[X]
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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OR
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[ ]
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from . . . . . . . . . . . . to . . . . . . . . . . . . . .
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Commission File No. 001-10852
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|
International Shipholding Corporation
|
|
(Exact name of registrant as specified in its charter)
|
Delaware
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36-2989662
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(State or other jurisdiction of
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(I.R.S. Employer
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incorporation or organization)
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Identification No.)
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11 North Water Street, Suite 18290, Mobile, Alabama | 36602 |
(Address of principal executive offices) | (Zip Code) |
|
Registrant's telephone number, including area code: (251) 243-9100
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INTERNATIONAL SHIPHOLDING CORPORATION
|
||
2 | ||
FINANCIAL STATEMENTS (unaudited)
|
||
|
||
25 | ||
ITEM 1 - | LEGAL PROCEEDINGS | 25 |
25 | ||
25 | ||
26 |
INTERNATIONAL SHIPHOLDING CORPORATION
|
||||||||
(All Amounts in Thousands Except Share Data)
|
||||||||
(Unaudited)
|
||||||||
Three Months Ended March 31,
|
||||||||
2013
|
2012
|
|||||||
Revenues
|
$ | 81,124 | $ | 65,204 | ||||
Operating Expenses:
|
||||||||
Voyage Expenses
|
69,591 | 50,826 | ||||||
Vessel Depreciation
|
5,771 | 6,357 | ||||||
Other Depreciation
|
23 | - | ||||||
Administrative and General Expenses
|
5,433 | 5,508 | ||||||
Gain on Sale of Other Assets
|
- | (3,799 | ) | |||||
Total Operating Expenses
|
80,818 | 58,892 | ||||||
Operating Income
|
306 | 6,312 | ||||||
Interest and Other:
|
||||||||
Interest Expense
|
2,201 | 2,727 | ||||||
Derivative Gain
|
(77 | ) | (149 | ) | ||||
Gain on Sale of Investment
|
- | (42 | ) | |||||
Other Income from Vessel Financing
|
(555 | ) | (622 | ) | ||||
Investment Income
|
(40 | ) | (128 | ) | ||||
Foreign Exchange Gain
|
(3,181 | ) | (3,648 | ) | ||||
(1,652 | ) | (1,862 | ) | |||||
Income Before Provision for Income Taxes and
|
||||||||
Equity in Net Loss of Unconsolidated Entities
|
1,958 | 8,174 | ||||||
Provision for Income Taxes:
|
||||||||
Current
|
35 | 168 | ||||||
35 | 168 | |||||||
Equity in Net Loss of Unconsolidated
|
||||||||
Entities (Net of Applicable Taxes)
|
(270 | ) | (70 | ) | ||||
Net Income
|
$ | 1,653 | $ | 7,936 | ||||
Preferred Stock Dividends
|
251 | - | ||||||
Net Income Available to Common Stockholders
|
$ | 1,402 | $ | 7,936 | ||||
Basic and Diluted Earnings Per Common Share:
|
||||||||
Basic Earnings Per Common Share:
|
$ | 0.19 | $ | 1.11 | ||||
Diluted Earnings Per Common Share:
|
$ | 0.19 | $ | 1.11 | ||||
Weighted Average Shares of Common Stock Outstanding:
|
||||||||
Basic
|
7,212,901 | 7,170,611 | ||||||
Diluted
|
7,233,400 | 7,170,611 | ||||||
Dividends Per Common Share
|
$ | 0.250 | $ | 0.250 | ||||
INTERNATIONAL SHIPHOLDING CORPORATION
|
||||||||
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
|
||||||||
(All Amounts in Thousands Except Share Data)
|
||||||||
(Unaudited)
|
||||||||
Three Months ended March 31,
|
||||||||
2013
|
2012
|
|||||||
Net Income
|
$ | 1,653 | $ | 7,936 | ||||
Other Comprehensive Income:
|
||||||||
Unrealized Foreign Currency Translation Gain
|
40 | 91 | ||||||
Unrealized Holding Gain on Marketable Securities
|
- | 151 | ||||||
Change in Fair Value of Derivatives
|
547 | 1,197 | ||||||
Change in Defined Benefit Plan
|
311 | 259 | ||||||
Comprehensive Income
|
$ | 2,551 | $ | 9,634 | ||||
INTERNATIONAL SHIPHOLDING CORPORATION
|
||||||||
CONDENSED CONSOLIDATED BALANCE SHEETS
|
||||||||
(All Amounts in Thousands)
|
||||||||
(Unaudited)
|
||||||||
March 31,
|
December 31,
|
|||||||
ASSETS
|
2013
|
2012
|
||||||
|
||||||||
Cash and Cash Equivalents
|
$ | 30,761 | $ | 19,868 | ||||
Restricted Cash
|
8,000 | 8,000 | ||||||
Accounts Receivable, Net of Allowance for Doubtful Accounts
|
38,291 | 32,891 | ||||||
Net Investment in Direct Financing Leases
|
- | 3,540 | ||||||
Other Current Assets
|
7,271 | 8,392 | ||||||
Notes Receivable
|
4,412 | 4,383 | ||||||
Material and Supplies Inventory
|
11,143 | 11,847 | ||||||
Total Current Assets
|
99,878 | 88,921 | ||||||
Investment in Unconsolidated Entities
|
12,530 | 12,676 | ||||||
Net Investment in Direct Financing Leases
|
- | 13,461 | ||||||
Vessels, Property, and Other Equipment, at Cost:
|
||||||||
Vessels
|
541,617 | 525,172 | ||||||
Building
|
1,211 | 1,211 | ||||||
Land
|
623 | 623 | ||||||
Leasehold Improvements
|
26,348 | 26,348 | ||||||
Construction in Progress
|
6,950 | 10 | ||||||
Furniture and Equipment
|
11,507 | 11,614 | ||||||
588,256 | 564,978 | |||||||
Less - Accumulated Depreciation
|
(157,568 | ) | (151,318 | ) | ||||
430,688 | 413,660 | |||||||
Other Assets:
|
||||||||
Deferred Charges, Net of Accumulated Amortization
|
23,079 | 19,892 | ||||||
Intangible Assets, Net of Accumulated Amortization
|
43,913 | 45,784 | ||||||
Due from Related Parties
|
1,854 | 1,709 | ||||||
Notes Receivable
|
32,251 | 33,381 | ||||||
Goodwill
|
2,771 | 2,700 | ||||||
Other
|
5,930 | 5,509 | ||||||
109,798 | 108,975 | |||||||
TOTAL ASSETS
|
$ | 652,894 | $ | 637,693 | ||||
INTERNATIONAL SHIPHOLDING CORPORATION
|
||||||
CONDENSED CONSOLIDATED BALANCE SHEETS
|
||||||
(All Amounts in Thousands)
|
||||||
(Unaudited)
|
||||||
March 31,
|
December 31,
|
|||||
|
2013
|
2012
|
||||
|
|
|||||
Current Liabilities:
|
||||||
Current Maturities of Long-Term Debt
|
$
|
25,729
|
$
|
26,040
|
||
Accounts Payable and Accrued Liabilities
|
59,150
|
50,896
|
||||
Total Current Liabilities
|
84,879
|
76,936
|
||||
Long-Term Debt, Less Current Maturities
|
190,315
|
|
211,590
|
|||
Other Long-Term Liabilities:
|
||||||
Lease Incentive Obligation
|
5,962
|
6,150
|
||||
Other
|
85,200
|
80,718
|
||||
TOTAL LIABILITIES
|
366,356
|
375,394
|
||||
Stockholders' Equity:
|
||||||
Preferred Stock, $1.00 Par Value 9.50% Series A Cumulative Perpetual Preferred Stock
|
250
|
-
|
||||
287,500 shares authorized, 250,000 shares Issued and Outstanding at March 31, 2013
|
||||||
Common Stock, $1.00 Par Value, 20,000,000 Shares Authorized,
|
8,638
|
8,632
|
||||
7,225,945 and 7,203,935 Shares Issued and Outstanding at
|
||||||
March 31, 2013 and December 31, 2012, Respectively
|
||||||
Additional Paid-In Capital
|
109,652
|
86,362
|
||||
Retained Earnings
|
217,449
|
217,654
|
||||
Treasury Stock, 1,388,066 Shares at both March 31, 2013 and December 31, 2012, Respectively |
|
(25,403)
|
(25,403)
|
|||
Accumulated Other Comprehensive Loss
|
(24,048)
|
(24,946)
|
||||
TOTAL STOCKHOLDERS' EQUITY
|
286,538
|
262,299
|
||||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
|
$
|
652,894
|
$
|
637,693
|
INTERNATIONAL SHIPHOLDING CORPORATION
|
||||||||
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
|
||||||||
(All Amounts in Thousands)
|
||||||||
(Unaudited)
|
||||||||
Three Months Ended March 31,
|
||||||||
2013
|
2012
|
|||||||
Cash Flows from Operating Activities:
|
||||||||
Net Income
|
$ | 1,653 | $ | 7,936 | ||||
Adjustments to Reconcile Net Income to Net Cash Provided by
|
||||||||
Operating Activities:
|
||||||||
Depreciation
|
5,936 | 6,521 | ||||||
Amortization of Deferred Charges
|
1,913 | 1,789 | ||||||
Amortization of Intangible Assets
|
1,873 | 643 | ||||||
Non-Cash Share Based Compensation
|
273 | 340 | ||||||
Equity in Net Income of Unconsolidated Entities
|
270 | 70 | ||||||
Gain on Sale of Assets
|
- | (3,799 | ) | |||||
Gain on Sale of Investments
|
- | (42 | ) | |||||
Gain on Foreign Currency Exchange
|
(3,181 | ) | (3,648 | ) | ||||
Changes in:
|
||||||||
Deferred Drydocking Charges
|
(2,722 | ) | (1,924 | ) | ||||
Accounts Receivable
|
(5,400 | ) | (3,637 | ) | ||||
Inventories and Other Current Assets
|
1,932 | 121 | ||||||
Other Assets
|
422 | 1,714 | ||||||
Accounts Payable and Accrued Liabilities
|
3,488 | 429 | ||||||
Other Long-Term Liabilities
|
6,053 | (3,627 | ) | |||||
Net Cash Provided by Operating Activities
|
12,510 | 2,886 | ||||||
Cash Flows from Investing Activities:
|
||||||||
Principal payments received under Direct Financing Leases
|
558 | 1,518 | ||||||
Capital Improvements to Vessels and Other Assets
|
(3,612 | ) | (22,885 | ) | ||||
Proceeds from Sale of Assets
|
- | 130,315 | ||||||
Proceeds from Sale of Marketable Securities
|
- | 5 | ||||||
Purchase of Marketable Securities
|
- | (135 | ) | |||||
Investment in Unconsolidated Entities
|
- | (750 | ) | |||||
Net Decrease/(Increase) in Restricted Cash Account
|
- | 6,907 | ||||||
Acquisition of United Ocean Services, LLC
|
(2,475 | ) | - | |||||
Proceeds from Note Receivables
|
1,102 | 1,185 | ||||||
Net Cash (Used In)Provided by Investing Activities
|
(4,427 | ) | 116,160 | |||||
Cash Flows from Financing Activities:
|
||||||||
Issuance of Preferred Stock
|
23,438 | - | ||||||
Proceeds from Issuance of Debt
|
17,000 | 31,175 | ||||||
Repayment of Debt
|
(35,406 | ) | (134,292 | ) | ||||
Additions to Deferred Financing Charges
|
(396 | ) | (172 | ) | ||||
Common Stock Dividends Paid
|
(1,826 | ) | (3,004 | ) | ||||
Net Cash Provided by (Used In) Financing Activities
|
2,810 | (106,293 | ) | |||||
Net Increase in Cash and Cash Equivalents
|
10,893 | 12,753 | ||||||
Cash and Cash Equivalents at Beginning of Period
|
19,868 | 21,437 | ||||||
Cash and Cash Equivalents at End of Period
|
$ | 30,761 | $ | 34,190 |
Description
|
Amount Recognized as of Acquisition Date
(Dollars in Thousands)
|
|||
Working Capital including Cash Acquired
|
$
|
8,512
|
||
Inventory
|
6,510
|
|||
Property, Plant, & Equipment
|
60,037
|
|||
Identifiable Intangible Assets
|
45,131
|
|||
Total Assets Acquired
|
120,190
|
|||
Misc. Payables & Accrued Expenses
|
(5,469
|
)
|
||
Other Long Term Liability
|
(1,945)
|
|||
Total Liabilities Assumed
|
(7,414
|
)
|
||
Net Assets Acquired
|
112,776
|
|||
Total Consideration Transferred
|
(114,717
|
)
|
||
Goodwill*
|
$
|
1,943
|
·
|
the expected synergies and other benefits that we believe will result from combining the operations of UOS with our existing Jones Act operations.
|
·
|
any intangible assets that do not qualify for separate recognition, including an assembled workforce of the acquired company, and
|
·
|
the anticipated higher rate of return of UOS’s existing businesses as going concerns compared to the anticipated rate of return if we had acquired all of the net assets separately.
|
Three Months Ending
|
|||||
2012
|
|||||
Pro Forma
|
|||||
Revenues
|
$ | 82,270 | |||
Net earnings attributable to ISH
|
$ | 7,691 | |||
Net earnings per share attributable to ISH common stockholders:
|
|||||
Basic | $ | 1.07 | |||
Diluted | $ | 1.07 |
Description
|
Amount Recognized as of Acquisition Date
(Dollars in Thousands)
|
|||
Working Capital including Cash Acquired
|
$
|
18
|
||
Inventory
|
231
|
|||
Property, Plant, & Equipment
|
3,411
|
|||
Identifiable Intangible Assets
|
490
|
|||
Total Assets Acquired
|
4,150
|
|||
Misc. Payables & Accrued Expenses
|
(412
|
)
|
||
Long Term Debt
|
(3,490)
|
|||
Deferred Tax Liability
|
(453)
|
|||
Total Liabilities Assumed
|
(4,355
|
)
|
||
Net Liabilities Assumed
|
(205)
|
|||
Total Consideration Transferred
|
(623
|
)
|
||
Goodwill*
|
$
|
828
|
||
·
|
the expected synergies and other benefits that we believe will result from combining the operations of the Acquired Companies with our existing Rail-Ferry operations.
|
·
|
any intangible assets that do not qualify for separate recognition, including an assembled workforce of the acquired companies, and
|
·
|
the anticipated higher rate of return of the Acquired Companies existing businesses as going concerns compared to the anticipated rate of return if we had acquired all of the net assets separately.
|
New Segments
|
Prior Segments
|
· Jones Act
|
· Time Charter Contracts – U.S. Flag
|
· Pure Car Truck Carriers
|
· Time Charter Contracts – International flag
|
· Dry Bulk Carriers
|
· Contracts of Affreightment
|
· Rail-Ferry
|
· Rail-Ferry Service
|
· Specialty Contracts
|
· Other
|
· Other
|
(All Amounts in Thousands)
|
Jones Act
|
Pure Car Truck Carriers
|
Dry Bulk Carriers
|
Rail Ferry
|
Specialty Contracts
|
Other
|
Total
|
2013
|
|||||||
Revenues from External Customers
|
|||||||
Fixed Revenue
|
$ 31,855
|
$ 16,395
|
$ 874
|
$ -
|
$ 6,832
|
$ -
|
$ 55,956
|
Variable Revenue
|
-
|
11,477
|
3,361
|
9,128
|
855
|
347
|
25,168
|
Total Revenue from External Customers
|
31,855
|
27,872
|
4,235
|
9,128
|
7,687
|
347
|
81,124
|
Intersegment Revenues (Eliminated)
|
-
|
-
|
-
|
-
|
-
|
5,519
|
5,519
|
Intersegment Expenses (Eliminated)
|
-
|
-
|
-
|
-
|
-
|
(5,519)
|
(5,519)
|
Voyage Expenses
|
25,556
|
23,684
|
5,203
|
7,671
|
7,497
|
(20)
|
69,591
|
Loss (Income) of Unconsolidated Entities |
331
|
(61)
|
270
|
||||
Gross Voyage Profit (Loss)
|
6,299
|
4,188
|
(1,299)
|
1,518
|
190
|
367
|
11,263
|
Gross Voyage Profit Percentage
|
20%
|
15%
|
-31%
|
17%
|
2%
|
106%
|
14%
|
Vessel and Other Depreciation
|
1,107
|
2,039
|
1,638
|
495
|
515
|
-
|
5,794
|
Gross Profit (Loss)
|
5,192
|
2,149
|
(2,937)
|
1,023
|
(325)
|
367
|
5,469
|
Interest Expense
|
341
|
616
|
835
|
163
|
133
|
113
|
2,201
|
Segment Profit (Loss)
|
$ 4,851
|
$ 1,533
|
$ (3,772)
|
$ 860
|
$ (458)
|
$ 254
|
$ 3,268
|
2012
|
|||||||
Revenues from External Customers
|
|||||||
Fixed Revenue
|
$ 6,306
|
$ 20,015
|
$ 2,437
|
$ -
|
$ -
|
$ -
|
$ 28,758
|
Variable Revenue
|
-
|
12,587
|
3,073
|
9,201
|
11,298
|
287
|
36,446
|
Total Revenue from External Customers
|
6,306
|
32,602
|
5,510
|
9,201
|
11,298
|
287
|
65,204
|
Intersegment Revenues Eliminated
|
-
|
-
|
-
|
-
|
-
|
5,061
|
5,061
|
Intersegment Expenses (Eliminated)
|
-
|
-
|
-
|
-
|
-
|
(5,061)
|
(5,061)
|
Voyage Expenses
|
6,753
|
24,168
|
4,267
|
8,440
|
7,285
|
(87)
|
50,826
|
Loss (Income) of Unconsolidated Entities |
(42)
|
112
|
70
|
||||
Gross Voyage Profit (Loss)
|
(447)
|
8,434
|
1,285
|
649
|
4,013
|
374
|
14,308
|
Gross Voyage Profit Percentage
|
-7%
|
26%
|
23%
|
7%
|
36%
|
130%
|
22%
|
Vessel and Other Depreciation
|
305
|
3,473
|
1,363
|
698
|
516
|
2
|
6,357
|
Gross (Loss) Profit
|
(752)
|
4,961
|
(78)
|
(49)
|
3,497
|
372
|
7,951
|
Interest Expense
|
52
|
1,065
|
1,087
|
221
|
170
|
132
|
2,727
|
Segment (Loss) Profit
|
$ (804)
|
$ 3,896
|
$ (1,165)
|
$ (270)
|
$ 3,327
|
$ 240
|
$ 5,224
|
(All Amounts in Thousands)
|
Three Months Ended March 31,
|
|||||||
Profit or Loss:
|
2013
|
2012
|
||||||
Total Profit for Reportable Segments
|
$ | 3,268 | $ | 5,224 | ||||
Unallocated Amounts:
|
||||||||
Administrative and General Expenses
|
(5,433 | ) | (5,508 | ) | ||||
Gain on Sale of Other Assets
|
- | 3,799 | ||||||
Derivative Gain
|
77 | 149 | ||||||
Gain on Sale of Investment
|
- | 42 | ||||||
Other Income from Vessel Financing
|
555 | 622 | ||||||
Investment Income
|
40 | 128 | ||||||
Foreign Exchange Gain
|
3,181 | 3,648 | ||||||
Provisions for Income Taxes
|
(35 | ) | (168 | ) | ||||
Net Income
|
$ | 1,653 | $ | 7,936 |
Three Months Ended March 31,
|
||||||||
2013
|
2012
|
|||||||
(Amounts in thousands)
|
||||||||
Oslo Bulk, AS
|
$ | 41 | $ | 281 | ||||
Oslo Bulk Holdings PTE Ltd.
(formerly known as Tony Bulkers PTE Ltd.)
|
(372 | ) | (239 | ) | ||||
Other
|
61 | (112 | ) | |||||
Total Equity in Net Loss of Unconsolidated Entities
|
$ | (270 | ) | $ | (70 | ) |
Three Months Ended March 31,
|
||||||||
2013
|
2012
|
|||||||
Numerator
|
||||||||
Net Income
|
$ | 1,653 | $ | 7,936 | ||||
Preferred Stock Dividends (1)
|
251 | - | ||||||
Net Income Available to Common Stockholders - Basic
|
$ | 1,402 | $ | 7,936 | ||||
Net Income Available to Common Stockholders - Diluted
|
$ | 1,402 | $ | 7,936 | ||||
Denominator
|
||||||||
Weighted Average Shares of Common Stock
|
||||||||
Outstanding:
|
||||||||
Basic
|
7,212,901 | 7,170,611 | ||||||
Plus:
|
||||||||
Effect of dilutive restrictive stock (2)
|
20,499 | - | ||||||
Diluted
|
7,233,400 | 7,170,611 | ||||||
Basic Earnings Per Common Share:
|
||||||||
Net Income per share - Basic
|
$ | 0.19 | $ | 1.11 | ||||
Net Income per share - Diluted
|
$ | 0.19 | $ | 1.11 |
(1)
|
Cumulative undeclared dividends as of March 31, 2013.
|
(2)
|
The Company’s relative performance awards of 1,394 shares were anti-dilutive and not included in the total dilutive shares.
|
(All amounts in thousands)
|
||||||
Inventory Classes
|
2013 |
2012
|
||||
Spares Inventory
|
$
|
3,466
|
$ |
3,652
|
|
|
Fuel Inventory
|
4,048
|
4,633 |
|
|||
Warehouse Inventory
|
3,629
|
3,562 |
|
|||
$
|
11,143
|
$ |
11,847
|
|
(all amounts in thousands)
|
|||||||||||||||||||||
Amortization Period
|
Balance at 12/31/12
|
Additions
|
Retirements/Disposals
|
Amortization
|
Balance at 3/31/13
|
||||||||||||||||
Indefinite Life Intangibles
|
|||||||||||||||||||||
Goodwill (1)
|
$ | 2,700 | $ | 71 | $ | - | $ | - | $ | 2,771 | |||||||||||
Total Indefinite Life Intangibles
|
2,700 | 71 | - | - | 2,771 | ||||||||||||||||
Definite Life Intangibles
|
|||||||||||||||||||||
Trade names - FSI
|
240 months
|
63 | - | - | (1 | ) | 63 | ||||||||||||||
Trade names - UOS
|
96 months
|
1,786 | - | - | (56 | ) | 1,730 | ||||||||||||||
Customer Relationships - FSI
|
240 months
|
417 | - | - | (5 | ) | 412 | ||||||||||||||
Customer Relationships - UOS
|
96 months
|
30,605 | - | - | (966 | ) | 29,639 | ||||||||||||||
Favorable Lease - UOS
|
13 months
|
941 | - | - | (200 | ) | 741 | ||||||||||||||
Favorable Lease - UOS EBO
|
11,328 | - | - | - | 11,328 | ||||||||||||||||
Favorable Charter
|
24 months
|
644 | - | - | (644 | ) | - | ||||||||||||||
Total Definite Life Intangibles
|
45,784 | - | - | (1,873 | ) | 43,913 | |||||||||||||||
Total Intangibles
|
$ | 48,484 | $ | 71 | $ | - | $ | (1,873 | ) | $ | 46,684 |
(1) The addition of $71,000 in goodwill is associated with post acquisition settlement adjustments on our 2012 acquistions.
|
||||||
FSI was increased by $29,000 and UOS was increased by $42,000.
|
·
|
Level 1 Inputs - Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.
|
·
|
Level 2 Inputs - Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These might include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (including interest rates, volatilities, prepayment speeds, credit risks) or inputs that are derived principally from or corroborated by market data by correlation or other means.
|
·
|
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
|
||||||||||||
Derivative assets
|
$ | - | $ | 177 | $ | - | $ | 177 | ||||||||
Derivative liabilities
|
$ | - | $ | (6,424 | ) | $ | - | $ | (6,424 | ) | ||||||
Asset Derivatives
|
Liability Derivatives
|
||||
2013
|
2013
|
||||
Current Notional
|
Balance Sheet
|
Fair Value
|
Balance Sheet
|
Fair Value
|
|
As of March 31, 2013
|
Amount
|
Location
|
Location
|
||
Interest Rate Swaps - L/T*
|
$67,544
|
Other Liabilities
|
($6,143)
|
||
Foreign Exchange Contracts
|
$3,800
|
Other Assets
|
$177
|
||
Foreign Exchange Contracts
|
$3,000
|
Current Liabilities
|
($281)
|
||
Total Derivatives designated as hedging instruments
|
$74,344
|
$177
|
($6,424)
|
Gain(Loss) Recognized in OCI
|
Location of Gain(Loss) Reclassified from AOCI to Income
|
Amount of Gain(Loss) Reclassified from AOCI to Income
|
Gain (Loss) Recognized in Income from Ineffective portion
|
|
Year Ended March 31, 2013
|
2013
|
2013
|
2013
|
|
Interest Rate Swaps
|
$542
|
Interest Expense
|
($478)
|
$77
|
Foreign Exchange contracts
|
$5
|
Other Revenues
|
$29
|
$0
|
Total
|
$547
|
-
|
($449)
|
$77
|
Effective
Date
|
Termination
Date
|
Current Notional Amount
|
Swap Rate
|
Type
|
9/26/05
|
9/28/15
|
$ 6,000,000
|
4.41%
|
Variable-to-Fixed
|
9/26/05
|
9/28/15
|
$ 6,000,000
|
4.41%
|
Variable-to-Fixed
|
3/15/09
|
9/15/20
|
*$ 55,543,763
|
2.065%
|
Variable-to-Fixed
|
Total:
|
$ 67,543,763
|
(Amounts in Thousands)
|
||||||||
Transaction Date
|
Type of Currency
|
Amount Available in Dollars
|
Effective Date
|
Expiration Date
|
||||
May 2012
|
Peso
|
$300
|
January 2013
|
May 2013
|
||||
May 2012
|
Peso
|
$100
|
January 2013
|
May 2013
|
||||
May 2012
|
Peso
|
$700
|
June 2013
|
December 2013
|
||||
December 2012
|
Yen
|
$1,500
|
December 2012
|
September 2013
|
||||
December 2012
|
Yen
|
$1,500
|
December 2012
|
December 2013
|
||||
January 2013
|
Rupiah
|
$2,700
|
January 2013
|
December 2013
|
||||
$6,800
|
Long-term debt consisted of the following:
|
||||||
( in thousands)
|
Interest Rate
|
Total Principal Due
|
||||
March 31,
|
December 31,
|
Maturity
|
March 31,
|
December 31,
|
||
Description
|
2013
|
2012
|
Date
|
2013
|
2012
|
|
Secured:
|
||||||
Notes Payable – Variable Rate
|
1
|
2.0346%
|
2.0600%
|
2015
|
$ 12,000
|
$ 12,666
|
Notes Payable – Variable Rate
|
2.5537%
|
2.5590%
|
2017
|
13,063
|
13,436
|
|
Notes Payable – Variable Rate
|
2
|
2.7037%
|
2.7090%
|
2017
|
28,500
|
30,000
|
Notes Payable – Variable Rate
|
2.78-2.80%
|
2.81-2.85%
|
2018
|
47,840
|
48,760
|
|
Notes Payable – Variable Rate
|
3
|
2.7801%
|
2.8090%
|
2018
|
18,038
|
18,896
|
Notes Payable – Variable Rate
|
3
|
2.8158%
|
2.8158%
|
2018
|
17,593
|
17,908
|
Notes Payable – Variable Rate
|
2.9536%
|
2.9810%
|
2018
|
14,910
|
15,620
|
|
Notes Payable – Variable Rate
|
4
|
1.8100%
|
1.8314%
|
2020
|
37,845
|
42,089
|
Unsecured Line of Credit
|
5
|
3.9600%
|
3.9597%
|
2014
|
26,255
|
38,255
|
216,044
|
237,630
|
|||||
Less Current Maturities |
(25,729)
|
(26,040)
|
||||
$ 190,315
|
$ 211,590
|
1.
|
We have interest rate swap agreements in place to fix the interest rate on our variable rate note payable expiring in 2015 at 4.41%. After applicable margin adjustments, the effective interest rate on this note payable is fixed at 6.16%. The swap agreements are for the same terms as the associated note payable.
|
2.
|
We entered into a variable rate financing agreement with Capital One N.A. on November 30, 2012 for a five year facility totaling $30 million to finance a portion of the acquisition of UOS. This facility was fully drawn prior to the end of 2012.
|
3.
|
We entered into a variable rate financing agreement with ING Bank N.V., London branch on June 20, 2011 for a seven year facility to finance the acquisition of a Cape Size vessel and a Handymax Bulk Carrier Newbuilding, both of which we acquired a 100% interest in as a result of our acquisition of Dry Bulk. Pursuant to the terms of the facility, the lender agreed to provide a secured term loan facility divided into two tranches: Tranche A, fully drawn on June 20, 2011 in the amount of $24.2 million, and Tranche B, providing up to $23.3 million of additional credit. Under Tranche B, we drew $6.1 million in November 2011 and $12.7 million on January 24, 2012.
|
4.
|
We have an interest rate swap agreement in place to fix the interest rate on our variable rate note payable expiring in 2020 at 2.065%. After applicable margin adjustments, the effective interest rate on this note payable is fixed at 3.715%. The swap agreement is for the same term as the associated note payable.
|
5.
|
Effective November 28, 2012, our revolving credit facility was increased from $30 million to $42 million to provide additional funds for working capital purposes. This revolver was considered fully drawn at December 31, 2012 and the $12 million increase was fully repaid in January 2013. At the point of repayment, the revolving credit facility was reduced back to $30 million with $3.745 million used as collateral for various letters of credit. At March 31, 2013, the $30 million revolver was considered fully drawn with $9 million repaid in early April 2013. The expiration of this facility is July of 2014. The net weighted average interest rate on all of our long-term debt after consideration of the effect of our interest rate swaps at March 31, 2013 and December 31, 2012 was 3.3469% and 3.2645%, respectively.
|
Stockholders'
|
||||
(Amounts in thousands)
|
Equity
|
|||
Balance December 31, 2012
|
$ | 262,299 | ||
Net Income
|
1,653 | |||
Issuance of Preferred Stock
|
23,438 | |||
Common Stock Dividends
|
(1,858 | ) | ||
Unrealized Foreign Currency Translation Gain
|
40 | |||
Net Change in Fair Value of Derivatives
|
547 | |||
Net Change in Funding Status of Defined
Benefit Plan
|
311 | |||
Stock-based compensation expense
(net of forfeited shares)
|
108 | |||
Balance March 31, 2013
|
$ | 286,538 | ||
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, 2013– January 31, 2013
|
-
|
-
|
-
|
285,377
|
February 1, 2013 – February 28, 2013
|
-
|
-
|
-
|
285,377
|
March 1, 2013 – March 31, 2013
|
-
|
-
|
-
|
285,377
|
(Amounts in Thousands Except per Share Data )
|
Total
|
|||
Per Share
|
Dividend
|
|||
Record Date
|
Payment Date
|
Amount
|
Paid
|
|
February 19, 2013
|
March 4, 2013
|
$ 0.250
|
$ 1,803
|
|
$ 1,803
|
||||
Three Months ended March 31,
|
||||||||
2013
|
2012
|
|||||||
Stock-Based Compensation
|
||||||||
Expense:
|
|
|
||||||
Stock Grants to Directors & Officers
|
$ | 30,000 | $ | 340,000 | ||||
RSUs Awards to Officers
|
243,000 | - | ||||||
Related Reduction in
|
||||||||
Earnings Per Share 1
|
$ | (0.03 | ) | $ | (0.05 | ) | ||
1 Same for basic and diluted earnings per share
|
2013
|
||
Shares
|
Weighted Average Fair Value Per Share
|
|
Non-vested – December 31, 2012
|
-
|
-
|
Unrestricted Shares Granted
|
6,708
|
$17.89
|
Shares Vested
|
(6,708)
|
$17.89
|
Shares Forfeited
|
-
|
-
|
Non-vested – March 31, 2013
|
-
|
-
|
Number of RSUs
|
Weighted- Average Grant Date Fair Value
|
|
Non-vested –December 31, 2012
|
65,500
|
$21.48
|
Additional Absolute RSU’s Awarded *
|
8,188
|
19.35
|
Absolute RSU’s Vested – March 11, 2013
|
(18,188)
|
19.35
|
Absolute RSU’s Retired – March 11, 2013**
|
(6,349)
|
20.07
|
Relative Performance RSU’s Vested – March 11, 2013
|
(5,300)
|
18.18
|
Relative Performance RSU’s Retired – March 11, 2013**
|
(1,837)
|
20.07
|
Non-vested – March 31, 2013
|
42,014
|
$22.68
|
Changes in Accumulated Other Comprehensive Income by Component
|
||||||||||||||||
For three months ending March 31, 2013
|
||||||||||||||||
Gains and Losses on Derivatives Fair Value *
|
Unrealized Translation Loss
|
Defined Benefit Pension Items
|
Total
|
|||||||||||||
Beginning balance
|
$ | 7,352 | $ | 350 | $ | 17,244 | $ | 24,946 | ||||||||
Other comprehensive income
|
||||||||||||||||
before reclassification
|
(175 | ) | (40 | ) | - | (215 | ) | |||||||||
Amount reclassified from accumulated
|
(372 | ) | - | (311 | ) | (683 | ) | |||||||||
other comprehensive income
|
||||||||||||||||
Net current-period other
|
||||||||||||||||
comprehensive income
|
(547 | ) | (40 | ) | (311 | ) | (898 | ) | ||||||||
Ending balance
|
$ | 6,805 | $ | 310 | $ | 16,933 | $ | 24,048 | ||||||||
Reclassifications out of Accumulated Other Comprehensive Income
|
|||||
For three months ending March 31, 2013
|
|||||
Details about Accumulated Other Comprehensive Income Components
|
Amount Reclassified from Accumulated Other Comprehensive Income
|
Affected Line Item in the Statement Where Net Income is Presented
|
|||
Gains and losses on derivatives fair value
|
|||||
Interest rate contracts
|
$ | (401 | ) |
Interest expense
|
|
Foreign exchange contracts
|
29 |
Other revenues
|
|||
(372 | ) |
Total before tax
|
|||
- |
Tax (expense) or benefit
|
||||
(372 | ) |
Net of tax
|
|||
Amortization of defined benefit pension items
|
|||||
Prior service costs
|
(24 | ) |
A&G Expense
|
||
Actuarial losses
|
(287 | ) |
A&G Expense
|
||
(311 | ) |
Total before tax
|
|||
- |
Tax (expense) or benefit
|
||||
(311 | ) |
Net of tax
|
|||
Total reclassifications for the period
|
$ | (683 | ) |
Net of tax
|
Pension Plan
|
Postretirement Benefits
|
|||||||||||||||
( Amounts in Thousands)
|
Three Months Ended March 31,
|
Three Months Ended March 31,
|
||||||||||||||
Components of net periodic benefit cost:
|
2013
|
2012
|
2013
|
2012
|
||||||||||||
Service cost
|
$ | 190 | $ | 164 | $ | 6 | $ | 13 | ||||||||
Interest cost
|
336 | 357 | 119 | 130 | ||||||||||||
Expected return on plan assets
|
(557 | ) | (497 | ) | - | - | ||||||||||
Amortization of prior service cost
|
(1 | ) | (1 | ) | 25 | (3 | ) | |||||||||
Amortization of Net Loss
|
223 | 192 | 63 | 71 | ||||||||||||
Net periodic benefit cost
|
$ | 191 | $ | 215 | $ | 213 | $ | 211 | ||||||||
·
|
maximize the usage of our newly-purchased and incumbent vessels and other assets on favorable economic terms, including our ability to (i) renew our time charters and contracts when they expire, (ii) maximize our carriage of supplemental cargoes and (iii) improve the return on our dry bulk fleet if and when market conditions improve;
|
·
|
timely and successfully respond to competitive or technological changes affecting our markets;
|
·
|
effectively handle our leverage by servicing and complying with each of our debt instruments, thereby avoiding any defaults under those instruments and avoiding cross defaults under others;
|
·
|
secure financing on satisfactory terms to repay existing debt or support operations, including to acquire, modify, or construct vessels if such financing is necessary to service the potential needs of current or future customers;
|
·
|
successfully retain and hire key personnel, and successfully negotiate collective bargaining agreements on reasonable terms without work stoppages;
|
·
|
service our preferred stock dividend payments and to continue to pay a quarterly common stock dividend, which may be affected by changes, among other things, in our cash requirements, spending plans, business strategies, cash flows or financial position;
|
·
|
procure adequate insurance coverage on acceptable terms; and
|
·
|
manage the amount and rate of growth of our operating, capital, administrative and general expenses.
|
·
|
changes in domestic or international transportation markets that reduce the demand for shipping generally or our vessels in particular;
|
·
|
industry-wide changes in cargo freight rates, charter rates, vessel design, vessel utilization or vessel valuations, or in charter hire, fuel or other operating expenses;
|
·
|
the rate at which competitors add or scrap vessels, as well as demolition scrap prices and the availability of scrap facilities in the areas in which we operate;
|
·
|
the possibility that the anticipated benefits from the UOS acquisition cannot be fully realized or may take longer to realize than expected.
|
·
|
political events in the United States and abroad, including terrorism, piracy and trade restrictions, and the response of the U.S. and other nations to those events;
|
·
|
election results and the appropriation of funds by the U.S. Congress;
|
·
|
changes in foreign currency exchange rates or interest rates;
|
·
|
changes in laws and regulations, including those related to government assistance programs, inspection programs, trade controls and protection of the environment;
|
·
|
unexpected out-of-service days on our vessels whether due to unplanned maintenance, natural disasters, piracy or other causes;
|
·
|
our continued access to credit on favorable terms
|
·
|
the ability of customers to fulfill their obligations with us, including the timely receipt of payments by the U.S. government;
|
·
|
the performance of our unconsolidated subsidiaries;
|
·
|
the impact on our financial statements of nonrecurring accounting charges that may result from, among other things, our ongoing evaluation of business strategies, asset valuations, and organizational structures;
|
·
|
the frequency and severity of claims against us, and unanticipated outcomes of current or possible future legal proceedings; and
|
·
|
the effects of more general factors such as changes in tax laws or rates, in accounting policies or practices, in medical or pension costs, or in general market, labor or economic conditions.
|
§
|
Decrease in consolidated gross voyage profit of $3.1 million.
|
§
|
Administrative and General Expenses were flat quarter over quarter.
|
§
|
Decrease in interest cost due to repayment of loans primarily due to the sale of vessels in early 2012.
|
§
|
An increase in our loss from unconsolidated entities from $70,000 in the first quarter of 2012 to $270,000 in the first quarter of 2013 due to fees associated with our four newly acquired 25% owned mini-bulkers.
|
§
|
Foreign exchange gain of $3.2 million in first quarter 2013 as compared to $3.6 million for the same period in 2012.
|
§
|
Increase of $6.7 million in gross voyage profit.
|
§
|
First full quarter of operations for UOS.
|
§
|
Increase in tonnage carried on the Molten Sulphur Carrier.
|
§
|
Decrease in gross voyage profits from $8.4 million to $4.2 million.
|
§
|
Sale of two of the PCTC’s and one of our PCTC’s lower charter hire rate and increase in operating lease expense.
|
§
|
Decrease in gross voyage profit of approximately $2.6 million.
|
§
|
Charter rates near historical lows in the dry bulk market.
|
§
|
Expenses associated with positioning costs on our four newly acquired 25% owned mini-bulkers.
|
§
|
Increase in gross voyage profit of $869,000 due to lower operating cost and lower amortization expenses.
|
§
|
Decrease of $3.8 million in gross voyage profit results primarily driven by the termination of MSC contracts in early 2012 and fees and positioning expenses of our redelivered ice-strengthened multi-purpose vessel redelivered from MSC.
|
§
|
Total cash and cash equivalents of $31 million.
|
§
|
Cash generated from operations of $12.5 million.
|
§
|
Working capital of $15.0 million.
|
§
|
Debt payments of $35.4 million, including $12.0 million repayment on our line of credit.
|
§
|
Reduction in outstanding debt to $216 million.
|
§
|
Leverage ratio (debt obligation/EBITDA) of 3.50.
|
·
|
the average remaining term of our contracts deploying Jones Act Vessels was five years;
|
·
|
the average remaining term of our contracts deploying PCTC’s was seven years;
|
·
|
the average remaining term of our contracts in our Specialty Contracts segment was two years.
|
INTERNATIONAL SHIPHOLDING CORPORATION
|
|||||||||||
FLEET STATISTICS
|
|||||||||||
March 31, 2013
|
|||||||||||
Vessels
|
Year Built
|
Business Segment (1)
|
Owned
|
Bareboat Charter/ Leased
|
Operating Contracts
|
Partially Owned
|
Time Chartered
|
Weight Carrying Capacity (MT)
|
|||
1
|
ENERGY ENTERPRISE
|
BELT SELF-UNLOADING BULK CARRIER
|
1983
|
Jones Act
|
X
|
38,847
|
|||||
2
|
SULPHUR ENTERPRISE
|
MOLTEN SULPHUR CARRIER
|
1994
|
Jones Act
|
X
|
27,678
|
|||||
3
|
DORIS GUENTHER/SHARON DEHART
|
ATB TUG/BARGE UNIT
|
1981/1973
|
Jones Act
|
X
|
23,314
|
|||||
4
|
PEGGY PALMER/NAIDA RAMIL
|
ATB TUG/BARGE UNIT (2)
|
1981/1994
|
Jones Act
|
X
|
34,367
|
|||||
5
|
BETTY WOOD/PAT CANTRELL
|
ATB TUG/BARGE UNIT (3)
|
1984/1973
|
Jones Act
|
X
|
33,529
|
|||||
6
|
GAYLE EUSTACE/BARBARA KESSEL
|
ITB TUG/BARGE UNIT
|
1977
|
Jones Act
|
X
|
33,220
|
|||||
7
|
MARY ANN HUDSON
|
BULK CARRIER
|
1981
|
Jones Act
|
X
|
37,061
|
|||||
8
|
SHEILA MCDEVITT
|
BULK CARRIER
|
1980
|
Jones Act
|
X
|
37,244
|
|||||
9
|
ROSIE PARIS
|
HARBOR TUG
|
1974
|
Jones Act
|
X
|
N/A
|
|||||
10
|
GREEN BAY
|
PURE CAR/TRUCK CARRIER
|
2007
|
PCTC
|
X
|
18,312
|
|||||
11
|
GREEN COVE
|
PURE CAR/TRUCK CARRIER
|
1999
|
PCTC
|
X
|
22,747
|
|||||
12
|
GREEN DALE
|
PURE CAR/TRUCK CARRIER
|
1999
|
PCTC
|
X
|
16,157
|
|||||
13
|
GREEN LAKE
|
PURE CAR/TRUCK CARRIER
|
1998
|
PCTC
|
X
|
22,799
|
|||||
14
|
GREEN POINT
|
PURE CAR/TRUCK CARRIER
|
1994
|
PCTC
|
X
|
14,930
|
|||||
15
|
GREEN RIDGE
|
PURE CAR/TRUCK CARRIER
|
1998
|
PCTC
|
X
|
21,523
|
|||||
16
|
GLOVIS COUNTESS
|
PURE CAR/TRUCK CARRIER
|
2010
|
PCTC
|
X
|
18,701
|
|||||
17
|
BALI SEA
|
ROLL-ON/ROLL-OFF SPV
|
1995
|
RF
|
X
|
20,737
|
|||||
18
|
BANDA SEA
|
ROLL-ON/ROLL-OFF SPV
|
1995
|
RF
|
X
|
20,664
|
|||||
19
|
EGS CREST
|
HANDYSIZE BULK CARRIER
|
2011
|
Dry Bulk
|
X
|
35,914
|
|||||
20
|
EGS TIDE
|
HANDYSIZE BULK CARRIER
|
2011
|
Dry Bulk
|
X
|
35,916
|
|||||
21
|
EGS WAVE
|
HANDYSIZE BULK CARRIER
|
2011
|
Dry Bulk
|
X
|
35,916
|
|||||
22
|
HANZE GRONINGEN
|
HANDYSIZE BULK CARRIER
|
2011
|
Dry Bulk |
|
X
|
35,000
|
||||
23
|
INTERLINK VERITY
|
HANDYSIZE BULK CARRIER
|
2012
|
Dry Bulk |
|
X
|
37,000
|
||||
24
|
BULK AUSTRALIA
|
CAPESIZE BULK CARRIER
|
2003
|
Dry Bulk
|
X
|
170,578
|
|||||
25
|
BULK AMERICAS
|
HANDYMAX BULK CARRIER
|
2012
|
Dry Bulk
|
X
|
57,959
|
|||||
26
|
OSLO BULK 1
|
MINI BULK CARRIER
|
2010
|
Dry Bulk |
|
X
|
8,040
|
||||
27
|
OSLO BULK 2
|
MINI BULK CARRIER
|
2010
|
Dry Bulk |
|
X
|
8,028
|
||||
28
|
OSLO BULK 3
|
MINI BULK CARRIER
|
2010
|
Dry Bulk |
|
X
|
8,029
|
||||
29
|
OSLO BULK 4
|
MINI BULK CARRIER
|
2010
|
Dry Bulk |
|
X
|
8,040
|
||||
30
|
OSLO BULK 5
|
MINI BULK CARRIER
|
2010
|
Dry Bulk |
|
X
|
8,040
|
||||
31
|
OSLO BULK 6
|
MINI BULK CARRIER
|
2011
|
Dry Bulk |
|
X
|
8,040
|
||||
32
|
OSLO BULK 7
|
MINI BULK CARRIER
|
2011
|
Dry Bulk |
|
X
|
8,040
|
||||
33
|
OSLO BULK 8
|
MINI BULK CARRIER
|
2011
|
Dry Bulk |
|
X
|
8,040
|
||||
34
|
OSLO BULK 9
|
MINI BULK CARRIER
|
2011
|
Dry Bulk |
|
X
|
8,040
|
||||
35
|
OSLO BULK 10
|
MINI BULK CARRIER
|
2011
|
Dry Bulk |
|
X
|
8,040
|
||||
36
|
OSLO CARRIER 1
|
MINI BULK CARRIER
|
2010
|
Dry Bulk |
|
X
|
9,300
|
||||
37
|
OSLO CARRIER 2
|
MINI BULK CARRIER
|
2010
|
Dry Bulk |
|
X
|
9,300
|
||||
38
|
OSLO CARRIER 3
|
MINI BULK CARRIER
|
2011
|
Dry Bulk |
|
X
|
9,300
|
||||
39
|
SEA STEAMER
|
MINI BULK CARRIER
|
2011
|
Dry Bulk |
|
X
|
9,300
|
||||
40
|
MAERSK ALABAMA
|
CONTAINER VESSEL
|
1998
|
SP
|
X
|
17,525
|
|||||
41
|
MAERSK CALIFORNIA
|
CONTAINER VESSEL
|
1992
|
SP
|
X
|
25,375
|
|||||
42
|
MARINA STAR 2
|
CONTAINER VESSEL
|
1982
|
SP
|
X
|
13,193
|
|||||
43
|
MARINA STAR 3
|
CONTAINER VESSEL
|
1983
|
SP
|
X
|
13,193
|
|||||
44
|
TERRITORY TRADER
|
CONTAINER VESSEL
|
1991
|
SP
|
X
|
3,183
|
|||||
45
|
FLORES SEA
|
MULTI-PURPOSE VESSEL
|
2008
|
SP
|
X
|
11,151
|
|||||
46
|
SAWU SEA
|
MULTI-PURPOSE VESSEL
|
2008
|
SP
|
X
|
11,184
|
|||||
47
|
OCEAN PORPOISE
|
TANKER
|
1996
|
SP
|
X
|
13,543
|
|||||
48
|
OCEAN HERO
|
TANKER
|
1996
|
SP
|
X
|
13,543
|
|||||
49
|
OSLO WAVE
|
ICE STRENGTHENED MULTI-PURPOSE VESSEL
|
2000
|
SP
|
X
|
17,381
|
|||||
50
|
ANET
|
MULTI-PURPOSE VESSEL
|
2010
|
SP
|
X
|
12,016
|
|||||
20
|
7
|
6
|
14
|
3
|
1,118,977
|
||||||
(1)
|
Business Segments:
|
||||||||||
Jones Act
|
Jones Act
|
||||||||||
PCTC
|
Pure Car Truck Carriers
|
||||||||||
RF
|
Rail-Ferry
|
||||||||||
Dry Bulk
|
Dry Bulk Carriers
|
||||||||||
SP
|
Specialty Contracts
|
||||||||||
(2)
|
Currently Inactive
|
||||||||||
(3)
|
Currently being reactivated.
|
Three Months Ended March 31,
|
||||||||
2013
|
2012
|
|||||||
Revenues
|
$ | 81,124 | $ | 65,204 | ||||
Voyage Expenses
|
$ | 69,591 | $ | 50,826 | ||||
Net Loss of Unconsolidated Entities
|
$ | 270 | $ | 70 | ||||
Gross Voyage Profit
|
$ | 11,263 | $ | 14,308 | ||||
Vessel Depreciation
|
$ | 5,771 | $ | 6,357 | ||||
Other Depreciation
|
$ | 23 | $ | - | ||||
Gross Profit
|
$ | 5,469 | $ | 7,951 | ||||
Other Operating Expenses:
|
||||||||
Administrative and General Expenses
|
$ | 5,433 | $ | 5,508 | ||||
Gain on Sale of Other Assets
|
$ | - | $ | (3,799 | ) | |||
Net Loss of Unconsolidated Entities (Add Back)
|
$ | (270 | ) | $ | (70 | ) | ||
Total Other Operating Expenses
|
$ | 5,163 | $ | 1,639 | ||||
Operating Income
|
$ | 306 | $ | 6,312 |
(All Amounts in Thousands)
|
Three Months Ended March 31,
|
|||||||
2013
|
2012
|
|||||||
Net Income
|
$ | 1,653 | $ | 7,936 | ||||
Foreign Exchange Gain
|
$ | (3,181 | ) | $ | (3,648 | ) | ||
Gain on Sale of Other Assets
|
$ | - | $ | (3,799 | ) | |||
Non-GAAP Net (Loss) Income
|
$ | (1,528 | ) | $ | 489 |
(All Amounts in Thousands)
|
Jones Act
|
Pure Car Truck Carriers
|
Dry Bulk Carriers
|
Rail Ferry
|
Specialty Contracts
|
Other
|
Total
|
2013
|
|||||||
Revenues from External Customers
|
|||||||
Fixed Revenue
|
$ 31,855
|
$ 16,395
|
$ 874
|
$ -
|
$ 6,832
|
$ -
|
$ 55,956
|
Variable Revenue
|
-
|
11,477
|
3,361
|
9,128
|
855
|
347
|
25,168
|
Total Revenue from External Customers
|
31,855
|
27,872
|
4,235
|
9,128
|
7,687
|
347
|
81,124
|
Intersegment Revenues (Eliminated)
|
-
|
-
|
-
|
-
|
-
|
5,519
|
5,519
|
Intersegment Expenses (Eliminated)
|
-
|
-
|
-
|
-
|
-
|
(5,519)
|
(5,519)
|
Voyage Expenses
|
25,556
|
23,684
|
5,203
|
7,671
|
7,497
|
(20)
|
69,591
|
Loss (Income) of Unconsolidated Entities |
331
|
(61)
|
270
|
||||
Gross Voyage Profit (Loss)
|
6,299
|
4,188
|
(1,299)
|
1,518
|
190
|
367
|
11,263
|
Gross Voyage Profit Percentage
|
20%
|
15%
|
-31%
|
17%
|
2%
|
106%
|
14%
|
Vessel and Other Depreciation
|
1,107
|
2,039
|
1,638
|
495
|
515
|
-
|
5,794
|
Gross Profit (Loss)
|
5,192
|
2,149
|
(2,937)
|
1,023
|
(325)
|
367
|
5,469
|
Interest Expense
|
341
|
616
|
835
|
163
|
133
|
113
|
2,201
|
Segment Profit (Loss)
|
$ 4,851
|
$ 1,533
|
$ (3,772)
|
$ 60
|
$ (458)
|
$ 54
|
$ 3,268
|
2012
|
|||||||
Revenues from External Customers
|
|||||||
Fixed Revenue
|
$ 6,306
|
$ 20,015
|
$ 2,437
|
$ -
|
$ -
|
$ -
|
$ 28,758
|
Variable Revenue
|
-
|
12,587
|
3,073
|
9,201
|
11,298
|
287
|
36,446
|
Total Revenue from External Customers
|
6,306
|
32,602
|
5,510
|
9,201
|
11,298
|
287
|
65,204
|
Intersegment Revenues Eliminated
|
-
|
-
|
-
|
-
|
-
|
5,061
|
5,061
|
Intersegment Expenses (Eliminated)
|
-
|
-
|
-
|
-
|
-
|
(5,061)
|
(5,061)
|
Voyage Expenses
|
6,753
|
24,168
|
4,267
|
8,440
|
7,285
|
(87)
|
50,826
|
Loss (Income) of Unconsolidated Entities |
(42)
|
112
|
70
|
||||
Gross Voyage Profit (Loss)
|
(447)
|
8,434
|
1,285
|
649
|
4,013
|
374
|
14,308
|
Gross Voyage Profit Percentage
|
-7%
|
26%
|
23%
|
7%
|
36%
|
130%
|
22%
|
Vessel and Other Depreciation
|
305
|
3,473
|
1,363
|
698
|
516
|
2
|
6,357
|
Gross (Loss) Profit
|
(752)
|
4,961
|
(78)
|
(49)
|
3,497
|
372
|
7,951
|
Interest Expense
|
52
|
1,065
|
1,087
|
221
|
170
|
132
|
2,727
|
Segment (Loss) Profit
|
$ (804)
|
$ 3,896
|
$ (1,165)
|
$ (270)
|
$ 3,327
|
$ 240
|
$ 5,224
|
Three Months ended March 31,
|
||||||||||||||
A&G Account
|
2013
|
2012
|
Variance
|
|||||||||||
Wages and Benefits
|
3,299 | 3,039 | 260 | (1 | ) | |||||||||
Executive Stock Compensation
|
273 | 340 | (67 | |||||||||||
Professional Services
|
316 | 461 | (145) | (2 | ) | |||||||||
Insurance and Workers Comp
|
162 | 118 | 44 | |||||||||||
Office Building Expense
|
428 | 336 | 92 | |||||||||||
System Hardware & Software
|
270 | 269 | 1 | |||||||||||
Other
|
685 | 944 | (259) | (3 | ) | |||||||||
TOTAL:
|
5,433 | 5,507 | (74) |
(1)
|
Wages and Benefits reflect higher wages and benefits due to additional employees from November 2012 acquisition of UOS.
|
(2)
|
Decrease to legal expenses and other professional services due to expenses in the first quarter of 2012 for the sale of two PCTCs.
|
(3)
|
Other decreased due to severance payments made in the first quarter of 2012. In addition to severance payments Other also includes Officers and Directors Fees, Dues and Subscriptions, Travel and Entertainment, and Communication expenses.
|
Capital Improvements to Vessels, Property and Other Equipment
|
||||
(Amounts in thousands)
|
Improvements funded through:
|
|||
Working
|
Debt
|
|||
Vessel
|
Capital
|
Financing
|
Total
|
|
Construction in Progress*
|
$ 3,522
|
-
|
$ 3,522
|
|
Other
|
89
|
-
|
89
|
|
$ 3,611
|
Actual
|
Required
|
|||||||
Net Worth (thousands of dollars) (1)
|
$ | 283,456 | $ | 276,004 | ||||
Working Capital (thousands of dollars) (2)
|
$ | 14,999 | $ | 1 | ||||
Interest Expense Coverage Ratio (minimum) (3)
|
6.90 | 2.50 | ||||||
Leverage Ratio - EBITDA (maximum) (4)
|
3.50 | 4.25 | ||||||
EBITDAR to Fixed Charges (minimum) (5)
|
1.32 | 1.10 | ||||||
Total Indebtedness Leverage Ratio – EBITDAR (maximum) (6)
|
3.53 | 4.75 |
1.
|
Defined as total assets (less Goodwill) minus total liabilities.
|
2.
|
Defined as total current assets minus total current liabilities.
|
3.
|
Defined as the ratio between consolidated earnings before interest, taxes, depreciation, and amortization (“EBITDA”) to interest expense.
|
4.
|
Defined as the ratio between consolidated indebtedness to consolidated EBITDA.
|
5.
|
Defined as the ratio between Fixed Charges to consolidated earnings before interest, taxes, depreciation, amortization and rent (“EBITDAR”).
|
6.
|
Defined as the ratio between adjusted unconsolidated indebtedness to consolidated EBITDAR.
|
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, 2013 – January 31, 2013
|
-
|
-
|
-
|
285,377
|
February 1, 2013 – February 28, 2013
|
-
|
-
|
-
|
285,377
|
March 1, 2013 – March 31, 2013
|
-
|
-
|
-
|
285,377
|
(2.1)
|
Purchase Agreement, dated as of October 9, 2012, execution between International Shipholding Corporation and United Maritime Group, LLC (filed with the Securities and Exchange Commission as Exhibit 2.1 to the Registrant's Form 8-K dated October 11, 2012 and incorporated herein by reference)
|
(3.1)
|
Restated Certificate of Incorporation of the Registrant, as amended through May 19, 2010 (filed with the Securities and Exchange Commission as Exhibit 3.1 to the Registrant's Form 10-Q dated July 28, 2010 and incorporated herein by reference)
|
(3.2)
|
By-Laws of the Registrant as amended through October 28, 2009 (filed with the Securities and Exchange Commission as Exhibit 3.2 to the Registrant's Form Current Report on Form 8-K dated November 2, 2009 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)
|
(4.2)
|
Certificate of Designations, Preferences and Rights of 9.50% Series A Cumulative Redeemable Perpetual Preferred Stock (filed with the Securities and Exchange Commission as Exhibit 3.3 to the Company’s Form 8-A dated February 20, 2013 and incorporated herein by reference).
|
(10.1)
|
Credit Agreement, dated as of August 2, 2010, by and among East Gulf Shipholding, Inc., as borrower, the Registrant, as guarantor, the banks and financial institutions listed therein, as lenders, and ING Bank N.V., London Branch, as facility agent and security trustee. (filed with the Securities and Exchange Commission as Exhibit 10.12 to the Registrant’s Form 10-Q/A dated December 23, 2010 and incorporated herein by reference) (On December 28, 2010, the Securities and Exchange Commission granted confidential treatment with respect to certain portions of this exhibit.)
|
(10.2)
|
$30,000,000 Revolving Loan to the Registrant and seven of its subsidiaries by Regions Bank dated March 7, 2008, as amended by instruments dated March 3, 2009, August 13, 2009, March 31, 2010, March 31, 2011, July 18, 2011 and March 31, 2012.
|
(10.3)
|
Credit Agreement, dated as of June 20, 2011, by and among Dry Bulk Australia Ltd. and Dry Bulk Americas Ltd., as joint and several borrowers, the Registrant, as guarantor, and ING Bank N.V. London branch, as lender, facility agent and security trustee (filed with the Securities and Exchange Commission as Exhibit 10.8 to the Registrant’s Form 10-Q for the quarterly period ended June 30, 2011 and incorporated herein by reference)
|
(10.4)
|
Credit Agreement, dated as of June 29, 2011, by and among LCI Shipholdings, Inc. and Waterman Steamship Corporation, as joint and several borrowers, the Registrant, as guarantor, DnB NOR Bank ASA and HSH Nordbank AG, New York Branch, as lenders, DnB NOR Bank ASA, as bookrunner, facility agent and security trustee and DnB NOR Bank ASA and HSH Nordbank AG, New York Branch, as mandated lead arrangers (filed with the Securities and Exchange Commission as Exhibit 10.9 to the Registrant’s Form 10-Q for the quarterly period ended June 30, 2011 and incorporated herein by reference)
|
(10.5)
|
International Shipholding Corporation 2011 Stock Incentive Plan (filed with the Securities and Exchange Commission as Exhibit 99.2 to the Registrant's Current Report dated April 27, 2011 on Form 8-K filed on April 29, 2011 and incorporated herein by reference)
|
(10.6)
|
Form of Incentive Agreement for Restricted Stock Units granted May 7, 2012 (filed with the Securities and Exchange Commission as Exhibit 10.1 to the Registrant’s Form Current Report on Form 8-K dated May 7, 2012 and incorporated herein by reference)
|
(10.7)
|
Form of Incentive Agreement dated April 23, 2013 under the International Shipholding Corporation 2011 Stock Incentive Plan.*
|
(10.8)
|
Amendment, dated April 23, 2013, to a Form of Incentive Agreement dated May 7, 2012 under the International Shipholding Corporation 2011 Stock Incentive Plan. *
|
(10.9)
|
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)
|
(10.10)
|
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)
|
(10.11)
|
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)
|
(10.12)
|
Form of Indemnification Agreement, by and between the Registrant and members of the Board of Directors, effective as of November 11, 2009 (filed with the Securities and Exchange Commission as Exhibit 10.20 to the Registrant’s Form 10-K for the annual period ended December 31, 2009 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 *
|