<PAGE 1>
INTERNATIONAL SHIPHOLDING CORPORATION AND SUBSIDIARIES
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1996
------------------
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 Number)
incorporation or organization)
650 Poydras Street New Orleans, Louisiana 70130
- ----------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(504) 529-5461
----------------------------------------------------
(Registrant's telephone number, including area code)
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 for the past 90 days. YES X NO
Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest practicable date.
Common Stock $1 Par Value 6,682,887 shares (September 30, 1996)
----------------
<PAGE 2>
Part I - Financial Information
INTERNATIONAL SHIPHOLDING CORPORATION
CONSOLIDATED BALANCE SHEETS
(All Amounts in Thousands)
(Unaudited)
September 30, December 31,
ASSETS 1996 1995
------------ -----------
Current Assets:
Cash and Cash Equivalents $ 42,701 $ 54,281
Marketable Securities 2,718 4,630
Accounts Receivable, Net 49,877 46,834
Federal Income Taxes Receivable 1,190 -
Deferred Income Taxes 298 -
Net Investment in Direct Financing Leases 2,041 2,104
Other Current Assets 5,110 3,521
Material and Supplies Inventory, At Cost 11,052 10,545
------------ -----------
Total Current Assets 114,987 121,915
------------ -----------
Net Investment in Direct Financing Leases 22,964 24,482
------------ -----------
Vessels, Property and Other Equipment, At Cost:
Vessels and Barges 663,821 634,905
Other Marine Equipment 7,499 7,570
Terminal Facilities 18,440 18,126
Land 2,317 2,317
Furniture and Equipment 17,012 15,892
------------ -----------
709,089 678,810
Less - Accumulated Depreciation (267,270) (243,929)
------------ -----------
441,819 434,881
------------ -----------
Other Assets:
Deferred Charges in Process of
Amortization 42,561 26,952
Acquired Contract Costs, Net of
Accumulated Amortization
of $18,334 and $16,496 in 1996
and 1995, Respectively 19,894 21,733
Due from Related Parties 462 535
Other 5,799 17,082
------------ -----------
68,716 66,302
------------ -----------
$ 648,486 $ 647,580
============ ===========
<FN>
The accompanying notes are an integral part of these statements.
<PAGE 3>
INTERNATIONAL SHIPHOLDING CORPORATION
CONSOLIDATED BALANCE SHEETS
(All Amounts in Thousands Except Share Data)
(Unaudited)
September 30, December 31,
1996 1995
----------- -----------
LIABILITIES AND STOCKHOLDERS'
INVESTMENT
Current Liabilities:
Current Maturities
of Long-Term Debt $ 40,982 $ 40,785
Current Maturities of
Capital Lease Obligations 1,981 1,469
Accounts Payable and
Accrued Liabilities 61,083 77,481
Federal Income Tax Payable - 6,520
Current Deferred
Income Tax Liability - 1,283
Current Liabilities
to be Refinanced (10,907) (19,030)
---------- ----------
Total Current Liabilities 93,139 108,508
---------- ----------
Current Liabilities to be Refinanced 10,907 19,030
---------- ----------
Billings in Excess of Income Earned
and Expenses Incurred 6,637 4,639
---------- ----------
Long-Term Capital Lease Obligations,
Less Current Maturities 17,642 19,623
---------- ----------
Long-Term Debt,
Less Current Maturities 289,218 269,872
---------- ----------
Reserves and Deferred Credits:
Deferred Income Taxes 41,624 38,668
Claims and Other 17,316 20,979
---------- ----------
58,940 59,647
---------- ----------
Commitments and Contingent Liabilities
Stockholders' Investment:
Common Stock 6,756 6,756
Additional Paid-In Capital 54,450 54,450
Retained Earnings 111,891 106,158
Less - Treasury Stock (1,133) (1,133)
Unrealized Holding Gain on
Marketable Securities 39 30
--------- ---------
172,003 166,261
--------- ---------
$ 648,486 $ 647,580
=========== ===========
<FN>
The accompanying notes are an integral part of these statements.
<PAGE 4>
INTERNATIONAL SHIPHOLDING CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
(All Amounts in Thousands Except Per Share Data)
(Unaudited)
Three Months Ended Nine Months Ended
September 30, September 30,
1996 1995 1996 1995
-------- --------- --------- ---------
Revenues $ 83,148 $ 78,518 $ 263,773 $ 235,844
Operating Differential Subsidy 7,270 5,590 19,655 16,410
-------- --------- --------- ---------
90,418 84,108 283,428 252,254
-------- --------- --------- ---------
Operating Expenses:
Voyage Expenses 65,409 62,339 207,778 188,157
Vessel and Barge
Depreciation 8,246 6,194 24,281 18,488
-------- --------- --------- ---------
Gross Voyage Profit 16,763 15,575 51,369 45,609
-------- --------- --------- ---------
Administrative and General
Expenses 7,048 6,483 20,353 19,155
-------- --------- --------- ---------
Operating Income 9,715 9,092 31,016 26,454
-------- --------- --------- ---------
Interest:
Interest Expense 7,102 6,318 21,478 19,130
Investment Income (512) (563) (1,516) (2,079)
-------- --------- --------- ---------
6,590 5,755 19,962 17,051
-------- --------- --------- ---------
Equity in Net Income of
Unconsolidated Entities
(Net of Applicable Taxes) - - - 331
-------- --------- --------- ---------
Income Before Provision for
Income Taxes 3,125 3,337 11,054 9,734
-------- --------- --------- ---------
Provision for Income Taxes:
Current 409 1,725 2,405 3,816
Deferred 608 (518) 1,430 (497)
State 55 101 233 280
-------- --------- --------- ---------
1,072 1,308 4,068 3,599
Net Income $ 2,053 $ 2,029 $ 6,986 $ 6,135
========= ========== ========== =========
Earnings Per Common Share:
Net Income $ 0.31 $ 0.30* $ 1.05 $ 0.92*
========= ========== ========== =========
Weighted Average Shares of
Common Stock Outstanding 6,682,887 6,682,887 6,682,887 6,682,887
<FN>
*Restated for November 17, 1995, twenty-five percent stock dividend.
<FN>
The accompanying notes are an integral part of these statements.
<PAGE 5>
INTERNATIONAL SHIPHOLDING CORPORATION
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS'
INVESTMENT
(Dollars in Thousands)
(Unaudited)
Net
Additional Unrealized
Common Paid-In Retained Treasury Holding
Stock Capital Earnings Stock Gain/(Loss) Total
--------------------------------------------------------
Balance at
December 31,
1994 $5,405 $54,450 $87,757 ($1,133) ($163) $146,316
Net Income for
Year Ended
December 31,
1995 - - 20,980 - - 20,980
Cash Dividends - - (1,228) - - (1,228)
25% Stock
Dividend 1,351 - (1,351) - - -
Unrealized
Holding Gain
on Marketable
Securities,
Net of Deferred
Taxes - - - - 193 193
----------------------------------------------------------
Balance at
December 31,
1995 $6,756 $54,450 $106,158 ($1,133) $30 $166,261
Net Income
for Nine
Months Ended
September 30,
1996 - - 6,986 - - 6,986
Cash Dividends - - (1,253) - - (1,253)
Unrealized
Holding Gain
on Marketable
Securities,
Net of
Deferred Taxes - - - - 9 9
--------------------------------------------------------
Balance at
September 30,
1996 $6,756 $54,450 $111,891 ($1,133) $39 $172,003
=========================================================
<FN>
The accompanying notes are an integral part of these statements.
<PAGE 6>
INTERNATIONAL SHIPHOLDING CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Dollars in Thousands)
(Unaudited)
Nine Months Ended
September 30,
1996 1995
-------- --------
Cash Flows from Operating Activities:
Net Income $ 6,986 $ 6,135
Adjustments to Reconcile
Net Income to Net Cash
Provided by Operating Activities:
Depreciation 25,962 19,762
Amortization of Deferred Charges
and Other Assets 14,043 12,909
Provision for Deferred Income Taxes 3,835 3,319
Equity in Unconsolidated Entities - (331)
Gain on Sale of Assets (11) (8)
Unearned Income 1,998 344
Reserve for Claims and Other
Deferred Credits (3,655) (4,908)
Changes in:
Accounts Receivable (3,472) 5,698
Net Investment in Direct
Financing Leases 1,581 1,639
Other Assets (439) 1,619
Inventories and Other
Current Assets (2,096) (149)
Accounts Payable and Accrued
Liabilities 620 (8,157)
Federal Income Taxes Payable (9,570) (4,933)
--------- --------
Net Cash Provided by Operating Activities 35,782 32,939
--------- --------
Cash Flows from Investing Activities:
Purchase of Vessels and Other Property (54,813) (104,965)
Additions to Deferred Charges (25,380) (8,496)
Proceeds from Sale of Assets 2,512 8
Proceeds from Short-Term Investments 1,799 -
Investment in and Advances to
Unconsolidated Entities - (11)
Other Investing Activities 13,175 8,408
--------- ---------
Net Cash Used by Investing Activities (62,707) (105,056)
--------- ---------
Cash Flows from Financing Activities:
Proceeds from Issuance of Debt
and Capital Lease Obligations 104,376 104,420
Reduction of Debt and Capital Lease
Obligations (86,302) (25,542)
Additions to Deferred Financing Charges (1,476) (447)
Common Stock Dividends Paid (1,253) (803)
--------- ---------
Net Cash Provided by Financing Activities 15,345 77,628
--------- ---------
Net (Decrease) Increase in
Cash and Cash Equivalents (11,580) 5,511
Cash and Cash Equivalents
at Beginning of Period 54,281 29,611
--------- ---------
Cash and Cash Equivalents at End of Period $ 42,701 $ 35,122
========= =========
<FN>
The accompanying notes are an integral part of these statements.
<PAGE 7>
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 1996
(UNAUDITED)
Note 1. Basis of Preparation
The accompanying unaudited interim financial statements
have been prepared pursuant to the rules and regulations of
the Securities and Exchange Commission. Certain information
and footnote disclosures required by generally accepted
accounting principles for complete financial statements have
been omitted. It is suggested that these interim
statements be read in conjunction with the financial
statements and notes thereto included in the Form 10-K of
International Shipholding Corporation for the year ended
December 31, 1995. Certain reclassifications have been made
to prior period financial information in order to conform to
current year presentations.
Interim statements are subject to possible adjustments
in connection with the annual audit of the Company's
accounts for the full year 1996. In the opinion of
management, all adjustments (consisting of only normal
recurring adjustments) necessary for a fair presentation of
the information shown have been included.
The foregoing 1996 interim results are not necessarily
indicative of the results of operations for the full year
1996.
The Company's policy is to consolidate all subsidiaries
in which it holds greater than 50% voting interest. 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 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.
<PAGE 8>
Note 2. Current Liabilities to be Refinanced
In the third quarter of 1996, the Company committed to
the refinancing of $22,000,000 of long-term notes payable,
of which $8,500,000 was due within one year as of September
30, 1996, through a medium-term, commercial bank loan to be
funded in the fourth quarter of 1996.
Additionally, the Company has $2,407,000 remaining to
be drawn on a long-term commercial bank loan obtained to
finance the purchase and conversion of two Special Purpose
Vessels ("SPV's") and related barges. The remaining costs
of this project are expected to be paid within one year and
are included in "Accounts Payable and Accrued Liabilities"
on the Company's September 30, 1996, balance sheet.
To properly reflect the Company's "Current Liabilities"
as of September 30, 1996, the amounts to be refinanced of
$8,500,000 and $2,407,000 discussed above were reclassified
as long-term liabilities and included in the balance sheet
item "Current Liabilities to be Refinanced".
<PAGE 9>
INTERNATIONAL SHIPHOLDING CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The Company's vessels are operated under a variety of
charters, liner services 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 performance than revenues.
Accordingly, the discussion below addresses variations in
gross voyage profits rather than variations in revenues.
RESULTS OF OPERATIONS
NINE MONTHS ENDED SEPTEMBER 30, 1996
COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 1995
Gross Voyage Profit
- -------------------
Gross voyage profit increased 12.6% to $51.4 million in
the first nine months of 1996 as compared to $45.6 million
in the same period of 1995. Gross voyage profit was
favorably impacted by the commencement in February, 1996, of
operations of the Energy Enterprise, a U. S. Flag Coal
Carrier under contract to a major U. S. utility company, and
the full commencement of operations in early 1996 of two
SPV's under contract to provide transportation services to a
major mining company in Indonesia. Improved freight rates
for the Company's LASH vessels employed in liner service
between ports on the U. S. Gulf/U. S. Atlantic Coast and
South Asia
<PAGE 10>
(Trade Routes 18 and 17) and increased
charterhire rates for two of the Company's LASH vessels
under contract with the Military Sealift Command ("MSC")
also positively impacted gross voyage profit.
Partially offsetting these increases in gross voyage
profit were increased fuel prices which impacted the
Company's liner services, lower charter rates on the
Company's cape-size bulk carrier, and the redelivery of one
of the Company's vessels at the end of its MSC contract in
late 1995. This vessel is currently being operated in the
spot market awaiting long-term employment.
Additionally, the Company's fleet experienced 226 more
out of service days in the first nine months of 1996 as
compared to the same period in 1995. This increase was
primarily due to regularly scheduled drydockings, shipyard
work required to prepare the two LASH vessels for their
contract with the MSC, and a propeller shaft accident
sustained by one of the vessels operating in the Waterman
service requiring an unscheduled drydock of approximately
two months duration. This vessel has been fully repaired
and returned to service about mid-July. Results of our
insurance subsidiary were also negatively impacted by this
accident.
Vessel and barge depreciation for the nine months of
1996 increased to $24.3 million as compared to $18.5 million
in the same period of 1995 due to the addition of the Energy
Enterprise and the two SPV's and related barges.
Other Income and Expenses
- -------------------------
Administrative and general expenses increased 6.3% to
$20.4 million in the first nine months of 1996 from $19.2
million in the comparable period of 1995 due to additional
administrative services required to support new business.
Interest expense increased 12.3% from $19.1 million in
the first nine months of 1995 to $21.5 million in the same
period of 1996 primarily due to interest incurred on the
financing of the Energy Enterprise and the two SPV's and
related barges. These increases were partially offset by
reductions resulting from regularly scheduled payments on
other outstanding debt.
Investment income decreased from $2.1 million in the
first nine months of 1995 to $1.5 million in the same period
of 1996 reflecting a reduction in the balance of invested
funds.
<PAGE 11>
Income Taxes
- ------------
The Company provided $3.8 million for federal income
taxes in the first nine months of 1996 at the statutory rate
of 35% as compared to $3.3 million in the first nine months
of 1995 at the same rate. Income of unconsolidated entities
is shown net of applicable taxes.
THIRD QUARTER ENDED SEPTEMBER 30, 1996
COMPARED TO THIRD QUARTER ENDED SEPTEMBER 30, 1995
Gross Voyage Profit
- -------------------
Gross voyage profit increased 7.6% to $16.8 million in
the third quarter of 1996 as compared to $15.6 million in
third quarter of 1995. Gross voyage profit was favorably
impacted by the commencement of operations in February,
1996, of the Energy Enterprise, a U. S. Flag Coal Carrier
under contract to a major U. S. utility company, and the
full commencement of operations in early 1996 of the two
SPV's. Improved freight rates for the Company's LASH
vessels employed in liner service between ports on the U. S.
Gulf/U. S. Atlantic Coast and South Asia (Trade Routes 18
and 17) and increased charterhire rates for two of the
Company's LASH vessels under contract with the MSC also
positively impacted gross voyage profit. The aforementioned
favorable variances were partially offset by increased fuel
prices which impacted the Company's liner services.
Additionally, the Company's fleet experienced 159 more
out of service days in the third quarter of 1996 as compared
to the same period in 1995. This increase was primarily due
to a bunching of regularly scheduled drydockings and to
shipyard work required to prepare one LASH vessel for its
contract with the MSC.
Vessel and barge depreciation for the third quarter of
1996 increased to $8.2 million as compared to $6.2 million
in the same period of 1995 due to the addition of the Energy
Enterprise and the two SPV's and related barges.
Other Income and Expenses
- -------------------------
Administrative and general expenses increased 8.7% to
$7.0 million in the third quarter of 1996 from $6.5 million
in the comparable period of 1995 due to additional
administrative services required to support new business.
<PAGE 12>
Interest expense increased 12.4% from $6.3 million in
the third quarter of 1995 to $7.1 million in the same period
of 1996 primarily due to interest incurred on the financing
of the Energy Enterprise and the two SPV's and related
barges. These increases were partially offset by reductions
resulting from regularly scheduled payments on other
outstanding debt.
Income Taxes
- ------------
The Company provided $1.0 million for federal income
taxes in the third quarter of 1996 at the statutory rate of
35% as compared to $1.2 million in the third quarter of 1995
at the same rate.
Operating Differential Subsidy Agreements
- -----------------------------------------
On October 8, 1996, the "Maritime Security Act"
("MSA") was signed into law. MSA will provide a new subsidy
program for up to 47 U.S. Flag vessels. The Company's four
LASH vessels currently employed in its Waterman liner
service operating between ports on the U.S. Gulf/U.S.
Atlantic Cost and South Asia (Trade Routes 18 and 17) and
certain other vessels in our fleet are expected to
participate in this program. MSA will eliminate the trade
route restrictions imposed by the existing Operating
Differential Subsidy ("ODS") program and will allow
flexibility to operate freely in the competitive market.
MSA will provide for annual subsidy payments of $2.1 million
per year per vessel for a total of ten years. These subsidy
payments are subject to appropriation each year and are not
guaranteed. The existing ODS program provides subsidy
payments of approximately $5.8 million per ship per year.
To overcome the decrease in the amount of subsidy payments
to be provided under MSA as compared to ODS, the Company
will be required to pursue various options such as reduction
of crew size and wages and other expenses. The Company is
currently negotiating with its seafaring unions to
accomplish this goal.
LIQUIDITY AND CAPITAL RESOURCES
The Company's working capital increased from $13.4
million at December 31, 1995, to $22.8 million at September
30, 1996, after provision for current maturities of long-
term debt of $41.0 million and capital lease obligations of
$2.0 million. Cash and cash equivalents decreased during
the first nine months of 1996 by $11.6 million to a total of
$42.7 million.
<PAGE 13>
Positive cash flows were achieved from operating
activities in the first nine months of 1996 in the amount of
$35.8 million. The major source of cash from operations was
net income, adjusted for non-cash provisions such as
depreciation and amortization.
Net cash used for investing activities amounted to
$62.7 million during the first nine months of 1996. Major
capital investments included $24.1 million for the
conversion of two SPV's, $10.8 million for upgrade work on
the Energy Enterprise to meet classification requirements,
$11.0 million for the purchase and refurbishment of a LASH
vessel, the Atlantic Forest, and 82 LASH barges, and $5.7
million for the purchase of a container vessel, the Java
Sea, to be operated in conjunction with the two SPV's.
Other uses of cash included the addition of $25.4 million in
deferred vessel drydocking charges. Proceeds from investing
activities included $8.1 million received from the payment
of a long-term note receivable, the release of $3.7 million
previously held in escrow as collateral for loans, $2.5
million from the sale of our Semi-Submersible Barge, the
Caps Express, and $1.8 million from the maturity of short-
term investments.
Net cash provided by financing activities during the
first nine months of 1996 totaled $15.3 million. Proceeds
from the issuance of debt obligations of $104.4 million
included $81.5 million received from draws on lines of
credit of which $26.0 million was outstanding as of
September 30, 1996, $14.4 million associated with the
conversion of the two SPV's, and $8.5 million associated
with the purchase of the Atlantic Forest and related LASH
barges. Cash used for financing activities included $55.5
million to repay amounts drawn under lines of credit, $21.3
million for regularly scheduled payments on debt and capital
lease obligations, and $9.5 million for prepayment of a long-
term debt. Other uses of cash for financing activities
included $1.5 million for deferred financing charges, and
$1.3 million to meet common stock dividend requirements.
During the third quarter of 1996, the Company purchased
a LASH vessel and 82 LASH barges for approximately $9.4
million. Certain additional costs estimated to total
approximately $12.8 million will be incurred to bring the
vessel and barges up to the Company's operating standards.
It is anticipated that this vessel will deliver from the
shipyard in the fourth quarter of 1996 and will begin
operations in the Company's Trans-Atlantic service or one of
its other services, depending upon demand, when the ship is
ready for delivery. Financing for approximately 80% of the
total purchase price and upgrading costs of the
aforementioned vessel and barges was obtained through a
medium-term loan with a commercial bank.
<PAGE 14>
The Company purchased a small container vessel for $5.7
million during the third quarter of 1996 which will replace
a similar vessel previously on charter and operating in
conjunction with the aforementioned SPV's. Initial
financing for this vessel was provided by draws on the
Company's lines of credit. Permanent financing was obtained
in the fourth quarter of 1996 through a medium-term loan
with a commercial bank.
To meet short-term requirements when fluctuations occur
in working capital, the Company has available four lines of
credit totaling $35.0 million of which $26.0 was drawn at
September 30, 1996. The drawn amount was reduced to $16.8
million when proceeds of new financing were received in
early November.
The Company has not been notified that it is a
potentially responsible party in connection with any
environmental matters.
At a regular meeting held October 16, 1996, the Board
of Directors declared a quarterly dividend of $.0625 per
common share payable on December 20, 1996, to shareholders
of record on December 6, 1996.
PART II - OTHER INFORMATION
Item 6.
Exhibits and Reports on Form 8-K
(b) No reports on Form 8-K have been filed for the three
months ended September 30, 1996.
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
Date ___________________________