form8k43010.htm

0000278041-10-000024.txt : 20100430 0000278041-10-000024.hdr.sgml : 20100430 20100430124951 ACCESSION NUMBER: 0000278041-10-000024 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20100430 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Submission of Matters to a Vote of Security Holders ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100430 DATE AS OF CHANGE: 20100430 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: 1028 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10852 FILM NUMBER: 10785488 BUSINESS ADDRESS: STREET 1: 11 NORTH WATER STREET STREET 2: SUITE # 18290 CITY: MOBILE STATE: AL ZIP: 36602 BUSINESS PHONE: 2512439100 MAIL ADDRESS: STREET 1: P.O. BOX 2004 CITY: MOBILE STATE: AL ZIP: 36652 8-K 1 form8k43010.htm FORM 8-K - APRIL 30, 2010 form8k43010.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

____________April 28, 2010_______________

Date of Report (Date of Earliest Event Reported)

Commission file number – 001-10852

INTERNATIONAL SHIPHOLDING CORPORATION

(Exact name of registrant as specified in its charter)

Delaware 36-2989662

(State or other jurisdiction of 60; (I.R.S. Employer Identification Number)

incorporation or organization)

11 North Water Street, Suite 18290 Mobile, Alabama 36602

(Address of principal executive offices) ; (Zip Code)

(251) 243-9100

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Item 2.02. Results of Operations and Financial Condition.

On April 28, 2010, International Shipholding Corporation issued a press release reporting its financial results for the first quarter of 2010. A copy of the press release is furnished as Exhibit 99.1 and incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders

Our Annual Meeting of Stockholders was held April 28, 2010. On April 29, 2010, International Shipholding Corporation issued a press release announcing the results of the matters voted on during the meeting. A copy of the press release is furnished as Exhibit 99.2 and incorporated herein by reference. The matters voted upon and the results of the voting were as follows:

(1) Election of Board of Directors:

Nominee	Votes For	Votes Withheld	Broker Non-Votes

1. Kenneth H. Beer	5,739,201	167,806	1,060,775
2. Erik F. Johnsen	5,714,371	192,636	1,060,775
3. Erik L. Johnsen	5,731,317	175,690	1,060,775
4. Niels M. Johnsen	5,731,618	175,389	1,060,775
5. H. Merritt Lane	5,731,917	175,090	1,060,775
6. Edwin A. Lupberger	5,734,786	172,221	1,060,775
7. James J. McNamara	4,926,567	980,440	1,060,775
8. Harris V. Morrissette	5,738,060	168,947	1,060,775
9. T. Lee Robinson	5,635,535	271,472	1,060,775



(2) Amend the Company's Certificate of Incorporation to increase the number of authorized common shares:

Shares Voted For	6,566,314
Votes Against	360,735
Votes Abstained	40,733
Shares Unvoted	472,329



(3) Ratification of Ernst & Young, LLP, certified public accountants, as our independent auditors for the fiscal
year ending December 31, 2010:

Shares Voted For	6,912,664
Votes Against	29,105
Votes Abstained	26,013

Item 9.01. Financial Statements and Exhibits.

(c)

Exhibit

Exhibit Number Document

99.1	Press Release dated April 28, 2010

99.2	Press Release dated April 29, 2010

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/ Manuel G. Estrada

_____________________________________________

Manuel G. Estrada

Vice President and Chief Financial Officer

Date ____April 30, 2010

EX-99.1 2 exhibit99142810.htm PRESS RELEASE DATED APRIL 28, 2010 exhibit99142810.htm

Exhibit 99.1

INTERNATIONAL SHIPHOLDING CORPORATION REPORTS FIRST QUARTER 2010 RESULTS

DECLARES FIRST QUARTER DIVIDEND OF $0.375 PER SHARE

Mobile, Alabama, April 28, 2010 - International Shipholding Corporation (NYSE: ISH) today announced the financial results for the quarter ended March 31, 2010.

First Quarter 2010 Highlights

·	Generated net income of $10.6 million for the quarter ended March 31, 2010

·	Continued to strengthen balance sheet

·	Earnings Per Share of $1.44

Net Income

The Company reported net income of $10.6 million for the three months ended March 31, 2010. For the comparable three months ended March 31, 2009, the Company reported net income of $9.5 million.

Mr. Niels M. Johnsen, chairman and chief executive officer, commented: “We had a strong start to 2010. Given continued challenging times for the shipping industry, our focus on a diversified portfolio of medium to long-term contracts has proven to be a sound strategy, allowing us to once again achieve solid operating results.

Mr. Johnsen continued: “As we have demonstrated through our transactions over the past six months, our goal is to continue to grow and diversify our fleet portfolio. During the first quarter, we strengthened our balance sheet, which provides us with financial flexibility to pursue growth opportunities in 2010.”

Operating income

Operating income for the three months ended March 31, 2010 was $8.3 million as compared to $8.6 million for the comparable period in 2009. The Company’s Time Charter segment results were slightly lower compared to the first quarter of 2009, primarily due to lower supplemental cargo volumes. While lower on a comparable quarter-to-quarter basis, the current 2010 supplemental cargo results exceed historical averages. Offsetting the lower supplemental cargo volumes were the improved results of the Company’s U. S. Flag Coal Carrier, which, as a result of a contract extension, extended its economic life, reducing its annual depreciation. The results for the Contract of Affreightment segment were lower compared to the prior-year period due to the scheduled reduction in the contracted fre ight rates that took effect in the fourth quarter of 2009. The results for the Company’s Rail Ferry segment declined marginally from the first quarter of 2009 due to the lower volume of its northbound cargo.

Administrative and General Expense

Administrative and general expenses decreased by 4%. Expenditures for the first quarter of 2010 include a $450,000 charge associated with the amortization of the 2010 performance-based stock grants provided to senior management. Excluding this non-cash charge, the decrease from the prior year comparable quarter is 11%.

Interest Expense

Interest expense for the three months ended March 31, 2010 increased from the comparable period in 2009. This increase is directly attributable to the additional debt associated with the two vessels placed to support our Indonesian service, partially offset by otherwise scheduled principal reduction. Income from the subsequent sale and financing of the aforementioned Indonesian vessels is reflected as “Other Income from Vessel Financing”.

Federal Income Tax Benefit

The Company’s total income tax benefit for the first quarter of 2010 was $612,000 compared to a benefit of $1.6 million for the comparable period 2009. The reduced benefit was primarily attributable to the improved results of the Company’s U.S. Flag Coal Carrier and a provision on the dividends received from the Company’s investment in its unconsolidated entity owning Bulk Carriers. Prior period dividends and earnings were not subject to United States income tax in prior years under an expired federal tax provision.

Unconsolidated Entities

In the first quarter of 2010, the results from the Company’s unconsolidated entities increased from the first quarter of 2009 as a result of the $1.4 million gain associated with the sale of its one remaining Panamax Bulk Carrier.

Dividend Declaration

The Company’s Board of Directors authorized the payment of a $0.375 dividend for each share of common stock owned on the record date of May 17, 2010, payable on June 1, 2010. The Company intends to continue to declare quarterly dividends. All future dividend declarations and amounts remain subject to the discretion of International Shipholding Corporation’s Board of Directors.

About International Shipholding

International Shipholding Corporation, through its subsidiaries, operates a diversified fleet of U. S. and foreign flag vessels that provide international and domestic maritime transportation services to commercial and governmental customers primarily under medium to long-term charters and contracts. www.intship.com

Caution concerning forward-looking statements

This press release contains forward-looking statements within the meaning of the U.S. federal securities laws. These forward-looking statements are based on assumptions and opinions concerning a variety of known and unknown risks. Please refer to ISH’s Annual Report on form 10-K for the year ended December 31, 2009 as well as its future filings and reports filed with or furnished to the Securities and Exchange Commission for a description of the business environment in which ISH operates and the important factors, risks and uncertainties that may affect its business and financial results. If any assumptions or opinions prove materially incorrect, any forward-looking statements made on that basis may also prove to be materially incorrect. ISH is not under any obligation to (and expressly disclaims any such obligations to) update o r alter its forward-looking statements whether as a result of new information, future events or otherwise.

Contact:

The IGB Group

Lev Janashvili

(212) 227-7098

ljanashvili@igbir.com

David Burke

(646) 673-9701

dburke@igbir.com

International Shipholding Corporation

Niels M. Johnsen, Chairman (212) 943-4141

Erik L. Johnsen, President (251) 243-9221

INTERNATIONAL SHIPHOLDING CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(All Amounts in Thousands Except Share Data)
(Unaudited)
	Three Months ended March 31,
	2010			2009
Revenues	$	72,914		$	98,078

Operating Expenses:
Voyage Expenses		54,943			78,081
Vessel and Barge Depreciation		3,764			5,169

Gross Voyage Profit		14,207			14,828

Administrative and General Expenses		6,019			6,270
Gain on Sale of Other Assets		(121	)		-

Operating Income		8,309			8,558

Interest and Other:
Interest Expense		1,599			1,468
Other Income from Vessel Financing		(604	)		-
Investment (Income) Loss		(179	)		191
		816			1,659
Income from Continuing Operations Before (Benefit)
Provision for Income Taxes and Equity in Net Income
of Unconsolidated Entities		7,493			6,899

(Benefit) Provision for Income Taxes:
Current		170			153
Deferred		(765	)		(1,817	)
State		(17	)		49
		(612	)		(1,615	)
Equity in Net Income of Unconsolidated
Entities (Net of Applicable Taxes)		2,463			961

Net Income	$	10,568		$	9,475

Net Income Available to Common Stockholders	$	10,568		$	9,475

Basic and Diluted Earnings Per Common Share:
Net Income Available to Common Stockholders
Continuing Operations	$	1.46		$	1.31
	$	1.46		$	1.31
Net Income Available to Common Stockholders - Diluted
Continuing Operations	$	1.44		$	1.31
	$	1.44		$	1.31
Weighted Average Shares of Common Stock Outstanding:
Basic		7,249,198			7,213,070
Diluted		7,321,198			7,226,477

Dividends Per Share	$	0.50		$	0.50

EX-99.2 3 exhibit99242910.htm PRESS RELEASE DATED APRIL 29, 2010 exhibit99242910.htm

Exhibit 99.2

INTERNATIONAL SHIPHOLDING CORPORATION ANNOUNCES

ANNUAL MEETING RESULTS

Mobile, Alabama, April 29, 2010 - International Shipholding Corporation (NYSE: ISH) today announced the results of the Company’s Annual Meeting of Stockholders, which was held on April 28, 2010.

International Shipholding Corporation’s shareholders elected the following directors, each to serve until the next annual meeting and until their successors are duly elected and qualified. The newly elected directors are:

o	Kenneth H. Beer

o	Erik F. Johnsen

o	Erik L. Johnsen

o	Niels M. Johnsen

o	H. Merritt Lane III

o	Edwin A. Lupberger

o	James J. McNamara

o	Harris V. Morrissette

o	T. Lee Robinson, Jr.

Additionally, shareholders approved the Company’s proposed amendment to its Certificate of Incorporation to increase the number of authorized shares of common stock to 20,000,000 from 10,000,000.

Shareholders also ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2010.