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Business and Basis of Presentation
3 Months Ended
Mar. 31, 2016
Business and Basis of Presentation [Abstract]  
Business and Basis of Presentation

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Three Months Ended March 31, 2016



NOTE 1 – BUSINESS AND BASIS OF PRESENTATION

Financial Position

We operate a diversified fleet of U.S. and International flag vessels that provide international and domestic maritime transportation services.

Since 2014, we have suffered substantial losses and encountered significant challenges related to complying with our debt covenants and meeting our minimum liquidity requirements to operate. Between late 2014 and mid-2015, we sold various assets to raise cash and improve our financial position. We also took various other steps to improve our liquidity, including eliminating our dividends, laying up vessels and reducing our costs. In addition, in June of 2015, we initiated efforts to refinance all of our debt and operating leases by September 30, 2015, and thereafter sought to raise funds by either selling debt securities or borrowing funds from financial institutions. We also requested limited debt covenant waivers as of September 30, 2015 from all of our lenders and lessors in case our attempts to refinance our debt and leases were unsuccessful. By early October 2015, we withdrew our efforts to refinance our debt, began negotiations with all of our lenders and lessors to receive additional limited waivers and began to formulate a new strategy designed to improve our liquidity and financial position.

On October 21, 2015, our Board of Directors approved a plan (“Strategic Plan”) to restructure the Company by focusing on our three core segments - the Jones Act, PCTC and Rail-Ferry segments. Since that date, we have modified that plan in response to new developments, including our efforts to sell assets and discussions with our lenders, lessors, directors and others. Throughout this Form 10-Q, we use the term “Strategic Plan” specifically to refer to the Board approved plan to restructure the Company, as modified through the date hereofThe Strategic Plan, as originally approved by the Board, contemplated that we would, 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 Carriers, Specialty Contracts and Other segments, as well as sell or enter into a sale leaseback of our office building being constructed 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. We presented the Strategic Plan to all of our lenders and lessors, and on or about November 16, 2015, we were successful in obtaining an additional set of limited debt covenant waivers through March 31, 2016 and received relief from testing compliance of most of these covenants until June 30, 2016. These waivers were temporary one-time waivers, and the lenders and lessors had no obligation, express or implied, to waive any other defaults or grant any other extensions. The waivers were contingent upon our continued performance with the terms of the credit facilities, as amended, including newly-imposed requirements to timely implement the Strategic Plan and to apply substantially all of the net proceeds from the asset sales contemplated by such plan to retire debt owed under such facilities.

We are currently in default on our loan agreements. In February of 2016, we received letters of default from three of our secured lenders as a result of failing to timely execute the sale of certain assets and failing to meet certain financial covenants. Since then, we defaulted under several other provisions of our credit facilities, including certain payment defaults. While our principal lenders had the right to remedy the events of default at any time, they subsequently agreed to defer payments or forbear from exercising these rights in the short term under the terms and conditions specified below in Note 22 – Subsequent Events. While none of our lenders or lessors have exercised their full rights under the credit facilities, including calling for immediate full payment, we cannot assure you that they will not exercise their rights in the future.  As a result of the matters described herein, including the uncertainty regarding our ability to fully execute the Strategic Plan, our secured lenders’ abilities to demand payment and foreclose on our vessels under our debt agreements and our limited refinancing prospects, there is substantial doubt about our ability to continue as a going concern.

Because of the uncertainties associated with our ability to implement the Strategic Plan within the required time constraints, since September 30, 2015, we have classified all of our debt obligations (net of deferred debt issuance costs), which were approximately $113.7 million at March 31, 2016, as current, which has caused our current liabilities to far exceed our current assets since such date. While we have classified all of our outstanding debt as current on our consolidated balance sheet as of March 31, 2016, none of our creditors have thus far accelerated our debt and demanded immediate full payment prior to a mutually agreed upon maturity date (except for mandatory prepayments in connection with the sale of specified collateral).

During the first quarter of 2016, we completed the sale of the remaining assets in our Dry Bulk Carriers segment (consisting of two handysize vessels and one capesize vessel) and our 30% investment in two chemical and two asphalt tankers. Additionally, we exchanged our equity share in mini-bulkers for a 2008 mini-bulk carrier. Immediately following the exchange, we sold the 2008 mini-bulker to an Indonesian shipping company, and on April 1, 2016, we commenced providing technical services for this vessel on behalf of its owner. We intend to report all revenues from the services we provide on this vessel within our Specialty Contracts segment.

By the end of the first quarter of 2016, the remaining assets originally identified for disposal by the Strategic Plan were as follows: (i) the inactive tug included in our Jones Act segment, (ii) our New Orleans office building, and (iii) a small, non-strategic portion of our operations that owns and operates a certified rail-car repair facility near the port of Mobile, Alabama. Accordingly, we continued to classify these assets as held for sale as of March 31, 2016.

During the first quarter of 2016, we recorded non-cash impairment charges of approximately $1.9 million – refer to Note 3 – Impairment Loss for further discussion.

On April 7, 2016, we sold our New Orleans office building in exchange for relief from amounts owed to the construction company, which we included in accounts payable and other accrued expenses on our Condensed Consolidated Balance Sheet at March 31, 2016. Additionally, we finalized the sale of our Jones Act inactive barge in April of 2016 and applied the net proceeds to reduce outstanding debt. See Note 22 – Subsequent Events.

As of the date of this report, the divestitures we have made thus far have been limited to those identified under the Strategic Plan, as well as one Jones Act inactive barge. The proceeds from these transactions have allowed us to reduce our gross debt obligations, in addition to regularly-scheduled principal payments, by approximately $82.3 million. Based on our current financial position and weak conditions in the shipping industry, we believe it is highly unlikely that we will be able to refinance all of our existing indebtedness in the near term.  As such, as we continue our efforts to improve our liquidity and leverage levels, we will monitor the feasibility of other potential actions that could help us attain similar results, including divesting of assets within our core segments – Jones Act, Rail-Ferry, and PCTC.

For more information on our Strategic Plan and current debt compliance matters, see Note 5 – Debt and Lease Obligations and Note 22 – Subsequent Events.

Basis of Presentation

We have prepared the accompanying unaudited interim financial statements pursuant to the rules and regulations of the SEC and as permitted hereunder, we have omitted certain information and footnote disclosures required by GAAP for complete financial statements.  We recommend you read these interim statements in conjunction with the financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2015.  The Condensed Consolidated Balance Sheet as of December 31, 2015 included in this report has been derived from the audited financial statements at that date.

The foregoing 2016 interim results are not necessarily indicative of the results of operations for the full year 2016.  Management believes that it has made all adjustments necessary, consisting only of normal recurring adjustments, for a fair statement of the information presented.

The accompanying financial statements include the accounts of International Shipholding Corporation and its majority owned subsidiaries. Intercompany accounts and transactions have been eliminated in consolidation.  Our policy is to consolidate all subsidiaries in which we hold a greater than 50% voting interest or otherwise control its operating and financial activities.  We use the equity method to account for investments in entities in which we hold a 20% to 50% voting interest and have the ability to exercise significant influence over their operating and financial activities.

Revenues and expenses relating to our Rail Ferry, Jones Act, and Specialty Contracts segments’ voyages are recorded over the duration of the voyage.  Our voyage expenses are estimated at the beginning of the voyages based on historical actual costs or from industry sources familiar with those types of charges.  As the voyage progresses, these estimated costs are revised with actual charges and timely adjustments are made.  Based on our prior experience, we believe there is not a material difference between recording estimated expenses ratably over the voyage versus the actual expenses recorded as incurred.  Revenues and expenses relating to our other vessels’ voyages, which require limited estimates or assumptions, are recorded when earned or incurred during the reporting period.

We have eliminated intercompany balances, accounts, and transactions in consolidation.

Certain previously reported amounts have been reclassified to conform to the 2016 presentation.  Specifically, we have reclassified from other long-term liabilities approximately $14.9 million of deferred gains, net of accumulated amortization, on our Condensed Consolidated Balance Sheet as of December 31, 2015. Additionally, in connection with the preparation of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2015, we included certain non-cash transactions in the change of both cash proceeds from sale of assets (investing) and principal payments on long term debt (financing) when preparing our Consolidated Statement of Cash Flow. Accordingly, we prepared our Consolidated Statement of Cash Flows for the six and nine months ended June 30, 2015 and September 30, 2015, respectively, on that basis. We subsequently concluded that including those transactions within the cash provided by investing activities and cash used in financing activities was an error. Accordingly, we prepared our Consolidated Statement of Cash Flow for the year ended December 31, 2015 to exclude the non-cash transactions, thereby reducing cash proceeds from sale of assets and reducing principal payments on long term debt by approximately $13.5 million and disclosed these non-cash transactions within Note B – Supplemental Cash Flow Information of our Annual Report on Form 10-K for the year ended December 31, 2015. The revisions did not impact net cash provided by operating activities. Pursuant to the guidance of Staff Accounting Bulletin No. 99, “Materiality”, the Company evaluated the materiality of these amounts quantitatively and qualitatively and has concluded that the amounts described above were not material to any of its quarterly financial statements or trends of financial results. We have revised our Consolidated Statement of Cash Flow to exclude these non-cash transactions of approximately $13.5 million for the three months ended March 31, 2015.