INTERNATIONAL SHIPHOLDING CORP
10-Q, 1997-11-07
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)

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

          For the quarterly period ended   September 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 (September 30,  1997)
                                     ----------------
<PAGE>2
<TABLE>
                   Part I - Financial Information
                              
               INTERNATIONAL SHIPHOLDING CORPORATION
               CONSOLIDATED CONDENSED BALANCE SHEETS
                    (All Amounts in Thousands)
                           (Unaudited)
                              
                              
<CAPTION>
                                         September 30,      December 31,
ASSETS                                       1997              1996
                                        ---------------    ---------------
<S>                                        <C>                <C>
Current Assets:                                          
   Cash and Cash Equivalents              $  25,208          $  43,020
   Marketable Securities                     10,184              2,727
   Accounts Receivable, Net of Allowance
    for Doubtful Accounts of $183 and $256      
    in 1997 and 1996, Respectively:
       Traffic                               39,728             42,404
       Agents'                                8,509             10,343
       Claims and Other                       2,266              3,048
   Federal Income Taxes Receivable              404              1,366
   Net Investment in Direct Financing Leases  1,949              2,033
   Other Current Assets                       5,579              6,216
   Material and Supplies Inventory, at Cost  13,899             12,043
                                        ---------------   ----------------     
Total Current Assets                        107,726            123,200
                                        ---------------   ----------------     
Marketable Equity Securities                    757                -
                                        ---------------   ----------------      
Net Investment in Direct Financing Leases    21,177             22,797
                                        ---------------   ----------------      
Vessels, Property and Other                              
Equipment, at Cost:
   Vessels and Barges                       688,240            676,267
   Other Marine Equipment                     7,587              7,500
   Terminal Facilities                       18,291             18,535
   Land                                       2,317              2,317
   Furniture and Equipment                   18,553             17,401
                                       ----------------   ----------------      
                                            734,988            722,020
Less -  Accumulated Depreciation           (303,984)          (276,222)
                                       ----------------   ----------------  
                                            431,004            445,798
                                       ----------------   ----------------
Other Assets:                                            
   Deferred Charges in Process of                     
     Amortization                            41,155             43,318
   Acquired Contract Costs, Net of                       
     Accumulated Amortization of                            
     $12,335 and $18,706 in 1997
     and 1996, Respectively                  18,190             19,523
   Due from Related Parties                     388                443
   Other                                      7,346              6,517
                                       ----------------   ----------------     
                                             67,079             69,801
                                       ----------------   ----------------     
                                          $ 627,743          $ 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>                              
                                          September 30,      December 31,
                                              1997               1996
                                        ----------------   ---------------
<S>                                           <C>               <C>
LIABILITIES AND STOCKHOLDERS' INVESTMENT

Current Liabilities:                                       
   Current Maturities of Long-Term Debt   $  34,821          $  33,470
   Current Maturities of Capital Lease                     
     Obligations                              2,579              1,981
   Accounts Payable and Accrued Liabilities  52,080             67,690
   Current Deferred Income Tax Liability      1,945                811
   Current Liabilities to be Refinanced         -               (7,680)
                                        ----------------   ----------------
Total Current Liabilities                    91,425              96,272
                                        ----------------   ----------------     
Current Liabilities to be Refinanced            -                 7,680
                                        ----------------   ----------------    
Billings in Excess of Income Earned and                     
   Expenses Incurred                          8,102               8,635
                                        ----------------   ----------------     
Long-Term Capital Lease Obligations,                       
   Less Current Maturities                   14,994              17,642
                                        ----------------   ----------------     
Long-Term Debt, Less Current Maturities     277,982             299,434
                                        ----------------   ----------------    
Reserves and Deferred Credits:                             
   Deferred Income Taxes                     38,980              40,673
   Claims and Other                          23,407              18,853
                                        ----------------   ----------------     
                                             62,387              59,526
                                        ----------------   ----------------    
Commitments and Contingent Liabilities                     
                                                           
Stockholders' Investment:                                  
   Common Stock                               6,756               6,756
   Additional Paid-in Capital                54,450              54,450
   Retained Earnings                        112,732             112,310
   Less - Treasury Stock                     (1,133)             (1,133)
   Unrealized Holding Gain on        
     Marketable Securities                       48                  24
                                        ----------------   ----------------     
                                            172,853             172,407
                                        ----------------   ----------------    
                                          $ 627,743           $ 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        Nine Months Ended
                           Sept. 30,   Sept.30,     Sept. 30,  Sept. 30,
                             1997        1996         1997       1996
                          ---------   ---------    ---------   ---------
<S>                         <C>         <C>          <C>        <C> 
Revenues                  $  97,141   $  83,148    $ 280,434   $ 263,773
Subsidy Revenue               3,168       7,270       12,389      19,655
                          ---------   ---------    ---------   ---------
                            100,309      90,418      292,823     283,428
Operating Expenses:                                       
   Voyage Expenses           78,566      66,039      224,858     208,408
   Vessel and Barge  
    Depreciation              8,629       8,246       25,778      24,281
                          ---------   ---------    ---------   ---------       
Gross Voyage Profit          13,114      16,133       42,187      50,739
                          ---------   ---------    ---------   ---------        
Administrative and
 General Expenses             5,893       6,418       19,422      19,723
                          ---------   ---------    ---------   ---------
   Operating Income           7,221       9,715       22,765      31,016
                          ---------   ---------    ---------   ---------        
Interest:                                                 
   Interest Expense           6,937       7,102       20,879      21,478
   Investment Income           (346)       (512)      (1,081)     (1,516)
                          ---------   ---------    ---------   ---------
                              6,591       6,590       19,798      19,962
                          ---------   ---------    ---------   ---------       
                                                          
Income Before Provision
 for Income Taxes               630       3,125        2,967      11,054
                          ---------   ---------    ---------   ---------        
Provision for Income Taxes:                                     
   Current                      898         409        1,770       2,405
   Deferred                    (696)        608         (743)      1,430
   State                         23          55          265         233
                          ---------   ---------    ---------   ---------       
                                225       1,072        1,292       4,068
                          ---------   ---------    ---------   ---------       
                         
Net Income                $     405   $   2,053    $   1,675   $   6,986
                          =========   =========    =========   =========       
Earnings Per Common Share:                                      
         Net Income       $    0.06   $    0.31    $    0.25   $    1.05
                          =========   =========    =========   =========       

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 September 30, 1997   -        -       1,675     -       -        1,675
                                                                   
Cash Dividends              -        -      (1,253)    -       -       (1,253)
                                                                        
Unrealized Holding Gain on 
 Marketable Securities,
 Net of Deferred Taxes      -        -        -        -         24        24
                         -------  -------  -------  -------  -------  -------  
Balance at       
 September 30, 1997      $ 6,756  $54,450  $112,732 ($1,133) $    48  $172,853
                         =======  =======  =======  =======  =======  =======
<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>                                                      
                                             Nine Months Ended
                                               September 30,
                                             1997         1996
                                          ----------   ---------- 
<S>                                       <C>            <C>       
Cash Flows from Operating Activities:                     
  Net Income                              $   1,675    $   6,986
  Adjustments to Reconcile Net Income                   
   to Net Cash
    Provided by Operating Activities:                   
      Depreciation                           27,805       25,962
      Amortization of Deferred Charges                        
        and Other Assets                     18,200       14,043
      Provision for Deferred Income Taxes     1,027        3,835
      Gain on Sale of Assets                     (8)         (11)
    Changes in:                                         
       Accounts Receivable                    4,647       (3,472)
       Net Investment in Direct Financing                     
         Leases                               1,704        1,581
       Inventories and Other Current Assets  (1,148)      (2,096)
       Other Assets                            (466)        (439)
       Accounts Payable and Accrued 
         Liabilities                        (11,616)         620
       Federal Income Taxes Payable            (502)      (9,570)
       Unearned Income                         (533)       1,998
       Reserve for Claims and Other
         Deferred Credits                     4,770       (3,655)
                                          ----------   ----------
Net Cash Provided by Operating Activities    45,555       35,782
                                          ----------   ----------              
Cash Flows from Investing Activities:                     
  Purchase of Vessels and Other Property    (17,248)     (54,813)
  Additions to Deferred Charges             (14,822)     (25,380)
  Proceeds from Sale of Assets                  245        2,512
  Purchase of and Proceeds from Short-Term
    Investments                              (7,484)       1,799
  Purchase of Marketable Equity Securities     (778)         -
  Other Investing Activities                    131       13,175
                                          ----------   ----------
Net Cash Used by Investing Activities       (39,956)     (62,707)
                                          ----------   ----------              
Cash Flows from Financing Activities:                     
  Proceeds from Issuance of Debt             73,066      104,376
  Reduction of Debt and Capital Lease                   
    Obligations                             (95,147)     (86,302)
  Additions to Deferred Financing Charges       (77)      (1,476)
  Common Stock Dividends Paid                (1,253)      (1,253)
                                          ----------   ----------
Net Cash (Used) Provided by Financing                    
 Activities                                 (23,411)      15,345
                                          ----------   ----------              

Net Decrease in Cash and Cash Equivalents   (17,812)     (11,580)
Cash and Cash Equivalents at Beginning                   
 of Period                                   43,020       54,281
                                          ----------   ----------            
Cash and Cash Equivalents at End of Period $ 25,208     $ 42,701
                                          ==========   ==========       
<FN>
    The accompanying notes are an integral part of these statements.
</TABLE>
<PAGE>7
         NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                         SEPTEMBER 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.  New Accounting Standards
      In  June  of 1997, the Financial Accounting  Standards Board   issued  
Statement  No.  130  (FAS  130),  "Reporting Comprehensive  Income,"  which 
requires  that  an  aggregate amount  of  comprehensive income be  reported in
financial statements and displayed with the same prominence  as  other 
financial statement information.  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>8
     In February of 1997, the Financial Accounting Standards Board  issued  
Statement No. 128 (FAS  128),  "Earnings  Per Share,"  which  simplifies the 
computation of  earnings  per share.  FAS 128 is effective for financial 
statements issued for  periods  ending after December 15, 1997,  and  requires
restatement  for all prior period earnings per share data presented.  Earnings
per share calculated in accordance with FAS 128 would be unchanged for the 
periods presented.

      In  October  of  1997, the  Securities  and  Exchange Commission issued 
Staff Legal Bulletin No. 5 regarding  the disclosure  of  Year  2000 Issues. 
The  existing  computer programs of many companies were designed without 
considering the  impact  of  the  upcoming  change  in  century.   These
programs currently use only two digits to identify a year in the  date  field.
When  the Year 2000  is  reached,  these computer  programs  could fail or 
create erroneous  results. The  Company  has  analyzed the ability of  its  
information systems  to  function properly as related to the  Year  2000
issue   and  determined  that  the  costs  of  any  required modifications 
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.   A  description  of  certain  of  these  important
factors  is contained in the Company's Form 10-K filed  with the  Securities 
and Exchange Commission for the  year  ended December 31, 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
                              
                 NINE MONTHS ENDED SEPTEMBER 30, 1997
         COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 1996

Gross Voyage Profit
- -------------------
     Gross voyage profit decreased 16.9% to $42.2 Million in the  first nine 
months of 1997 as compared to $50.7  Million in  the  same period of 1996 
primarily attributable  to  the Company's two LASH liner services.
      The  Company's  Operating Differential  Subsidy  (ODS) agreements for 
its four LASH vessels employed in  its  liner service  between ports on the 
U.S. Gulf/U.S. Atlantic  Coast and South Asia (Trade Routes 18 and 17) 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.  To  
partially overcome the decrease  in  the  subsidy payments received for these \
vessels, the  Company  has reduced  its  shipboard   and shoreside costs.
      Although the changes in subsidy payments described above negatively 
impacted the Company's Trade Route 18 and 17 LASH liner service, the Company 
also received subsidy payments of $3.2 Million during the first nine months of
1997 on the Company's two U.S. Flag Pure Car Carriers which became participants
in the MSP in late 1996.  These vessels did not receive subsidy payments under 
the ODS program.  Overall, therefore, the change from ODS to MSP did not 
significantly impact the Company's gross voyage profit for the first nine months
of 1997.
      The  Company's Trans-Atlantic LASH liner service  also experienced  
lower  gross  voyage  profit  this  year.   The additional capacity resulting
from the addition of the newly acquired  and refurbished LASH vessel, Atlantic  
Forest,  to this service earlier this year coincided with a soft spot in
the  market,  and  was further impacted by the  strengthened dollar, all of 
which reduced U.S. exports available for this service  and resulted in a lower 
gross voyage profit  during the first nine months of 1997 as compared to the 
same period of 1996.
      Additionally,  the Company's gross voyage  profit  was negatively  
impacted  when deferred costs  of  approximately $1.3  Million were charged
to operating expense earlier this year for 

<PAGE>11
termination costs and repositioning of  equipment related to the Company's
decision to forego development of a new service between the U.S. Gulf and 
Brazil.
      Gross  voyage profit earned on the Company's contracts with  the  
Military  Sealift  Command  (MSC)  decreased   as compared  to  last  year 
due to scheduled  charterhire  rate reductions for the Company's three 
Roll-On/Roll-Off  vessels employed   in  the  Military  Prepositioning  
Service. In addition,  the renewal earlier this year of a contract  with
the  MSC  for the time charter of one of the Company's  LASH vessels  at terms
less favorable than the previous  contract also impacted gross voyage profit.
       The   Company's   U.S.  flag  coal  carrier,   Energy Enterprise, 
produced less gross voyage profit in  the  first nine  months of 1997 as
compared to the same period of 1996, because the vessel was out of service for
28 additional days this  year  to complete refurbishment work.  The vessel  re-
entered  service in August of 1997 and should  only  require
normal shipyard maintenance and surveys in the future.
       The first nine months of  1996 were also negatively impacted by a 
damage claim made against  the Company's insurance subsidiary which resulted 
in a  relative increase  in gross profit for this subsidiary for the  first
nine months of 1997.
       Vessel  and  barge depreciation for  the  first  nine months  of 1997 
increased 6.2% to $25.8 Million as  compared to  $24.3  Million in the same 
period of  1996  due  to  the commencement of operations of the Company's U.S.
flag  coal carrier,  the  Energy  Enterprise, in February  of  1996,  a
container  vessel, Java Sea, operating in  conjunction  with the two SPV's, 
in September of 1996, and the Atlantic Forest and  associated  LASH  barges, 
in January  of  1997.   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  a continuing effort to decrease overhead expenses, the  Company 
effected a small reduction in office  personnel at the end of the first 
quarter of this year.  The Company's ongoing   cost  reduction  program  and
savings  from   the aforementioned  reduction  in  office  personnel,  partially
offset  by  resulting severance payments, were  the  primary reasons  for  the
decrease  in administrative  and  general expenses from $19.7 Million or 7.0%
of revenues in the first nine months of 1996 to $19.4 Million or 6.6% of 
revenues  in the same period in 1997.

<PAGE>12
      Interest expense decreased 2.8% from $21.5 Million  in the  first nine 
months of 1996 to $20.9 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  1996, and the early repayment  of  a  $9.5 Million long-term
loan at the end of the first  quarter  of 1996.   Partially  offsetting  this
decrease  was  interest incurred  on  the financing of  the  Atlantic  Forest
and associated   barges,  the  Company's  two  Special   Purpose Vessels, the
Java Sea, and additional draws on the Company's lines of credit.
      Investment income decreased from $1.5 Million  in  the first nine months
of 1996 to $1.1 Million in the same period of  1997  resulting  from  a 
reduction  in  the  balance  of invested funds.

Income Taxes
- ------------
      The  Company provided $1.0 Million for Federal  income taxes  in the 
first nine months of 1997 as compared to  $3.8 Million  in  the first nine 
months of 1996 at the  statutory rate of 35% for both periods.
                              
                              
                 THIRD QUARTER ENDED SEPTEMBER 30, 1997
           COMPARED TO THIRD QUARTER ENDED SEPTEMBER 30, 1996
                              
                              
Gross Voyage Profit
- ------------------- 
    Gross voyage profit decreased 18.7% to $13.1 Million in the third quarter
of 1997 as compared to $16.1 Million  in the  same period of 1996.  Gross 
voyage profit was primarily affected  by  increased out of service days for
the  Energy Enterprise as described in the preceding discussion of gross 
voyage  profit for the nine months ended September 30,  1997 and  1996.   
Additionally, the Company's LASH liner  service operating on Trade Routes 18 
and 17 experienced lower  gross voyage  profit in third quarter of 1997 as 
compared  to  the same  period  last  year due to decreased  subsidy  revenue,
which  was  partially offset by reductions in shipboard  and shoreside costs.
      The  decreases in gross voyage profit discussed  above resulting  from 
contracts with the MSC also contributed  to the  lower gross voyage profit in
the third quarter of  1997 as compared to the third quarter of 1996.

<PAGE>13
      Payments received on the Company's U.S. Flag Pure  Car Carriers  under 
the MSP program during the third quarter  of this  year  which were not 
available during the same  period last  year  partially offset the decreases 
in  gross  voyage profit described above.
      Vessel and barge depreciation for the third quarter of 1997  increased
4.6% to $8.6 Million as  compared  to  $8.2 Million  in  the same period of 
1996 primarily  due  to  the commencement  of  operations  of  the  Atlantic 
Forest  and  associated LASH barges in January of 1997, and the Java  Sea
in September of 1996.

Other Income and Expenses
- -------------------------
       Savings   from  the  reduction  in  office  personnel described above 
and an ongoing cost savings program were the primary  reasons  for  the 
decrease  in  administrative  and general  expenses from $6.4 Million or 7.1%
of  revenues  in the  third  quarter  of  1996 to $5.9  Million  or  5.9%  of
revenues in the same period in 1997.
      Interest expense decreased slightly from $7.1  Million in  the  third 
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 interest incurred on the  financing  of the Atlantic 
Forest and the Java Sea. 
      Investment income decreased from $512,000 in the third quarter  of  1996
to $346,000 in the same  period  of  1997 reflecting a reduction in the balance
of invested funds.

Income Taxes
- ------------
      The Company provided $202,000 for Federal income taxes in  the third 
quarter of 1997 as compared to $1.0 Million in the  third quarter of 1996 at the
statutory rate of 35%  for both periods.

                    LIQUIDITY AND CAPITAL RESOURCES

      The  Company's  working capital decreased  from  $26.9 Million  at 
December 31, 1996, to $16.3 Million at September 30,  1997.   Cash and cash 
equivalents decreased during  the first  nine  months of 1997 by $17.8 to  a 
total  of  $25.2 Million resulting from cash used for investing and financing
activities of $40.0 Million and $23.4 Million, respectively, partially offset
by operating cash flows of $45.6 Million. 

<PAGE>14
      The  major  sources  of  cash  from  operations  were collections on 
accounts receivable and net income,  adjusted for  non-cash  provisions such 
as depreciation, amortization and adjustments to self-retention insurance 
reserves.  These sources  of  cash  were  partially offset  by  decreases  in
accrued liabilities resulting primarily from payments during the  first  nine
months of this year on amounts  accrued  at December 31, 1996, for vessel 
refurbishment costs related to the Atlantic Forest and for interest on 
long-term debt.
      Cash  used for investing activities during the  period included the 
purchase for $3.1 Million of a new LASH vessel, the  Willow;  capital 
improvements on the Energy Enterprise, the  Atlantic Forest and associated 
LASH barges, and one  of the  LASH  vessels operating in the Waterman  liner 
service which  amounted  to  $5.7 Million, $4.4  Million,  and  $1.8 Million,
respectively;  $14.8 Million  in  deferred  vessel drydocking charges; and 
investments in short-term marketable securities of $8.0 Million.
      Cash  used  for  financing activities  included  $69.5 Million to repay
amounts drawn under lines of credit in late 1996  and during 1997, $25.6 
Million for regularly scheduled payments  on  other  outstanding  debt  and 
capital lease obligations, and $1.3 Million to meet common stock  dividend
requirements.  These uses of cash were partially  offset  by proceeds  from  
the  issuance of debt obligations  of  $73.1 Million  which  included  $55.5  
Million  drawn  under   the Company's  lines  of  credit, of  which  $16.0  
Million  was outstanding as of September 30, 1997, $6.5 Million from  the
refinancing of balloon notes due on certain of the Company's debt  early  this
year, $6.1 Million  associated  with  the refurbishment  of  the Atlantic 
Forest and  associated  LASH barges, and $5.0 Million borrowed early in the 
third quarter for general corporate purposes.
     As mentioned above, the Company purchased a LASH vessel renamed  Willow.
This  vessel will be  refurbished  at  an estimated  cost  of approximately 
$10 Million  and  will  be added to the Company's LASH fleet or will replace 
one of the Company's  older LASH vessels.  The purchase of  the  vessel
was  financed with draws on the Company's lines  of  credit.  The  Company is
also considering the purchase and subsequent refurbishment  of two additional
LASH vessels  which  would also  likely  replace older LASH vessels  in  the  
Company's fleet.   The  Company  is  currently  investigating  various
financing options for purchase of the two additional vessels 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 September  30,  1997, 

<PAGE>15
$16.0  Million was drawn on these lines of credit, of  which $7.0 Million was
repaid early in the fourth 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 October 15, 1997, the Board of Directors 
declared a quarterly dividend of 6.25 cents per Common  Share  payable on 
December 19, 1997, to shareholders of record on December 5, 1997.

PART II - OTHER INFORMATION

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 
      September 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 _____Novemeber 7, 1997______





<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FINANCIAL
STATEMENTS FOR THE PERIOD ENDED SEPTEMBER 30, 1997 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1000
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-END>                               SEP-30-1997
<CASH>                                           25208
<SECURITIES>                                     10184
<RECEIVABLES>                                    50503
<ALLOWANCES>                                       183
<INVENTORY>                                      13899
<CURRENT-ASSETS>                                107726
<PP&E>                                          734988
<DEPRECIATION>                                  303894
<TOTAL-ASSETS>                                  627743
<CURRENT-LIABILITIES>                            91425
<BONDS>                                         292976
                                0
                                          0
<COMMON>                                          6756
<OTHER-SE>                                      166097
<TOTAL-LIABILITY-AND-EQUITY>                    627743
<SALES>                                              0
<TOTAL-REVENUES>                                292823
<CGS>                                                0
<TOTAL-COSTS>                                   270058
<OTHER-EXPENSES>                                 20879
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                               20879
<INCOME-PRETAX>                                   2967
<INCOME-TAX>                                      1292
<INCOME-CONTINUING>                               1675
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                      1675
<EPS-PRIMARY>                                     0.25
<EPS-DILUTED>                                     0.25<F1><F2>
<FN>
<F1>Amounts inapplicable or not disclosed as a separate line on the Balance 
Sheet or Statement of Income are reported as 0 herein.
<F2>Notes and accounts receivable - trade are reported net of allowances for
doubtful accounts in the Balance Sheet.
</FN>
        

</TABLE>


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