Debt Obligations | NOTE 13 – DEBT OBLIGATIONS The Company and some or all of its domestic subsidiaries (which we sometimes refer to as the “credit parties”) have borrowed money under six secured financing agreements . All six of our principal credit agreements require us to comply with various loan covenants, including financial covenants that require minimum levels of net worth, working capital, liquidity, and interest expense or fixed charges coverage and a maximum amount of debt leverage. Since early 2014, we have struggled to meet certain of our required debt covenants. Consequently, we solicited and received from our lenders amendments to or waivers from various of these covenants to assure our compliance therewith as of the end of the first, third, and fourth quarters of 2014 and the end of the first and second quarters of 2015. For more complete information regarding these historical waivers, see the discussion of our debt covenant compliance set forth in our periodic reports filed since January 1, 2014 with the SEC. Since late September 2015, our lenders have provided an additional series of covenant default waivers, including waivers granted in connection with recent credit facility amendments entered into on or prior to November 16, 2015. These amendments also effected a series of additional substantive amendments to each of our six credit facilities, including but not limited to accelerated repayment terms , increased interest rates , and required asset divestitures by specified milestone deadlines and specified amounts . As a result of the matters described herein, including uncertainty around our ability to execute the Strategic Plan and our lenders’ abilities to demand payment under our debt agreements, if we are unable to successfully mitigate these uncertainties, there would be substantial doubt about our ability to continue as a going concern. Because of these uncertainties, we classified all of our debt obligations of approximately $213.7 million as current maturities at September 30, 2015, which caused our current liabilities to far exceed our current assets as of such date. For additional information , see “ Amendments, Waivers, and Covenant Compliance ” and Note 21 – Subsequent Events . Debt Facilities We currently maintain a senior secured credit facility with Regions Bank (“Credit Facility”). At September 30, 2015, the Credit Facility provided up to $ 85.0 million which was comprised of a term loan facility in the principal amount of $ 45.0 million and a revolving credit facility (“LOC”) permitting draws in the principal amount of up to $ 40.0 million. At September 30, 2015, the LOC included a $ 20.0 million sublimit for the issuance of standby letters of credit and a $ 5.0 million sublimit for swingline loans. As of September 30, 2015, we had $ 31.0 million of borrowings and $ 7.2 million of letters of credit outstanding under our LOC. We currently have no additional borrowing capacity under this facility. On November 13, 2015, this Credit Facility was materially amended. See “Amendments, Waivers, and Covenant Compliance” and Note 21 – Subsequent Events for additional information. Under the Credit Facility, each of our domestic subsidiaries is a joint and several co-borrower. The obligations of all the borrowers under this facility are secured by all personal property of the borrowers, excluding certain real property, but including the U.S. flagged vessels owned by ISH’s domestic subsidiaries and collateral related to such vessels. Several of our International flagged vessels are pledged as collateral securing several of our other secured debt facilities. The Credit Facility includes usual and customary covenants and events of default for credit facilities of its type. Our ability to borrow under the Credit Facility is conditioned upon continued compliance with such covenants, including, among others, (i) covenants that restrict our ability to engage in certain asset sales, mergers or other fundamental changes, to incur liens or to engage in various other transactions or activities and (ii) various financial covenants, including those stipulating as of September 30, 2015 that we maintain a consolidated leverage ratio not to exceed 5.0 to 1.0, an EBITDAR to fixed charges ratio of at least 1.05 to 1.0, liquidity of not less than $20.0 million, and a consolidated net worth of not less than the sum of $228.0 million, minus impairment losses, plus 50% of our consolidated net income earned after December 31, 2011, excluding impairment loss, plus 100% of the proceeds of all issuances of equity interests received after December 31, 2011 (with all such terms or amounts as defined in or determin ed under the Credit Facility). As of September 30, 2015, the lender agreed to waive our default of the minimum liquidity and consolidated fixed charge coverage ratio covenants for a temporary period covering September 30, 2015 through November 30, 2015 , and as of November 13, 2015, the lender agreed to waive our default of the minimum liquidity, consolidated fixed charge coverage ratio and the consolidated leverage ratio covenants for a temporary period ending March 31, 2016. For more information, refer to “Amendments, Waivers , and Covenant Compliance ” below. In the third quarter of 2015, we accelerated the amortization of unamortized debt issuance costs on all debt facilities related to the non-core assets that the Board identified for disposal – refer to Note 2 1 – Subsequent Events for identification of these assets. This acceleration resulted in additional amortization expense during the three and nine months ended September 30, 2015 of approximately $ 0.5 million, which is reflected in interest expense on the Condensed Consolidated Statement of Operations. On April 24, 2015, we entered into a new loan agreement with DVB Bank SE in the amount of $ 32.0 million by refinancing our 2 010 built PCTC. We received the loan proceeds on April 24, 2015 and applied them as follows: (i) $ 24.0 million to pay off an outstanding Yen facility in the amount of 2.9 billion Yen, (ii) $ 4.0 million to settle the related Yen forward contract, and (iii) $ 2.9 million to settle a Yen denominated interest rate swap. Under the DVB loan agreement, interest was, prior to a recent loan amendment, payable at a fixed rate of 4.16% with the principal being paid quarterly over a five -year term based on a ten -year amortization schedule with a final quarterly balloon payment of $ 16.8 million due on April 22, 2020. Our 2010-built foreign flag PCTC along with customary assignment of earnings and insurances are pledged as security for the facility. As a result of the early debt payoff, we recorded a loss on extinguishment of debt of approximately $0.3 million. Additionally, we capitalized approximately $ 0.6 million in loan costs associated with the DVB Bank loan, which will be amortized over the remaining life of the loan. On November 4 , 2015, this loan agreement was materially amended. See “Amendments, Waivers, and Covenant Compliance” and Note 21 – Subsequent Events for additional information. During the second quarter of 2015, we adopted ASU 2015- 0 3 and, as a result, reclassified approximately $ 2.9 million of deferred debt issuance costs from deferred charges, net of accumulated amortization to offset against long-term debt on our Conde nsed Consolidated Balance Sheet as of December 31, 2014 . As of September 30, 2015, the amount of deferred debt issuance costs was $ 2.4 million and is included as an offset to current maturities of long-term debt on our Condensed Consolidated Balance Sheet – refer to Note 1 – Business and Basis of Presentation for further discussion on the reclassification of long-term debt to current as of September 30, 2015. During the first quarter of 2015, we paid off approximately $ 13.5 million in debt in connection with the sale of one of our Handysize vessels. Additionally , we wrote off approximately $95,000 of unamortized loan costs associated with the debt instrument which is reflected in loss on extinguishment of debt on our Condensed Consolidated Statements of Operations. As of September 30, 2015 and December 31, 2014, our debt obligations are summarized as follows: (All Amount in Thousands) Interest Rate Original Total Principal Due September 30, December 31, Maturity September 30, December 31, Description of Secured Debt 2015 2014 Date 2015 2014 Notes Payable – Variable Rate 1 % % 2018 $ $ Notes Payable – Variable Rate 1 2.6930-2.7835 % 2.7312 -2.7324 % 2018 Notes Payable – Variable Rate 2 % % 2017 Notes Payable – Variable Rate 1 % % 2018 Notes Payable – Variable Rate 3 % % 2018 Notes Payable – Fixed Rate 4 % % 2020 Notes Payable – Variable Rate 5 % % 2021 Notes Payable – Variable Rate 6 % 2020 - Notes Payable – Fixed Rate 6 % 2020 - Note Payable - Mortgage 7 Line of Credit 3 % % 2018 Less: Current Maturities Less: Debt Issuance Costs $ - $ 1. We entered into a variable rate financing agreement with ING Bank N.V, London branch in August 2010 for a seven year facility to finance the construction and acquisition of three Handysize vessels. Pursuant to the terms of the facility, the lender agreed to provide a secured term loan facility divided into two tranches which corresponded to the vessel delivery schedule. Tranche I covered the first two vessels delivered with Tranche II covering the last vessel. Tranche I was fully drawn in the amount of $36.8 million, and Tranche II fully drawn at $18.4 million We entered into a variable rate financing agreement with ING Bank N.V., London branch in June 2011 for a seven year facility to finance the acquisition of a Capesize vessel and a Supramax Bulk Carrier newbuilding, both of which we acquired a 100% interest in as a result of our acquisition of Dry Bulk. Pursuant to the terms of the facility, the lender agreed to provide a secured term loan facility divided into two tranches: Tranche A, fully drawn in June 2011 in the amount of $24.1 million, and Tranche B, providing up to $23.3 million of additional credit. Under Tranche B, we drew $6.1 million in November 2011 and $12.7 million in January 2012. In order to aid in the collateral value coverage covenant, both of the above facilities were merged into one facility without altering the debt maturities or terms of our indebtedness. Effective November 4, 2015, the interest rate was increased from LIBOR plus 2.5% to LIBOR plus 4.5% . For other changes to the credit facility, refer to Note 21 – Subsequent Events . 2. In December 2011, we entered into a variable rate financing agreement with Capital One N.A. for a five year facility totaling $ 15.7 million to finance a portion of the acquisition price of a multi-purpose ice strengthened vessel. This loan requires us to make 59 monthly payments with a final balloon payment of $ 4.7 million in January 2017. 3. As described in greater detail above, our senior secured Credit Facility matures on September 24, 2018 and, at September 30, 2015, included a term loan facility in the original principal amount of $45.0 million and a LOC in the principal amount up to $40 .0 million. The LOC facility includes a $20.0 million sublimit for the issuance of standby letters of credit and a $5.0 million sublimit for swingline loans. On November 13, 2015, the Credit Facility was amended. The maturity date was accelerated to July 20, 2017. Additionally, the interest rate increased from LIBOR plus 3.5% to LIBOR plus 9.25% which is effective from November 13, 2015 through June 30, 2016 and LIBOR plus 10.0% from July 1, 2016 through July 20, 2017. For other changes to the credit facility, refer to Note 21 – Subsequent Events . 4. We entered into a fixed rate financing agreement with DVB Bank SE, on August 26, 2014 in the amount of $38.5 million, collateralized by our 2007 PCTC at a rate of 4.35% with 24 quarterly payments with a final balloon payment of $20.7 million in August 2020. This loan requires us to pre-fund a one-third portion of the upcoming quarterly scheduled debt payment, which, at September 30, 2015, constituted $0.4 million and is included as restricted cash on our Condensed Consolidated Balance Sheet. Effective November 4, 2015, the interest rate increased from 4.35% to 6.35% . For other changes to the credit facility, refer to Note 21 – Subsequent Events. 5. In August 2014, we paid off our $11.4 million loan with DNB Bank and obtained a new loan with RBS Asset Finance in the amount of $23.0 million collateralized by one of our 1999 PCTCs at a variable rate equal to the 30-day Libor rate plus 2.75% payable in 84 monthly installments with the final payment due August 2021. For certain changes to the credit facility, refer to Note 21 – Subsequent Events . 6. As discussed in greater detail above, in April of 2015, we obtained a new loan with DVB Bank SE in the amount of $32.0 million. Interest under the new loan is payable at a fixed rate of 4.16% with the principal being paid quarterly over a five -year term based on an amortization of ten years with a final quarterly balloon payment of $16.8 million due in April 2020. This loan requires us to pre-fund a portion of the upcoming quarterly scheduled debt payment, which, at September 30, 2015, constituted $0.7 million and is included as restricted cash on our Condensed Consolidated Balance Sheet. This facility was amended on June 30, 2015 to change the borrower from LCI Shipholdings, Inc. to East Gulf Shipholding, Inc. Effective November 4, 2015, the interest rate increased from 4.16% fixed to 6.35% fixed. This loan is required to be paid off by the end of the fourth quarter of 2015 upon the sale of the loan collateral. For other changes to the credit facility, refer to Note 21 – Subsequent Events. 7. Represents additional bank financing to fund the construction and renovation of our office building in New Orleans, Louisiana. Guarantees In addition to the obligations discussed above, we guarantee two separate loan facilities of two separate shipping companies in which one of our wholly-owned subsidiaries has indirect ownership interests. With respect to one of the two loan facilities of these shipping companies, in which our wholly-owned subsidiary indirectly owns a 25% interest, we guarantee 5% of the amount owed under the loan facility. As of September 30, 2015 and December 31, 2014, this guarantee obligation equated to approximately $3.4 million and $3.8 million, respectively. The amount of this guarantee reduces semi-annually by approximately $ 165,000 through December 2018. Under the second facility, in which our wholly-owned subsidiary indirectly owns approximately 23.7% of the borrower, we guarantee only $1.0 million of the approximately $11.0 million loan facility. This second guarantee is non-amortizing and is scheduled to expire in December 2018. In December 2017, we anticipate that this guarantee will be reduced from $1.0 million to $ 510,000 as a result of a scheduled payment of a portion of the facility. Amendments, Waivers, and Covenant Compliance All six of our principal loan agreements require us to comply with various loan covenants, including financial covenants that require, as applicable, minimum levels of net worth, working capital, liquidity, and interest expense or fixed charges coverage and a maximum amount of debt leverage. Since early 201 4, we have struggled to meet certain of our required debt covenants. Consequently, we solicited an d received from our lenders amendments to or waivers from various of these covenants to assure our compliance therewith as of the end of the first, third and fourth quarters of 2014 and the end of the first, second and third quarters of 2015. Summarized below are key amendments and waivers received since September 30, 2015. For more complete information, see the discussion of our debt covenant compliance set forth in our periodic reports filed since January 1, 2014 with the SEC. Effective at the end of the third quarter of 2015, we entered into separate limited waiver agreements with each of our principal lenders. Under these agreements, the lenders waived defaults under certain specified working capital, minimum liquidity, tangible net worth and fixed charge coverage covenants generally through at least November 30, 2015, although two of our lenders provided a series of shorter-term waivers. On or prior to November 16, 2015, we reached separate agreements with each of our lenders to extend their waivers through March 31, 2016, as well as to amend each of our credit facilities subject to attaining certain milestones related to our Strategic Plan – see Note 21 – Subsequent Events . C ompliance with our covenants and amended repayment terms is contingent upon t he successful execution of our Strategic Plan approved by the Board of Directors in October 2015 . If we are unsuccessful in disposing of certain non-core assets by the milestones and amounts agreed to with our lenders, we would be in default under one or more of our credit facilities and all of our creditors would have the right to accelerate our debt. As a result of the matters described herein, including the uncertainty regarding our ability to execute the Strategic Plan and our lenders’ abilities to demand payment under our debt agreements, if we are unable to successfully mitigate these uncertainties, there would be substantial doubt about our ability to continue as a going concern. For additional information on these waivers and amendments, refer to Note 21 – Subsequent Events . |