Rand Logistics, Inc. - FORM 10-Q

Attached files

file	filename
EX-32.2 - EXHIBIT 32.2 - Rand Logistics, Inc.	rlog-20170630x10qex322.htm
EX-32.1 - EXHIBIT 32.1 - Rand Logistics, Inc.	rlog-20170630x10qex321.htm
EX-31.2 - EXHIBIT 31.2 - Rand Logistics, Inc.	rlog-20170630x10qex312.htm
EX-31.1 - EXHIBIT 31.1 - Rand Logistics, Inc.	rlog-20170630x10qex311.htm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q



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

	For the Quarterly Period Ended June 30, 2017
or
¨	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: 001-33345

___________________

RAND LOGISTICS, INC.

(Exact name of registrant as specified in its charter)



Delaware		No. 20-1195343
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

333 Washington Street, Suite 201
Jersey City, NJ		07302
(Address of principal executive offices)		(Zip Code)

(212) 863-9427

(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 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 requirements for the past 90 days. Yes ý No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ý No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):



	Large accelerated filer ¨		Accelerated filer ¨

	Non-accelerated filer ¨		Smaller reporting company ý

			Emerging Growth Company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No þ

18,633,149 shares of Common Stock, par value $.0001, were outstanding at August 14, 2017.

RAND LOGISTICS, INC.

INDEX



PART I. FINANCIAL INFORMATION		4

Item 1. Financial Statements.		4
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.		42
Item 3. Quantitative and Qualitative Disclosures About Market Risk.		59
Item 4. Controls and Procedures.		59

PART II. OTHER INFORMATION		60

Item 1. Legal Proceedings.		60
Item 1A. Risk Factors.		60
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.		61
Item 3. Defaults Upon Senior Securities.		61
Item 4. Mine Safety Disclosures.		62
Item 5. Other Information.		62
Item 6. Exhibits.		63

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

RAND LOGISTICS, INC.

Consolidated Balance Sheets (Unaudited)

(U.S. Dollars 000’s except for Shares and Per Share data)



	June 30, 2017			March 31, 2017
ASSETS
CURRENT
Cash and cash equivalents	$	1,036		$	335
Accounts receivable, net (Note 5)	15,729			4,101
Income taxes receivable	46			46
Prepaid expenses and other current assets (Notes 6 and 9)	6,696			6,209
Total current assets	23,507			10,691
PROPERTY AND EQUIPMENT, NET (Note 8)	222,838			214,046
OTHER ASSETS (Note 9)	29			41
DEFERRED DRYDOCK COSTS, NET (Note 10)	11,607			8,802
INTANGIBLE ASSETS, NET (Note 11)	4,647			4,827
GOODWILL (Note 11)	10,193			10,193
Total assets	$	272,821		$	248,600
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT
Accounts payable	11,841			9,070
Accrued liabilities (Note 13)	13,223			15,220
Other current liability	412			404
Long-term debt, net, classified as current (Note 14)	143,756			119,702
Subordinated debt, net, classified as current (Note 15)	85,632			80,577
Total current liabilities	254,864			224,973
DEFERRED INCOME TAXES, NET (Note 7)	4,283			4,367
Total liabilities	259,147			229,340
COMMITMENTS AND CONTINGENCIES (Notes 16 and 17)
STOCKHOLDERS' EQUITY
Preferred stock, $.0001 par value, Authorized 1,000,000 shares, Issued and outstanding 295,480 shares at June 30, 2017 and at March 31, 2017 (Note 18)	14,674			14,674
Common stock, $.0001 par value, Authorized 50,000,000 shares, Issued and outstanding 18,633,149 shares at June 30, 2017 and at March 31, 2017 (Note 18)	1			1
Additional paid-in capital	91,357			91,348
Accumulated deficit	(81,991		)	(76,408		)
Accumulated other comprehensive loss	(10,367		)	(10,355		)
Total stockholders’ equity	13,674			19,260
Total liabilities and stockholders’ equity	$	272,821		$	248,600

The accompanying notes are an integral part of these consolidated financial statements.

RAND LOGISTICS, INC.

Consolidated Statements of Operations (Unaudited)

(U.S. Dollars 000’s except for Shares and Per Share data)



	Three months ended June 30, 2017			Three months ended June 30, 2016
REVENUE
Freight and related revenue	$	30,280		$	33,105
Fuel and other surcharges	2,062			712
TOTAL REVENUE	32,342			33,817
EXPENSES
Vessel operating expenses	18,985			18,842
Repairs and maintenance	712			985
General and administrative	4,703			3,875
Depreciation	5,334			5,298
Amortization of drydock costs	758			853
Amortization of intangibles	246			253
(Gain) on foreign exchange, net	(1,081		)	(1,123		)
Restructuring charges (Note 21)	—			2,375
Impairment charges on retired asset (Note 8)	—			1,872
TOTAL EXPENSES	29,657			33,230
OPERATING INCOME	2,685			587
OTHER INCOME AND EXPENSES
Interest expense (Note 20)	8,007			3,620
Interest and other income	—			(2		)
Total Other Income and Expenses	8,007			3,618
LOSS BEFORE INCOME TAXES	(5,322		)	(3,031		)
RECOVERY OF INCOME TAXES (Note 7)
Deferred	(209		)	(449		)
Recovery for Income Taxes	(209		)	(449		)
NET LOSS BEFORE PREFERRED STOCK DIVIDENDS	(5,113		)	(2,582		)
PREFERRED STOCK DIVIDENDS	470			386
LOSS APPLICABLE TO COMMON STOCKHOLDERS	$	(5,583	)	$	(2,968	)
Net loss per share - basic and diluted (Note 24)	$	(0.30	)	$	(0.16	)
Weighted average shares outstanding - basic and diluted	18,527,475			18,320,051

The accompanying notes are an integral part of these consolidated financial statements.

RAND LOGISTICS, INC.

Consolidated Statements of Comprehensive Loss (Unaudited)

(U.S. Dollars 000’s except for Shares and Per Share data)



	Three months ended June 30, 2017		Three months ended June 30, 2016

NET LOSS BEFORE PREFERRED STOCK DIVIDENDS	(5,113	)	(2,582	)
Other comprehensive loss:
Change in foreign currency translation adjustment	(12	)	148
COMPREHENSIVE LOSS BEFORE PREFERRED STOCK DIVIDENDS	(5,125	)	(2,434	)

The accompanying notes are an integral part of these consolidated financial statements.

RAND LOGISTICS, INC.

Consolidated Statements of Stockholders' Equity (Unaudited)

(U.S. Dollars 000’s except for Shares and Per Share data)



	Preferred Stock			Common Stock			Additional Paid-In Capital		Accumulated Deficit			Accumulated Other Comprehensive Loss			Total Stockholders' Equity
	Shares	Amount		Shares	Amount		Amount		Amount			Amount			Amount
Balances, March 31, 2016	295,480	$	14,674	18,359,397	$	1	$	90,993	$	(56,537	)	$	(9,535	)	$	39,596
Net loss	—	—		—	—		—		(18,228		)	—			(18,228		)
Preferred stock dividends	—	—		—	—		—		(1,643		)	—			(1,643		)
Restricted stock issued (Note 18)	—	—		103,301	—		96		—			—			96
Unrestricted stock issued (Note 18)	—	—		161,733	—		143		—			—			143
Restricted stock units granted	—	—		8,718	—		60		—			—			60
Stock options issued	—	—		—	—		56		—			—			56
Translation adjustment	—	—		—	—		—		—			(820		)	(820		)
Balances, March 31, 2017	295,480	$	14,674	18,633,149	$	1	$	91,348	$	(76,408	)	$	(10,355	)	$	19,260
Net loss	—	—		—	—		—		(5,113		)	—			(5,113		)
Preferred stock dividends	—	—		—	—		—		(470		)	—			(470		)
Stock options issued	—	—		—	—		9		—			—			9
Translation adjustment	—	—		—	—		—		—			(12		)	(12		)
Balances, June 30, 2017	295,480	$	14,674	18,633,149	$	1	$	91,357	$	(81,991	)	$	(10,367	)	$	13,674

The accompanying notes are an integral part of these consolidated financial statements.

RAND LOGISTICS, INC.

Consolidated Statements of Cash Flows (Unaudited)

(U.S. Dollars 000’s except for Shares and Per Share data)



	Three months ended June 30, 2017			Three months ended June 30, 2016
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(5,113	)	$	(2,582	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization of drydock costs	6,092			6,151
Amortization of intangibles and deferred financing costs	4,002			578
Deferred income taxes	(209		)	(449		)
Impairment charges on retired asset	—			1,872
Equity compensation granted	9			171
Unrealized foreign exchange gain	(1,088		)	(230		)
Restructuring charges	—			2,375
Deferred drydock costs paid	(5,892		)	(2,708		)
Changes in operating assets and liabilities:
Accounts receivable	(11,628		)	(12,559		)
Prepaid expenses and other current assets	(487		)	(760		)
Accounts payable and accrued liabilities	1,992			46
Other assets and liabilities, net	20			(641		)
Income taxes payable, net	—			(3		)
NET CASH USED IN OPERATING ACTIVITIES	(12,302		)	(8,739		)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment	(10,746		)	(5,229		)
NET CASH USED IN INVESTING ACTIVITIES	(10,746		)	(5,229		)
CASH FLOWS FROM FINANCING ACTIVITIES
Deferred payment liability obligation	—			(141		)
Proceeds from long-term debt	26,846			22,852
Long-term debt repayment	(633		)	(7,939		)
Debt financing cost	(2,480		)	—
NET CASH PROVIDED BY FINANCING ACTIVITIES	23,733			14,772
EFFECT OF FOREIGN EXCHANGE RATES ON CASH	16			(89		)
NET INCREASE IN CASH AND CASH EQUIVALENTS	701			715
CASH AND CASH EQUIVALENTS, BEGINNING OF THE PERIOD	335			77
CASH AND CASH EQUIVALENTS, END OF THE PERIOD	$	1,036		$	792
SUPPLEMENTAL CASH FLOW DISCLOSURE
Payments for interest	$	4,915		$	3,157
Unpaid purchases of property and equipment	$	5,768		$	3,391
Unpaid purchases of deferred drydock costs	$	1,156		$	97
Payment of income taxes	$	—		$	5

The accompanying notes are an integral part of these consolidated financial statements.

RAND LOGISTICS, INC.

Notes to the Consolidated Financial Statements (Unaudited)

(U.S. Dollars 000’s except for Shares and Per Share data)

1. DESCRIPTION OF BUSINESS

Rand Logistics, Inc. (the “Company”), a Delaware corporation, is a leading provider of bulk freight shipping services throughout the Great Lakes region. The Company believes that it is the only company providing significant domestic port-to-port services to both Canada and the United States in the Great Lakes region. The Company maintains this operating flexibility by operating both U.S. and Canadian flagged vessels in compliance with the Shipping Act, 1916, and the Merchant Marine Act, 1920, commonly referred to as the Jones Act in the U.S. and the Coasting Trade Act in

Canada, respectively.

2. GOING CONCERN

The accompanying unaudited interim consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America ("GAAP") and contemplate continuation of the Company as a going concern. As discussed under Notes 14, 15 and 28, as of July 14, 2017, the waivers previously obtained from the respective lenders under the Company's First Lien Credit Agreement (as defined in Note 14) and Second Lien Credit Agreement (as defined in Note 15) expired, resulting in the reinstatement of the previously waived events of default under such credit facilities. The Company continues to pursue, but has not yet obtained, further waivers from the lenders under its credit facilities, but in the interim has been permitted to continue to borrow funds under the First Lien Credit Agreement. There can be no assurance, however, that the Company will continue to be permitted to borrow under the First Lien Credit Agreement pending receipt of applicable waivers, or that the Company will be able to obtain waivers on terms acceptable to the Company, or at all. In this regard, the lenders under the First Lien Credit Agreement (the “First Lien Lenders”) have reserved their rights relative to the pending defaults and have instituted a $15 million availability reserve on the Company's borrowing ability. Assuming the First Lien Lenders continue to permit the Company to borrow funds during the pendency of the existing events of default and that no additional availability reserves or other borrowing limitations are imposed, Company management believes that funds available to the Company from operations together with funds available for borrowing under the First Lien Credit Agreement will be sufficient for the Company to continue to operate its business in the ordinary course, to pay its ordinary and current expenses, and to continue as a going concern.

Further, the Company incurred a net loss of $19,871 during the year ended March 31, 2017, and as of that date, the Company’s current liabilities exceeded its current assets by $214,282 (after the reclassification of debt from long-term to current in the amount of $200,279). The balances outstanding under our credit facilities have been classified as short-term obligations within the Company’s Consolidated Balance Sheet since March 31, 2017 due to the Company’s expectation of not being able to satisfy certain financial covenants under such credit facilities during the ensuing twelve-month period. Together, these factors raise substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amount and classification of liabilities, other than as previously discussed, or any other adjustment that might be necessary should the Company be unable to continue as a going concern.

A significant factor in mitigating the substantial doubt about the Company's ability to continue as a going concern is the Company's ability to restructure or refinance its indebtedness, or complete a consensual recapitalization transaction with its lender (the “Second Lien Lender”) under the Second Lien Credit Agreement. The Company's discussions with the Second Lien Lender with respect to a potential recapitalization transaction have continued, but the terms of a potential recapitalization transaction have not yet been agreed upon. There can be no assurance that the Company will be able to reach an agreement with respect to a recapitalization transaction in a timely manner or at all. In this regard, the Company's board of directors has determined to expand its evaluation of strategic alternatives available to the Company, and the Company has engaged a financial advisor to assist in such evaluation. Moreover, the terms of any such recapitalization transaction could result in a significant or complete loss of value to the holders of the Company’s common stock. If the Company is unsuccessful in restructuring or refinancing its indebtedness, or completing a consensual recapitalization transaction with its Second Lien Lender, it could result in the Company's need to voluntarily seek protection under applicable bankruptcy laws. The bankruptcy process could result in a significant or complete loss of value to the holders of our common stock.

RAND LOGISTICS, INC.

Notes to the Consolidated Financial Statements (Unaudited)

(U.S. Dollars 000’s except for Shares and Per Share data)

3. SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation and consolidation

The consolidated financial statements are prepared in accordance with GAAP and include the accounts of Rand Finance Corp. (“Rand Finance”), Rand LL Holdings Corp. ("Rand LL Holdings") and Black Creek Shipping Holding Company, Inc. ("Black Creek Holdings"), wholly-owned subsidiaries of the Company, the accounts of Lower Lakes Towing Ltd. ("Lower Lakes Towing"), Lower Lakes Transportation Company ("Lower Lakes Transportation") and Grand River Navigation Company, Inc. ("Grand River"), each of which is a wholly-owned subsidiary of Rand LL Holdings, Black Creek Shipping Company, Inc. ("Black Creek"), which is a wholly-owned subsidiary of Black Creek Holdings, and Lower Lakes Ship Repair Company Ltd. ("Lower Lakes Ship Repair") and Lower Lakes Towing (17) Ltd. ("Lower Lakes (17)"), each of which is a wholly-owned subsidiary of Lower Lakes Towing. As of November 7, 2016, Lower Lakes (17) was amalgamated with and into Lower Lakes Towing with Lower Lakes Towing continuing as the surviving entity.

The consolidated financial statements include the accounts of the Company and all of its wholly-owned subsidiaries. All significant intercompany transactions and balances have been eliminated. In the opinion of management, the unaudited interim consolidated financial statements contain all adjustments necessary (consisting of normal recurring accruals) to present fairly the financial information contained herein. Operating results for the interim periods presented are not necessarily indicative of the results to be expected for a full year, in part due to the seasonal nature of the business. The comparative consolidated balance sheet amounts and the consolidated statement of stockholders' equity for the year ended March 31, 2017 are derived from the audited consolidated financial statements for the fiscal year ended March 31, 2017. The statements and related notes have been prepared pursuant to the rules and regulations of the U.S. Securities and Exchange Commission. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been omitted pursuant to such rules and regulations. These unaudited interim financial statements should be read in conjunction with the financial statements that are included in the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2017.

Cash and cash equivalents

The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents.

Accounts receivable

The majority of the Company’s accounts receivable are amounts due from customers and other accounts receivable, including insurance and Canadian harmonized sales tax refunds. The majority of accounts receivable are due within 30 to 60 days and are stated as amounts due from customers net of an allowance for doubtful accounts. The Company extends credit to its customers based upon its assessment of their creditworthiness and past payment history. Accounts outstanding longer than the contractual payment terms are considered past due.

Revenue and operating expenses recognition

The Company generates revenues from freight billings under contracts of affreightment (voyage charters) generally on a rate per ton basis based on origin-destination and cargo carried. Voyage revenue is recognized ratably over the duration of a voyage, which average from 2 to 3 days, based on the relative transit time in each reporting period when the following conditions are met: the Company has a signed contract of affreightment, the contract price is fixed or determinable and collection is reasonably assured. Included in freight billings are other fees such as fuel surcharges and other freight surcharges, which represent pass-through charges to customers for toll fees, lockage fees and ice breaking fees paid to other parties. Fuel surcharges are recognized ratably over the duration of the voyage, while freight surcharges are recognized when the associated costs are incurred. Freight surcharges are less than 5% of total revenue for all periods presented.

RAND LOGISTICS, INC.

Notes to the Consolidated Financial Statements (Unaudited)

(U.S. Dollars 000’s except for Shares and Per Share data)

3. SIGNIFICANT ACCOUNTING POLICIES (continued)

Marine operating costs included in vessel operating expenses such as crewing costs, fuel, tugs and insurance are recognized as incurred or consumed and thereby are recognized ratably in each reporting period. Repairs and maintenance and certain other insignificant costs are recognized as incurred.

From time to time, the Company subcontracts excess customer demand to other freight providers. Service to customers under such arrangements is transparent to the customer and no additional services are provided to customers by the Company. Consequently, revenues recognized for customers serviced by freight subcontractors are recognized on the same basis as described above. Costs for subcontracted freight providers, presented as “outside voyage charter fees” in the consolidated statements of operations, are recognized as incurred and therefore are recognized ratably over the voyage.

The Company accounts for sales taxes imposed on its services on a net basis in the consolidated statements of operations.

In addition, all revenues are presented on a gross basis.

Vessel acquisitions

Vessel acquisitions are stated at cost, which consists of the purchase price and any material incremental expenditures incurred upon acquisition, such as initial repairs, improvements, delivery expenses and other expenditures to prepare the vessel for its initial voyage. Subsequent expenditures for conversions and major improvements are also capitalized when they appreciably extend the life, increase the earnings capacity or improve the efficiency or safety of the vessels. Significant financing costs incurred during the construction period of the vessels are also capitalized and included in the vessels' cost.

Fuel and lubricant inventories

Raw materials, fuel and certain operating supplies are accounted for on a first-in, first-out cost method (based on monthly averages). Raw materials and fuel are stated at the lower of actual cost (first-in, first-out method) or market and are included in prepaid expenses and other current assets in the accompanying consolidated balance sheets. Operating supplies are stated at actual cost or average cost and are recognized in expenses as they are consumed.

Intangible assets and goodwill

Intangible assets consist primarily of goodwill, deferred financing costs and customer relationships and contracts. Intangible assets are amortized as follows:



Customer relationships and contracts	15 years straight-line

Deferred financing costs are amortized on a straight-line basis over the term of the related debt, which approximates the effective interest method. Upon adoption of ASU 2015-03 for the first quarter of the 2017 fiscal year ended March 31, 2017 (as discussed in Note 4), this cost, net of amortization was classified as an offset against our long-term debt and subordinated debt.

RAND LOGISTICS, INC.

Notes to the Consolidated Financial Statements (Unaudited)

(U.S. Dollars 000’s except for Shares and Per Share data)

3. SIGNIFICANT ACCOUNTING POLICIES (continued)

Property and equipment

Property and equipment are recorded at cost. Depreciation methods and periods for property and equipment are as follows:



Vessels	5 - 30 years straight-line
Leasehold improvements	7 - 11 years straight-line
Purchased software	3 years straight-line
Vehicles	20% declining-balance
Furniture and equipment	20% declining-balance
Computer equipment	45% declining-balance
Communication equipment	20% declining-balance

Impairment of fixed assets and finite-lived intangible assets

Fixed assets (e.g., property and equipment) and finite-lived intangible assets (e.g., customer relationships and contracts) are tested for impairment upon the occurrence of a triggering event that indicates the carrying value of such an asset or asset group (e.g., tugs and barges) might be no longer recoverable. Examples of such triggering events include, but are not limited to, a significant disposal of a portion of such assets, an adverse change in the market involving the business employing the related asset(s), a significant decrease in the benefits realized from an acquired business, difficulties or delays in integrating the business, and a significant change in the operations of an acquired business.

Once a triggering event has occurred, the recoverability test employed is based on whether the intent is to hold the asset(s) for continued use or to hold the asset(s) for sale. If the intent is to hold the asset(s) for continued use, the recoverability test involves a comparison of undiscounted cash flows excluding interest expense but including any proceeds from eventual disposition, against the carrying value of the asset(s) as an initial test. If the carrying value of such asset(s) exceeds the undiscounted cash flow, the carrying amount of the asset(s) would be deemed to be impaired. Impairment would then be measured as the difference between the fair value of the fixed or amortizing intangible asset and the carrying value of such asset(s). The Company generally determines fair value by using the discounted cash flow method. If the intent is to hold the asset(s) for sale and certain other criteria are met (i.e., the asset(s) can be disposed of currently, appropriate levels of authority have approved the sale and there is an actively pursuing buyer), the impairment test is a comparison of the carrying value of the asset(s) to its fair value less costs to sell. To the extent that the carrying value is greater than the fair value less costs to sell, an impairment loss is recognized for the difference. As of June 30, 2016, the Company determined that its smallest carrying capacity Canadian flag bulk carrier was unlikely to generate a sufficient long term return on capitalized expenses necessary to continue operating the vessel. As a result, the Company decided to retire this vessel. The Company has also determined that the carrying value of the vessel was greater than the fair value and hence impairment charges were recorded during the three months ended June 30, 2016 to write off the carrying value of the vessel. At March 31, 2017, the Company completed the step 1 test of undiscounted cash flows for one specific asset group and determined that the carrying value of the asset(s) was not less than the undiscounted cash flows. There were no adverse changes in our markets or other triggering events that could affect the valuation of our assets during the three month period ended June 30, 2017.

RAND LOGISTICS, INC.

Notes to the Consolidated Financial Statements (Unaudited)

(U.S. Dollars 000’s except for Shares and Per Share data)


3.	SIGNIFICANT ACCOUNTING POLICIES (continued)

Evaluation of goodwill for impairment

The Company annually (or more frequently, if required) reviews the carrying value of goodwill residing in its reporting units as of March 31, to determine whether impairment may exist. GAAP requires that goodwill and certain indefinite-lived intangible assets be assessed annually for impairment using fair value measurement techniques. Specifically, goodwill impairment is determined using a three-step process. The first step of the goodwill impairment test is to determine if the Company can perform a qualitative assessment before calculating the fair value of the reporting unit when testing goodwill for impairment. Only if the fair value of the reporting unit is determined, based on qualitative factors, to be more likely than not less than the carrying amount of the reporting unit, then entities are required to perform the next two steps of the goodwill impairment test. The second step of the goodwill impairment test is used to identify potential impairment by comparing the fair value of a reporting unit with its carrying amount, including goodwill. The estimates of fair value of the Company’s two reporting units, which are the Company’s Canadian and U.S. operations (excluding the parent), are determined using various valuation techniques with the primary techniques being a discounted cash flow analysis and peer analysis. A discounted cash flow analysis requires various judgmental assumptions, including assumptions about future cash flows, growth rates, and discount rates. The assumptions about future cash flows and growth rates are based on the Company’s forecast and long-term estimates. Discount rate assumptions are based on an assessment of the risk inherent in the respective reporting units. If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is considered not impaired and the third step of the impairment test is unnecessary. If the carrying amount of a reporting unit exceeds its fair value, the third step of the goodwill impairment test is performed to measure the amount of impairment loss, if any. The third step of the goodwill impairment test compares the implied fair value of the reporting unit’s goodwill with the carrying amount of that goodwill. If the carrying amount of the reporting unit’s goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to that excess. The implied fair value of goodwill is determined in the same manner as the amount of goodwill recognized in a business combination. That is, the fair value of the reporting unit is allocated to all of the existing assets and liabilities of that unit (including any unrecognized intangible assets) as if the reporting unit had been acquired in a business combination and the fair value of the reporting unit was the purchase price paid to acquire the reporting unit. As of March 31, 2017, the Company conducted the quantitative assessment and determined that the fair values of its two reporting units were greater than their carrying amounts. The Company has determined that there were no adverse changes in the Company's markets or other triggering events that indicated that it is more likely than not that the fair value of the Company's reporting units was less than the carrying value and as a result, an interim impairment test has not been required during the three month period ended June 30, 2017.

Drydock costs

Drydock costs incurred during statutory Canadian and United States certification processes are capitalized and amortized on a straight-line basis over the benefit period, which is generally sixty (60) months. Drydock costs include costs of work performed by third party shipyards and subcontractors and other direct expenses to complete the mandatory certification processes.

Repairs and maintenance

The Company’s vessels require repairs and maintenance each year to ensure the fleet is operating efficiently during the shipping season. The majority of repairs and maintenance are conducted in January, February, and March of each year when the vessels typically are not engaged in affreightment activities. The Company expenses such routine repairs and maintenance costs as incurred. Significant repairs to the Company’s vessels, such as major engine overhauls and major hull steel repairs, are capitalized and amortized over the lesser of the remaining useful life of the upgrade or the asset repaired.

RAND LOGISTICS, INC.

Notes to the Consolidated Financial Statements (Unaudited)

(U.S. Dollars 000’s except for Shares and Per Share data)


3.	SIGNIFICANT ACCOUNTING POLICIES (continued)

Income taxes

The Company accounts for income taxes in accordance with Accounting Standards Codification ("ASC") 740 “Income Taxes,” which requires the determination of deferred tax assets and liabilities based on the differences between the financial statement and income tax bases of tax assets and liabilities, using enacted tax rates in effect for the year in which the differences are expected to reverse. A valuation allowance is recognized, if necessary, to measure tax benefits to the extent that, based on available evidence, it is more likely than not that they will be realized. Income tax expense (or benefit) for an interim period is based on income taxes computed for ordinary income or loss and income taxes computed for items or events that are not part of ordinary income or loss. At the end of each interim period, the Company applies an estimate of the effective tax rate expected to be applicable for the full fiscal year to the year-to-date ordinary income (or loss) at the end of the interim period.

The Company classifies interest expense related to income tax liabilities, when applicable, as part of the interest expense in its consolidated statements of operations rather than income tax expense. To date, the Company has not incurred material interest expenses or penalties relating to assessed taxation amounts.

Lower Lakes Towing is currently under examination by the Canadian taxing authority for the tax years 2014 and 2015. The Company's primary U.S. state income tax jurisdictions are Illinois, Indiana, Michigan, Minnesota, Pennsylvania, Wisconsin, New Jersey and New York and its only international jurisdictions are Canada and its province of Ontario. The following table summarizes the open fiscal tax years for each major jurisdiction:



Jurisdiction	Open Tax Years (Fiscal Years)
Federal (U.S.A)	2014 – 2017
Various states	2013 – 2017
Federal (Canada)	2012 – 2017
Ontario	2012 – 2017

Foreign currency translation

The Company uses the U.S. Dollar as its reporting currency. The functional currency of the Company's Canadian subsidiaries is the Canadian Dollar. The functional currency of the Company’s U.S. subsidiaries is the U.S. Dollar. Assets and liabilities denominated in foreign currencies are translated into U.S. Dollars at the rate of exchange at the balance sheet date, while revenue and expenses are translated at the average exchange rates prevailing during the respective month. Components of stockholders’ equity are translated at historical exchange rates. Exchange gains and losses resulting from translation are reflected in accumulated other comprehensive income or loss, except for financial assets and liabilities designated in foreign currency, which are reflected in the Company's consolidated statements of operations.

Advertising costs

The Company expenses all advertising costs as incurred. These costs are included in general and administrative expenses and were insignificant during the periods presented.

RAND LOGISTICS, INC.

Notes to the Consolidated Financial Statements (Unaudited)

(U.S. Dollars 000’s except for Shares and Per Share data)

3. SIGNIFICANT ACCOUNTING POLICIES (continued)

Use of estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Significant estimates and assumptions used in the preparation of these consolidated financial statements include the assumptions used in the determination of whether there is substantial doubt about the Company's ability to continue as a going concern, the assumptions used in determining the useful lives of long-lived assets, the assumptions used in determining whether assets are impaired, the assumptions used in determining the valuation allowance for deferred income tax assets and the assumptions used in stock-based compensation awards. Actual results could differ from those estimates.

Stock-based compensation

The Company recognizes compensation expense for all newly granted awards and awards modified, repurchased or cancelled based on fair value at the date of grant or the date of modification, if applicable.

Financial instruments

The Company accounts for its foreign currency hedge contracts on its subordinated debt utilizing ASC 815 “Derivatives and Hedging” ("ASC 815"). All changes in the fair value of any foreign currency hedge contracts are recorded in earnings and the fair value of settlement costs to terminate any foreign currency hedge contracts are included in current assets or current liabilities on the consolidated balance sheets.

Fair value of financial instruments

ASC 820 “Fair Value Measurements and Disclosures” ("ASC 820") defines fair value, establishes a framework for measuring fair value in GAAP and establishes a hierarchy that categorizes and prioritizes the inputs to be used to estimate fair value. The three levels of inputs used are as follows:

Level 1 - Quoted prices in active markets for identical assets or liabilities.

Level 2 - Inputs other than Level 1 that are observable for the asset or liability, either directly or indirectly, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data by correlation or other means.

Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

The disclosure requirements of ASC 815 and 820 related to the Company’s financial assets and liabilities are presented in Note 23.

RAND LOGISTICS, INC.

Notes to the Consolidated Financial Statements (Unaudited)

(U.S. Dollars 000’s except for Shares and Per Share data)


4.	RECENTLY ISSUED PRONOUNCEMENTS

Revenue from Contracts with Customers

In May 2014, the Financial Accounting Standard Board (the "FASB") issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) ("ASU 2014-09"), which supersedes the revenue recognition requirements in ASC 605, Revenue Recognition. ASU 2014-09 requires entities to recognize revenue in a way that depicts the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. ASU 2014-09 requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. ASU 2014-09 would have been effective for fiscal years, and interim periods within those years, beginning after December 15, 2016. In July 2015, the FASB voted to delay the effective date of the new standard by one year to annual periods beginning after December 15, 2017. ASU 2014-09, as subsequently amended, shall be applied either retrospectively to each period presented or as a cumulative-effect adjustment as of the date of adoption. Early adoption is permitted as of the original effective date. In May 2016, the FASB issued ASU 2016-11, Revenue Recognition (Topic 605) and Derivatives and Hedging (Topic 815): Rescission of SEC Guidance Because of Accounting Standards Updates 2014-09 and 2014-16 Pursuant to Staff Announcements at the March 3, 2016 EITF Meeting ("ASU 2016-11"). ASU 2016-11 rescinds several SEC Staff Announcements that are codified in Topic 605, including, among other items, guidance relating to accounting for shipping and handling fees and freight services. In addition, in March 2016, the FASB issued ASU No. 2016-08 Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net) (“ASU 2016-08”), which clarifies the principal-versus-agent guidance in Topic 606 and requires an entity to determine whether the nature of its promise to provide goods or services to a customer is performed in a principal or agent capacity and to recognize revenue in a gross or net manner based on its principal/agent designation. In April 2016, the FASB also issued ASU No. 2016-10 Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing (“ASU 2016-10”), which amends the revenue guidance on identifying performance obligations and accounting for licenses of intellectual property. In May 2016, the FASB also issued ASU No. 2016-12 Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients (“ASU 2016-12”), which amends the revenue guidance to clarify measurement and presentation, as well as to include some practical expedients and policy elections. In December 2016, the FASB issued ASU 2016-20, “Technical Corrections and Improvements to Topic 606, Revenue From Contracts with Customers”. The update makes minor changes to ASU 2014-09. The technical corrections affect narrow aspects of the new revenue standard, including: loan guarantee fees, contract costs-impairment testing, contract costs - interaction of impairment testing with guidance in other topics, provisions for losses on construction-type and production-type contracts, scope of the new revenue standard, disclosure of remaining performance obligations, disclosure of prior-period performance obligations, a contract modification example, refund liability, advertising costs, fixed-odds wagering contracts in the casino industry, and cost capitalization for advisers to private and public funds. There are two transition methods available under the new standard, either cumulative effect or retrospective. ASU 2016-08, ASU 2016-10, ASU 2016-12 and ASU 2016-20 must be adopted concurrently with the adoption of ASU 2014-09. The Company is evaluating the effect, if any, that adopting these new accounting standards will have on the Company's consolidated financial statements and related disclosures.

Leases (Topic 842)

In February 2016, the FASB issued ASU 2016-02, Leases ("ASU 2016-02"). ASU 2016-02 revises the existing guidance related to leases by requiring lessees to recognize a lease liability and a right-of-use asset for all leases, as well as additional disclosure regarding leasing arrangements. This standard will be effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, and requires a modified retrospective adoption, with earlier adoption permitted. The Company is currently evaluating the effects of the adoption of ASU 2016-02 on its consolidated financial statements.

RAND LOGISTICS, INC.

Notes to the Consolidated Financial Statements (Unaudited)

(U.S. Dollars 000’s except for Shares and Per Share data)

4. RECENTLY ISSUED PRONOUNCEMENTS (continued)

Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments

In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. The pronouncement provides clarification guidance on certain cash flow presentation issues such as debt prepayment or debt extinguishment costs and contingent consideration payments made after a business combination. This pronouncement is effective for interim and annual reporting periods beginning after December 15, 2017. Early adoption is permitted. The Company is currently evaluating the impact that this standard will have on its Consolidated Statements of Cash Flows.

Income Taxes (Topic 740) - Intra-Entity Transfers of Assets Other Than Inventory

In October 2016, the FASB issued ASU 2016-16, Income Taxes (Topic 740) - Intra-Entity Transfers of Assets Other Than Inventory ("ASU 2016-16"). ASU 2016-16 provides guidance on recognition of current income tax consequences for intra-entity asset transfers (other than inventory) at the time of transfer. This represents a change from current GAAP, where the consolidated tax consequences of intra-entity asset transfers are deferred from the time of transfer to a future period. The guidance is effective for annual reporting periods beginning after December 15, 2017 and interim periods within those fiscal years. Early adoption at the beginning of an annual period is permitted. The Company is currently assessing the potential impact that ASU 2016-16 will have on the financial statements and disclosures.

Statement of Cash Flows (Topic 230): Restricted Cash

In November 2016, the FASB issued ASU No. 2016-18, "Statement of Cash Flows (Topic 230): Restricted Cash", which requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. This ASU is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. The Company does not expect these amendments to have a material effect on its financial statements.

Business Combinations (Topic 805)

In January 2017, the FASB issued ASU 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business” (“ASU 2017-01”), which adds guidance to assist companies in evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or of businesses, and provides for a screen to determine when a transaction should be accounted for as the acquisition or disposal of assets and not of a business, potentially reducing the number of transactions that need to be further evaluated. ASU 2017-01 is effective for annual periods beginning after December 15, 2017, including interim periods within those annual periods. No disclosures are required at transition and early adoption is permitted. The Company is currently evaluating the impact of adopting the new guidance on its consolidated financial statements.

Intangibles - Goodwill and Other (Topic 350)

In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350) ("ASU 2017-04"), which simplifies the subsequent measurement of goodwill by removing the second step of the two-step impairment test. The amendment requires an entity to perform its annual or interim goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An impairment charge should be recognized for the amount by which the carrying amount exceeds the reporting unit's fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. The amendment should be applied on a prospective basis. ASU 2017-04 is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates on or after January 1, 2017. The Company is currently evaluating the impact of adopting ASU 2017-04 on its consolidated financial statements.

RAND LOGISTICS, INC.

Notes to the Consolidated Financial Statements (Unaudited)

(U.S. Dollars 000’s except for Shares and Per Share data)

4. RECENTLY ISSUED PRONOUNCEMENTS (continued)

Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets

On February 22, 2017, the FASB issued ASU 2017-05, “Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets”, to clarify the scope of asset derecognition guidance and provide new guidance on the accounting for partial sales of nonfinancial assets. This guidance provides greater detail on what types of transactions should be accounted for within the scope of ASC subtopic 610-20. The effective date for this update is for annual reporting periods beginning after December 15, 2017. The Company is evaluating the impact of the adoption of this ASU on its consolidated financial statements.

Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting.

In May 2017, the FASB issued ASU No. 2017-09 “Compensation - Stock Compensation (Topic 718): Scope of Modification Accounting”. ASU No. 2017-09 provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. ASU No. 2017-09 is effective for annual periods beginning after December 15, 2017 and interim periods within those years. The amendments in ASU No. 2017-09 are to be applied prospectively to an award modified on or after the adoption date, consequently the impact will be dependent on whether the Company modifies any of its share-based payment awards and the nature of such modifications.

5. ACCOUNTS RECEIVABLE, NET

Trade receivables are presented net of an allowance for doubtful accounts. The allowance was $116 as of June 30, 2017 and $113 as of March 31, 2017. The Company manages and evaluates the collectability of its trade receivables as follows: management reviews aged accounts receivable listings and contact is made with customers that have extended beyond agreed upon credit terms. Senior management and operations are notified so that when they are contacted by such customers for a future delivery, they can request that the customer pays any past due amounts before any future cargo is booked for shipment. Customer credit risk is also managed by reviewing the history of payments by the customer, the size and credit quality of the customer, the period of time remaining within the shipping season and demand for future cargos.

6.PREPAID EXPENSES AND OTHER CURRENT ASSETS

Prepaid expenses and other current assets are comprised of the following:



	June 30, 2017		March 31, 2017
Prepaid insurance	$	486	$	302
Fuel and lubricant inventories	4,714		4,252
Deposits and other prepaids	1,496		1,655
	$	6,696	$	6,209

RAND LOGISTICS, INC.

Notes to the Consolidated Financial Statements (Unaudited)

(U.S. Dollars 000’s except for Shares and Per Share data)


7.	INCOME TAXES

The Company's effective tax rate for the three month period ended June 30, 2017 was a deferred tax recovery of 3.9% compared to a deferred tax recovery of 14.8% for the three month period ended June 30, 2016. The change in effective tax rate was primarily due to changes in permanent differences and discrete items compared to the prior year comparative period.

For state tax purposes, the Company is in an overall net deferred tax asset position before the consideration of the valuation allowance at June 30, 2017. In certain separate state jurisdictions, a small net deferred tax liability exists before consideration of the valuation allowance. After the consideration of the reversing patterns of these liabilities on a separate jurisdiction basis, it is expected that a portion of these liabilities will reverse within the period of time available for existing deferred tax assets including net operating loss carryforward. The Company recorded a small valuation allowance against the U.S. state net deferred tax assets as of June 30, 2017.

RAND LOGISTICS, INC.

Notes to the Consolidated Financial Statements (Unaudited)

(U.S. Dollars 000’s except for Shares and Per Share data)


8.	PROPERTY AND EQUIPMENT, NET

Property and equipment, net are comprised of the following:



	June 30, 2017		March 31, 2017
Cost
Vessels	$	338,337	$	322,820
Leasehold improvements	169		146
Furniture and equipment	605		594
Vehicles	12		15
Computer, communication equipment and purchased software	3,777		3,727
	$	342,900	$	327,302
Accumulated depreciation
Vessels	$	117,263	$	110,338
Leasehold improvements	70		61
Furniture and equipment	433		408
Vehicles	12		13
Computer, communication equipment and purchased software	2,284		2,436
	$	120,062	$	113,256
Total Cost less Accumulated Depreciation	$	222,838	$	214,046

As of June 30, 2016, the Company determined that its smallest carrying capacity Canadian flag bulk carrier was unlikely to generate a sufficient long-term return on capitalized expenses necessary to continue operating the vessel. As a result, the Company decided to retire this vessel as of June 30, 2016. The Company also determined that the carrying value of the vessel was greater than the fair value and hence impairment charges of $1,872 including write-off of unamortized drydock costs were recorded during the three month period ended June 30, 2016. The vessel did not sail during either of the three month periods ended June 30, 2017 or 2016. The operating loss of the vessel, included in the Consolidated Statement of Operations for the three month period ended June 30, 2017 was $Nil versus operating loss of $145 for the three month period ended June 30, 2016.


9.	OTHER ASSETS

Other assets classified as non-current as of March 31, 2017, include certain customer contract related expenditures, which were amortized over a five-year period. The current portion of such costs represented the amounts expected to be recognized as expenses over the next twelve months.



	June 30, 2017		March 31, 2017
Customer contract costs	$	—	$	72
Prepaid expenses and other assets	6,725		6,178
Total	$	6,725	$	6,250

Current portion (Note 6)	6,696		6,209

Other long-term assets	$	29	$	41

RAND LOGISTICS, INC.

Notes to the Consolidated Financial Statements (Unaudited)

(U.S. Dollars 000’s except for Shares and Per Share data)


10.	DEFERRED DRYDOCK COSTS, NET

Deferred drydock costs, net are comprised of the following:



	June 30, 2017			March 31, 2017
Drydock expenditures	$	17,316		$	19,395
Accumulated amortization	(5,709		)	(10,593		)
	$	11,607		$	8,802

The following table shows periodic deferrals of drydock costs and amortization.



Balance as of March 31, 2016	$	6,660
Drydock costs accrued and incurred	5,531
Amortization of drydock costs	(3,104		)
Unamortized dry-dock cost write-off for a retired vessel	(138		)
Foreign currency translation adjustment	(147		)
Balance as of March 31, 2017	8,802
Drydock costs accrued and incurred	3,470
Amortization of drydock costs	(758		)
Foreign currency translation adjustment	93
Balance as of June 30, 2017	$	11,607

RAND LOGISTICS, INC.

Notes to the Consolidated Financial Statements (Unaudited)

(U.S. Dollars 000’s except for Shares and Per Share data)


11.	INTANGIBLE ASSETS, NET AND GOODWILL

Intangibles, net are comprised of the following:



	June 30, 2017		March 31, 2017
Intangible assets:
Customer relationships and contracts	$	15,130	$	14,886
Total identifiable intangibles	15,130		14,886
Accumulated amortization:
Customer relationships and contracts	10,483		10,059
Total accumulated amortization	10,483		10,059
Net intangible assets	$	4,647	$	4,827
Goodwill	$	10,193	$	10,193

Intangible asset amortization over the next five years is estimated as follows:

Twelve month period ending:



June 30, 2018	$	1,009
June 30, 2019	1,008
June 30, 2020	1,009
June 30, 2021	783
June 30, 2022	358
	$	4,167


12.	VESSEL ACQUISITION

On March 11, 2014, Lower Lakes Towing entered into and consummated the transactions contemplated by a Memorandum of Agreement with Uni-Tankers M/T “Lalandia Swan” ApS, pursuant to which Lower Lakes Towing purchased the Lalandia Swan for a purchase price of $7,000. Lower Lakes Towing subsequently transferred the title of such vessel to Lower Lakes (17). This acquisition was funded with borrowings under the subordinated debt described in Note 15. The vessel was converted to a self-unloading vessel. The Lalandia Swan was renamed the M.V. Manitoulin. The vessel was placed into service in November 2015. Lower Lakes (17) was amalgamated with and into Lower Lakes Towing on November 7, 2016 with Lower Lakes Towing continuing as the surviving entity.

RAND LOGISTICS, INC.

Notes to the Consolidated Financial Statements (Unaudited)

(U.S. Dollars 000’s except for Shares and Per Share data)


13.	ACCRUED LIABILITIES

Accrued liabilities are comprised of the following:



	June 30, 2017		March 31, 2017
Payroll compensation and benefits	1,504		753
Preferred stock dividends	4,033		3,563
Professional fees	325		394
Interest	1,117		2,393
Winter work, deferred drydock expenditures and capital expenditures	3,673		5,882
Capital and franchise taxes	32		52
Restructuring charges (Note 21)	498		654
Other	2,041		1,529
	$	13,223	$	15,220

RAND LOGISTICS, INC.

Notes to the Consolidated Financial Statements (Unaudited)

(U.S. Dollars 000’s except for Shares and Per Share data)


14.	LONG-TERM DEBT



		June 30, 2017			March 31, 2017
a)	Canadian Revolving Facility bearing interest at BA rate or at Borrower's option Canadian Prime rate, if funded in Canadian dollar or at BA rate or LIBOR rate, if funded in U.S. Dollar at the applicable margin as discussed below. The amount outstanding is due at contractual maturity date of September 30, 2019.	64,730			46,996

b)	U. S. Revolving Facility bearing interest at US Base Rate or at Borrower's option LIBOR at the applicable margin as discussed below. The amount outstanding is due at contractual maturity date of September 30, 2019.	80,390			74,200
		$	145,120		$	121,196
	Less unamortized debt issuance costs	(1,364		)	(1,494		)
		143,756			119,702
	Less amounts classified as current	143,756			119,702
		$	—		$	—

As a result of the covenant violations and other matters described below, the Company has classified the entire balance of this debt as a current liability at June 30, 2017 and March 31, 2017.

The effective interest rates at June 30, 2017 were 3.66% (3.70% at March 31, 2017) on the Canadian Revolving Facility (defined below) and 3.74% (3.81% at March 31, 2017) on the U.S. Revolving Facility (defined below).

On March 27, 2015, the Company and certain of its subsidiaries entered into a credit agreement (as amended from time to time, the “First Lien Credit Agreement”) with Bank of America, N.A., in its capacity as agent and lender, and certain other lenders party thereto. Lower Lakes Towing, Lower Lakes Transportation, Grand River, and Black Creek are borrowers (the “Borrowers”) under the First Lien Credit Agreement. Black Creek, Lower Lakes Transportation, Grand River, Black Creek Holdings, Rand LL Holdings and Rand Finance, each of which is a direct or indirect wholly-owned subsidiary of the Company and the Company itself are guarantors of all United States and Canadian obligations under the First Lien Credit Agreement (collectively, the “U.S. Guarantors”). Lower Lakes Ship Repair is a guarantor of all Canadian obligations under the First Lien Credit Agreement and is an indirect wholly-owned subsidiary of the Company (the “Canadian Guarantor”; and together with the U.S. Guarantors, the “Guarantors”). The proceeds of the First Lien Credit Agreement were used to extinguish certain then-existing indebtedness and to provide working capital financing and funds for other general corporate and permitted purposes.

The obligations are secured by first-priority liens on, and a first-priority security interest in, substantially all of the assets of the Borrowers and the Guarantors party to the agreement, including a pledge of all or a portion of the equity interests of the Borrowers and the Guarantors. The security interests are evidenced by pledge, security and guaranty agreements and other related agreements, including certain fleet mortgages.

RAND LOGISTICS, INC.

Notes to the Consolidated Financial Statements (Unaudited)

(U.S. Dollars 000’s except for Shares and Per Share data)


14.	LONG-TERM DEBT (continued)

The credit facilities (the “Credit Facilities”) under the First Lien Credit Agreement consist of:


•	A revolving credit facility under which Lower Lakes Towing may borrow up to US $80,000 (CDN or USD currency to be selected by Lower Lakes Towing ) with a final maturity date of September 30, 2019 (the “Canadian Revolving Facility”);

•A revolving credit facility under which Lower Lakes Transportation, Grand River and Black Creek

may borrow up to USD $90,000 with a final maturity date of September 30, 2019 (the “U.S. Revolving

Facility,” and collectively with the Canadian Revolving Facility, the "Revolving Facilities");


•	A swing line facility under which Lower Lakes Towing may borrow up to the lesser of CDN $8,000 and the CDN maximum borrowing availability less the outstanding balance of the CDN revolving line at such time, with a final maturity date of September 30, 2019 (the “Canadian Swing Line Facility”); and

•A swing line facility under which Lower Lakes Transportation, Grand River and Black Creek may

borrow the lesser of up to USD $9,000 and the maximum borrowing availability less the outstanding balance of the U.S. Revolving Facility at such time, with a final maturity date of September 30, 2019 (the “U.S. Swing Line Facility”).

Borrowings under the Credit Facilities will bear interest, in each case plus an applicable margin, as follows:

•

Canadian Revolving Facility: if funded in Canadian Dollars, the BA Rate (as defined in the First Lien Credit Agreement) or, at the borrower’s option, the Canadian Prime Rate (as defined in the First Lien Credit Agreement) and if funded in U.S. Dollars, the Canadian Base Rate (as defined in the First Lien Credit Agreement) or, at the borrower’s option, the LIBOR Rate (as defined in the First Lien Credit Agreement);


•	U.S. Revolving Facility: the US Base Rate (as defined in the First Lien Credit Agreement) or, at the borrower’s option, the LIBOR Rate;

•Canadian Swing Line Facility: the Canadian Prime Rate or, at the borrower’s option, the Canadian Base

Rate; and

•U.S. Swing Line Facility: the US Base Rate.

The applicable margin to the BA Rate, Canadian Prime Rate, Canadian Base Rate, US Base Rate and the LIBOR Rate is subject to specified changes depending on the Senior Funded Debt to EBITDA Ratio (as defined in the First Lien Credit Agreement). The Borrowers will also pay a monthly commitment fee at an annual rate of 0.25% on the undrawn committed amount available under the Revolving Facilities, which rate shall increase to 0.375% in the event the undrawn committed amount is greater than or equal to 50% of the aggregate committed amount under the Revolving Facilities.

Any amounts outstanding under the Credit Facilities are due at maturity. In addition, subject to certain exceptions, the Borrowers will be required to make principal repayments on amounts outstanding under the Credit Facilities from the net proceeds of specified types of asset sales, debt issuances and equity offerings. No such transactions have occurred as of June 30, 2017.

The First Lien Credit Agreement contains certain negative covenants, including those limiting the Guarantors’, the Borrowers’, and their subsidiaries’ ability to incur indebtedness, incur liens, sell or acquire assets or businesses, change the nature of their businesses, engage in transactions with related parties, make certain investments or pay dividends. In addition, the First Lien Credit Agreement requires the Borrowers to maintain certain financial ratios.

RAND LOGISTICS, INC.

Notes to the Consolidated Financial Statements (Unaudited)

(U.S. Dollars 000’s except for Shares and Per Share data)

14. LONG-TERM DEBT (continued)

On February 9, 2016, the parties to the First Lien Credit Agreement executed an Amendment No. 1 and Waiver Agreement pursuant to which the First Lien Lenders (i) waived breach of the Minimum Fixed Charge Coverage Ratio and Maximum Senior Funded Debt to EBITDA Ratio covenants contained in the First Lien Credit Agreement which existed as of December 31, 2015; and (ii) added a temporary minimum EBITDA covenant for the period from April 1, 2016 through May 31, 2016. On August 26, 2016, the parties to the First Lien Credit Agreement entered into an Amendment No. 2 and Waiver Agreement ("Amendment No. 2") pursuant to which the First Lien Lenders waived the breach of certain financial and other covenants by the Company, including breach of the Maximum Senior Funded Debt to EBITDA Ratio covenant therein, calculated as of June 30, 2016. Amendment No. 2 also modified the Maximum Fixed Charge Coverage Ratio and the Maximum Senior Funded Debt to EBITDA Ratio covenants, further limited the expectations to the Restricted Payments (as defined in the First Lien Credit Agreement) allowed to be made by the Company, provided for additional fees, and incorporated new restrictions on certain Company activities. On September 13, 2016, the parties to the First Lien Credit Agreement entered into Amendment No. 3 to Credit Agreement pursuant to which immaterial changes were made to certain definitions.

On June 1, 2017, the parties to the First Lien Credit Agreement entered into an Amendment No. 4 and Waiver to Credit Agreement (“Amendment No. 4”), pursuant to which the First Lien Lenders waived, until June 14, 2017, the Company’s failure to deliver its audited financial statements for the fiscal year ending March 31, 2017 by May 31, 2017 (the “Specified Default”). Amendment No. 4, among other things, further provided for (i) enhanced or new restrictions on certain Company activities not in the ordinary course of business, including with respect to consummating a merger or sale, making certain intercompany payments, or incurring new liens or indebtedness (other than under the First Lien Credit Agreement), (ii) continuation of certain rights of the agent under the First Lien Credit Agreement applicable during an Event of Default during the waiver period (notwithstanding waiver of the Specified Default), including with respect to (a) reimbursement of fees and expenses, (b) entitlement to default interest and (c) enhanced entitlement to Company access and reporting, and (iii) restrictions on the Company's right to designate a LIBOR based interest rate for new loans under the First Lien Credit Agreement. Finally, Amendment No. 4 provided for an Event of Default under the First Lien Credit Agreement if the Company did not agree to a recapitalization transaction with the Second Lien Lender by June 30, 2017, on terms reasonably satisfactory to the agent under the First Lien Credit Agreement.

As of June 14, 2017, the parties to the First Lien Credit Agreement entered into a First Amendment to Amendment No. 4, pursuant to which the waiver provided in the Fifth Amendment was extended to June 30, 2017, subject to the other terms and conditions of Amendment No. 4.

Effective as of June 30, 2017, the parties to the First Lien Credit Agreement entered into a Second Amendment to Amendment No. 4 pursuant to which (i) the waiver with respect to the Company's failure to deliver the Company's audited financial statements for the fiscal year ending March 31, 2017 without a qualified audit opinion was further extended to July 14, 2017, (ii) the date by which the Company shall have agreed to a recapitalization transaction with the Second Lien Lender was further extended to July 28, 2017, (iii) the date by which the Company shall have delivered its April and May 2017 monthly financial statements was extended to July 10, 2017, and (iv) the First Lien Lender waived a breach of (a) the Maximum Senior Funded Debt to EBITDA Ratio covenant for the fiscal quarter ended March 31, 2017, and (b) the requirement that the debt under the First Lien Credit Agreement and Second Lien Credit Agreement not cease to be classified as long-term debt in the Company's audited financial statements, and (c) certain events of default having occurred under the Second Lien Credit Agreement, as discussed below, in each case, (a) through (c), through July 14, 2017.

RAND LOGISTICS, INC.

Notes to the Consolidated Financial Statements (Unaudited)

(U.S. Dollars 000’s except for Shares and Per Share data)


14.	LONG-TERM DEBT (continued)

As of June 30, 2017, the Company had credit availability of USD $9,438 under the Credit Facilities based on eligible receivables and vessel collateral value, the aggregate principal amount outstanding under the First Lien Credit Agreement was $145,120.

As of July 14, 2017, the waivers previously obtained from the First Lien Lenders and the Second Lien Lender expired, resulting in the reinstatement of the previously waived events of default under the First Lien Credit Agreement and Second Lien Credit Agreement, respectively. The Company continues to pursue, but has not yet obtained, further waivers from the First Lien Lenders or Second Lien Lender, but in the interim has been permitted to continue to borrow funds under the First Lien Credit Agreement. There can be no assurance, however, that the Company will continue to be permitted to borrow under the First Lien Credit Agreement pending receipt of applicable waivers, or that the Company will be able to obtain waivers on terms acceptable to the Company, or at all. In this regard, the First Lien Lenders have reserved their rights relative to the pending defaults and have instituted a $15,000 availability reserve on the Company's borrowing ability. Assuming the First Lien Lenders continue to permit the Company to borrow funds during the pendency of the existing events of default and that no additional availability reserves or other borrowing limitations are imposed, Company management believes that funds available to the Company from operations together with funds available for borrowing under the First Lien Credit Agreement will be sufficient for the Company to continue to operate its business in the ordinary course, to pay its ordinary and current expenses, and to continue as a going concern.

The Company's discussions with the Second Lien Lender with respect to a potential recapitalization transaction have continued, but the terms of a potential recapitalization transaction have not yet been agreed upon. There can be no assurance that the Company will be able to reach an agreement with respect to a recapitalization transaction in a timely manner or at all. In this regard, the Company's board of directors has determined to expand its evaluation of strategic alternatives available to the Company, and the Company has engaged a financial advisor to assist in such evaluation.

RAND LOGISTICS, INC.

Notes to the Consolidated Financial Statements (Unaudited)

(U.S. Dollars 000’s except for Shares and Per Share data)

15. SUBORDINATED DEBT



		June 30, 2017		March 31, 2017
a)	U.S. Dollar denominated term loan (Second Lien CDN Term loan) bearing interest at LIBOR rate (as defined) plus 9.5% or U.S. base rate (as defined) plus 8.5% at the Company’s option. The loan is repayable upon maturity on March 11, 2020.	$	43,652	$	41,645

b)	U.S. Dollar denominated term loan (Second Lien U.S. Term loan) bearing interest at LIBOR rate (as defined) plus 9.5% or U.S. base rate (as defined) plus 8.5% at the Company’s option. The loan is repayable upon maturity on March 11, 2020.	41,980		40,049
		85,632		81,694
	Less unamortized debt issuance costs	—		(1,117		)
		85,632		80,577
	Less amounts classified as current	85,632		80,577
		$	—	$	—

As a result of the covenant violations and other matters described below, the Company has classified the entire balance of this debt as a current liability at June 30, 2017 and March 31, 2017.

The effective interest rates at June 30, 2017 were 13.75% (13.75% at March 31, 2017) on each of the Second Lien CDN Term Loan (defined below) and the Second Lien U.S. Term Loan (defined below).

On March 11, 2014, Lower Lakes Towing, Grand River and Black Creek, as borrowers, Rand LL Holdings, Rand Finance, Black Creek Holdings and the Company, as guarantors, Guggenheim Corporate Funding, LLC, as agent, and certain other lenders, entered into a Term Loan Credit Agreement (as amended from time to time, the “Second Lien Credit Agreement”). The Second Lien Credit Agreement initially provided for (i) a U.S. Dollar denominated term loan facility under which Lower Lakes Towing was obligated to the lenders in the amount of $34,200 (the “Second Lien CDN Term Loan”), (ii) a U.S. dollar denominated term loan facility under which Grand River and Black Creek were obligated to the Lenders in the amount of $38,300 (the “Second Lien U.S. Term Loan”) and (iii) an uncommitted incremental term loan facility of up to $32,500.

The outstanding principal amount of the Second Lien CDN Term Loan borrowings and the Second Lien U.S. Term Loan borrowings will be repayable upon their maturity on March 11, 2020. The Second Lien CDN Term Loan and Second Lien U.S. Term Loan bear an interest rate per annum at borrowers’ option, equal to (i) LIBOR (as defined in the Second Lien Credit Agreement) plus 9.50% per annum, or (ii) the U.S. Base Rate (as defined in the Second Lien Credit Agreement), plus 8.50% per annum.

Obligations under the Second Lien Credit Agreement are secured by the second-priority liens and security interests in substantially all of the assets of the borrowers and the guarantors, including a pledge of all or a portion of the equity interests of the borrowers and the guarantors. The indebtedness of each domestic borrower under the Second Lien Credit Agreement is unconditionally guaranteed by each other domestic borrower and by the guarantors which are domestic subsidiaries, and such guaranty is secured by a lien on substantially all of the assets of each borrower and each guarantor. Each domestic borrower also guarantees the obligations of the Canadian borrower and each Canadian guarantor guarantees

RAND LOGISTICS, INC.

Notes to the Consolidated Financial Statements (Unaudited)

(U.S. Dollars 000’s except for Shares and Per Share data)

15. SUBORDINATED DEBT (continued)

the obligations of the Canadian borrower. Under the Second Lien Credit Agreement and subject to the terms of the Intercreditor Agreement (as defined below), the borrowers will be required to make mandatory prepayments of principal on term loan borrowings (i) in the event of certain dispositions of assets and insurance proceeds (all subject to certain exceptions), in an amount equal to 100% of the net proceeds received by the borrowers therefrom, and (ii) in an amount equal to 100% of the net proceeds to a borrower from any issuance of a borrower’s debt or equity securities (all subject to certain exceptions).

The Second Lien Credit Agreement contains certain covenants, including those limiting the guarantors, the borrowers, and their subsidiaries’ ability to incur indebtedness, incur liens, sell or acquire assets or businesses, change the nature of their businesses, engage in transactions with related parties, make certain investments or pay dividends. In addition, the Second Lien Credit Agreement requires the borrowers to maintain certain financial ratios. Failure of the borrowers or the guarantors to comply with any of these covenants or financial ratios could result in the outstanding principal amounts of the loans under the Second Lien Credit Agreement being accelerated. The obligations of the borrowers and the liens of the Second Lien Lender are subject to the terms of an Intercreditor Agreement, which is further described below under the heading “Intercreditor Agreement”.

On April 11, 2014, the parties under the Second Lien Credit Agreement entered into a First Amendment to the Second Lien Credit Agreement, which extended the due date of certain post-closing deliverables. On March 27, 2015, the parties to the Second Lien Credit Agreement entered into a Second Amendment (the “Second Amendment”) to the Second Lien Credit Agreement. The Second Amendment conformed certain provisions of the Second Lien Credit Agreement to the First Lien Credit Agreement, reduced the uncommitted incremental facility to $22,500, and also amended certain other covenants and terms thereof. On February 9, 2016, the parties to the Second Lien Credit Agreement executed a Third Amendment and Waiver Under Term Loan Credit Agreement pursuant to which the Second Lien Lender (i) waived breach of the Minimum Fixed Charge Coverage Ratio, the Maximum Senior Funded Debt to EBITDA Ratio, and the Maximum Total Funded Debt to EBITDA Ratio covenants contained in the Second Lien Credit Agreement which existed as of December 31, 2015; and (ii) added a temporary minimum EBITDA covenant for the period from April 1, 2016 through May 31, 2016. On August 26, 2016, the parties to the Second Lien Credit Agreement entered into a Fourth Amendment and Waiver To Term Loan Credit Agreement (the "Fourth Amendment") pursuant to which the Second Lien Lender waived the breach of certain financial and other covenants by the Company, including the Maximum Senior Funded Debt to EBITDA Ratio and the Maximum Total Funded Debt to EBITDA Ratio covenants therein, in each case calculated as of June 30, 2016. The Fourth Amendment also modified the Minimum Fixed Charge Coverage Ratio, the Maximum Senior Funded Debt to EBITDA Ratio and the Maximum Total Funded Debt to EBITDA Ratio covenants, further limits the exceptions to the Restricted Payments (as defined in the Second Lien Credit Agreement) allowed to be made by the Company, incorporated new restrictions on certain Company activities, provided for (1) additional fees, (2) additional pay-in-kind interest under certain circumstances, and (3) certain additional Events of Default (as defined in the Second Lien Credit Agreement), including the non-payment of certain current and potential future fees that will only become due and payable if certain milestones are not met related to the Company's progress towards a refinancing of the Second Lien Credit Agreement.

On June 1, 2017, the parties under the Second Lien Credit Agreement entered in to a Fifth Amendment and Waiver to Credit Agreement (the “Fifth Amendment”), pursuant to which the Second Lien Lender waived, until June 14, 2017, the Company’s failure to deliver its audited financial statements for the fiscal year ending March 31, 2017 by May 31, 2017 (the “Specified Default”). The Fifth Amendment, among other things, further provided for (i) enhanced or new restrictions on certain Company activities not in the ordinary course of business, including with respect to consummating a merger or sale, making certain intercompany payments, or incurring new liens or indebtedness (other than under the First Lien Credit Agreement), (ii) extension of certain rights of the agent under the Second Lien Credit Agreement applicable during an Event of Default during the Second Lien Waiver Period to the Second Lien Lender and continuation of certain of such rights during the Second Lien Waiver Period (notwithstanding waiver of the Specified Default), including with respect to (a) reimbursement of fees and expenses, (b) entitlement to default interest and (c) enhanced entitlement to Company access and reporting, and (iii) restrictions on the Company's right to designate a LIBOR based interest rate for new loans under the Second Lien Credit Agreement. Finally, the Fifth Amendment provided for an Event of Default under the Second Lien Credit Agreement if the Company did not agree to a recapitalization transaction with the Second Lien Lender by June 30, 2017.

RAND LOGISTICS, INC.

Notes to the Consolidated Financial Statements (Unaudited)

(U.S. Dollars 000’s except for Shares and Per Share data)

15. SUBORDINATED DEBT (continued)

As of June 14, 2017, the parties to the Second Lien Credit Agreement entered into a First Amendment to Fifth Amendment pursuant to which the waiver provided in the Fifth Amendment was extended to June 30, 2017, subject to the other terms and conditions of the Fifth Amendment.

Effective as of June 30, 2017, the parties to the Second Lien Credit Agreement entered into a Second Amendment to the Fifth Amendment pursuant to which (i) the waiver with respect to the Company's failure to deliver the Company's audited financial statements for the fiscal year ending March 31, 2017 without a qualified audit opinion was further extended to July 14, 2017, (ii) the date by which the Company shall have agreed to a recapitalization transaction with the Second Lien Lender was further extended to July 28, 2017, (iii) the date by which the Company shall have delivered its April and May 2017 monthly financial statements was extended to July 10, 2017, and (iv) the Second Lien Lender waived a breach of (a) the Maximum Senior Funded Debt to EBITDA Ratio and the Maximum Total Funded Debt to EBITDA Ratio covenants for the fiscal quarter ended March 31, 2017, and (b) the requirement that the debt under the First Lien Credit Agreement and Second Lien Credit Agreement not cease to be classified as long-term debt in the Company's audited financial statements, in each case, (a) and (b), through July 14, 2017.

As of June 30, 2017, the aggregate principal outstanding under the Second Lien Credit Agreement was $85,632.

As of July 14, 2017, the waivers previously obtained from the First Lien Lenders and Second Lien Lender expired, resulting in the reinstatement of the previously waived events of default under the First Lien Credit Agreement and Second Lien Credit Agreement, respectively. The Company continues to pursue, but has not yet obtained, further waivers from the First Lien Lenders or Second Lien Lender, but in the interim has been permitted to continue to borrow funds under the First Lien Credit Agreement. There can be no assurance, however, that the Company will continue to be permitted to borrow under the First Lien Credit Agreement pending receipt of applicable waivers, or that the Company will be able to obtain waivers on terms acceptable to the Company, or at all. In this regard, the First Lien Lenders have reserved their rights relative to the pending defaults and have instituted a $15,000 availability reserve on the Company's borrowing ability. Assuming the First Lien Lenders continue to permit the Company to borrow funds during the pendency of the existing events of default and that no additional availability reserves or other borrowing limitations are imposed, Company management believes that funds available to the Company from operations together with funds available for borrowing under the First Lien Credit Agreement will be sufficient for the Company to continue to operate its business in the ordinary course, to pay its ordinary and current expenses, and to continue as a going concern.

Intercreditor Agreement

In connection with the First Lien Credit Agreement and the Second Lien Credit Agreement described above, on March 27, 2015, the Company and certain of its subsidiaries (collectively, the “Credit Parties”) entered into an Intercreditor Agreement (the “Intercreditor Agreement”) with Bank of America, N.A., as agent for the First Lien Lenders and Guggenheim Corporate Funding, LLC, as agent for the Second Lien Lender.

Under the Intercreditor Agreement, the Second Lien Lender has agreed to subordinate the obligations of the Credit Parties to them to the repayment of the obligations of the Credit Parties to the First Lien Lenders and have further agreed to subordinate their liens on the assets of the Credit Parties to the liens granted in favor of the First Lien Lenders. Absent the occurrence of an Event of Default under the First Lien Credit Agreement, the Second Lien Lender is permitted to receive regularly scheduled principal and interest payments under the Second Lien Credit Agreement.

RAND LOGISTICS, INC.

Notes to the Consolidated Financial Statements (Unaudited)

(U.S. Dollars 000’s except for Shares and Per Share data)


16.	COMMITMENTS

The Company did not have any leases that met the criteria of a capital lease as of June 30, 2017 and 2016. Leases that do not qualify as capital leases are classified as operating leases. Operating lease rental and sublease rental payments included in general and administrative expenses are as follows:



	Three months ended June 30, 2017		Three months ended June 30, 2016

Operating leases	$	163	$	131
	$	163	$	131

The Company’s future minimum rental commitments under other operating leases are as follows.

Twelve month period ending:



June 30, 2018	$	609
June 30, 2019	547
June 30, 2020	453
June 30, 2021	242
June 30, 2022	111
Thereafter	46
	$	2,008

As of June 30, 2017, the Company had signed contractual commitments with several suppliers totaling $238 ($3,051 as of March 31, 2017) in connection with capital expenditures and drydock projects due in less than one year.


17.	CONTINGENCIES

The Company is not involved in any legal proceedings which management expects to have a material adverse effect on the Company's business, financial position, results of operations or liquidity, nor is the Company aware of any proceedings that are pending or threatened which management believes may have a material adverse effect on the Company’s business, financial position, results of operations or liquidity. From time to time, the Company may be subject to ordinary routine litigation and claims incidental to the business principally involving commercial charter party disputes, and claims for alleged property damages, personal injuries and other matters. Those claims, even if lacking merit, could result in the expenditure of significant financial and managerial resources. It is expected that larger claims would be covered by insurance, subject to customary deductibles, if they involve liabilities that may arise from collision, other marine casualty, damage to cargoes, oil pollution, death, or personal injuries to crew. The Company evaluates the need for loss accruals under the requirements of ASC 450 – Contingencies. The Company records an estimated loss for any claim, lawsuit, investigation or proceeding when it is probable that a liability has been incurred and the amount of the loss can reasonably be estimated. If the reasonable estimate of a probable loss is a range, and no amount within the range is a better estimate, then the Company records the minimum amount in the range as the loss accrual. If a loss is not probable or a probable loss cannot be reasonably estimated, no liability is recorded. As of June 30, 2017, an accrual of $188 ($365 as of March 31, 2017) was recorded for various claims. Management believes that it has recorded adequate reserves and believes that it has adequate insurance coverage or has meritorious defenses for these claims; however the Company cannot assure that such reserves will be sufficient to cover all costs incurred, or that insurance will be available or sufficient, or that any defenses asserted by management will be successful.

RAND LOGISTICS, INC.

Notes to the Consolidated Financial Statements (Unaudited)

(U.S. Dollars 000’s except for Shares and Per Share data)


18.	STOCKHOLDERS’ EQUITY

On September 21, 2011, the Company completed a public underwritten offering of 2,800,000 shares of the Company’s common stock for $6.00 per share. The Company’s proceeds from the offering, net of underwriter’s commissions and expenses, were $15,525.

On February 11, 2011, in connection with the Company's acquisition of two vessels, the Company issued 1,305,963 shares of the Company’s common stock to the seller of such vessels. Such shares were valued at $5.175, the average high and low per share price on that day.

The Company is authorized to issue 1,000,000 shares of preferred stock with such designations, voting and other rights and preferences that may be determined from time to time by the Board of Directors. On March 3, 2006, the Company issued 300,000 shares of series A convertible preferred stock. The shares of the Company's series A convertible preferred stock: rank senior to the Company’s common stock with respect to liquidation and dividends; are entitled to receive a cash dividend at the annual rate of 7.75% (based on the $50 per share issue price) payable quarterly (subject to increases of 0.5% for each six month period in respect of which the dividend is not timely paid, up to a maximum of 12%, subject to reversion to 7.75% upon payment of all accrued and unpaid dividends); are convertible into shares of the Company’s common stock at any time at the option of the series A preferred stockholder at a conversion price of $6.20 per share (based on the $50 per share issue price and subject to adjustment) or 8.065 shares of common stock for each series A convertible preferred share (subject to adjustment); are convertible into shares of the Company’s common stock (based on a conversion price of $6.20 per share, subject to adjustment) at the option of the Company if, after the third anniversary of the acquisition, the trading price of the Company’s common stock for 20 trading days within any 30 trading day period equals or exceeds $8.50 per share (subject to adjustment); may be redeemed by the Company in connection with certain change of control or acquisition transactions; will vote on an as-converted basis with the Company’s common stock; and have a separate vote over certain material transactions or changes involving the Company. In March 2016, 4,520 shares of series A convertible preferred stock were converted into common stock at a conversion price of $6.20 per share.

The accrued preferred stock dividends payable at June 30, 2017 were $4,033 and at March 31, 2017 were $3,563. As of June 30, 2017, the effective dividend rate of the preferred stock was 10.25%. As of March 31, 2017, the effective dividend rate of the preferred stock was 9.75%.

Since January 2007, share-based compensation has been granted to management and directors from time to time. The Company had no surviving, outstanding share-based compensation agreements with employees or directors prior to that date except as described below. The Company has reserved 2,500,000 shares for issuance under the Company’s 2007 Long Term Incentive Plan (the “LTIP”) to employees, officers, directors and consultants. At June 30, 2017, a total of 25,886 shares (25,886 shares at March 31, 2017) were available under the LTIP for future awards. The LTIP expired on July 26, 2017, except with respect to awards then outstanding, which will remain outstanding until exercised, cancelled or expired in accordance with their terms. After July 26, 2017, no further awards shall be granted under the LTIP.

RAND LOGISTICS, INC.

Notes to the Consolidated Financial Statements (Unaudited)

(U.S. Dollars 000’s except for Shares and Per Share data)


18.	STOCKHOLDERS’ EQUITY (continued)

The following table summarizes shares issued to officers under employment agreements and restricted stock agreements from time to time.



Date issued	No. of Officers Covered	No. of Shares	Share Price	Reference	Expense recognized during the period
				Vesting terms	Three months ended June 30, 2017	Three months ended June 30, 2016
Jun 5, 2013	6	54,337	5.55	Restricted Share Award Agreement	—	7
				Three years in equal installments on each anniversary date.
Jul 22, 2014	10	105,189	5.90	Restricted Share Award Agreement	17	49
				Three years in equal installments on each anniversary date.
Oct 27, 2015	1	4,429	2.19	Restricted Share Award Agreement	5	1
				Three years in equal installments on each anniversary date.
Oct 27, 2015	1	10,871	2.19	Restricted Share Award Agreement	2	5
				Three years in equal installments on each of March 31.
May 31, 2016	1	102,301	0.92	Restricted Share Award Agreement	8	5
				Three years in equal installments on each anniversary date.

For all share-based compensation, as employees and directors render service over the vesting periods, expense is recorded in general and administrative expenses. Share capital and additional paid-in capital are increased on the grant date with an offset to prepaid assets. Grant date fair value for all non-option share-based compensation is the average of the high and low trading prices on the date of grant.

RAND LOGISTICS, INC.

Notes to the Consolidated Financial Statements (Unaudited)

(U.S. Dollars 000’s except for Shares and Per Share data)

18. STOCKHOLDERS’ EQUITY (continued)

The general characteristics of share-based awards granted under the LTIP through June 30, 2017 are as follows:

Stock Awards - All of the shares issued to non-employee outside directors vest immediately. The first award to non-employee outside directors in the amount of 12,909 shares was made on February 13, 2008 for services through March 31, 2008. During the fiscal year ended March 31, 2009, the Company awarded 15,948 shares for services from April 1, 2008 through December 31, 2008. The Company awarded 37,144 shares during the fiscal year ended March 31, 2010 for services from January 1, 2009 through March 31, 2010. During the fiscal year ended March 31, 2011, the Company awarded 14,007 shares for services provided from April 1, 2010 through March 31, 2011. During the fiscal year ended March 31, 2012, the Company awarded 10,722 shares for services from April 1, 2011 to March 31, 2012. During the fiscal year ended March 31, 2013, the Company awarded 10,854 shares for services provided from April 1, 2012 to March 31, 2013. During the fiscal year ended March 31, 2014, the Company awarded 19,256 shares for services rendered from April 1, 2013 to March 31, 2014. During the fiscal year ended March 31, 2015, the Company awarded 26,067 shares for services rendered from April 1, 2014 to March 31, 2015. For the fiscal year ended March 31, 2016, the Company awarded 92,167 shares for services provided from April 1, 2015 through March 31, 2016. For the fiscal year ended March 31, 2017, the Company awarded 161,733 shares for services rendered from April 1, 2016 to March 31, 2017. No such shares were awarded during the three month period ended June 30, 2017. Grant date fair value for all these awards is the average of the high and low trading prices of the Company’s common stock on the date of grant.

On July 31, 2008, the Company’s Board of Directors authorized management to make payments effective as of that date to the participants in the management bonus program. Pursuant to the terms of the management bonus program, the Company issued 478,232 shares of common stock to such employee participants. On October 27, 2015, the Company issued 111,025 shares to two executives pursuant to the terms of their severance agreements.

Stock Options - Stock options granted to management employees vest over three years in equal annual installments. All options issued through June 30, 2017 expire ten years from the date of grant. Stock option grant date fair values are determined at the date of grant using a Black-Scholes option pricing model, a closed-form fair value model based on exercise price and market prices at the date of grant and other assumptions. At each grant date the Company has estimated a dividend yield of 0%. The weighted average risk free interest rate within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of the grant, which was 4.14% for the fiscal 2009 (July 2008) grant, 0.80% to 1.60% for the fiscal 2016 grant and 1.24% for the fiscal 2017 grant. Expected volatility was 39.49% for the fiscal 2009 grant, 33.5% to 37.2% for the fiscal 2016 grant and 42.46% for fiscal 2017 grant. All of the stock options granted in February 2008 (243,199) and July 2008 (236,586), had vested as of March 31, 2017. During the twelve months ended March 31, 2017, 136,267 options expired. During the twelve month period ended March 31, 2016, 306,766 options expired. Options outstanding (341,752) at June 30, 2017 had a remaining weighted average contractual life of approximately three years.

The Company recorded compensation expenses related to such stock options of $9 for the three month period ended June 30, 2017 and $12 for the three month period ended June 30, 2016. None of the outstanding stock options were in-the-money as of June 30, 2017 or June 30, 2016.

Shares issued in lieu of cash compensation - The Company experienced a decrease in customer demand at the beginning of the 2009 sailing season and in an effort to maximize the Company’s liquidity, the Compensation Committee of the Company’s Board of Directors requested that three of the Company’s executive officers and all of its outside directors receive common stock as compensation in lieu of cash until the Company had better visibility about its outlook. As of November 16, 2009, the Company issued 158,325 shares to such officers and all of its outside directors at the average of the high and low sale prices of the Company’s common stock on the date of grant. The shares were issued under the LTIP and vested immediately. Beginning the third quarter of the fiscal year ended March 31, 2010, such executives' and outside directors’ compensation reverted back to cash.

RAND LOGISTICS, INC.

Notes to the Consolidated Financial Statements (Unaudited)

(U.S. Dollars 000’s except for Shares and Per Share data)

18. STOCKHOLDERS’ EQUITY (continued)

On September 16, 2010, the Company issued 15,153 shares to a key executive for payment of the fiscal year 2010 bonus. On February 15, 2013, the Company issued 94,993 shares to eligible Canadian and U.S. employees for a bonus. On December 8, 2015, the Company issued 61,622 shares to eligible Canadian and U.S. employees for incentive compensation. On April 1, 2016, the Company issued 1,000 shares to an executive as a signing bonus. Grant date fair value for all these share awards is the average of the high and low trading prices of the Company’s common stock on the date of grant. Each of these share grants were issued under the LTIP and vested immediately.

Restricted Stock Units - On June 27, 2014, the Company issued 30,050 Restricted Stock Units (“RSU”) to eligible U.S. and Canadian employees under the LTIP. Each RSU represents one share of the Company's common stock. The grant date fair value of each RSU was $5.99, which represents the average of the high and low sale prices of the Company’s common stock on the date of grant. One-third of the RSUs vest on March 31st of each year, beginning on March 31, 2015 and are therefore fully vested as of March 31, 2017. RSUs are not entitled to dividends or voting rights, if any, until the underlying shares of common stock are delivered. The total compensation cost of this grant is $204, net of estimated forfeitures. The fair value of the RSU awards is recognized on a straight-line basis over the vesting period. The Company recorded expense of $Nil for the three month period ended June 30, 2017 and $15 for the three month period ended June 31, 2016. On the first vesting date of March 31, 2015, 10,559 shares vested. On the second vesting date of March 31, 2016, 8,905 shares vested. On the third vesting date of March 31, 2017, 8,718 shares vested.


19.	OUTSIDE VOYAGE CHARTER FEES

Outside voyage charter fees relate to the subcontracting of external vessels chartered to service the Company’s customers and supplement the existing shipments made by the Company’s operated vessels. The Company was not part of any such arrangements during either of the three month periods ended June 30, 2017 and 2016, respectively.


20.	INTEREST EXPENSE

Interest expense, net of interest capitalized is comprised of the following:



	Three months ended June 30, 2017		Three months ended June 30, 2016
Amortization of deferred financing costs	3,756		325
Long-term debt-senior	1,344		1,174
Long-term debt-subordinated	2,907		2,112
Deferred payment liability	—		9
Less: Interest capitalized	—		—
	$	8,007	$	3,620

RAND LOGISTICS, INC.

Notes to the Consolidated Financial Statements (Unaudited)

(U.S. Dollars 000’s except for Shares and Per Share data)


21.	RESTRUCTURING CHARGES

In connection with cost-reduction and operating efficiency initiatives, which primarily include the streamlining of certain functions, locations and the management structure to support the business, and implementing the necessary system changes to support these initiatives, the Company has recorded expenses of $2,375 during the three month period ended June 30, 2016 as restructuring costs that primarily include severance costs and related benefits. The Company follows guidance provided in ASC 420, "Exit or Disposal Cost Obligations." The Company recognized the liability incurred in the three month period ended June 30, 2016 and any future operating losses will be recognized in the period(s) they are incurred. For the three month period ended June 30, 2017 the Company recognized $Nil as expenses.

The following table summarizes activities in the restructuring costs accrual balance.



	Restructuring Costs
Balance as of June 30, 2016	$	2,375
Payments	(1,721		)
Balance as at March 31, 2017	654
Payments	(156		)
Balance as at June 30, 2017	498

The restructuring costs accrual balance is included in accrued liabilities (see Note 13).

RAND LOGISTICS, INC.

Notes to the Consolidated Financial Statements (Unaudited)

(U.S. Dollars 000’s except for Shares and Per Share data)


22.	SEGMENT INFORMATION

The Company has identified one reportable operating segment under ASC 280 “Segment Reporting.”

Information about geographic operations is as follows:



	Three months ended June 30, 2017		Three months ended June 30, 2016

Revenue by country:
Canada	$	21,146	$	19,399
United States	11,196		14,418
	$	32,342	$	33,817

Revenues from external customers are allocated based on the country of the legal entity of the Company in which the revenues were recognized.



	June 30, 2017		March 31, 2017
Property and equipment, net by country:
Canada	$	110,908	$	107,884
United States	111,930		106,162
	$	222,838	$	214,046
Intangible assets, net by country:
Canada	$	2,814	$	2,910
United States	1,833		1,917
	$	4,647	$	4,827
Goodwill by country:
Canada	$	8,284	$	8,284
United States	1,909		1,909
	$	10,193	$	10,193
Total assets by country:
Canada	$	138,964	$	131,198
United States	133,857		117,402
	$	272,821	$	248,600

RAND LOGISTICS, INC.

Notes to the Consolidated Financial Statements (Unaudited)

(U.S. Dollars 000’s except for Shares and Per Share data)

23. FINANCIAL INSTRUMENTS

Fair value of financial instruments

Financial instruments are comprised of cash and cash equivalents, accounts receivable, accounts payable, senior and subordinated debts, a deferred payment liability and accrued liabilities. The estimated fair values of cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities approximate book values because of the short-term maturities of these instruments. The estimated fair value of senior and subordinated debt approximates the carrying value as the debt bears interest at variable interest rates, which are based on rates for similar debt with similar credit rates in the open market. The deferred payment liabilities are valued based on the interest rate of similar debt in the open market.

Commencing August 2014, the Company entered into rolling foreign currency hedge contracts of various amounts to mitigate currency fluctuation risk on its subordinated U.S. dollar denominated debt owed by Lower Lakes Towing.

Fair value guidance establishes a valuation hierarchy for disclosure of the inputs to valuation used to measure fair value. This hierarchy prioritizes the inputs into three broad levels as follows. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument. Level 3 inputs are unobservable inputs based on our own assumptions used to measure assets and liabilities at fair value. A financial asset or liability's classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement.

The foreign currency hedge contracts are measured at fair value using available rates on the similar instruments and are classified within Level 2 of the valuation hierarchy. These contracts are accounted for using the mark-to-market accounting method as if they were terminated at the day of valuation. There were no transfers into or out of Levels 1 and 2 of the fair value hierarchy during the three month periods ended June 30, 2017 or June 30, 2016.

The Company has no foreign currency hedge contracts open as of June 30, 2017 or March 31, 2017. For the three month period ended June 30, 2017, the fair value adjustments of the foreign currency hedge contract resulted in a gain of $Nil (gain of $865 for the three month period ended June 30, 2016). These gains are included in the Company’s earnings, and the fair value of settlement costs to terminate the contracts was included in current liabilities on the Company's consolidated balance sheets.

The Company has not designated these contracts as hedging instruments.

Foreign exchange risk

Foreign currency exchange risk to the Company results primarily from changes in exchange rates between the Company’s reporting currency, the U.S. Dollar, and the Canadian dollar. As discussed above, in August 2014, the Company commenced entering into rolling foreign currency hedge contracts to mitigate currency fluctuation risk on its U.S. dollar denominated subordinated debt owed by Lower Lakes Towing, as required. The Company is exposed to fluctuations in foreign exchange as a significant portion of revenue and operating expenses are denominated in Canadian dollars.

Interest rate risk

The Company is exposed to fluctuations in interest rates as a result of its banking facilities and senior debt bearing variable interest rates.

Credit risk

Accounts receivable credit risk is mitigated by the diversification of the Company’s customers among industries and the short shipping season.

RAND LOGISTICS, INC.

Notes to the Consolidated Financial Statements (Unaudited)

(U.S. Dollars 000’s except for Shares and Per Share data)

23. FINANCIAL INSTRUMENTS (continued)

Liquidity risk

Tightened credit in financial markets or an economic downturn in certain of our markets may adversely affect the ability of the Company’s customers and suppliers to obtain financing for significant operations and purchases and to perform their obligations under agreements with the Company. A tightening of credit could (i) result in a decrease in, or cancellation of, existing business, (ii) limit new business, (iii) negatively impact the Company’s ability to collect accounts receivable on a timely basis and (iv) affect the eligible receivables that are collateral for the Company’s lines of credit. Excluding vessel acquisitions or major vessel conversion contracts, the Company makes seasonal net incremental borrowings under its borrowing arrangements during the first quarter of each fiscal year to fund working capital needed to commence the sailing season. The Company attempts to reduce the amounts outstanding under the related borrowing arrangements during the second half of each fiscal year.

RAND LOGISTICS, INC.

Notes to the Consolidated Financial Statements (Unaudited)

(U.S. Dollars 000’s except for Shares and Per Share data)


24.	EARNINGS (LOSS) PER SHARE ("EPS")

The Company had a total of 18,633,149 shares of common stock issued and outstanding as of June 30, 2017, out of an authorized total of 50,000,000 shares. The diluted calculation considers a total of 20,910,378 and 20,702,954 shares for the three month periods ended June 30, 2017 and 2016, respectively. The calculations for the three month periods ended June 30, 2017 and June 30, 2016 are anti-dilutive, therefore the basic and diluted weighted average shares outstanding are 18,527,475 and 18,320,051, respectively. The convertible preferred shares outstanding as of June 30, 2017 and June 30, 2016 convert to an aggregate of 2,382,903 common shares based on a conversion price of $6.20 per share.



	Three months ended June 30, 2017			Three months ended June 30, 2016
Numerator:
Net loss before preferred dividends	$	(5,113	)	$	(2,582	)
Preferred stock dividends	(470		)	(386		)
Net loss applicable to common stockholders	$	(5,583	)	$	(2,968	)
Denominator:
Weighted average common shares for basic EPS	18,527,475			18,320,051
Effect of dilutive securities:
Average price during period	0.59			0.99
Long term incentive stock option plan	341,752			363,019
Average exercise price of stock options	2.98			3.85
Shares that could be acquired with the proceeds of options	—			—
Dilutive shares due to options	—			—
Restricted Stock Units (RSU)-unvested	—			10,586
Average grant date fair value of unvested RSU	—			5.99
Shares that could be acquired with the proceeds of RSU	—			—
Dilutive shares due to RSU	—			—
Incremental shares due to unvested restricted shares	—			—
Weighted average convertible preferred shares at $6.20	2,382,903			2,382,903
Weighted average common shares for diluted EPS	18,527,475			18,320,051
Basic EPS	$	(0.30	)	$	(0.16	)
Diluted EPS	$	(0.30	)	$	(0.16	)

RAND LOGISTICS, INC.

Notes to the Consolidated Financial Statements (Unaudited)

(U.S. Dollars 000’s except for Shares and Per Share data)

28. SUBSEQUENT EVENTS

As of July 14, 2017, the waivers previously obtained from the First Lien Lenders and Second Lien Lender expired, resulting in the reinstatement of the previously waived events of default under such credit facilities. The Company continues to pursue, but has not yet obtained, further waivers from the First Lien Lenders or Second Lien Lender, but in the interim has been permitted to continue to borrow funds under the First Lien Credit Agreement. There can be no assurance, however, that the Company will continue to be permitted to borrow under the First Lien Credit Agreement pending receipt of applicable waivers, or that the Company will be able to obtain waivers on terms acceptable to the Company, or at all. In this regard, the First Lien Lenders have reserved their rights relative to the pending defaults and have instituted a $15,000 availability reserve on the Company's borrowing ability. Assuming the First Lien Lenders continue to permit the Company to borrow funds during the pendency of the existing events of default and that no additional availability reserves or other borrowing limitations are imposed, Company management believes that funds available to the Company from operations together with funds available for borrowing under the First Lien Credit Agreement will be sufficient for the Company to continue to operate its business in the ordinary course, to pay its ordinary and current expenses, and to continue as a going concern.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.

The following Management's Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”), is provided as a supplement to, and should be read in conjunction with, the Consolidated Financial Statements and the accompanying financial statement notes of the Company appearing elsewhere in this Quarterly Report on Form 10-Q for the three month period ended June 30, 2017. The use of the term "GAAP" herein refers to generally accepted accounting principles in the United States of America. All dollar amounts are presented in millions except share, per share and per day amounts.

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements, including those relating to our capital needs, business strategy, expectations and intentions. Forward-looking statements involve matters that are not historical facts. Because these statements involve anticipated events or conditions, forward-looking statements often include words such as “anticipate,” “believe,” “can,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “project,” “should,” “target,” “will,” “would,” or similar expressions. Forward-looking statements include, but are not limited to, statements regarding:


•	our future operating or financial results;


•	descriptions of anticipated plans, goals or objectives of our management for operations and services;


•	anticipated financial position and liquidity, growth opportunities and growth rates, acquisition and divestiture opportunities, business prospects, regulatory and competitive outlook, investment and expenditure plans, investment results, strategic alternatives, business strategies, cost reduction and operating efficiency initiatives, and other similar statements of expectations or objectives;


•	our capital resources and the adequacy thereof, including our ability to obtain financing in the future;


•	our expectations of vessels’ useful lives and the estimated obligations, and the timing thereof, relating to vessel repair or maintenance work;


•	our expected capital spending or operating expenses, including drydocking and insurance costs;


•	our ability to remain in compliance with applicable regulations, Nasdaq listing requirements and our debt covenants;


•	changes in laws, regulations or tax rates, or the outcome of pending legislative or regulatory initiatives; and


•	assumptions regarding any of the foregoing.

Do not unduly rely on forward-looking statements. They represent our expectations about the future and are not guarantees. Forward-looking statements are only as of the date of the filing of this report, and, we undertake no obligation, other than as may be required by law, to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. We urge you to review our periodic filings with the Securities and Exchange Commission (the “SEC”) for any updates to our forward-looking statements.

We do not assume responsibility for the accuracy and completeness of forward-looking statements. Although we believe that the expectations reflected in these forward-looking statements are reasonable, any or all of the forward-looking statements contained in this report and in any other of our public statements may prove to be incorrect. This may occur as a result of inaccurate assumptions as a consequence of known or unknown risks and uncertainties. We caution that our listed risks under "Risk Factors" set forth in Part I, Item 1A of the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission on July 6, 2017 and in Part II, Item 1A of this Quarterly Report on Form 10-Q may not be exhaustive. We operate in a continually changing business environment, and new risk factors emerge from time to time. We cannot predict these new risk factors, nor can we assess the impact, if any, of the new risk factors on our business or the extent to which any factor or combination of factors may cause actual results to differ materially from those expressed or implied by any forward-looking statement. In light of these risks, uncertainties, and assumptions, the events anticipated by our forward-looking statements discussed in this report might not occur.

Overview

Business

Rand was incorporated in the State of Delaware in 2004 as a blank check company. In 2006, we acquired all of the outstanding shares of capital stock of Lower Lakes Towing Ltd. ("Lower Lakes Towing") with its subsidiary Lower Lakes Transportation Company ("Lower Lakes Transportation") and its affiliate, Grand River Navigation Company, Inc. ("Grand River"). Subsequent to our acquisition of Lower Lakes Towing, Lower Lakes Transportation and Grand River, we acquired eleven additional vessels and retired four vessels.

In this Quarterly Report on Form 10-Q, unless the context otherwise requires, references to Rand, we, us and the Company include Rand and its direct and indirect subsidiaries, and references to the business of Lower Lakes mean the combined business of Lower Lakes Towing, Lower Lakes Transportation, Grand River and Black Creek Shipping Company, Inc. ("Black Creek").

On December 27, 2012, Lower Lakes Ship Repair Company Ltd. ("Lower Lakes Ship Repair"), a wholly-owned subsidiary of Lower Lakes Towing, was incorporated under the laws of Canada. Lower Lakes Ship Repair provides ship repair services exclusively to the Company. On March 11, 2014, Lower Lakes Towing (17) Ltd. ("Lower Lakes (17)"), a wholly-owned subsidiary of Lower Lakes Towing, was incorporated under the laws of Canada. Lower Lakes (17) owned the Manitoulin, a vessel placed in service in November 2015. Lower Lakes (17) was amalgamated with and into Lower Lakes Towing on November 7, 2016, with Lower Lakes Towing continuing as the surviving entity.

Our shipping business is operated in Canada by Lower Lakes Towing and in the United States by Lower Lakes Transportation. Lower Lakes Towing was organized in March 1994 under the laws of Canada to provide marine transportation services to dry bulk goods suppliers and purchasers operating in ports on the Great Lakes. Lower Lakes has grown from its origin as a small tug and barge operator to a full-service shipping company with a combined fleet of fifteen cargo-carrying vessels operating in Canada and the United States. We have grown to become one of the largest bulk shipping companies operating on the Great Lakes and a leading service provider in the River Class market segment. We transport construction aggregates, salt, grain, coal, iron ore and other dry bulk commodities for customers in the construction, electric utility, food and integrated steel industries.

We believe that Lower Lakes is the only company providing significant domestic port-to-port services to both Canada and the United States in the Great Lakes region. Lower Lakes maintains this operating flexibility by operating both U.S. and Canadian-flagged vessels in compliance with the Shipping Act, 1916, and the Merchant Marine Act, 1920, commonly referred to as the Jones Act in the U.S. and the Coasting Trade Act in Canada, respectively.

Lower Lakes' fleet consists of six self-unloading bulk carriers and three conventional bulk carriers in Canada (excluding a retired vessel) and six self-unloading bulk carriers in the U.S., including three articulated tug and barge units. Lower Lakes Towing owns all nine Canadian vessels. Lower Lakes Transportation time charters the six U.S. vessels, including the three tug and barge units, from Grand River. With the exception of two of the articulated tug and barge units (which Grand River bareboat charters from Black Creek), Grand River owns the vessels that it time charters to Lower Lakes Transportation.

Vessel Acquisition and Retirement

On March 11, 2014, Lower Lakes (17) acquired the Lalandia Swan from Uni-Tankers M/T ("Lalandia Swan") for a purchase price of $7.0 million. The Lalandia Swan was a Danish flagged chemical tanker that was converted with a new forebody into a Canadian flagged river class self-unloader vessel. After conversion to a self-unloader vessel, the Lalandia Swan was renamed the M. V. Manitoulin. The vessel was placed in service in November 2015. Lower Lakes (17) was amalgamated with and into Lower Lakes Towing on November 7, 2016, with Lower Lakes Towing continuing as the surviving entity.

As of June 30, 2016, we determined that our smallest carrying capacity Canadian flag bulk carrier was unlikely to generate a sufficient long-term return on capital given the operating and capital expenses necessary to maintain the vessel. As a result, we retired this vessel as of June 30, 2016.

Use of Non-GAAP Measures

Our discussion of our Results of Operations contains references to certain non-GAAP financial measures, including, when applicable, (1) operating income plus depreciation, amortization of drydock costs, amortization of intangibles, loss (gain) on foreign exchange, one-time equity based severance costs, restructuring charges, and impairment charges on retired assets, and (2) operating income plus depreciation, amortization of drydock costs and amortization of intangibles. Such measures are used internally when evaluating our operating performance and, we believe, allow investors to make a more meaningful comparison between our business operating results over different periods of time, as well as with those of other similar companies. Management believes that such measures, when viewed with the Company's results under GAAP and the accompanying reconciliations, provide useful information about our operating performance and period-over-period comparisons. Additionally, management believes that (1) operating income plus depreciation, amortization of drydock costs, amortization of intangibles, loss (gain) on foreign exchange, one-time equity based severance costs, restructuring charges, and impairment charges on retired assets and (2) operating income plus depreciation, amortization of drydock costs and amortization of intangibles permit investors to gain an understanding of the factors and trends affecting our ongoing cash earnings. However, the Company's definition of such measures may differ from other companies reporting similarly named measures, and such measures are not measures of financial performance or liquidity under GAAP and, accordingly, should not be considered as an alternative to net income or net loss or cash flow from operating activities as indicators of operating performance or liquidity. Instead, such performance measures should be viewed in addition to, and not in lieu of, or superior to, our operating performance measures calculated in accordance with GAAP. Reconciliations of such non-GAAP measures to GAAP measures are provided below.

Our discussion of our Results of Operations also contains references to constant currency amounts. The constant currency information presented herein is calculated by translating current period results using prior period weighted average foreign currency exchange rates. Revenue from our Canadian operations has historically represented more than half of our total revenue. Consequently, our revenue has been impacted, and we expect will continue to be impacted, by fluctuations in foreign currency exchange rates. For example, if the Canadian dollar weakens, our consolidated results stated in U.S. dollars are negatively impacted. These rate fluctuations can have a significant effect on our reported results. As a supplement to our reported operating results, we present constant currency financial information, which is a non-GAAP financial measure. We use constant currency information to provide a framework to assess how our business performed excluding the effects of foreign currency fluctuations. We believe this information is useful to investors to facilitate comparisons of operating results and better identify trends in our business. The Company's definition of constant currency may differ from other companies reporting similarly named measures, and these constant currency performance measures should be viewed in addition to, and not in lieu of, or superior to, our operating performance measures calculated in accordance with GAAP.

Results of Operations for the three month period ended June 30, 2017 compared to the three month period ended June 30, 2016

Selected Financial and Operating Information



(USD in 000's)	June 30, 2017		June 30, 2016		$ Change			% Change
Revenue:
Freight and related revenue	$	30,280	$	33,105	$	(2,825	)	(8.5	)%
Fuel and other surcharges	2,062		712		1,350			189.6	%
Total	$	32,342	$	33,817	$	(1,475	)	(4.4	)%
Expenses:
Vessel operating expenses	18,985		18,842		143			0.8	%
Repairs and maintenance	712		985		(273		)	(27.7	)%
Operating income plus depreciation, amortization of drydock costs, amortization of intangibles, (gain) on foreign exchange, restructuring charges, and impairment charges on retired assets.	$	7,942	$	10,115	$	(2,173	)	(21.5	)%
OPERATING INCOME	$	2,685	$	587	$	2,098		357.4	%

Sailing Days:	1,005		969		36			3.7	%
Number of vessels operated:	13		13		—			—	%
Per day in whole USD:
Revenue per Sailing Day:
Freight and related revenue	$	30,129	$	34,164	$	(4,035	)	(11.8	)%
Fuel and other surcharges	$	2,052	$	735	$	1,317		179.2	%

Expenses per Sailing Day:
Vessel operating expenses	$	18,891	$	19,445	$	(554	)	(2.8	)%
Repairs and maintenance	$	708	$	1,017	$	(309	)	(30.4	)%



The following table provides a reconciliation of operating income plus depreciation, amortization of drydock costs, amortization of intangibles, (gain) on foreign exchange, restructuring charges, and impairment charges on retired asset during the three month periods ended June 30, 2017 and June 30, 2016 (USD in 000's):
	Three months ended June 30, 2017			Three months ended June 30, 2016
Operating Income	$	2,685		$	587
Depreciation	5,334			5,298
Amortization of drydock costs	758			853
Amortization of intangibles	246			253
Gain on foreign exchange	(1,081		)	(1,123		)
Restructuring charges	—			2,375
Impairment charges on retired asset	—			1,872
Operating income plus depreciation, amortization of drydock costs, amortization of intangibles, (gain) on foreign exchange, restructuring charges, and impairment charges on retired assets.	$	7,942		$	10,115

The following table summarizes the changes in the components of our revenue and certain expenses during the three month period ended June 30, 2017 compared to the three month period ended June 30, 2016:



(USD in 000's)	Sailing Days	Freight and related revenue			Fuel and other surcharges			Outside voyage charter revenue		Total revenue			Outside voyage charter fees		Vessel operating expenses			Repairs and maintenance			General and administrative			*Subtotal
Three month period ended June 30, 2016	969	$	33,105		$	712		$	—	$	33,817		$	—	$	18,842		$	985		$	3,875		$	10,115
Changes in the three month period ended June 30, 2017:
Change attributable to Canadian dollar exchange rate	—	(809		)	(109		)	—		(918		)	—		(538		)	(5		)	(52		)	(323		)
Net change on a constant currency basis	36	(2,016		)	1,459			—		(557		)	—		681			(268		)	880			(1,850		)
Total Change	36	$	(2,825	)	$	1,350		$	—	$	(1,475	)	$	—	$	143		$	(273	)	$	828		$	(2,173	)
Three month period ended June 30, 2017	1,005	$	30,280		$	2,062		$	—	$	32,342		$	—	$	18,985		$	712		$	4,703		$	7,942

*Operating income plus depreciation, amortization of drydock costs, amortization of intangibles, (gain) on foreign exchange, restructuring charges, and impairment charges on retired assets.

Total revenue during the three month period ended June 30, 2017 was $32.3 million, a decrease of 4.4%, compared to $33.8 million during the three month period ended June 30, 2016. This decrease was primarily attributable to the inefficient trade pattern at the beginning of the season, delay days and a weaker Canadian dollar. These factors were partially offset by contractual price increases, new business from our existing customers realized during the sailing season and higher fuel surcharge. On a constant currency basis, our total revenue decreased 1.6%, or $0.6 million, during the three month period ended June 30, 2017 compared to the three month period ended June 30, 2016.

Freight and other related revenue generated from Company-operated vessels decreased $2.8 million or 8.5%, to $30.3 million during the three month period ended June 30, 2017 compared to $33.1 million during the three month period ended June 30, 2016. The decline was primarily a result of the inefficient trade pattern at the beginning of the season, delay days and a weaker Canadian dollar. On a constant currency basis, freight and other related revenue decreased 6.1%, or $2.0 million, during the three month period ended June 30, 2017 compared to the three month period ended June 30, 2016.

According to the Lake Carriers' Association, during the three month period ended June 30, 2017, U.S.-flagged vessels on the Great Lakes experienced a 0.4% decrease in overall customer shipments for the commodities that we carry compared to the 2016 sailing season. During the same time period, U.S.-flagged vessels experienced a 3.2% increase of coal tonnage carried and a 12.3% decrease of aggregates tonnage carried. These commodities account for a significant share of the dry bulk commodities that are transported on the Great Lakes.

Total tons hauled by the Company during the three month period ended June 30, 2017 decreased by 9.4% compared to the three month period ended June 30, 2016, mainly due to a decrease in our construction aggregates tonnage hauled offset by in increases in other categories described below. During the three month period ended June 30, 2017, our construction aggregates tonnage hauled decreased 36.4%, compared to the three month period ended June 30, 2016 due to weaker customer demand. Our coal tonnage increased 110.3% during the three month period ended June 30, 2017 compared to the three month period ended June 30, 2016 due to increased customer demand . Salt tonnage increased by 9.2% during the three month period ended June 30, 2017 compared to the three month period ended June 30, 2016 due to higher demand in the Great Lakes region. Total iron ore tons carried by the Company increased by 46.7% during the three month period ended June 30, 2017 compared to the three month period ended June 30, 2016 due to new business wins and increased demand from steel mills.

We operated thirteen vessels (the “Operated Vessels”) during each of the three month periods ended June 30, 2017 and June 30, 2016. We operated a total of 1,005 Sailing Days in the three month period ended June 30, 2017, compared to 969 Sailing Days in the three month period ended June 30, 2016. Management believes that each of our Operated Vessels should achieve a theoretical maximum of 91 Sailing Days in the in the first fiscal quarter, assuming average weather conditions, no major repairs, incidents or vessel layups. The Company’s Operated Vessels sailed an average of approximately 77 Sailing Days during the three month period ended June 30, 2017 compared to an average of 75 Sailing Days during the three month period ended June 30, 2016. This change in Sailing Days was due to slightly higher customer demand at the start of the 2017 sailing season compared to the start of the 2016 sailing season. Our Operated Vessels operated for 85.0% of the theoretical maximum Sailing Days for the three

month period ended June 30, 2017, compared to 81.9% of the theoretical maximum Sailing Days for the three month period ended June 30, 2016.

We also measure "Delay Days," which we define as the lost time incurred by our vessels while in operation, and includes delays caused by inclement weather, dock delays, traffic congestion, vessel mechanical issues and other varied events. We experienced 101 Delay Days during the three month period ended June 30, 2017 compared to 61 Delay Days during the three month period ended June 30, 2016. Such Delay Days represent a lost time factor, calculated as Delay Days as a percentage of Sailing Days, of 10.0% during the three month period ended June 30, 2017 compared to 6.3% during the three month period ended June 30, 2016.

Freight and related revenue per Sailing Day decreased to $30,129 per Sailing Day during the three month period ended June 30, 2017 compared to $34,164 per Sailing Day during the three month period ended June 30, 2016. This revenue decrease was primarily due to a change in the mix of cargos carried and increased Delay Days. On a constant currency basis, freight and related revenue per Sailing Day decreased $805 per Sailing Day during the three month period ended June 30, 2017 compared to the three month period ended June 30, 2016.

We had no outside voyage charter revenue in either of the three month periods ended June 30, 2017 and June 30, 2016. We have transferred tonnage carried on outside chartered vessels during the 2015 sailing season to our newest vessel, which was placed into service in November 2015.

Our customer contracts have fuel surcharge provisions whereby changes in our fuel costs are passed on to our customers. Fuel and other surcharges increased $1.4 million, or 189.6%, to $2.1 million during the three month period ended June 30, 2017 compared to $0.7 million during the three month period ended June 30, 2016. Fuel and other surcharges per Sailing Day increased by $1,317, or 179.2%, to $2,052 per Sailing Day during the three month period ended June 30, 2017 compared to $735 per Sailing Day during the three month period ended June 30, 2016. These increases were primarily attributable to increased fuel prices during the three month period ended June 30, 2017 compared to the three month period ended June 30, 2016. On a constant currency basis, fuel and other surcharges increased 204.9% or $1.5 million, during the three month period ended June 30, 2017 compared to the three month period ended June 30, 2016.

Vessel operating expenses increased $0.1 million, or 0.8%, to $19.0 million during the three month period ended June 30, 2017 compared to $18.8 million during the three month period ended June 30, 2016. The increase was primarily due to increased Sailing Days and increased fuel prices offset by operating efficiencies as a result of cost efficiency initiatives realized during the three month period ended June 30, 2017 compared to the three month period ended June 30, 2016. Vessel operating expenses per Sailing Day decreased $554, or 2.8%, to $18,891 per Sailing Day during the three month period ended June 30, 2017 from $19,445 per Sailing Day during the three month period ended June 30, 2016. On a constant currency basis, vessel operating expenses decreased 3.6%, or $0.7 million, during the three month period ended June 30, 2017 compared to the three month period ended June 30, 2016.

Repairs and maintenance expenses, which primarily consist of expensed winter work, decreased $0.3 million to $0.7 million during the three month period ended June 30, 2017 compared to $1.0 million during the three month period ended June 30, 2016. Repairs and maintenance expenses per Sailing Day decreased $309 to $708 per Sailing Day during the three month period ended June 30, 2017 compared to $1,017 per Sailing Day during the three month period ended June 30, 2016. On a constant currency basis, repairs and maintenance expenses decreased $268 thousand during the three month period ended June 30, 2017 compared to the three month period ended June 30, 2016.

Our general and administrative expenses were $4.7 million during the three month period ended June 30, 2017 compared to $3.9 million during the three month period ended June 30, 2016. Approximately $1.1 million of the increase in general and administrative expenses relates to lender fees and legal expenses associated with obtaining waivers from our lenders under our credit facilities. We realized a cost savings of approximately $0.2 million under previously announced general and administrative cost efficiency initiatives undertaken in the previous year. Our general and administrative expenses equaled 15.5% and 11.7% of freight and related revenue for the three month periods ended June 30, 2017 and June 30, 2016, respectively.

efficiencies in future periods. Approximately 63% of the restructuring charge relates to contractual severance payments to our former Executive Vice Chairman and President of our subsidiaries, Lower Lakes Towing and Grand River Navigation.

Depreciation expense was flat at $5.3 million during the three month periods ended June 30, 2017 and June 30, 2016. A slight increase of $36 thousand was primarily attributable to winter 2017 capital expenditures offset by a weaker Canadian dollar.

Amortization of drydock costs was $0.8 million during the three month period ended June 30, 2017 compared to $0.9 million for the three month period ended June 30, 2016. The Company amortized the deferred drydock costs of ten vessels during the three month period ended June 30, 2017 compared to twelve vessels during the three month period ended June 30, 2016.

Gain on foreign exchange during the three month periods ended June 30, 2017 and June 30, 2016 was flat at $1.1 million. Gain on foreign exchange primarily relates to a translation of $43.6 million USD denominated debt incurred and carried on the balance sheet of the Canadian subsidiary and a foreign currency hedge related to the debt.

As of June 30, 2016, we determined that our smallest carrying capacity Canadian flag bulk carrier was unlikely to generate a sufficient long term return on capital given the operating and capitalized expenses necessary to continue operating the vessel. As a result, we retired this vessel as of June 30, 2016. We also determined that the carrying value of the vessel is greater than the fair value based on the price in the international market of similar vessels and scrap prices and hence we recorded impairment charges of $1.9 million including write-off of unamortized drydock costs. The operating loss of the vessel, included in the Consolidated Statement of Operations for the three month period ended June 30, 2017 was $Nil versus operating loss of $145 thousand for the three month period ended June 30, 2016.

As a result of the items described above, operating income during the three month period ended June 30, 2017 was $2.7 million compared to operating income of $0.6 million during the three month period ended June 30, 2016.

Operating income plus depreciation, amortization of drydock costs, amortization of intangibles, (gain) on foreign exchange, restructuring charges, and impairment charges on retired asset decreased $2.2 million, or 21.5%, to $7.9 million during the three month period ended June 30, 2017 from $10.1 million during the three month period ended June 30, 2016.

Interest expense, which includes $3.8 million of amortization of deferred financing costs, increased by $4.4 million or 121.2% to $8.0 million during the three month period ended June 30, 2017 from $3.6 million during the three month period ended June 30, 2016. This increase in interest expense was primarily attributable to accelerated amortization of deferred financing costs of $3.8 million related to second lien debt, additional pay-in-kind interest of $0.6 million related to the covenant breach of our credit facilities and a higher average debt balance compared to the three month period ended June 30, 2016. Cash interest expense during the three month period ended June 30, 2017 equaled $3.6 million compared to $3.3 million for the three month period ended June 30, 2016.

Our loss before income taxes was $5.3 million during the three month period ended June 30, 2017 compared to a loss before income taxes of $3.0 million during the three month period ended June 30, 2016.

Our effective tax rate was 3.9% on pre-tax loss of $5.3 million during the three month period ended June 30, 2017 compared to 14.8% on pre-tax loss of $3.0 million during the three month period ended June 30, 2016. None of our U.S. federal income tax expense is payable in cash due to our net operating loss carry-forwards ("NOLs"). Our income tax provision was a benefit of $0.2 million during the three month period ended June 30, 2017 compared to an income tax benefit of $0.4 million during the three month period ended June 30, 2016. The change in income tax benefit was due to lower net income before income taxes. The effective tax rate for the three month period ended June 30, 2017 was lower than the statutory tax rate due to the implementation of the valuation allowance related to the net U.S. Federal and state deferred tax assets, which are primarily NOLs.

Our net loss before preferred stock dividends was $5.1 million during the three month period ended June 30, 2017 compared to net loss before preferred stock dividends of $2.6 million during the three month period ended June 30, 2016.

We accrued $0.5 million for dividends on our preferred stock during the three month period ended June 30, 2017 compared to $0.4 million for the three month period ended June 30, 2016. This increase is attributable to a 1% increase in the effective rate of preferred dividends.

Our income applicable to common stockholders was a loss of $5.6 million during the three month period ended June 30, 2017 compared to a loss of $3.0 million during the three month period ended June 30, 2016.

The Canadian dollar (CDN) weakened by approximately 4.1% compared to the U.S. dollar (USD) during the three month period ended June 30, 2017 as compared to the three month period ended June 30, 2016, averaging approximately $0.744 USD per CDN during the three month period ended June 30, 2017 compared to approximately $0.776 USD per CDN during the three month period ended June 30, 2016. Our balance sheet translation rate decreased to 0.771 USD per CDN at June 30, 2017 from $0.774 USD per CDN at June 30, 2016.

During the three month period ended June 30, 2017, we operated an average of five vessels in the U.S. and eight vessels in Canada. The percentage of our total freight and other revenue, fuel and other surcharge revenue, vessel operating expenses, repairs and maintenance costs and combined depreciation and amortization costs approximate the percentage of vessels operated by country. Approximately one third of our general and administrative costs are incurred in Canada. Approximately 47% of our interest expense is incurred in Canada, reflecting the approximate percentage of total debt. All of our preferred stock dividends are accrued in the U.S.

Impact of Inflation and Changing Prices

During each of the three month periods ended June 30, 2017 and 2016, there were major fluctuations in our fuel costs. However, our contracts with our customers provide for recovery of these costs over specified rates through fuel surcharges. In addition, there was volatility in the exchange rate between the U.S. dollar and the Canadian dollar during each of the three month periods ended June 30, 2017 and 2016, which impacted the average of monthly translation rates for total revenue and costs to U.S. dollars by a decrease of approximately 4.1% during the three month period ended June 30, 2017 compared to the three month period ended June 30, 2016.

Liquidity and Capital Resources

Our primary sources of liquidity are cash from operations, the proceeds of our credit facilities and proceeds from sales of our common stock. In March 2015, the Company refinanced its senior secured debt as discussed below. Our principal uses of cash are vessel acquisitions, capital expenditures, drydock expenditures, operations and interest and principal payments under our credit facilities. Information on our consolidated cash flow is presented in the consolidated statements of cash flows (categorized by operating, investing and financing activities), which is included in our consolidated financial statements for each of the three month periods ended June 30, 2017 and June 30, 2016.

As discussed under “Debt” below, as of July 14, 2017, the waivers previously obtained from the respective lenders under our First Lien Credit Agreement (as defined in “Debt” below) and Second Lien Credit Agreement (as defined in “Debt” below) expired, resulting in the reinstatement of the previously waived events of default under such credit facilities. We continue to pursue, but have not yet obtained, further waivers from the lenders under our credit facilities, but in the interim have been permitted to continue to borrow funds under the First Lien Credit Agreement. There can be no assurance, however, that we will continue to be permitted to borrow under the First Lien Credit Agreement pending receipt of applicable waivers, or that we will be able to obtain waivers on terms acceptable to us, or at all. In this regard, the lenders under the First Lien Credit Agreement (the “First Lien Lenders”) have reserved their rights relative to the pending defaults and have instituted a $15 million availability reserve on the our borrowing ability. Assuming the First Lien Lenders continue to permit us to borrow funds during the pendency of the existing events of default and that no additional availability reserves or other borrowing limitations are imposed, our management believes that funds available to us from operations together with funds available for borrowing under the First Lien Credit Agreement will be sufficient for us to continue to operate our business in the ordinary course, to pay our ordinary and current expenses, and to continue as a going concern.

The balances outstanding under our credit facilities have been reclassified as short-term obligations within our Consolidated Balance Sheet at June 30, 2017 and March 31, 2017, due to our expectation of not being able to satisfy certain financial covenants under such credit facilities during the ensuing twelve-month period. The accompanying consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts or classification of liabilities, other than as previously discussed, that might be necessary should we be unable to continue as a going concern.

A significant factor in mitigating the substantial doubt about the our ability to continue as a going concern is our ability to restructure or refinance our indebtedness, or complete a consensual recapitalization transaction with our lender (the “Second Lien Lender”) under the Second Lien Credit Agreement. Our discussions with the Second Lien Lender with respect to a potential recapitalization transaction have continued, but the terms of a potential recapitalization transaction have not yet been agreed upon.

There can be no assurance that we will be able to reach an agreement with respect to a recapitalization transaction in a timely manner or at all. In this regard, our board of directors has determined to expand its evaluation of strategic alternatives available to us, and we have engaged a financial advisor to assist in such evaluation. Moreover, the terms of any such recapitalization transaction could result in a significant or complete loss of value to the holders of our common stock. If we are unsuccessful in restructuring or refinancing our indebtedness, or completing a consensual recapitalization transaction with our Second Lien Lender, it could result in our need to voluntarily seek protection under applicable bankruptcy laws. The bankruptcy process could result in a significant or complete loss of value to the holders of our common stock.

On September 20, 2016, we received a letter from Nasdaq providing notification that, for the previous 30 consecutive business days, the bid price for our common stock had closed below the minimum $1.00 per share requirement for continued listing on Nasdaq under Nasdaq Listing Rule 5550(a)(2). We received an initial grace period until March 20, 2017 to regain compliance. On March 21, 2017, we were afforded an additional 180-day grace period until September 18, 2017, but if we fail to regain compliance, our common stock could be delisted and this would likely further depress the value of our common stock and negatively impact our liquidity. We may need to implement a reverse stock split to regain compliance with the Nasdaq Listing Rules. We cannot assure you that we will be successful in regaining compliance even if we are able to implement a reverse stock split.

Net cash used by operating activities during the three month period ended June 30, 2017 was $12.3 million, an increase of $3.6 million, from cash used by operations of $8.7 million during the three month period ended June 30, 2016. The increase in cash used by operating activities was primarily attributable to reduced cash earnings for the three month period ended June 30, 2017, a higher accounts receivable balance due to the timing of customer deliveries and cash collections, a higher cash outflow on drydock costs paid and a lower accounts payable balance compared to the three month period ended June 30, 2016.

The Company did not incur any significant bad-debt write-offs or material slowdowns in receivable collections during either of the three month periods ended June 30, 2017 or 2016.

Net cash used in investing activities increased by $5.5 million to $10.7 million during the three month period ended June 30, 2017 from net cash used of $5.2 million during the three month period ended June 30, 2016. This increase was primarily due to higher capital expenditures paid during the three month period ended June 30, 2017 and incurred during the winter of 2017.

Net cash provided by financing activities increased $9.0 million to $23.7 million provided during the three month period ended June 30, 2017 compared to $14.8 million during the three month period ended June 30, 2016. The increase was attributable to higher net borrowings under our senior credit facilities compared to the three month period ended June 30, 2016.

Debt

We had total debt outstanding of $229.4 million at June 30, 2017 which is comprised of amounts outstanding under our First Lien Credit Agreement (defined below) of $143.8 million and our Second Lien Credit Agreement (defined below) of $85.6 million, both presented net of unamortized debt issuance costs. As a result of the covenant violations and other matters described below, we have classified the entire balance of this debt as a current liability as of June 30, 2017.

First Lien Credit Agreement

On March 27, 2015, Rand and certain of its subsidiaries entered into a credit agreement (as amended from time to time, the “First Lien Credit Agreement”) with Bank of America, N.A., in its capacity as agent and lender, and certain other lenders party thereto. Lower Lakes Towing, Lower Lakes Transportation, Grand River, and Black Creek are borrowers (the “Borrowers”) under the First Lien Credit Agreement. Black Creek, Lower Lakes Transportation, Grand River, Black Creek Holdings, Rand LL Holdings Corp. and Rand Finance Corp., each of which is a direct or indirect wholly-owned subsidiary of Rand and Rand itself are guarantors of all United States and Canadian obligations under the First Lien Credit Agreement (collectively, the “U.S. Guarantors”). Lower Lakes Ship Repair is a guarantor of all Canadian obligations under the First Lien Credit Agreement and is an indirect wholly-owned subsidiary of Rand (the “Canadian Guarantor”; and together with the U.S. Guarantors, the “Guarantors”). The proceeds of the First Lien Credit Agreement were used to extinguish certain then-existing indebtedness and to provide working capital financing and funds for other general corporate and permitted purposes.

The obligations under the First Lien Credit Agreement are secured by first-priority liens on, and a first-priority security interest in, substantially all of the assets of the Borrowers and the Guarantors party to the agreement, including a pledge of all or a portion of the equity interests of the Borrowers and the Guarantors. The security interests are evidenced by pledge, security and guaranty agreements and other related agreements, including certain fleet mortgages.

The credit facilities (the "Credit Facilities") under the First Lien Credit Agreement consist of:


•	A revolving credit facility under which Lower Lakes Towing may borrow up to US $80 million (CDN or USD currency to be selected by Lower Lakes Towing) with a final maturity date of September 30, 2019 (the "Canadian Revolving Facility");


•	A revolving credit facility under which Lower Lakes Transportation, Grand River and Black Creek may borrow up to USD $90 million with a final maturity date of September 30, 2019 (the "U.S. Revolving Facility," and collectively with the Canadian Revolving Facility, the "Revolving Facilities");


•	A swing line facility under which Lower Lakes Towing may borrow up to the lesser of CDN $8 million and the CDN maximum borrowing availability less the outstanding balance of the Canadian Revolving Facility at such time, with a final maturity date of September 30, 2019 (the "Canadian Swing Line Facility"); and


•	A swing line facility under which Lower Lakes Transportation, Grand River and Black Creek may borrow up to USD $9 million, less the outstanding balance of the U.S. Revolving Facility at such time, with a final maturity date of September 30, 2019 (the "U.S. Swing Line Facility").

Borrowings under the Credit Facilities will bear interest, in each case plus an applicable margin, as follows:

•


•	U.S. Revolving Facility: the U.S. Base Rate (as defined in the First Lien Credit Agreement) or, at the borrower’s option, the LIBOR Rate;


•	Canadian Swing Line Facility: the Canadian Prime Rate or, at the borrower’s option, the Canadian Base Rate; and


•	U.S. Swing Line Facility: the U.S. Base Rate.

The effective interest rates at June 30, 2017 were 3.66% (3.70% at March 31, 2017) on the Canadian Revolving Facility and 3.74% (3.81% at March 31, 2017) on the U.S. Revolving Facility.

The applicable margin to the BA Rate, Canadian Prime Rate, Canadian Base Rate, U.S. Base Rate and the LIBOR Rate is subject to specified changes depending on the Senior Funded Debt to EBITDA Ratio (as defined in the First Lien Credit Agreement). The Borrowers will also pay a monthly commitment fee at an annual rate of 0.25% on the undrawn committed amount available under the Revolving Facilities, which rate shall increase to 0.375% in the event the undrawn committed amount is greater than or equal to 50% of the aggregate committed amount under the Revolving Facilities.

Any amounts outstanding under the First Lien Credit Agreement are due at maturity. In addition, subject to certain exceptions, the Borrowers will be required to make principal repayments on amounts outstanding under the Credit Facilities from the net proceeds of specified types of asset sales, debt issuances and equity offerings. No such transactions have occurred as of June 30, 2017.

On February 9, 2016, the parties to the First Lien Credit Agreement executed an Amendment No. 1 and Waiver Agreement pursuant to which the First Lien Lenders (i) waived breach of the Minimum Fixed Charge Coverage Ratio and Maximum Senior Funded Debt to EBITDA Ratio covenants contained in the First Lien Credit Agreement which existed as of December 31, 2015; and (ii) added a temporary minimum EBITDA covenant for the period from April 1, 2016 through May 31, 2016. On August 26, 2016, the parties to the First Lien Credit Agreement entered into an Amendment No. 2 and Waiver Agreement ("Amendment No. 2") pursuant to which the First Lien Lenders waived the breach of certain financial and other covenants by the Company, including breach of the Maximum Senior Funded Debt to EBITDA Ratio covenant therein, calculated as of June 30, 2016. Amendment No. 2 also modified the Maximum Fixed Charge Coverage Ratio and the Maximum Senior Funded Debt to EBITDA Ratio covenants, further limited the expectations to the Restricted Payments (as defined in the First Lien Credit Agreement) allowed to be made by us, provided for additional fees, and incorporated new restrictions on certain of our activities. On September 13, 2016, the parties to the First Lien Credit Agreement entered into Amendment No. 3 to Credit Agreement pursuant to which immaterial changes were made to certain definitions.

On June 1, 2017, the parties to the First Lien Credit Agreement entered into an Amendment No. 4 and Waiver to Credit Agreement (“Amendment No. 4”), pursuant to which the First Lien Lenders waived, until June 14, 2017, our failure to deliver our audited financial statements for the fiscal year ending March 31, 2017 by May 31, 2017 (the “Specified Default”). Amendment No. 4, among other things, further provided for (i) enhanced or new restrictions on certain Company activities not in the ordinary course of business, including with respect to consummating a merger or sale, making certain intercompany payments, or incurring new liens or indebtedness (other than under the First Lien Credit Agreement), (ii) continuation of certain rights of the agent under the First Lien Credit Agreement applicable during an Event of Default during the waiver period (notwithstanding waiver of the Specified Default), including with respect to (a) reimbursement of fees and expenses, (b) entitlement to default interest and (c) enhanced entitlement to Company access and reporting, and (iii) restrictions on our right to designate a LIBOR based interest rate for new loans under the First Lien Credit Agreement. Finally, Amendment No. 4 provided for an Event of Default under the First Lien Credit Agreement if we did not agree to a recapitalization transaction with the Second Lien Lender by June 30, 2017, on terms reasonably satisfactory to the agent under the First Lien Credit Agreement.

As of June 14, 2017, the parties to the First Lien Credit Agreement entered into a First Amendment to Amendment No. 4 pursuant to which the waiver provided in Amendment No. 4 was extended to June 30, 2017, subject to the other terms and conditions of the Amendment No. 4.

Effective as of June 30, 2017, the parties to the First Lien Credit Agreement entered into a Second Amendment to Amendment No. 4 pursuant to which (i) the waiver with respect to our failure to deliver our audited financial statements for the fiscal year ending March 31, 2017 without a qualified audit opinion was further extended to July 14, 2017, (ii) the date by which we shall have agreed to a recapitalization transaction with the Second Lien Lender was further extended to July 28, 2017, (iii) the date by which we shall have delivered its April and May 2017 monthly financial statements was extended to July 10, 2017, and (iv) the Second Lien Lender waived a breach of (a) the Maximum Senior Funded Debt to EBITDA Ratio covenant for the fiscal quarter ended March 31, 2017, and (b) the requirement that the debt under the First Lien Credit Agreement and Second Lien Credit Agreement not cease to be classified as long-term debt in our audited financial statements, and (c) certain events of default having occurred under the Second Lien Credit Agreement, as discussed below, in each case, (a) through (c), through July 14, 2017.

As of June 30, 2017, we had credit availability of USD $9,438 under the Credit Facilities based on eligible receivables and vessel collateral value, the aggregate principal amount outstanding under the First Lien Credit Agreement was $145,120.

As of July 14, 2017, the waivers previously obtained from the First Lien Lenders and the Second Lien Lender expired, resulting in the reinstatement of the previously waived events of default under the First Lien Credit Agreement and Second Lien Credit Agreement, respectively. We continue to pursue, but have not yet obtained, further waivers from the First Lien Lenders or Second Lien Lender, but in the interim have been permitted to continue to borrow funds under the First Lien Credit Agreement. There can be no assurance, however, that the Company will continue to be permitted to borrow under the First Lien Credit Agreement pending receipt of applicable waivers, or that we will be able to obtain waivers on terms acceptable to us, or at all. In this regard, the First Lien Lenders have reserved their rights relative to the pending defaults and have instituted a $15 million availability reserve on our borrowing ability. Assuming the First Lien Lenders continue to permit us to borrow funds during the pendency of the existing events of default and that no additional availability reserves or other borrowing limitations are imposed, our management believes that funds available to us from operations together with funds available for borrowing under the First Lien Credit Agreement will be sufficient for us to continue to operate our business in the ordinary course, to pay our ordinary and current expenses, and to continue as a going concern.

Our discussions with the Second Lien Lender with respect to a potential recapitalization transaction have continued, but the terms of a potential recapitalization transaction have not yet been agreed upon. There can be no assurance that we will be able to reach an agreement with respect to a recapitalization transaction in a timely manner or at all. In this regard, our board of directors has determined to expand its evaluation of strategic alternatives available to us, and we have engaged a financial advisor to assist in such evaluation.

Second Lien Credit Agreement

On March 11, 2014, Lower Lakes Towing, Grand River and Black Creek, as borrowers, Rand LL Holdings, Rand Finance, Black Creek Holdings and Rand, as guarantors, Guggenheim Corporate Funding, LLC, as agent, and certain other lenders, entered into a Term Loan Credit Agreement (as amended from time to time, the “Second Lien Credit Agreement”). The Second Lien Credit Agreement initially provided for (i) a U.S. Dollar denominated term loan facility under which Lower Lakes Towing was obligated to the lenders in the amount of $34.2 million (the "Second Lien CDN Term Loan"); (ii) a U.S. dollar denominated term loan facility under which Grand River and Black Creek were obligated to the Second Lien Lender in the amount of $38.3 million (the "Second Lien U.S. Term Loan"); and (iii) an uncommitted incremental term loan facility of up to $32.5 million as of March 27, 2015.

The effective interest rates at June 30, 2017 were 13.75% (13.75% at March 31, 2017) on each of the Second Lien CDN Term Loan and the Second Lien U.S. Term Loan. This is attributable to 3% pay-in-kind ("PIK") interest for the three month period ended June 30, 2017 and March 31, 2017, related to the Fourth Amendment and Waiver To Term Loan Credit Agreement as discussed below.

Under the Second Lien Credit Agreement and subject to the terms of the Intercreditor Agreement (as defined below), the borrowers will be required to make mandatory prepayments of principal on term loan borrowings (i) in the event of certain dispositions of assets and insurance proceeds (all subject to certain exceptions), in an amount equal to 100% of the net proceeds received by the borrowers therefrom, and (ii) in an amount equal to 100% of the net proceeds to a borrower from any issuance of a borrower’s debt or equity securities (all subject to certain exceptions).

On April 11, 2014, the parties under the Second Lien Credit Agreement entered into a First Amendment to the Second Lien Credit Agreement, which extended the due date of certain post-closing deliverables. On March 27, 2015, the parties to the Second Lien Credit Agreement entered into a Second Amendment (the “Second Amendment”) to the Second Lien Credit Agreement. The Second Amendment conformed certain provisions of the Second Lien Credit Agreement to the First Lien Credit Agreement, reduced the uncommitted incremental facility to $22,500, and also amended certain other covenants and terms thereof. On February 9, 2016, the parties to the Second Lien Credit Agreement executed a Third Amendment and Waiver Under Term Loan Credit Agreement pursuant to which the Second Lien Lender (i) waived breach of the Minimum Fixed Charge Coverage Ratio, the Maximum Senior Funded Debt to EBITDA Ratio, and the Maximum Total Funded Debt to EBITDA Ratio covenants contained in the Second Lien Credit Agreement which existed as of December 31, 2015; and (ii) added a temporary minimum EBITDA covenant for the period from April 1, 2016 through May 31, 2016. On August 26, 2016, the parties to the Second Lien Credit Agreement entered into a Fourth Amendment and Waiver To Term Loan Credit Agreement (the "Fourth Amendment") pursuant to which the Second Lien Lender waived the breach of certain financial and other covenants by us, including the Maximum Senior Funded Debt to EBITDA Ratio and the Maximum Total Funded Debt to EBITDA Ratio covenants therein, in each case calculated as of June 30, 2016. The Fourth Amendment also modified the Minimum Fixed Charge Coverage Ratio, the Maximum Senior Funded Debt to EBITDA Ratio and the Maximum Total Funded Debt to EBITDA Ratio covenants, further limits the exceptions to the Restricted Payments (as defined in the Second Lien Credit Agreement) allowed to be made by us, incorporated new restrictions on certain Company activities, provided for (1) additional fees, (2) additional pay-in-kind interest under certain circumstances, and (3) certain additional Events of Default (as defined in the Second Lien Credit Agreement), including the non-payment of certain current and potential future fees that will only become due and payable if certain milestones are not met related to our progress towards a refinancing of the Second Lien Credit Agreement.

the ordinary course of business, including with respect to consummating a merger or sale, making certain intercompany payments, or incurring new liens or indebtedness (other than under the First Lien Credit Agreement), (ii) extension of certain rights of the agent under the Second Lien Credit Agreement applicable during an Event of Default during the Second Lien Waiver Period to the Second Lien Lender and continuation of certain of such rights during the Second Lien Waiver Period (notwithstanding waiver of the Specified Default), including with respect to (a) reimbursement of fees and expenses, (b) entitlement to default interest and (c) enhanced entitlement to Company access and reporting, and (iii) restrictions on our right to designate a LIBOR based interest rate for new loans under the Second Lien Credit Agreement. Finally, the Fifth Amendment provided for an Event of Default under the Second Lien Credit Agreement if we did not agree to a recapitalization transaction with the Second Lien Lender by June 30, 2017.

Effective as of June 30, 2017, the parties to the Second Lien Credit Agreement entered into a Second Amendment to the Fifth Amendment pursuant to which (i) the waiver with respect to our failure to deliver our audited financial statements for the fiscal year ending March 31, 2017 without a qualified audit opinion was further extended to July 14, 2017, (ii) the date by which we shall have agreed to a recapitalization transaction with the Second Lien Lender was further extended to July 28, 2017, (iii) the date by which we shall have delivered its April and May 2017 monthly financial statements was extended to July 10, 2017, and (iv) the Second Lien Lender waived a breach of (a) the Maximum Senior Funded Debt to EBITDA Ratio and the Maximum Total Funded Debt to EBITDA Ratio covenants for the fiscal quarter ended March 31, 2017, and (b) the requirement that the debt under the First Lien Credit Agreement and Second Lien Credit Agreement not cease to be classified as long-term debt in our audited financial statements, in each case, (a) and (b), through July 14, 2017.

As of June 30, 2017, the aggregate principal outstanding under the Second Lien Credit Agreement was $85,632.

As of July 14, 2017, the waivers previously obtained from the First Lien Lenders and Second Lien Lender expired, resulting in the reinstatement of the previously waived events of default under the First Lien Credit Agreement and Second Lien Credit Agreement, respectively. We continue to pursue, but have not yet obtained, further waivers from the First Lien Lenders or Second Lien Lender, but in the interim have been permitted to continue to borrow funds under the First Lien Credit Agreement. There can be no assurance, however, that we will continue to be permitted to borrow under the First Lien Credit Agreement pending receipt of applicable waivers, or that we will be able to obtain waivers on terms acceptable to us, or at all. In this regard, the First Lien Lenders have reserved their rights relative to the pending defaults and have instituted a $15 million availability reserve on our borrowing ability. Assuming the First Lien Lenders continue to permit us to borrow funds during the pendency of the existing events of default and that no additional availability reserves or other borrowing limitations are imposed, our management believes that funds available to us from operations together with funds available for borrowing under the First Lien Credit Agreement will be sufficient for us to continue to operate our business in the ordinary course, to pay our ordinary and current expenses, and to continue as a going concern.

Intercreditor Agreement

In connection with the First Lien Credit Agreement and the Second Lien Credit Agreement described above, on March 27, 2015, Rand and certain of its subsidiaries entered into an Intercreditor Agreement (the "Intercreditor Agreement") with Bank of America, N.A., as the agent for the First Lien Lenders and Guggenheim Corporate Funding, LLC, as the agent for the Second Lien Lender. Under the Intercreditor Agreement, the Second Lien Lender has agreed to subordinate our obligations to them to the repayment of our obligations to the First Lien Lenders and have further agreed to subordinate their liens on our assets to the liens granted in favor of the First Lien Lenders. Absent the occurrence of an Event of Default under the First Lien Credit Agreement, the Second Lien Lender is permitted to receive regularly scheduled principal and interest payments under the Second Lien Credit Agreement.

Preferred Stock and Preferred Stock Dividends

The shares of our series A convertible preferred stock rank senior to our common stock with respect to liquidation and dividends; are entitled to receive a cash dividend at the annual rate of 7.75% (based on the $50 per share issue price), payable quarterly (subject to increases of 0.5% for each six month period in respect of which the dividend is not paid in cash, up to a maximum of 12%, subject to reversion to 7.75% upon payment of all accrued and unpaid dividends); are convertible into shares of our common stock at any time at the option of the series A preferred stockholder at a conversion price of $6.20 per share (based on the $50 per share issue price and subject to adjustment) or 8.065 shares of common stock for each series A preferred share (subject to adjustment); are convertible into shares of our common stock (based on a conversion price of $6.20 per share, subject to adjustment) at our option if, after the third anniversary of the date of issuance thereof, the trading price of our common stock for 20 trading days within any 30 trading day period equals or exceeds $8.50 per share (subject to adjustment); may be redeemed by us in connection with certain change of control or acquisition transactions; will vote on an as-converted basis with our common stock; and have a separate vote over certain material transactions or changes involving us.

As of June 30, 2017, we had $4.0 million of unpaid accrued dividends on our preferred stock compared to $3.6 million at March 31, 2017. This increase is attributable to an increase in the effective rate of preferred dividends and unpaid dividends from the current and previous periods. As of June 30, 2017, the effective rate of preferred dividends was 10.25% as compared to 9.25% at March 31, 2017.

Investments in Capital Expenditures and Drydockings

We incurred $14.9 million in paid and unpaid capital expenditures and drydock expenses during the three month period ended June 30, 2017 compared to $2.9 million in paid and unpaid capital expenditures and drydock expenses during the three month period ended June 30, 2016. The higher capital expenditures for the three month period ended June 30, 2017 were related to several drydock certifications due during the winter of 2017.

Vessel Acquisition and Retirement

Off-Balance Sheet Arrangements

There are no off-balance sheet arrangements.

Lack of Historical Operating Data for Acquired Vessels

From time to time, as opportunities arise and depending on the availability of financing, we may acquire additional secondhand drybulk carriers. Information regarding the Lack of Historical Operating Data for Acquired Vessels can be found in our Annual Report on Form 10-K for the year ended March 31, 2017.

Critical Accounting Policies and Estimates

Our significant accounting policies are presented in Note 3 to our unaudited consolidated financial statements.

Revenue and operating expenses recognition

The Company accounts for sales taxes imposed on its services on a net basis in the consolidated statements of operations.

In addition, all revenues are presented on a gross basis.

Vessel acquisitions

Fuel and lubricant inventories

Intangible assets and goodwill

Intangible assets consist primarily of goodwill, deferred financing costs and customer relationships and contracts. Intangible assets are amortized as follows:



Customer relationships and contracts	15 years straight-line

Property and equipment

Property and equipment are recorded at cost. Depreciation methods and periods for property and equipment are as follows:



Vessels	5 - 30 years straight-line
Leasehold improvements	7 - 11 years straight-line
Purchased software	3 years straight-line
Vehicles	20% declining-balance
Furniture and equipment	20% declining-balance
Computer equipment	45% declining-balance
Communication equipment	20% declining-balance

Impairment of fixed assets and finite-lived intangible assets

Evaluation of goodwill for impairment

Drydock costs

Repairs and maintenance

The preparation of our financial statements in conformity with GAAP requires us to make estimates and assumptions that impact the amounts reported in our Consolidated Financial Statements and accompanying notes. Therefore, the reported amounts of assets, liabilities, revenues, expenses and associated disclosures of contingent liabilities are affected by these estimates. We evaluate these estimates on an ongoing basis, utilizing historical experience, consultation with experts and other methods considered reasonable in the particular circumstances. Nevertheless, actual results may differ significantly from our estimates. Any effects on our business, financial position or results of operations resulting from revisions to these estimates are recognized in the accounting period in which the facts that give rise to the revisions become known. For a discussion of how these and other factors may affect our business, see "Cautionary Note Regarding Forward-Looking Statements" above and "Risk Factors" in our Annual Report on Form 10-K for the year ended March 31, 2017 and in this Quarterly Report on Form 10-Q for the three month period ended June 30, 2017.


Item 3.	Quantitative and Qualitative Disclosures About Market Risk.

As a smaller reporting company, as defined in Rule 12b-2 of the Exchange Act, we are not required to provide the information required by this item.

Item 4. Controls and Procedures.

Disclosure Controls and Procedures.

Our senior management is responsible for establishing and maintaining disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934), designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Securities Exchange Act of 1934 is accumulated and communicated to the issuer's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Evaluation of Disclosure Controls and Procedures.

We have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this report, with the participation of our Principal Executive Officer and Principal Financial Officer, as well as other members of our management. Based on this evaluation, our Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures were effective as of June 30, 2017.

Changes in Internal Control Over Financial Reporting

No change occurred in our internal control over financial reporting during the first quarter ended June 30, 2017 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

The nature of our business exposes us to the potential for legal proceedings related to labor and employment, personal injury, property damage, and environmental matters. Although the ultimate outcome of any legal matter cannot be predicted with certainty, based on present information, including our assessment of the merits of each particular matter, as well as our current reserves and insurance coverage, we do not expect that any known legal proceeding will in the foreseeable future have a material adverse impact on our financial condition, results of our operations or our cash flows.

Item 1A. Risk Factors.

The following risk factors should be considered carefully in addition to the other information contained in this report and in our Annual Report on Form 10-K for the fiscal year ended March 31, 2017 (our “Annual Report”), including the risk factors identified in Part I-Item 1A (Risk Factors) of our Annual Report. This quarterly report on Form 10-Q contains forward-looking statements that involve risks and uncertainties. See “Cautionary Note Regarding Forward-Looking Statements,” above. Our actual results could differ materially from those contained in the forward-looking statements. Factors that may cause such differences include, but are not limited to, those discussed below, as well as those discussed elsewhere in this quarterly report on Form 10-Q and in our Annual Report. Additional risks and uncertainties that management is not aware of or that are currently deemed immaterial may also adversely affect our business operations. If any of the following risks materialize, our business, financial condition and results of operations could be materially adversely affected. We undertake no obligations to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

The series of waivers previously obtained under our credit facilities have expired and we have not yet agreed to a recapitalization transaction with our Second Lien Lender.

As discussed under Item 2 - Management’s Discussion and Analysis of Financial Condition and Results of Operations above, as of July 14, 2017, the waivers previously obtained from the First Lien Lenders and Second Lien Lender expired, resulting in the reinstatement of the previously waived events of default under such credit facilities. We continue to pursue, but have not yet obtained, further waivers from the lenders under our credit facilities, but in the interim have been permitted to continue to borrow funds under the First Lien Credit Agreement. There can be no assurance, however, that we will continue to be permitted to borrow under the First Lien Credit Agreement pending receipt of applicable waivers, or that we will be able to obtain waivers on terms acceptable to us, or at all. In this regard, the First Lien Lenders have reserved their rights relative to the pending defaults and have instituted a $15 million availability reserve on our borrowing ability. If the First Lien Lenders do not continue to permit us to borrow funds during the pendency of the existing events of default and impose additional availability reserves or other borrowing limitations, we may be unable to continue to operate our business in the ordinary course, to pay our ordinary and current expenses, and to continue as a going concern.

Unless we are able to restructure or refinance our indebtedness, or complete a consensual recapitalization transaction with our second lien lender, we may need to seek protection under applicable bankruptcy laws.

As discussed under Item 2 - Management’s Discussion and Analysis of Financial Condition and Results of Operations above, as of July 14, 2017, the waivers previously obtained from the First Lien Lenders and Second Lien Lender expired, resulting in the reinstatement of the previously waived events of default under such credit facilities. Our prior series of waivers under our credit facilities, among other things, require us to consummate a recapitalization transaction of our second lien debt in order to avoid a further default. Failure to enter into such a recapitalization transaction or to otherwise restructure or refinance our debt could result in our need to voluntarily seek protection under applicable bankruptcy laws. There can be no assurance that we can reach agreement as to such a consensual recapitalization or otherwise successfully restructure or refinance our debt in a timely manner or at all. In such event, we may need to voluntarily seek protection under applicable bankruptcy laws. The bankruptcy process could result in a significant or complete loss of value to the holders of our preferred stock and common stock.

A default under our indebtedness (which is not waived) may have a material adverse effect on our financial condition.

In the event of a default under our indebtedness, which is not waived by our lenders, our lenders generally would be able to declare all of the indebtedness under such facilities, together with accrued interest, to be due and payable. In addition, borrowings under our First Lien Credit Agreement are secured by a first-priority lien on substantially all of the assets of Lower Lakes Towing, Lower Lakes Transportation, Grand River, Black Creek and the other guarantors and, in the event of a default under that facility, the First Lien Lenders generally would be entitled to seize the collateral, including assets which are necessary to operate our business. Borrowings under our Second Lien Credit Agreement are secured by a second-priority lien on all of the assets of Lower Lakes Towing, Lower Lakes Transportation, Grand River, Black Creek and the other guarantors. Subject to the terms of the Intercreditor Agreement between the First Lien Lenders and Second Lien Lender, in the event of a default under our Second Lien Credit Agreement, the Second Lien Lenders generally would be entitled to seize the collateral, including assets which are necessary to operate our business. In addition, default under one debt instrument within our credit facilities could in turn permit lenders under other debt instruments to declare borrowings outstanding under those other instruments to be due and payable pursuant to cross default and cross acceleration clauses. Moreover, upon the occurrence of an event of default under our credit facilities, the commitment of the lenders to make any further loans to us could be terminated. Accordingly, the occurrence of a default under any debt instrument, unless cured or waived, may have a material adverse effect on our results of operations. As discussed under Item 2 - Management’s Discussion and Analysis of Financial Condition and Results of Operations above, as of July 14, 2017, the waivers previously obtained from the First Lien Lenders and Second Lien Lender expired, resulting in the reinstatement of the previously waived events of default under the First Lien Credit Agreement and Second Lien Credit Agreement, respectively.

Our credit facilities contain restrictive covenants that limit our liquidity and corporate activities.

The terms of our credit facilities require us to meet certain financial covenants that are customary with these types of credit facilities and also contain affirmative covenants and events of default, including payment defaults, covenant defaults and cross defaults. If an event of default occurs such as has now occurred, the agent, under each of our credit agreements, would be entitled to take various actions, including the acceleration of amounts due under the outstanding credit facilities.

The credit facilities also contain certain negative covenants, including those that restrict our ability, and that of our subsidiaries, to engage in certain transactions and may impair our ability to respond to changing business and economic conditions, including, among other things, limitations on our ability to:


•	incur additional indebtedness;


•	create additional liens on our assets;


•	sell or acquire assets or businesses;


•	change the nature of our businesses;


•	make investments;


•	engage in mergers or acquisitions or transactions with related parties; or


•	pay dividends.

Therefore, we will need to seek permission from our lenders in order to engage in some corporate actions. Our lenders' interests may be different from ours and no assurance can be given that we will be able to obtain our lenders' permission when needed. This may prevent us from taking actions that are in our best interest. In addition, as discussed under Item 2 - Management’s Discussion and Analysis of Financial Condition and Results of Operations above, our prior series of waivers under our credit facilities, among other things, require us to consummate a recapitalization transaction with our Second Lien Lender. Our discussions with the Second Lien Lender with respect to a potential recapitalization transaction have continued, but the terms of a potential recapitalization transaction have not yet been agreed upon. There can be no assurance that we will be able to reach an agreement with respect to a recapitalization transaction in a timely manner or at all. In this regard, our board of directors has determined to expand its evaluation of strategic alternatives available to us, and we have engaged a financial advisor to assist in such evaluation.


Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.

None.


Item 3.	Defaults Upon Senior Securities.

None.


Item 4.	Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

As of July 14, 2017, the waivers previously obtained from the First Lien Lenders and Second Lien Lender expired, resulting in the reinstatement of the previously waived events of default under the First Lien Credit Agreement and Second Lien Credit Agreement, respectively. We continue to pursue, but have not yet obtained, further waivers from the First Lien Lenders or Second Lien Lender, but in the interim have been permitted to continue to borrow funds under the First Lien Credit Agreement. There can be no assurance, however, that we will continue to be permitted to borrow under the First Lien Credit Agreement pending receipt of applicable waivers, or that we will be able to obtain waivers on terms acceptable to us, or at all. In this regard, the First Lien Lenders have reserved their rights relative to the pending defaults and have instituted a $15 million availability reserve on our borrowing ability. Assuming the First Lien Lenders continue to permit us to borrow funds during the pendency of the existing events of default and that no additional availability reserves or other borrowing limitations are imposed, our management believes that funds available to us from operations together with funds available for borrowing under the First Lien Credit Agreement will be sufficient for us to continue to operate our business in the ordinary course, to pay our ordinary and current expenses, and to continue as a going concern.


Item 6.	Exhibits.

(a) Exhibits



31.1†	Chief Executive Officer's Certificate, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2†	Chief Financial Officer's Certificate, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1***	Chief Executive Officer's Certificate, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2***	Chief Financial Officer's Certificate, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS†	XBRL Instance Document

101.SCH†	XBRL Taxonomy Extension Schema Document

101.CAL†	XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF†	XBRL Taxonomy Extension Definition Linkbase Document

101.LAB†	XBRL Taxonomy Extension Label Linkbase Document

101.PRE†	XBRL Taxonomy Extension Presentation Linkbase Document

*Indicates management contract or compensatory plan, contract or arrangement.
† Filed herewith.
*** Furnished herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



		RAND LOGISTICS, INC.

Date:	August 14, 2017	/s/ Edward Levy
		Edward Levy
		President, Chief Executive Officer and Director
		(Principal Executive Officer)

Date:	August 14, 2017	/s/ Mark S. Hiltwein
		Mark S. Hiltwein
		Chief Financial Officer
		(Principal Financial Officer)

Exhibit Index



31.1†	Chief Executive Officer's Certificate, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2†	Chief Financial Officer's Certificate, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1***	Chief Executive Officer's Certificate, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2***	Chief Financial Officer's Certificate, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS†	XBRL Instance Document

101.SCH†	XBRL Taxonomy Extension Schema Document

101.CAL†	XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF†	XBRL Taxonomy Extension Definition Linkbase Document

101.LAB†	XBRL Taxonomy Extension Label Linkbase Document

101.PRE†	XBRL Taxonomy Extension Presentation Linkbase Document

*Indicates management contract or compensatory plan, contract or arrangement.
† Filed herewith.
*** Furnished herewith.

Rand Logistics, Inc. - FORM 10-Q - August 14, 2017

Attached files

Rand Logistics, Inc. Reports