-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WrXwGSlTux6adb8W0pEikO7XTmnqROhzQmGOgiyNmTeeIWWQa8U/MoDAq+H+NUwm nmCWOniiL9oF/x1WXHGS8g== 0000278041-98-000004.txt : 19980518 0000278041-98-000004.hdr.sgml : 19980518 ACCESSION NUMBER: 0000278041-98-000004 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19980331 FILED AS OF DATE: 19980515 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTERNATIONAL SHIPHOLDING CORP CENTRAL INDEX KEY: 0000278041 STANDARD INDUSTRIAL CLASSIFICATION: DEEP SEA FOREIGN TRANSPORTATION OF FREIGHT [4412] IRS NUMBER: 362989662 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 001-10852 FILM NUMBER: 98623502 BUSINESS ADDRESS: STREET 1: 650 POYDRAS ST STE 1700 CITY: NEW ORLEANS STATE: LA ZIP: 70130 BUSINESS PHONE: 5045295461 10-Q 1 FIRST QUARTER 1998 FORM 10-Q 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 March 31, 1998 --------------- __ 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 (March 31, 1998) ------------------ 2 PART I - FINANCIAL INFORMATION ITEM 1-FINANCIAL STATEMENTS INTERNATIONAL SHIPHOLDING CORPORATION CONSOLIDATED CONDENSED STATEMENTS OF INCOME (All Amounts in Thousands Except Per Share Data) (Unaudited)
Three Months Ended March 31, 1998 1997 ------------- ------------- Revenues $ 90,377 $ 83,519 Subsidy Revenue 3,121 6,475 ------------- ------------- 93,498 89,994 ------------- ------------- Operating Expenses: Voyage Expenses 70,659 66,898 Vessel and Barge Depreciation 8,776 8,522 ------------- ------------- Gross Voyage Profit 14,063 14,574 ------------- ------------- Administrative and General Expenses 6,280 6,878 ------------- ------------- Operating Income 7,783 7,696 ------------- ------------- Interest: Interest Expense 6,987 7,001 Investment Income (504) (372) ------------- ------------- 6,483 6,629 ------------- ------------- Income Before Provision (Benefit) for Income Taxes and Extraordinary Item 1,300 1,067 ------------- ------------- Provision (Benefit) for Income Taxes: Current 1,431 493 Deferred (966) (104) State 67 85 ------------- ------------- 532 474 ------------- ------------- Income Before Extraordinary Item $ 768 $ 593 ------------- ------------- Extraordinary Loss on Early Extinguishment of Debt (Net of Income Tax Benefit of $554) (1,029) - ------------- ------------- Net (Loss) Income $ (261) $ 593 ============= ============= Basic and Diluted Earnings Per Share: Income Before Extraordinary Loss $ 0.11 $ 0.09 Extraordinary Loss (0.15) - ------------- ------------- Net (Loss) Income $ (0.04) $ 0.09 ============= ============= The accompanying notes are an integral part of these statements.
3 INTERNATIONAL SHIPHOLDING CORPORATION CONSOLIDATED CONDENSED BALANCE SHEETS (All Amounts in Thousands) (Unaudited)
March 31, December 31, 1998 1997 ASSETS --------------- --------------- Current Assets: Cash and Cash Equivalents $ 27,858 $ 32,002 Marketable Securities 11,143 10,758 Accounts Receivable, Net of Allowance for Doubtful Accounts of $96 and $208 in 1998 and 1997, Respectively: Traffic 34,983 35,442 Agents' 5,576 7,128 Claims and Other 5,468 3,031 Federal Income Taxes Receivable - 43 Deferred Income Taxes 730 - Net Investment in Direct Financing Leases 1,885 1,913 Other Current Assets 3,553 4,187 Material and Supplies Inventory, at Cost 13,477 13,296 --------------- --------------- Total Current Assets 104,673 107,800 --------------- --------------- Marketable Equity Securities 486 582 --------------- --------------- Net Investment in Direct Financing Leases 20,093 20,552 --------------- --------------- Vessels, Property, and Other Equipment, at Cost: Vessels and Barges 701,354 689,856 Other Marine Equipment 7,633 7,590 Terminal Facilities 18,408 18,377 Land 2,317 2,317 Furniture and Equipment 16,923 16,853 --------------- --------------- 746,635 734,993 Less - Accumulated Depreciation (320,904) (311,557) --------------- --------------- 425,731 423,436 --------------- --------------- Other Assets: Deferred Charges, Net of Accumulated Amortization of $59,939 and $53,913 in 1998 and 1997, Respectively 38,302 38,960 Acquired Contract Costs, Net of Accumulated Amortization of $13,063 and $12,699 in 1998 and 1997, Respectively 17,463 17,826 Due from Related Parties 351 369 Other 7,345 8,679 --------------- --------------- 63,461 65,834 --------------- --------------- $ 614,444 $ 618,204 =============== =============== The accompanying notes are an integral part of these statements.
4 INTERNATIONAL SHIPHOLDING CORPORATION CONSOLIDATED CONDENSED BALANCE SHEETS (All Amounts in Thousands) (Unaudited)
March 31, December 31, LIABILITIES AND STOCKHOLDER'S INVESTMENT 1998 1997 --------------- --------------- Current Liabilities: Current Maturities of Long-Term Debt $ 15,302 $ 35,865 Current Maturities of Capital Lease Obligations 2,915 2,579 Accounts Payable and Accrued Liabilities 53,235 51,735 Federal Income Tax Payable 680 - Current Deferred Income Tax Liability - 171 Current Liabilities to be Refinanced - (22,511) --------------- --------------- Total Current Liabilities 72,132 67,839 --------------- --------------- Current Liabilities to be Refinanced - 22,511 --------------- --------------- Billings in Excess of Income Earned and Expenses Incurred 3,802 5,903 --------------- --------------- Long-Term Capital Lease Obligations, Less Current Maturities 12,333 14,994 --------------- --------------- Long-Term Debt, Less Current Maturities 292,283 271,835 --------------- --------------- Reserves and Deferred Credits: Deferred Income Taxes 38,566 39,494 Claims and Other 23,201 22,823 --------------- --------------- 61,767 62,317 --------------- --------------- Commitments and Contingent Liabilities Stockholders' Investment: Common Stock 6,756 6,756 Additional Paid-In Capital 54,450 54,450 Retained Earnings 112,116 112,794 Less - Treasury Stock (1,133) (1,133) Accumulated Other Comprehensive Loss (62) (62) --------------- --------------- 172,127 172,805 --------------- --------------- $ 614,444 $ 618,204 =============== =============== 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)
Accumulated Additional Other Common Paid-In Retained Treasury Comprehensive Stock Capital Earnings Stock Income (Loss) Total --------- --------- --------- --------- --------- --------- Balance at December 31, 1996 $ 6,756 $ 54,450 $112,310 ($ 1,133) $ 24 $172,407 Comprehensive Income: Net Income for Year Ended December 31, 1997 - - 2,155 - - 2,155 Other Comprehensive Income: Unrealized Holding Loss on Marketable Securities, Net of Deferred Taxes of ($46) - - - - (86) (86) --------- Total Comprehensive Income 2,069 Cash Dividends - - (1,671) - - (1,671) --------- --------- --------- --------- --------- --------- Balance at December 31, 1997 $ 6,756 $ 54,450 $112,794 ($1,133) ($62) $172,805 ========= ========= ========= ========= ========= ========= Comprehensive Income: Net Income for the Period Ended March 31, 1998 - - (261) - - (261) -------- Total Comprehensive Income (261) Cash Dividends - - (417) - - (417) --------- --------- --------- --------- --------- -------- Balance at March 31, 1998 $ 6,756 $ 54,450 $112,116 ($1,133) ($62) $172,127 ========= ========= ========= ========= ========= ======== The accompanying notes are an integral part of these statements.
6 INTERNATIONAL SHIPHOLDING CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (All Amounts in Thousands) (Unaudited)
For Three Months Ended March 31, 1998 1997 -------------- ------------- Cash Flows from Operating Activities: Net (Loss) Income $ (261) 593 Adjustments to Reconcile Net (Loss) Income to Net Cash Provided by Operating Activities: Depreciation 9,442 9,226 Amortization of Deferred Charges and Other Assets 6,404 5,628 Benefit for Deferred Income Taxes (966) (104) Loss on Sale of Vessels and Other Property 3 - Extraordinary Loss 1,029 - Changes in: Accounts Receivable (426) 10,504 Net Investment in Direct Financing Leases 487 861 Inventories and Other Current Assets 468 (2,369) Other Assets 1,326 374 Accounts Payable and Accrued Liabilities (825) (10,081) Federal Income Taxes Payable 415 301 Unearned Income (2,101) (2,311) Reserve for Claims and Other Deferred Credits (1,093) 595 -------------- -------------- Net Cash Provided by Operating Activities 13,902 13,217 -------------- -------------- Cash Flows from Investing Activities: Purchase of Vessels and Other Property (9,901) (4,073) Additions to Deferred Charges (1,773) (2,479) Proceeds from Sale of Vessels and Other Property 77 - Purchase of Short-Term Investments (304) - Other Investing Activities 18 573 -------------- -------------- Net Cash Used by Investing Activities (11,883) (5,979) -------------- -------------- Cash Flows from Financing Activities: Proceeds from Issuance of Debt 117,435 38,657 Reduction of Debt and Capital Lease Obligations (119,875) (50,224) Additions to Deferred Financing Charges (2,874) (23) Other Financing Activities (432) - Common Stock Dividends Paid (417) (418) -------------- -------------- Net Cash Used by Financing Activities (6,163) (12,008) -------------- -------------- Net Decrease in Cash and Cash Equivalents (4,144) (4,770) Cash and Cash Equivalents at Beginning of Period 32,002 43,020 -------------- -------------- Cash and Cash Equivalents at End of Period $ 27,858 $ 38,250 ============== ============== The accompanying notes are an integral part of these statements.
7 NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS MARCH 31, 1998 (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, 1997. 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 1998. 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 1998 interim results are not necessarily indicative of the results of operations for the full year 1998. 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 April of 1998, the Accounting Standards Executive Committee of the American Institute of Certified Public Accountants issued Statement of Position (SOP) 98-5, "Reporting on the Costs of Start-Up Activities." This SOP provides guidance on the financial reporting of start-up costs and organization costs. It requires costs of start-up activities and organization costs to be expensed as incurred. The SOP is effective for financial statements for fiscal years beginning after December 15, 1998. The Company has not chosen early adoption and expects no material impact on its financial statements when the SOP is adopted. 8 ITEM 2. 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, 1997. 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. 9 FIRST QUARTER ENDED MARCH 31, 1998 COMPARED TO FIRST QUARTER ENDED MARCH 31, 1997 Gross Voyage Profit - ------------------- Gross voyage profit decreased slightly from $14.6 Million in the first quarter of 1997 to $14.1 Million in the first quarter of 1998. Decreases in gross voyage profit resulting from reduced cargo volume on the Company's domestic and Indonesian services were substantially offset by improved results on the Company's Waterman LASH liner service due to lower fuel prices and fewer days out of service for scheduled drydockings. Vessel and barge depreciation for the first quarter of 1998 increased 3.0% to $8.8 Million as compared to $8.5 Million in the same period of 1997 primarily due to the commencement of operations in the first quarter of 1997 of a LASH vessel purchased and refurbished in 1996 and 82 LASH barges. Other Income and Expenses - ------------------------- Administrative and general expenses decreased from $6.9 Million or 7.6% of revenues in the first quarter of 1997 to $6.3 Million or 6.7% of revenues in the same period in 1998 due to a continuing cost reduction program, including a small reduction in work force implemented at the end of the first quarter of 1997. Interest expense was approximately $7.0 Million for each of the first quarters of 1998 and 1997. On January 22, 1998, the Company issued $110 Million of 7 3/4% Senior Notes due 2007 (the "Notes"), the proceeds of which were used to repay shorter-term amortizing bank debt. Interest expense on these Notes for the first quarter of 1998 was offset by reductions in interest expense resulting from the aforementioned early repayment of debt and regularly scheduled payments. Investment income increased from $372,000 for the first quarter of 1997 to $504,000 for the first quarter of 1998 due to a higher average balance of invested funds and more favorable interest rates. Income Taxes - ------------ The Company provided $465,000 for Federal income taxes in the first quarter of 1998 and $389,000 in the first quarter of 1997 at the statutory rate of 35% for both periods. 10 Extraordinary Loss on the Early Extinguishment of Debt - ------------------------------------------------------ The Company incurred an extraordinary loss of $1 Million during the first quarter of 1998 related to the early extinguishment of debt. This loss resulted primarily from the write-off of previously deferred financing costs related to the loans repaid early with the proceeds of the aforementioned Notes and a make-whole premium on one of those loans. LIQUIDITY AND CAPITAL RESOURCES The Company's working capital decreased from $40 Million at December 31, 1997, to $32.5 Million at March 31, 1998, after provision for current maturities of long-term debt and capital lease obligations of $18.2 Million. Cash and cash equivalents decreased during the first three months of 1998 by $4.1 Million to a total of $27.9 Million. This decrease, which resulted from cash used for investing and financing activities of $11.9 Million and $6.2 Million, respectively, was partially offset by operating cash flows of $13.9 Million. The major source of cash from operations was net income adjusted for non-cash provisions such as depreciation, amortization, and the write-off of unamortized deferred financing costs related to loans repaid with the proceeds of the Notes. Investing activities during the period included the purchase of a new LASH vessel, the Hickory, 82 LASH barges, and two special purpose barges for which the Company used cash of $7.5 Million, $764,000, and $745,000, respectively. Additionally, cash of $1.8 Million was used for deferred drydocking charges. The Company received the net proceeds from the sale of the Notes in January of 1998 of approximately $109.4 Million, which were used primarily to repay certain indebtedness of the Company's subsidiaries and for related transaction costs. The net cash used for financing activities of $6.2 Million included reductions of debt and capital lease obligations of $120 Million for early repayment of debt as discussed above, reguarly scheduled principal payments, and repayments of amounts drawn under lines of credit which were substantially offset by the proceeds from the aforementioned Notes and $8 Million drawn under the Company's lines of credit. Additionally, $2.9 Million was used for transaction costs of issuing the Notes, $417,000 was used to meet common stock dividend requirements, and $432,000 was used to pay a make-whole premium on one of the loans repaid early with the proceeds of the Notes. 11 In the first quarter of 1998, the Company purchased a 1989-built LASH vessel renamed Hickory. The total purchase price was $9 Million, of which $7.5 Million was paid as of March 31, 1998, and financed through draws on the Company's line of credit. As reported in the third quarter of 1997, the Company also purchased a 1987-built LASH vessel renamed Willow. Both of these vessels are now in reserve pending a decision on their conversion/deployment. On an interim basis, the Hickory is being employed as a feeder vessel for LASH barge movements in Southeast Asia. The Company is making plans to refurbish at least one of these vessels at a cost of approximately $12 Million, after which that vessel will likely replace one of the older vessels in the Company's TransAtlantic LASH liner service. Early in the second quarter of 1998, the Company purchased and took delivery of a 1994-built Pure Car/Truck Carrier. The purchase price was financed with draws on the Company's revolving credit facility. The vessel, renamed the Green Point, will commence a long-term charter to a major Japanese shipping company after being reflagged to U. S. Registry. At December 31, 1997, the Company had available three lines of credit totaling $35.0 Million to meet short-term requirements when fluctuations occur in working capital. Early in the first quarter of 1998, the Company entered into a $25 Million revolving credit facility that replaced these lines of credit. At March 31, 1998, $3 Million was outstanding on this credit facility. At the end of the first quarter of 1998, the Company increased this revolving credit facility to $50 Million. Additional draws were made against this increased line of credit early in the second quarter for the financing of the Green Point. Management believes that normal operations will provide sufficient working capital and cash flows to meet debt service and dividend requirements during the foreseeable future. The Company has not been notified that it is a potentially responsible party in connection with any environmental matters. At a regular meeting held April 15, 1998, the Board of Directors declared a quarterly dividend of 6.25 cents per Common Share payable on June 19, 1998, to shareholders of record on June 5, 1998. At the Company's Annual Meeting of Shareholders held on the same day as the Board Meeting, the International Shipholding Corporation Stock Incentive Plan (the "Plan") was approved. The Plan is included in its entirety in Exhibit A to the Company's Definitive Proxy Statement dated March 10, 1998, filed pursuant to Section 14(a) of the Securities Exchange Act of 1934, and incorporated herein by reference. 12 PART II - OTHER INFORMATION ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS The Annual Meeting of Shareholders was held April 15, 1998. The matters voted upon and the results of the voting were as follows: (1) Election of Board of Directors: Shares Voted Nominee For Withheld Authority ------- ------------ ------------------ Niels W. Johnsen 5,469,694 23,623 Erik F. Johnsen 5,470,449 22,868 Niels M. Johnsen 5,470,746 22,571 Erik L. Johnsen 5,470,146 23,171 Harold S. Grehan, Jr. 5,470,952 22,365 Laurance Eustis 5,470,164 23,153 Raymond V. O'Brien, Jr. 5,470,889 22,428 Edwin Lupberger 5,471,129 22,188 Edward K. Trowbridge 5,471,029 22,288 (2) Approval of the International Shipholding Corporation Stock Incentive Plan as set forth in pages 10 through 13 and Appendix A of the Company's Definitive Proxy Statement dated March 10, 1998, filed pursuant to Section 14(a) of the Securities Exchange Act of 1934, and incorporated herein by reference: Shares Voted For 4,796,206 Shares Voted Against 73,225 Abstentions 32,952 Broker Non-Votes 590,934 (3) Ratification of Arthur Andersen LLP, certified public accountants, as independent auditors for the Corporation for the fiscal year ending December 31, 1998: Shares Voted For 5,460,089 Shares Voted Against 1,998 Abstentions 31,230 13 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) 10 First Amended and Restated Credit Agreement dated as of March 31, 1998, by and among the Company as Borrower, the certain lenders which are signatory thereto, Citicorp Securities, Inc. as Arranger, and Citibank, N.A., as Administrative Agent (b) A report on Form 8-K was filed January 22, 1998, to report the private placement of $110 Million of the Company's 7 3/4% Senior Notes due 2007. 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 May 14, 1998 ___________________________ EX-27 2 FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FINANCIAL STATEMENTS FOR THE PERIOD ENDED MARCH 31, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1000 3-MOS DEC-31-1998 MAR-31-1998 27,858 11,143 46,027 96 13,477 104,673 746,635 320,904 614,444 72,132 304,616 0 0 6,756 165,371 614,444 0 93,498 0 85,715 6,987 0 6,987 1,300 532 768 0 (1,029) 0 (261) (0.04) (0.04) Amounts inapplicable or not disclosed as a separate line on the Balance Sheet or Statement of Income are reported as 0 herein. Notes and accounts receivable - trade are reported net of allowances for doubtful accounts in the Balance Sheet.
EX-10 3 [EXECUTION COPY] ************************************************************ INTERNATIONAL SHIPHOLDING CORPORATION as Borrower _____________________________ $50,000,000 FIRST AMENDED AND RESTATED CREDIT AGREEMENT Dated as of January 22, 1998 Amended and Restated as of March 31, 1998 ______________________________ CERTAIN LENDERS CITICORP SECURITIES, INC. as Arranger CITIBANK, N.A. as Administrative Agent ************************************************************ 1 FIRST AMENDED AND RESTATED CREDIT AGREEMENT FIRST AMENDED AND RESTATED CREDIT AGREEMENT dated as of January 22, 1998, amended and restated as of March 31, 1998, between INTERNATIONAL SHIPHOLDING CORPORATION, a Delaware corporation (the "Borrower"); Citibank, N.A. (the "Existing Lender"); each of the banks or financial institutions named in Schedule 2 hereto (each, a "New Lender" and, collectively, the "New Lenders" and, together with the Existing Lender, the "Lenders"); and CITIBANK, N.A., as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the "Administrative Agent"). W I T N E S S E T H: WHEREAS, the Borrower, the Existing Lender and the Administrative Agent are parties to that certain Credit Agreement dated as of January 22, 1998 (the "Existing Credit Agreement"); and WHEREAS, the parties hereto desire to amend and restate the Existing Credit Agreement to, among other things, increase the aggregate amount of the Commitments and reflect the addition of the New Lenders as Lenders and accordingly to re-allocate the Advance outstanding under the Existing Credit Agreement immediately prior to the Restatement Date (the "Existing Advance"), as hereinafter defined, pro rata among all of the Lenders on the basis of their respective Commitments as in effect immediately upon the occurrence of the Restatement Date. NOW, THEREFORE, the parties hereto agree to amend the Existing Credit Agreement as set forth herein and to restate the Existing Credit Agreement to read in its entirety as set forth in the Existing Credit Agreement, which is incorporated herein by reference, with the amendments specified in Section 2 below. Section 1. Definitions. Capitalized terms used but not otherwise defined herein have the meanings given them in the Existing Credit Agreement. Section 2. Amendments. Effective on the Restatement Date, the Existing Credit Agreement is hereby amended as follows and is hereby restated in its entirety as so amended: (a) Effective on the Restatement Date, (1) the Existing Advance shall (subject to the making of the payments and satisfaction of the other conditions set forth in Section 4 hereof) be reduced to zero, the Existing Lender shall have an Advance in the amount set forth opposite the name of the Existing Lender in Schedule 1 hereto, and the Commitment of the Existing Lender shall be the amount set forth opposite the name of the Existing Lender in said Schedule 1; and (2) each New Lender shall be deemed to be a Lender for all purposes of the Existing Credit Agreement as amended hereby, 2 having an Advance in the amount set forth opposite its name in Schedule 2 hereto and the Address for Notices and Applicable Lending Office set forth opposite its name in said Schedule 2, and the Commitment of each New Lender shall be the amount set forth opposite the name of such New Lender in said Schedule 2. Anything in the Existing Credit Agreement to the contrary notwithstanding, commitment fee shall, from and after the Restatement Date, be for the account of the respective Lenders in accordance with their respective Commitments (but all commitment fee accrued to but not including the Restatement Date shall be for the sole account of the Existing Lender). (b) The last sentence of the definition of "Commitment" in Section 1.01 of the Existing Credit Agreement shall be amended and restated to read in its entirety as follows: "The original aggregate amount of the Commitments is $50,000,000." (c) The definition of "Commitment Termination Date" in Section 1.01 of the Existing Credit Agreement shall be amended and restated to read in its entirety as follows: ""Commitment Termination Date" means the earlier of (i) March 31, 2001 (or, if such date is not a Business Day, the immediately preceding Business Day) and (ii) the date of termination or cancellation of the Commitments pursuant to the terms of this Agreement." (d) The reference to "$25,000,000" in the last line of Section 2.01(a) of the Existing Credit Agreement shall be replaced by "$50,000,000". (e) Schedule 4.01(b) of the Existing Credit Agreement is hereby deleted and replaced with Schedule 4.01(b), attached as Annex A hereto. (f) Schedule 4.01(m) of the Existing Credit Agreement is hereby deleted and replaced with Schedule 4.01(m), attached as Annex B hereto. (g) All references in the Existing Credit Agreement to the Existing Credit Agreement shall be deemed to refer to the Existing Credit Agreement as amended and restated hereby. Section 3. Representations and Warranties. The Borrower hereby represents and warrants to the Lenders and the Administrative Agent as of the Restatement Date that the representations and warranties set forth in Section 4.01 of the Existing Credit Agreement are true as if made on and as of the Restatement Date and as if each reference in such representations and warranties to the Existing Credit Agreement referred to the Existing Credit Agreement as amended and restated by this Agreement. 3 Section 4. Conditions Precedent. The amendment and restatement of the Existing Credit Agreement contemplated hereby shall become effective on the date (the "Restatement Date") on which the Administrative Agent shall notify the Borrower that the following conditions have been satisfied: (a) Execution by All Parties. This Agreement shall have been executed and delivered by each of the parties hereto. (b) Notes. The Existing Lender shall have delivered to the Administrative Agent the Note executed by the Borrower and delivered to the Existing Lender pursuant to the Existing Credit Agreement, the Borrower shall have delivered to the Administrative Agent a new Note payable to each Lender in the amount of the Commitment of such Lender as set forth in Schedule 2 (in the case of the New Lenders) or Schedule 1 (in the case of the Existing Lender) hereto after giving effect to the occurrence of the Restatement Date, and the Administrative Agent shall have returned to the Borrower, upon receipt of said new Notes, the existing Note marked "Cancelled". (c) Advances. Each New Lender shall have remitted to the Administrative Agent on the Restatement Date an amount equal to the amount of its Advance as specified in Schedule 2, and the Existing Lender shall have remitted to the Administrative Agent on the Restatement Date an amount equal to the amount of its Advance as specified in Schedule 1, by wire transfer of Dollars in immediately available funds (for prompt distribution to the Existing Lender in such aggregate amount as is required to reduce the Existing Advance to zero). (d) Opinion of Counsel to the Borrower. The Administrative Agent shall have received a favorable opinion in form and substance satisfactory to it from Jones, Walker, Waechter, Poitevent, Carrere & Denegre, L.L.P., counsel to the Borrower, with respect to such matters relating to this First Amendment and Restatement and the Notes as the Administrative Agent may request. (e) Corporate Documents. The Administrative Agent shall have received an officer's certificate of the Borrower certifying that the charter, by-laws and board of directors resolutions with respect to the Existing Credit Agreement delivered to the Administrative Agent on January 22, 1998 have not been amended, rescinded or revoked, and remain in full force and effect. (f) Interest and Fees. The Borrower shall have paid to the Administrative Agent for account of the Existing Lender all unpaid interest and fees outstanding under the Existing Credit Agreement accrued through the Restatement Date. 4 (g) Other Documents. The Administrative Agent shall have received such other documents as the Administrative Agent, any Lender or special New York counsel to the Administrative Agent may reasonably request. Section 5. Miscellaneous. (a) The parties agree that the provisions of Section 8.06 of the Existing Credit Agreement are inapplicable to the transactions contemplated by this Agreement, but shall apply to any and all assignments or participations of the Advances occurring after the Restatement Date. (b) Except as herein provided, the Existing Credit Agreement shall remain unchanged and in full force and effect. (c) This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same amendatory instrument and any of the parties hereto may execute this Agreement by signing any such counterpart and sending the same by telecopier, mail, messenger or courier to the Administrative Agent or counsel to the Administrative Agent. (d) This Agreement shall be governed by, and construed in accordance with, the law of the State of New York. (e) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. 5 IN WITNESS WHEREOF, the parties hereto have caused this First Amended and Restated Credit Agreement to be duly executed as of the day and year first above written. INTERNATIONAL SHIPHOLDING CORPORATION /s/ Niels W. Johnsen By_________________________ Name: Niels W. Johnsen Title: Chairman 6 LENDERS ------- CITIBANK, N.A. /s/ John F. Heuss By________________________ Name: John F. Heuss Title: Vice President BANK ONE, LOUISIANA N.A. /s/ Alan R. Meador By________________________ Name: Alan R. Meador Title: Senior Vice President CREDIT LYONNAIS NEW YORK BRANCH /s/ Philippe Soustra By________________________ Name: Philippe Soustra Title: Senior Vice President FIRST NATIONAL BANK OF MARYLAND /s/ James B. Bell III By________________________ Name: James B. Bell III Title: Assistant Vice President ADMINISTRATIVE AGENT -------------------- CITIBANK, N.A., as Administrative Agent /s/ John F. Heuss By__________________________ Name: John F. Heuss Title: Vice President 7 SCHEDULE 1 Existing Lender; Revised Advance Amount ---------------------- Name of Existing Lender - ----------------------- Citibank, N.A. Applicable Lending Office - ------------------------- Domestic Lending Office: 399 Park Avenue New York, NY 10043 Eurodollar Lending Office: 399 Park Avenue New York, NY 10043 Address for Notices - ------------------- 2 Penns Way Suite 200 New Castle, DE 19720 Attn: Savas Divan Tel: 302-894-6030 Fax: 302-894-6120 Outstanding Principal Amount of Advance Immediately After Occurence of - ---------------------------------------------------------------------- Restatement Date - ---------------- $750,000 Commitment - ---------- $12,500,000 8 SCHEDULE 2 New Lenders; Initial Advance Amounts ----------------------- (1) Name of New Lender - ------------------ Bank One, Louisiana N.A. Applicable Lending Office - ------------------------- Domestic Lending Office: 201 St. Charles Avenue Suite 1410 New Orleans, LA 70170 Eurodollar Lending Office: 201 St. Charles Avenue Suite 1410 New Orleans, LA 70170 Address of Notices - ------------------ 201 St. Charles Avenue Suite 1410 New Orleans, LA 70170 Attn: Gloria J. Lemoine Tel: 504-558-1275 Fax: 504-558-1279 Outstanding Principal Amount of Advance Immediately After Occurrence of - ----------------------------------------------------------------------- Restatment Date - --------------- $750,000 Commitment - ---------- $12,500,000 (2) Name of New Lender - ------------------ Credit Lyonnais New York Branch Applicable Lending Office - ------------------------- Domestic Lending Office: 1301 Avenue of the Americas New York, NY 10019 Eurodollar Lending Office: 1301 Avenue of the Americas New York, NY 10019 Address of Notices - ------------------ 1301 Avenue of the Americas New York, NY 10019 Attn: Christine Washell Tel: 212-261-3763 Fax: 212-261-7368 Outstanding Principal Amount of Advance Immediately After Occurrence of - ----------------------------------------------------------------------- Restatement Date - ---------------- $750,000 Commitment - ---------- $12,500,000 (3) Name of New Lender - ------------------ First National Bank of Maryland Applicable Lending Office - ------------------------- Domestic Lending Office: 25 South Charles Street 15th Floor Baltimore, MD 21201 Eurodollar Lending Office: 25 South Charles Street 15th Floor Baltimore, MD 21201 Address for Notices - ------------------- 25 South Charles Street 15th Floor Baltimore, MD 21201 Attn: Maureen Smith/ Daisy Berchini Tel: 410-244-4796/4522 Fax: 410-244-4142 Outstanding Principal Amount of Advance Immediately After Occurrence of - ----------------------------------------------------------------------- Restatement Date - ---------------- $750,000 Commitment - ---------- $12,500,000 9 ANNEX A Schedule 4.01(b) -- Subsidiaries ---------------------------------- INTERNATIONAL SHIPHOLDING CORPORATION SUBSIDIARIES OF THE REGISTRANT AS OF MARCH 31, 1998 Jurisdiction Under Which Organized -------------------- International Shipholding Corporation (Registrant) Delaware International Shipholding Corporation (1) New York River Towing, Inc. Delaware Waterman Steamship Corporation New York Sulphur Carriers, Inc. Delaware Central Gulf Lines, Inc. Delaware Florida Barge Lines Corporation Delaware Material Transfer, Inc. Delaware Enterprise Ship Company, Inc. Delaware Bay Insurance Company Bermuda LCI Shipholdings, Inc. Liberia Gulf South Inc. Liberia Gulf South Shipping Pte. Ltd. Singapore Cypress Auto Carriers, Inc. Liberia New Combo, Inc. Liberia Forest Lines Inc. Liberia Marco Shipping Co. Pte. Ltd. Singapore Marcoship Agencies Malaysia N. W. Johnsen & Co., Inc. New York Shipvest Companhia de Gestao Maritima, Lda.(2) Madeira St. Rose Fleeting Company, Inc. Louisiana LMS Shipmanagement, Inc. Louisiana Lash Intermodal Terminal Company Delaware Resource Carriers, Inc. Delaware (1) New York name-holding corporation (2) 60% owned by the Registrant All of the subsidiaries listed above are wholly-owned subsidiaries and are included in the consolidated financial statements incorporated by reference herein unless otherwise indicated. /s/ Gary L. Ferguson --------------------- Gary L. Ferguson Vice President-CFO 10 ANNEX B Schedule 4.01(m) -- Existing Debt ----------------------------------- Part I - ------ INTERNATIONAL SHIPHOLDING CORPORATION OUTSTANDING DEBT AT 03/31/98 Total Line Outstanding Debt at 03/31/98 at 03/31/98 Collateral ------------ ------------ -------------------------- CGL First National Bank of Maryland-$12M 7,000,000 Green Wave, Green Ridge, assignment of freights, MSC charter CGL First National Bank of Maryland-$5M 4,250,000 Green Wave, Green Ridge, assignment of freights, MSC charter CGL NationsBank-ATFO/Barges 1,396,430 82 Lash Barges CGL Philadelphia-76 Barges 1,888,801 76 Lash Barges, security interest in receivables, charter hire CGL Philadelphia-82 Barges 2,710,832 82 Lash Barges, security interest in receivables, charter hire CGL Sale/Leaseback Agreement 15,248,658 326 LASH Barges ESC $50M Energy Enterprise 38,824,709 Energy Enterprise, assignment of time charter, freights, hire ISC 9% Senior Notes Due 2003 93,891,000 Unsecured ISC 7.75% Senior Notes Due 2007 110,000,000 Unsecured LCI NationsBank-Atlantic Forest 10,514,285 Atlantic Forest SCI Title XI-Sulphur Enterprise 34,663,000 Sulphur Enterprise ISC Citibank Line of Credit 25,000,000 3,000,000 ------------ 323,387,715 ============ LEGEND: CGL Central Gulf Lines, Inc. ESC Enterprise Ship Company ISC International Shipholding Corporation LCI LCI Shipholdings, Inc. SCI Sulphur Carriers, Inc. Part II - ------- INTERNATIONAL SHIPHOLDING CORPORATION REPAYMENT WITH NEW ISSUE PROCEEDS MARCH 31, 1998 Prepayment Loan Date Principal - ------------------------------------ -------------------- ------------------- Lines of Credit Currently Drawn FNBC 01/23/98 5,000,000.00 Bank One 01/22/98 6,000,000.00 Bank One - Sam Houston 01/26/98 5,200,000.00 Citibank - Green Bay/Green Lake 01/26/98 20,500,000.00 Bank One - River Barges 01/26/98 111,600.00 Chase Manhattan Bank - Amazon 01/27/98 4,050,000.00 First National Bank of Commerce Lee/Jackson 01/27/98 2,500,000.00 Midland - Bali/Banda Sea 01/30/98 5,348,000.00 01/30/98 12,196,000.00 01/30/98 19,256,000.00 Midland - Java Sea 01/30/98 4,812,500.00 Principal Mutual Cypress Pass 02/05/98 3,287,360.00 Cypress Trail 02/05/98 3,666,680.00 Title XI - Green Island 03/09/98 2,178,000.00 Title XI - Barge Refurbishment 03/09/98 2,402,000.00 ------------------ 96,508,140.00 ================== -----END PRIVACY-ENHANCED MESSAGE-----