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, 1997 ----------------------- 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, 1997) ---------------- 2 Part I - Financial Information INTERNATIONAL SHIPHOLDING CORPORATION CONSOLIDATED CONDENSED BALANCE SHEETS (All Amounts in Thousands) (Unaudited) September 30, December 31, ASSETS 1997 1996 --------------- --------------- Current Assets: Cash and Cash Equivalents $ 25,208 $ 43,020 Marketable Securities 10,184 2,727 Accounts Receivable, Net of Allowance for Doubtful Accounts of $183 and $256 in 1997 and 1996, Respectively: Traffic 39,728 42,404 Agents' 8,509 10,343 Claims and Other 2,266 3,048 Federal Income Taxes Receivable 404 1,366 Net Investment in Direct Financing Leases 1,949 2,033 Other Current Assets 5,579 6,216 Material and Supplies Inventory, at Cost 13,899 12,043 --------------- ---------------- Total Current Assets 107,726 123,200 --------------- ---------------- Marketable Equity Securities 757 - --------------- ---------------- Net Investment in Direct Financing Leases 21,177 22,797 --------------- ---------------- Vessels, Property and Other Equipment, at Cost: Vessels and Barges 688,240 676,267 Other Marine Equipment 7,587 7,500 Terminal Facilities 18,291 18,535 Land 2,317 2,317 Furniture and Equipment 18,553 17,401 ---------------- ---------------- 734,988 722,020 Less - Accumulated Depreciation (303,984) (276,222) ---------------- ---------------- 431,004 445,798 ---------------- ---------------- Other Assets: Deferred Charges in Process of Amortization 41,155 43,318 Acquired Contract Costs, Net of Accumulated Amortization of $12,335 and $18,706 in 1997 and 1996, Respectively 18,190 19,523 Due from Related Parties 388 443 Other 7,346 6,517 ---------------- ---------------- 67,079 69,801 ---------------- ---------------- $ 627,743 $ 661,596 ================ ================ <FN> The accompanying notes are an integral part of these statements. 3 INTERNATIONAL SHIPHOLDING CORPORATION CONSOLIDATED CONDENSED BALANCE SHEETS (All Amounts in Thousands) (Unaudited) September 30, December 31, 1997 1996 ---------------- --------------- LIABILITIES AND STOCKHOLDERS' INVESTMENT Current Liabilities: Current Maturities of Long-Term Debt $ 34,821 $ 33,470 Current Maturities of Capital Lease Obligations 2,579 1,981 Accounts Payable and Accrued Liabilities 52,080 67,690 Current Deferred Income Tax Liability 1,945 811 Current Liabilities to be Refinanced - (7,680) ---------------- ---------------- Total Current Liabilities 91,425 96,272 ---------------- ---------------- Current Liabilities to be Refinanced - 7,680 ---------------- ---------------- Billings in Excess of Income Earned and Expenses Incurred 8,102 8,635 ---------------- ---------------- Long-Term Capital Lease Obligations, Less Current Maturities 14,994 17,642 ---------------- ---------------- Long-Term Debt, Less Current Maturities 277,982 299,434 ---------------- ---------------- Reserves and Deferred Credits: Deferred Income Taxes 38,980 40,673 Claims and Other 23,407 18,853 ---------------- ---------------- 62,387 59,526 ---------------- ---------------- Commitments and Contingent Liabilities Stockholders' Investment: Common Stock 6,756 6,756 Additional Paid-in Capital 54,450 54,450 Retained Earnings 112,732 112,310 Less - Treasury Stock (1,133) (1,133) Unrealized Holding Gain on Marketable Securities 48 24 ---------------- ---------------- 172,853 172,407 ---------------- ---------------- $ 627,743 $ 661,596 ================ ================ <FN> The accompanying notes are an integral part of these statements. 4 INTERNATIONAL SHIPHOLDING CORPORATION CONSOLIDATED CONDENSED STATEMENTS OF INCOME (All Amounts in Thousands Except Share and Per Share Data) (Unaudited) Three Months Ended Nine Months Ended Sept. 30, Sept.30, Sept. 30, Sept. 30, 1997 1996 1997 1996 --------- --------- --------- --------- Revenues $ 97,141 $ 83,148 $ 280,434 $ 263,773 Subsidy Revenue 3,168 7,270 12,389 19,655 --------- --------- --------- --------- 100,309 90,418 292,823 283,428 Operating Expenses: Voyage Expenses 78,566 66,039 224,858 208,408 Vessel and Barge Depreciation 8,629 8,246 25,778 24,281 --------- --------- --------- --------- Gross Voyage Profit 13,114 16,133 42,187 50,739 --------- --------- --------- --------- Administrative and General Expenses 5,893 6,418 19,422 19,723 --------- --------- --------- --------- Operating Income 7,221 9,715 22,765 31,016 --------- --------- --------- --------- Interest: Interest Expense 6,937 7,102 20,879 21,478 Investment Income (346) (512) (1,081) (1,516) --------- --------- --------- --------- 6,591 6,590 19,798 19,962 --------- --------- --------- --------- Income Before Provision for Income Taxes 630 3,125 2,967 11,054 --------- --------- --------- --------- Provision for Income Taxes: Current 898 409 1,770 2,405 Deferred (696) 608 (743) 1,430 State 23 55 265 233 --------- --------- --------- --------- 225 1,072 1,292 4,068 --------- --------- --------- --------- Net Income $ 405 $ 2,053 $ 1,675 $ 6,986 ========= ========= ========= ========= Earnings Per Common Share: Net Income $ 0.06 $ 0.31 $ 0.25 $ 1.05 ========= ========= ========= ========= Weighted Average Shares of Common Stock Outstanding 6,682,887 6,682,887 6,682,887 6,682,887 <FN> The accompanying notes are an integral part of these statements. 5 INTERNATIONAL SHIPHOLDING CORPORATION CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS'INVESTMENT (All Amounts in Thousands) (Unaudited) Net Additional Unrealized Common Paid-In Retained Treasury Holding Stock Capital Earnings Stock Gain/(Loss) Total ------- ------- ------- ------- ------- ------- Balance at December 31, 1995 $ 6,756 $54,450 $106,158 ($1,133) $ 30 $166,261 Net Income for Year Ended December 31, 1996 - - 7,823 - - 7,823 Cash Dividends - - (1,671) - - (1,671) Unrealized Holding Loss on Marketable Securities, Net of Deferred Taxes - - - - (6) (6) ------- ------- ------- ------- ------- ------- Balance at December 31, 1996 $ 6,756 $54,450 $112,310 ($1,133) $ 24 $172,407 ======= ======= ======= ======= ======= ======= Net Income for the Period Ended September 30, 1997 - - 1,675 - - 1,675 Cash Dividends - - (1,253) - - (1,253) Unrealized Holding Gain on Marketable Securities, Net of Deferred Taxes - - - - 24 24 ------- ------- ------- ------- ------- ------- Balance at September 30, 1997 $ 6,756 $54,450 $112,732 ($1,133) $ 48 $172,853 ======= ======= ======= ======= ======= ======= <FN> The accompanying notes are an integral part of these statements. 6 INTERNATIONAL SHIPHOLDING CORPORATION CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (All Amounts in Thousands) (Unaudited) Nine Months Ended September 30, 1997 1996 ---------- ---------- Cash Flows from Operating Activities: Net Income $ 1,675 $ 6,986 Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities: Depreciation 27,805 25,962 Amortization of Deferred Charges and Other Assets 18,200 14,043 Provision for Deferred Income Taxes 1,027 3,835 Gain on Sale of Assets (8) (11) Changes in: Accounts Receivable 4,647 (3,472) Net Investment in Direct Financing Leases 1,704 1,581 Inventories and Other Current Assets (1,148) (2,096) Other Assets (466) (439) Accounts Payable and Accrued Liabilities (11,616) 620 Federal Income Taxes Payable (502) (9,570) Unearned Income (533) 1,998 Reserve for Claims and Other Deferred Credits 4,770 (3,655) ---------- ---------- Net Cash Provided by Operating Activities 45,555 35,782 ---------- ---------- Cash Flows from Investing Activities: Purchase of Vessels and Other Property (17,248) (54,813) Additions to Deferred Charges (14,822) (25,380) Proceeds from Sale of Assets 245 2,512 Purchase of and Proceeds from Short-Term Investments (7,484) 1,799 Purchase of Marketable Equity Securities (778) - Other Investing Activities 131 13,175 ---------- ---------- Net Cash Used by Investing Activities (39,956) (62,707) ---------- ---------- Cash Flows from Financing Activities: Proceeds from Issuance of Debt 73,066 104,376 Reduction of Debt and Capital Lease Obligations (95,147) (86,302) Additions to Deferred Financing Charges (77) (1,476) Common Stock Dividends Paid (1,253) (1,253) ---------- ---------- Net Cash (Used) Provided by Financing Activities (23,411) 15,345 ---------- ---------- Net Decrease in Cash and Cash Equivalents (17,812) (11,580) Cash and Cash Equivalents at Beginning of Period 43,020 54,281 ---------- ---------- Cash and Cash Equivalents at End of Period $ 25,208 $ 42,701 ========== ========== <FN> The accompanying notes are an integral part of these statements. 7 NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS SEPTEMBER 30, 1997 (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, 1996. 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 1997. 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 1997 interim results are not necessarily indicative of the results of operations for the full year 1997. 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. Note 2. New Accounting Standards In June of 1997, the Financial Accounting Standards Board issued Statement No. 130 (FAS 130), "Reporting Comprehensive Income," which requires that an aggregate amount of comprehensive income be reported in financial statements and displayed with the same prominence as other financial statement information. FAS 130 is effective for financial statements issued for periods beginning after December 15, 1997, and requires restatement for all prior period comparative financial statements. The effect on the Company of implementing FAS 130 will not be material. 8 In February of 1997, the Financial Accounting Standards Board issued Statement No. 128 (FAS 128), "Earnings Per Share," which simplifies the computation of earnings per share. FAS 128 is effective for financial statements issued for periods ending after December 15, 1997, and requires restatement for all prior period earnings per share data presented. Earnings per share calculated in accordance with FAS 128 would be unchanged for the periods presented. In October of 1997, the Securities and Exchange Commission issued Staff Legal Bulletin No. 5 regarding the disclosure of Year 2000 Issues. The existing computer programs of many companies were designed without considering the impact of the upcoming change in century. These programs currently use only two digits to identify a year in the date field. When the Year 2000 is reached, these computer programs could fail or create erroneous results. The Company has analyzed the ability of its information systems to function properly as related to the Year 2000 issue and determined that the costs of any required modifications will not be material. 9 INTERNATIONAL SHIPHOLDING CORPORATION AND SUBSIDIARIES MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Certain statements made in this report or elsewhere by, or on behalf of, the Company that are not based on historical facts are intended to be forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on assumptions about future events and are therefore subject to risks and uncertainties. The Company cautions readers that certain important factors have affected and may affect in the future the Company's actual consolidated results of operations and may cause future results to differ materially from those expressed in or implied by any forward-looking statements made in this report or elsewhere by, or on behalf of, the Company. A description of certain of these important factors is contained in the Company's Form 10-K filed with the Securities and Exchange Commission for the year ended December 31, 1996. 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. 10 RESULTS OF OPERATIONS NINE MONTHS ENDED SEPTEMBER 30, 1997 COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 1996 Gross Voyage Profit - ------------------- Gross voyage profit decreased 16.9% to $42.2 Million in the first nine months of 1997 as compared to $50.7 Million in the same period of 1996 primarily attributable to the Company's two LASH liner services. The Company's Operating Differential Subsidy (ODS) agreements for its four LASH vessels employed in its liner service between ports on the U.S. Gulf/U.S. Atlantic Coast and South Asia (Trade Routes 18 and 17) expired for each of the vessels as their respective 1996 year-end cross-over voyages terminated during the first and second quarters of 1997. Upon the expiration of the ODS agreements, these vessels began participation in the Maritime Security Program (MSP), which provides for subsidy payments of approximately $2.1 Million per vessel per year, as compared to approximately $5.8 Million per vessel per year under the ODS. To partially overcome the decrease in the subsidy payments received for these \ vessels, the Company has reduced its shipboard and shoreside costs. Although the changes in subsidy payments described above negatively impacted the Company's Trade Route 18 and 17 LASH liner service, the Company also received subsidy payments of $3.2 Million during the first nine months of 1997 on the Company's two U.S. Flag Pure Car Carriers which became participants in the MSP in late 1996. These vessels did not receive subsidy payments under the ODS program. Overall, therefore, the change from ODS to MSP did not significantly impact the Company's gross voyage profit for the first nine months of 1997. The Company's Trans-Atlantic LASH liner service also experienced lower gross voyage profit this year. The additional capacity resulting from the addition of the newly acquired and refurbished LASH vessel, Atlantic Forest, to this service earlier this year coincided with a soft spot in the market, and was further impacted by the strengthened dollar, all of which reduced U.S. exports available for this service and resulted in a lower gross voyage profit during the first nine months of 1997 as compared to the same period of 1996. Additionally, the Company's gross voyage profit was negatively impacted when deferred costs of approximately $1.3 Million were charged to operating expense earlier this year for 11 termination costs and repositioning of equipment related to the Company's decision to forego development of a new service between the U.S. Gulf and Brazil. Gross voyage profit earned on the Company's contracts with the Military Sealift Command (MSC) decreased as compared to last year due to scheduled charterhire rate reductions for the Company's three Roll-On/Roll-Off vessels employed in the Military Prepositioning Service. In addition, the renewal earlier this year of a contract with the MSC for the time charter of one of the Company's LASH vessels at terms less favorable than the previous contract also impacted gross voyage profit. The Company's U.S. flag coal carrier, Energy Enterprise, produced less gross voyage profit in the first nine months of 1997 as compared to the same period of 1996, because the vessel was out of service for 28 additional days this year to complete refurbishment work. The vessel re- entered service in August of 1997 and should only require normal shipyard maintenance and surveys in the future. The first nine months of 1996 were also negatively impacted by a damage claim made against the Company's insurance subsidiary which resulted in a relative increase in gross profit for this subsidiary for the first nine months of 1997. Vessel and barge depreciation for the first nine months of 1997 increased 6.2% to $25.8 Million as compared to $24.3 Million in the same period of 1996 due to the commencement of operations of the Company's U.S. flag coal carrier, the Energy Enterprise, in February of 1996, a container vessel, Java Sea, operating in conjunction with the two SPV's, in September of 1996, and the Atlantic Forest and associated LASH barges, in January of 1997. These increases were partially offset by a decrease resulting from the sale, in mid-1996, of the Company's semi-submersible barge, the Caps Express. Other Income and Expenses - ------------------------- In a continuing effort to decrease overhead expenses, the Company effected a small reduction in office personnel at the end of the first quarter of this year. The Company's ongoing cost reduction program and savings from the aforementioned reduction in office personnel, partially offset by resulting severance payments, were the primary reasons for the decrease in administrative and general expenses from $19.7 Million or 7.0% of revenues in the first nine months of 1996 to $19.4 Million or 6.6% of revenues in the same period in 1997. 12 Interest expense decreased 2.8% from $21.5 Million in the first nine months of 1996 to $20.9 Million in the same period of 1997 primarily due to regularly scheduled payments on outstanding debt, the expiration last year of an interest rate swap agreement on which the Company had incurred interest during 1996, and the early repayment of a $9.5 Million long-term loan at the end of the first quarter of 1996. Partially offsetting this decrease was interest incurred on the financing of the Atlantic Forest and associated barges, the Company's two Special Purpose Vessels, the Java Sea, and additional draws on the Company's lines of credit. Investment income decreased from $1.5 Million in the first nine months of 1996 to $1.1 Million in the same period of 1997 resulting from a reduction in the balance of invested funds. Income Taxes - ------------ The Company provided $1.0 Million for Federal income taxes in the first nine months of 1997 as compared to $3.8 Million in the first nine months of 1996 at the statutory rate of 35% for both periods. THIRD QUARTER ENDED SEPTEMBER 30, 1997 COMPARED TO THIRD QUARTER ENDED SEPTEMBER 30, 1996 Gross Voyage Profit - ------------------- Gross voyage profit decreased 18.7% to $13.1 Million in the third quarter of 1997 as compared to $16.1 Million in the same period of 1996. Gross voyage profit was primarily affected by increased out of service days for the Energy Enterprise as described in the preceding discussion of gross voyage profit for the nine months ended September 30, 1997 and 1996. Additionally, the Company's LASH liner service operating on Trade Routes 18 and 17 experienced lower gross voyage profit in third quarter of 1997 as compared to the same period last year due to decreased subsidy revenue, which was partially offset by reductions in shipboard and shoreside costs. The decreases in gross voyage profit discussed above resulting from contracts with the MSC also contributed to the lower gross voyage profit in the third quarter of 1997 as compared to the third quarter of 1996. 13 Payments received on the Company's U.S. Flag Pure Car Carriers under the MSP program during the third quarter of this year which were not available during the same period last year partially offset the decreases in gross voyage profit described above. Vessel and barge depreciation for the third quarter of 1997 increased 4.6% to $8.6 Million as compared to $8.2 Million in the same period of 1996 primarily due to the commencement of operations of the Atlantic Forest and associated LASH barges in January of 1997, and the Java Sea in September of 1996. Other Income and Expenses - ------------------------- Savings from the reduction in office personnel described above and an ongoing cost savings program were the primary reasons for the decrease in administrative and general expenses from $6.4 Million or 7.1% of revenues in the third quarter of 1996 to $5.9 Million or 5.9% of revenues in the same period in 1997. Interest expense decreased slightly from $7.1 Million in the third quarter of 1996 to $6.9 Million in the same period of 1997 primarily due to regularly scheduled payments on outstanding debt and the expiration last year of an interest rate swap agreement. These decreases were partially offset by interest incurred on the financing of the Atlantic Forest and the Java Sea. Investment income decreased from $512,000 in the third quarter of 1996 to $346,000 in the same period of 1997 reflecting a reduction in the balance of invested funds. Income Taxes - ------------ The Company provided $202,000 for Federal income taxes in the third quarter of 1997 as compared to $1.0 Million in the third quarter of 1996 at the statutory rate of 35% for both periods. LIQUIDITY AND CAPITAL RESOURCES The Company's working capital decreased from $26.9 Million at December 31, 1996, to $16.3 Million at September 30, 1997. Cash and cash equivalents decreased during the first nine months of 1997 by $17.8 to a total of $25.2 Million resulting from cash used for investing and financing activities of $40.0 Million and $23.4 Million, respectively, partially offset by operating cash flows of $45.6 Million. 14 The major sources of cash from operations were collections on accounts receivable and net income, adjusted for non-cash provisions such as depreciation, amortization and adjustments to self-retention insurance reserves. These sources of cash were partially offset by decreases in accrued liabilities resulting primarily from payments during the first nine months of this year on amounts accrued at December 31, 1996, for vessel refurbishment costs related to the Atlantic Forest and for interest on long-term debt. Cash used for investing activities during the period included the purchase for $3.1 Million of a new LASH vessel, the Willow; capital improvements on the Energy Enterprise, the Atlantic Forest and associated LASH barges, and one of the LASH vessels operating in the Waterman liner service which amounted to $5.7 Million, $4.4 Million, and $1.8 Million, respectively; $14.8 Million in deferred vessel drydocking charges; and investments in short-term marketable securities of $8.0 Million. Cash used for financing activities included $69.5 Million to repay amounts drawn under lines of credit in late 1996 and during 1997, $25.6 Million for regularly scheduled payments on other outstanding debt and capital lease obligations, and $1.3 Million to meet common stock dividend requirements. These uses of cash were partially offset by proceeds from the issuance of debt obligations of $73.1 Million which included $55.5 Million drawn under the Company's lines of credit, of which $16.0 Million was outstanding as of September 30, 1997, $6.5 Million from the refinancing of balloon notes due on certain of the Company's debt early this year, $6.1 Million associated with the refurbishment of the Atlantic Forest and associated LASH barges, and $5.0 Million borrowed early in the third quarter for general corporate purposes. As mentioned above, the Company purchased a LASH vessel renamed Willow. This vessel will be refurbished at an estimated cost of approximately $10 Million and will be added to the Company's LASH fleet or will replace one of the Company's older LASH vessels. The purchase of the vessel was financed with draws on the Company's lines of credit. The Company is also considering the purchase and subsequent refurbishment of two additional LASH vessels which would also likely replace older LASH vessels in the Company's fleet. The Company is currently investigating various financing options for purchase of the two additional vessels and for the refurbishment of all three vessels. To meet short-term requirements when fluctuations occur in working capital, the Company has available three lines of credit totaling $35.0 Million. As of September 30, 1997, 15 $16.0 Million was drawn on these lines of credit, of which $7.0 Million was repaid early in the fourth quarter of 1997. 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 15, 1997, the Board of Directors declared a quarterly dividend of 6.25 cents per Common Share payable on December 19, 1997, to shareholders of record on December 5, 1997. PART II - OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K (a) EXHIBIT INDEX Exhibit Number Description -------------- ----------------------------------- Part I Exhibits: 27 Financial Data Schedule Part II Exhibits: 3 Restated Certificate of Incorporation, as amended, and By-Laws of the Registrant (filed with the Securities and Exchange Commission as Exhibit 3 to the Registrant's Form 10-Q for the quarterly period ended June 30, 1996, and incorporated herein by reference) (b) No reports on Form 8-K have been filed for the three months ended September 30, 1997. 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 _____Novemeber 7, 1997______