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SIGNIFICANT OPERATIONS
12 Months Ended
Dec. 31, 2012
SIGNIFICANT OPERATIONS [Abstract]  
SIGNIFICANT OPERATIONS
NOTE O - SIGNIFICANT OPERATIONS

Major Customers

     We have several medium to long-term contracts related to the operations of various vessels (See Note L – Commitments and Contingencies), from which revenues represent a significant amount of our total revenue.  Revenues from the contracts with the MSC were $3,618,000, $26,495,000 and $34,401,000 for the years ended December 31, 2012, 2011 and 2010, respectively.  In early 2009, we received notification from MSC that we had been excluded from further consideration for extending the current operating agreements on three U.S. Flag Roll-on/Roll-off vessels. Subsequently, the MSC exercised options to extend the agreements several times up to February 2012 for all three vessels. The MSC reopened the bidding process, bids were submitted, and in January 2012 we were notified that we would not be awarded the contract. All three vessels' operating contracts terminated in February 2012.

We have six PCTC's, which carry automobiles for the same charterer. Gross revenues from this customer were $37,365,000, $32,766,000 and $31,256,000 for the years ended December 31, 2012, 2011 and 2010, respectively. All of the aforementioned revenues are included in our PCTC Segment.

Our six U.S. Flag PCTC's qualified under the MSP. MSP Revenue was $17,946,000, $17,541,000 and $17,169,000 for the years ended December 31, 2012, 2011 and 2010, respectively. In addition to our six U.S. Flag PCTC's, we have two container vessels that qualified under the MSP. MSP Revenue for these two vessels was $6,200,000, $5,900,000 and $5,800,000 for the years ended December 31, 2012, 2011 and 2010, respectively. The six U.S. Flag PCTC's are included in our PCTC Segment and the two container vessels are included in our Specialty Segment.
 
Our six U.S. Flag PCTC's also carry supplemental cargo. Gross revenues from these cargoes were $44,667,000, $39,425,000, and $79,778,000 for the years ended December 31, 2012, 2011 and 2010, respectively.

In addition to the foregoing PCTC information, we operated three PCTC's under various contracts transporting automobiles worldwide. Gross revenues under these contracts were $13,543,000, $24,281,000 and $25,566,000 for the years ended December 31, 2012, 2011 and 2010, respectively. All of the aforementioned revenues are included in our PCTC Segment. Two of these vessels were sold in the first quarter of 2012.

       We have two Special Purpose vessels which carry loaded rail cars between the U.S. Gulf Coast and Mexico. Gross revenues from this service were $33,328,000, $36,267,000 and $26,768,000 for the years ended December 31, 2012, 2011 and 2010, respectively.  Gross revenues from these two Special Purpose vessels are included in our Rail-Ferry segment.

     We have seven Dry Bulk Carrier vessels. Revenues from this segment were $26,080,000, $19,719,000 and $0 for the years ended December 31, 2012, 2011 and 2010, respectively.  Gross revenues from these seven vessels are included in our Dry Bulk Carriers segment.
 
Concentrations

A significant portion of our traffic receivables is due from contracts with the United States Government and transportation of government sponsored cargo.  There are no concentrations of receivables from customers or geographic regions that exceeded 10% of revenues at December 31, 2012, 2011 or 2010.

With only minor exceptions related to personnel aboard certain International Flag vessels, all of our shipboard personnel are covered by collective bargaining agreements under multiple unions.  The percentage of the Company's total work force that is covered by these agreements is approximately 72% at December 31, 2012.

Geographic Information

We have operations in several principal markets, including international service between U.S. Gulf Coast,  U.S. East Coast, and U.S. West Coast ports and ports in Mexico, the Middle East and the Far East, and domestic transportation services along the U.S. Gulf Coast and East Coast.  Revenues attributable to the major geographic areas of the world are presented in the following table.  Revenues for our Jones Act, Pure Car Truck Carriers (PCTC), Rail-Ferry, Dry Bulk Carriers, Specialty Contracts and Other segments are assigned to regions based on the location of the customer.  Because we operate internationally, most of our assets are not restricted to specific locations.  Accordingly, an allocation of identifiable assets to specific geographic areas is not applicable.

   
Year Ended December 31,
 
(Amounts in thousands)
 
2012
  
2011
  
2010
 
United States
 $123,782  $132,387  $179,127 
Asian Countries
  63,860   86,342   84,146 
Rail-Ferry Service Operating Between U.S. Gulf Coast and Mexico
  32,479   36,422   26,768 
South America
  10,416         
Europe
  12,474   7,341   - 
Other Countries
  485   704   8 
Total Revenues
 $243,496  $263,196  $290,049 

Operating Segments

Following our acquisition of UOS in late 2012, we internally restructured our business to replace our prior operating segments (listed below) with the following new segments:

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
  

For further information on the rationale for this change and the amount of revenues and gross profits contributed by each segment, please see Item 7 of this report.

Jones Act: The Merchant Marine Act of 1920, or the MMA, regulates maritime commerce in U.S. waters between U.S. ports. Section 27 of the MMA, better known as the Jones Act, requires that all goods transported by water between U.S. ports be carried aboard U.S. Flag vessels, constructed in the U.S., owned by U.S. citizens and crewed by U.S. citizens with permanent U.S. residence.

With the acquisition of UOS, we now have the largest Jones Act dry bulk fleet by vessel capacity. Vessels deployed under our Jones Act segment serve both Eastern U.S. coasts and the Gulf of Mexico and operate as the primary marine transporter of coal for Tampa Electric and the primary marine transporter of unfinished phosphate rock for The Mosaic Company ("Mosaic").
Under our Jones Act segment, we deploy (i) two bulk carriers, two integrated tug-barge units, each consisting of one tug and one barge, and one harbor tug acquired in the UOS acquisition, (ii) one conveyor belt-equipped, self-unloading Coal Carrier to transport coal  under a time charter, which was previously part of our Time Charter Contracts – U.S. Flag segment, and (iii) one vessel that transports molten sulphur under a contract of affreightment through December 31, 2015, subject to the right of our customer to exercise renewal options through the end of 2024, which was previously part of our Contracts of Affreightment segment.  Currently, the two bulk carriers transport grain and other preference cargoes overseas on behalf of the United States government under Public Law 480 and transport coal and phosphate for Tampa Electric and Mosaic, respectively.  The two integrated tug-barge units and the harbor tug operate under contracts of affreightment with Tampa Electric and Mosaic.  We also own two integrated tug-barge units acquired from UOS that are currently inactive, but we are currently in the process of activating one unit to handle additional cargo requirements.  Trade for this segment is primarily driven by coal, petroleum coke, phosphate rock, sulphur and fertilizer.

We own all of the aforementioned vessels with the exception of the molten sulphur carrier, which we sold under a sale/leaseback arrangement in November 2012, with a buy back option in 2017. For more information on our Sale/Leasebacks see Note M on page F-32 and under Contractual Obligations and Other Commitments on page 46.

Pure Car Truck Carriers:  Under our Pure Car Truck Carriers segment, we deploy seven Pure Car/Truck Carriers ("PCTC's"). These vessels transport all types of vehicles, from completed passenger cars to construction machinery and equipment, allowing for the efficient loading of large numbers of vehicles on multilayered decks. This segment is an aggregation of the seven PCTC's from our former Time Charter Contracts – U.S. Flag and Time Charter Contracts – International Flag segments.

All of our PCTC's operate under time charters.  Under these contracts, we typically fully equip the vessel and are responsible for normal operating expenses, repairs, crew wages, and insurance, while the charterer is responsible for voyage expenses, such as fuel, port and stevedoring expenses.  In addition to contractually fixed income, we also earn from time to time supplemental income from the carriage of supplemental cargo when available.

We have operated PCTC's since 1986, when we began transporting automobiles for Toyota and Honda. We own four of our seven PCTC's and lease the other three PCTC's with buy back options in 2015, 2018 and 2019.

Dry Bulk Carriers: Our modern, diversified bulk carrier fleet ranges in size, design and classification from an 8,028 metric ton Mini-Bulk Carrier to a 170,578 metric ton Capesize Bulk Carrier.  Our Dry Bulk vessels carry a wide variety of unpackaged goods, including iron ore, coal, grain, fertilizer, agricultural products, steel, chemical and forest products.

The vessels which we deploy in this segment include one Capesize Bulk Carrier and one Handymax Bulk Carrier, which we own, that are part of revenue-sharing agreements with European partners, and five Handysize Bulk Carriers, three of which we own and two of which we time charter, that are part of a separate revenue-sharing agreement.  Under these revenue-sharing agreements, we and the other participating vessel owners receive monthly distributions of net cash flow from voyage profits based on a participating vessel's performance capability compared with other participating vessels in the revenue-sharing agreement

Our Dry Bulk Carriers segment also includes 14 Mini-Bulk carriers in which we own a 25% share holding interest through two unconsolidated entities. In 2009, we acquired a 25% interest in eight of these Mini-Bulk carriers for $6.25 million.  In 2010, we acquired a 25% interest in two more of these Mini-Bulk carriers for $3.9.  In January 2013, we acquired a 25% interest in four more of these Mini-Bulk carriers, giving us a 25% investment in a total of fourteen Mini-Bulk carriers.  These Mini-Bulkers are deployed in the spot market or on short to medium-term time charters.  We believe these arrangements expand our global commercial and operational network.

Rail-Ferry:  Our Rail-Ferry segment uses our two Roll-on/Roll-off Special Purpose double-deck vessels, which carry loaded rail cars between the U.S. Gulf Coast and Mexico in a regularly scheduled service.  The service provides departures every four days from Mexico and the U.S. Gulf Coast, respectively, for a three-day transit between ports. Since 2007, we have conducted these operations out of our new terminal in Mobile, Alabama and a terminal in Coatzacoalcos, Mexico, which we upgraded in 2007 to accommodate the vessels' newly-installed second decks that doubled their carrying capacity.  We own a 49% interest in Terminales Transgolfo, S.A. de C.V., which owns and operates the rail terminal in Coatzacoalcos, Mexico.

We believe this unique service provides a cost effective alternative route between Eastern United States and for shippers who elect not to cross the Texas-Mexican border. Trade for this segment is primarily driven by commodities such as forest products, sugar, metals, minerals, plastics and chemicals.

In August 2012, we acquired two related businesses that own and operate a certified rail-car repair facility near the port of Mobile, Alabama.  For further information on this acquisition, see Note B of this report. We plan to continue to use these businesses to service and repair third party customers as well as rail-cars that are transported via our Rail-Ferry vessels. We believe this acquisition allows us to integrate two established services and retain revenue and profits related to the cleaning and repairs of rail-cars that was previously contracted to a third party

Specialty Contracts:  Our Specialty Contracts segment is comprised of vessels not otherwise described above, operating under unique contracts and constitutes the remainder of our former Time Charter Contracts – U.S. Flag and Time Charter Contracts – International Flag segments.  This segment includes (i) two container vessels which are on time charter with another shipping company, (ii) two multi-purpose vessels, two tankers, and three container vessels which service our long-term contract since 1995 to transport fuel and supplies for a mining company in Indonesia, (iii) one multi-purpose vessel which is chartered under time charter contract, and (iv) one multi-purpose ice strengthened vessel deployed in the spot market. For several years prior to February 2012, we operated three Roll-on/Roll-off vessels on behalf of the U.S. Military Sealift Command, under a program that is no longer in operation.

Other: This segment consists of operations that include ship and cargo charter brokerage and agency services provided to unaffiliated companies and our operating companies, and other specialized services provided to our operating subsidiaries.  These services facilitate our operations by allowing us to avoid reliance on third parties to provide these essential services.  Also reported within this segment are corporate-related items, and income and expense items not allocated to our other reportable segments.

The following table presents information about segment profit and loss and segment assets. We do not allocate administrative and general expenses, gains or losses on sales of investments, investment income, gains or losses on early extinguishment of debt, equity in net loss/income of unconsolidated entities, income taxes, or losses from discontinued operations to our segments.  Intersegment revenues are based on market prices and include revenues earned by our subsidiaries that provide specialized services to the operating segments.  Expenditures for segment assets represent cash outlays during the periods presented, including purchases of assets, improvements to assets, and drydock payments.
 
(All Amounts in Thousands)
 
Jones Act*
  
Pure Car Truck Carriers
  
Rail Ferry
  
Dry Bulk Carriers
  
Specialty Contracts
  
Other
  
Total
 
2012
                     
Revenues from External Customers
 $33,721  $113,521  $33,335  $26,080  $35,526  $1,313  $243,496 
Intersegment Revenues (Eliminated)
                      18,638   18,638 
Intersegment Expenses (Eliminated)
  -   -   -   -   -   (18,638)  (18,638)
Voyage Expenses
  27,230   85,688   29,522   19,135   26,871   62   188,508 
Loss (Income) of Unconsolidated Entities
  -   -   290   (75)  -   -   215 
Gross Voyage Profit
  6,491   27,833   3,523   7,020   8,655   1,251   54,773 
Gross Voyage Profit Margin Percentage
  19%  25%  11%  27%  24%  95%  22%
Vessel and Other Depreciation
  2,120   11,059   2,861   6,297   2,061   -   24,398 
Gross Profit
 $4,371  $16,774  $662  $723  $6,594  $1,251  $30,375 
Interest Expense
  1,614   2,933   768   3,923   628   543   10,409 
Segment Profit (Loss)
 $2,757  $13,841  $(106) $(3,200) $5,966  $708  $19,966 
Segment Assets
  119,377   122,403   35,196   162,921   27,767   25,134   492,798 
Expenditures for Segment Assets
  90,319   5,969   3,766   21,899   23,695   540   146,188 
2011
                            
Revenues from External Customers
 $29,836  $122,341  $36,422  $20,183  $52,026  $2,388  $263,196 
Intersegment Revenues Eliminated
                      17,419   17,419 
Intersegment Expenses (Eliminated)
  -   -   -   -   -   (17,419)  (17,419)
Voyage Expenses
  27,706   85,940   30,664   9,786   35,916   2,070   192,082 
Loss  of Unconsolidated Entities
  -   -   347   63   -   -   410 
Gross Voyage Profit
  2,130   36,401   5,411   10,334   16,110   318   70,704 
Gross Voyage Profit Margin Percentage
  7%  30%  15%  51%  31%  13%  27%
Vessel Depreciation
  1,403   14,167   3,642   4,309   1,858   9   25,388 
Gross  Profit
 $727  $22,234  $1,769  $6,025  $14,252  $309  $45,316 
Interest Expense
  172   5,828   721   2,645   556   439   10,361 
Segment Profit (Loss)
 $555  $16,406  $1,048  $3,380  $13,696  $(130) $34,955 
Segment Assets
  9,363   298,919   38,440   129,692   28,448   24,289   529,151 
Expenditures for Segment Assets
  158   86,077   4,483   74,603   1,120   99   166,540 
2010
                            
Revenues from External Customers
 $30,109  $163,152  $26,673  $-  $67,133  $2,982  $290,049 
Intersegment Revenues Eliminated
                      18,642   18,642 
Intersegment Expenses (Eliminated)
  -   -   -   -   -   (18,642)  (18,642)
Voyage Expenses
  26,738   112,500   22,649   -   44,870   2,590   209,347 
Loss (Income) of Unconsolidated Entities
  -   -   48   (9,330)  -   -   (9,282)
Gross Voyage Profit
  3,371   50,652   3,976   9,330   22,263   392   89,984 
Gross Voyage Profit Margin Percentage
  11%  31%  15%  -   33%  13%  31%
Vessel Depreciation
  1,373   11,364   5,181   -   -   11   17,929 
Impairment Loss
  -   -   25,430   -   -   -   25,430 
Gross Profit (Loss)
 $1,998  $39,288  $(26,635) $9,330  $22,263  $381  $46,625 
Interest Expense
  222   5,402   831   -   184   518   7,157 
Segment Profit (Loss)
 $1,776  $33,886  $(27,466) $9,330  $22,079  $(137) $39,468 
Segment Assets
  12,516   313,360   40,511   -   7,951   24,722   399,060 
Expenditures for Segment Assets
  331   1,962   6,695   108,338   8,036   300   125,662 
 
*2012 reflects one month of UOS.

Following is a reconciliation of the totals reported for the operating segments to the applicable line items in the consolidated financial statements:

(Amounts in thousands)
 
Year Ended December 31,
 
Profit or Loss:
 
2012
  
2011
  
2010
 
Total Profit for Reportable Segments
 $19,966  $34,955  $39,468 
Unallocated Amounts:
            
        Administrative and General Expenses
  (23,244)  (20,961)  (21,202)
        Gain on Sale of Other Assets
  16,625   -   42 
        Derivative Loss
  (485)  (101)  (426)
        Gain (Loss) on Sale of Investment
  580   (747)  213 
        Investment Income
  470   637   1,778 
        Other Income from Vessel Financing
  2,387   2,653   2,335 
        Foreign Exchange Gain (Loss)
  5,506   (3,051)  (8,196)
        Gain on Dry Bulk Transaction
  -   18,844   - 
       Benefit (Provision) for Income Taxes
  157   (680)  1,290 
              
Net Income
 $21,962  $31,549  $15,302 
 
 
(Amounts in thousands)
 
December 31,
  
December 31,
 
Assets:
 
2012
  
2011
 
Total Assets for Reportable Segments
 $492,797  $529,153 
Unallocated Amounts:
        
         Current Assets
  88,921   85,125 
         Investment in Unconsolidated Entities
  12,676   12,800 
         Due from Related Parties
  1,709   1,571 
         Other Assets
  5,509   202 
         Goodwill
  2,700   - 
         Notes Receivable
  33,381   37,714 
Total Assets
 $637,693  $666,565