|
[X] QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
|
OR
|
[ ]
|
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
|
For
the transition period from . . . . . . . . . . . . to . . . . .
. . . . . . . . .
|
|
Commission
File No.
001-10852
|
|
International
Shipholding Corporation
|
|
(Exact
name of registrant as specified in its
charter)
|
Delaware
|
36-2989662
|
(State or other
jurisdiction of
|
(I.R.S.
Employer
|
incorporation or organization)
|
Identification
No.)
|
|
Registrant's telephone number,
including area code: (251)
243-9100
|
INTERNATIONAL SHIPHOLDING CORPORATION
|
||||||||
CONSOLIDATED
STATEMENTS OF INCOME
|
||||||||
(All
Amounts in Thousands Except Share Data)
|
||||||||
(Unaudited)
|
||||||||
Three
Months Ended March 31,
|
||||||||
2009
|
2008
|
|||||||
Revenues
|
$ | 98,078 | $ | 63,705 | ||||
Operating
Expenses:
|
||||||||
Voyage
Expenses
|
78,081 | 52,108 | ||||||
Vessel
and Barge Depreciation
|
5,169 | 5,081 | ||||||
Gross
Voyage Profit
|
14,828 | 6,516 | ||||||
Administrative
and General Expenses
|
6,270 | 5,037 | ||||||
Operating
Income
|
8,558 | 1,479 | ||||||
Interest
and Other:
|
||||||||
Interest
Expense
|
1,468 | 2,055 | ||||||
Loss
on Redemption of Preferred Stock
|
- | 1,371 | ||||||
Investment Loss
(Income)
|
191 | (245 | ) | |||||
1,659 | 3,181 | |||||||
Income
from Continuing Operations Before (Benefit)
|
||||||||
Provision
for Income Taxes and Equity in Net Income
|
||||||||
of
Unconsolidated Entities
|
6,899 | (1,702 | ) | |||||
(Benefit)
Provision for Income Taxes:
|
||||||||
Current
|
(739 | ) | - | |||||
Deferred
|
(925 | ) | (1,200 | ) | ||||
State
|
49 | 16 | ||||||
(1,615 | ) | (1,184 | ) | |||||
Equity
in Net Income of Unconsolidated
|
||||||||
Entities
(Net of Applicable Taxes)
|
961 | 1,206 | ||||||
Income
from Continuing Operations
|
9,475 | 688 | ||||||
Gain
from Discontinued Operations:
|
||||||||
Gain
on Sale of Liner Assets
|
- | 4,597 | ||||||
Provision
for Income Taxes
|
- | (471 | ) | |||||
Net
Income from Discontinued Operations
|
- | 4,126 | ||||||
Net
Income
|
$ | 9,475 | $ | 4,814 | ||||
Preferred
Stock Dividends
|
- | 88 | ||||||
Net
Income Available to Common Stockholders
|
$ | 9,475 | $ | 4,726 | ||||
Basic
and Diluted Earnings Per Common Share:
|
||||||||
Net
Income Available to Common Stockholders
|
||||||||
Continuing
Operations
|
$ | 1.31 | $ | 0.08 | ||||
Discontinued
Operations
|
- | 0.57 | ||||||
$ | 1.31 | $ | 0.65 | |||||
Net
Income Available to Common Stockholders - Diluted
|
||||||||
Continuing
Operations
|
$ | 1.31 | $ | 0.08 | ||||
Discontinued
Operations
|
- | 0.52 | ||||||
$ | 1.31 | $ | 0.60 | |||||
Weighted
Average Shares of Common Stock Outstanding:
|
||||||||
Basic
|
7,213,070 | 7,281,355 | ||||||
Diluted
|
7,226,477 | 7,948,021 | ||||||
Dividends
Per Share
|
$ | .50 | $ | - |
INTERNATIONAL SHIPHOLDING CORPORATION
|
||||||||
CONSOLIDATED
BALANCE SHEETS
|
||||||||
(All
Amounts in Thousands Except Share Data)
|
||||||||
(Unaudited)
|
||||||||
March
31,
|
December
31,
|
|||||||
ASSETS
|
2009
|
2008
|
||||||
Current
Assets:
|
||||||||
Cash
and Cash Equivalents
|
$ | 44,936 | $ | 51,835 | ||||
Marketable
Securities
|
2,075 | 2,707 | ||||||
Accounts
Receivable, Net of Allowance for Doubtful Accounts
|
||||||||
of
$38 and $149 in 2009 and 2008:
|
||||||||
Traffic
|
9,160 | 14,581 | ||||||
Agents
|
3,995 | 2,712 | ||||||
Other
|
22,980 | 5,567 | ||||||
Net
Investment in Direct Financing Leases
|
7,517 | 7,874 | ||||||
Other
Current Assets
|
1,961 | 2,187 | ||||||
Material
and Supplies Inventory, at Lower of Cost or Market
|
2,842 | 2,842 | ||||||
Total
Current Assets
|
95,466 | 90,305 | ||||||
Investment
in Unconsolidated Entities
|
5,648 | 5,803 | ||||||
Net
Investment in Direct Financing Leases
|
103,024 | 108,973 | ||||||
Vessels,
Property, and Other Equipment, at Cost:
|
||||||||
Vessels
and Barges
|
329,090 | 338,729 | ||||||
Leasehold
Improvements
|
26,128 | 26,128 | ||||||
Furniture
and Equipment
|
6,478 | 5,023 | ||||||
361,696 | 369,880 | |||||||
Less
- Accumulated Depreciation
|
(163,081 | ) | (166,931 | ) | ||||
198,615 | 202,949 | |||||||
Other
Assets:
|
||||||||
Deferred
Charges, Net of Accumulated Amortization
|
16,680 | 12,639 | ||||||
of
$12,579 and $7,018 in 2009 and 2008, Respectively
|
||||||||
Acquired
Contract Costs, Net of Accumulated Amortization
|
1,455 | 1,819 | ||||||
of
$29,070 and $28,706 in 2009 and 2008, Respectively
|
||||||||
Due
from Related Parties
|
5,198 | 6,195 | ||||||
Other
|
6,589 | 5,428 | ||||||
29,922 | 26,081 | |||||||
$ | 432,675 | $ | 434,111 |
INTERNATIONAL
SHIPHOLDING CORPORATION
|
||||||||
CONSOLIDATED
BALANCE SHEETS
|
||||||||
(All
Amounts in Thousands Except Share Data)
|
||||||||
(Unaudited)
|
||||||||
March
31,
|
December
31,
|
|||||||
2009
|
2008
|
|||||||
LIABILITIES
AND STOCKHOLDERS' INVESTMENT
|
||||||||
Current
Liabilities:
|
||||||||
Current
Maturities of Long-Term Debt
|
$ | 13,031 | $ | 13,285 | ||||
Accounts
Payable and Accrued Liabilities
|
29,288 | 26,514 | ||||||
Total
Current Liabilities
|
42,319 | 39,799 | ||||||
Long-Term
Debt, Less Current Maturities
|
119,503 | 126,841 | ||||||
Other
Long-Term Liabilities:
|
||||||||
Deferred
Income Taxes
|
3,123 | 4,893 | ||||||
Lease
Incentive Obligation
|
7,051 | 7,314 | ||||||
Other
|
47,847 | 50,072 | ||||||
58,021 | 62,279 | |||||||
Stockholders'
Investment:
|
||||||||
Common
Stock
|
8,406 | 8,390 | ||||||
Additional
Paid-In Capital
|
81,711 | 81,443 | ||||||
Retained
Earnings
|
158,217 | 152,379 | ||||||
Treasury
Stock
|
(20,172 | ) | (20,172 | ) | ||||
Accumulated
Other Comprehensive Loss
|
(15,330 | ) | (16,848 | ) | ||||
212,832 | 205,192 | |||||||
$ | 432,675 | $ | 434,111 |
INTERNATIONAL SHIPHOLDING CORPORATION
|
||||||||
CONSOLIDATED
STATEMENTS OF CASH FLOWS
|
||||||||
(All
Amounts in Thousands)
|
||||||||
(Unaudited)
|
||||||||
Three
Months Ended March 31,
|
||||||||
2009
|
2008
|
|||||||
Cash
Flows from Operating Activities:
|
||||||||
Net
Income
|
$ | 9,475 | $ | 4,814 | ||||
Adjustments
to Reconcile Net Income to Net Cash (Used in) Provided by
|
||||||||
Operating
Activities:
|
||||||||
Depreciation
|
5,259 | 5,181 | ||||||
Amortization
of Deferred Charges and Other Assets
|
2,392 | 2,240 | ||||||
Benefit
for Deferred Federal Income Taxes
|
(925 | ) | (729 | ) | ||||
Loss
on Early Redemption of Preferred Stock
|
- | 1,371 | ||||||
Equity
in Net Income of Unconsolidated Entities
|
(961 | ) | (1,206 | ) | ||||
Distributions
from Unconsolidated Entities
|
1,000 | 1,000 | ||||||
(Gain)
on Sale of Assets
|
- | (4,597 | ) | |||||
Deferred
Drydocking Charges
|
(2,627 | ) | (686 | ) | ||||
Changes
in:
|
||||||||
Accounts
Receivable
|
(11,246 | ) | 332 | |||||
Inventories
and Other Current Assets
|
226 | (570 | ) | |||||
Other
Assets
|
(1,161 | ) | 26 | |||||
Accounts
Payable and Accrued Liabilities
|
(1,071 | ) | (3,780 | ) | ||||
Other
Long-Term Liabilities
|
(854 | ) | (412 | ) | ||||
Net
Cash (Used) Provided by Operating Activities
|
(493 | ) | 2,984 | |||||
Cash
Flows from Investing Activities:
|
||||||||
Principal
payments received under Direct Financing Leases
|
2,048 | 1,796 | ||||||
Capital
Improvements to Vessels, Leasehold Improvements, and Other
Assets
|
(1,568 | ) | (1,517 | ) | ||||
Proceeds
from Sale of Assets
|
- | 11,164 | ||||||
Purchase
of and Proceeds from Marketable Securities
|
71 | 1,519 | ||||||
Decrease
(Increase) in Related Party Note Receivables
|
4 | (80 | ) | |||||
Net
Cash Provided by Investing Activities
|
555 | 12,882 | ||||||
Cash
Flows from Financing Activities:
|
||||||||
Redemption
of Preferred Stock
|
- | (17,306 | ) | |||||
Repayment
of Debt
|
(3,260 | ) | (3,238 | ) | ||||
Additions
to Deferred Financing Charges
|
(64 | ) | (483 | ) | ||||
Preferred
Stock Dividends Paid
|
- | (88 | ) | |||||
Common
Stock Dividends Paid
|
(3,637 | ) | - | |||||
Net
Cash Used by Financing Activities
|
(6,961 | ) | (21,115 | ) | ||||
Net
(Decrease) in Cash and Cash Equivalents
|
(6,899 | ) | (5,249 | ) | ||||
Cash
and Cash Equivalents at Beginning of Period
|
51,835 | 14,103 | ||||||
Cash
and Cash Equivalents at End of Period
|
$ | 44,936 | $ | 8,854 |
(All
Amounts in Thousands)
|
Pension
Plan
|
Postretirement
Benefits
|
||||||||||||||
Three
Months Ended March 31,
|
Three
Months Ended March 31,
|
|||||||||||||||
Components
of net periodic benefit cost:
|
2009
|
2008
|
2009
|
2008
|
||||||||||||
Service
cost
|
$ | 138 | $ | 146 | $ | 4 | $ | 3 | ||||||||
Interest
cost
|
371 | 351 | 110 | 109 | ||||||||||||
Expected
return on plan assets
|
(356 | ) | (440 | ) | - | - | ||||||||||
Amortization
of prior service cost
|
(1 | ) | - | (3 | ) | (3 | ) | |||||||||
Amortization
of Net (Gain)/Loss
|
113 | - | - | - | ||||||||||||
Net
periodic benefit cost
|
$ | 265 | $ | 57 | $ | 111 | $ | 109 |
Time
Charter
|
Rail-Ferry
|
|||||||||||||||||||
(All
Amounts in Thousands)
|
Contracts
|
COA
|
Service
|
Other
|
Total
|
|||||||||||||||
2009
|
||||||||||||||||||||
Revenues
from External Customers
|
$ | 86,403 | $ | 4,075 | $ | 6,384 | $ | 1,216 | $ | 98,078 | ||||||||||
Intersegment
Revenues (Eliminated)
|
- | - | - | (310 | ) | (310 | ) | |||||||||||||
Intersegment
Expenses (Eliminated)
|
- | - | - | 310 | 310 | |||||||||||||||
Voyage
Expenses
|
66,220 | 3,636 | 6,363 | 1,862 | 78,081 | |||||||||||||||
Vessel
and Barge Depreciation
|
3,706 | - | 1,461 | 2 | 5,169 | |||||||||||||||
Gross
Voyage Profit (Loss)
|
16,477 | 439 | (1,440 | ) | (648 | ) | 14,828 | |||||||||||||
Interest
Expense
|
1,012 | - | 325 | 131 | 1,468 | |||||||||||||||
Segment
Profit (Loss)
|
15,465 | 439 | (1,765 | ) | (779 | ) | 13,360 | |||||||||||||
2008
|
||||||||||||||||||||
Revenues
from External Customers
|
$ | 49,425 | $ | 4,847 | $ | 8,249 | $ | 1,184 | $ | 63,705 | ||||||||||
Intersegment
Revenues (Eliminated)
|
- | - | - | 3,126 | 3,126 | |||||||||||||||
Intersegment
Expenses (Eliminated)
|
- | - | - | (3,126 | ) | (3,126 | ) | |||||||||||||
Voyage
Expenses
|
39,988 | 4,032 | 7,578 | 510 | 52,108 | |||||||||||||||
Vessel
and Barge Depreciation
|
3,713 | - | 1,365 | 3 | 5,081 | |||||||||||||||
Gross
Voyage Profit (Loss)
|
5,724 | 815 | (694 | ) | 671 | 6,516 | ||||||||||||||
Interest
Expense
|
1,563 | - | 488 | 4 | 2,055 | |||||||||||||||
Segment
Profit (Loss)
|
4,161 | 815 | (1,182 | ) | 667 | 4,461 |
(All
Amounts in Thousands)
|
Three
Months Ended March 31,
|
|||||||
Profit:
|
2009
|
2008
|
||||||
Total
Profit for Reportable Segments
|
$ | 13,360 | $ | 4,461 | ||||
Unallocated
Amounts:
|
||||||||
Administrative
and General Expenses
|
(6,270 | ) | (5,037 | ) | ||||
Gain
on Sale of Investment
|
59 | - | ||||||
Investment
(Loss) Income
|
(250 | ) | 245 | |||||
Loss
on Redemption of Preferred Stock
|
- | (1,371 | ) | |||||
Income
(Loss)from Continuing Operations Before (Benefit) Provision
for
|
||||||||
Income
Taxes and Equity in Net Income of Unconsolidated Entities
|
$ | 6,899 | $ | (1,702 | ) |
Three
Months Ended March 31,
|
||||||||
(Amounts
in Thousands)
|
2009
|
2008
|
||||||
Operating
Revenues
|
$ | 5,940 | $ | 6,647 | ||||
Operating
Income
|
$ | 3,355 | $ | 3,512 | ||||
Net
Income
|
$ | 2,089 | $ | 2,123 |
Three
Months Ended March 31,
|
||||||||
2009
|
2008
|
|||||||
Numerator
|
||||||||
Net
Income Available to Common Stockholders –
Basic
|
||||||||
Continuing
|
$ | 9,475 | $ | 600 | (1) | |||
Discontinued
|
- | 4,126 | ||||||
$ | 9,475 | $ | 4,726 | |||||
Net
Income - Diluted
|
||||||||
Continuing
|
$ | 9,475 | $ | 600 | (2) | |||
Discontinued
|
- | 4,126 | ||||||
$ | 9,475 | $ | 4,726 | |||||
Denominator
|
||||||||
Weighted
Avg Share of Common Stock Outstanding:
|
||||||||
Basic
|
7,213,070 | 7,281,355 | ||||||
Plus:
|
||||||||
Effect
of dilutive restrictive stock
|
13,407 | - | ||||||
Effect
of dilutive convertible shares from preferred
stock
|
- | - | ||||||
Diluted
|
7,226,477 | 7,281,355 | ||||||
Basic
and Diluted Earnings Per Common Share
|
||||||||
Net
Income Available to Common Stockholders - Basic
|
||||||||
Continuing
Operations
|
$ | 1.31 | $ | 0.08 | ||||
Discontinued
Operations
|
- | 0.57 | ||||||
$ | 1.31 | $ | 0.65 | |||||
Net
Income Available to Common Stockholders - Diluted
|
||||||||
Continuing
Operations
|
$ | 1.31 | $ | 0.08 | ||||
Discontinued
Operations
|
- | 0.57 | ||||||
$ | 1.31 | $ | 0.65 | |||||
(1)
Income from Continuing Operations less Preferred Stock
Dividends
(2)
Income from Continuing Operations less Preferred Stock Dividends; the
exclusion of Preferred Stock Dividends for continuing operations for
the three months ended March 31, 2008 is anti-dilutive for purposes of
calculating earnings per share.
|
Three
Months Ended March 31,
|
||||||||
(Amounts
in Thousands)
|
2009
|
2008
|
||||||
Net
Income
|
$ | 9,475 | $ | 4,814 | ||||
Other
Comprehensive Income (Loss):
|
||||||||
Unrealized
Holding Gain on Marketable Securities, Net of
Deferred
Taxes of $12 and ($86), Respectively
|
32 | (252 | ) | |||||
Net
Change in Fair Value of Derivatives, Net of Deferred Taxes
of
($59) and $(325), Respectively
|
1,486 | (4,601 | ) | |||||
Total
Comprehensive Income (Loss)
|
$ | 10,993 | $ | (39 | ) |
w
|
Level 3 Inputs -
Unobservable inputs for determining the fair values of assets or
liabilities that reflect an entity's own assumptions about the assumptions
that market participants would use in pricing the assets or
liabilities.
|
(Amounts
in thousands)
|
Level
1 Inputs
|
Level
2 Inputs
|
Level
3 Inputs
|
Total
Fair Value
|
||||||||||||
Marketable
securities
|
$ | 2,075 | $ | - | $ | - | $ | 2,075 | ||||||||
Derivative
liabilities
|
- | (10,491 | ) | - | (10,491 | ) |
Shares
|
Weighted
Avg. Fair Value Per Share
|
|||||||
Non-vested
– December 31, 2008
|
175,000 | $ | 18.40 | |||||
Shares
Granted
|
- | - | ||||||
Shares
Vested
|
45,000 | $ | 18.40 | |||||
Shares
Forfeited
|
- | - | ||||||
Non-vested
– March 31, 2009
|
130,000 | $ | 18.40 |
Grant
Date
|
2009
|
2010
|
2011
|
2012
|
Total*
|
|||||||||||||||
April
30, 2008
|
$ | 1,135,000 | $ | 894,000 | $ | 401,000 | $ | 33,000 | $ | 3,220,000 | ||||||||||
(Amounts in
thousands)
|
Asset
Derivatives
|
Liability
Derivatives
|
||||||||||||||||||
2009
|
2009
|
|||||||||||||||||||
Current
Notional
|
Balance
Sheet
|
Fair
Value
|
Balance
Sheet
|
Fair
Value
|
||||||||||||||||
As
of March 31, 2009
|
Amount
|
Location
|
Location
|
|||||||||||||||||
Interest
Rate Swaps*
|
$ | 221,008 | - | - |
Other
Liabilities
|
$ | 9,375 | |||||||||||||
Foreign
Exchange Contracts**
|
$ | 7,650 | - | - |
Accrued
Liabilities
|
$ | 1,116 | |||||||||||||
Total
Derivatives designated as hedging instruments
|
$ | 228,658 | - | - | - | $ | 10,491 | |||||||||||||
*
In addition to the interest rates of all of our long-term debt (including
current maturities) being swapped to a fixed rate under contract, we have
also fixed the interest rate on our long-term Yen financing on our PCTC
Newbuilding scheduled for delivery in early 2010. The notional amount
under this contract is approximately $62.7 million.
|
||||||||||||||||||||
**
Represents approximately 50% of our foreign operational currency exposure
through December 2010.
|
(Amounts in
thousands)
|
Gain(Loss)
Recognized in Other Comprehensive Income
|
Location
of Gain(Loss) Reclassified from AOCI to Income
|
Amount
of Gain(Loss) Reclassified from AOCI to Income
|
|||||||||
Three
Months Ended March 31,
|
2009
|
2009
|
||||||||||
Interest
Rate Swaps
|
$ | 1,373 |
Interest
Expense
|
$ | (710 | ) | ||||||
Foreign
Exchange contracts
|
$ | 113 |
Revenues
and Voyage Expenses
|
$ | (189 | ) | ||||||
Total
|
$ | 1,486 | - | $ | (899 | ) |
§
|
We
continue to maintain a working capital ratio greater than 2 to
1.
|
§
|
Payment
of cash dividends of $0.50 per share during the
quarter.
|
§
|
Revenue
growth of $34.4 million
|
§
|
Consolidated
gross voyage profit grew by $6.5
million
|
§
|
Administrative
expenses increased by 25% primarily due to continued charges associated
with an unaffiliated shipping company’s unsolicited conditional offer to
purchase the Company’s outstanding shares. We expect administrative
expenses to begin to normalize starting in the second quarter of
2009.
|
§
|
Interest
expense decreased by $590,000, reflecting lower principal
balances.
|
§
|
Consolidated
net income increased from $4.8 million to $9.5
million.
|
§
|
Gross
profits fell to a loss of $1.4 million primarily due a reduction in
volumes and net contributions.
|
§
|
Improvement
in gross profit of $10.8 million, despite an increase in the number of
scheduled off-hire days.
|
§
|
Significant
improvements in our supplemental cargo volume.
|
§
|
Fixed time-charter rates which provide consistent operating cash flow. |
§
|
Decrease
of $0.4 million in gross profits primarily due to drop in tonnage
carried.
|
§
|
Guaranteed
minimum tonnage for the contract
year.
|
§
|
Net
income from unconsolidated entities decreased $240,000 primarily due to a
reduction in the results of our 50% interest in Dry Bulk due to having one
less vessel in its fleet and a small foreign exchange loss on the
devaluation of the Mexican peso.
|
Time
Charter
|
Rail-Ferry
|
|||||||||||||||||||
(All
Amounts in Thousands)
|
Contracts
|
COA
|
Service
|
Other
|
Total
|
|||||||||||||||
2009
|
||||||||||||||||||||
Revenues
from External Customers
|
$ | 86,403 | $ | 4,075 | $ | 6,384 | $ | 1,216 | $ | 98,078 | ||||||||||
Voyage
Expenses
|
66,220 | 3,636 | 6,363 | 1,862 | 78,081 | |||||||||||||||
Vessel
and Barge Depreciation
|
3,706 | - | 1,461 | 2 | 5,169 | |||||||||||||||
Gross
Voyage Profit (Loss)
|
16,477 | 439 | (1,440 | ) | (648 | ) | 14,828 | |||||||||||||
2008
|
||||||||||||||||||||
Revenues
from External Customers
|
$ | 49,425 | $ | 4,847 | $ | 8,249 | $ | 1,184 | $ | 63,705 | ||||||||||
Voyage
Expenses
|
39,988 | 4,032 | 7,578 | 510 | 52,108 | |||||||||||||||
Vessel
and Barge Depreciation
|
3,713 | - | 1,365 | 3 | 5,081 | |||||||||||||||
Gross
Voyage Profit (Loss)
|
5,724 | 815 | (694 | ) | 671 | 6,516 |
(Amounts in
Thousands)
|
Three
Months Ended March
31,
|
|||||||||||
A&G
Account
|
2009
|
2008
|
Variance
|
|||||||||
Wages
& Benefits
|
$ | 2,876 | $ | 2,432 | $ | 444 | ||||||
Executive
Stock Compensation
|
284 | - | 284 | |||||||||
Professional
Services
|
482 | 380 | 102 | |||||||||
Office
Building Expenses
|
332 | 314 | 18 | |||||||||
Other
|
1,392 | 1,911 | (519 | ) | ||||||||
Consulting
Fees *
|
904 | - | 904 | |||||||||
TOTAL:
|
$ | 6,270 | $ | 5,037 | $ | 1,233 |
Effective
Date
|
Termination
Date
|
Current
Notional Amount
|
Swap
Rate
|
Type
|
||||||
9/18/07
|
9/10/10
|
¥ | 4,659,090,910 | 1.15 | % |
Fixed
|
||||
9/28/07
|
9/30/10
|
$ | 17,264,333 | 4.68 | % |
Fixed
|
||||
12/31/07
|
9/30/10
|
$ | 17,264,333 | 3.96 | % |
Fixed
|
||||
11/30/05
|
11/30/12
|
$ | 13,615,000 | 5.17 | % |
Fixed
|
||||
3/31/08
|
9/30/13
|
$ | 17,264,333 | 3.46 | % |
Fixed
|
||||
9/30/10
|
9/30/13
|
$ | 12,908,000 | 2.69 | % |
Fixed
|
||||
9/30/10
|
9/30/13
|
$ | 12,908,000 | 2.45 | % |
Fixed
|
||||
9/26/05
|
9/28/15
|
$ | 11,666,667 | 4.41 | % |
Fixed
|
||||
9/26/05
|
9/28/15
|
$ | 11,666,667 | 4.41 | % |
Fixed
|
||||
3/15/09
|
9/15/20
|
¥ | 6,200,000,000 | 2.065 | % |
Fixed
|
(Amounts
in Thousands)
|
|||||||
Transaction
Date
|
Type
of Currency
|
Transaction
Amount in Dollars
|
Effective
Date
|
Expiration
Date
|
|||
September
2008
|
Peso
|
$ | 1,050 |
January
2009
|
October
2009
|
||
September
2008
|
Peso
|
525 |
January
2009
|
October
2009
|
|||
September
2008
|
Rupiah
|
1,575 |
January
2009
|
December
2009
|
|||
October
2008
|
Peso
|
675 |
January
2009
|
December
2009
|
|||
October
2008
|
Peso
|
450 |
November
2009
|
December
2009
|
|||
October
2008
|
Rupiah
|
1,125 |
January
2009
|
December
2009
|
|||
January
2009
|
Peso
|
450 |
January
2010
|
March
2010
|
|||
February
2009
|
Rupiah
|
1,800 |
January
2010
|
December
2010
|
|
ITEM 1 – LEGAL
PROCEEDINGS
|
ISSUER
PURCHASES OF EQUITY SECURITIES
|
||||||||||||||||
Period
|
(a)
Total Number of Shares Purchased
|
(b)
Average Price Paid per Share
|
(c)
Total Number of Shares Purchased as Part of Publicly Announced
Plan
|
(d)
Maximum Number of Shares that May Yet Be Purchased Under the
Plan
|
||||||||||||
January
1, 2009 – January 31, 2009
|
- | - | - | 508,428 | ||||||||||||
February
1, 2009 - February 28, 2009
|
- | - | - | 508,428 | ||||||||||||
March
1, 2009 – March 31, 2009
|
- | - | - | 508,428 |
Nominee
|
Shares Voted For
|
Withheld
Authority
|
Broker Non-Votes |
Niels W. Johnsen |
4,140,115
|
2,669,201
|
- |
Erik F. Johnsen |
4,643,055
|
2,166,261
|
- |
Niels M. Johnsen |
4,671,221
|
2,138,095
|
- |
Erik L. Johnsen |
4,650,101
|
2,159,215
|
- |
Edwin A. Lupberger |
5,812,619
|
996,697
|
- |
Edward K. Trowbridge |
5,687,309
|
1,122,007
|
- |
H. Merritt Lane III |
5,785,274
|
1,024,042
|
- |
T. Lee Robinson, Jr. |
5,843,740
|
965,576
|
- |
James J. McNamara |
4,608,869
|
2,200,447
|
- |
(3)
|
Ratification
of Ernst & Young LLP, certified public accountants, as our independent
auditors for the fiscal year ending December 31,
2009:
|
3.1
|
Restated
Certificate of Incorporation of the Registrant (filed with the Securities
and Exchange Commission as Exhibit 3.1 to the Registrant's Form 10-Q for
the quarterly period ended September 30, 2004 and incorporated herein by
reference)
|
3.2
|
By-Laws
of the Registrant (filed with the Securities and Exchange Commission as
Exhibit 3.2 to the Registrant’s Form 10-Q for the quarterly period ended
September 30, 2008 and incorporated herein by
reference)
|
4.1
|
Specimen
of Common Stock Certificate (filed as an exhibit to the Registrant's Form
8-A filed with the Securities and Exchange Commission on April 25, 1980
and incorporated herein by
reference)
|
10.1
|
Credit
Agreement, dated as of September 30, 2003, by and among LCI Shipholdings,
Inc. and Central Gulf Lines, Inc., as Joint and Several Borrowers, the
banks and financial institutions listed therein, as Lenders, Deutsche
Schiffsbank Aktiengesellschaft as Facility Agent and Security Trustee, DnB
NOR Bank ASA, as Documentation Agent, and the Registrant, as Guarantor
(filed with the Securities and Exchange Commission as Exhibit 10.2 to
Pre-Effective Amendment No. 2, dated December 10, 2004 and filed with the
Securities and Exchange Commission on December 10, 2004, to the
Registrant's Registration Statement on Form S-1 (Registration No.
333-120161) and incorporated herein by
reference)
|
10.2
|
Credit
Agreement, dated as of December 6, 2004, by and among LCI Shipholdings,
Inc., Central Gulf Lines, Inc. and Waterman Steamship Corporation, as
Borrowers, the banks and financial institutions listed therein, as
Lenders, Whitney National Bank, as Administrative Agent, Security Trustee
and Arranger, and the Registrant, Enterprise Ship Company, Inc., Sulphur
Carriers, Inc., Gulf South Shipping PTE Ltd. and CG Railway, Inc., as
Guarantors (filed with the Securities and Exchange Commission as Exhibit
10.3 to Pre-Effective Amendment No. 2, dated December 10, 2004 and filed
with the Securities and Exchange Commission on December 10, 2004, to the
Registrant's Registration Statement on Form S-1 (Registration No.
333-120161) and incorporated herein by
reference)
|
10.3
|
Credit
Agreement, dated September 26, 2005, by and among Central Gulf Lines,
Inc., as Borrower, the banks and financial institutions listed therein, as
Lenders, DnB NOR Bank ASA, as Facility Agent and Arranger, and Deutsche
Schiffsbank Aktiengesellschaft, as Security Trustee and Arranger, and the
Registrant, as Guarantor (filed with the Securities and Exchange
Commission as Exhibit 10.1 to the Registrant's Current Report on Form 8-K
dated September 30, 2005 and incorporated herein by
reference)
|
10.4
|
Credit
Agreement, dated December 13, 2005, by and among CG Railway, Inc., as
Borrower, the investment company, Liberty Community Ventures III, L.L.C.,
as Lender, and the Registrant, as Guarantor (filed with the Securities and
Exchange Commission as Exhibit 10.4 to the Registrant's Form 10-K for the
annual period ended December 31, 2005 and incorporated herein by
reference)
|
10.5
|
Consulting
Agreement, dated February 18, 2008, between the Registrant and Niels W.
Johnsen (filed with the Securities and Exchange Commission as Exhibit 10.5
to the Registrant's Form 10-K for the annual period ended December 31,
2008 and incorporated herein by
reference)
|
10.6
|
Consulting
Agreement, dated April 30, 2007, between the Registrant and Erik F.
Johnsen (filed with the Securities and Exchange Commission as Exhibit 10.6
to the Registrant’s Form 10-K for the annual period ended December 31,
2007 and incorporated herein by
reference)
|
10.7
|
International
Shipholding Corporation Stock Incentive Plan adopted by the Registrant in
1998 (filed with the Securities and Exchange Commission as Exhibit 10.5 to
the Registrant's Form 10-K for the annual period ended December 31, 2004
and incorporated herein by
reference)
|
10.8
|
Form
of Restricted Stock Agreement under the International Shipholding
Corporation Stock Incentive Plan referenced to in Item 10.7 (filed with
the Securities and Exchange Commission as Exhibit 10.1 to the Registrant’s
Form 8-K dated May 6, 2008 and incorporated herein by
reference)
|
10.9
|
International
Shipholding Corporation 2009 Stock Incentive Plan (Exhibit 99.2 to
the Registrant’s Current Report on Form 8-K filed with the Securities
and Exchange Commission on April 30,
2009).
|
10.10
|
Form
of Restricted Stock Agreement dated May 6, 2009 under the
International Shipholding Corporation 2009 Stock Incentive Plan
(Exhibit 99.2 to the Registrant’s Current Report on Form 8-K
filed with the Securities and Exchange Commission on May 7,
2009).
|
10.11
|
Description
of Life Insurance Benefits Provided by the Registrant to Niels W. Johnsen
and Erik F. Johnsen Plan (filed with the Securities and Exchange
Commission as Exhibit 10.8 to the Registrant's Form 10-K for the annual
period ended December 31, 2004 and incorporated herein by
reference)
|
10.12
|
Memorandum
of Agreement of the Registrant, dated as of August 24, 2007, providing for
the Registrant’s purchase of one 6400 CEU Panamanian flagged pure car and
truck carrier (filed with the Securities and Exchange Commission as
Exhibit 10.10 to the Registrant's Form 10-K for the annual period ended
December 31, 2007 and incorporated herein by reference) (Confidential
treatment requested on certain portions of this exhibit. An
unredacted version of this exhibit has been filed separately with the
Securities and Exchange
Commission.)
|
10.13
|
Loan
Agreement, dated as of September 10, 2007, by and among Waterman Steamship
Corporation, as borrower, the Registrant, as guarantor, DnB NOR Bank ASA,
as facility agent and security trustee. (filed with the Securities and
Exchange Commission as Exhibit 10.11 to the Registrant's Form 10-K for the
annual period ended December 31, 2007 and incorporated herein by
reference)
|
10.14
|
SHIPSALES
Agreement, dated as of September 21, 2007, by and between East Gulf
Shipholding, Inc., as buyer, and Clio Marine Inc., as seller. (filed with
the Securities and Exchange Commission as Exhibit 10.12 to the
Registrant's Form 10-K for the annual period ended December 31, 2007 and
incorporated herein by reference) (Confidential treatment requested on
certain portions of this exhibit. An unredacted version of this
exhibit has been filed separately with the Securities and Exchange
Commission.)
|
10.15
|
Facility
Agreement, dated as of January 23, 2008, by and among East Gulf
Shipholding, Inc., as borrower, the Registrant, as guarantor, the banks
and financial institutions party thereto, as lenders, DnB NOR Bank ASA, as
facility agent, and Deutsche Schiffsbank Aktiengesellschaft, as security
trustee. (filed with the Securities and Exchange Commission as Exhibit
10.13 to the Registrant's Form 10-K for the annual period ended December
31, 2007 and incorporated herein by
reference)
|
10.16
|
Change
of Control Agreement, by and between the registrant and Niels M. Johnsen,
effective as of August 6, 2008. (filed with the Securities and Exchange
Commission as Exhibit 10.14 to the Registrant’s Form 10-Q for quarterly
period ended June 30, 2008 and incorporated herein by
reference)
|
10.17
|
Change
of Control Agreement, by and between the registrant and Erik L. Johnsen,
effective as of August 6,
2008.
|
|
(filed
with the Securities and Exchange Commission as Exhibit 10.15 to the
Registrant’s Form 10-Q for quarterly period ended June 30, 2008 and
incorporated herein by
reference)
|
10.18
|
Change
of Control Agreement, by and between the registrant and Manuel G. Estrada,
effective as of August 6, 2008. (filed with the Securities and
Exchange Commission as Exhibit 10.16 to the Registrant’s Form 10-Q for
quarterly period ended June 30, 2008 and incorporated herein by
reference)
|
31.1*
|
Certification
of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
|
31.2*
|
Certification
of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
|
32.1*
|
Certification
of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350 as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
|
32.2*
|
Certification
of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 as Adopted
Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
|
*
filed with this report
|