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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K
(Mark One)
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1993
OR
__TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the Transition Period From _________ to _________
Commission File No. 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
incorporation or organization) Identification No.)
650 Poydras Street, New Orleans, Louisiana 70130
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (504) 529-5461
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
___________________ _____________________
Common Stock, $1 Par Value New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
Name of each exchange
Title of each class on which registered
___________________ ____________________
9% Senior Notes Due 2003 New York Stock Exchange
Indicate by check mark if disclosure of delinquent
filers pursuant to Item 405 of Regulations S-K is not
contained herein, and will not be contained, to the
best of registrant's knowledge in definitive proxy or
information statements incorporated by reference in
Part III of this Form 10-K or any amendment to this
Form 10-K. X
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
requirements for the past 90 days. YES X NO ____
State the aggregate market value of the voting stock
held by non-affiliates of the registrant.
Date Amount
____ _______
March 1, 1994 $81,982,688
Indicate the number outstanding of each of the
registrant's classes of common stock, as of the latest
practicable date.
Common stock, $1 par value _____ 5,346,611 shares
outstanding as of March 1, 1994
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Annual Report to Shareholders for
the fiscal year ended December 31, 1993, have been
incorporated by reference into Part I and II of this
Form 10-K. Portions of the registrant's definitive
proxy statement dated March 11, 1994 have been
incorporated by reference into Part III of this Form
10-K.
International Shipholding Corporation
Form 10-K
Table of Contents
PAGE
_____
PART I.
ITEM 1. BUSINESS 2
General 2
History 4
Liner Services/Contracts of
Affreightment 4
Military Sealift Command 6
Pure Car Carriers 8
Domestic Transportation and Services 8
Investments in Specialized Vessels 9
Ancillary Services 10
Marketing 10
Insurance 10
Regulation 11
Competition 14
Employees 15
ITEM 2. PROPERTIES 15
ITEM 3. LEGAL PROCEEDINGS 16
ITEM 4. SUBMISSION OF MATTERS TO A VOTE
OF SECURITY HOLDERS 17
ITEM 4a.EXECUTIVE OFFICERS AND
DIRECTORS OF THE REGISTRANT 17
PART II.
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON
STOCK AND RELATED SECURITY
HOLDER MATTERS 19
ITEM 6. SELECTED FINANCIAL DATA 19
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS 19
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY
DATA 19
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH
ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE 19
PART III.
ITEM 10.DIRECTORS AND EXECUTIVE OFFICERS
OF THE REGISTRANT 20
ITEM 11.EXECUTIVE COMPENSATION 20
ITEM 12.SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND
MANAGEMENT 20
ITEM 13.CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS 20
PART IV.
ITEM 14.EXHIBITS, FINANCIAL STATEMENT
SCHEDULES AND REPORTS
ON FORM 8-K. 21
SIGNATURES 24
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PART I
ITEM 1. BUSINESS
GENERAL
The Company, through its subsidiaries, operates a
diversified fleet of U. S., and foreign flag vessels
that provide international and domestic maritime
transportation services to commercial customers and
agencies of the United States government primarily
under medium- to long-term charters or contracts. The
Company's fleet consists of 27 ocean-going vessels, 14
towboats, 129 river barges, 1,650 LASH barges and
related shoreside handling facilities. The Company's
strategy is to (i) identify customers with marine
transportation needs requiring specialized vessels or
operating techniques, (ii) seek medium- to long-term
charters or contracts with those customers and, if
necessary, modify, acquire or construct vessels to meet
the requirements of those charters or contracts, and
(iii) secure financing for the vessels predicated
primarily on those charter or contract arrangements.
The Company believes that this strategy has produced
valuable long-term relationships with its customers and
stable operating cash flows.
The Company is the only significant operator of
the LASH (lighter aboard ship) system, which it
pioneered in 1969. The Company's fleet includes ten
large LASH vessels, four LASH feeder vessels and 1,650
LASH barges. In its liner services, the Company uses
the LASH system primarily to gather cargo on rivers, in
island chains and in harbors that are too shallow for
traditional vessels and to transport to and from those
areas large items, such as forest products, natural
rubber and steel, that cannot be transported
efficiently in containerized vessels. In addition, the
LASH system enables barges to be rapidly loaded onto
and unloaded from the large LASH vessels without
shoreside support facilities while minimizing the
number of times that the cargo is handled. Because the
Company's LASH barges are used primarily to transport
large items, the Company's LASH fleet often has a
competitive advantage over containerized vessels.
Additionally, because containerized and breakbulk
vessels cannot operate in certain of the areas where
the Company's LASH system operates, the Company often
has a competitive advantage over such vessels.
The Company's diversified ocean-going fleet also
includes (i) two foreign flag and two U.S. flag pure
car carriers that are specially designed to transport
automobiles; (ii) the only two U.S. flag ice-
strengthened multi-purpose vessels, which supply
Pacific rim military bases and scientific operations in
the Arctic and Antarctic; (iii) three roll-on/roll-off
vessels that permit rapid deployment of rolling stock,
munitions and other military cargoes requiring special
handling; and (iv) two PROBO vessels that can carry
various refined petroleum products and dry bulk cargoes
on back-to-back voyages because of their ability to
rapidly self-clean their cargo holds between voyages
with minimal shoreside support. The Company also
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operates 14 inland waterway towboats and 111 super-
jumbo river barges that, together with shoreside
unloading facilities owned and operated by the Company,
transport coal from Indiana to Gulf County, Florida for
an electric utility. The Company currently has under
construction a molten sulphur carrier that is scheduled
for delivery in mid-1994, which will be used to carry
molten sulphur from Port Sulphur, Louisiana to a
processing plant on the Florida Gulf Coast.
Through its principal operating subsidiaries,
Central Gulf Lines, Inc. ("Central Gulf"), LCI
Shipholdings, Inc. ("LCI"), Forest Lines Inc. ("Forest
Lines") and Waterman Steamship Corporation
("Waterman"), the Company engages primarily in four
types of services, including (i) a foreign flag LASH
liner service between U. S. Gulf and East Coast ports
and ports in northern Europe, and a subsidized U. S.
flag LASH liner service between U. S. Gulf and East
Coast ports and ports in South Asia, the Middle East
and northern Africa, (ii) time charters to and other
contracts with the Military Sealift Command ("MSC") for
use in its military prepositioning program and to
service scientific operations in the Arctic and
Antarctic; (iii) time charters to transport Toyota and
Honda automobiles from Japan to the United States and
Hyundai automobiles from Korea primarily to the United
States and Europe; and (iv) domestic transportation and
services, primarily involving its coal and sulphur
contracts and its ownership of an inter-modal transfer
and warehouse facility in Memphis, Tennessee. The
Company also operates a cape-size bulk carrier and has
investments in several foreign entities that own and
operate specialized bulk carriers.
The Company currently has time charters or
contracts to carry cargoes of commercial customers that
include International Paper Company, Freeport-McMoRan,
Inc., The Goodyear Tire and Rubber Company, Toyota
Motor Corporation, Honda Motor Co., Ltd. and Hyundai
Motor Company. The Company is one of the largest
charterers of vessels to the MSC and operates nine
vessels for the MSC under charters or contracts that
typically contain options permitting the customer to
extend the charter or contract on similar terms and
conditions for one or more extension periods. With one
exception, the MSC has always exercised its renewal
options on the Company's charters or contracts, and the
Company generally has been successful in winning
charter or contract renewals when they are rebid. The
Company also operates a U. S. flag LASH liner service
under an operating differential subsidy agreement with
MarAd that expires at the end of 1996.
The Company's business historically has generated
stable cash flows because most of its medium- to long-
term charters provide for a daily charter rate that is
owed whether or not the charterer utilizes the vessel
(unless the vessel is unavailable for the charterer's
use) and most of its medium- to long-term contracts
guarantee a minimum amount of cargo for transportation.
The Company is partially insulated from increases in
certain operating expenses because time charters
generally require the charterer to pay certain voyage
costs, including fuel, port and
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stevedoring expenses, and often include cost escalation
features covering certain of the expenses paid by the
Company.
HISTORY
Central Gulf was founded in 1947 by the late Niels
F. Johnsen and his sons, Niels W. Johnsen, the
Company's current Chairman, and Erik F. Johnsen, its
current President. Central Gulf was privately held
until 1971 when it was acquired by Trans Union
Corporation. In 1978, the Company was formed to act
as a holding company for Central Gulf, LCI and other
affiliated companies in connection with the 1979 spin-
off by Trans Union of the Company's common stock to
Trans Union's stockholders. In 1986, the Company
acquired the assets of Forest Lines, and, in 1989, the
Company acquired the stock of Waterman, which was then
a publicly held company. Since its spin-off from Trans
Union, the Company has continued to act solely as a
holding company, and its only significant assets
consist of the capital stock of its subsidiaries.
LINER SERVICES/CONTRACTS OF AFFREIGHTMENT
Foreign Flag. The Company operates two foreign
flag LASH vessels, the Acadia Forest and the Rhine
Forest, and a self-propelled, semi-submersible feeder
vessel, the Spruce, on a scheduled foreign flag liner
service under the name "Forest Lines". Forest Lines
normally makes 11 round trip sailings per LASH vessel
per year between U. S. Gulf and East coast ports and
ports in northern Europe. Approximately one-half of
the aggregate eastbound cargo space is reserved for
International Paper Company under a long-term contract
of affreightment. The remaining space is provided on a
voyage affreightment basis to commercial shippers.
Historically, approximately 20% has been used by other
paper manufacturers, including Georgia-Pacific
Corporation and Weyerhaeuser Company. Although such
space is provided from voyage to voyage, the Company
has had a continuing relationship with Georgia-Pacific
and Weyerhaeuser since 1969. The remaining 30% has
been used by various commercial shippers to carry
general cargo. Since 1969, when the foreign flag LASH
liner service commenced operation, the vessels
generally have been fully utilized on their eastbound
voyages.
The Company has had ocean transportation contracts
with International Paper since 1969 when the Company
had two LASH ships built to accommodate International
Paper's trade. The Company's contract of affreightment
with International Paper is for the carriage of wood
pulp, liner board and other forest products, the
characteristics of which are well suited for
transportation by LASH vessels because the LASH system
minimizes damage to such cargo by reducing the number
of times that the cargo is handled. In addition, the
LASH system permits the Company to load and unload
these products at the shipper's and the
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receiver's facilities, which are generally located on
river systems that container and breakbulk vessels do
not serve. During 1993, the Company renewed its
contract with International Paper for an additional
ten-year term ending in 2003.
Under the contract of affreightment with
International Paper, the Company has retained each
vessel's cargo capacity on its westbound service. Over
the years the Company has established a solid base of
commercial shippers to which it provides space on the
westbound voyages. The principal cargoes carried by
the Company on the westbound service are high-grade
paper products, aluminum slabs, steel products and
other general cargo. Over the last five years, the
westbound utilization rate for these vessels averaged
approximately 82% per year.
U. S. Flag. Waterman is a party to an operating
differential subsidy agreement with the U. S. Maritime
Administration, an agency of the Department of
Transportation ("MarAd"), that permits the Company to
operate U. S. flag vessels on designated international
trade routes and receive subsidy payments from the
United States government approximating the excess of
certain vessel expenses, primarily wages, over
comparable costs of the Company's principal foreign
flag competitors on the same trade routes. Under the
subsidy agreement, which expires on December 31, 1996,
the Company operates the U. S. flag LASH vessels Sam
Houston, Green Island, Robert E. Lee and Stonewall
Jackson on a scheduled liner service that makes
approximately 16 voyages per year (four per vessel)
between U. S. Gulf and Atlantic ports and ports in the
Red Sea, Persian Gulf and Indian Ocean (Trade Route No.
18) and ports in Indonesia, Malaysia and Singapore
(Trade Route No. 17). The subsidy agreement also
permits the Company to make per year up to 18 calls to
Egyptian ports on the Mediterranean and up to 12 calls
to south and east Africa ports. The Company also
operates the foreign flag FLASH vessels Pine Forest,
FLASH I and FLASH II as feeder vessels in this service
in southeast Asia. In 1993, the Company received
approximately $19.3 million under its subsidy
agreement. See "Item 1. Business - Regulation" for a
discussion of the subsidy program.
On the eastbound portion of this service, a
significant part of each vessel's cargo traditionally
has been shipped to lesser developed countries under
the Public Law-480 program, pursuant to which the
United States government sells or donates surplus food
products for export to developing countries. 75% of
this cargo is reserved for carriage by U.S. flag
vessels, if they are available at reasonable rates.
Awards under the Public Law-480 program are made on a
voyage-to-voyage basis through periodic competitive
bidding. The remaining eastbound cargo consists of
general cargo, including some military equipment. Over
the last five years, these vessels generally have been
fully utilized on their eastbound voyages.
On the westbound portion of this service, the
Company provides a significant portion of its cargo
space to Goodyear for the transportation of natural
rubber under a contract of affreightment expiring in
February 1996. Space is also provided on a
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voyage-to-voyage basis to other importers of natural
rubber, including Uniroyal Goodrich Tire Co.,
Bridgestone/Firestone, Inc. and certain members of the
Rubber Trade Association. The Company has had a
continuing relationship with such companies and the
Association since the early 1970s. The Company's LASH
barges are ideally suited for large shipments of
natural rubber because damage to rubber due to
compression is minimal as compared to the damage that
can occur when shipments are made in traditional
breakbulk vessels. As a result, Waterman is the
largest U.S. flag carrier of natural rubber from
southeast Asia to the United States. The remaining
westbound cargo generally consists of coffee, jute,
guar, piece goods and other general cargo. Over the
last five years, these vessels generally have been
fully utilized on their westbound voyages.
MILITARY SEALIFT COMMAND
General. The Company has had contracts with the
MSC (or its predecessor) almost continuously for
several decades. At the present time, the Company's
subsidiaries have nine vessels under contract to the
MSC. These vessels are employed in the MSC's
prepositioning programs, which strategically place
military cargo throughout the world, or are chartered
to the MSC to service long-term scientific operations.
The Company believes that the demand for military
prepositioning vessels will increase during the next
decade, notwithstanding planned reductions in overall
military spending, because these vessels are vital to
the military's ability to respond quickly to
international incidents throughout the world without
incurring the significant costs of operating foreign
bases, some of which also may not be available because
of changing political situations.
MSC charters and contracts are awarded through
competitive bidding, for fixed terms with options
allowing the MSC to extend the charters or contracts
for additional periods. With one exception, the MSC
has always exercised its extension options, and the
Company generally has been successful in winning
renewals when the charters and contracts are rebid.
All charters and contracts require the MSC to pay
certain voyage costs, including fuel, port and
stevedoring expenses, and certain charters and
contracts include cost escalation features covering
certain of the expenses paid by the Company.
LASH Vessels. The Company charters four U. S.
flag LASH vessels, the Jeb Stuart, Austral Rainbow,
Green Valley and Green Harbour, to the MSC under time
charters that expire in April 1994, September 1994,
November 1994 and December 1994, respectively, and
provide the MSC with options to renew each contract for
one or two additional 17-month periods. These vessels
are in the MSC's prepositioning force and are stationed
in the Indian Ocean area.
Ice-Strengthened Multi-purpose Vessels. The
Company owns and operates the only two U.S. flag ice-
strengthened multi-purpose vessels, the Green Wave and
the Green Ridge. These vessels are capable of
transporting containerized and
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breakbulk cargo and are used by the MSC to resupply
Pacific rim military bases and to supply scientific
projects in the Arctic and Antarctic. A renewal
charter has been entered into for the Green Wave that
will begin upon termination of the current charter and
will extend through March 1995. The renewed charter
may be extended for two additional 17-month periods at
the option of the MSC. In December 1992, the Green
Ridge commenced a new time charter with the MSC that
will expire in June 1994 and may be extended for two
additional 17-month periods at the option of the MSC.
Roll-On/Roll-Off Vessels. In 1983 Waterman was
awarded a contract to operate three U. S. flag roll-
on/roll-off vessels under time charters to the MSC for
use by the United States Navy in its maritime
prepositioning ship ("MPS") program. These roll-
on/roll-off vessels represent three out of the four MPS
vessels currently in the MSC's Atlantic fleet, which
provides support for the U. S. Marine Corps. These
ships, the Sgt. Matej Kocak, Pfc. Eugene A. Obregon and
Maj. Stephen W. Pless, are designed primarily to carry
rolling stock and containers, and can each carry
support equipment for 17,000 military personnel.
Waterman sold the three vessels to unaffiliated
corporations shortly after being awarded the contract,
but retained the right to operate the vessels under
operating agreements. The MSC time charters commenced
in late 1984 and early 1985 for initial five-year
periods and were renewable at the MSC's option for
additional five-year periods up to a maximum of twenty-
five years. These vessels are currently operating in
the first five-year option period (the sixth through
tenth years of the time charters). In 1993, the
Company reached agreement with MSC to make certain
reductions in future charter hire payments in
consideration of fixing the period of these charters
for the full twenty-five years. The charters will now
terminate in the years 2009 and 2010. The operating
agreements are for corresponding periods and are
renewed as the charters are renewed.
Until mid-June 1993, the Company also operated a
roll-on/roll-off vessel, the Rover, which was designed
primarily for horizontal and crane loading of rolling
stock and containers. The Rover had been operated
under a time charter to the MSC since 1984. Upon
expiration of this charter in June 1993, the vessel had
reached the end of its economic useful life and was
sold for demolition for $1.9 million (as compared to a
book value of $1.8 million). A portion of the proceeds
was used to repay the remaining $1.0 million debt that
was secured by a mortgage on the Rover.
Semi-submersible barge. In late 1989, the Company
acquired and commenced operation of a U. S. flag semi-
submersible barge, the Caps Express. The Caps Express
was initially deployed under a charter to the MSC and
was used extensively in Operation Desert Shield/Desert
Storm. The charter expired in April 1991 and the MSC
did not exercise its renewal option under the charter.
Since that time, the Caps Express has been operated
in the commercial market.
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PURE CAR CARRIERS
U. S. Flag. In 1986, the Company entered into
multi-year charters to carry Toyota and Honda
automobiles from Japan to the United States. To
service these charters, the Company had constructed two
U. S. flag pure car carriers, the Green Bay and Green
Lake, which are specially designed to carry 4,000 and
4,660 automobiles, respectively. Both vessels were
built in Japan, but are registered under the U.S. flag,
making them two of only four U.S. flag pure car
carriers in the Japanese trade. In order to be
competitive with foreign flag vessels operated by
foreign crews, the Company worked in close cooperation
with the unions representing the Company's U.S. citizen
shipboard personnel. Service under these charters
commenced in the fourth quarter of 1987. These
charters were recently renewed for additional multi-
year terms.
Foreign Flag. Since 1988, the Company has
transported Hyundai automobiles from Korea primarily to
the Untied States and Europe under two long-term
charters. To service these charters, the Company had
two new foreign flag pure car carriers, the Cypress
Pass and Cypress Trail, constructed by a shipyard
affiliated with Hyundai. Each of the vessels has a
carrying capacity of 4,800 automobiles.
Under each of the car carrier charters, the
charterers are responsible for voyage costs including
fuel, port and stevedoring expenses while the Company
is responsible for normal operating expenses including
crew wages, repairs and insurance. The Hyundai
charters also include escalation features covering
certain of the expenses paid by the Company. During
the terms of these charters, the Company is entitled to
its full fee irrespective of the number of voyages
completed or the number of cars carried per voyage.
DOMESTIC TRANSPORTATION AND SERVICES
Coal. In 1981, the Company entered into a 22-year
contract expiring in 2004 with a Florida based rural
electric generation and transmission cooperative for
the transportation of coal from Mt. Vernon, Indiana to
Gulf County, Florida. Under this contract, which was
awarded pursuant to competitive bidding, the Company is
annually guaranteed transportation of a minimum of 2.7
million tons of coal through its operation of 14
chartered towboats, 108 chartered super-jumbo river
barges and three such barges that it owns. Under this
contract, the Company has typically transported three
million tons of coal per year. To protect both
parties against cost variations, the contract contains
escalation and de-escalation clauses designed to adjust
the contract price for fluctuations in fuel costs,
wages and other operating expenses. The Company is
also responsible for unloading the barges at the
discharge point in Gulf County, Florida and
transferring the coal into railcars. To
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facilitate this process, the Company owns and operates
an automated terminal facility. The terminal can be
operated by relatively few employees and is capable of
loading and unloading three times the amount of coal
currently transported through the facility under the
contract.
Molten Sulphur. The Company recently entered into
a 15-year transportation contract with an affiliate of
Freeport-McMoRan, Inc. for which it is having built a
24,000 deadweight ton molten sulphur carrier that will
carry molten sulphur from a sulphur mine in south
Louisiana to a fertilizer plant on the Florida Gulf
Coast. Under the terms of this contract, the Company
will be guaranteed the transportation of a minimum of
1.8 million tons of sulphur per year. The contract
also gives Freeport three five-year renewal options.
The vessel is now under construction and is expected to
be delivered and begin service late summer 1994. See
"Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations -
Liquidity and Capital Resources."
LITCO Facility. During 1991, the Company entered
into an agreement with Cooper/T. Smith Stevedoring
pursuant to which the Company acquired a 50% interest
in a newly constructed, all weather rapid cargo
transfer facility in the river port of Memphis,
Tennessee for handling LASH barges transported by
subsidiaries of the Company in its U. S. and foreign
flag LASH liner services. The terminal began operation
in May 1992 and provides 287,500 square feet of
enclosed warehouse and loading/discharging stations for
LASH barge, rail, truck and heavy-lift operations. In
June 1993, the Company purchased the other 50% interest
for $1.9 million from Cooper/T. Smith Stevedoring,
which will continue to manage the facility under a
management agreement with the Company.
INVESTMENTS IN SPECIALIZED VESSELS
Liquid Petroleum Gas. In 1985, the Company
purchased a one-third interest in A/S Havtor, a
Norwegian company that owns interests in and charters-
out on a long-term basis vessels specializing in the
transportation of liquid petroleum gas and various
chemical products. During the three months ended March
31, 1993, the Company sold an 18.5% interest in A/S
Havtor for $7.6 million, thereby reducing its interest
to approximately 14.8%. Of the $7.6 million sales
price, $2.8 million was paid in cash and $4.8 million
was represented by a promissory note payable on or
before June 30, 1996 and bearing interest at 7.5% per
annum. The Company also has a 14% equity interest in
A/S Havtor Management, a Norwegian ship management
company affiliated with A/S Havtor.
During 1990, the Company increased its
participation in the liquid petroleum gas market by
acquiring a 10% interest in a 56,000 cubic meter liquid
petroleum gas carrier that was delivered and began
operation during 1993.
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Combination Dry Cargo/Petroleum Products. LCI
holds a 50% equity interest in two foreign entities,
one of which owns two combination dry cargo/petroleum
products (PROBO) vessels, and the other of which
operates the vessels under long-term charters to a
European marketing and profit-sharing pool consisting
of these two vessels and four identical sister ships.
Under these charters, the pool operates and markets the
vessels in exchange for monthly payments that are
periodically adjusted under a profit-sharing formula.
PROBO vessels are able to carry various refined
petroleum products and drybulk cargoes on back-to-back
voyages because of their ability to rapidly self-clean
their cargo holds between voyages with minimal
shoreside support.
ANCILLARY SERVICES
The Company has several subsidiaries providing
ship charter brokerage, agency, barge fleeting and
other specialized services to the Company's
subsidiaries and, in the case of ship charter brokerage
and agency services, to unaffiliated companies. The
income produced by these services substantially covers
the related overhead expenses. These services
facilitate the Company's operations by allowing it to
avoid reliance on third parties to provide these
essential shipping services. The Company also has a
50% equity interest in a firm offering ship management
services in Singapore.
MARKETING
The Company maintains marketing staffs in
Washington, D. C., New York, New Orleans, Houston,
Chicago, Baltimore, San Francisco, Rotterdam and
Singapore and maintains a network of marketing agents
in major cities around the world who market the
Company's liner, charter and contract services. The
Company markets its foreign flag LASH liner service
under the trade name "Forest Lines", and its U.S. flag
LASH liner service between the U. S. Gulf and Atlantic
coast ports and South Asia ports under the Waterman
house flag. The Company advertises its service in
trade publications in the United States and abroad.
INSURANCE
The Company maintains protection and indemnity
("P&I") insurance to cover liabilities arising out of
the ownership or operation of vessels with
Assuranceforeningen GARD and the Standard Steamship
Owners' Protection & Indemnity Association (Bermuda)
Ltd., which are mutual shipowners' insurance
organizations commonly referred to as P&I clubs. Both
clubs are participants in and subject to the rules of
their respective international group of P&I
associations. The premium terms and conditions of the
P&I coverage provided to the Company are governed by
the rules of each club.
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The Company maintains hull and machinery insurance
policies on each of its vessels in amounts related to
the value of each vessel. This insurance coverage,
which includes increased value, freight and time
charter hire, is maintained with a syndicate of hull
underwriters from the United States, British, French
and Scandinavian insurance markets. The Company
maintains war risk insurance on each of the Company's
vessels in an amount equal to each vessel's total
insured hull value. War risk insurance is placed
through underwriters from British, U.S. and French
insurance markets and covers physical damage to the
vessels and P&I risks for which coverage would be
excluded by reason of war exclusions under either the
hull policies or the rules of the applicable P&I club.
The Company also maintains loss of hire insurance
with underwriters from the U.S. and the Norwegian markets
to cover its loss of revenue in the event that a vessel
is unable to operate for a certain period of time due
to loss or damage arising from the perils covered by
the hull and machinery policy.
Insurance coverage for shoreside property,
shipboard consumables and inventory, spare parts,
workers' compensation, office contents, and general
liability risks are maintained with underwriters in the
United States and British markets. The Company also
carries insurance to meet liabilities that could arise
from the discharge of oil or hazardous substances in
U.S., international and foreign waters.
Insurance premiums for the coverage described
above vary from year to year depending upon the
Company's loss record and market conditions. In order
to reduce premiums, the Company maintains certain
deductible and co-insurance provisions that it believes
are prudent and generally consistent with those
maintained by other shipping companies and in recent
years has increased the self-insurance portion under
its insurance program.
REGULATION
The Company's operations between the United States
and foreign countries are subject to the Shipping Act
of 1916, as amended (the "Shipping Act"), which is
administered by the Federal Maritime Commission, and
certain provisions of the Federal Water Pollution
Control Act, the Oil Pollution Act of 1990 and
the Comprehensive Environmental Response Compensation
and Liability Act, all of which are administered by the
U. S. Coast Guard, and certain other international,
federal, state and local laws and regulations,
including international conventions and laws and
regulations of the flag nations of its vessels.
Pursuant to the requirements of the Shipping Act, the
Company has on file with the Federal Maritime
Commission tariffs reflecting the outbound and
inbound prices currently charged by the Company to
transport cargo between the United States and foreign
countries as a common carrier. These tariffs are
filed by the Company either individually or in connec-
tion with its participation as a member of rate or
conference agreements, which are agreements that (upon
becoming effective following filing
12
with the Federal Maritime Commission) permit the members
to agree concertedly upon rates and practices relating
to the carriage of goods in U. S. and foreign ocean
commerce. Tariffs filed by a company unilaterally or
collectively under rate or conference agreements are
subject to Federal Maritime Commission approval. Once
a rate or conference agreement is filed, rates may be
changed in response to market conditions on 30 days'
notice, with respect to a rate increase, and one day's
notice, with respect to a rate decrease.
The Merchant Marine Act of 1936, as amended (the
"Merchant Marine Act") authorizes the Federal govern-
ment to pay an operating differential subsidy ("ODS")
to U. S. flag vessels employed in the foreign trade of
the United States. Under the subsidy program, MarAd
is authorized to pay qualified U.S. flag operators
(i) the differential between U. S. and foreign crew
wage costs and (ii) the differential between U.S.
and foreign costs of protection and indemnity
insurance, hull and machinery insurance, and maintenance
and repairs not compensated by insurance, so that U.S.
ships can compete on an equal footing with their
lower-cost foreign competitors. To qualify for the
subsidy, vessels must be built in the United States,
documented under the U.S. flag and be at least 75%
owned by U.S. citizens. Under subsidy contracts, which
are typically 20 years in length, operators provide
service on "essential trade routes" as determined by
MarAd. Each subsidized operator is required to employ
its vessels between a stated minimum and maximum number
of sailings each year. Currently, four liner operators,
including Waterman, and 13 bulk carrier operators hold
subsidy contracts for a total of 54 liner and 29 bulk
ships. Total U.S. governmental subsidy appropriations
for the fiscal year ending September 30, 1994 were
$240.9 million, and $214.0 million has been requested
for the fiscal year ending September 30, 1995.
Approximately 85% of the aggregate subsidy is paid to
offset crew wage differentials.
Since 1981, the Federal government has entered
into no new subsidy contracts. In 1991, the Bush
administration announced that current contracts would
be honored, but no new contracts would be entered into
as the old contracts expire. Waterman's subsidy
contract expires on December 31, 1996, and all other
subsidy agreements with U.S. flag liner operators
expire on December 31, 1997. Recently, the Clinton
administration proposed a new ten year Maritime
Security Program ("MSP") to be funded at a level of
approximately $1 billion. Under this proposal, direct
payments for U.S. flag vessels operating in foreign
trade would be authorized, beginning in fiscal year
1995 and ending in fiscal year 2004, provided the
vessels remain in active commercial service under the
American flag and are available to the Secretary of
Defense in times of emergency. In addition, the
proposal would allow current ODS ship operators, such
as Waterman, to keep ships under the ODS program until
existing ODS contracts expire, but they may also apply
for inclusion of other vessels under the MSP. Annual
payments under the MSP would no longer be based on a
wage differential, as they are under the current ODS
program, but are fixed amounts, not to exceed $2.5
million per ship for the first three years of the
program and $2.0 million per ship for each of the
remaining years. Restrictions on
13
vessel acquisition, trade routes and foreign vessel
operators would also be relaxed for ship operators
under both programs. A bill similar to the administra-
tion bill overwhelmingly passed the House of
Representatives last year. Action on the administration
bill is expected this year in the Senate. However,
there can be no assurance that a maritime reform bill
will be adopted by Congress or, if adopted, that it
will be signed by the President. Therefore, it is
possible that the existing ODS program will be
terminated and not be replaced by a new program.
Seven of the Company's U.S. flag LASH vessels were
constructed with the aid of construction differential
subsidies and Title XI loan guarantees administered by
MarAd, the receipt of which obligates the Company to
comply with various dividend and other financial
restrictions. Vessels constructed with the aid of
construction differential subsidies may not be operated
in domestic coastwise trade or domestic trade with
Hawaii, Puerto Rico or Alaska without the permission of
MarAd and without repayment of the construction
differential subsidy under a formula established by
law. Recipients of Title XI loan guarantees must pay
an annual fee of up to 1% of the loan amount.
Under the Merchant Marine Act, U.S. flag vessels
are subject to requisition or charter by the United
States whenever the President declares that the
national security requires such action. The owners of
any such vessels must receive just compensation as
provided in the Merchant Marine Act, but there is no
assurance that lost profits, if any, will be fully
recovered. In addition, during any extension period
under each MSC charter or contract, the MSC has the
right to terminate the charter or contract on 30 days'
notice. However, the MSC has never exercised such
termination right with respect to the Company.
Certain of the Company's operations, including its
subsidized U.S. flag LASH liner service and its
carriage of U.S. foreign aid cargoes, as well as the
Company's coal and molten sulphur transportation
contracts and its Title XI financing arrangements,
require the Company to be as much as 75% owned by U.S.
citizens. The Company monitors its stock ownership to
verify its continuing compliance with these
requirements and has never had more than 1% of its
common stock held of record by non-U.S. citizens.
However, the Company's charter and stock transfer
procedures do not prohibit the acquisition of its
common stock by non-U.S. citizens and no assurance can
be given that the Company will remain in compliance
with these requirements in the future.
The Company is required by various governmental
and quasi-governmental agencies to obtain permits,
licenses and certificates with respect to its vessels.
The kinds of permits, licenses and certificates
required depend upon such factors as the country of
registry, the commodity transported, the waters in
which the vessel operates, the nationality of the
vessel's crew, the age of the vessel and the status of
the Company as owner or charterer. The Company
believes that it has or can
14
readily obtain all permits, licenses and certificates
necessary to permit its vessels to operate.
COMPETITION
The shipping industry is intensely competitive and
is influenced by events largely outside the control of
shipping companies. Varying economic factors can cause
wide swings in freight rates and sudden shifts in
traffic patterns. Vessel redeployments and new vessel
construction can lead to an overcapacity of vessels
offering the same service or operating in the same
market. Changes in the political or regulatory
environment can also create competition that is not
necessarily based on normal considerations of profit
and loss. The Company's strategy is to reduce
competitive pressures and the effects of cyclical
market conditions by operating specialized vessels in
identifiable market segments and deploying a substantial
number of its vessels under medium-to long-term charters
or contracts and on trade routes where it has
established market shares. The Company also seeks to
compete effectively in the traditional areas of price,
reliability and timeliness of service.
Competition principally comes from numerous
breakbulk vessels and, occasionally, containerized
vessels.
Much of the Company's revenue is generated by
contracts with the MSC and contracts to transport
Public Law-480 U.S. government-sponsored cargo, a cargo
preference program requiring that 75% of all foreign
aid "Food for Peace" cargo must be transported on U.S.
flag vessels, if they are available at reasonable
rates. The Company competes with all U.S. flag
companies, including Overseas Shipholding Group, Inc.,
OMI Corporation, Marine Transport Lines, Inc., Farrell
Lines, Inc., Lykes Brothers Steamship Company, Sea-Land
Service, Inc. and American President Lines, Inc. for
the MSC work and the Public Law-480 cargo.
Additionally, the Company's principal foreign
competitors include Hoegh Lines, Star Shipping,
Wilhelmsen Lines, and the Shipping Corporation of
India.
The Company's foreign flag LASH liner service
faces competition from foreign flag liner operators
and, to a lesser degree, from U. S. flag liner
operators, including those receiving operating
differential subsidies. In addition, during periods in
which the Company participates in conference agreements
or rate agreements, competition includes not only the
other participants obligated to charge the same rates,
but also non-participants charging lower rates.
Because the Company's LASH barges are used
primarily to transport large items, such as forest
products, natural rubber and steel, that cannot be
transported as efficiently in containerized vessels,
the Company's LASH fleet often has a competitive
advantage over these vessels for this type of cargo.
In addition, the
15
Company believes that the ability of its LASH system
to operate in shallow harbors and river systems and its
specialized knowledge of these harbors and river systems
give it a competitive advantage over operators of
containerized and breakbulk vessels, which vessels are
too large to operate in these areas.
The Company's U.S. and foreign flag pure car
carriers operate worldwide in markets where foreign
flag vessels with foreign crews predominate. The
Company believes that its U.S. flag pure car carriers
can continue to compete effectively if it continues to
receive the cooperation of its unions in controlling
costs.
EMPLOYEES
The Company employs approximately 425 shipboard
personnel and 375 shoreside personnel. The Company
considers relations with its employees to be excellent.
All of the Company's U.S. shipboard personnel and
certain Shoreside personnel are covered by collective
bargaining agreements. Central Gulf, Waterman and
other U.S. shipping companies are subject to collective
bargaining agreements for shipboard personnel in which
the shipping companies servicing U.S. Gulf and East
coast ports also must make contributions to pension
plans for dockside workers. The Employee Retirement
Income Security Act of 1974, as amended, provides for
liabilities for withdrawal from a multi-employer
pension plan if an employer reduces its operations
below a minimum level. It is possible that the failure
or withdrawal of any shipping company employer may
cause other employers (such as the Company) to increase
their plan contributions or result in additional
potential liability. The Company has experienced no
strikes or other significant labor problems during the
last ten years.
ITEM 2. PROPERTIES
Vessels. Of the 27 ocean-going vessels in the
Company's fleet, 20 are owned by the Company, two are
leased, three are operated under operating contracts
and two are owned and operated by a Norwegian
partnership in which the Company has a 50% interest.
Of the 1,650 LASH barges operated in conjunction with
the Company's LASH and FLASH vessels, the Company owns
1,330 barges and leases 320 barges under leases with 12-
year terms expiring in late 2003 and early 2004. The
Company also owns approximately 50 additional LASH
barges, which are not required for current vessel
operations. All of the Company's barges are registered
under the U.S. flag. The Company time charters-in 108
super-jumbo river barges (and owns three such barges)
and 14 towboats specially built to meet the
requirements of the Company's coal transportation
contract. The Company also owns 18 standard river
barges which are re-chartered to unaffiliated companies
on a short-term basis. Until May 1993, these barges
were bareboat chartered-in from
16
affiliates of the Company. Upon the expiration of
these bareboat charters, the Company purchased the
barges from these affiliates for $1.6 million in the
aggregate.
Except for the approximately 50 LASH barges that
are not required for the Company's operations, all of
the vessels owned, operated or leased by the Company
are in good condition. Since 1988, the Company has
completed life extension work on six LASH vessels,
completed the refurbishment of approximately 1,300
related barges and acquired 167 LASH barges at a total
cost of $118.7 million. Management believes that the
useful lives of these vessels have been extended by
this work through at least 2003. Under governmental
regulations, insurance policies and certain of the
Company's financing agreements and charters, the
Company is required to maintain its vessels in
accordance with standards of seaworthiness, safety
and health prescribed by governmental regulations or
promulgated by certain vessel classification societies.
Vessels in the fleet are maintained in accordance
with governmental regulations and the highest class-
ification standards of the American Bureau of Shipping
or, for certain vessels of foreign registry, of
Norwegian Veritas or Lloyds Register classification
societies.
Certain of the vessels and barges owned by the
Company's subsidiaries are mortgaged to various lenders
to secure such subsidiaries' long-term debt. See Note
B of the Notes to the Company's Consolidated Financial
Statements included elsewhere herein.
Other Properties. The Company leases its
corporate headquarters in New Orleans, its
administrative and sales office in New York and office
space in Houston, Chicago and Washington, D. C. The
Company also leases space in St. Charles and Orleans
Parishes, Louisiana for the fleeting of barges.
Additionally, the Company leases a terminal in Memphis,
Tennessee that is a totally enclosed multi-modal cargo
transfer facility. In 1993, the aggregate annual
rental payments under these operating leases were
approximately $ 1.8 million.
The Company owns two separate facilities in St.
Charles Parish, Louisiana and one facility in Jefferson
Parish, Louisiana that are used primarily for the
storage and fleeting of barges. The Company also owns
a terminal in Gulf County, Florida that is used in its
coal transportation contract.
ITEM 3. LEGAL PROCEEDINGS
The Company is a defendant in various lawsuits
that have arisen in the ordinary course of its business
in which claimants seek damages of various amounts for
personal injuries, property damage and other matters.
All material claims asserted under lawsuits of this
nature are covered by insurance.
17
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS
None
ITEM 4a. EXECUTIVE OFFICERS AND DIRECTORS OF THE
REGISTRANT
Set forth below is information concerning the
directors and executive officers of the Company.
Name Current Position
____ _________________
Niels W. Johnsen Chairman and Chief
Executive Officer
Erik F. Johnsen President, Chief Operating
Officer and Director
Harold S. Grehan, Jr. Vice President and Director
Niels M. Johnsen Vice President and Director
Erik L. Johnsen Vice President
Stanley E. Morrison Treasurer
Gary L. Ferguson Vice President and Chief
Financial Officer
Laurance Eustis Director
Raymond V. O'Brien, Jr. Director
Edwin Lupberger Director
Niels W. Johnsen, 71, has been the Chairman
and Chief Executive Officer of the Company since
its commencement of operations in 1979 and is also
Chairman and Chief Executive Officer of each of
the Company's principal subsidiaries. He
previously served as Chairman of Trans Union
Corporation's ocean shipping group of companies
from December 1971 through May 1979. He was one
of the founders of Central Gulf in 1947 and held
various positions with Central Gulf until Trans
Union acquired Central Gulf in 1971. He is also a
director and trustee of Atlantic Mutual Companies,
an insurance company and a director of Reserve
Fund, Inc., a money market fund.
Erik F. Johnsen, 68, has been the President,
Chief Operating Officer and Director of the
Company since its commencement of operations in
1979 and is also the President and Chief Operating
Officer of each of the Company's principal
subsidiaries except Waterman where he is Chairman
of the Executive Committee. Along with his
brother, Niels W. Johnsen, he was one of the
founders of Central Gulf in 1947 and has served as
its President since 1966. Mr. Johnsen is also a
director of First Commerce Corporation, a bank
holding company.
18
Harold S. Grehan, Jr., 66, is Vice President
of the Company. He joined Central Gulf in 1958
and became Vice President in 1959, Senior Vice
President in 1973 and Executive Vice President and
Director in 1979. He participated in the
development of the Company's LASH program and has
direct responsibility for conventional and LASH
vessel traffic movements.
Niels M. Johnsen, 48, is Vice President of
the Company. Mr. Johnsen has served as a director
of the Company since April 1988. He joined
Central Gulf on a full time basis in 1970 and held
various positions with the Company before being
named Vice President in 1986. He is also
President of N. W. Johnsen & Co., Inc., a
subsidiary of the Company engaged in ship and
cargo charter brokerage. He is the son of Niels
W. Johnsen.
Erik L. Johnsen, 36, is Vice President of the
Company. He joined Central Gulf in 1979 and held
various positions with the Company before being
named Vice president in 1987. He is also
President of Sulphur Carriers, Inc., a wholly-
owned subsidiary of the Company. He is the son of
Erik F. Johnsen.
Stanley E. Morrison, 66, is Treasurer of the
Company, a position he assumed when he joined
Central Gulf in 1959.
Gary L. Ferguson, 53, is Vice President and
Chief Financial Officer of the Company. He joined
Central Gulf in 1968 where he held various
positions with the Company prior to being named
Controller in 1977, and Vice President and Chief
Financial Officer in 1989.
Laurance Eustis, 80, has served as a director
of the Company since 1979. He is the Chairman of
the Board of Eustis Insurance, Inc., mortgage
banking and general insurance, located in New
Orleans, Louisiana. Mr. Eustis is also a director
of First Commerce Corporation, a bank holding
company, and Pan American Life Insurance Company.
Raymond V. O'Brien, Jr., 66, has served as a
director of the Company since 1979. He is a
director of Emigrant Savings Bank and Community
Preservation Corporation, New York, New York.
Edwin Lupberger, 57, has served as a director
of the Company since April 1988. Mr. Lupberger is
the Chairman of the Board, Chief Executive Officer
and Director of Entergy Corporation ("Entergy"),
Arkansas Power & Light Company, Louisiana Power &
Light Company, Mississippi Power & Light Company
and New Orleans Public Service, Inc.; Chairman of
the Board and director of System Energy Resources,
Inc., each of which is a wholly-owned subsidiary
of Entergy. He also is a director of First
Commerce Corporation, a bank holding company.
19
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON STOCK
AND RELATED SECURITY HOLDER MATTERS.
The information called for by Item 5 is included
in the 1993 Annual Report to Shareholders in the
section entitled "Common Stock Prices and Dividends for
Each Quarterly Period of 1992 and 1993" and is
incorporated herein by reference to page 19 of Exhibit
13 filed with this 10-K.
ITEM 6. SELECTED FINANCIAL DATA
The information called for by Item 6 is included
in the 1993 Annual Report to Shareholders in the
section entitled "Summary of Selected Consolidated
Financial Data" and is incorporated herein by reference
to page 1 of Exhibit 13 filed with this 10-K.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The information called for by Item 7 is included
in the 1993 Annual Report to Shareholders in the
section entitled "Management Discussion and Analysis of
Financial Condition and Results of Operations" and is
incorporated herein by reference to pages 2 through 4
of Exhibit 13 filed with this 10-K.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The consolidated balance sheets as of December 31,
1993, and December 31, 1992, and the related
consolidated statements of income, changes in
stockholders' investment and cash flows for each of the
three years in the period ended December 31, 1993 are
included in the 1993 Annual Report to the Shareholders
and are incorporated herein by reference to pages 5
through 9 of Exhibit 13 filed with this 10-K. Such
statements have been audited by Arthur Andersen & Co.,
independent public accountants, as set forth in their
report included in such Annual Report and incorporated
herein by reference to page 20 of Exhibit 13 filed with
this 10-K.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE
None
20
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE
REGISTRANT
The information called for by Item 10 is
incorporated herein by reference to Item 4a, Executive
Officers and Directors of the Registrant.
ITEM 11. EXECUTIVE COMPENSATION
The information called for by Item 11 is included
on pages 6, 7 and 8 of the Company's definitive proxy
statement dated March 11, 1994, filed pursuant to
Section 14(a) of the Securities Exchange Act of 1934,
and is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The information called for by Item 12 is included
on pages 2, 3, 4 and 5 of the Company's definitive
proxy statement dated March 11, 1994, filed pursuant to
Section 14(a) of the Securities Exchange Act of 1934,
and is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information called for by Item 13 is included
on pages 2, 3, 4, 5, 8 and 9 of the Company's
definitive proxy statement dated March 11, 1994, filed
pursuant to Section 14(a) of the Securities Exchange
Act of 1934, and is incorporated herein by reference.
21
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND
REPORTS ON FORM 8-K
The following financial statements, schedules and
exhibits are filed as part of this report:
(a) 1. Financial Statements
____________________
The following financial statements and
related notes are included in the Company's
1993 Annual Report to Shareholders and are
incorporated herein by reference to pages 5
through 20 of Exhibit 13 filed with this 10-K.
Consolidated Balance Sheets at December
31, 1993 and 1992
Consolidated Statements of Income for the
years ended December 31, 1993, 1992, and
1991
Consolidated Statements of Changes in
Stockholders' Investment for the years
ended December 31, 1993, 1992 and 1991
Consolidated Statements of Cash Flows for
the years ended December 31, 1993, 1992
and 1991
Notes to Consolidated Financial Statements
Report of Independent Public Accountants
2. Financial Statement Schedules
_____________________________
The list of financial statement schedules
required by Item 8 and Item 14 are
incorporated herein by reference to pages 27,
28, 29 and 30 of this document.
Report of Independent Public Accountants
on Supplemental Schedules
Supplemental Schedules (Consolidated)
Schedule V - Property
Schedule VI - Accumulated Depreciation
Schedule X - Supplemental Income
Statement Information
22
3. 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 Annual Report on Form 10-K for the
year ended December 31, 1987 and incorporated herein
by reference)
(4) Specimen of Common Stock Certificate (filed as an
exhibit to the Company's Form 8-A filed with the
Securities and Exchange Commission on April 25, 1980
and incorporated herein by reference)
(4.1) Form of Indenture between the Company and The Bank
of New York, as Trustee with respect to the 9% Senior
Notes (filed with the Securities and Exchange
Commission on May 5, 1993 as Exhibit 4(c) to the
Company's Registration Statement on Form S-2
[Registration No. 33-62168] and incorporated herein
by reference)
(4.2) Form of 9% Senior Note (filed with the Securities
and Exchange Commission on May 5, 1993 as Exhibit 4(d)
to the Company's Registration Statement on Form S-2
[Registration No. 33-62168] and incorporated herein by
reference)
(11) Statement regarding Computation of Earnings per Share
(13) 1993 Annual Report to Shareholders
(21) Subsidiaries of International Shipholding Corporation
(b) No reports on Form 8-K were filed during the last
quarter of the period covered by this Report.
23
(c) The Index of Exhibits and required Exhibits are
included following the Financial Statement Schedules
beginning at page 31 of this Report.
(d) The Index to Consolidated Financial Statements and
Supplemental Schedules are included following the
signatures beginning at page 26 of this Report.
24
SIGNATURES
Pursuant to the requirements of Section 13 or
15(d) of the Securities 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
(Registrant)
/s/ Gary L. Ferguson
March 23, 1994 By ______________________________
Gary L. Ferguson
Vice President, Chief Financial
Officer and Principal Accounting
Officer
Pursuant to the requirements of the Securities
Exchange Act of 1934, this report has been signed below
by the following persons on behalf of the registrant
and in the capacities and on the dates indicated.
INTERNATIONAL SHIPHOLDING CORPORATION
(Registrant)
/s/ Niels W. Johnsen
March 23, 1994 By ____________________________
Niels W. Johnsen
Chairman of the Board, Director
and Chief Executive Officer
/s/ Erik F. Johnsen
March 23, 1994 By _____________________________
Erik F. Johnsen
President and Director
/s/ Harold S. Grehan, Jr.
March 23, 1994 By _____________________________
Harold S. Grehan, Jr.
Vice President and Director
/s/ Laurance Eustis
March 23, 1994 By __________________________
Laurance Eustis
Director
25
/s/ Edwin Lupberger
March 23, 1994 By __________________________
Edwin Lupberger
Director
/s/ Raymond V. O'Brien, Jr.
March 23, 1994 By ___________________________
Raymond V. O'Brien, Jr.
Director
/s/ Niels M. Johnsen
March 23, 1994 By ___________________________
Niels M. Johnsen
Vice President and Director
/s/ Gary L. Ferguson
March 23, 1994 By ____________________________
Gary L. Ferguson
Vice President, Chief Financial
Officer and Principal Accounting Officer
26
INTERNATIONAL SHIPHOLDING CORPORATION
INDEX TO CONSOLIDATED FINANCIAL STATEMENT SCHEDULES
Page
Number
______
Report of Independent Public Accountants on
Supplemental Schedules 27
Supplemental Schedules (Consolidated)
Schedule V - Property 28
Schedule VI - Accumulated Depreciation 29
Schedule X - Supplemental Income Statement
Information 30
All other schedules are not submitted because they are
not applicable or because the required information is
included in the financial statements or notes thereto.
27
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS ON
SUPPLEMENTAL SCHEDULES
To International Shipholding Corporation:
We have audited in accordance with generally accepted
auditing standards, the consolidated financial
statements included in the Company's 1993 Annual Report
to Shareholders incorporated by reference in this Form
10-K, and have issued our report thereon dated January
18, 1994. Our audit was made for the purpose of
forming an opinion on those financial statements taken
as a whole. Schedules V, VI, and X are presented for
purposes of complying with the Securities and Exchange
Commission's rules and are not part of the basic
financial statements taken as a whole. These schedules
have been subjected to the auditing procedures
applied in the audit of the basic financial statements
and, in our opinion, fairly state in all material
respects the financial data required to be set forth
therein in relation to the basic financial statements
taken as a whole.
ARTHUR ANDERSEN & CO.
New Orleans, Louisiana
January 18, 1994
28
SCHEDULE V
INTERNATIONAL SHIPHOLDING CORPORATION
PROPERTY
(All Amounts in Thousands)
Vessels Other Furniture
and Marine Terminal and Total
Barges Equipment Facilities Land Equipment Property
_____________________________________________________________________________________
Balance at
December 31, 1990 344,770 6,524 13,205 2,483 5,159 372,141
_______ _______ _______ _______ _______ _______
Additions at Cost 30,315 823 -- -- 680 31,818
Retirements or Sales (176) (2,677) -- (357) (48) (3,258)
_______ _______ _______ _______ _______ _______
Balance at
December 31, 1991 374,909 4,670 13,205 2,126 5,791 400,701
_______ _______ _______ _______ _______ _______
Additions at Cost 61,735 550 16 402 2,165 64,868
Retirements or Sales (3,027) (1,087) -- -- (95) (4,209)
_______ _______ _______ _______ _______ ________
Balance at
December 31, 1992 433,617 4,133 13,221 2,528 7,861 461,360
_______ _______ _______ _______ _______ _______
Additions at Cost 14,184 (287) 4,300 (211) 2,409 20,395
Retirements or Sales (15,372) (4) -- -- (594) (15,970)
_______ _______ _______ _______ _______ ________
Balance at
December 31, 1993 $432,429 $ 3,842 $17,521 $ 2,317 $ 9,676 $465,785
======== ======= ======= ======= ======= ========
29
SCHEDULE VI
INTERNATIONAL SHIPHOLDING CORPORATION
ACCUMULATED DEPRECIATION
(All Amounts in Thousands)
Vessels Other Furniture Total
and Marine Terminal and Accumulated
Barges Equipment Facilities Equipment Depreciation
____________________________________________________________________________
Balance at
December 31, 1990 120,552 5,422 5,233 2,933 134,140
_______ _______ _______ _______ ________
Provisions 22,723 541 611 695 24,570
Retirements or Sales -- (2,677) -- (34) (2,711)
_______ _______ _______ _______ ________
Balance at
December 31, 1991 143,275 3,286 5,844 3,594 155,999
_______ _______ _______ _______ ________
Provisions 21,255 303 613 643 22,814
Retirements or Sales (1,237) (65) -- (56) (1,358)
_______ _______ _______ _______ ________
Balance at
December 31, 1992 163,293 3,524 6,457 4,181 177,455
_______ _______ _______ _______ ________
Provisions 22,708 420 589 1,161 24,878
Retirements or Sales (11,845) (3) -- (561) (12,409)
_______ _______ _______ _______ ________
Balance at
December 31, 1993 $174,156 $ 3,941 $ 7,046 $ 4,781 $189,924
======== ======= ======= ======= ========
30
SCHEDULE X
INTERNATIONAL SHIPHOLDING CORPORATION
SUPPLEMENTARY INCOME STATEMENT INFORMATION
(All Amounts in Thousands)
Year Ended December 31,
1993 1992 1991
------------------------
Maintenance and Repair $ 14,381 $ 14,585 $ 14,660
======== ======== ========
31
INTERNATIONAL SHIPHOLDING CORPORATION
EXHIBIT INDEX
Page
Exhibit Number
_______ ______
(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
Annual Report on Form 10-K for the year
ended December 31, 1987 and incorporated
herein by reference) --
(4) Specimen of Common Stock certificate (filed
as an exhibit to the Company's Form 8-A
filed with the Securities and Exchange
Commission on April 25, 1980 and
incorporated herein by reference) --
(4.1) Form of Indenture between the Company and
The Bank of New York, as Trustee with
respect to the 9% Senior Notes (filed
with the Securities and Exchange
Commission on May 5, 1993 as Exhibit 4(c)
to the Company's Registration Statement
on Form S-2 [Registration No. 33-62168]
and incorporated herein by reference) --
(4.2) Form of 9% Senior Note (filed with the
Securities and Exchange Commission on May
5, 1993 as Exhibit 4(d) to the Company's
Registration Statement on Form S-2
[Registration No. 33-62168] and
incorporated herein by reference) --
(11) Statement Regarding Computation of Earnings
per Share, included herein --
(13) 1993 Annual Report to Shareholders,
included herein --
(21) Subsidiaries of International Shipholding
Corporation, included herein --