XML 84 R27.htm IDEA: XBRL DOCUMENT v3.3.0.814
Subsequent Event
9 Months Ended
Sep. 30, 2015
Subsequent Event [Abstract]  
Subsequent Event

NOTE 21 - SUBSEQUENT EVENTS

On October 21, 2015, our Board of Directors approved a Strategic Plan to restructure the company by focusing on our three core segments - the Jones Act, PCTC and Rail Ferry segments.  The Strategic Plan requires that we will, among other things (i) divest of one international flagged PCTC vessel, one inactive Jones Act Tug/Barge unit and certain businesses and contracts during the fourth quarter of 2015, (ii) divest all of our vessels, minority investments and contracts included in our Dry Bulk Carrier, Specialty Contracts and Other segments as well as sell or enter into a sale leaseback of the headquarters facility in New Orleans by March 31, 2016, (iii) divest of certain brokerage contracts by June 30, 2016, (iv) apply substantially all of the net proceeds from these divestitures to discharge indebtedness and (v) reduce our operating and administrative costs. If we are successful in implementing this Strategic Plan, we believe this will strengthen our financial position by reducing our debt to more manageable levels and increasing our liquidity, which, we believe, will in turn provide us with future opportunities to create value for our shareholders.

By virtue of adopting the Strategic Plan in October 2015, the identified disposal assets met all of the criteria for assets held for sale classification in the fourth quarter of 2015 and we expect to write down the assets to their fair value. In connection therewith, we expect to incur non-cash impairment charges in a range of $85.0 million to $95.0 million during the fourth quarter of 2015.  At September 30, 2015, these assets had not met all of the requirements for held for sale classification, as such, the vessels were tested for impairment and the impairment tests did not result in any impairment charges as the related estimated undiscounted future cash flows exceeded the carrying amounts.

On or prior to November 16, 2015, we amended each of our credit facilities. Each of these amendments included provisions extending the lenders’ or lessor’s prior covenant breach waivers through March 31, 2016. These waivers are temporary one-time waivers, and the lenders and lessors have no obligation, express or implied, to waive any other defaults or grant any other extensions. The waivers are contingent upon our continued performance with the terms of the credit facilities, as amended, including newly-implemented requirements to sell certain specified non-core assets at certain specified prices by certain specified dates (ranging from December 4, 2015 to June 30, 2016) and to apply substantially all of the net proceeds from such sales to retire debt owed under such facilities. 

If we are unsuccessful in the execution of our October 2015 Strategic Plan by the milestones 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.

In addition to the changes of general applicability to our credit facilities described above, the recent November 2015 amendments to our credit facilities identified below included several additional amendments, including those described below.

Some of the more significant amendments to our Senior Credit Facility with Regions Bank included (i) accelerating the facility’s maturity date from September 24, 2018 to July 20, 2017, (ii) reducing the Letter of Credit Sublimit from $20 million to $7.2 million initially and to lower amounts at future dates, (iii) prohibiting us from issuing new letters of credit without the lenders’ consent, (iv) reducing the Aggregate Revolving Commitment by $1.8 million, (v) increasing the applicable margins for all Loans, Letter of Credit Fees and Commitment Fees set to 9.25% from the effective date of the amendment through June 30, 2016, and 10.0% from July 1, 2016 through the maturity date, (vi) increasing our scheduled payments for the next twelve months by $3.0 million and mandating certain specified mandatory prepayments, (vii) prohibiting us from paying common stock dividends unless we have at least $30.0 million of liquidity (as defined in the credit facility) after making the payment, (viii) prohibiting us from paying preferred stock dividends prior to January 29, 2016 or paying preferred stock dividends thereafter unless various financial conditions are met, (ix) prohibiting us from making any further payments to construct our New Orleans headquarters, except to the extent financed by the general contractor, and (x) amending certain of our financial covenants, effective as of June 30, 2016, and amending certain of our other loan covenants to further restrict our operations, effective immediately. Additionally, Regions Bank appointed a financial consultant to review our financial results.

With respect to our two credit facilities with DVB Bank SE, some of the more significant amendments included (i) requiring us to apply the proceeds from the sale of one of our PCTCs to pay down 100% of the debt owned under one facility of approximately $30.2 million and $912,000 of the debt owed under the other facility, (ii) pledging under certain circumstances 65% of our shares of our wholly-owned Singapore subsidiaries to DVB Bank SE, (iii) increasing the interest rate by 2%, (iv) increasing by approximately $222,000 our quarterly principal payments and (v) specifying various dates (ranging from December 2015 through March 2016) by which our sale of non-core assets must be completed and at specified amounts. 

With respect to our credit facility with ING Bank N.V., some of the more significant amendments included (i) increasing by approximately $625,000 our quarterly principal payments, (ii) increasing our interest rate margin by approximately 2% per annum, (iii) modifying the manner in which we will be required to pay down debt owed under the facility upon the sale of assets comprising collateral under the facility, including requiring any excess proceeds to be applied to pay off the other tranches at the discretion of the facility’s agent, (iv) providing credit enhancements of equal value to those afforded by us to our other creditors, (v) prohibiting the payment of common stock dividends, (vi) prohibiting the payment of preferred stock dividends without the written consent from the lender, (vii) requiring the preparation of a financial plan acceptable to the facility agent in its sole discretion, and (viii) specifying various amounts and dates in December 2015 by which our sale of non-core assets must be completed.

Most of our remaining November 2015 credit facility amendments included less substantial changes, principally with respect to amending certain of our financial covenants, effective March 31, 2016 or thereafter, or requiring us to provide equal treatment if and to the extent we provide credit enhancements to other of our creditors.

We have reached an agreement with RBS Asset Finance to extend its prior covenant default waiver through March 31, 2016, together with amendments increasing the interest rate 1.0% per annum, requiring a loan-to-value ratio as of April 1, 2016 not to exceed 75.0% and modifying the covenants in a manner substantially similar to those reflected in the Regions Bank amendment.

In connection with entering into these above-described amendments, we have further agreed to pay various fees to our lenders and lessors and to reimburse them for various of their costs incurred in connection with the amendments or their future monitoring of our financial position or performance. We have also agreed to take or omit to take various other actions designed to protect the interest of the creditors, including agreements to create various earnings or retention accounts, to provide enhanced information about our financial position or performance, to deliver certain appraisals and to provide certain subordination undertakings.

The descriptions of our recent credit facility amendments set forth above are general summaries only, and are qualified in their entirety by reference to the full text of those amendments to be filed with our 2015 Form 10-K.

On November 6, 2015, we entered into a memorandum of agreement to sell one of our international flagged PCTC vessels. If all of the conditions to this sale are met, the transaction could be completed by late November or early December 2015. Under the current terms, the net proceeds after the pay down of debt would be approximately $15.1 million and would generate a loss on sale of approximately $16.7 million, which is included in the range of $85.0 million to $95.0 million discussed above, in the fourth quarter of 2015. As noted above in connection with the discussion of the bank amendments, we will be obligated to pay off approximately $31.3  million in debt upon completion of this sale. Due to refinancing discussions that were ongoing as of September 30, 2015, we considered this asset to be held in use; as such, there were no indicators of impairment.