Parties. For purposes of the accompanying statement of cash flows, the Company considers highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents. NOTE M - FAIR VALUE OF FINANCIAL INSTRUMENTS In December 1991, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 107, "Disclosures About Fair Value of Financial Instruments", which is effective for financial statements issued for fiscal years ending after December 15, 1992. This statement requires all entities to disclose the fair value of certain financial instruments, both assets and liabilities recognized and not recognized in the statement of financial position, for which it is practicable to estimate fair value. The following methods and assumptions were used to estimate the fair value of each class of financial instruments for which it is practicable to estimate that value: Debt ____ The fair value of the Company's debt is estimated based on the current rates offered to the Company. At December 31, 1993 the estimated fair value of the Company's outstanding debt is $242,416,000 as compared to a carrying value of $238,991,000. At December 31, 1992 the estimated fair value of the Company's outstanding debt was $241,661,000 as compared to a carrying value of $238,733,000. Interest Rate Swap Agreement __________________________ The fair value of interest rate swaps is the estimated amount that the Bank would receive or pay to terminate the swap agreements at the reporting date, taking into account current market conditions and interest rates. At December 31, 1993 the carrying value of the net unrealized gains approximated $598,000 as compared to a fair value of $633,000. FASB 107 does not require disclosure of the fair value of all balance sheet classifications including, but not limited to certain vessels, property, plant and equipment, direct financing leases or intangible assets which may have a fair value in excess of historical cost. Therefore, this statement does not purport to represent the fair value of the Company. 19 NOTE N - ACCOUNTS PAYABLE AND ACCRUED LIABILITIES Detailed below are the components of the Balance Sheet classification Accounts Payable and Accrued Liabilities for the periods indicated. 1993 1992 (All Amounts in Thousands) ______ ______ Trade Accounts Payable $ 5,572 $ 4,894 Accrued Salaries and Benefits 1,678 303 Accrued Voyage Expenses 34,492 28,711 Accrued Interest 7,705 5,340 Taxes Payable -- (295) _______ _______ $49,447 $38,953 ======= ======= NOTE O - QUARTERLY FINANCIAL INFORMATION - (Unaudited) Quarter Ended March 31 June 30 Sept. 30 Dec. 31 ________ _______ ________ _______ (All amounts in thousands except per share data) 1993 Revenue $83,997 $89,843 $82,214 $85,597 Expense 68,266 72,623 66,876 69,568 Gross Voyage Profit 15,731 17,220 15,338 16,029 Income Before Extraordinary Item 1,056 3,184 1,465 1,940 Extraordinary Item -- (1,703) 110 (123) Net Income 1,056 1,481 1,575 1,817 Earnings per Common and Common Equivalent Share: Primary: Income Before Extraordinary Item 0.12 0.54 0.24 0.36 Extraordinary Item -- (0.33) 0.02 (0.02) Net Income 0.12 0.21 0.26 0.34 1992 Revenue $76,627 $81,694 $82,395 $83,892 Expense 62,239 66,829 69,456 68,503 Gross Voyage Profit 14,388 14,865 12,939 15,389 Income Before Cumulative Effect of Accounting Change 2,282 1,901 1,919 397 Cumulative Effect of Accounting Change (3,218) -- -- -- Net Income (936) 1,901 1,919 397 Earnings per Common and Common Equivalent Share: Primary: Income Before Cumulative Effect of Accounting Change 0.37 0.29 0.30 0.00 Cumulative Effect of Accounting Change (0.63) -- -- -- Net Income (0.26) 0.29 0.30 0.00 1991 Revenue $89,372 $82,383 $79,532 $77,142 Expense 72,004 66,108 66,277 62,737 Gross Voyage Profit 17,368 16,275 13,255 14,405 Net Income 4,713 3,573 3,422 3,525 Earnings per Common and Common Equivalent Share: Primary: Net Income 0.85 0.62 0.59 0.61 [FN] First quarter of 1992 amounts have been restated to reflect the cumulative effect of an accounting change. COMMON STOCK PRICES AND DIVIDENDS FOR EACH QUARTERLY PERIOD OF 1992 AND 1993 (Source: New York Stock Exchange) Cash Dividends 1992 High Low Paid - ------- ------- ------ --------------- 1st Quarter 24 3/4 21 1/4 .05/Share 2nd Quarter 24 7/8 20 7/8 .05/Share 3rd Quarter 21 7/8 18 .05/Share 4th Quarter 19 7/8 16 1/2 .05/Share Cash Dividends 1993 High Low Paid - ------ ____ ____ _________ 1st Quarter 21 1/2 18 1/8 .05/Share 2nd Quarter 23 7/8 20 7/8 .05/Share 3rd Quarter 23 1/4 19 3/8 .05/Share 4th Quarter 22 5/8 18 1/2 .05/Share Approximate Number of Common Stockholders of Record at March 1, 1994 - 994 20 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To The Stockholders of International Shipholding Corporation: We have audited the accompanying consolidated balance sheets of International Shipholding Corporation (a Delaware corporation) and subsidiaries (the Company) as of December 31, 1993 and 1992, and the related consolidated statements of income, changes in stockholders' investment and cash flows for each of the three years in the period ended December 31, 1993. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We did not audit the financial statements of A/S Havtor and subsidiaries and A/S Havtor Management and subsidiaries ("Havtor"), the investment in which is reflected in the accompanying financial statements using the equity method of accounting through March 31, 1993 (see Note K). The combined investment in Havtor represents 2.4% of consolidated total assets as of December 31, 1992, and the equity in the combined Havtor net income (loss) represents (18.9%) and 30.3% of the Company's consolidated income before extraordinary loss and cumulative effect of accounting change, for the years ended December 31, 1992 and 1991, respectively. The statements of Havtor for 1992 and 1991 were audited by other auditors whose report has been furnished to us and our opinion, insofar as it relates to the amounts included for Havtor, is based solely on the report of the other auditors. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, based on our audits and the report of the other auditors for 1992 and 1991, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of International Shipholding Corporation and subsidiaries as of December 31, 1993 and 1992, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 1993 in conformity with generally accepted accounting principles. As discussed in Note C to the financial statements, the Company changed its method of accounting for postretirement benefits in 1992 to comply with provisions of Statement No. 106 of the Financial Accounting Standards Board. Arthur Andersen & Co. New Orleans, Louisiana January 18, 1994