8-K 1 press_release091009.htm PRESS RELEASE 9/10/09 press_release091009.htm

UNITED STATES
 
SECURITIES AND EXCHANGE COMMISSION
 
WASHINGTON, D.C.  20549
 
_________
 
FORM 8-K
 
_________
 
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 
Date of Report (Date of earliest event reported): September 10, 2009

TBS INTERNATIONAL LIMITED
(Exact name of registrant as specified in its charter)

 
Bermuda
000-51368
98-0225954
(State or other jurisdiction of incorporation or organization)
(Commission File Number)
(I.R.S. Employer Identification No.)


Commerce Building
Chancery Lane
Hamilton HM 12, Bermuda
(Address of principal executive offices)

(441) 295-9230
(Registrant's telephone number, including area code)

N/A
(Former name or former address, if changed since last report)


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

o      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 
Item 8.01 Other Events.
 
In June 2008, the FASB issued Staff Position ("FSP") Emerging Issues Task Force 03-6-1, "Determining Whether Instruments Granted in Share-Based Payment Transactions are Participating Securities" ("EITF 03-6-1").  This FSP provides that unvested share-based payment awards that contain non-forfeitable rights to dividends are participating securities and should be included in the two-class method of computing earnings per share as described in Statement of Financial Accounting Standards (SFAS) No. 128, "Earnings per Share".  The two-class method of computing earnings per share is an earnings allocation formula that determines earnings per share for common stock and any participating securities according to dividends declared (whether paid or unpaid) and participation rights in undistributed earnings.  Our nonvested stock, consisting of time-vested restricted shares, are considered participating securities since the share-based awards contain a non-forfeitable right to dividends irrespective of whether the awards ultimately vest.  EITF 03-6-1 is effective for fiscal years beginning after December 15, 2008, and interim periods within those years.  TBS International Limited (the "Company") adopted the provisions of EITF 03-6-1 effective January 1, 2009, and after adoption the Company is required to retroactively adjust earnings per share data to conform to the provisions in the FSP.  The adoption of EITF 03-6-1 did not have a material impact on the Company's previously-issued, consolidated financial statements.  Future filings by the Company will present earnings per common share using the two-class method.
 
As reported in the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2009, the application of EITF 03-6-1 reduced basic and diluted earnings per common share by $0.01 for both the three and six months ended June 30, 2008.  The following table sets forth the computation of basic and diluted net income per share for the years ended December 31, 2008, 2007 and 2006:

 
   
For the year ended December 31,
 
Basic Earnings per Common Share:
 
2008
   
2007
   
2006
 
Earnings per common share as computed under EITF 03-6-1
  $ 6.53     $ 3.49     $ 1.39  
Earnings per common share as previously reported
    6.55       3.51       1.40  
Change in basic earnings per common share
  $ (0.02 )   $ (0.02 )   $ (0.01 )
                         
Diluted Earnings per Common Share:
                       
Diluted earnings per common share as computed under EITF 03-6-1
  $ 6.53     $ 3.49     $ 1.39  
Diluted earnings per common share as previously reported
    6.54       3.50       1.39  
Change in diluted earnings per common share
  $ (0.01 )   $ (0.01 )   $  
                         
Weighted average  Common Share Outstanding:
                       
Basic as computed under EITF 03-6-1 and as previously reported
    29,263,292       28,029,340       27,998,843  
                         
Diluted as computed under EITF 03-6-1
    29,263,292       28,029,340       27,998,843  
Diluted as previously reported
    29,316,132       28,066,736       28,088,310  
Change in diluted weight average common shares
    (52,840 )     (37,396 )     (89,467 )
                         


 
 

 

SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
 
 
 TBS INTERNATIONAL LIMITED
 
 
 
 
 
 
Date:  September 10, 2009
By:  
 /s/ Ferdinand V. Lepere                   
 
 Ferdinand V. Lepere
 
 Executive Vice President and Chief Financial Officer