INTERNATIONAL SHIPHOLDING CORP
10-Q, 1997-08-13
DEEP SEA FOREIGN TRANSPORTATION OF FREIGHT
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<PAGE 1>
        INTERNATIONAL SHIPHOLDING CORPORATION AND SUBSIDIARIES
             UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                   WASHINGTON, D.C.  20549
                         FORM 10-Q
                             
(Mark One)

     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                SECURITIES EXCHANGE ACT OF 1934
X         For the quarterly period ended June 30,1997
                                         ------------

     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
               THE SECURITIES EXCHANGE ACT OF 1934

          For the transition period from_________to_________
                             
Commission file number             2-63322
                      ----------------------------------

                  INTERNATIONAL SHIPHOLDING CORPORATION
- -------------------------------------------------------------------------
   (Exact name of registrant as specified in its charter)

       Delaware                                36-2989662
- --------------------------------    -------------------------------------
(State or other jurisdiction of     (I.R.S.Employer Identification Number)
incorporation or organization)

650 Poydras Street            New Orleans, Louisiana    70130
- ------------------------------------------------------------------------- 
  (Address of principal executive offices)              (Zip Code)

                                (504) 529-5461
- -------------------------------------------------------------------------
       (Registrant's telephone number, including area code)
    
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing for the past 90 days.    YES____X_____     NO__________


Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

     Common Stock $1 Par Value      6,682,887 shares    (June 30, 1997)
                                   ------------------
<PAGE 2>
<TABLE>
                        Part I - Financial Information


                    INTERNATIONAL SHIPHOLDING CORPORATION
                    CONSOLIDATED CONDENSED BALANCE SHEETS
                         (All Amounts in Thousands)
                                (Unaudited)


<CAPTION>
                                             June 30,        December 31,
ASSETS                                         1997              1996
                                          ---------------   --------------
<S>                                             <C>              <C>
Current Assets:
    Cash and Cash Equivalents              $   43,310        $   43,020
    Marketable Securities                       2,204             2,727
    Accounts Receivable, Net of Allowance
      for Doubtful Accounts of $226 and $256
      in 1997 and 1996, Respectively:
         Traffic                               33,154            42,404
         Agents'                                9,213            10,343
         Claims and Other                       3,064             3,048
    Federal Income Taxes Receivable               446             1,366
    Net Investment in Direct Financing Leases   1,966             2,033
    Other Current Assets                        6,512             6,216
    Material and Supplies Inventory, at Cost   13,485            12,043
                                          ---------------   --------------- 
Total Current Assets                          113,354           123,200
                                          ---------------   ---------------
Net Investment in Direct Financing Leases      21,497            22,797
                                          ---------------   ---------------
Vessels, Property and Other Equipment, at Cost:
    Vessels and Barges                        683,370           676,267
    Other Marine Equipment                      7,543             7,500
    Terminal Facilities                        18,284            18,535
    Land                                        2,317             2,317
    Furniture and Equipment                    18,340            17,401
                                          ---------------   ---------------
                                              729,854           722,020
Less -  Accumulated Depreciation             (294,759)         (276,222)
                                          ---------------   ---------------     
                                              435,095           445,798
                                          ---------------   ---------------
Other Assets:
    Deferred Charges in Process of
      Amortization                             44,276            43,318
    Acquired Contract Costs, Net of
      Accumulated Amortization of $11,972 and
      $18,706 in 1997 and 1996, Respectively   18,554            19,523
    Due from Related Parties                      406               443
    Other                                       7,880             6,517
                                          ---------------   ---------------
                                               71,116            69,801
                                          ---------------   --------------- 
                                           $  641,062        $  661,596
                                          ===============   ===============
<FN>
      The accompanying notes are an integral part of these statements.
</TABLE>
<PAGE 3>
<TABLE>
                   INTERNATIONAL SHIPHOLDING CORPORATION
                   CONSOLIDATED CONDENSED BALANCE SHEETS
                       (All Amounts in Thousands)
                             (Unaudited)

<CAPTION>
                                              June 30,         December 31,
                                                1997              1996
                                          ----------------   ---------------
<S>                                             <C>                <C>
LIABILITIES AND STOCKHOLDERS' INVESTMENT

Current Liabilities:
    Current Maturities of Long-Term Debt    $   33,774        $   33,470
    Current Maturities of Capital Lease
      Obligations                                2,579             1,981
    Accounts Payable and Accrued Liabilities    65,567            67,690
    Current Deferred Income Tax Liability        1,475               811
    Current Liabilities to be Refinanced        (5,935)           (7,680)
                                          ----------------   ---------------
Total Current Liabilities                       97,460            96,272
                                          ----------------   ---------------

Current Liabilities to be Refinanced             5,935             7,680
                                          ----------------   ---------------
Billings in Excess of Income Earned
  and Expenses Incurred                          5,567             8,635
                                          ----------------   ---------------
Long-Term Capital Lease Obligations,
   Less Current Maturities                      15,313            17,642
                                          ----------------   ---------------

Long-Term Debt, Less Current Maturities        282,345           299,434
                                          ----------------   ---------------
Reserves and Deferred Credits:
    Deferred Income Taxes                       39,967            40,673
    Claims and Other                            21,603            18,853
                                          ----------------   ---------------
                                                61,570            59,526
                                          ----------------   ---------------
Commitments and Contingent Liabilities

Stockholders' Investment:
   Common Stock                                  6,756             6,756
   Additional Paid-in Capital                   54,450            54,450
   Retained Earnings                           112,745           112,310
   Less - Treasury Stock                        (1,133)           (1,133)
   Unrealized Holding Gain on
     Marketable Securities                          54                24
                                          ----------------   ---------------
                                               172,872           172,407
                                          ----------------   ---------------
                                            $  641,062        $  661,596
                                          ================   ===============
<FN>
      The accompanying notes are an integral part of these statements.
</TABLE>
<PAGE 4>
<TABLE>

                 INTERNATIONAL SHIPHOLDING CORPORATION
              CONSOLIDATED CONDENSED STATEMENTS OF INCOME
       (All Amounts in Thousands Except Share and Per Share Data)
                            (Unaudited)

<CAPTION>
                               Three Months Ended        Six Months Ended 
                             June 30,     June 30,     June 30,     June 30,
                               1997          1996         1997        1996
                            ----------   ----------   ----------   ----------   
<S>                             <C>          <C>          <C>          <C>
Revenues                     $  99,774    $  91,135    $ 183,293    $ 180,625
Subsidy Revenue                  2,746        6,640        9,221       12,385
                            ----------   ----------   ----------   ---------- 
                               102,520       97,775      192,514      193,010
                            ----------   ----------   ----------   ----------  
Operating Expenses:
   Voyage Expenses              79,394       72,276      146,292      142,369
   Vessel and Barge
     Depreciation                8,627        8,040       17,149       16,035
                            ----------   ----------   ----------   ----------

Gross Voyage Profit             14,499       17,459       29,073       34,606
                            ----------   ----------   ----------   ----------
Administrative and General  
 Expenses                        6,651        6,615       13,529       13,305
                            ----------   ----------   ----------   ----------
   Operating Income              7,848       10,844       15,544       21,301
                            ----------   ----------   ----------   ----------
Interest:
   Interest Expense              6,941        7,081       13,942       14,376
   Investment Income              (363)        (578)        (735)      (1,004)
                            ----------   ----------   ----------   ----------
                                 6,578        6,503       13,207       13,372
                            ----------   ----------   ----------   ----------

Income Before Provision for   
  Income Taxes                   1,270        4,341        2,337        7,929
                            ----------   ----------   ----------   ----------

Provision for Income Taxes:
   Current                         379          114          872        1,996
   Deferred                         57        1,414          (47)         822
   State                           157          128          242          178
                            ----------   ----------   ----------   ----------
                                   593        1,656        1,067        2,996
                            ----------   ----------   ----------   ----------
Net Income                   $     677    $   2,685    $   1,270    $   4,933
                            ==========   ==========   ==========   ==========
Earnings Per Common Share:
   Net Income                $    0.10    $    0.40    $    0.19    $    0.74
                            ==========   ==========   ==========   ==========

Weighted Average Shares of  
   Common Stock Outstanding  6,682,887    6,682,887    6,682,887    6,682,887
<FN>
     The accompanying notes are an integral part of these statements.
</TABLE>
<PAGE 5>
<TABLE>
                     INTERNATIONAL SHIPHOLDING CORPORATION
         CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' INVESTMENT
                          (All Amounts in Thousands)
                                (Unaudited)
<CAPTION> 
                                                              Net
                             Additional                    Unrealized
                     Common   Paid-In   Retained  Treasury   Holding      
                     Stock    Capital   Earnings    Stock  Gain/(Loss)  Total  
                    --------  --------  --------  --------  --------  --------
<S>                   <C>       <C>        <C>       <C>       <C>       <C>
Balance at
  December 31, 1995   $6,756   $54,450  $106,158   ($1,133)      $30  $166,261

Net Income for Year Ended
  December 31, 1996      -         -       7,823       -         -       7,823

Cash Dividends           -         -      (1,671)      -         -      (1,671)

Unrealized Holding Loss on
  Marketable Securities,
  Net of Deferred 
  Taxes                  -         -         -         -          (6)       (6)
                    --------  --------  --------  --------  --------  -------- 
Balance at
  December 31, 1996   $6,756   $54,450  $112,310   ($1,133)      $24  $172,407
                    ========  ========  ========  ========  ========  ========
Net Income for the Period 
  Ended June 30, 1997    -         -       1,270       -         -       1,270

Cash Dividends           -         -        (835)      -         -        (835)

Unrealized Holding Gain on
  Marketable Securities,
  Net of Deferred
  Taxes                  -         -         -         -          30        30
                    --------  --------  --------  --------  --------  --------
Balance at
  June 30, 1997       $6,756   $54,450  $112,745   ($1,133)      $54  $172,872
                    ========  ========  ========  ========  ========  ========
<FN>
      The accompanying notes are an integral part of these statements.
</TABLE>
<PAGE 6>
<TABLE>

                    INTERNATIONAL SHIPHOLDING CORPORATION
                CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                         (All Amounts in Thousands)
                                (Unaudited)

<CAPTION>
                                                      Six Months Ended
                                                          June 30,
                                                    1997           1996
                                                -----------    -----------
<S>                                                 <C>            <C>
Cash Flows from Operating Activities:
    Net Income                                   $    1,270     $    4,933
    Adjustments to Reconcile Net Income to Net
      Cash Provided by Operating Activities:
         Depreciation                                18,541         17,097
         Amortization of Deferred Charges and
           Other Assets                              11,660          9,002
         Provision for Deferred Income Taxes            825          2,887
         Gain on Sale of Assets                         -              (87)
    Changes in:
          Accounts Receivable                        10,101         (2,055)
          Net Investment in Direct Financing Leases   1,366          1,060
          Inventories and Other Current Assets       (1,683)         1,509
          Other Assets                                 (778)           147
          Accounts Payable and Accrued Liabilities      142          4,513
          Federal Income Taxes Payable                 (368)        (9,570)
          Unearned Income                            (3,068)         1,084
          Reserve for Claims and Other 
            Deferred Credits                          2,750           (206)
                                                -----------     ----------
Net Cash Provided by Operating Activities            40,758         30,314
                                                -----------     ----------
Cash Flows from Investing Activities:
    Purchase of Vessels and Other Property          (12,627)       (28,688)
    Additions to Deferred Charges                    (9,081)        (2,604)
    Proceeds from Sale of Assets                          5             97
    Proceeds from Short-Term Investments               -             1,799
    Other Investing Activities                          612          9,503
                                                -----------    -----------
Net Cash Used by Investing Activities               (21,091)       (19,893)
                                                -----------    -----------      
Cash Flows from Financing Activities:
    Proceeds from Issuance of Debt                   59,632         44,628
    Reduction of Debt and Capital Lease
      Obligations                                   (78,148)       (39,646)
    Additions to Deferred Financing Charges             (26)        (1,465)
    Common Stock Dividends Paid                        (835)          (835)
                                                ------------    -----------
Net Cash (Used) Provided by Financing Activities     (19,377)         2,682
                                                ------------    -----------
Net Increase in Cash and Cash Equivalents                290         13,103 
Cash and Cash Equivalents at Beginning of Period      43,020         54,281
                                                ------------    -----------
Cash and Cash Equivalents at End of Period       $    43,310     $   67,384
                                                ============    ===========
<FN>
      The accompanying notes are an integral part of these statements.
</TABLE>
<PAGE 7>

             NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                               JUNE 30, 1997
                                (Unaudited)
                             
Note 1.  Basis of Preparation
     The accompanying unaudited interim financial statements have been
prepared pursuant to the rules and regulations of the Securities and Exchange
Commission.  Certain information and footnote disclosures required by 
generally accepted accounting principles for complete financial statements
have been omitted.  It is suggested that these interim statements be read in
conjunction with the financial statements and notes thereto included in the
Form 10-K of International Shipholding Corporation for the year ended
December 31, 1996.  Certain reclassifications have been made to prior period
financial information in order to conform to current year presentations.
      Interim statements are subject to possible adjustments in connection 
with the annual audit of the Company's accounts for the full year 1997.  In
the opinion of management, all adjustments (consisting of only normal
recurring adjustments) necessary for a fair presentation of the information
shown have been included.
      The foregoing 1997 interim results are not necessarily indicative of the
results of operations for the full year 1997. 
     The Company's policy is to consolidate all subsidiaries in which it holds
greater than 50% voting interest.  All significant intercompany accounts and
transactions have been eliminated.

Note 2.  Current Liabilities to be Refinanced
       During the second quarter of 1997, the Company performed extensive
drydock work on one of its Ice-Strengthened Multi-Purpose vessels to prepare
that vessel for the commencement of a Military Sealift Command contract. As of
June 30, 1997, the Company had committed to financing this drydock through a 
$5,000,000 long-term loan with a commercial bank.  As of June 30, 1997, the
Company also had $953,000 remaining to be drawn on a long-term loan with a
commercial bank obtained to finance the purchase and refurbishment of a LASH
vessel.  The costs remaining to be paid for the aforementioned drydock and
refurbishment are expected to be paid within one year and are included in 
"Accounts Payable and Accrued Liabilities" on the Company's June  30,  1997,

<PAGE 8>
consolidated balance sheet.  To properly reflect the Company's "Current
Liabilities" as of June 30, 1997, these amounts to be refinanced which totaled
$5,935,000 were reclassified as long-term liabilities and included in
"Current Liabilities to be Refinanced".

Note 3.  Comprehensive Income
      In June of 1997, the Financial Accounting Standards Board issued
Statement No. 130 (FAS  130), "Reporting Comprehensive Income," which requires
that comprehensive income be reported in a financial statement that is
displayed with the same prominence as other financial statements with an
aggregate amount of comprehensive income reported in that same financial 
statement.  FAS 130 is effective for financial statements issued for periods 
beginning after December 15, 1997, and requires restatement for all prior 
period comparative financial statements.  The effect on the Company of
implementing FAS 130 will not be material.

<PAGE 9>
          INTERNATIONAL SHIPHOLDING CORPORATION AND SUBSIDIARIES
        MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                         AND RESULTS OF OPERATIONS
                  
                  
     Certain statements made in this report or elsewhere by, or on behalf of,
the Company that are not based on historical facts are intended to be
forward-looking statements within the meaning of the safe harbor provisions of
the Private Securities Litigation Reform Act of 1995. Forward-looking
statements are based on assumptions about future events and are therefore 
subject to risks and uncertainties.  The Company cautions readers that certain
important factors have affected and may affect in the future the Company's
actual consolidated results of operations and may cause future results to
differ materially from those expressed in or implied by any forward-looking
statements made in this report or elsewhere by, or on behalf of, the Company.
For a description of certain of these important factors, refer to the 
Company's Form 10-K filed with the Securities and Exchange Commission for the
year ended December 31, 1996.

      The Company's vessels are operated under a variety of charters, liner
services and contracts.  The nature of these arrangements is such that,
without a material variation in gross voyage profits (total revenues less 
voyage expenses and vessel and barge depreciation), the revenues and expenses
attributable to a vessel deployed under one type of charter or contract can
differ substantially from those attributable to the same vessel if deployed
under a different type of charter or contract.  Accordingly, depending on the
mix of charters or contracts in place during a particular accounting period, 
the Company's revenues and expenses can fluctuate substantially from  one 
period to another even though the number of vessels deployed, the number of 
voyages completed, the  amount  of cargo carried and the gross voyage profit
derived from the vessels remain relatively  constant.  As a result, 
fluctuations in voyage revenues and expenses are not necessarily indicative
of trends in profitability, and management believes that gross voyage profit
is a more appropriate measure of performance than revenues.  Accordingly, the
discussion below addresses  variations in gross voyage profits rather than 
variations in revenues.

<PAGE 10>
                            RESULTS OF OPERATIONS
                             
                        SIX MONTHS ENDED JUNE 30, 1997
                COMPARED TO THE SIX MONTHS ENDED JUNE 30, 1996

Gross Voyage Profit
- -------------------
     Gross voyage profit decreased 16.0% to $29.1 Million in the first six
months of 1997 as compared to $34.6 Million in the  same period of 1996.  
Gross voyage profit was primarily impacted  by 65 more out of service days in
1997  than  1996 for scheduled drydocking and repairs. The Company's  gross 
voyage profit was also negatively impacted when the Company decided  to
discontinue development of a new  LASH  service between the U.S. Gulf and
Brazil.  During the second quarter of  this  year, previously deferred costs
of approximately $1.2 Million were  charged to operating expense for 
termination costs and the repositioning of equipment.
       Scheduled  charterhire  rate  reductions, effective January 1, 1997,
for the Company's three Roll-On/Roll-Off vessels employed in the Military 
Prepositioning Service also contributed to the decrease in gross voyage profit.
      Early in the first quarter of 1997, the Company added the  newly 
acquired and refurbished LASH  vessel, Atlantic Forest, to its TransAtlantic
liner service. This  added capacity coinciding with a soft spot in the market
complicated by a strengthened dollar that tended  to  reduce U.S. exports
resulted in a lower gross voyage  profit  from this  service during the first
half of 1997 as compared  to the same period of 1996.
      The  Company's Operating Differential Subsidy (ODS) agreements for its 
four LASH vessels in  Waterman's liner service expired for each of the vessels
as their respective 1996 year-end  cross-over voyages terminated  during the 
first and second quarters of 1997. Upon the expiration of the ODS agreements, 
these vessels began participation in the Maritime Security Program (MSP), 
which provides for subsidy payments of approximately $2.1 Million per vessel 
per year, as  compared to approximately $5.8 Million per vessel per year under
the ODS.  In order to partially overcome the decrease in the amount of subsidy
payments provided under MSP, as compared to ODS, the Company was able to 
reduce its shipboard and shoreside costs.
      MSP  payments received on the Company's U.S. Flag Pure Car Carriers,
which became participants in the MSP during October of 1996, and an increase 
in the amount of cargo moved by the Company's Special Purpose Vessels ("SPV")
and barges, under long-term contract providing transportation services to a
major mining company in Indonesia, partially offset the aforementioned 
decreases in gross voyage profit. Additionally,  the first six months of 1996

<PAGE 11>
were negatively impacted by a damage claim made against the Company's
insurance subsidiary causing an increase in gross profit for this subsidiary
for the first six months of 1997.
      Vessel and barge depreciation for the first six months of 1997 increased
6.9% to $17.1 Million as compared to $16.0 Million in the same period of 1996
due to the commencement of  operations of the Energy Enterprise, Atlantic
Forest and associated  LASH barges, and a container vessel, Java Sea,
operating in conjunction with the two SPV's in February  of 1996, September of
1996, and January of 1997, respectively.  These increases were partially 
offset by a decrease resulting from the sale, in mid-1996, of the Company's
semi-submersible barge, the Caps Express.

Other Income and Expenses
- -------------------------
     In its continuing effort to decrease overhead expenses, the Company 
effected a small reduction in force at the  end of  the first  quarter of this
year. Severance  payments resulting  from this reduction were the primary
reason for the increase in administrative and general expenses from $13.3 
Million  in  the first six months of 1996 to $13.5 Million in the same period
in 1997.
      Interest expense decreased 3.0% from $14.4 Million in the first six 
months of 1996 to $13.9 Million in the same period of 1997 primarily due to 
regularly scheduled payments on outstanding debt, the expiration last year of
an interest rate  swap  agreement  on  which the  Company had incurred 
interest  during  the  first half of 1996, and the early repayment of a $9.5 
Million long-term debt at the end of the first quarter  of  1996.  These
decreases  were  partially offset  by  increases  resulting from interest
incurred on higher outstanding balances drawn on lines of credit, additional
draws on the long-term financing of the SPV's, the financing of the Atlantic
Forest and associated barges, and the financing of the Java Sea.
     Investment income decreased from $1.0 Million in the first six months of
1996 to $735,000 in the same period  of 1997  reflecting a reduction in the
balance of invested funds.

Income Taxes
- ------------
      The Company provided $825,000 for Federal income taxes in the first six
months of 1997 as compared to $2.8 Million in the first six months of 1996.
The statutory rate was 35% for both periods.

<PAGE 12>
                       SECOND QUARTER ENDED JUNE 30, 1997
                COMPARED TO SECOND QUARTER ENDED JUNE 30, 1996

Gross Voyage Profit
- -------------------
     Gross voyage profit decreased 17.0% to $14.5 Million in the second 
quarter of 1997 as compared to $17.5 Million in the  same period of 1996. 
Gross voyage profit was primarily affected  by increased out of service days
for the Company's Waterman  LASH  vessels  and its U.S. Flag  Coal  Carrier,
Energy  Enterprise.  In addition, the strength of the dollar tended  to
reduce U.S. exports resulting in a  lower  gross voyage profit from the 
Company's TransAtlantic liner service during the first half of 1997 as
compared to the same period of 1996.
     The charterhire rate reductions for the Company's three Roll-On/Roll-Off
vessels  and the costs related to the discontinued development of the Brazil
LASH service  also reduced the second quarter gross voyage profit of this year
as compared to the same period last year.
      MSP payments received on the Company's U.S. Flag Pure Car Carriers and a
damage claim made in the second quarter of last  year against the Company's
insurance subsidiary caused an increase in gross profit for the first six
months of 1997 as compared to the same period of 1996.
     Vessel and barge depreciation for the second quarter of 1997 increased
7.3% to $8.6 Million as compared to $8.0 Million in the same period of 1996
primarily  due to the commencement  of operations of the Atlantic Forest and
associated LASH barges as well as the Java Sea in January of 1997 and 
September of 1996, respectively.

Other Income and Expenses
- -------------------------
      Administrative  and general expenses  for  the second quarter of this
year were comparable to the same period last year.
      Interest expense decreased slightly from $7.1 Million in  the  second
quarter of 1996 to $6.9 Million in the  same period of 1997 primarily due to
regularly scheduled payments on  outstanding  debt and the expiration  last
year  of  an interest rate swap  agreement.   These  decreases were partially
offset by the increases described  in  the six months comparison above.
     Investment income decreased from $578,000 in the second quarter  of 1996
to $363,000 in the same  period of  1997 reflecting a reduction in the balance
of invested funds.


<PAGE 13>
Income Taxes
- ------------
      The Company provided $436,000 for Federal income taxes in the second 
quarter of 1997 as compared to $1.5 Million in the  second quarter of 1996.  
The statutory rate was 35% for both periods.

                    LIQUIDITY AND CAPITAL RESOURCES
                             
      The  Company's  working capital decreased  from $26.9 Million  at
December 31, 1996, to $15.9 Million at June  30, 1997.   Cash and cash 
equivalents increased during the first six months of 1997 by $290,000 to a
total of $43.3 Million.
      Positive  cash  flows  were  achieved  from operating activities in the
first six months of 1997 in the amount of $40.8  Million.  The major sources 
of cash from operations were  net income, adjusted for non-cash provisions
such as depreciation and amortization, and collections on accounts receivable.
      Net  cash  used for investing activities  amounted to $21.1  Million
during the first six months of  1997. Major investments included the purchase
for $3.1 Million of a new LASH  vessel,  Willow,  and  capital  improvements
on the following:   Atlantic  Forest and  associated  LASH  barges; Energy 
Enterprise; one of the LASH vessels operating in  the Waterman liner service; 
and the SPV's which amounted to $4.3 Million, $2.0 Million,  $1.8  Million, 
and $581,000, respectively.  Other uses of cash included the  addition of 
$9.1  Million in deferred vessel drydocking charges.  Proceeds from investing 
activities included $573,000 received upon the maturity of certain marketable
securities.
      Net cash used by financing activities during the first six months of 
1997 totaled $19.4 Million.  Proceeds from the issuance of debt obligations
of $59.6 Million included $48.0 Million drawn under the Company's lines of
credit, of  which $19.3  Million  was outstanding as of June  30, 1997;
$6.5 Million from the refinancing of balloon notes due on certain of  the
Company's  debt early this year; and  $5.1  Million associated with the 
refurbishment of the Atlantic Forest and associated  LASH barges.  Cash used 
for financing activities included  $58.7  Million to repay amounts which  
were  drawn under  lines  of  credit in late 1996  and  in  1997,  $19.4 
Million for regularly  scheduled payments on other outstanding debt and 
capital lease obligations, and $835,000 to meet common stock dividend 
requirements.
      Late in the second quarter of this year, the Company purchased a LASH 
vessel renamed Willow for  $2.6 Million. This  vessel  will be refurbished at
a cost of approximately $10 Million and will join the Company's LASH fleet
later this year as a possible replacement for one of the Company's 

<PAGE 14>
older LASH vessels.  The purchase was financed with  draws  on the Company's
lines of credit.  The Company has committed to the purchase of two additional 
LASH vessels for  a  total  of approximately $16.9 Million in  the  third 
quarter of this  year.  These  vessels  will also be refurbished  for 
approximately $10 Million each and will also likely replace older LASH vessels
in the Company's  fleet.  The Company is currently investigating various 
options for the financing of the purchase of these two additional vessels in
the third quarter  and  for  the refurbishment of all three vessels.
     To meet short-term requirements when fluctuations occur in working 
capital, the Company has available three lines of credit totaling $35.0
Million.  As of June 30, 1997, $19.3 Million  was drawn on these lines of 
credit,  of  which  $8.0 Million was repaid early in the third quarter of 1997.
      The Company has not been notified that it is a potentially responsible 
party in connection with any environmental matters.
      At a regular meeting held July 16, 1997, the Board of Directors declared
a quarterly dividend of 6.25  cents per Common  Share payable on September 
19, 1997, to shareholders of record on September 5, 1997.

<PAGE 15>
                PART II - OTHER INFORMATION
                             
ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     The matters voted upon and results of the voting at the Company's annual
meeting of shareholders  held April  16, 1997,  were reported in response to 
Item 4 of the  Company's Form  10-Q filed with the Securities and Exchange 
Commission for  the  quarterly  period ended March 31, 1997, and are 
incorporated herein by reference.


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)  EXHIBIT INDEX
                            Exhibit Number        Description
                            --------------        ------------------------ 
     Part I Exhibits:              27             Financial Data Schedule

     Part  II  Exhibits:            3             Restated Certificate of 
                                                  Incorporation, as amended,
                                                  and By-Laws of the Registrant
                                                  (filed with the Securities
                                                  and Exchange Commission as 
                                                  Exhibit 3 to the Registrant's
                                                  Form 10-Q for the quarterly
                                                  period ended June 30, 1996,
                                                  and incorporated herein by
                                                  reference)

(b)   No reports on Form 8-K have been filed for the three months ended June
      30, 1997.



SIGNATURES

      Pursuant  to  the requirements of the  Securities and Exchange  Act of 
1934, the registrant has duly  caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.

                   INTERNATIONAL SHIPHOLDING CORPORATION
                             
   
                           /s/ Gary L. Ferguson                           
               _____________________________________________
                              Gary L. Ferguson
                 Vice President and Chief Financial Officer


Date     August 12, 1997
     __________________________




<TABLE> <S> <C>

<ARTICLE> 5
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-END>                               JUN-30-1997
<CASH>                                           43310
<SECURITIES>                                      2204
<RECEIVABLES>                                    45431
<ALLOWANCES>                                       226
<INVENTORY>                                      13485
<CURRENT-ASSETS>                                113354
<PP&E>                                          729854
<DEPRECIATION>                                  294759
<TOTAL-ASSETS>                                  641062
<CURRENT-LIABILITIES>                            97460
<BONDS>                                         303593
                                0
                                          0
<COMMON>                                          6756
<OTHER-SE>                                      166116
<TOTAL-LIABILITY-AND-EQUITY>                    641062
<SALES>                                              0
<TOTAL-REVENUES>                                192514
<CGS>                                                0
<TOTAL-COSTS>                                   176970
<OTHER-EXPENSES>                                 13942
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                               13942
<INCOME-PRETAX>                                   2337
<INCOME-TAX>                                      1067
<INCOME-CONTINUING>                               1270
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                      1270
<EPS-PRIMARY>                                     0.19
<EPS-DILUTED>                                     0.19
<FN>
<F1>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FINANCIAL 
STATEMENTS FOR THE PERIOD ENDED JUNE 30, 1997 AND IS QUALIFIED IN ITS ENTIRETY
BY REFERENCE TO SUCH FINANCIAL STATEMEMTS.
<F2>
Amounts inapplicable or not disclosed as a separate line on the Balance Sheet
or Statement of Income are reported as 0 herein.
<F3>
Notes and accounts receivable-trade are reported net of allowances for doubtful 
accounts in the Balance Sheet.
</FN>
        

</TABLE>


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