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GENERAL INFORMATIO
1 - GENERAL INFORMATION
The accompanying condensed consolidated financial statements include the accounts of Genco Shipping & Trading Limited (“GS&T”), its wholly-owned subsidiaries, and its wholly-owned indirect subsidiary, Baltic Trading Limited (collectively, the “Company”). The Company is engaged in the ocean transportation of drybulk cargoes worldwide through the ownership and operation of drybulk carrier vessels. GS&T is incorporated under the laws of the Marshall Islands and as of September 30, 2015, is the sole owner of all of the outstanding shares of the following subsidiaries: Genco Ship Management LLC; Genco Investments LLC; Genco RE Investments LLC; and the ship-owning subsidiaries as set forth below. As of September 30, 2015, Genco Ship Management LLC is the sole owner of all of the outstanding shares of Genco Management (USA) Limited.
Bankruptcy Filing
On April 21, 2014 (the “Petition Date”), GS&T and its subsidiaries other than Baltic Trading Limited (“Baltic Trading”) and its subsidiaries (collectively, the “Debtors”) filed voluntary petitions for relief (the “Chapter 11 Cases”) under Chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”). The Debtors continued to operate their businesses in the ordinary course as “debtors-in-possession” under the jurisdiction of the Bankruptcy Court in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court. Through the Chapter 11 Cases, the Debtors implemented a Prepackaged Plan of Reorganization of the Debtors Pursuant to Chapter 11 of the Bankruptcy Code (the “Prepack Plan”) for which the Company solicited votes from certain classes of its creditors prior to commencement of the Chapter 11 Cases in accordance with the Restructuring Support Agreement that the Debtors entered into with certain of its creditors on April 3, 2014. The Company subsequently emerged from bankruptcy on July 9, 2014 (the “Effective Date”). Refer to the financial statements and notes thereto included in the Company’s annual report on Form 10-K for the year ended December 31, 2014, as amended, for further detail regarding the bankruptcy filing.
Merger Agreement with Baltic Trading
On April 7, 2015, the Company entered into a definitive merger agreement with Baltic Trading under which the Company acquired Baltic Trading in a stock-for-stock transaction (the “Merger”). Under the terms of the agreement, Baltic Trading became an indirect wholly-owned subsidiary of the Company, and Baltic Trading shareholders (other than the Company and its subsidiaries) received 0.216 shares of the Company’s common stock for each share of Baltic Trading’s common stock they owned at closing, with fractional shares settled in cash. Upon consummation of the transaction on July 17, 2015, the Company’s shareholders owned approximately 84.5% of the combined company, and former Baltic Trading’s shareholders (other than the Company and its subsidiaries) owned approximately 15.5% of the combined company. Shares of Baltic Trading’s Class B stock (all of which were owned by the Company) were canceled in the Merger. The Company’s common stock began trading on the New York Stock Exchange after consummation of the transaction on July 20, 2015.The Boards of Directors of both the Company and Baltic Trading established independent special committees to review the transaction and negotiate the terms on behalf of their respective companies. Both independent special committees unanimously approved the transaction. The Boards of Directors of both companies approved the Merger by unanimous vote of directors present and voting, with Peter C. Georgiopoulos, Chairman of the Board of each company, recused for the vote. The Merger was approved on July 17, 2015 at the 2015 Annual Meeting of Shareholders (the “Annual Meeting”).
Prior to the completion of the Merger, the Company prepared its condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and consolidated the operations of Baltic Trading. The Baltic Trading common shares that the Company acquired in the Merger were previously recognized as a noncontrolling interest in the condensed consolidated financial statements of the Company. Under U.S. GAAP, changes in a parent’s ownership interest in a subsidiary that do not result in the parent losing control of the subsidiary are considered equity transactions (i.e. transactions with owners in their capacity as owners) with any difference between the amount by which the noncontrolling interest is adjusted and the fair value of the consideration paid attributed to the equity of the parent. Accordingly, any difference between the fair value of the Company’s common shares issued in exchange for Baltic Trading common shares pursuant to the Merger is reflected as an adjustment to the equity in the Company. No gain or loss has been recognized in the Company’s Condensed Consolidated Statement of Comprehensive Income (Loss) upon completion of the transaction.
Acquisition of Baltic Lion and Baltic Tiger
Additionally, on April 7, 2015, the Company entered into an agreement under which the Company acquired all of the shares of two single-purpose vessel owning entities that were wholly owned by Baltic Trading, each of which owns one Capesize drybulk vessel, specifically the Baltic Lion and Baltic Tiger, for an aggregate purchase price of $68,500, subject to reduction for $40,563 of outstanding first-mortgage debt of such single-purpose entities that is to be guaranteed by the Company. For further details, refer to the “Impairment of vessel assets” Section in Note 2 — Summary of Significant Accounting Policies. These transactions, which closed on April 8, 2015, were accounted for pursuant to accounting guidance under ASC 805, “Business Combinations”, for transactions amongst entities under common control. Accordingly, the difference between the cash paid to Baltic Trading and the Company’s carrying value of the Baltic Lion and Baltic Tiger as of the closing date of $590 is reflected as an adjustment to Additional paid-in capital in the Condensed Consolidated Statements of Equity during the nine months ended September 30, 2015. The independent special committees of both companies’ Boards of Directors reviewed and approved these transactions.
Financial Statement Presentation
Upon the Company’s emergence from the Chapter 11 Cases on July 9, 2014, the Company adopted fresh-start reporting in accordance with provisions of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 852, “Reorganizations” (“ASC 852”). Upon adoption of fresh-start reporting, the Company’s assets and liabilities were recorded at their value as of the fresh-start reporting date. The fair values of the Company’s assets and liabilities in conformance with ASC 805, “Business Combinations,” as of that date differed materially from the recorded values of its assets and liabilities as reflected in its historical consolidated financial statements. In addition, the Company’s adoption of fresh-start reporting may materially affect its results of operations following the fresh-start reporting dates, as the Company will have a new basis in its assets and liabilities. Consequently, the Company’s historical financial statements may not be reliable indicators of its financial condition and results of operations for any period after it adopted fresh-start reporting. As a result of the adoption of fresh-start reporting, the Company’s consolidated balance sheets and consolidated statements of operations subsequent to July 9, 2014 will not be comparable in many respects to our consolidated balance sheets and consolidated statements of operations prior to July 9, 2014. References to “Successor Company” refer to the Company after July 9, 2014, after giving effect to the application of fresh-start reporting. References to “Predecessor Company” refer to the Company prior to July 9, 2014.
Under ASC 852, fresh-start reporting is required upon emergence from Chapter 11 if (i) the value of the assets of the emerging entity immediately before the date of confirmation is less than the total of all post-petition liabilities and allowed claims; and (ii) holders of existing voting shares immediately before confirmation receive less than 50% of the voting shares of the emerging entity. Accordingly, the Company qualified for and adopted fresh-start reporting as of the Effective Date. Adopting fresh-start reporting results in a new reporting entity with no beginning retained earnings or deficit. The cancellation of all existing shares outstanding on the Effective Date and issuance of new shares of the reorganized entity caused a related change of control of the Company under ASC 852.
The following fresh-start balance sheet illustrates the financial effects on the Company of the implementation of the Plan and the adoption of fresh-start reporting. This fresh-start balance sheet reflects the effect of the completion of the transactions included in the Plan, including the issuance of equity and the settlement of old indebtedness.
The effects of the Plan and fresh-start reporting on the Company’s consolidated balance sheet (as restated) are as follows:
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Fresh-Start Adjustments |
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Predecessor |
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Debt Discharge |
|
Reinstatement |
|
Revaluation of |
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Successor |
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Assets |
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Current assets: |
|
|
|
|
|
|
|
|
|
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Cash and cash equivalents |
|
$ |
48,551 |
|
$ |
87,526 |
|
$ |
— |
|
$ |
— |
|
$ |
136,077 |
|
|
Restricted cash |
|
9,975 |
|
— |
|
— |
|
— |
|
9,975 |
|
|||||
|
Due from charterers, net |
|
13,194 |
|
— |
|
— |
|
— |
|
13,194 |
|
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Prepaid expenses and other current assets |
|
30,800 |
|
— |
|
— |
|
(41 |
) |
30,759 |
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Time charters acquired |
|
— |
|
— |
|
— |
|
450 |
|
450 |
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
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Total current assets |
|
102,520 |
|
87,526 |
|
— |
|
409 |
|
190,455 |
|
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|
|
|
|
|
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|
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Noncurrent assets: |
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|
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|
|
|
|
|
|
|
|
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|
Vessels, net |
|
2,604,731 |
|
— |
|
— |
|
(1,065,882 |
) |
1,538,849 |
|
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|
Deposits on vessels |
|
28,658 |
|
— |
|
— |
|
2,317 |
|
30,975 |
|
|||||
|
Deferred drydock, net |
|
16,584 |
|
— |
|
— |
|
(16,396 |
) |
188 |
|
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|
Deferred financing costs, net |
|
18,953 |
|
(11,893 |
) |
— |
|
— |
|
7,060 |
|
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|
Fixed assets, net |
|
4,053 |
|
— |
|
— |
|
(3,443 |
) |
610 |
|
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|
Other noncurrent assets |
|
514 |
|
— |
|
— |
|
— |
|
514 |
|
|||||
|
Restricted cash |
|
300 |
|
— |
|
— |
|
— |
|
300 |
|
|||||
|
Investments |
|
51,804 |
|
— |
|
— |
|
— |
|
51,804 |
|
|||||
|
Goodwill |
|
— |
|
— |
|
— |
|
166,067 |
|
166,067 |
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
Total noncurrent assets |
|
2,725,597 |
|
(11,893 |
) |
— |
|
(917,337 |
) |
1,796,367 |
|
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|
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|
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|
|
|
|
|
|
|
|
|
|
|
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|
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|
Total assets |
|
$ |
2,828,117 |
|
$ |
75,633 |
|
$ |
— |
|
$ |
(916,928 |
) |
$ |
1,986,822 |
|
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Liabilities and Equity |
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Current liabilities not subject to compromise: |
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Accounts payable and accrued expenses |
|
$ |
60,333 |
|
$ |
(1,086 |
) |
$ |
6,478 |
|
$ |
— |
|
$ |
65,725 |
|
|
Current portion of long-term debt |
|
4,250 |
|
— |
|
27,992 |
|
— |
|
32,242 |
|
|||||
|
Deferred revenue |
|
997 |
|
— |
|
— |
|
— |
|
997 |
|
|||||
|
Time charters acquired |
|
16 |
|
— |
|
— |
|
(16 |
) |
— |
|
|||||
|
|
|
|
|
|
|
|
|
|
|
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|
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|
Total current liabilities not subject to compromise |
|
65,596 |
|
(1,086 |
) |
34,470 |
|
(16 |
) |
98,964 |
|
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|
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|
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|
|||||
|
|
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|
|
|
|
|
|
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|
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|
Noncurrent liabilities not subject to compromise: |
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Long-term lease obligations |
|
2,670 |
|
— |
|
— |
|
(2,670 |
) |
— |
|
|||||
|
Long-term debt |
|
161,500 |
|
— |
|
214,289 |
|
— |
|
375,789 |
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Total noncurrent liabilities not subject to compromises |
|
164,170 |
|
— |
|
214,289 |
|
(2,670 |
) |
375,789 |
|
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|
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|
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|
Total liabilities subject to compromise |
|
1,443,446 |
|
(1,194,687 |
) |
(248,759 |
) |
— |
|
— |
|
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|
|
|
|
|
|
|
|
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|
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|
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|
Total liabilities |
|
1,673,212 |
|
(1,195,773 |
) |
— |
|
(2,686 |
) |
474,753 |
|
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Equity: |
|
|
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|
|
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|
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|
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Genco Shipping & Trading Limited shareholders’ equity: |
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Predecessor Common stock |
|
445 |
|
(445 |
) |
— |
|
— |
|
— |
|
|||||
|
Predecessor Additional paid-in capital |
|
849,130 |
|
(849,130 |
) |
— |
|
— |
|
— |
|
|||||
|
Successor Common stock |
|
— |
|
603 |
|
— |
|
— |
|
603 |
|
|||||
|
Successor Additional paid-in capital |
|
— |
|
1,232,397 |
|
— |
|
— |
|
1,232,397 |
|
|||||
|
Accumulated other comprehensive income |
|
30,357 |
|
(30,357 |
) |
— |
|
— |
|
— |
|
|||||
|
Retained (deficit) earnings |
|
(57,463 |
) |
918,338 |
|
— |
|
(860,875 |
) |
— |
|
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|
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|
|
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|
|
|
|
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Total Genco Shipping & Trading Limited shareholders’ equity |
|
822,469 |
|
1,271,406 |
|
— |
|
(860,875 |
) |
1,233,000 |
|
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|
|
|
|
|
|
|
|
|
|
|
|
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|
Noncontrolling interest |
|
332,436 |
|
— |
|
— |
|
(53,367 |
) |
279,069 |
|
|||||
|
|
|
|
|
|
|
|
|
|
|
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|
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|
Total equity |
|
1,154,905 |
|
1,271,406 |
|
— |
|
(914,242 |
) |
1,512,069 |
|
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|
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|
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|
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|
|
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|
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|
Total liabilities and equity |
|
$ |
2,828,117 |
|
$ |
75,633 |
|
$ |
— |
|
$ |
(916,928 |
) |
$ |
1,986,822 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) |
Debt Discharge and Equity Issuance — This column reflects the following adjustments pursuant to the Plan: |
|
1. |
Items comprising the net gain on settlement of liabilities subject to compromise in exchange for equity issuance — see Note 18. |
|
|
|
Predecessor |
|
|
|
|
|
Period from |
|
|
|
Discharge of the outstanding debt under the 2007 Credit Facility |
|
$ |
1,055,912 |
|
|
Discharge of the long-term interest payable due pursuant to the 2007 Credit Facility |
|
13,199 |
|
|
|
Discharge of the 2010 Notes liability |
|
117,473 |
|
|
|
Discharge of coupon interest on the 2010 Notes liability |
|
1,105 |
|
|
|
The elimination of deferred financing fees associated with the discharged obligations |
|
(15,383 |
) |
|
|
The elimination of accumulated other comprehensive income related to interest rate swaps associated with the discharged obligations |
|
(4,574 |
) |
|
|
Issuance of Successor common stock |
|
(1,133,900 |
) |
|
|
Net gain on the discharge of Predecessor liabilities related to liabilities subject to compromise and associated issuance of Successor equity |
|
$ |
33,832 |
|
|
2. |
Other items associated with the settlement of liabilities subject to compromise: |
|
· |
The payment of interest expense accrued up to the Effective Date of $1,772, $59 and $156 for the 2007 Credit Facility, the $100 Million Term Loan Facility and the $253 Million Term Loan Facility, respectively. |
|
· |
The pay down on the Effective Date of $1,923 and $5,075 for the $100 Million Term Loan Facility and $253 Million Term Loan Facility, respectively, which were due on the Effective Date as they were not paid during the pendency of the Chapter 11 Cases. |
|
· |
The payment of deferred financing fees of $3,490 for the Amended and Restated $100 Million and $253 Million Term Loan Facilities. |
|
3. |
The reclassification to retained (deficit) earnings of $34,931 related to the gain associated with the Company’s investments. |
|
4. |
The reclassification of $900 of initial equity to accounts payable that represents the estimated amount of the notes discharged that will be paid in cash to non-accredited investors. |
|
5. |
The reclassification to retained (deficit) earnings of the Predecessor common stock of $445 and Predecessor additional paid in capital of $849,130. |
|
6. |
Receipt of the proceeds of the $100,000 rights offering pursuant to the Plan. |
|
(b) |
Reinstatement of Liabilities — This column reflects the reinstatement of the remaining Liabilities subject to compromise for the Predecessor Company which were not already adjusted in the Debt Discharge and Equity Issuance column. It includes the following adjustments: |
|
· |
The reclassification of the debt outstanding under the Amended and Restated $100 Million Term Loan Facility. This includes $7,692 of current long-term debt and $63,946 of long-term debt. |
|
· |
The reclassification of the debt outstanding under the Amended and Restated $253 Million Term Loan Facility. This includes $20,300 of current long-term debt and $150,343 of long-term debt. |
|
· |
The reinstatement of $5,622 related to the termination of the interest rate swap agreement with DNB Bank ASA. |
|
· |
The reinstatement of the $815 lease obligation. |
|
· |
The reinstatement of $41 of pre-petition accounts payable due to vendors in the United States. |
|
(c) |
Revaluation of Assets and Liabilities — Fresh-start reporting adjustments are made to reflect asset values at their estimated fair value, including: |
|
· |
Adjustment of $179 to prepaid amounts for the Predecessor Company. |
|
· |
Adjustment to reflect the fair value of time charters acquired of $434. |
|
· |
Adjustment of $1,083,404 to reflect the fair value of vessel assets, vessel deposits, drydocking assets and other fixed assets as of the Effective Date. The portion of the asset revaluation associated with Baltic Trading’s noncontrolling interest in the amount of $74,355 was reflected as a reduction of noncontrolling interest. |
|
· |
Adjustment of $2,670 to reflect the fair value of the Company’s current lease agreement, which was previously recorded as long-term lease obligations. As of the Effective Date, the lease agreement has been valued at below market; therefore, we have recorded in “Prepaid expenses and other current assets” an asset of $138, which will be amortized over the remaining life of the lease agreement. |
|
· |
Goodwill in the amount of $166,067 was recognized, which represents the portion of the total reorganization value that was not attributed to specific tangible or identifiable intangible assets. The portion of the goodwill recognized in relation to Baltic Trading noncontrolling interest in the amount of $24,022 was reflected as an increase in noncontrolling interest. A summary of the allocation of the reorganization value to the fair value of the Successor Company net assets, including goodwill, is as follows: |
|
|
|
|
|
Total |
|
||
|
Reorganization Value |
|
|
|
|
|
||
|
Value of shares issued to pre-petition claimants |
|
$ |
1,133,000 |
|
|
|
|
|
Proceeds of rights offering |
|
100,000 |
|
$ |
1,233,000 |
|
|
|
|
|
|
|
|
|
|
|
|
Estimated fair value of debt |
|
|
|
|
|
||
|
Current portion of long-term debt |
|
32,242 |
|
|
|
||
|
Long term debt |
|
375,789 |
|
408,031 |
|
||
|
|
|
|
|
|
|
||
|
Estimated fair value of non-debt liabilities |
|
|
|
|
|
||
|
Deferred revenue |
|
997 |
|
|
|
||
|
Accounts payable and accrued expenses |
|
65,725 |
|
66,722 |
|
||
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
|
Noncontrolling interest |
|
|
|
279,069 |
|
||
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
|
Reorganization value of assets |
|
|
|
1,986,822 |
|
||
|
|
|
|
|
|
|
||
|
Estimated fair value of assets (excluding goodwill) (a) |
|
|
|
(1,820,755 |
) |
||
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
|
Reorganization value of assets in excess of fair value — goodwill (b) |
|
|
|
$ |
166,067 |
|
|
|
|
|
|
|
|
|
|
|
|
(a) |
Estimated fair value of assets (excluding goodwill) consists of: |
|
Total current assets |
|
$ |
190,455 |
|
|
Vessels, net |
|
1,538,849 |
|
|
|
Deposits on vessels |
|
30,975 |
|
|
|
Deferred drydock, net |
|
188 |
|
|
|
Deferred financing costs, net |
|
7,060 |
|
|
|
Fixed assets, net |
|
610 |
|
|
|
Other noncurrent assets |
|
514 |
|
|
|
Restricted cash |
|
300 |
|
|
|
Investments |
|
51,804 |
|
|
|
Total assets excluding goodwill |
|
$ |
1,820,755 |
|
|
(b) |
The goodwill recognized by the Predecessor Company during the period from January 1 to July 9, 2014 was subsequently deemed impaired during the three months ended December 31, 2014. |
|
· |
The total reduction of $53,367 in noncontrolling interest is due to the adjustment of the fair value of the noncontrolling interest derived from the Baltic Trading asset revaluation and goodwill described above and an additional revaluation adjustment of $3,034. The revalued noncontrolling interest was determined based on a relative fair value allocation of Baltic Trading’s estimated equity value as July 8, 2014, which multiplied the percentage of Baltic Trading’s equity ownership attributable to non-controlling interests by the estimated equity value of Baltic Trading as of such date. The estimated equity value of Baltic Trading as of such date was determined by multiplying the closing price of Baltic Trading’s publicly traded common stock by the total number of shares of Baltic Trading’s common stock and Class B stock outstanding on July 8, 2014. |
Other General Information
Baltic Trading was a wholly-owned indirect subsidiary of GS&T until Baltic Trading completed its initial public offering, or IPO, on March 15, 2010. As of December 31, 2014, Genco Investments LLC owned 6,356,471 shares of Baltic Trading’s Class B Stock, which represented a 10.85% ownership interest in Baltic Trading and 64.60% of the aggregate voting power of Baltic Trading’s outstanding shares of voting stock. As a result of the Merger, Baltic Trading once again became a wholly-owned indirect subsidiary of GS&T.
Below is the list of the Company’s wholly owned ship-owning subsidiaries as of September 30, 2015:
|
Wholly Owned Subsidiaries |
|
Vessel Acquired |
|
Dwt |
|
Delivery Date |
|
Year Built |
|
|
|
|
|
|
|
|
|
|
|
|
|
Genco Reliance Limited |
|
Genco Reliance |
|
29,952 |
|
12/6/04 |
|
1999 |
|
|
Genco Vigour Limited |
|
Genco Vigour |
|
73,941 |
|
12/15/04 |
|
1999 |
|
|
Genco Explorer Limited |
|
Genco Explorer |
|
29,952 |
|
12/17/04 |
|
1999 |
|
|
Genco Carrier Limited |
|
Genco Carrier |
|
47,180 |
|
12/28/04 |
|
1998 |
|
|
Genco Sugar Limited |
|
Genco Sugar |
|
29,952 |
|
12/30/04 |
|
1998 |
|
|
Genco Pioneer Limited |
|
Genco Pioneer |
|
29,952 |
|
1/4/05 |
|
1999 |
|
|
Genco Progress Limited |
|
Genco Progress |
|
29,952 |
|
1/12/05 |
|
1999 |
|
|
Genco Wisdom Limited |
|
Genco Wisdom |
|
47,180 |
|
1/13/05 |
|
1997 |
|
|
Genco Success Limited |
|
Genco Success |
|
47,186 |
|
1/31/05 |
|
1997 |
|
|
Genco Beauty Limited |
|
Genco Beauty |
|
73,941 |
|
2/7/05 |
|
1999 |
|
|
Genco Knight Limited |
|
Genco Knight |
|
73,941 |
|
2/16/05 |
|
1999 |
|
|
Genco Leader Limited |
|
Genco Leader |
|
73,941 |
|
2/16/05 |
|
1999 |
|
|
Genco Marine Limited |
|
Genco Marine |
|
45,222 |
|
3/29/05 |
|
1996 |
|
|
Genco Prosperity Limited |
|
Genco Prosperity |
|
47,180 |
|
4/4/05 |
|
1997 |
|
|
Genco Muse Limited |
|
Genco Muse |
|
48,913 |
|
10/14/05 |
|
2001 |
|
|
Genco Acheron Limited |
|
Genco Acheron |
|
72,495 |
|
11/7/06 |
|
1999 |
|
|
Genco Surprise Limited |
|
Genco Surprise |
|
72,495 |
|
11/17/06 |
|
1998 |
|
|
Genco Augustus Limited |
|
Genco Augustus |
|
180,151 |
|
8/17/07 |
|
2007 |
|
|
Genco Tiberius Limited |
|
Genco Tiberius |
|
175,874 |
|
8/28/07 |
|
2007 |
|
|
Genco London Limited |
|
Genco London |
|
177,833 |
|
9/28/07 |
|
2007 |
|
|
Genco Titus Limited |
|
Genco Titus |
|
177,729 |
|
11/15/07 |
|
2007 |
|
|
Genco Challenger Limited |
|
Genco Challenger |
|
28,428 |
|
12/14/07 |
|
2003 |
|
|
Genco Charger Limited |
|
Genco Charger |
|
28,398 |
|
12/14/07 |
|
2005 |
|
|
Genco Warrior Limited |
|
Genco Warrior |
|
55,435 |
|
12/17/07 |
|
2005 |
|
|
Genco Predator Limited |
|
Genco Predator |
|
55,407 |
|
12/20/07 |
|
2005 |
|
|
Genco Hunter Limited |
|
Genco Hunter |
|
58,729 |
|
12/20/07 |
|
2007 |
|
|
Genco Champion Limited |
|
Genco Champion |
|
28,445 |
|
1/2/08 |
|
2006 |
|
|
Genco Constantine Limited |
|
Genco Constantine |
|
180,183 |
|
2/21/08 |
|
2008 |
|
|
Genco Raptor LLC |
|
Genco Raptor |
|
76,499 |
|
6/23/08 |
|
2007 |
|
|
Genco Cavalier LLC |
|
Genco Cavalier |
|
53,617 |
|
7/17/08 |
|
2007 |
|
|
Genco Thunder LLC |
|
Genco Thunder |
|
76,588 |
|
9/25/08 |
|
2007 |
|
|
Genco Hadrian Limited |
|
Genco Hadrian |
|
169,694 |
|
12/29/08 |
|
2008 |
|
|
Genco Commodus Limited |
|
Genco Commodus |
|
169,025 |
|
7/22/09 |
|
2009 |
|
|
Genco Maximus Limited |
|
Genco Maximus |
|
169,025 |
|
9/18/09 |
|
2009 |
|
|
Genco Claudius Limited |
|
Genco Claudius |
|
169,025 |
|
12/30/09 |
|
2010 |
|
|
Genco Bay Limited |
|
Genco Bay |
|
34,296 |
|
8/24/10 |
|
2010 |
|
|
Genco Ocean Limited |
|
Genco Ocean |
|
34,409 |
|
7/26/10 |
|
2010 |
|
|
Genco Avra Limited |
|
Genco Avra |
|
34,391 |
|
5/12/11 |
|
2011 |
|
|
Genco Mare Limited |
|
Genco Mare |
|
34,428 |
|
7/20/11 |
|
2011 |
|
|
Genco Spirit Limited |
|
Genco Spirit |
|
34,432 |
|
11/10/11 |
|
2011 |
|
|
Genco Aquitaine Limited |
|
Genco Aquitaine |
|
57,981 |
|
8/18/10 |
|
2009 |
|
|
Genco Ardennes Limited |
|
Genco Ardennes |
|
57,981 |
|
8/31/10 |
|
2009 |
|
|
Genco Auvergne Limited |
|
Genco Auvergne |
|
57,981 |
|
8/16/10 |
|
2009 |
|
|
Genco Bourgogne Limited |
|
Genco Bourgogne |
|
57,981 |
|
8/24/10 |
|
2010 |
|
|
Genco Brittany Limited |
|
Genco Brittany |
|
57,981 |
|
9/23/10 |
|
2010 |
|
|
Genco Languedoc Limited |
|
Genco Languedoc |
|
57,981 |
|
9/29/10 |
|
2010 |
|
|
Genco Loire Limited |
|
Genco Loire |
|
53,416 |
|
8/4/10 |
|
2009 |
|
|
Genco Lorraine Limited |
|
Genco Lorraine |
|
53,416 |
|
7/29/10 |
|
2009 |
|
|
Genco Normandy Limited |
|
Genco Normandy |
|
53,596 |
|
8/10/10 |
|
2007 |
|
|
Genco Picardy Limited |
|
Genco Picardy |
|
55,257 |
|
8/16/10 |
|
2005 |
|
|
Genco Provence Limited |
|
Genco Provence |
|
55,317 |
|
8/23/10 |
|
2004 |
|
|
Genco Pyrenees Limited |
|
Genco Pyrenees |
|
57,981 |
|
8/10/10 |
|
2010 |
|
|
Genco Rhone Limited |
|
Genco Rhone |
|
58,018 |
|
3/29/11 |
|
2011 |
|
|
Baltic Lion Limited |
|
Baltic Lion |
|
179,185 |
|
4/8/15 (1) |
|
2012 |
|
|
Baltic Tiger Limited |
|
Genco Tiger |
|
179,185 |
|
4/8/15 (1) |
|
2011 |
|
|
Baltic Leopard Limited |
|
Baltic Leopard |
|
53,447 |
|
4/8/10 (2) |
|
2009 |
|
|
Baltic Panther Limited |
|
Baltic Panther |
|
53,351 |
|
4/29/10 (2) |
|
2009 |
|
|
Baltic Cougar Limited |
|
Baltic Cougar |
|
53,432 |
|
5/28/10 (2) |
|
2009 |
|
|
Wholly Owned Subsidiaries |
|
Vessel Acquired |
|
Dwt |
|
Delivery Date |
|
Year Built |
|
|
|
|
|
|
|
|
|
|
|
|
|
Baltic Jaguar Limited |
|
Baltic Jaguar |
|
53,474 |
|
5/14/10 (2) |
|
2009 |
|
|
Baltic Bear Limited |
|
Baltic Bear |
|
177,717 |
|
5/14/10 (2) |
|
2010 |
|
|
Baltic Wolf Limited |
|
Baltic Wolf |
|
177,752 |
|
10/14/10 (2) |
|
2010 |
|
|
Baltic Wind Limited |
|
Baltic Wind |
|
34,409 |
|
8/4/10 (2) |
|
2009 |
|
|
Baltic Cove Limited |
|
Baltic Cove |
|
34,403 |
|
8/23/10 (2) |
|
2010 |
|
|
Baltic Breeze Limited |
|
Baltic Breeze |
|
34,386 |
|
10/12/10 (2) |
|
2010 |
|
|
Baltic Fox Limited |
|
Baltic Fox |
|
31,883 |
|
9/6/13 (2) |
|
2010 |
|
|
Baltic Hare Limited |
|
Baltic Hare |
|
31,887 |
|
9/5/13 (2) |
|
2009 |
|
|
Baltic Hornet Limited |
|
Baltic Hornet |
|
63,574 |
|
10/29/14 (2) |
|
2014 |
|
|
Baltic Wasp Limited |
|
Baltic Wasp |
|
63,389 |
|
1/2/15 (2) |
|
2015 |
|
|
Baltic Scorpion Limited |
|
Baltic Scorpion |
|
63,462 |
|
8/6/15 (2) |
|
2015 |
|
|
Baltic Mantis Limited |
|
Baltic Mantis |
|
63,470 |
|
10/9/15 (2) |
|
2015 |
|
|
(1) |
The delivery date for these vessels represents the date that the vessel was purchased from Baltic Trading. |
|
(2) |
The delivery date for these vessels represents the date that Baltic Trading purchased the vessel. |
The Company provides technical services for drybulk vessels purchased by Maritime Equity Partners LLC (“MEP”). Peter C. Georgiopoulos, Chairman of the Board of Directors of GS&T, controls and has a minority interest in MEP. These services include oversight of crew management, insurance, drydocking, ship operations and financial statement preparation, but do not include chartering services. The services are provided for a fee of $750 per ship per day plus reimbursement of out-of-pocket costs and were provided for an initial term of one year. MEP has the right to cancel provision of services on 60 days’ notice with payment of a one-year termination fee upon a change in control of the Company. The Company may terminate provision of the services at any time on 60 days’ notice. On September 30, 2015, under the oversight of an independent committee of our Board of Directors, Genco Management (USA) Limited and MEP entered into certain agreements under which MEP paid $1,000 of the amount of service fees in arrears, a schedule was agreed for payment of the remaining amount in arrears, and the daily service fee was reduced from $750 to $650 per day effective on October 1, 2015. Refer to Note 7 — Related Party Transactions for amounts due from MEP as of September 30, 2015.
|
|||
2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of consolidation
The accompanying condensed consolidated financial statements have been prepared in accordance with U.S. GAAP, which include the accounts of GS&T, Baltic Trading and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.
Basis of presentation
The accompanying condensed consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial information and the rules and regulations of the Securities and Exchange Commission (the “SEC”). In the opinion of management of the Company, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and operating results have been included in the statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. These condensed consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s annual report on Form 10-K for the year ended December 31, 2014, as amended (the “2014 10-K”). The results of operations for the three and nine month periods ended September 30, 2015 are not necessarily indicative of the operating results to be expected for the year ending December 31, 2015.
Segment reporting
The Company reports financial information and evaluates its operations by charter revenues and not by the length of ship employment for its customers, i.e., spot or time charters. Each of the Company’s vessels serve the same type of customer, have similar operations and maintenance requirements, operate in the same regulatory environment, and are subject to similar economic characteristics. Based on this, the Company has determined that it operates in one reportable segment, after the effective date of the Merger on July 17, 2015, which is engaged in the ocean transportation of drybulk cargoes worldwide through the ownership and operation of drybulk carrier vessels. Prior to the Merger, the Company had two reportable operating segments, GS&T and Baltic Trading.
Vessels, net
Vessels, net is stated at cost less accumulated depreciation. Included in vessel costs are acquisition costs directly attributable to the acquisition of a vessel and expenditures made to prepare the vessel for its initial voyage. The Company also capitalizes interest costs for a vessel under construction as a cost which is directly attributable to the acquisition of a vessel. Vessels are depreciated on a straight-line basis over their estimated useful lives, determined to be 25 years from the date of initial delivery from the shipyard. Depreciation expense for vessels for the Successor Company for the three and nine months ended September 30, 2015 and the period from July 9 to September 30, 2014 was $19,172, $56,869 and $17,221, respectively. Depreciation expense for vessels for the Predecessor Company for the period from July 1 to July 9, 2014 and from January 1 to July 9, 2014 was $3,039 and $71,756, respectively.
Depreciation expense is calculated based on cost less the estimated residual scrap value. The costs of significant replacements, renewals and betterments are capitalized and depreciated over the shorter of the vessel’s remaining estimated useful life or the estimated life of the renewal or betterment. Undepreciated cost of any asset component being replaced that was acquired after the initial vessel purchase is written off as a component of vessel operating expense. Expenditures for routine maintenance and repairs are expensed as incurred. Scrap value is estimated by the Company by taking the cost of steel times the weight of the ship noted in lightweight tons (lwt). Effective July 9, 2014, the Company increased the estimated scrap value of the vessels from $245 per lwt to $310 per lwt prospectively based on the 15-year average scrap value of steel. During the three and nine months ended September 30, 2015, the increase in the estimated scrap value resulted in a decrease in depreciation expense of $805 and $2,388, respectively. The decrease in depreciation expense does not take into effect the revaluation of the vessel assets due to fresh-start reporting. During the period from July 9 to September 30, 2014, the increase in the estimated scrap value resulted in a decrease in depreciation expense of $735 for the Successor Company.
Deferred revenue
Deferred revenue primarily relates to cash received from charterers prior to it being earned. These amounts are recognized as income when earned. Additionally, deferred revenue includes estimated customer claims mainly due to time charter performance issues. As of September 30, 2015 and December 31, 2014, the Successor Company had an accrual of $505 and $662, respectively, related to these estimated customer claims.
Voyage expense recognition
In time charters, spot market-related time charters and pool agreements, operating costs including crews, maintenance and insurance are typically paid by the owner of the vessel and specified voyage costs such as fuel and port charges are paid by the charterer. There are certain other non-specified voyage expenses, such as commissions, which are typically borne by the Company. At the inception of a time charter, the Company records the difference between the cost of bunker fuel delivered by the terminating charterer and the bunker fuel sold to the new charterer as a gain or loss within voyage expenses. These differences in bunkers resulted in a net loss (gain) of $2,394, $5,054 and ($36) during the three and nine months ended September 30, 2015 and the period from July 9 to September 30, 2014, respectively, for the Successor Company. During the period from July 1 to July 9, 2014 and from January 1 to July 9, 2014, the Predecessor Company recorded a net gain of ($3) and ($252), respectively. Additionally, voyage expenses include the cost of bunkers consumed during short-term time charters pursuant to the terms of the time charter agreement, as well as any adjustments to record fuel inventory at the lower of cost or market at the balance sheet date.
Impairment of vessel assets
During the three and nine months ended September 30, 2015, the Successor Company recorded $0 and $35,396, respectively, related to the impairment of vessel assets in accordance with ASC 360 — “Property, Plant and Equipment” (“ASC 360”). At March 31, 2015, the Company determined that the sale of the Baltic Lion and Baltic Tiger was more likely than not based on Baltic Trading’s expressed consideration to divest of those vessels. Therefore, the time utilized to determine the recoverability of the carrying value of the vessel assets was significantly reduced, and after determining that the sum of the estimated undiscounted future cash flows attributable to the Baltic Lion and Baltic Tiger would not exceed the carrying value of the respective vessels, the Company reduced the carrying value of each vessel to its estimated fair value, which was determined primarily based on appraisals and third-party broker quotes. On April 8, 2015, the Baltic Lion and Baltic Tiger entities were sold to GS&T. Refer to Note 1 — General Information for details pertaining to the sale of these entities.
Loss on disposal of vessels
During the three and nine months ended September 30, 2015, the Successor Company recorded $0 and $1,210, respectively, related to the loss on sale of vessels related to the sale of the Baltic Lion and Baltic Tiger entities to GS&T from Baltic Trading on April 8, 2015.
Noncontrolling interest
Net loss attributable to noncontrolling interest during the three and nine months ended September 30, 2015 and the period from July 9 to September 30, 2014 for the Successor Company was $7,178, $59,471 and $4,272. Net loss attributable to noncontrolling interest during the period from July 1 to July 9, 2014 and January 1 to July 9, 2014 was $53,935 and $62,101, respectively. The aforementioned amounts reflect the noncontrolling interest’s share of the net loss of the Company’s subsidiary, Baltic Trading, prior to the Merger on July 17, 2015, which owned and employed drybulk vessels in the spot market, in vessel pools or on spot market-related time charters. The spot market represents immediate chartering of a vessel, usually for single voyages. At December 31, 2014, the noncontrolling interest held an 89.15% economic interest in Baltic Trading while only holding 35.40% of the voting power.
Investments
The Company holds an investment in the capital stock of Jinhui Shipping and Transportation Limited (“Jinhui”) and in Korea Line Corporation (“KLC”). Jinhui is a drybulk shipping owner and operator focused on the Supramax segment of drybulk shipping. KLC is a marine transportation service company which operates a fleet of carriers which includes carriers for iron ore, liquefied natural gas and tankers for oil and petroleum products. The investments in Jinhui and KLC have been designated as Available For Sale (“AFS”) and are reported at fair value, with unrealized gains and losses recorded in equity as a component of accumulated other comprehensive income (loss) (“AOCI”). The Company classifies the investments as current or noncurrent assets based on the Company’s intent to hold the investments at each reporting date.
Investments are reviewed quarterly to identify possible other-than-temporary impairment in accordance with ASC Subtopic 320-10, “Investments — Debt and Equity Securities” (“ASC 320-10”). When evaluating its investments, the Company reviews factors such as the length of time and extent to which fair value has been below the cost basis, the financial condition of the issuer, the underlying net asset value of the issuer’s assets and liabilities, and the Company’s ability and intent to hold the investment for a period of time which may be sufficient for anticipated recovery in market value. Should the decline in the value of any investment be deemed to be other-than-temporary, the investment basis would be written down to fair market value, and the write-down would be recorded to earnings as a loss. Refer to Note 5 — Investments.
Income taxes
Pursuant to certain agreements, GS&T technically and commercially managed vessels for Baltic Trading until the Merger, as well as provides technical management of vessels for MEP in exchange for specified fees for these services provided. These services are performed by Genco Management (USA) Limited (“Genco (USA)”), which has elected to be taxed as a corporation for United States federal income tax purposes. As such, Genco (USA) is subject to United States federal income tax on its worldwide net income, including the net income derived from providing these services. Genco (USA) has entered into a cost-sharing agreement with the Company and Genco Ship Management LLC, collectively Manco, pursuant to which Genco (USA) agrees to reimburse Manco for the costs incurred by Genco (USA) for the use of Manco’s personnel and services in connection with the provision of the services for both Baltic Trading and MEP’s vessels.
Total revenue earned by the Successor Company for these services during the three and nine months ended September 30, 2015 was $1,012 and $5,692, respectively, of which $184 and $3,235, respectively, eliminated upon consolidation. After allocation of certain expenses, there was taxable income of $593 associated with these activities for the three months ended September 30, 2015. This resulted in estimated tax expense of $269 for the three months ended September 30, 2015. After allocation of certain expense, there was taxable income of $3,323 associated with these activities for the nine months ended September 30, 2015. This resulted in estimated income tax expense of $1,499 for the nine months ended September 30, 2015.
Total revenue earned by the Successor Company for these services during the period from July 9 to September 30, 2014 was $1,692, of which $936 eliminated upon consolidation. After allocation of certain expenses, there was taxable income of $847 associated with these activities for the period from July 9 to September 30, 2014. This resulted in estimated tax expense of $381 for the period from July 9 to September 30, 2014.
Total revenue earned by the Predecessor Company for these services during the period from July 1 to July 9, 2014 and January 1 to July 9, 2014 was $160 and $3,857, respectively, of which $89 and $2,156, respectively, were eliminated upon consolidation. After allocation of certain expenses, there was taxable income of $73 associated with these activities for the period from July 1 to July 9, 2014. This resulted in estimated tax expense of $36 for the period from July 1 to July 9, 2014. After allocation of certain expenses, there was taxable income of $1,723 associated with these activities for the period from January 1 to July 9, 2014. This resulted in income tax expense of $776 for the period from January 1 to July 9, 2014.
Baltic Trading is subject to income tax on its United States source income. During the three and nine months ended September 30, 2015, Baltic Trading had United States operations that resulted in United States source income of $583 and $1,348, respectively, as recorded by the Successor Company. Baltic Trading’s estimated United States income tax expense for the three and nine months ended September 30, 2015 was $23 and $54, respectively, as recorded by the Successor Company.
During the period from July 9 to September 30, 2014, Baltic Trading had United States operations that resulted in United States source income of $294 as recorded by the Successor Company. Baltic Trading’s estimated United States income tax expense for the period from July 9 to September 30, 2014 was $12 as recorded by the Successor Company.
Baltic Trading is subject to income tax on its United States source income. During the period from July 1 to July 9, 2014 and January 1 to July 9, 2014, Baltic Trading had United States operations that resulted in United States source income of $51 and $965, respectively, as recorded by the Predecessor Company. Baltic Trading’s estimated United States income tax expense for the period from July 1 to July 9, 2014 and January 1 to July 9, 2014 was $2 and $39, respectively, as recorded by the Predecessor Company.
Recent accounting pronouncements
In August 2015, the FASB issued Accounting Standards Update (“ASU”) No. 2015-15 (“ASU 2015-15”), which amends presentation and disclosure requirements outlined in ASU 2015-03, “Interest-Imputation of Interest (ASC Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs,” (“ASU 2015-03”) by clarifying guidance for debt issuance costs related to line of credit arrangements by acknowledging the statement by SEC staff that it would not object to presentation of debt issuance costs related to a line of credit arrangement as an asset, and amortizing them ratably over the term of the line of credit arrangement, regardless of whether there were any borrowings outstanding under the agreement. Issued in April 2015, ASU 2015-03 required debt issuance costs related to a recognized debt liability to be presented on the balance sheet as a direct deduction from the debt liability, similar to the presentation of debt discounts. Prior to the issuance of ASU 2015-03, debt issuance costs were required to be presented as deferred charge assets, separate from the related debt liability. ASU 2015-03 does not change the recognition and measurement requirements for debt issuance costs. ASU 2015-03 is effective for fiscal years beginning after December 15, 2015, and early adoption is permitted. The Company is currently evaluating the impact of this adoption on its condensed consolidated financial statements.
In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers” (“ASU 2014-09”), which supersedes nearly all existing revenue recognition guidance under U.S. GAAP. The core principle is that a company should recognize revenue when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. ASU 2014-09 defines a five-step process to achieve this core principle and, in doing so, more judgment and estimates may be required within the revenue recognition process than are required under existing U.S. GAAP. The standard is effective for annual periods beginning after December 15, 2016, and interim periods therein, and shall be applied either retrospectively to each period presented or as a cumulative effect adjustment as of the date of adoption. On July 9, 2015, the FASB voted to defer the effective date by one year to December 15, 2017 for annual reporting periods beginning after that date. The FASB also permitted early adoption of the standard, but not before the original effective date of December 15, 2016. The Company is evaluating the potential impact of this adoption on its condensed consolidated financial statements.
|
|||
3 - CASH FLOW INFORMATION
For the nine months ended September 30, 2015, the Successor Company had non-cash investing activities not included in the Condensed Consolidated Statement of Cash Flows for items included in Accounts payable and accrued expenses consisting of $363 for the Purchase of vessels, including deposits and $49 for the Purchase of other fixed assets. Additionally, for the nine months ended September 30, 2015, the Successor Company had non-cash financing activities not included in the Condensed Consolidated Statement of Cash Flows for items included in Accounts payable and accrued expenses consisting of $14 associated with the Payment of deferred financing fees. Lastly, for the nine months ended September 30, 2015, the Successor Company had non-cash financing activities not included in the Condensed Consolidated Statement of Cash Flows for items included in Accounts payable and accrued expenses consisting of $82 associated with the Cash settlement of non-accredited Note holders. During the nine months ended September 30, 2015, the Successor Company increased the estimated amount of non-accredited holders of the Convertible Senior Notes, which was discharged on the Effective Date, that are expected to be settled in cash versus settled with common shares.
Professional fees and trustee fees in the amount of $1,006 were recognized by the Successor Company in Reorganization items, net for the nine months ended September 30, 2015 (refer to Note 18). During this period, $1,162 of professional fees and trustee fees were paid through September 30, 2015 and $157 is included in Accounts payable and accrued expenses as of September 30, 2015.
For the period from January 1 to July 9, 2014, the Predecessor Company had non-cash investing activities not included in the Condensed Consolidated Statement of Cash Flows for items included in Accounts payable and accrued expenses consisting of $53 for the Purchase of vessels, including deposits and $20 for the Purchase of other fixed assets. Additionally, for the period from January 1 to July 9, 2014, the Predecessor Company had non-cash financing activities not included in the Condensed Consolidated Statement of Cash Flows for items included in Accounts payable and accrued expenses consisting of $456 associated with the Payment of deferred financing fees.
Of the $35,232 of professional fees and trustee fees recognized in Reorganization items, net for the period from January 1 to July 9, 2014 by the Predecessor Company (refer to Note 18), $2,703 was paid through July 9, 2014 and $32,529 is included in Accounts payable and accrued expenses as of July 9, 2014.
For the period from July 9 to September 30, 2014, the Successor Company had non-cash investing activities not included in the Condensed Consolidated Statement of Cash Flows for items included in Accounts payable and accrued expenses consisting of $34 for the Purchase of vessels, including deposits and $92 for the Purchase of other fixed assets.
Professional fees and trustee fees in the amount of $1,167 were recognized in Reorganization items, net for the period from July 9 to September 30, 2014 by the Successor Company (refer to Note 18). During this period, $24,740 of professional fees and trustee fees were paid through September 30, 2014 and $8,955 is included in Accounts payable and accrued expenses as of September 30, 2014.
During the nine months ended September 30, 2015, the Successor Company made a reclassification of $19,043 from Deposits on vessels to Vessels, net of accumulated depreciation, due to the completion of the purchase of Baltic Wasp and Baltic Scorpion. No such reclassifications were made by the Successor and Predecessor Company during the period from July 9 to September 30, 2014 and the period from January 1 to July 9, 2014, respectively.
During the period from January 1 to July 9, 2014, the Predecessor Company made a reclassification of $984 from Fixed assets, net of accumulated depreciation, to Vessels, net of accumulated depreciation, for items that should be capitalized and depreciated over the remaining life of the respective vessels.
During the nine months ended September 30, 2015 and the period from July 9 to September 30, 2014, cash paid for interest by the Successor Company, net of amounts capitalized, was $11,543 and $1,219, respectively. During the period from January 1 to July 9, 2014, cash paid by the Predecessor Company for interest, net of amounts capitalized, and including bond coupon interest paid, June 30, 2014, was $40,209.
During the nine months ended September 30, 2015 and the period from July 9 to September 30, 2014, cash paid by the Successor Company for estimated income taxes was $1,369 and $320, respectively. During the period from January 1 to July 9, 2014, cash paid by the Predecessor Company for estimated income taxes was $1,495.
On July 13, 2015 and July 29, 2015, the Company issued 16,188 and 58,215 restricted stock units, respectively, to certain members of the Board of Directors. The aggregate fair value of these restricted stock units was $113 and $416, respectively, and 16,188 shares vested on July 17, 2015. Refer to Note 20 — Stock-Based Compensation for further details.
On August 7, 2014, the Company made grants of nonvested common stock pursuant to the Genco Shipping & Trading Limited 2014 Management Incentive Plan (the “MIP”) as approved by the Plan in the amount of 1,110,600 shares to the participating officers, directors and other management of the Successor Company. The aggregate fair value of such nonvested stock was $22,212. Additionally, on August 7, 2014, the Company issued 8,557,461 MIP Warrants to the participating officers, directors and other management of the Successor Company. The aggregate fair value of these awards upon emergence from bankruptcy was $54,436.
On April 9, 2014, Baltic Trading made grants of nonvested common stock in the amount 36,345 shares to directors of Baltic Trading. The aggregate fair value of such nonvested stock was $225. On July 17, 2015, the date of Baltic Trading’s 2015 Annual Meeting of Shareholders, these shares vested automatically and received the same consideration in the Merger as holders of Baltic Trading’s common stock, refer to Note 1 — General Information for further information.
|
|||
4 - VESSEL ACQUISITIONS
On November 13, 2013, Baltic Trading entered into agreements to purchase up to four 64,000 dwt Ultramax newbuilding drybulk vessels from Yangfan Group Co., Ltd. for a purchase price of $28,000 per vessel, or up to $112,000 in the aggregate. Baltic Trading agreed to purchase two such vessels, which have been renamed the Baltic Hornet and Baltic Wasp, and obtained an option to purchase up to two additional such vessels for the same purchase price, which Baltic Trading exercised on January 8, 2014. These vessels were renamed the Baltic Mantis and the Baltic Scorpion. The first of these vessels, the Baltic Hornet, was delivered to Baltic Trading on October 29, 2014. The Baltic Wasp was delivered to Baltic Trading on January 2, 2015. The Baltic Scorpion and the Baltic Mantis were delivered to the Company on August 6, 2015 and October 9, 2015, respectively. As of September 30, 2015 and December 31, 2014, deposits on vessels were $10,183 and $25,593, respectively. The Company has used a combination of cash on hand, cash flow from operations as well as debt, including the $148 Million Credit Facility and 2014 Term Loan Facility as described in Note 8 — Debt, to fully finance the acquisition of these Ultramax newbuilding drybulk vessels. On December 30, 2014, Baltic Trading paid $19,645 for the final payment due for the Baltic Wasp which was classified as noncurrent Restricted Cash in the Condensed Consolidated Balance Sheets as of December 31, 2014 as the payment was held in an escrow account and was released to the seller when the vessel was delivered to Baltic Trading on January 2, 2015.
Refer to Note 1 — General Information for a listing of the delivery dates for the vessels in the Company’s fleet.
Below market time charters, including those acquired during previous periods, were amortized as an increase to voyage revenue by the Predecessor Company in the amount of $2 and $68 during the period from July 1 to July 9, 2014 and January 1 to July 9, 2014, respectively. The remaining unamortized fair market value of Time charters acquired at December 31, 2014 was $0. As part of fresh-start reporting, the remaining liability for below market time charters was written-off during the re-valuation of our liabilities.
Additionally, as part of fresh-start accounting, an asset for above market time charters was recorded in Time charters acquired in the amount of $450 for the Genco Bourgogne, Genco Muse and Genco Spirit. These above market time charters were amortized as a decrease to voyage revenue by the Successor Company in the amount of $434 during the period from July 9 to September 30, 2014. There was no amortization recorded by the Successor Company during the three and nine months ended September 30, 2015.
Capitalized interest expense associated with the newbuilding contracts entered into by Baltic Trading recorded by the Successor Company for the three and nine months ended September 30, 2015 and the period from July 9 to September 30, 2014 was $100, $363 and $208, respectively. Capitalized interest expense associated with the newbuilding contracts entered into by Baltic Trading recorded by the Predecessor Company for the periods from July 1 to July 9, 2014 and January 1 to July 9, 2014 was $20 and $295, respectively.
|
|||
5 - INVESTMENTS
The Company holds an investment in the capital stock of Jinhui and the stock of KLC. Jinhui is a drybulk shipping owner and operator focused on the Supramax segment of drybulk shipping. KLC is a marine transportation service company that operates a fleet of carriers which includes carriers for iron ore, liquefied natural gas and tankers for oil and petroleum products. These investments are designated as AFS and are reported at fair value, with unrealized gains and losses recorded in equity as a component of AOCI. At September 30, 2015 and December 31, 2014, the Company held 15,908,574 and 16,335,100 shares of Jinhui capital stock, respectively, which is recorded at its fair value of $17,841 and $26,414, respectively, based on the last closing price during each respective quarter on September 30, 2015 and December 30, 2014, respectively. At September 30, 2015 and December 31, 2014, the Company held 3,355 shares of KLC stock which is recorded at its fair value of $59 and $72, respectively, based on the last closing price during each respective quarter on September 30, 2015 and December 30, 2014.
The Company reviewed the investment in Jinhui for indicators of other-than-temporary impairment in accordance with ASC 320-10. Based on the Company’s review, it has deemed the investment in Jinhui to be other-than-temporarily impaired as of September 30, 2015 due to the duration and severity of the decline in its market value versus its cost basis and the absence of the intent and ability to recover the initial carrying value of the investment. As a result, during the three and nine months ended September 30, 2015, the Successor Company recorded a $32,536 impairment charge which has been recorded in Impairment of investments in our Condensed Consolidated Statement of Operations. The Company will continue to review its investments in Jinhui and KLC for impairment on a quarterly basis. There were no impairment charges recorded by the Successor Company during the period July 9 to September 30, 2014 or by the Predecessor Company during the period from July 1 to July 9, 2014 or January 1 to July 9, 2014.
The unrealized gain (losses) on the Jinhui capital stock and KLC stock are a component of AOCI since these investments are designated as AFS securities. As part of fresh-start reporting, the Company revised its cost basis for its investments in Jinhui and KLC based on their fair values on the Effective Date. As a result of the other-than-temporary impairment of the investment in Jinhui, the cost basis for the investment in Jinhui will be based on its fair value as of September 30, 2015.
Refer to Note 11 — Accumulated Other Comprehensive Income (Loss) for a breakdown of the components of AOCI, including the effects of the sale of Jinhui shares and the other-than-temporary impairment of the investment in Jinhui.
|
|||
6 — NET LOSS PER COMMON SHARE
The computation of basic net loss per share is based on the weighted-average number of common shares outstanding during the year. The computation of diluted net loss per share assumes the vesting of nonvested stock awards (refer to Note 20 — Stock-Based Compensation), for which the assumed proceeds upon vesting are deemed to be the amount of compensation cost attributable to future services and are not yet recognized using the treasury stock method, to the extent dilutive. Of the 798,615 nonvested shares outstanding at September 30, 2015 (refer to Note 20 — Stock-Based Compensation), all are anti-dilutive. The Successor Company’s diluted net loss per share will also reflect the assumed conversion of the equity warrants issued on the Effective Date and MIP Warrants issued by the Successor Company (refer to Note 20 — Stock-Based Compensation) if the impact is dilutive under the treasury stock method. The Predecessor Company’s diluted net loss per share will also reflect the assumed conversion under the Predecessor Company’s convertible debt if the impact is dilutive under the “if converted” method. The impact of the shares convertible under the Predecessor Company’s convertible notes is excluded from the computation of diluted earnings per share when interest expense per common share obtainable upon conversion is greater than basic earnings per share.
The components of the denominator for the calculation of basic net loss per share and diluted net loss per share are as follows:
|
|
|
Successor |
|
|
Predecessor |
|
||
|
|
|
Three Months |
|
Period from |
|
|
Period from |
|
|
|
|
|
|
|
|
|
|
|
|
Common shares outstanding, basic: |
|
|
|
|
|
|
|
|
|
Weighted-average common shares outstanding, basic |
|
69,824,338 |
|
60,299,766 |
|
|
43,568,942 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common shares outstanding, diluted: |
|
|
|
|
|
|
|
|
|
Weighted-average common shares outstanding, basic |
|
69,824,338 |
|
60,299,766 |
|
|
43,568,942 |
|
|
|
|
|
|
|
|
|
|
|
|
Dilutive effect of warrants |
|
— |
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dilutive effect of convertible notes |
|
— |
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
Dilutive effect of restricted stock awards |
|
— |
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average common shares outstanding, diluted |
|
69,824,338 |
|
60,299,766 |
|
|
43,568,942 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Successor |
|
|
Predecessor |
|
||
|
|
|
Nine Months |
|
Period from |
|
|
Period from |
|
|
|
|
|
|
|
|
|
|
|
|
Common shares outstanding, basic: |
|
|
|
|
|
|
|
|
|
Weighted-average common shares outstanding, basic |
|
63,615,181 |
|
60,299,766 |
|
|
43,568,942 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common shares outstanding, diluted: |
|
|
|
|
|
|
|
|
|
Weighted-average common shares outstanding, basic |
|
63,615,181 |
|
60,299,766 |
|
|
43,568,942 |
|
|
|
|
|
|
|
|
|
|
|
|
Dilutive effect of warrants |
|
— |
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dilutive effect of convertible notes |
|
— |
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
Dilutive effect of restricted stock awards |
|
— |
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average common shares outstanding, diluted |
|
63,615,181 |
|
60,299,766 |
|
|
43,568,942 |
|
|
|
|
|
|
|
|
|
|
|
The following table sets forth a reconciliation of the net loss attributable to GS&T and the net loss attributable to GS&T for diluted net loss per share under the “if-converted” method:
|
|
|
Successor |
|
|
Predecessor |
|
|||||
|
|
|
Three Months |
|
Period from |
|
|
Period from |
|
|||
|
|
|
|
|
|
|
|
|
|
|||
|
Net loss attributable to GS&T |
|
$ |
(66,625 |
) |
$ |
(18,290 |
) |
|
$ |
(851,521 |
) |
|
|
|
|
|
|
|
|
|
|
|||
|
Interest expense related to convertible notes, if dilutive |
|
— |
|
— |
|
|
— |
|
|||
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|||
|
Net loss attributable to GS&T for the computation of diluted net loss per share |
|
$ |
(66,625 |
) |
$ |
(18,290 |
) |
|
$ |
(851,521 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Successor |
|
|
Predecessor |
|
|||||
|
|
|
Nine Months |
|
Period from |
|
|
Period from |
|
|||
|
|
|
|
|
|
|
|
|
|
|||
|
Net loss attributable to GS&T |
|
$ |
(145,397 |
) |
$ |
(18,290 |
) |
|
$ |
(951,149 |
) |
|
|
|
|
|
|
|
|
|
|
|||
|
Interest expense related to convertible notes, if dilutive |
|
— |
|
— |
|
|
— |
|
|||
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|||
|
Net loss attributable to GS&T for the computation of diluted net loss per share |
|
$ |
(145,397 |
) |
$ |
(18,290 |
) |
|
$ |
(951,149 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
7 - RELATED PARTY TRANSACTIONS
The following represent related party transactions reflected in these condensed consolidated financial statements:
Until December 31, 2014, the Company made available employees performing internal audit services to Gener8 Maritime, Inc., formerly General Maritime Corporation (“Gener8”), where the Company’s Chairman, Peter C. Georgiopoulos, also serves as Chairman of the Board. During the period from July 9 to September 30, 2014, the Successor Company invoiced $9 to Gener8 and for the period from January 1 to July 9, 2014, the Predecessor Company invoiced $72 to Gener8. The amounts billed to Gener8 include time associated with such internal audit services and other expenditures. Additionally, during the nine months ended September 30, 2015 and during the period from July 9 to September 30, 2014, the Successor Company incurred travel and other office related expenditures totaling $76 and $22, respectively, reimbursable to Gener8 or its service provider. For the period from January 1 to July 9, 2014, the Predecessor Company incurred travel and other office related expenditures totaling $49. At September 30, 2015 and December 31, 2014, the amount due to Gener8 from the Company was $8 and $41, respectively.
During the nine months ended September 30, 2015 and the period from July 9 to September 30, 2014, the Successor Company incurred legal services (primarily in connection with vessel acquisitions) aggregating $18 and $2, respectively, from Constantine Georgiopoulos, the father of Peter C. Georgiopoulos, Chairman of the Board. Additionally, during the period from January 1 to July 9, 2014, the Predecessor Company incurred legal services aggregating $3 from Constantine Georgiopoulos. At September 30, 2015 and December 31, 2014, the amount due to Constantine Georgiopoulos was $11 and $9, respectively.
The Company has entered into agreements with Aegean Marine Petroleum Network, Inc. (“Aegean”) to purchase lubricating oils for certain vessels in their fleets. Peter C. Georgiopoulos, Chairman of the Board of the Company, is Chairman of the Board of Aegean. During the nine months ended September 30, 2015 and the period from July 9 to September 30, 2014, Aegean supplied lubricating oils to the Successor Company’s vessels aggregating $1,330 and $419, respectively. Additionally, during the nine months ended September 30, 2015, Aegean supplied fuel to the Successor Company’s vessels aggregating $73. Additionally, during the period from January 1 to July 9, 2014, Aegean supplied lubricating oils to the Predecessor Company’s vessels aggregating $1,087. At September 30, 2015 and December 31, 2014, $604 and $267 remained outstanding, respectively.
During the nine months ended September 30, 2015 and the period from July 9 to September 30, 2014, the Successor Company invoiced MEP for technical services provided and expenses paid on MEP’s behalf aggregating $2,508 and $766, respectively. During the period from January 1 to July 9, 2014, the Predecessor Company invoiced MEP for technical services provided and expense paid on MEP’s behalf aggregating $1,743. Peter C. Georgiopoulos, Chairman of the Board, controls and has a minority interest in MEP. At September 30, 2015 and December 31, 2014, $1,222 and $10, respectively, was due to the Company from MEP. Total service revenue earned by the Successor Company for technical service provided to MEP for the nine months ended September 30, 2015 and the period from July 9 to September 30, 2014 was $2,457 and $756, respectively. Total service revenue earned by the Predecessor Company for technical service provided to MEP for the period from January 1 to July 9, 2014 was $1,701.
|
|||
8 - DEBT
Long-term debt consists of the following:
|
|
|
Successor |
|
Successor |
|
||
|
|
|
September 30, |
|
December 31, |
|
||
|
|
|
|
|
|
|
||
|
$100 Million Term Loan Facility |
|
$ |
62,023 |
|
$ |
67,792 |
|
|
$253 Million Term Loan Facility |
|
148,693 |
|
165,568 |
|
||
|
$44 Million Term Loan Facility |
|
39,187 |
|
41,250 |
|
||
|
2015 Revolving Credit Facility |
|
35,000 |
|
— |
|
||
|
2010 Credit Facility |
|
— |
|
102,250 |
|
||
|
$148 Million Credit Facility |
|
126,606 |
|
— |
|
||
|
$22 Million Term Loan Facility |
|
19,000 |
|
20,125 |
|
||
|
2014 Term Loan Facilities |
|
31,769 |
|
33,150 |
|
||
|
Less: Current portion |
|
(44,242 |
) |
(34,324 |
) |
||
|
|
|
|
|
|
|
||
|
Long-term debt |
|
$ |
418,036 |
|
$ |
395,811 |
|
|
|
|
|
|
|
|
|
|
$98 Million Credit Facility
On November 4, 2015, thirteen of the Company’s wholly-owned subsidiaries entered into a Facility Agreement, by and among such subsidiaries as borrowers (collectively, the “Borrowers”); Genco Holdings Limited, a newly formed direct subsidiary of Genco of which the Borrowers are direct subsidiaries (“Holdco”); certain funds managed or advised by Hayfin Capital Management, Breakwater Capital Ltd, or their nominee, as lenders; and Hayfin Services LLP, as agent and security agent (the “$98 Million Credit Facility”).
The Borrowers borrowed the maximum available amount of $98,271 under the facility on November 10, 2015.
Borrowings under the facility are available for working capital purposes. The facility has a final maturity date of September 30, 2020, and the principal borrowed under the facility will bear interest at LIBOR for an interest period of three months plus a margin of 6.125% per annum. The facility has no fixed amortization payments for the first two years and fixed amortization payments of $2,500 per quarter thereafter. To the extent the value of the collateral under the facility is 182% or less of the loan amount outstanding, the Borrowers are to prepay the loan from earnings received from operation of the thirteen collateral vessels after deduction of the following amounts: costs, fees, expenses, interest, and fixed principal repayments under the facility; operating expenses relating to the thirteen vessels; and the Borrowers’ pro rata share of general and administrative expenses based on the number of vessels they own.
The Facility Agreement requires the Borrowers and, in certain cases, the Company and Holdco to comply with a number of covenants substantially similar to those in the other credit facilities of Genco and its subsidiaries, including financial covenants related to maximum leverage, minimum consolidated net worth, minimum liquidity, and dividends; collateral maintenance requirements; and other customary covenants. The Facility Agreement includes usual and customary events of default and remedies for facilities of this nature.
Borrowings under the facility are secured by first priority mortgage on the vessels owned by the Borrowers, namely the Genco Constantine, the Genco Augustus, the Genco London, the Genco Titus, the Genco Tiberius, the Genco Hadrian, the Genco Knight, the Genco Beauty, the Genco Vigour, the Genco Predator, the Genco Cavalier, the Genco Champion, and the Genco Charger, and related collateral. Pursuant to the Facility Agreement and a separate Guarantee executed by the Company, the Company and Holdco are acting as guarantors of the obligations of the Borrowers and each other under the Facility Agreement and its related documentation.
Amendment and Consent Agreements Related to the Merger
On July 14, 2015, Baltic Trading and certain of its wholly owned subsidiaries entered into agreements (the “Amendment and Consent Agreements”) to amend, provide consents under, or waive certain provisions of the $22 Million Term Loan Facility (as defined below), 2014 Term Loan Facilities (as defined below) and the $148 Million Credit Facility (as defined below) (each a “Facility” and collectively the “Facilities”). The Amendment and Consent Agreements implemented, among other things, the following:
|
· |
The existing covenants measuring collateral maintenance under the 2014 Term Loan Facilities were amended as follows: the minimum fair market value of vessels pledged as security (together with the value of any additional collateral) is required to be (i) for the period from June 30, 2015 up to and including December 30, 2015, 125% of the amount outstanding under such Facilities; (ii) for the period from December 31, 2015 up to and including March 30, 2016, 130% of such amount; and (iii) for the period from March 31, 2016 and thereafter, 135% of such amount. |
|
· |
The existing covenant measuring collateral maintenance under the $22 Million Term Loan Facility was amended so that through and including the period ending June 30, 2016, the minimum fair market value of vessels mortgaged under such Facility is required to be 110% of the amount outstanding under such Facility. |
|
· |
Under the $148 Million Credit Facility, the existing covenant measuring collateral maintenance was amended so that through and including the period ending December 31, 2015, the minimum fair market value of vessels mortgaged under such Facility is required to be 130% of the amount outstanding under such Facility and thereafter, 140% of such amount, except that for the period through and including the period ending December 31, 2015, such percentage was increased to 140% at the time of funding of the term loan for the Baltic Scorpion on August 3, 2015. |
|
· |
The calculation of the minimum consolidated net worth was reduced by $30,730 to $270,150 under each Facility to account for the reduction of equity due to the impairment associated with the sale of the Baltic Tiger and Baltic Lion vessels. |
|
· |
The measurement of the maximum leverage ratio under each Facility was amended to exclude from the numerator thereof (which is the amount of indebtedness included in the calculation of such financial covenant) any committed but undrawn working capital lines. |
|
· |
Under the $148 Million Credit Facility, following consummation of the Merger on July 17, 2015, the amount of cash to be held by the administrative agent under such Facility (or otherwise remaining undrawn under certain working capital lines) for each collateral vessel mortgaged under such Facility, as required under the under the minimum liquidity covenant under such Facility, was amended to an amount of $750 per vessel. |
|
· |
Following completion of the Merger on July 17, 2015, all corporate wide financial covenants of Baltic Trading are to be measured on a consolidated basis with the Company (the “Consolidated Covenant Amendments”). |
|
· |
Waivers or consents under the Facilities to permit the delisting of Baltic Trading’s stock on the New York Stock Exchange (which constitutes a change of control under each such Facility) and the termination of the Management Agreement, dated as of March 15, 2010, by and between GS&T and Baltic Trading. |
|
· |
Waivers or consents under each of the Facilities to permit the Merger. |
|
· |
Waivers or consents to certain covenants under each of the Facilities to the extent such covenants would otherwise be breached as a result of the Merger. |
On July 17, 2015, when the Merger was completed, the Company executed a guaranty of the obligations of the borrowers under each of the Facilities. The execution of the guarantees, together with certain other items that were previously delivered, satisfied all conditions to the effectiveness of all provisions of the Amendment and Consent Agreements.
$100 Million Term Loan Facility
On August 12, 2010, the Company entered into the $100 Million Term Loan Facility. As of September 30, 2015, the Company has utilized its maximum borrowing capacity of $100,000. The Company has used the $100 Million Term Loan Facility to fund or refund the Company a portion of the purchase price of the acquisition of five vessels from companies within the Metrostar group of companies. As of September 30, 2015, there was no availability under the $100 Million Term Loan Facility. At September 30, 2015 and December 31, 2014, the total outstanding debt balance was $62,023 and $67,792, respectively.
Pursuant to the amendments to the $100 Million Term Loan Facility that were entered into on December 21, 2011 and certain agreements we entered into in August 2012 to further amend our credit facilities (the “August 2012 Agreements”), the maximum leverage ratio covenant and the minimum permitted consolidated interest ratio covenant were waived for the periods ending on and including December 31, 2013.
On the Effective Date, the Company entered into the Amended and Restated $100 Million Term Loan Facility and the Amended and Restated $253 Million Term Loan Facility. The Amended and Restated Credit Facilities included, among other things:
|
· |
A pay down as of the Effective Date with respect to payments which became due under the prepetition credit facilities between the Petition Date and the Effective Date and were not paid during the pendency of the Chapter 11 Cases ($1,923 for the $100 Million Term Loan Facility and $5,075 for the $253 Million Term Loan Facility). |
|
· |
Extension of the maturity dates to August 31, 2019 from August 17, 2017 for the $100 Million Term Loan Facility and August 15, 2015 for the $253 Million Term Loan Facility. |
|
· |
Relief from compliance with financial covenants governing the Company’s maximum leverage ratio, minimum consolidated interest coverage ratio and consolidated net worth through and including the quarter ending March 31, 2015 (with quarterly testing commencing June 30, 2015). |
|
· |
A fleetwide minimum liquidity covenant requiring maintenance of cash of $750 per vessel for all vessels owned by the Company (excluding those owned by Baltic Trading). |
|
· |
An increase in the interest rate to LIBOR plus 3.50% per year from 3.00% previously for the $100 Million Term Loan Facility and the $253 Million Term Loan Facility. |
The obligations under the Amended and Restated $100 Million Term Loan Facility are secured by a first priority security interest in the vessels and other collateral securing the $100 Million Term Loan Facility. The Amended and Restated $100 Million Term Loan Facility requires quarterly repayment installments in accordance with the original terms of the $100 Million Term Loan Facility.
On April 30, 2015, the Company entered into agreements to amend or waive certain provisions under the $100 Million Term Loan Facility and the $253 Million Term Loan Facility (the “April 2015 Amendments”) which implemented the following, among other things:
|
· |
The existing covenant measuring the Company’s ratio of net debt to EBITDA was replaced with a covenant requiring its ratio of total debt outstanding to value adjusted total assets (total assets adjusted for the difference between book value and market value of fleet vessels) to be less than 70%. |
|
· |
Measurement of the interest coverage ratio under each facility is waived through and including December 31, 2016. |
|
· |
The fleetwide minimum liquidity covenant was amended to allow up to 50% of the required amount of $750 per vessel in cash to be satisfied with undrawn working capital lines with a remaining availability period of more than six months. |
|
· |
The Company agreed to grant additional security for its obligation under the $253 Million Term Loan Facility. Refer to the $253 Million Term Loan Facility section below for a description of the additional security granted for this facility. |
Consenting lenders under the $100 Million Term Loan Facility and the $253 Million Term Loan Facility received an upfront fee of $165 and $350, respectively, related to the April 2015 Amendments.
As of September 30, 2015, the Company believes it is in compliance with all of the financial covenants under the Amended and Restated $100 Million Term Loan Facility, except for the 130% collateral maintenance test. Following the procurement of updated valuations in August 2015, the actual collateral maintenance measurement by the Company was 126.2% at September 30, 2015, including the additional collateral as described below. Under the terms of the credit facility, the Company would need to remedy such shortfall within 30 days from the time it is requested by the agent. The Company was not notified by the agent to take any remedial actions. However, in October 2015, the Company added one of its unencumbered Handymax vessels, the Genco Prosperity, as additional collateral to cover the shortfall and satisfy the collateral maintenance test. The next date that valuations under this credit facility will be required is on or around February 17, 2016.
Additionally, following the procurement of updated valuations in February 2015, the Company was not in compliance with the collateral maintenance test of a ratio of 130%. The collateral measurement was 122.4%, representing an approximate shortfall of $5,150. Under the terms of the credit facility the Company would need to cover such shortfall within 30 days from the time it is notified by the agent. The Company was not notified by the agent to take any remedial actions. However, on April 24, 2015, the Company added one of its unencumbered Handysize vessels, the Genco Sugar, as additional collateral to cover the shortfall and satisfy the collateral maintenance test.
$253 Million Term Loan Facility
On August 20, 2010, the Company entered into the $253 Million Term Loan Facility. As of September 30, 2015, the Company has utilized its maximum borrowing capacity of $253,000 to fund or refund to the Company a portion of the purchase price of the 13 vessels purchased from Bourbon SA during the third quarter of 2010 and first quarter of 2011. As of September 30, 2015, there was no availability under the $253 Million Term Loan Facility. At September 30, 2015 and December 31, 2014, the total outstanding debt balance was $148,693 and $165,568, respectively.
Pursuant to the amendment to the $253 Million Term Loan Facility that was entered into on December 21, 2011 and the August 2012 Agreements, the maximum leverage ratio covenant and the minimum permitted consolidated interest ratio covenant were waived for the periods ending on and including December 31, 2013.
As of September 30, 2015 and December 31, 2014, the Company has deposited $9,750 that has been reflected as Restricted cash. Restricted cash will be released only if the underlying collateral is sold or disposed of.
Refer to the “$100 Million Term Loan Facility” section above for a description of the Amended and Restated $253 Million Term Loan Facility that was entered into by the Company on the Effective Date as well as a description of the April 2015 Amendments that were entered into by the Company on April 30, 2015. The obligations under the Amended and Restated $253 Million Term Loan Facility are secured by a first priority security interest in the vessels and other collateral securing the $253 Million Term Loan Facility. The Amended and Restated $253 Million Term Loan Facility requires quarterly repayment installments in accordance with the original terms of the $253 Million Term Loan Facility.
As of September 30, 2015, the Company believes it is in compliance with all of the financial covenants under the Amended and Restated $253 Million Term Loan Facility.
As of June 30, 2015, the Company was not in compliance with the 135% collateral maintenance test. The actual percentage measured by the Company was 129.2% at June 30, 2015, including the additional collateral as described below, and 133.5% on July 9, 2015 following the Company’s scheduled amortization payment of $5,075. Under the terms of the credit facility, the Company would need to remedy such shortfall within 30 days from the time it is requested by the agent. During July 2015, the Company added five of its unencumbered vessels, the Genco Thunder, the Genco Raptor, the Genco Challenger, the Genco Reliance and the Genco Explorer, as additional collateral under this facility. In order to maintain compliance with the collateral maintenance test, the Company was also in communication with the facility’s agent and prepaid $1,650 of the outstanding indebtedness on July 29, 2015, which the lenders have agreed will reduce the scheduled amortization payment of $5,075 that was due in October 2015.
$44 Million Term Loan Facility
On December 3, 2013, Baltic Tiger Limited and Baltic Lion Limited, wholly-owned subsidiaries of Baltic Trading, entered into a secured loan agreement with DVB Bank SE for a term loan facility of up to $44,000 (the “$44 Million Term Loan Facility”). Amounts borrowed and repaid under the $44 Million Term Loan Facility may not be reborrowed. The $44 Million Term Loan Facility has a maturity date of the sixth anniversary of the drawdown date for borrowings for the second vessel to be purchased, or December 23, 2019. Borrowings under the $44 Million Term Loan Facility bear interest at the three-month LIBOR rate plus an applicable margin of 3.35% per annum. A commitment fee of 0.75% per annum is payable on the unused daily portion of the credit facility, which began accruing on December 3, 2013 and ended on December 23, 2013, the date which the entire $44,000 was borrowed. Borrowings are to be repaid in 23 quarterly installments of $688 each commencing three months after the last drawdown date, or March 24, 2014, and a final payment of $28,188 due on the maturity date.
Borrowings under the $44 Million Term Loan Facility are to be secured by liens on the Company’s vessels to be financed or refinanced with borrowings under the facility, namely the Baltic Tiger and the Baltic Lion, and other related assets. Upon the prepayment of $18,000 plus any additional amounts necessary to maintain compliance with the collateral maintenance covenant, Baltic Trading may have the lien on the Baltic Tiger released. Under a Guarantee and Indemnity entered into concurrently with the $44 Million Term Loan Facility, Baltic Trading agreed to guarantee the obligations of its subsidiaries under the $44 Million Term Loan Facility.
On December 23, 2013, Baltic Tiger Limited and Baltic Lion Limited made drawdowns of $21,400 and $22,600 for the Baltic Tiger and Baltic Lion, respectively. As of September 30, 2015, the Company has utilized its maximum borrowing capacity of $44,000, and there was no further availability. At September 30, 2015 and December 31, 2014, the total outstanding debt balance was $39,187 and $41,250, respectively.
As of September 30, 2015, the Company believes it is in compliance with all of the financial covenants under the $44 Million Term Loan Facility.
On April 8, 2015, the Company acquired the entities owning the Baltic Lion and Baltic Tiger and succeeded Baltic Trading as the guarantor of the outstanding debt under the $44 Million Term Loan Facility. Refer to Note 1 — General Information for further information regarding the sale of these entities to the Company.
2015 Revolving Credit Facility
On April 7, 2015, the Company’s wholly-owned subsidiaries, Genco Commodus Limited, Genco Maximus Limited, Genco Claudius Limited, Genco Hunter Limited and Genco Warrior Limited (collectively, the “Subsidiaries”) entered into a loan agreement by and among the Subsidiaries, as borrowers, ABN AMRO Capital USA LLC, as arranger, facility agent, security agent, and as lender, providing for a $59,500 revolving credit facility, with an uncommitted accordion feature that has since expired (the “2015 Revolving Credit Facility”). On April 7, 2015, the Company entered into a guarantee of the obligations of the Subsidiaries under the 2015 Revolving Credit Facility, in favor of ABN AMRO Capital USA LLC.
Borrowings under the 2015 Revolving Credit Facility will be used for general corporate purposes including “working capital” (as defined in the 2015 Revolving Credit Facility) and to finance the purchase of drybulk vessels. The 2015 Revolving Credit Facility has a maturity date of April 7, 2020. Borrowings under the 2015 Revolving Credit Facility bear interest at LIBOR plus a margin based on a combination of utilization levels under the 2015 Revolving Credit Facility and a security maintenance cover ranging from 3.40% per annum to 4.25% per annum. The commitment under the 2015 Revolving Credit Facility is subject to quarterly reductions of $1,641. Borrowings under the 2015 Revolving Credit Facility are subject to 20 equal consecutive quarterly installment repayments commencing three months after the date of the loan agreement, or July 7, 2015. A commitment fee of 1.5% per annum is payable on the undrawn amount of the maximum loan amount.
Borrowings under the 2015 Revolving Credit Facility are to be secured by liens on each of the Subsidiaries’ respective vessels; specifically, the Genco Commodus, Genco Maximus, Genco Claudius, Genco Hunter and Genco Warrior and other related assets.
The 2015 Revolving Credit Facility requires the Subsidiaries to comply with a number of customary covenants including financial covenants related to collateral maintenance, liquidity, leverage, debt service reserve and dividend restrictions.
On April 8, 2015, the Company drew down $25,000 on the 2015 Revolving Credit Facility for working capital purposes and to partially fund the purchase of the Baltic Lion and Baltic Tiger from Baltic Trading. Additionally, on July 10, 2015, the Company drew down $10,000 on the 2015 Revolving Credit Facility for working capital purposes. At September 30, 2015 and December 31, 2014, the total outstanding debt balance was $35,000 and $0, respectively. On October 14, 2015, the Company drew down $21,218 on the 2015 Revolving Credit Facility for working capital purposes.
As of September 30, 2015, the Company believes it is in compliance with all of the financial covenants under the 2015 Revolving Credit Facility.
2010 Credit Facility
On April 16, 2010, Baltic Trading entered into a $100,000 senior secured revolving credit facility with Nordea Bank Finland plc, acting through its New York branch (as amended, the “2010 Credit Facility”). An amendment to the 2010 Credit Facility was entered into by Baltic Trading effective November 30, 2010. Among other things, this amendment increased the commitment amount of the 2010 Credit Facility from $100,000 to $150,000. An additional amendment to the 2010 Credit Facility was entered into by Baltic Trading effective August 29, 2013 (the “August 2013 Amendment”). Among other things, the August 2013 Amendment implements the following modifications to the 2010 Credit Facility:
|
· |
The requirement that certain additional vessels acquired by Baltic Trading be mortgaged as collateral under the 2010 Credit Facility was eliminated. |
|
· |
Restrictions on the incurrence of indebtedness by Baltic Trading and its subsidiaries were amended to apply only to those subsidiaries acting as guarantors under the 2010 Credit Facility. |
|
· |
The total commitment under this facility was reduced to $110,000 and will be further reduced in three consecutive semi-annual reductions of $5,000 commencing on May 30, 2015. |
|
· |
Borrowings bear interest at an applicable margin over LIBOR of 3.00% per annum if the ratio of the maximum facility amount of the aggregate appraised value of vessels mortgaged under the facility is 55% or less, measured quarterly; otherwise, the applicable margin is 3.35% per annum. |
|
· |
Financial covenants corresponding to the liquidity and leverage under the $22 Million Term Loan Facility (as defined below) have been incorporated into the 2010 Credit Facility. |
On December 31, 2014, Baltic Trading entered into the $148 Million Credit Facility, refer to “$148 Million Credit Facility” section below. Borrowings under the $148 Million Credit Facility were used to refinance Baltic Trading’s indebtedness under the 2010 Credit Facility. On January 7, 2015, Baltic Trading repaid the $102,250 outstanding under the 2010 Credit Facility with borrowings from the $148 Million Credit Facility.
$22 Million Term Loan Facility
On August 30, 2013, Baltic Hare Limited and Baltic Fox Limited, wholly-owned subsidiaries of Baltic Trading, entered into a secured loan agreement with DVB Bank SE for a term loan facility of up to $22,000 (the “$22 Million Term Loan Facility”). Amounts borrowed and repaid under the $22 Million Term Loan Facility may not be reborrowed. This facility has a maturity date of the sixth anniversary of the drawdown date for borrowings for the second vessel to be purchased, or September 4, 2019. Borrowings under the $22 Million Term Loan Facility bear interest at the three-month LIBOR rate plus an applicable margin of 3.35% per annum. A commitment fee of 1.00% per annum is payable on the unused daily portion of the credit facility, which began accruing on August 30, 2013 and ended on September 4, 2013, the date which the entire $22,000 was borrowed. Borrowings are to be repaid in 23 quarterly installments of $375 each commencing three months after the last vessel delivery date, or December 4, 2013, and a final payment of $13,375 due on the maturity date.
Borrowings under the $22 Million Term Loan Facility are secured by liens on Baltic Trading’s vessels purchased with borrowings under the facility, namely the Baltic Fox and the Baltic Hare, and other related assets. Under a Guarantee and Indemnity entered into concurrently with the $22 Million Term Loan Facility, Baltic Trading agreed to guarantee the obligations of its subsidiaries under the $22 Million Term Loan Facility.
On September 4, 2013, Baltic Hare Limited and Baltic Fox Limited made drawdowns of $10,730 and $11,270 for the Baltic Hare and the Baltic Fox, respectively. As of September 30, 2015, the Company has utilized its maximum borrowing capacity of $22,000, and there was no further availability. At September 30, 2015 and December 31, 2014, the total outstanding debt balance was $19,000 and $20,125, respectively.
As of September 30, 2015 the Company believes it is in compliance with all of the financial covenants under the $22 Million Term Loan Facility.
Refer to “Amendment and Consent Agreements Related to the Merger” section above for discussion of the amendments, consents and waiver agreements entered into on July 14, 2015 by Baltic Trading related to the $22 Million Term Loan Facility. Upon the completion of the Merger on July 17, 2015, the Company executed a guaranty of the obligations of the borrowers under the $22 Million Term Loan Facility.
2014 Term Loan Facilities
On October 8, 2014, Baltic Trading and its wholly-owned subsidiaries, Baltic Hornet Limited and Baltic Wasp Limited, each entered into a loan agreement and related documentation for a credit facility in a principal amount of up to $16,800 with ABN AMRO Capital USA LLC and its affiliates (the “2014 Term Loan Facilities”) to partially finance the newbuilding Ultramax vessel that each subsidiary is to acquire, namely the Baltic Hornet and Baltic Wasp, respectively. Amounts borrowed under the 2014 Term Loan Facilities may not be reborrowed. The 2014 Term Loan Facilities have a ten-year term, and the facility amount is to be the lowest of 60% of the delivered cost per vessel, $16,800 per vessel, and 60% of the fair market value of each vessel at delivery. The 2014 Term Loan Facilities are insured by the China Export & Credit Insurance Corporation (Sinosure) in order to cover political and commercial risks for 95% of the outstanding principal plus interest, which will be recorded in deferred financing fees. Borrowings under the 2014 Term Loan Facilities bear interest at the three or six-month LIBOR rate plus an applicable margin of 2.50% per annum. Borrowings are to be repaid in 20 equal consecutive semi-annual installments of 1/24 of the facility amount plus a balloon payment of 1/6 of the facility amount at final maturity. Principal repayments will commence six months after the actual delivery date for a vessel.
Borrowings under the 2014 Term Loan Facilities are to be secured by liens on the Baltic Trading’s vessels acquired with borrowings under these facilities, namely the Baltic Hornet and Baltic Wasp, and other related assets. Baltic Trading guarantees the obligations of the Baltic Hornet and Baltic Wasp under the 2014 Term Loan Facilities.
On October 24, 2014, Baltic Trading drew down $16,800 for the purchase of the Baltic Hornet, which was delivered on October 29, 2014. Additionally, on December 30, 2014, Baltic Trading drew down $16,350 for the purchase of the Baltic Wasp, which was delivered on January 2, 2015. As of September 30, 2015, the Company has utilized its maximum borrowing capacity, and there was no further availability. At September 30, 2015 and December 31, 2014, the total outstanding debt balance was $31,769 and $33,150, respectively.
As of September 30, 2015, the Company believes it is in compliance with all of the financial covenants under the 2014 Term Loan Facilities.
Refer to “Amendment and Consent Agreements Related to the Merger” section above for discussion of the amendments, consents and waiver agreements entered into on July 14, 2015 by Baltic Trading related to the 2014 Term Loan Facilities. Upon the completion of the Merger on July 17, 2015, the Company executed a guaranty of the obligations of the borrowers under the 2014 Term Loan Facilities.
$148 Million Credit Facility
On December 31, 2014, Baltic Trading entered into a $148,000 senior secured credit facility with Nordea Bank Finland plc, New York Branch (“Nordea”), as Administrative and Security Agent, Nordea and Skandinaviska Enskilda Banken AB (Publ) (“SEB”), as Mandated Lead Arrangers, Nordea, as Bookrunner, and the lenders (including Nordea and SEB) party thereto (the “$148 Million Credit Facility”). The $148 Million Credit Facility is comprised of an $115,000 revolving credit facility and $33,000 term loan facility. Borrowings under the revolving credit facility were used to refinance Baltic Trading’s outstanding indebtedness under the 2010 Credit Facility. Amounts borrowed under the revolving credit facility of the $148 Million Credit Facility may be re-borrowed. Borrowings under the term loan facility of the $148 Million Credit Facility may be incurred pursuant to two single term loans in an amount of $16,500 each that will be used to finance, in part, the purchase of two newbuilding Ultramax vessels that the Company has agreed to acquire, namely the Baltic Scorpion and Baltic Mantis. Amounts borrowed under the term loan facility of the $148 Million Credit Facility may not be re-borrowed.
The $148 Million Credit Facility has a maturity date of December 31, 2019. Borrowings under this facility bear interest at LIBOR plus an applicable margin of 3.00% per annum. A commitment fee of 1.2% per annum is payable on the unused daily portion of the $148 Million Credit Facility, which began accruing on December 31, 2014. The commitment under the revolving credit facility of the $148 Million Credit Facility is subject to equal consecutive quarterly reductions of $2,447 each beginning June 30, 2015 through September 30, 2019. Borrowings under the term loan facility of the $148 Million Credit Facility are subject to equal consecutive quarterly installment repayments commencing three months after delivery of the relevant newbuilding Ultramax vessel, each in the amount of 1/60 of the aggregate outstanding term loan. All remaining amounts outstanding under the $148 Million Credit Facility must be repaid in full on the maturity date, December 31, 2019.
Borrowings under the $148 Million Credit Facility are secured by liens on nine of Baltic Trading’s existing vessels that have served as collateral under the 2010 Credit Facility, the two newbuilding Ultramax vessels noted above, and other related assets, including existing or future time charter contracts in excess of 36 months related to the foregoing vessels.
The $148 Million Credit Facility requires the Company to comply with a number of customary covenants substantially similar to those in the 2010 Baltic Trading Credit Facility, including financial covenants related to liquidity, leverage, consolidated net worth and collateral maintenance.
As of September 30, 2015, $16,500 remained available under the $148 Million Credit Facility which represents the remainder of the $33,000 term loan facility. On August 3, 2015, the Company drew down $16,500 on the term loan facility for the purchase of the Baltic Scorpion. Additionally, on October 7, 2015, the Company drew down the remaining $16,500 on the term loan facility for the purchase of the Baltic Mantis. Refer to Note 24 — Subsequent Events.
On January 7, 2015, Baltic Trading drew down $104,500 from the revolving credit facility of the $148 Million Credit Facility. Using these borrowings, Baltic Trading repaid the $102,250 outstanding under the 2010 Credit Facility. Additionally, on February 27, 2015, Baltic Trading drew down $10,500 from the revolving credit facility of the $148 Million Credit Facility. Therefore, as of September 30, 2015, there was no remaining availability under the revolving credit facility of the $148 Million Credit Facility. At September 30, 2015 and December 31, 2014, the total outstanding debt balance was $126,606 and $0, respectively.
As of September 30, 2015, the Company believes Baltic Trading is in compliance with all of the financial covenants under the $148 Million Credit Facility.
Refer to “Amendment and Consent Agreements Related to the Merger” section above for discussion of the amendments, consents and waiver agreements entered into on July 14, 2015 by Baltic Trading related to the $148 Million Credit Facility. Upon the completion of the Merger on July 17, 2015, the Company executed a guaranty of the obligations of the borrowers under the $148 Million Credit Facility.
As per the Amendment and Consent Agreements, the collateral maintenance increased to 140% from 130% upon the funding of the initial term loan draw down on the facility. During August 2015, the Company added two of its unencumbered Handysize vessels, the Genco Pioneer and Genco Progress, as additional collateral to cover any potential shortfall of the collateral maintenance test.
Interest rates
The following tables sets forth the effective interest rate associated with the interest expense for the Company’s debt facilities noted above, including the cost associated with unused commitment fees. For the Predecessor Company for the period from July 1 to July 9, 2014 and January 1 to July 9, 2014, the effective interest rate also included the rate differential between the pay fixed, receive variable rate on the interest rate swap agreements that were in effect (refer to Note 10 — Interest Rate Swap Agreements), combined, as well as the 1.0% facility fee for the credit agreement entered into on July 20, 2017 with DnB Nor Bank ASA (the “2007 Credit Facility”) which was terminated on the Effective Date. The following table also includes the range of interest rates on the debt, excluding the impact of swaps and unused commitment fees, if applicable:
|
|
|
Successor |
|
|
Predecessor |
|
||
|
|
|
Three Months |
|
Period from |
|
|
Period from |
|
|
Effective Interest Rate |
|
3.55 |
% |
3.62 |
% |
|
3.94 |
% |
|
Range of Interest Rates (excluding impact of swaps and unused commitment fees) |
|
2.78% to 3.93 |
% |
3.15% to 3.73 |
% |
|
3.15% to 5.15 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Successor |
|
|
Predecessor |
|
||
|
|
|
Nine Months |
|
Period from |
|
|
Period from |
|
|
Effective Interest Rate |
|
3.54 |
% |
3.62 |
% |
|
4.19 |
% |
|
Range of Interest Rates (excluding impact of swaps and unused commitment fees) |
|
2.73% to 3.93 |
% |
3.15% to 3.73 |
% |
|
3.15% to 5.15 |
% |
|
|||
9 — CONVERTIBLE SENIOR NOTES
The Company issued $125,000 of the 5.0% Convertible Senior Notes on July 27, 2010 (the “2010 Notes”). The Indenture for the 2010 Notes included customary agreements and covenants by the Company, including with respect to events of default. As noted in Note 1 — General Information, the filing of the Chapter 11 Cases by the Company on April 21, 2014 constituted an event of default with respect to the 2010 Notes. On this date, the Company ceased recording interest expense related to the 2010 Notes. During the period from July 1 to July 9, 2014 and January 1 to July 9, 2014, interest expense of $255 and $2,522, including the amortization of the discount of the liability component and the bond coupon interest expense, was not recorded by the Predecessor Company, which would have been incurred had the indebtedness not been reclassified as a Liability subject to compromise. On the Effective Date, when the Company emerged from Chapter 11, the 2010 Notes and the Indenture were fully satisfied and discharged.
The following table provides additional information about the Predecessor Company’s 2010 Notes:
|
|
|
Predecessor |
|
||||
|
|
|
Period from |
|
Period from |
|
||
|
Effective interest rate on liability component |
|
— |
% |
10.0 |
% |
||
|
Cash interest expense recognized |
|
$ |
— |
|
$ |
1,886 |
|
|
Non-cash interest expense recognized |
|
— |
|
1,592 |
|
||
|
Non-cash deferred financing amortization costs included in interest expense |
|
— |
|
216 |
|
||
|
(a) |
The amounts and percentage reflect amounts through April 21, 2014 since the Company ceased recording interest expense due to the Chapter 11 Cases. |
|
|||
10 - INTEREST RATE SWAP AGREEMENTS
As of March 31, 2014, the Company had one interest rate swap agreement outstanding with DNB Bank ASA to manage interest costs and risk associated with variable interest rates related to the Company’s 2007 Credit Facility. The notional amount of the swap was $106,233. As of March 31, 2014, the Company was in default under covenants of its 2007 Credit Facility due to the default on the schedule debt amortization payment due on March 31, 2014. The default under the 2007 Credit Facility required the Company to elect interest periods of only one-month. Therefore, the Company no longer qualified for hedge accounting under the original designation, and hedge accounting was terminated effective March 31, 2014. Additionally, the filing of the Chapter 11 Cases by the Company on the Petition Date constituted an event of default with respect to the outstanding interest rate swap with DNB Bank ASA. As a result, DNB Bank ASA terminated all transactions under the remaining swap agreement effective April 30, 2014 and filed a secured claim with the Bankruptcy Court of $5,622. The claim was paid to DNB Bank ASA by the Successor Company during the period from July 9 to September 30, 2014.
As of September 30, 2015 and December 31, 2014 the Company did not have any interest rate swap agreements.
The differentials to be paid or received for these swap agreements were recognized as an adjustment to interest expense as incurred. The Company utilized cash flow hedge accounting for these swaps through March 31, 2014, whereby the effective portion of the change in the value of the swaps is reflected as a component of AOCI. The ineffective portion is recognized as Other expense, which is a component of Other income (expense). On March 31, 2014, the cash flow hedge accounting on the remaining swap agreement was discontinued. Once cash flow hedge accounting was discontinued, the changes in the fair value of the interest rate swaps were recorded in the Condensed Consolidated Statement of Operations in Interest expense and the remaining amounts included in AOCI were amortized to Interest expense over the original term of the hedging relationship for the Predecessor Company.
The following tables present the impact of derivative instruments and their location within the Condensed Consolidated Statement of Operations for the Predecessor Company:
The Effect of Derivative Instruments on the Condensed Consolidated Statement of Operations
For the Period from July 1 to July 9, 2014
Predecessor Company
|
Derivatives in Cash |
|
Amount of |
|
Location of |
|
Amount of |
|
Location of |
|
Amount of |
|
|||
|
Relationships |
|
2014 |
|
Portion) |
|
2014 |
|
Portion) |
|
2014 |
|
|||
|
Interest rate contracts |
|
$ |
— |
|
Interest Expense |
|
$ |
(95 |
) |
Other Income (Expense) |
|
$ |
— |
|
The Effect of Derivative Instruments on the Condensed Consolidated Statement of Operations
For the Period from January 1 to July 9, 2014
Predecessor Company
|
Derivatives in Cash |
|
Amount of |
|
Location of |
|
Amount of |
|
Location of |
|
Amount of |
|
|||
|
Relationships |
|
2014 |
|
Portion) |
|
2014 |
|
Portion) |
|
2014 |
|
|||
|
Interest rate contracts |
|
$ |
(179 |
) |
Interest Expense |
|
$ |
(2,580 |
) |
Other Income (Expense) |
|
$ |
— |
|
The Effect of Derivative Instruments on the Condensed Consolidated Statement of Operations
For the Period from July 1 to July 9, 2014 and January 1 to July 9, 2014
Predecessor Company
|
|
|
|
|
Amount of |
|
||||
|
Derivatives not designated |
|
Location of |
|
For the Period |
|
For the Period |
|
||
|
Interest rate contracts |
|
Interest Expense |
|
$ |
— |
|
$ |
(225 |
) |
The Company was required to provide collateral in the form of vessel assets to support the interest rate swap agreements, excluding vessel assets of Baltic Trading. Prior to the termination of the 2007 Credit Facility on the Effective Date, the Company’s 35 vessels mortgaged under the 2007 Credit Facility served as collateral in the aggregate amount of $100,000.
|
|||
11 - ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
The components of AOCI included in the accompanying condensed consolidated balance sheets consist of net unrealized gain (loss) on cash flow hedges and net unrealized gains (losses) from investments in Jinhui stock and KLC stock for the Predecessor Company. For the Successor Company, the components of AOCI included in the accompanying condensed consolidated balance sheets consist only of net unrealized gains (losses) from investments in Jinhui stock and KLC stock based on the revised cost basis recorded as part of fresh-start reporting until September 30, 2015, when the cost basis for Jinhui was changed due to other-than-temporary impairment. Refer to Note 5 — Investments for further detail.
Changes in AOCI by Component
For the Three-Month Period Ended September 30, 2015
Successor Company
|
|
|
Net Unrealized |
|
|
|
AOCI — July 1, 2015 |
|
$ |
(26,360 |
) |
|
|
|
|
|
|
|
OCI before reclassifications |
|
(6,880 |
) |
|
|
Amounts reclassified from AOCI |
|
33,223 |
|
|
|
|
|
|
|
|
|
Net current-period OCI |
|
26,343 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AOCI — September 30, 2015 |
|
$ |
(17 |
) |
|
|
|
|
|
|
Changes in AOCI by Component
For the Period from July 9 to September 30, 2014
Successor Company
|
|
|
Net Unrealized |
|
|
|
AOCI — July 9, 2014 |
|
$ |
— |
|
|
|
|
|
|
|
|
OCI before reclassifications |
|
(13,341 |
) |
|
|
Amounts reclassified from AOCI |
|
— |
|
|
|
|
|
|
|
|
|
Net current-period OCI |
|
(13,341 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AOCI — September 30, 2014 |
|
$ |
(13,341 |
) |
|
|
|
|
|
|
Changes in AOCI by Component
For the Period from July 1 to July 9, 2014
Predecessor Company
|
|
|
Net Unrealized |
|
Net Unrealized |
|
Total |
|
|||
|
AOCI —July 1, 2014 |
|
$ |
(4,670 |
) |
$ |
32,746 |
|
$ |
28,076 |
|
|
|
|
|
|
|
|
|
|
|||
|
OCI before reclassifications |
|
— |
|
2,186 |
|
2,186 |
|
|||
|
Amounts reclassified from AOCI |
|
95 |
|
— |
|
95 |
|
|||
|
|
|
|
|
|
|
|
|
|||
|
Net current-period OCI |
|
95 |
|
2,186 |
|
2,281 |
|
|||
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|||
|
AOCI — July 9, 2014 |
|
$ |
(4,575 |
) |
$ |
34,932 |
|
$ |
30,357 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Changes in AOCI by Component
For the Nine-Month Period Ended September 30, 2015
Successor Company
|
|
|
Net Unrealized |
|
|
|
AOCI — January 1, 2015 |
|
$ |
(25,317 |
) |
|
|
|
|
|
|
|
OCI before reclassifications |
|
(7,923 |
) |
|
|
Amounts reclassified from AOCI |
|
33,223 |
|
|
|
|
|
|
|
|
|
Net current-period OCI |
|
25,300 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AOCI — September 30, 2015 |
|
$ |
(17 |
) |
|
|
|
|
|
|
Changes in AOCI by Component
For the Period from July 9 to September 30, 2014
Successor Company
|
|
|
Net Unrealized |
|
|
|
AOCI — July 9, 2014 |
|
$ |
— |
|
|
|
|
|
|
|
|
OCI before reclassifications |
|
(13,341 |
) |
|
|
Amounts reclassified from AOCI |
|
— |
|
|
|
|
|
|
|
|
|
Net current-period OCI |
|
(13,341 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AOCI — September 30, 2014 |
|
$ |
(13,341 |
) |
|
|
|
|
|
|
Changes in AOCI by Component
For the Period from January 1 to July 9, 2014
Predecessor Company
|
|
|
Net Unrealized |
|
Net Unrealized |
|
Total |
|
|||
|
AOCI — January 1, 2014 |
|
$ |
(6,976 |
) |
$ |
60,698 |
|
$ |
53,722 |
|
|
|
|
|
|
|
|
|
|
|||
|
OCI before reclassifications |
|
(179 |
) |
(25,766 |
) |
(25,945 |
) |
|||
|
Amounts reclassified from AOCI |
|
2,580 |
|
— |
|
2,580 |
|
|||
|
|
|
|
|
|
|
|
|
|||
|
Net current-period OCI |
|
2,401 |
|
(25,766 |
) |
(23,365 |
) |
|||
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|||
|
AOCI — July 9, 2014 |
|
$ |
(4,575 |
) |
$ |
34,932 |
|
$ |
30,357 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Reclassifications Out of AOCI
Successor Company
|
|
|
Amount Reclassified from AOCI |
|
|
|
||||
|
|
|
Successor |
|
|
|
||||
|
Details about AOCI Components |
|
Three |
|
Nine |
|
Affected Line Item in the Statement |
|
||
|
Net unrealized (gain) loss on investments |
|
|
|
|
|
|
|
||
|
Realized loss on sale of AFS investment |
|
$ |
(687 |
) |
$ |
(687 |
) |
Other (expense) income |
|
|
Impairment of AFS investment |
|
(32,536 |
) |
(32,536 |
) |
Impairment of investment |
|
||
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
||
|
Total reclassifications for the period |
|
$ |
(33,223 |
) |
$ |
(33,223 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Reclassifications Out of AOCI
Predecessor Company
|
|
|
Amount Reclassified from AOCI |
|
|
|
||||
|
|
|
Predecessor |
|
|
|
||||
|
Details about AOCI Components |
|
Period from |
|
Period from |
|
Affected Line Item in |
|
||
|
Gains and losses on cash flow hedges |
|
|
|
|
|
|
|
||
|
Interest rate contracts |
|
$ |
(95 |
) |
$ |
(2,580 |
) |
Interest expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
Total reclassifications for the period |
|
$ |
(95 |
) |
$ |
(2,580 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
12 - FAIR VALUE OF FINANCIAL INSTRUMENTS
The fair values and carrying values of the Company’s financial instruments at September 30, 2015 and December 31, 2014, which are required to be disclosed at fair value, but not recorded at fair value, are noted below.
|
|
|
Successor |
|
||||||||||
|
|
|
September 30, |
|
December 31, |
|
||||||||
|
|
|
Carrying |
|
Fair Value |
|
Carrying |
|
Fair Value |
|
||||
|
Cash and cash equivalents |
|
$ |
44,478 |
|
$ |
44,478 |
|
$ |
83,414 |
|
$ |
83,414 |
|
|
Restricted cash |
|
10,065 |
|
10,065 |
|
29,695 |
|
29,695 |
|
||||
|
Floating rate debt |
|
462,278 |
|
462,278 |
|
430,135 |
|
430,135 |
|
||||
The fair value of the floating rate debt under the Amended and Restated $100 Million Term Loan Facility and the Amended and Restated $253 Million Term Loan Facility are based on rates obtained upon our emergence from Chapter 11 on the Effective Date and there were no changes to rates pursuant to the April 2015 Amendments. The fair value of the floating rate debt under the $44 Million Term Loan Facility is based on rates that Baltic Trading initially obtained on the effective date of the facility, and there were no changes to rates pursuant to the Guarantee and Indemnity entered into by the Company during April 2015. The fair value of the floating rate debt under the 2015 Revolving Credit Facility is based on rates the Company recently obtained upon the effective date of the facility on April 7, 2015. The fair value of the $148 Million Credit Facility, $22 Million Term Loan Facility and the 2014 Term Loan Facilities is based on rates that Baltic Trading initially obtained upon the effective dates of these facilities which did not change pursuant to the Amendment and Consent Agreements effective on July 14, 2015. Refer to Note 8 — Debt for further information. Additionally, the Company considers its creditworthiness in determining the fair value of floating rate debt under the credit facilities. The carrying value approximates the fair market value for these floating rate loans. The carrying amounts of the Company’s other financial instruments at September 30, 2015 and December 31, 2014 (principally Due from charterers and Accounts payable and accrued expenses), approximate fair values because of the relatively short maturity of these instruments.
ASC Subtopic 820-10, “Fair Value Measurements & Disclosures” (“ASC 820-10”), applies to all assets and liabilities that are being measured and reported on a fair value basis. This guidance enables the reader of the financial statements to assess the inputs used to develop those measurements by establishing a hierarchy for ranking the quality and reliability of the information used to determine fair values. The fair value framework requires the categorization of assets and liabilities into three levels based upon the assumption (inputs) used to price the assets or liabilities. Level 1 provides the most reliable measure of fair value, whereas Level 3 generally requires significant management judgment. The three levels are defined as follows:
|
· |
Level 1—Valuations based on quoted prices in active markets for identical instruments that the Company is able to access. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these instruments does not entail a significant degree of judgment. |
|
· |
Level 2—Valuations based on quoted prices in active markets for instruments that are similar, or quoted prices in markets that are not active for identical or similar instruments, and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets. |
|
· |
Level 3—Valuations based on inputs that are unobservable and significant to the overall fair value measurement. |
As of September 30, 2015 and December 31, 2014, the fair values of the Company’s financial assets and liabilities are categorized as follows:
|
|
|
Successor |
|
||||
|
|
|
September 30, 2015 |
|
||||
|
|
|
Total |
|
Quoted |
|
||
|
Investments |
|
$ |
17,900 |
|
$ |
17,900 |
|
|
|
|
Successor |
|
||||
|
|
|
December 31, 2014 |
|
||||
|
|
|
Total |
|
Quoted |
|
||
|
Investments |
|
$ |
26,486 |
|
$ |
26,486 |
|
The Company holds an investment in the capital stock of Jinhui, which is classified as a long-term investment. The stock of Jinhui is publicly traded on the Oslo Stock Exchange and is considered a Level 1 item. The Company also holds an investment in the stock of KLC, which is classified as a long-term investment. The stock of KLC is publicly traded on the Korea Stock Exchange and is considered a Level 1 item. Cash and cash equivalents and restricted cash are considered Level 1 items as they represent liquid assets with short-term maturities. Floating rate debt is considered to be a Level 2 item as the Company considers the estimate of rates it could obtain for similar debt or based upon transaction amongst third parties. The Company did not have any Level 3 financial assets or liabilities as of September 30, 2015 and December 31, 2014.
|
|||
13 - PREPAID EXPENSES AND OTHER CURRENT AND NONCURRENT ASSETS
Prepaid expenses and other current assets consist of the following:
|
|
|
Successor |
|
Successor |
|
||
|
|
|
September 30, |
|
December 31, |
|
||
|
Lubricant inventory, fuel oil and diesel oil inventory and other stores |
|
$ |
11,910 |
|
$ |
11,018 |
|
|
Prepaid items |
|
2,488 |
|
4,638 |
|
||
|
Insurance receivable |
|
3,660 |
|
1,951 |
|
||
|
Other |
|
4,447 |
|
4,816 |
|
||
|
|
|
|
|
|
|
||
|
Total prepaid expenses and other current assets |
|
$ |
22,505 |
|
$ |
22,423 |
|
|
|
|
|
|
|
|
|
|
Other noncurrent assets in the amount of $514 at September 30, 2015 and December 31, 2014 represent the security deposit related to the operating lease entered into effective April 4, 2011. Refer to Note 19 — Commitments and Contingencies for further information related to the lease agreement.
|
|||
14 — DEFERRED FINANCING COSTS
Deferred financing costs include fees, commissions and legal expenses associated with securing loan facilities and other debt offerings and amending existing loan facilities. These costs are amortized over the life of the related debt and are included in interest expense. Refer to Note 8 — Debt for further information regarding the existing loan facilities.
Total net deferred financing costs consist of the following as of September 30, 2015 and December 31, 2014:
|
|
|
Successor |
|
Successor |
|
||
|
|
|
September 30, |
|
December31, |
|
||
|
|
|
|
|
|
|
||
|
$100 Million Term Loan Facility |
|
$ |
1,656 |
|
$ |
1,492 |
|
|
$253 Million Term Loan Facility |
|
3,485 |
|
3,135 |
|
||
|
$44 Million Term Loan Facility |
|
861 |
|
758 |
|
||
|
2015 Revolving Credit Facility |
|
1,254 |
|
— |
|
||
|
$148 Million Credit Facility |
|
3,570 |
|
3,233 |
|
||
|
$22 Million Term Loan Facility |
|
593 |
|
529 |
|
||
|
2014 Term Loan Facilities |
|
1,946 |
|
1,853 |
|
||
|
|
|
|
|
|
|
||
|
Total deferred financing costs |
|
13,365 |
|
11,000 |
|
||
|
Less: accumulated amortization |
|
2,417 |
|
729 |
|
||
|
|
|
|
|
|
|
||
|
Total |
|
$ |
10,948 |
|
$ |
10,271 |
|
|
|
|
|
|
|
|
|
|
Amortization expense for deferred financing costs for the Successor Company for the three and nine months ended September 30, 2015 and for the period from July 9 to September 30, 2014 was $637, $1,688 and $384, respectively. Amortization expense for deferred financing costs for the Predecessor Company for the period from July 1 to July 9, 2014 and for the period from January 1 to July 9, 2014 was $170 and $4,461, respectively. This amortization expense is recorded as a component of Interest expense in the Condensed Consolidated Statements of Operations.
Baltic Trading entered into the $148 Million Credit Facility on December 31, 2014, which was used to refinance the outstanding indebtedness under the 2010 Credit Facility. As such, on December 31, 2014, the net unamortized deferred financing costs associated with the 2010 Credit Facility are being amortized over the life of the $148 Million Credit Facility. (Refer to Note 8 — Debt)
|
|||
15 - FIXED ASSETS
Fixed assets consist of the following:
|
|
|
Successor |
|
Successor |
|
||
|
|
|
September 30, |
|
December 31, |
|
||
|
Fixed assets, at cost: |
|
|
|
|
|
||
|
Vessel equipment |
|
$ |
830 |
|
$ |
229 |
|
|
Furniture and fixtures |
|
462 |
|
462 |
|
||
|
Computer equipment |
|
142 |
|
129 |
|
||
|
|
|
|
|
|
|
||
|
Total costs |
|
1,434 |
|
820 |
|
||
|
Less: accumulated depreciation and amortization |
|
319 |
|
119 |
|
||
|
|
|
|
|
|
|
||
|
Total |
|
$ |
1,115 |
|
$ |
701 |
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization expense for fixed assets for the Successor Company for the three and nine months ended September 30, 2015 and for the period from July 9 to September 30, 2014 was $83, $200 and $66, respectively. Depreciation and amortization expense for fixed assets for the Predecessor Company for the period from July 1 to July 9, 2014 and for the period from January 1 to July 9, 2014 was $19 and $458, respectively. Refer to Note 3 — Cash Flow Information for information regarding the reclassification from fixed assets to vessels assets by the Predecessor Company during the period from January 1 to July 9, 2014.
|
|||
16 — ACCOUNTS PAYABLE AND ACCRUED EXPENSES
Accounts payable and accrued expenses consist of the following:
|
|
|
Successor |
|
Successor |
|
||
|
|
|
September 30, |
|
December 31, |
|
||
|
Accounts payable |
|
$ |
10,879 |
|
$ |
9,921 |
|
|
Accrued general and administrative expenses |
|
10,212 |
|
5,894 |
|
||
|
Accrued vessel operating expenses |
|
12,808 |
|
12,402 |
|
||
|
|
|
|
|
|
|
||
|
Total |
|
$ |
33,899 |
|
$ |
28,217 |
|
|
|
|
|
|
|
|
|
|
|
|||
17 — REVENUE FROM TIME CHARTERS
Total voyage revenue includes revenue earned on time charters, including revenue earned in vessel pools and spot market-related time charters, as well as the sale of bunkers consumed during short-term time charters. For the three and nine months ended September 30, 2015 and the period from July 9 to September 30, 2014, the Successor Company earned $49,167, $116,548 and $43,943 of voyage revenue, respectively. For the period from July 1 to July 9, 2014 and from January 1 to July 9, 2014, the Predecessor Company earned $4,043 and $118,759 of voyage revenue, respectively. There was no profit sharing revenue earned during the nine months ended September 30, 2015 and 2014. Future minimum time charter revenue, based on vessels committed to noncancelable time charter contracts as of November 4, 2015, is expected to be $2,536 for the remainder of 2015 and $1,529 for 2016, assuming off-hire due to any scheduled drydocking and that no additional off-hire time is incurred. For drydockings, the Company assumes twenty days of offhire. Future minimum revenue excludes revenue earned for the vessels currently in pool arrangements and vessels that are currently on or will be on spot market-related time charters, as spot rates cannot be estimated, as well as profit sharing revenue.
|
|||
18 — REORGANIZATION ITEMS, NET
Reorganization items, net represent amounts incurred and recovered subsequent to the bankruptcy filing as a direct result of the filing of the Chapter 11 Cases and are comprised of the following:
|
|
|
Successor |
|
|
Predecessor |
|
|||||
|
|
|
Three Months |
|
Period from |
|
|
Period from |
|
|||
|
Professional fees incurred |
|
$ |
169 |
|
$ |
857 |
|
|
$ |
15,126 |
|
|
Trustee fees incurred |
|
5 |
|
310 |
|
|
— |
|
|||
|
|
|
|
|
|
|
|
|
|
|||
|
Total reorganization fees |
|
$ |
174 |
|
$ |
1,167 |
|
|
$ |
15,126 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Gain on settlement of liabilities subject to compromise in exchange for equity issuance, net |
|
$ |
— |
|
$ |
— |
|
|
$ |
(33,832 |
) |
|
Fresh-start reporting adjustments |
|
— |
|
— |
|
|
914,240 |
|
|||
|
|
|
|
|
|
|
|
|
|
|||
|
Total fresh-start adjustment |
|
$ |
— |
|
$ |
— |
|
|
$ |
880,408 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Total reorganization items, net |
|
$ |
174 |
|
$ |
1,167 |
|
|
$ |
895,534 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Successor |
|
|
Predecessor |
|
|||||
|
|
|
Nine Months |
|
Period from |
|
|
Period from |
|
|||
|
Professional fees incurred |
|
$ |
644 |
|
$ |
857 |
|
|
$ |
34,981 |
|
|
Trustee fees incurred |
|
362 |
|
310 |
|
|
251 |
|
|||
|
|
|
|
|
|
|
|
|
|
|||
|
Total reorganization fees |
|
$ |
1,006 |
|
$ |
1,167 |
|
|
$ |
35,232 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Gain on settlement of liabilities subject to compromise in exchange for equity issuance, net |
|
$ |
— |
|
$ |
— |
|
|
$ |
(33,832 |
) |
|
Fresh-start reporting adjustments |
|
— |
|
— |
|
|
914,240 |
|
|||
|
|
|
|
|
|
|
|
|
|
|||
|
Total fresh-start adjustment |
|
$ |
— |
|
$ |
— |
|
|
$ |
880,408 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Total reorganization items, net |
|
$ |
1,006 |
|
$ |
1,167 |
|
|
$ |
915,640 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
19 — COMMITMENTS AND CONTINGENCIES
In September 2005, the Company entered into a 15-year lease for office space in New York, New York for which there was a free rental period from September 1, 2005 to July 31, 2006. On January 6, 2012, the Company ceased the use of this space. During the period from July 1 to July 9, 2014 and January 1 to July 9, 2014 the Predecessor Company recorded net rent expense of ($13) and ($41). Pursuant to the Plan that was approved by the Bankruptcy Court, the Debtors rejected the lease agreement on the Effective Date and the Company believes that it will owe the lessor the remaining liability.
Effective April 4, 2011, the Company entered into a seven-year sub-sublease agreement for additional office space in New York, New York. The term of the sub-sublease commenced June 1, 2011, with a free base rental period until October 31, 2011. Following the expiration of the free base rental period, the monthly base rental payments are $82 per month until May 31, 2015 and thereafter will be $90 per month until the end of the seven-year term. Pursuant to the sub-sublease agreement, the sublessor was obligated to contribute $472 toward the cost of the Company’s alterations to the sub-subleased office space. The Company has also entered into a direct lease with the over-landlord of such office space that will commence immediately upon the expiration of such sub-sublease agreement, for a term covering the period from May 1, 2018 to September 30, 2025; the direct lease provides for a free base rental period from May 1, 2018 to September 30, 2018. Following the expiration of the free base rental period, the monthly base rental payments will be $186 per month from October 1, 2018 to April 30, 2023 and $204 per month from May 1, 2023 to September 30, 2025. For accounting purposes, the sub-sublease agreement and direct lease agreement with the landlord constitutes one lease agreement. As a result of the straight-line rent calculation generated by the free rent period and the tenant work credit, the monthly straight-line rental expense for the term of the entire lease from June 1, 2011 to September 30, 2025 was $130 for the Predecessor Company. On the Effective Date, a revised straight-line rent calculation was completed as part of fresh-start reporting. The revised monthly straight-line rental expense for the remaining term of the lease from the Effective Date to September 30, 2025 is $150. The Successor Company had a long-term lease obligation at September 30, 2015 and December 31, 2014 of $969 and $390, respectively. Rent expense pertaining to this lease recorded by the Successor Company for the three and nine months ended September 30, 2015 and the period from July 9 to September 30, 2014 was $452, $1,356 and $410, respectively. Rent expense pertaining to this lease recorded by the Predecessor Company for the period from July 1 to July 9, 2014 and January 1 to July 9, 2014 was $34 and $813, respectively.
Future minimum rental payments on the above lease for the next five years and thereafter are as follows: $269 for the remainder of 2015, $1,076 annually for 2016 and 2017, $916 for 2018, $2,230 for 2019 and a total of $13,360 for the remaining term of the lease.
During the beginning of 2009, the Genco Cavalier, a 2007-built Supramax vessel, was on charter to Samsun when Samsun filed for the equivalent of bankruptcy protection in South Korea, otherwise referred to as a rehabilitation application. On February 5, 2010, the rehabilitation plan submitted by Samsun was approved by the South Korean courts. As part of the rehabilitation process, the Company’s claim of $17,212 will be settled in the following manner: 34.0%, or $5,852, will be paid in cash in annual installments on December 30th of each year from 2010 through 2019 ranging from 8.0% to 17.0%; the remaining 66.0%, or $11,360, was converted to Samsun shares at a specified value per share. On December 30, 2012, a total payment was due from Samsun in the amount of $527 which represents 9.0% of the total $5,852 approved cash settlement. On December 30, 2013, a total payment was due from Samsun in the amount of $468 which represents 8.0% if the total $5,852 approved cash settlement. During the year ended December 30, 2012, Samsun remitted only 50% of the payment due, or $263 and during the year ended December 31, 2013 there was no payment remitted. During the period from July 9 to September 30, 2014, the Successor Company recorded Other operating income of $296 which represents the remaining 50% of the payment that was due on December 30, 2012 including interest earned on those amounts. On July 3, 2015, Samsun filed for rehabilitation proceedings for the second time with the South Korean courts due to financial distress. The rehabilitation plan is still under review by the South Korean courts, and a proposed rehabilitation plan has not yet been implemented.
|
|||
20 — STOCK-BASED COMPENSATION
Genco Shipping & Trading — Predecessor Company
Under the Plan that was approved by the Bankruptcy Court, on the Effective Date, the 880,465 unvested shares that were issued under the Genco Shipping & Trading Limited 2005 and 2012 Equity Incentive Plans (the “GS&T Plans”) were deemed vested automatically and equity warrants were issued.
The total fair value of shares that vested under the GS&T Plans during the period from January 1 to July 9, 2014 for the Predecessor Company was $691. The total fair value is calculates as the number of shares vested during the period multiplied by the fair value on the vesting date.
For the period from July 1 to July 9, 2014 and from January 1 to July 9, 2014, the Predecessor Company recognized nonvested stock amortization expense for the GS&T Plans, which is included in General, administrative and management fees, as follows:
|
|
|
Predecessor |
|
||||
|
|
|
Period from |
|
Period from |
|
||
|
General, administrative and management fees |
|
$ |
1,583 |
|
$ |
2,403 |
|
Genco Shipping & Trading — Successor Company
2014 Management Incentive Plan
On the Effective Date, pursuant to the Chapter 11 Plan, the Company adopted the MIP. An aggregate of 9,668,061 shares of Common Stock were available for award under the MIP, which were awarded in the form of restricted stock grants and awards of three tiers of MIP Warrants with staggered strike prices based on increasing equity values. The number of shares of common stock available under the Plan represented approximately 1.8% of the shares of post-emergence Common Stock outstanding as of the Effective Date on a fully-diluted basis. Awards under the MIP were available to eligible employees, non-employee directors and/or officers of the Company and its subsidiaries (collectively, “Eligible Individuals”). Under the MIP, a committee appointed by the Board from time to time (or, in the absence of such a committee, the Board) (in either case, the “Plan Committee”) may grant a variety of stock-based incentive awards, as the Plan Committee deems appropriate, to Eligible Individuals. The MIP Warrants are exercisable on a cashless basis and contain customary anti-dilution protection in the event of any stock split, reverse stock split, stock dividend, reclassification, dividend or other distributions (including, but not limited to, cash dividends), or business combination transaction.
On August 7, 2014, pursuant to the MIP, certain individuals were granted MIP Warrants whereby each warrant can be converted on a cashless basis for the amount in excess of the respective strike price. The MIP Warrants were issued in three tranches, which are exercisable for 2,380,664, 2,467,009, and 3,709,788 shares and have exercise prices of $25.91 (the “$25.91 Warrants”), $28.73 (the “$28.73 Warrants”) and $34.19 (the “$34.19 Warrants”), respectively. The fair value of each warrant upon emergence from bankruptcy was $7.22 for the $25.91 Warrants, $6.63 for the $28.73 Warrants and $5.63 for the $34.19 Warrants. The warrant values were based upon a calculation using the Black-Scholes-Merton option pricing formula. This model uses inputs such as the underlying price of the shares issued when the warrant is exercised, volatility, cost of capital interest rate and expected life of the instrument. The Company has determined that the warrants should be classified within Level 3 of the fair value hierarchy by evaluating each input for the Black-Scholes-Merton option pricing formula against the fair value hierarchy criteria and using the lowest level of input as the basis for the fair value classification. The Black-Scholes-Merton option pricing formula used a volatility of 43.91% (representing the six-year volatility of a peer group), a risk-free interest rate of 1.85% and a dividend rate of 0%. The aggregate fair value of these awards upon emergence from bankruptcy was $54,436. The warrants vest 33.33% on each of the first three anniversaries of the grant date, with accelerated vesting upon a change in control of the Company.
For the three and nine months ended September 30, 2015 and the period from July 9 to September 30, 2014, the Successor Company recognized amortization expense of the fair value of these warrants, which is included in General, administrative and management fees, as follows:
|
|
|
Successor |
|
|||||||
|
|
|
Three Months |
|
Nine Months |
|
Period from |
|
|||
|
General, administrative and management fees |
|
$ |
5,646 |
|
$ |
22,134 |
|
$ |
5,010 |
|
Amortization of the unamortized stock-based compensation balance of $18,912 as of September 30, 2015 is expected to be expensed $3,807, $11,496, and $3,609 during the remainder of 2015 and during the years ending December 31, 2016 and 2017, respectively. The following table summarizes all the warrant activity for the nine months ended September 30, 2015:
|
|
|
Number of |
|
Weighted |
|
Weighted |
|
||
|
Outstanding at January 1, 2015 - Successor |
|
8,557,461 |
|
$ |
30.31 |
|
$ |
6.36 |
|
|
Granted |
|
— |
|
— |
|
— |
|
||
|
Exercisable |
|
(2,852,487 |
) |
30.31 |
|
6.36 |
|
||
|
Exercised |
|
— |
|
— |
|
— |
|
||
|
Forfeited |
|
— |
|
— |
|
— |
|
||
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
||
|
Outstanding at September 30, 2015 - Successor |
|
5,704,974 |
|
$ |
30.31 |
|
$ |
6.36 |
|
|
|
|
|
|
|
|
|
|
|
|
The following table summarizes certain information about the warrants outstanding as of September 30, 2015:
|
|
|
Warrants Outstanding, |
|
Warrants Exercisable, |
|
|||||||||||
|
|
|
|
|
|
|
Weighted |
|
|
|
|
|
Weighted |
|
|||
|
|
|
|
|
Weighted |
|
Average |
|
|
|
Weighted |
|
Average |
|
|||
|
Weighted |
|
Number of |
|
Average |
|
Remaining |
|
Number of |
|
Average |
|
Remaining |
|
|||
|
$ |
30.31 |
|
5,704,974 |
|
$ |
30.31 |
|
4.86 |
|
2,852,487 |
|
$ |
30.31 |
|
4.86 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The nonvested stock awards granted under the MIP will vest ratably on each of the three anniversaries of the determined vesting date of August 7, 2014. The table below summarizes the Successor Company’s nonvested stock awards for the nine months ended September 30, 2015 which were issued under the MIP:
|
|
|
Number of |
|
Weighted |
|
|
|
Outstanding at January 1, 2015 - Successor |
|
1,110,600 |
|
$ |
20.00 |
|
|
Granted |
|
— |
|
— |
|
|
|
Vested |
|
(370,200 |
) |
20.00 |
|
|
|
Forfeited |
|
— |
|
— |
|
|
|
|
|
|
|
|
|
|
|
Outstanding at September 30, 2015 - Successor |
|
740,400 |
|
$ |
20.00 |
|
The total fair value of MIP restricted shares that vested during the nine months ended September 30, 2015 for the Successor Company was $2,662. There were no MIP restricted shares that vested during the period from July 9 to September 30, 2014 for the Successor Company. The total fair value is calculated as the number of shares vested during the period multiplied by the fair value on the vesting date.
For the three and nine months ended September 30, 2015 and the period from July 9 to September 30, 2014, the Successor Company recognized nonvested stock amortization expense for the MIP restricted shares, which is included in General, administrative and management fees, as follows:
|
|
|
Successor |
|
|||||||
|
|
|
Three Months |
|
Nine Months |
|
Period from |
|
|||
|
General, administrative and management fees |
|
$ |
2,304 |
|
$ |
9,031 |
|
$ |
2,044 |
|
The Company is amortizing these grants over the applicable vesting periods, net of anticipated forfeitures. As of September 30, 2015, unrecognized compensation cost of $7,717 related to nonvested stock will be recognized over a weighted-average period of 1.85 years.
Restricted Stock Units
The Successor Company has issued restricted stock units (“RSUs”) to certain members of the Board of Directors, which represent the right to receive a share of common stock, or in the sole discretion of the Company’s Compensation Committee, the value of a share of common stock on the date that the RSU vests. The RSUs generally vest on the date of the Company’s annual shareholders meeting following the date of the grant. On July 13, 2015 and July 29, 2015, the Company issued 16,188 and 58,215 RSUs, respectively, to members of the Company’s Board of Directors. The 16,188 RSUs vested on July 17, 2015. No shares of the Company’s common stock are currently outstanding in respect of the RSUs. Such shares will only be issued in respect of vested RSUs when the director’s service with the Company as a director terminates.
The RSUs that have been issued to certain members of the Board of Directors generally vest on the date of the annual shareholders meeting of the Company following the date of the grant. The table below summarizes the Successor Company’s RSUs for the nine months ended September 30, 2015:
|
|
|
Number of |
|
Weighted |
|
|
|
Outstanding at January 1, 2015 - Successor |
|
— |
|
$ |
— |
|
|
Granted |
|
74,403 |
|
7.11 |
|
|
|
Vested |
|
(16,188 |
) |
7.00 |
|
|
|
Forfeited |
|
— |
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at September 30, 2015 - Successor |
|
58,215 |
|
$ |
7.15 |
|
|
|
|
|
|
|
|
|
The total fair value of the RSUs that vested during the nine months ended September 30, 2015 for the Successor Company was $116. There were no RSUs that vested during the period from July 9 to September 30, 2014 for the Successor Company. The total fair value is calculated as the number of shares vested during the period multiplied by the fair value on the vesting date.
The following table summarizes certain information about the RSUs vested, not outstanding as of September 30, 2015:
|
Unvested RSUs |
|
Vested RSUs |
|
||||||||
|
|
|
|
|
Weighted |
|
|
|
|
|
||
|
|
|
Weighted |
|
Average |
|
|
|
Weighted |
|
||
|
Number of |
|
Average |
|
Remaining |
|
Number of |
|
Average |
|
||
| 58,215 |
|
$ |
7.15 |
|
0.62 |
|
16,188 |
|
$ |
7.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The Company is amortizing these grants over the applicable vesting periods, net of anticipated forfeitures. As of September 30, 2015, unrecognized compensation cost of $325 related to RSUs will be recognized over a weighted-average period of 0.62 years.
For the three and nine months ended September 30, 2015 and the period from July 9 to September 30, 2014, the Successor Company recognized nonvested stock amortization expense for the RSUs, which is included in General, administrative and management fees as follows:
|
|
|
Successor |
|
|||||||
|
|
|
Three Months |
|
Nine Months |
|
Period from |
|
|||
|
General, administrative and management fees |
|
$ |
235 |
|
$ |
235 |
|
$ |
— |
|
Baltic Trading Limited
On March 13, 2014, Baltic Trading’s Board of Directors approved an amendment to the Baltic Trading Limited 2010 Equity Incentive Plan (the “Baltic Trading Plan”) that increased the aggregate number of shares of common stock available for awards from 2,000,000 to 6,000,000 shares. Additionally, on April 9, 2014, at Baltic Trading’s 2014 Annual Meeting of Shareholders, Baltic Trading’s shareholders approved the amendment to the Baltic Trading Plan. When the Merger was completed on July 17, 2015, the 1,941,844 nonvested shares issued under the Baltic Trading Plan vested automatically and received the same consideration in the Merger as holders of Baltic Trading’s common stock. Refer to Note 1 — General Information for further information regarding the Merger. The vesting of these shares is included in the $3,665 of expense recorded during the three months ended September 30, 2015.
|
|
|
Number of Baltic |
|
Weighted |
|
|
|
Outstanding at January 1, 2015 |
|
1,941,844 |
|
$ |
3.80 |
|
|
Granted |
|
— |
|
— |
|
|
|
Vested |
|
(1,941,844 |
) |
3.80 |
|
|
|
Forfeited |
|
— |
|
— |
|
|
|
|
|
|
|
|
|
|
|
Outstanding at September 30, 2015 |
|
— |
|
$ |
— |
|
The total fair value of shares that vested under the Baltic Trading Plan during the nine months ended September 30, 2015 and the period from July 9 to September 30, 2014 for the Successor Company was $2,913 and $0, respectively. The total fair value of shares that vested under the Baltic Trading Plan during the period from January 1 to July 9, 2014 for the Predecessor Company was $1,143. The total fair value is calculated as the number of shares vested during the period multiplied by the fair value on the vesting date.
The Successor Company and the Predecessor Company recognized nonvested stock amortization expense for the Baltic Trading Plan, which is included in General, administrative and management fees, as follows:
|
|
|
Successor |
|
Predecessor |
|
|||||||||||
|
|
|
Three Months |
|
Nine Months |
|
Period from |
|
Period from |
|
Period from |
|
|||||
|
General, administrative and management fees |
|
$ |
3,665 |
|
$ |
5,273 |
|
$ |
818 |
|
$ |
78 |
|
$ |
1,949 |
|
|
|||
21 - LEGAL PROCEEDINGS
Refer to Note 1 — General Information for information concerning the Chapter 11 Cases.
On March 28, 2014, the Genco Auvergne was arrested due to a disputed claim with the charterer of one of the Company’s other vessels, namely the Genco Ardennes. In order for the Company to release the Genco Auvergne from its arrest, the Company entered into a cash collateralized $900 bank guarantee with Skandinaviska Enskilda Banken AB (the “SEB Bank Guarantee”) on April 3, 2014. The vessel has since been released from its arrest, and the bank guarantee was released from escrow to the Company on June 22, 2015 after the arbitration related to this case was completed. The SEB Bank Guarantee resulted in additional indebtedness by the Company. As the Company was in default under the covenants of its 2007 Credit Facility due to the default on a scheduled debt amortization payment due on March 31, 2014, on April 3, 2014 the Company received a consent from the lenders under the 2007 Credit Facility to incur this additional indebtedness. Also, under the $253 Million Term Loan Facility for which the Genco Auvergne is collateralized, the Company may not incur additional indebtedness related to its collateralized vessels under this facility. The Company also received a consent from the lenders under the $253 Million Term Loan Facility on April 3, 2014 in order to enter the SEB Bank Guarantee.
In April 2015, six class action complaints were filed in the Supreme Court of the State of New York, County of New York, styled Erol Sarikaya v. Peter C. Georgiopoulos et al., Index No. 651244/2015, filed on April 15, 2015, voluntarily dismissed, and refiled as Joshua Bourne v. Peter C. Georgiopoulos et al., Index No. 651429/2015, filed on April 28, 2015, Justin Wilson v. Baltic Trading Ltd., et al., Index No. 651241/2015, filed on April 15, 2015, Sangeetha Ganesan v. Baltic Trading Limited et al., Index No. 651279/2015, filed on April 17, 2015, Edward Braunstein v. Peter C. Georgiopoulos et al., Index No. 651368/2015, filed on April 23, 2015, Larry Williams v. Baltic Trading Ltd., et al., Index No. 651371/2015, filed on April 23, 2015, and Larry Goldstein and Bernhard Stomporowski v. John C. Wobensmith et al., Index No. 651407/2015, filed on April 27, 2015. All six complaints purport to be brought by and on behalf of the Baltic Trading’s shareholders. The plaintiff in each action alleges the proposed merger does not fairly compensate Baltic Trading’s shareholders and undervalues Baltic Trading. Each lawsuit names as defendants some or all of the Company, Baltic Trading, the individual members of Baltic Trading’s board, the Company’s and Baltic Trading’s President, and the Company’s merger subsidiary. The claims generally allege (i) breaches of fiduciary duties of good faith, due care, disclosure to shareholders, and loyalty, including for failing to maximize shareholder value, and (ii) aiding and abetting those breaches. Among other relief, the complaints seek an injunction against the merger, declaratory judgments that the individual defendants breached fiduciary duties, rescission of the merger agreement, and unspecified damages. On May 26, 2015, the six above described actions were consolidated under the caption In Re Baltic Trading Ltd. Stockholder Litigation, Index No. 651241/2015, and a consolidated class action complaint was filed on June 10, 2015 (the “Consolidated Complaint”).
On June 30, 2015, Defendants moved to dismiss the Consolidated Complaint in its entirety; that motion is pending. On July 9, 2015, plaintiffs in that action moved to enjoin the merger vote, scheduled to take place on July 17, 2015. The motion was thereafter fully briefed and argued on July 15, 2015. The motion to enjoin the vote was denied. Plaintiffs sought an emergency injunction and temporary restraining order from the New York State Appellate Division, First Department the following day, on July 16, 2015. The Appellate Division denied the request, and the vote, and subsequent merger, proceeded as scheduled on July 17, 2015. Plaintiffs thereafter withdrew the appeal.
Separately, on or around May 12, 2015, a complaint was filed in the United States District Court for the Southern District of New York, styled Todd J. Biederman v. Baltic Trading Limited et al., 15-cv-3711 (RJS), seeking relief pursuant to Sections 14(a) and 20(a) of the Exchange Act and also alleging breaches of fiduciary duties and aiding and abetting those breaches. That complaint alleges facts and seeks relief similar to that in the actions in the New York State Supreme Court, in addition to claims regarding the adequacy of the preliminary joint proxy statement/prospectus and Form S-4 disclosures.
Based on currently available information, the Company cannot reasonably estimate the loss, if any, in the event of an unfavorable outcome in any of these matters. However, the Company does not believe that it is probable that the resolution of these matters will have a material financial reporting consequence.
From time to time, the Company may be subject to legal proceedings and claims in the ordinary course of its business, principally personal injury and property casualty claims. Such claims, even if lacking merit, could result in the expenditure of significant financial and managerial resources. The Company is not aware of any legal proceedings or claims that it believes will have, individually or in the aggregate, a material effect on the Company, its financial condition, results of operations or cash flows besides those noted above.
|
|||
23 - RESTATEMENT OF CONSOLIDATED FINANCIAL STATEMENTS OF THE SUCCESSOR COMPANY
Subsequent to the issuance of the Company’s 2014 consolidated financial statements on March 2, 2015, the Company became aware of an error in its allocation of goodwill impairment to the noncontrolling interest recognized in December 2014 by the Company associated with its consolidated subsidiary Baltic Trading. As a result of this error, amounts allocated to the Company’s noncontrolling interest in the Company’s previously reported Consolidated Statement of Operations of the Successor Company for the period from July 9, 2014 to December 31, 2014 and the Company’s previously reported Consolidated Balance Sheet of the Successor Company as of December 31, 2014 were incorrect.
The error affected the Company’s previously reported Net loss allocable to GS&T and the noncontrolling interest and Net loss per share allocable to GS&T on the Company’s Consolidated Statement of Operations of the Successor Company for the period from July 9, 2014 to December 31, 2014, as well as the Company’s previously reported allocation of shareholders’ equity to the shareholders of the Company and the noncontrolling interest on the Company’s Consolidated Balance Sheet of the Successor Company as of December 31, 2014. The error did not impact the Company’s previously reported consolidated revenues, operating expenses, net loss or cash flows for the Successor Company for the period from July 9, 2014 to December 31, 2014, or the Company’s previously reported consolidated assets, liabilities or total equity of the Successor Company as of December 31, 2014.
The Company determined its previously issued consolidated financial statements for the year ended December 31, 2014 should be restated to correct for this error. The effect of correcting for this error resulted in: 1) a decrease in previously reported net loss attributable to GS&T and an increase in previously reported Net loss attributable to noncontrolling interest for the period from July 9, 2014 to December 31, 2014 by the same amount; and 2) an increase in GS&T’s equity attributable to its shareholders and a decrease in the Noncontrolling interest in the Consolidated Balance Sheet as of December 31, 2014 by the same amount. The effect of correcting these errors is summarized as follows:
|
· |
For the period from July 9, 2014 to December 31, 2014, the previously reported Net loss attributable to GS&T decreased by $21,823 to $182,294 from $204,117 as a result of the restatement. This also resulted in a change in Net loss per share from $3.38 to $3.02 as a result of the restatement. After the restatement, the Net loss attributable to noncontrolling interest for the period from July 9, 2014 to December 31, 2014 increased by $21,823 to $31,064 from $9,241. The Company’s consolidated Net loss for the period from July 9, 2014 to December 31, 2014 was unchanged at $213,358. |
|
· |
As of December 31, 2014, the previously reported equity recorded by GS&T attributable to its shareholders increased by $21,823 to $1,044,201 from $1,022,378 as a result of the restatement. After restatement, as of December 31, 2014, the noncontrolling interest’s equity decreased by $21,823 to $248,573 from $270,396. The Company’s consolidated total equity in its Consolidated Balance Sheet as of December 31, 2014 was unchanged at $1,292,774. |
22 — RESTATEMENT OF CONSOLIDATED FINANCIAL STATEMENTS OF THE PREDECESSOR COMPANY
Subsequent to the issuance of the Company’s 2014 consolidated financial statements on March 2, 2015, the Company became aware of errors in its determination of certain previously reported amounts in its Predecessor period financial reporting for the period from January 1, 2014 to July 9, 2014 related to its application of fresh-start accounting under ASC 852. These errors were also applicable to the period from July 1, 2014 to July 9, 2014. These errors were related to the items included in the determination of the “Reorganization items, net” account balance on the Company’s Consolidated Statement of Operations of the Predecessor for the period from January 1, 2014 to July 9, 2014 and July 1, 2014 to July 9, 2014, which affected the Company’s previously reported Net income and Net income per share, Net income attributable to Genco Shipping & Trading Limited and Net loss attributable to noncontrolling interest for this period.
The Company determined its previously issued consolidated financial statements for the Predecessor Company for the period ended July 9, 2014 should be restated to correct for these errors. The effect of correcting for these errors resulted in (1) changing the Company’s previously reported gain on Reorganization items, net to a loss, (2) changing the Company’s previously reported Net income and Net income per share to a Net loss and Net loss per share, respectively, (3) changing the Company’s previously reported Net income attributable to Genco Shipping & Trading Limited to a Net loss attributable to Genco Shipping & Trading Limited, and increasing the Company’s previously reported Net loss attributable to noncontrolling interest for the period from January 1, 2014 to July 9, 2014 and July 1, 2014 to July 9, 2014. The effect of correcting these errors for the period from January 1, 2014 to July 9, 2014 has been disclosed in the 2014 10-K. The effect of correcting these errors for the period from July 1 to July 9, 2014 is summarized in the following tables:
Condensed Consolidated Statement of Operations
(U.S. Dollars in Thousands, Except for Earnings Per Share and Share Data)
|
|
|
Predecessor |
|
|
|
Predecessor |
|
|||
|
|
|
Period from |
|
Adjustment |
|
Period from |
|
|||
|
Loss before reorganization items, net |
|
$ |
(9,884 |
) |
— |
|
$ |
(9,884 |
) |
|
|
Reorganization items, net |
|
902,273 |
|
(1,797,807 |
)(a) |
(895,534 |
) |
|||
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|||
|
(Loss) income before income taxes |
|
892,389 |
|
(1,797,807 |
) |
(905,418 |
) |
|||
|
Income tax expense |
|
(38 |
) |
— |
|
(38 |
) |
|||
|
Net (loss) income |
|
892,351 |
|
(1,797,807 |
) |
(905,456 |
) |
|||
|
Less: Net loss attributable to noncontrolling interest |
|
(568 |
) |
(53,367 |
)(b) |
(53,935 |
) |
|||
|
|
|
|
|
|
|
|
|
|||
|
Net (loss) income attributable to Genco Shipping & Trading Limited |
|
$ |
892,919 |
|
$ |
(1,744,440 |
) |
$ |
(851,521 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Net (loss) income per share-basic |
|
$ |
20.49 |
|
N/A |
|
$ |
(19.54 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income per share-diluted |
|
$ |
20.49 |
|
N/A |
|
$ |
(19.54 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding-basic |
|
43,568,942 |
|
N/A |
|
43,568,942 |
|
|||
|
|
|
|
|
|
|
|
|
|||
|
Weighted average common shares outstanding-diluted |
|
43,568,942 |
|
N/A |
|
43,568,942 |
|
|||
|
|
|
|
|
|
|
|
|
|||
|
Dividends declared per share |
|
$ |
— |
|
N/A |
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) |
The adjustment is the result of errors in the Company’s prior accounting for the following transactions associated with the application of fresh—start accounting: |
|
|
|
Adjustment |
|
|
|
Discharge of Predecessor equity <1> |
|
$ |
(829,974 |
) |
|
Issuance of Successor equity <2> |
|
(1,133,900 |
) |
|
|
Recording of goodwill in fresh-start accounting <3> |
|
166,067 |
|
|
|
|
|
|
|
|
|
Total |
|
$ |
(1,797,807 |
) |
|
|
|
|
|
|
<1>The accounting consequences related to the discharge of Predecessor equity were previously reported as a component in the computation of “Reorganization items, net”. The adjustment is to exclude the accounting consequences related to the discharge of Predecessor equity from the computation of “Reorganization items, net”.
<2>The accounting consequences related to the issuance of Successor equity were previously excluded as a component in the computation of “Reorganization items, net”. The adjustment is to include from the accounting consequences related to the issuance of Successor equity in the computation of “Reorganization items, net”.
<3>The accounting consequences related to the recognition of goodwill were previously excluded as a component in the computation of “Reorganization items, net”. The adjustment is to include the accounting consequences related to the establishment of goodwill in the computation of “Reorganization items, net”.
|
(b) |
The adjustment is the result of errors in the Company’s prior accounting for the consequences to non-controlling interests of certain transactions associated with the application of fresh-start accounting. |
Condensed Consolidated Statement of Comprehensive Loss
(U.S. Dollars in Thousands)
|
|
|
Predecessor |
|
|
|
Predecessor |
|
|||
|
|
|
Period from |
|
Adjustment |
|
Period from |
|
|||
|
Net (loss) income |
|
$ |
892,351 |
|
$ |
(1,797,807 |
) |
(905,456 |
) |
|
|
|
|
|
|
|
|
|
|
|||
|
Change in unrealized (loss) gain on investments |
|
2,186 |
|
— |
|
2,186 |
|
|||
|
Unrealized gain on cash flow hedges, net |
|
95 |
|
— |
|
95 |
|
|||
|
|
|
|
|
|
|
|
|
|||
|
Other comprehensive (loss) income |
|
2,281 |
|
— |
|
2,281 |
|
|||
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|||
|
Comprehensive (loss) income |
|
894,632 |
|
(1,797,807 |
) |
(903,175 |
) |
|||
|
Less: Comprehensive loss attributable to noncontrolling interest |
|
(568 |
) |
(53,367 |
) |
(53,935 |
) |
|||
|
|
|
|
|
|
|
|
|
|||
|
Comprehensive (loss) income attributable to Genco Shipping & Trading Limited |
|
$ |
895,200 |
|
$ |
(1,744,440 |
) |
$ |
(849,240 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
23 - RESTATEMENT OF CONSOLIDATED FINANCIAL STATEMENTS OF THE SUCCESSOR COMPANY
Subsequent to the issuance of the Company’s 2014 consolidated financial statements on March 2, 2015, the Company became aware of an error in its allocation of goodwill impairment to the noncontrolling interest recognized in December 2014 by the Company associated with its consolidated subsidiary Baltic Trading. As a result of this error, amounts allocated to the Company’s noncontrolling interest in the Company’s previously reported Consolidated Statement of Operations of the Successor Company for the period from July 9, 2014 to December 31, 2014 and the Company’s previously reported Consolidated Balance Sheet of the Successor Company as of December 31, 2014 were incorrect.
The error affected the Company’s previously reported Net loss allocable to GS&T and the noncontrolling interest and Net loss per share allocable to GS&T on the Company’s Consolidated Statement of Operations of the Successor Company for the period from July 9, 2014 to December 31, 2014, as well as the Company’s previously reported allocation of shareholders’ equity to the shareholders of the Company and the noncontrolling interest on the Company’s Consolidated Balance Sheet of the Successor Company as of December 31, 2014. The error did not impact the Company’s previously reported consolidated revenues, operating expenses, net loss or cash flows for the Successor Company for the period from July 9, 2014 to December 31, 2014, or the Company’s previously reported consolidated assets, liabilities or total equity of the Successor Company as of December 31, 2014.
The Company determined its previously issued consolidated financial statements for the year ended December 31, 2014 should be restated to correct for this error. The effect of correcting for this error resulted in: 1) a decrease in previously reported net loss attributable to GS&T and an increase in previously reported Net loss attributable to noncontrolling interest for the period from July 9, 2014 to December 31, 2014 by the same amount; and 2) an increase in GS&T’s equity attributable to its shareholders and a decrease in the Noncontrolling interest in the Consolidated Balance Sheet as of December 31, 2014 by the same amount. The effect of correcting these errors is summarized as follows:
|
· |
For the period from July 9, 2014 to December 31, 2014, the previously reported Net loss attributable to GS&T decreased by $21,823 to $182,294 from $204,117 as a result of the restatement. This also resulted in a change in Net loss per share from $3.38 to $3.02 as a result of the restatement. After the restatement, the Net loss attributable to noncontrolling interest for the period from July 9, 2014 to December 31, 2014 increased by $21,823 to $31,064 from $9,241. The Company’s consolidated Net loss for the period from July 9, 2014 to December 31, 2014 was unchanged at $213,358. |
|
· |
As of December 31, 2014, the previously reported equity recorded by GS&T attributable to its shareholders increased by $21,823 to $1,044,201 from $1,022,378 as a result of the restatement. After restatement, as of December 31, 2014, the noncontrolling interest’s equity decreased by $21,823 to $248,573 from $270,396. The Company’s consolidated total equity in its Consolidated Balance Sheet as of December 31, 2014 was unchanged at $1,292,774. |
|
|||
24 - SUBSEQUENT EVENTS
On October 9, 2015, the Company took delivery of the Baltic Mantis, a 63,470 dwt Ultramax newbuilding vessel from Yangfan Group Co., Ltd. The Company utilized cash on hand and $16,500 of proceeds from the $33,000 term loan facility under the $148 Million Credit Facility to pay the remaining balance of $19,600 for the Baltic Mantis.
On November 4, 2015, thirteen of the Company’s wholly-owned subsidiaries entered into the $98 Million Credit Facility to be used for working capital purposes. On November 10, 2015, the Company drew down $98,271 on the $98 Million Credit Facility. Refer to Note 8 — Debt for additional information.
|
|||
Principles of consolidation
The accompanying condensed consolidated financial statements have been prepared in accordance with U.S. GAAP, which include the accounts of GS&T, Baltic Trading and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.
Basis of presentation
The accompanying condensed consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial information and the rules and regulations of the Securities and Exchange Commission (the “SEC”). In the opinion of management of the Company, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and operating results have been included in the statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. These condensed consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s annual report on Form 10-K for the year ended December 31, 2014, as amended (the “2014 10-K”). The results of operations for the three and nine month periods ended September 30, 2015 are not necessarily indicative of the operating results to be expected for the year ending December 31, 2015.
Segment reporting
The Company reports financial information and evaluates its operations by charter revenues and not by the length of ship employment for its customers, i.e., spot or time charters. Each of the Company’s vessels serve the same type of customer, have similar operations and maintenance requirements, operate in the same regulatory environment, and are subject to similar economic characteristics. Based on this, the Company has determined that it operates in one reportable segment, after the effective date of the Merger on July 17, 2015, which is engaged in the ocean transportation of drybulk cargoes worldwide through the ownership and operation of drybulk carrier vessels. Prior to the Merger, the Company had two reportable operating segments, GS&T and Baltic Trading.
Vessels, net
Vessels, net is stated at cost less accumulated depreciation. Included in vessel costs are acquisition costs directly attributable to the acquisition of a vessel and expenditures made to prepare the vessel for its initial voyage. The Company also capitalizes interest costs for a vessel under construction as a cost which is directly attributable to the acquisition of a vessel. Vessels are depreciated on a straight-line basis over their estimated useful lives, determined to be 25 years from the date of initial delivery from the shipyard. Depreciation expense for vessels for the Successor Company for the three and nine months ended September 30, 2015 and the period from July 9 to September 30, 2014 was $19,172, $56,869 and $17,221, respectively. Depreciation expense for vessels for the Predecessor Company for the period from July 1 to July 9, 2014 and from January 1 to July 9, 2014 was $3,039 and $71,756, respectively.
Depreciation expense is calculated based on cost less the estimated residual scrap value. The costs of significant replacements, renewals and betterments are capitalized and depreciated over the shorter of the vessel’s remaining estimated useful life or the estimated life of the renewal or betterment. Undepreciated cost of any asset component being replaced that was acquired after the initial vessel purchase is written off as a component of vessel operating expense. Expenditures for routine maintenance and repairs are expensed as incurred. Scrap value is estimated by the Company by taking the cost of steel times the weight of the ship noted in lightweight tons (lwt). Effective July 9, 2014, the Company increased the estimated scrap value of the vessels from $245 per lwt to $310 per lwt prospectively based on the 15-year average scrap value of steel. During the three and nine months ended September 30, 2015, the increase in the estimated scrap value resulted in a decrease in depreciation expense of $805 and $2,388, respectively. The decrease in depreciation expense does not take into effect the revaluation of the vessel assets due to fresh-start reporting. During the period from July 9 to September 30, 2014, the increase in the estimated scrap value resulted in a decrease in depreciation expense of $735 for the Successor Company.
Deferred revenue
Deferred revenue primarily relates to cash received from charterers prior to it being earned. These amounts are recognized as income when earned. Additionally, deferred revenue includes estimated customer claims mainly due to time charter performance issues. As of September 30, 2015 and December 31, 2014, the Successor Company had an accrual of $505 and $662, respectively, related to these estimated customer claims.
Voyage expense recognition
In time charters, spot market-related time charters and pool agreements, operating costs including crews, maintenance and insurance are typically paid by the owner of the vessel and specified voyage costs such as fuel and port charges are paid by the charterer. There are certain other non-specified voyage expenses, such as commissions, which are typically borne by the Company. At the inception of a time charter, the Company records the difference between the cost of bunker fuel delivered by the terminating charterer and the bunker fuel sold to the new charterer as a gain or loss within voyage expenses. These differences in bunkers resulted in a net loss (gain) of $2,394, $5,054 and ($36) during the three and nine months ended September 30, 2015 and the period from July 9 to September 30, 2014, respectively, for the Successor Company. During the period from July 1 to July 9, 2014 and from January 1 to July 9, 2014, the Predecessor Company recorded a net gain of ($3) and ($252), respectively. Additionally, voyage expenses include the cost of bunkers consumed during short-term time charters pursuant to the terms of the time charter agreement, as well as any adjustments to record fuel inventory at the lower of cost or market at the balance sheet date.
Impairment of vessel assets
During the three and nine months ended September 30, 2015, the Successor Company recorded $0 and $35,396, respectively, related to the impairment of vessel assets in accordance with ASC 360 — “Property, Plant and Equipment” (“ASC 360”). At March 31, 2015, the Company determined that the sale of the Baltic Lion and Baltic Tiger was more likely than not based on Baltic Trading’s expressed consideration to divest of those vessels. Therefore, the time utilized to determine the recoverability of the carrying value of the vessel assets was significantly reduced, and after determining that the sum of the estimated undiscounted future cash flows attributable to the Baltic Lion and Baltic Tiger would not exceed the carrying value of the respective vessels, the Company reduced the carrying value of each vessel to its estimated fair value, which was determined primarily based on appraisals and third-party broker quotes. On April 8, 2015, the Baltic Lion and Baltic Tiger entities were sold to GS&T. Refer to Note 1 — General Information for details pertaining to the sale of these entities.
Loss on disposal of vessels
During the three and nine months ended September 30, 2015, the Successor Company recorded $0 and $1,210, respectively, related to the loss on sale of vessels related to the sale of the Baltic Lion and Baltic Tiger entities to GS&T from Baltic Trading on April 8, 2015.
Noncontrolling interest
Net loss attributable to noncontrolling interest during the three and nine months ended September 30, 2015 and the period from July 9 to September 30, 2014 for the Successor Company was $7,178, $59,471 and $4,272. Net loss attributable to noncontrolling interest during the period from July 1 to July 9, 2014 and January 1 to July 9, 2014 was $53,935 and $62,101, respectively. The aforementioned amounts reflect the noncontrolling interest’s share of the net loss of the Company’s subsidiary, Baltic Trading, prior to the Merger on July 17, 2015, which owned and employed drybulk vessels in the spot market, in vessel pools or on spot market-related time charters. The spot market represents immediate chartering of a vessel, usually for single voyages. At December 31, 2014, the noncontrolling interest held an 89.15% economic interest in Baltic Trading while only holding 35.40% of the voting power.
Investments
The Company holds an investment in the capital stock of Jinhui Shipping and Transportation Limited (“Jinhui”) and in Korea Line Corporation (“KLC”). Jinhui is a drybulk shipping owner and operator focused on the Supramax segment of drybulk shipping. KLC is a marine transportation service company which operates a fleet of carriers which includes carriers for iron ore, liquefied natural gas and tankers for oil and petroleum products. The investments in Jinhui and KLC have been designated as Available For Sale (“AFS”) and are reported at fair value, with unrealized gains and losses recorded in equity as a component of accumulated other comprehensive income (loss) (“AOCI”). The Company classifies the investments as current or noncurrent assets based on the Company’s intent to hold the investments at each reporting date.
Investments are reviewed quarterly to identify possible other-than-temporary impairment in accordance with ASC Subtopic 320-10, “Investments — Debt and Equity Securities” (“ASC 320-10”). When evaluating its investments, the Company reviews factors such as the length of time and extent to which fair value has been below the cost basis, the financial condition of the issuer, the underlying net asset value of the issuer’s assets and liabilities, and the Company’s ability and intent to hold the investment for a period of time which may be sufficient for anticipated recovery in market value. Should the decline in the value of any investment be deemed to be other-than-temporary, the investment basis would be written down to fair market value, and the write-down would be recorded to earnings as a loss. Refer to Note 5 — Investments.
Income taxes
Pursuant to certain agreements, GS&T technically and commercially managed vessels for Baltic Trading until the Merger, as well as provides technical management of vessels for MEP in exchange for specified fees for these services provided. These services are performed by Genco Management (USA) Limited (“Genco (USA)”), which has elected to be taxed as a corporation for United States federal income tax purposes. As such, Genco (USA) is subject to United States federal income tax on its worldwide net income, including the net income derived from providing these services. Genco (USA) has entered into a cost-sharing agreement with the Company and Genco Ship Management LLC, collectively Manco, pursuant to which Genco (USA) agrees to reimburse Manco for the costs incurred by Genco (USA) for the use of Manco’s personnel and services in connection with the provision of the services for both Baltic Trading and MEP’s vessels.
Total revenue earned by the Successor Company for these services during the three and nine months ended September 30, 2015 was $1,012 and $5,692, respectively, of which $184 and $3,235, respectively, eliminated upon consolidation. After allocation of certain expenses, there was taxable income of $593 associated with these activities for the three months ended September 30, 2015. This resulted in estimated tax expense of $269 for the three months ended September 30, 2015. After allocation of certain expense, there was taxable income of $3,323 associated with these activities for the nine months ended September 30, 2015. This resulted in estimated income tax expense of $1,499 for the nine months ended September 30, 2015.
Total revenue earned by the Successor Company for these services during the period from July 9 to September 30, 2014 was $1,692, of which $936 eliminated upon consolidation. After allocation of certain expenses, there was taxable income of $847 associated with these activities for the period from July 9 to September 30, 2014. This resulted in estimated tax expense of $381 for the period from July 9 to September 30, 2014.
Total revenue earned by the Predecessor Company for these services during the period from July 1 to July 9, 2014 and January 1 to July 9, 2014 was $160 and $3,857, respectively, of which $89 and $2,156, respectively, were eliminated upon consolidation. After allocation of certain expenses, there was taxable income of $73 associated with these activities for the period from July 1 to July 9, 2014. This resulted in estimated tax expense of $36 for the period from July 1 to July 9, 2014. After allocation of certain expenses, there was taxable income of $1,723 associated with these activities for the period from January 1 to July 9, 2014. This resulted in income tax expense of $776 for the period from January 1 to July 9, 2014.
Baltic Trading is subject to income tax on its United States source income. During the three and nine months ended September 30, 2015, Baltic Trading had United States operations that resulted in United States source income of $583 and $1,348, respectively, as recorded by the Successor Company. Baltic Trading’s estimated United States income tax expense for the three and nine months ended September 30, 2015 was $23 and $54, respectively, as recorded by the Successor Company.
During the period from July 9 to September 30, 2014, Baltic Trading had United States operations that resulted in United States source income of $294 as recorded by the Successor Company. Baltic Trading’s estimated United States income tax expense for the period from July 9 to September 30, 2014 was $12 as recorded by the Successor Company.
Baltic Trading is subject to income tax on its United States source income. During the period from July 1 to July 9, 2014 and January 1 to July 9, 2014, Baltic Trading had United States operations that resulted in United States source income of $51 and $965, respectively, as recorded by the Predecessor Company. Baltic Trading’s estimated United States income tax expense for the period from July 1 to July 9, 2014 and January 1 to July 9, 2014 was $2 and $39, respectively, as recorded by the Predecessor Company.
Recent accounting pronouncements
In August 2015, the FASB issued Accounting Standards Update (“ASU”) No. 2015-15 (“ASU 2015-15”), which amends presentation and disclosure requirements outlined in ASU 2015-03, “Interest-Imputation of Interest (ASC Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs,” (“ASU 2015-03”) by clarifying guidance for debt issuance costs related to line of credit arrangements by acknowledging the statement by SEC staff that it would not object to presentation of debt issuance costs related to a line of credit arrangement as an asset, and amortizing them ratably over the term of the line of credit arrangement, regardless of whether there were any borrowings outstanding under the agreement. Issued in April 2015, ASU 2015-03 required debt issuance costs related to a recognized debt liability to be presented on the balance sheet as a direct deduction from the debt liability, similar to the presentation of debt discounts. Prior to the issuance of ASU 2015-03, debt issuance costs were required to be presented as deferred charge assets, separate from the related debt liability. ASU 2015-03 does not change the recognition and measurement requirements for debt issuance costs. ASU 2015-03 is effective for fiscal years beginning after December 15, 2015, and early adoption is permitted. The Company is currently evaluating the impact of this adoption on its condensed consolidated financial statements.
In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers” (“ASU 2014-09”), which supersedes nearly all existing revenue recognition guidance under U.S. GAAP. The core principle is that a company should recognize revenue when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. ASU 2014-09 defines a five-step process to achieve this core principle and, in doing so, more judgment and estimates may be required within the revenue recognition process than are required under existing U.S. GAAP. The standard is effective for annual periods beginning after December 15, 2016, and interim periods therein, and shall be applied either retrospectively to each period presented or as a cumulative effect adjustment as of the date of adoption. On July 9, 2015, the FASB voted to defer the effective date by one year to December 15, 2017 for annual reporting periods beginning after that date. The FASB also permitted early adoption of the standard, but not before the original effective date of December 15, 2016. The Company is evaluating the potential impact of this adoption on its condensed consolidated financial statements.
|
|||
|
|
|
Fresh-Start Adjustments |
|
|||||||||||||
|
|
|
Predecessor |
|
Debt Discharge |
|
Reinstatement |
|
Revaluation of |
|
Successor |
|
|||||
|
Assets |
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Current assets: |
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Cash and cash equivalents |
|
$ |
48,551 |
|
$ |
87,526 |
|
$ |
— |
|
$ |
— |
|
$ |
136,077 |
|
|
Restricted cash |
|
9,975 |
|
— |
|
— |
|
— |
|
9,975 |
|
|||||
|
Due from charterers, net |
|
13,194 |
|
— |
|
— |
|
— |
|
13,194 |
|
|||||
|
Prepaid expenses and other current assets |
|
30,800 |
|
— |
|
— |
|
(41 |
) |
30,759 |
|
|||||
|
Time charters acquired |
|
— |
|
— |
|
— |
|
450 |
|
450 |
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Total current assets |
|
102,520 |
|
87,526 |
|
— |
|
409 |
|
190,455 |
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Noncurrent assets: |
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Vessels, net |
|
2,604,731 |
|
— |
|
— |
|
(1,065,882 |
) |
1,538,849 |
|
|||||
|
Deposits on vessels |
|
28,658 |
|
— |
|
— |
|
2,317 |
|
30,975 |
|
|||||
|
Deferred drydock, net |
|
16,584 |
|
— |
|
— |
|
(16,396 |
) |
188 |
|
|||||
|
Deferred financing costs, net |
|
18,953 |
|
(11,893 |
) |
— |
|
— |
|
7,060 |
|
|||||
|
Fixed assets, net |
|
4,053 |
|
— |
|
— |
|
(3,443 |
) |
610 |
|
|||||
|
Other noncurrent assets |
|
514 |
|
— |
|
— |
|
— |
|
514 |
|
|||||
|
Restricted cash |
|
300 |
|
— |
|
— |
|
— |
|
300 |
|
|||||
|
Investments |
|
51,804 |
|
— |
|
— |
|
— |
|
51,804 |
|
|||||
|
Goodwill |
|
— |
|
— |
|
— |
|
166,067 |
|
166,067 |
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Total noncurrent assets |
|
2,725,597 |
|
(11,893 |
) |
— |
|
(917,337 |
) |
1,796,367 |
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Total assets |
|
$ |
2,828,117 |
|
$ |
75,633 |
|
$ |
— |
|
$ |
(916,928 |
) |
$ |
1,986,822 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Liabilities and Equity |
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Current liabilities not subject to compromise: |
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Accounts payable and accrued expenses |
|
$ |
60,333 |
|
$ |
(1,086 |
) |
$ |
6,478 |
|
$ |
— |
|
$ |
65,725 |
|
|
Current portion of long-term debt |
|
4,250 |
|
— |
|
27,992 |
|
— |
|
32,242 |
|
|||||
|
Deferred revenue |
|
997 |
|
— |
|
— |
|
— |
|
997 |
|
|||||
|
Time charters acquired |
|
16 |
|
— |
|
— |
|
(16 |
) |
— |
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Total current liabilities not subject to compromise |
|
65,596 |
|
(1,086 |
) |
34,470 |
|
(16 |
) |
98,964 |
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Noncurrent liabilities not subject to compromise: |
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Long-term lease obligations |
|
2,670 |
|
— |
|
— |
|
(2,670 |
) |
— |
|
|||||
|
Long-term debt |
|
161,500 |
|
— |
|
214,289 |
|
— |
|
375,789 |
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Total noncurrent liabilities not subject to compromises |
|
164,170 |
|
— |
|
214,289 |
|
(2,670 |
) |
375,789 |
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Total liabilities subject to compromise |
|
1,443,446 |
|
(1,194,687 |
) |
(248,759 |
) |
— |
|
— |
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Total liabilities |
|
1,673,212 |
|
(1,195,773 |
) |
— |
|
(2,686 |
) |
474,753 |
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Equity: |
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Genco Shipping & Trading Limited shareholders’ equity: |
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Predecessor Common stock |
|
445 |
|
(445 |
) |
— |
|
— |
|
— |
|
|||||
|
Predecessor Additional paid-in capital |
|
849,130 |
|
(849,130 |
) |
— |
|
— |
|
— |
|
|||||
|
Successor Common stock |
|
— |
|
603 |
|
— |
|
— |
|
603 |
|
|||||
|
Successor Additional paid-in capital |
|
— |
|
1,232,397 |
|
— |
|
— |
|
1,232,397 |
|
|||||
|
Accumulated other comprehensive income |
|
30,357 |
|
(30,357 |
) |
— |
|
— |
|
— |
|
|||||
|
Retained (deficit) earnings |
|
(57,463 |
) |
918,338 |
|
— |
|
(860,875 |
) |
— |
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Total Genco Shipping & Trading Limited shareholders’ equity |
|
822,469 |
|
1,271,406 |
|
— |
|
(860,875 |
) |
1,233,000 |
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Noncontrolling interest |
|
332,436 |
|
— |
|
— |
|
(53,367 |
) |
279,069 |
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Total equity |
|
1,154,905 |
|
1,271,406 |
|
— |
|
(914,242 |
) |
1,512,069 |
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
Total liabilities and equity |
|
$ |
2,828,117 |
|
$ |
75,633 |
|
$ |
— |
|
$ |
(916,928 |
) |
$ |
1,986,822 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) |
Debt Discharge and Equity Issuance — This column reflects the following adjustments pursuant to the Plan: |
|
1. |
Items comprising the net gain on settlement of liabilities subject to compromise in exchange for equity issuance — see Note 18. |
|
|
|
Predecessor |
|
|
|
|
|
Period from |
|
|
|
Discharge of the outstanding debt under the 2007 Credit Facility |
|
$ |
1,055,912 |
|
|
Discharge of the long-term interest payable due pursuant to the 2007 Credit Facility |
|
13,199 |
|
|
|
Discharge of the 2010 Notes liability |
|
117,473 |
|
|
|
Discharge of coupon interest on the 2010 Notes liability |
|
1,105 |
|
|
|
The elimination of deferred financing fees associated with the discharged obligations |
|
(15,383 |
) |
|
|
The elimination of accumulated other comprehensive income related to interest rate swaps associated with the discharged obligations |
|
(4,574 |
) |
|
|
Issuance of Successor common stock |
|
(1,133,900 |
) |
|
|
Net gain on the discharge of Predecessor liabilities related to liabilities subject to compromise and associated issuance of Successor equity |
|
$ |
33,832 |
|
|
2. |
Other items associated with the settlement of liabilities subject to compromise: |
|
· |
The payment of interest expense accrued up to the Effective Date of $1,772, $59 and $156 for the 2007 Credit Facility, the $100 Million Term Loan Facility and the $253 Million Term Loan Facility, respectively. |
|
· |
The pay down on the Effective Date of $1,923 and $5,075 for the $100 Million Term Loan Facility and $253 Million Term Loan Facility, respectively, which were due on the Effective Date as they were not paid during the pendency of the Chapter 11 Cases. |
|
· |
The payment of deferred financing fees of $3,490 for the Amended and Restated $100 Million and $253 Million Term Loan Facilities. |
|
3. |
The reclassification to retained (deficit) earnings of $34,931 related to the gain associated with the Company’s investments. |
|
4. |
The reclassification of $900 of initial equity to accounts payable that represents the estimated amount of the notes discharged that will be paid in cash to non-accredited investors. |
|
5. |
The reclassification to retained (deficit) earnings of the Predecessor common stock of $445 and Predecessor additional paid in capital of $849,130. |
|
6. |
Receipt of the proceeds of the $100,000 rights offering pursuant to the Plan. |
|
(b) |
Reinstatement of Liabilities — This column reflects the reinstatement of the remaining Liabilities subject to compromise for the Predecessor Company which were not already adjusted in the Debt Discharge and Equity Issuance column. It includes the following adjustments: |
|
· |
The reclassification of the debt outstanding under the Amended and Restated $100 Million Term Loan Facility. This includes $7,692 of current long-term debt and $63,946 of long-term debt. |
|
· |
The reclassification of the debt outstanding under the Amended and Restated $253 Million Term Loan Facility. This includes $20,300 of current long-term debt and $150,343 of long-term debt. |
|
· |
The reinstatement of $5,622 related to the termination of the interest rate swap agreement with DNB Bank ASA. |
|
· |
The reinstatement of the $815 lease obligation. |
|
· |
The reinstatement of $41 of pre-petition accounts payable due to vendors in the United States. |
|
(c) |
Revaluation of Assets and Liabilities — Fresh-start reporting adjustments are made to reflect asset values at their estimated fair value, including: |
|
· |
Adjustment of $179 to prepaid amounts for the Predecessor Company. |
|
· |
Adjustment to reflect the fair value of time charters acquired of $434. |
|
· |
Adjustment of $1,083,404 to reflect the fair value of vessel assets, vessel deposits, drydocking assets and other fixed assets as of the Effective Date. The portion of the asset revaluation associated with Baltic Trading’s noncontrolling interest in the amount of $74,355 was reflected as a reduction of noncontrolling interest. |
|
· |
Adjustment of $2,670 to reflect the fair value of the Company’s current lease agreement, which was previously recorded as long-term lease obligations. As of the Effective Date, the lease agreement has been valued at below market; therefore, we have recorded in “Prepaid expenses and other current assets” an asset of $138, which will be amortized over the remaining life of the lease agreement. |
|
· |
Goodwill in the amount of $166,067 was recognized, which represents the portion of the total reorganization value that was not attributed to specific tangible or identifiable intangible assets. The portion of the goodwill recognized in relation to Baltic Trading noncontrolling interest in the amount of $24,022 was reflected as an increase in noncontrolling interest. A summary of the allocation of the reorganization value to the fair value of the Successor Company net assets, including goodwill, is as follows: |
|
|
|
|
|
Total |
|
||
|
Reorganization Value |
|
|
|
|
|
||
|
Value of shares issued to pre-petition claimants |
|
$ |
1,133,000 |
|
|
|
|
|
Proceeds of rights offering |
|
100,000 |
|
$ |
1,233,000 |
|
|
|
|
|
|
|
|
|
|
|
|
Estimated fair value of debt |
|
|
|
|
|
||
|
Current portion of long-term debt |
|
32,242 |
|
|
|
||
|
Long term debt |
|
375,789 |
|
408,031 |
|
||
|
|
|
|
|
|
|
||
|
Estimated fair value of non-debt liabilities |
|
|
|
|
|
||
|
Deferred revenue |
|
997 |
|
|
|
||
|
Accounts payable and accrued expenses |
|
65,725 |
|
66,722 |
|
||
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
|
Noncontrolling interest |
|
|
|
279,069 |
|
||
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
|
Reorganization value of assets |
|
|
|
1,986,822 |
|
||
|
|
|
|
|
|
|
||
|
Estimated fair value of assets (excluding goodwill) (a) |
|
|
|
(1,820,755 |
) |
||
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
|
Reorganization value of assets in excess of fair value — goodwill (b) |
|
|
|
$ |
166,067 |
|
|
|
|
|
|
|
|
|
|
|
|
(a) |
Estimated fair value of assets (excluding goodwill) consists of: |
|
Total current assets |
|
$ |
190,455 |
|
|
Vessels, net |
|
1,538,849 |
|
|
|
Deposits on vessels |
|
30,975 |
|
|
|
Deferred drydock, net |
|
188 |
|
|
|
Deferred financing costs, net |
|
7,060 |
|
|
|
Fixed assets, net |
|
610 |
|
|
|
Other noncurrent assets |
|
514 |
|
|
|
Restricted cash |
|
300 |
|
|
|
Investments |
|
51,804 |
|
|
|
Total assets excluding goodwill |
|
$ |
1,820,755 |
|
|
(b) |
The goodwill recognized by the Predecessor Company during the period from January 1 to July 9, 2014 was subsequently deemed impaired during the three months ended December 31, 2014. |
|
· |
The total reduction of $53,367 in noncontrolling interest is due to the adjustment of the fair value of the noncontrolling interest derived from the Baltic Trading asset revaluation and goodwill described above and an additional revaluation adjustment of $3,034. The revalued noncontrolling interest was determined based on a relative fair value allocation of Baltic Trading’s estimated equity value as July 8, 2014, which multiplied the percentage of Baltic Trading’s equity ownership attributable to non-controlling interests by the estimated equity value of Baltic Trading as of such date. The estimated equity value of Baltic Trading as of such date was determined by multiplying the closing price of Baltic Trading’s publicly traded common stock by the total number of shares of Baltic Trading’s common stock and Class B stock outstanding on July 8, 2014. |
|
|
|
Predecessor |
|
|
|
|
|
Period from |
|
|
|
Discharge of the outstanding debt under the 2007 Credit Facility |
|
$ |
1,055,912 |
|
|
Discharge of the long-term interest payable due pursuant to the 2007 Credit Facility |
|
13,199 |
|
|
|
Discharge of the 2010 Notes liability |
|
117,473 |
|
|
|
Discharge of coupon interest on the 2010 Notes liability |
|
1,105 |
|
|
|
The elimination of deferred financing fees associated with the discharged obligations |
|
(15,383 |
) |
|
|
The elimination of accumulated other comprehensive income related to interest rate swaps associated with the discharged obligations |
|
(4,574 |
) |
|
|
Issuance of Successor common stock |
|
(1,133,900 |
) |
|
|
Net gain on the discharge of Predecessor liabilities related to liabilities subject to compromise and associated issuance of Successor equity |
|
$ |
33,832 |
|
|
|
|
|
|
Total |
|
||
|
Reorganization Value |
|
|
|
|
|
||
|
Value of shares issued to pre-petition claimants |
|
$ |
1,133,000 |
|
|
|
|
|
Proceeds of rights offering |
|
100,000 |
|
$ |
1,233,000 |
|
|
|
|
|
|
|
|
|
|
|
|
Estimated fair value of debt |
|
|
|
|
|
||
|
Current portion of long-term debt |
|
32,242 |
|
|
|
||
|
Long term debt |
|
375,789 |
|
408,031 |
|
||
|
|
|
|
|
|
|
||
|
Estimated fair value of non-debt liabilities |
|
|
|
|
|
||
|
Deferred revenue |
|
997 |
|
|
|
||
|
Accounts payable and accrued expenses |
|
65,725 |
|
66,722 |
|
||
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
|
Noncontrolling interest |
|
|
|
279,069 |
|
||
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
|
Reorganization value of assets |
|
|
|
1,986,822 |
|
||
|
|
|
|
|
|
|
||
|
Estimated fair value of assets (excluding goodwill) (a) |
|
|
|
(1,820,755 |
) |
||
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
|
Reorganization value of assets in excess of fair value — goodwill (b) |
|
|
|
$ |
166,067 |
|
|
|
|
|
|
|
|
|
|
|
|
(a) |
Estimated fair value of assets (excluding goodwill) consists of: |
|
Total current assets |
|
$ |
190,455 |
|
|
Vessels, net |
|
1,538,849 |
|
|
|
Deposits on vessels |
|
30,975 |
|
|
|
Deferred drydock, net |
|
188 |
|
|
|
Deferred financing costs, net |
|
7,060 |
|
|
|
Fixed assets, net |
|
610 |
|
|
|
Other noncurrent assets |
|
514 |
|
|
|
Restricted cash |
|
300 |
|
|
|
Investments |
|
51,804 |
|
|
|
Total assets excluding goodwill |
|
$ |
1,820,755 |
|
|
(b) |
The goodwill recognized by the Predecessor Company during the period from January 1 to July 9, 2014 was subsequently deemed impaired during the three months ended December 31, 2014. |
|
Total current assets |
|
$ |
190,455 |
|
|
Vessels, net |
|
1,538,849 |
|
|
|
Deposits on vessels |
|
30,975 |
|
|
|
Deferred drydock, net |
|
188 |
|
|
|
Deferred financing costs, net |
|
7,060 |
|
|
|
Fixed assets, net |
|
610 |
|
|
|
Other noncurrent assets |
|
514 |
|
|
|
Restricted cash |
|
300 |
|
|
|
Investments |
|
51,804 |
|
|
|
Total assets excluding goodwill |
|
$ |
1,820,755 |
|
|
(b) |
The goodwill recognized by the Predecessor Company during the period from January 1 to July 9, 2014 was subsequently deemed impaired during the three months ended December 31, 2014. |
Below is the list of the Company’s wholly owned ship-owning subsidiaries as of September 30, 2015:
|
Wholly Owned Subsidiaries |
|
Vessel Acquired |
|
Dwt |
|
Delivery Date |
|
Year Built |
|
|
|
|
|
|
|
|
|
|
|
|
|
Genco Reliance Limited |
|
Genco Reliance |
|
29,952 |
|
12/6/04 |
|
1999 |
|
|
Genco Vigour Limited |
|
Genco Vigour |
|
73,941 |
|
12/15/04 |
|
1999 |
|
|
Genco Explorer Limited |
|
Genco Explorer |
|
29,952 |
|
12/17/04 |
|
1999 |
|
|
Genco Carrier Limited |
|
Genco Carrier |
|
47,180 |
|
12/28/04 |
|
1998 |
|
|
Genco Sugar Limited |
|
Genco Sugar |
|
29,952 |
|
12/30/04 |
|
1998 |
|
|
Genco Pioneer Limited |
|
Genco Pioneer |
|
29,952 |
|
1/4/05 |
|
1999 |
|
|
Genco Progress Limited |
|
Genco Progress |
|
29,952 |
|
1/12/05 |
|
1999 |
|
|
Genco Wisdom Limited |
|
Genco Wisdom |
|
47,180 |
|
1/13/05 |
|
1997 |
|
|
Genco Success Limited |
|
Genco Success |
|
47,186 |
|
1/31/05 |
|
1997 |
|
|
Genco Beauty Limited |
|
Genco Beauty |
|
73,941 |
|
2/7/05 |
|
1999 |
|
|
Genco Knight Limited |
|
Genco Knight |
|
73,941 |
|
2/16/05 |
|
1999 |
|
|
Genco Leader Limited |
|
Genco Leader |
|
73,941 |
|
2/16/05 |
|
1999 |
|
|
Genco Marine Limited |
|
Genco Marine |
|
45,222 |
|
3/29/05 |
|
1996 |
|
|
Genco Prosperity Limited |
|
Genco Prosperity |
|
47,180 |
|
4/4/05 |
|
1997 |
|
|
Genco Muse Limited |
|
Genco Muse |
|
48,913 |
|
10/14/05 |
|
2001 |
|
|
Genco Acheron Limited |
|
Genco Acheron |
|
72,495 |
|
11/7/06 |
|
1999 |
|
|
Genco Surprise Limited |
|
Genco Surprise |
|
72,495 |
|
11/17/06 |
|
1998 |
|
|
Genco Augustus Limited |
|
Genco Augustus |
|
180,151 |
|
8/17/07 |
|
2007 |
|
|
Genco Tiberius Limited |
|
Genco Tiberius |
|
175,874 |
|
8/28/07 |
|
2007 |
|
|
Genco London Limited |
|
Genco London |
|
177,833 |
|
9/28/07 |
|
2007 |
|
|
Genco Titus Limited |
|
Genco Titus |
|
177,729 |
|
11/15/07 |
|
2007 |
|
|
Genco Challenger Limited |
|
Genco Challenger |
|
28,428 |
|
12/14/07 |
|
2003 |
|
|
Genco Charger Limited |
|
Genco Charger |
|
28,398 |
|
12/14/07 |
|
2005 |
|
|
Genco Warrior Limited |
|
Genco Warrior |
|
55,435 |
|
12/17/07 |
|
2005 |
|
|
Genco Predator Limited |
|
Genco Predator |
|
55,407 |
|
12/20/07 |
|
2005 |
|
|
Genco Hunter Limited |
|
Genco Hunter |
|
58,729 |
|
12/20/07 |
|
2007 |
|
|
Genco Champion Limited |
|
Genco Champion |
|
28,445 |
|
1/2/08 |
|
2006 |
|
|
Genco Constantine Limited |
|
Genco Constantine |
|
180,183 |
|
2/21/08 |
|
2008 |
|
|
Genco Raptor LLC |
|
Genco Raptor |
|
76,499 |
|
6/23/08 |
|
2007 |
|
|
Genco Cavalier LLC |
|
Genco Cavalier |
|
53,617 |
|
7/17/08 |
|
2007 |
|
|
Genco Thunder LLC |
|
Genco Thunder |
|
76,588 |
|
9/25/08 |
|
2007 |
|
|
Genco Hadrian Limited |
|
Genco Hadrian |
|
169,694 |
|
12/29/08 |
|
2008 |
|
|
Genco Commodus Limited |
|
Genco Commodus |
|
169,025 |
|
7/22/09 |
|
2009 |
|
|
Genco Maximus Limited |
|
Genco Maximus |
|
169,025 |
|
9/18/09 |
|
2009 |
|
|
Genco Claudius Limited |
|
Genco Claudius |
|
169,025 |
|
12/30/09 |
|
2010 |
|
|
Genco Bay Limited |
|
Genco Bay |
|
34,296 |
|
8/24/10 |
|
2010 |
|
|
Genco Ocean Limited |
|
Genco Ocean |
|
34,409 |
|
7/26/10 |
|
2010 |
|
|
Genco Avra Limited |
|
Genco Avra |
|
34,391 |
|
5/12/11 |
|
2011 |
|
|
Genco Mare Limited |
|
Genco Mare |
|
34,428 |
|
7/20/11 |
|
2011 |
|
|
Genco Spirit Limited |
|
Genco Spirit |
|
34,432 |
|
11/10/11 |
|
2011 |
|
|
Genco Aquitaine Limited |
|
Genco Aquitaine |
|
57,981 |
|
8/18/10 |
|
2009 |
|
|
Genco Ardennes Limited |
|
Genco Ardennes |
|
57,981 |
|
8/31/10 |
|
2009 |
|
|
Genco Auvergne Limited |
|
Genco Auvergne |
|
57,981 |
|
8/16/10 |
|
2009 |
|
|
Genco Bourgogne Limited |
|
Genco Bourgogne |
|
57,981 |
|
8/24/10 |
|
2010 |
|
|
Genco Brittany Limited |
|
Genco Brittany |
|
57,981 |
|
9/23/10 |
|
2010 |
|
|
Genco Languedoc Limited |
|
Genco Languedoc |
|
57,981 |
|
9/29/10 |
|
2010 |
|
|
Genco Loire Limited |
|
Genco Loire |
|
53,416 |
|
8/4/10 |
|
2009 |
|
|
Genco Lorraine Limited |
|
Genco Lorraine |
|
53,416 |
|
7/29/10 |
|
2009 |
|
|
Genco Normandy Limited |
|
Genco Normandy |
|
53,596 |
|
8/10/10 |
|
2007 |
|
|
Genco Picardy Limited |
|
Genco Picardy |
|
55,257 |
|
8/16/10 |
|
2005 |
|
|
Genco Provence Limited |
|
Genco Provence |
|
55,317 |
|
8/23/10 |
|
2004 |
|
|
Genco Pyrenees Limited |
|
Genco Pyrenees |
|
57,981 |
|
8/10/10 |
|
2010 |
|
|
Genco Rhone Limited |
|
Genco Rhone |
|
58,018 |
|
3/29/11 |
|
2011 |
|
|
Baltic Lion Limited |
|
Baltic Lion |
|
179,185 |
|
4/8/15 (1) |
|
2012 |
|
|
Baltic Tiger Limited |
|
Genco Tiger |
|
179,185 |
|
4/8/15 (1) |
|
2011 |
|
|
Baltic Leopard Limited |
|
Baltic Leopard |
|
53,447 |
|
4/8/10 (2) |
|
2009 |
|
|
Baltic Panther Limited |
|
Baltic Panther |
|
53,351 |
|
4/29/10 (2) |
|
2009 |
|
|
Baltic Cougar Limited |
|
Baltic Cougar |
|
53,432 |
|
5/28/10 (2) |
|
2009 |
|
|
Wholly Owned Subsidiaries |
|
Vessel Acquired |
|
Dwt |
|
Delivery Date |
|
Year Built |
|
|
|
|
|
|
|
|
|
|
|
|
|
Baltic Jaguar Limited |
|
Baltic Jaguar |
|
53,474 |
|
5/14/10 (2) |
|
2009 |
|
|
Baltic Bear Limited |
|
Baltic Bear |
|
177,717 |
|
5/14/10 (2) |
|
2010 |
|
|
Baltic Wolf Limited |
|
Baltic Wolf |
|
177,752 |
|
10/14/10 (2) |
|
2010 |
|
|
Baltic Wind Limited |
|
Baltic Wind |
|
34,409 |
|
8/4/10 (2) |
|
2009 |
|
|
Baltic Cove Limited |
|
Baltic Cove |
|
34,403 |
|
8/23/10 (2) |
|
2010 |
|
|
Baltic Breeze Limited |
|
Baltic Breeze |
|
34,386 |
|
10/12/10 (2) |
|
2010 |
|
|
Baltic Fox Limited |
|
Baltic Fox |
|
31,883 |
|
9/6/13 (2) |
|
2010 |
|
|
Baltic Hare Limited |
|
Baltic Hare |
|
31,887 |
|
9/5/13 (2) |
|
2009 |
|
|
Baltic Hornet Limited |
|
Baltic Hornet |
|
63,574 |
|
10/29/14 (2) |
|
2014 |
|
|
Baltic Wasp Limited |
|
Baltic Wasp |
|
63,389 |
|
1/2/15 (2) |
|
2015 |
|
|
Baltic Scorpion Limited |
|
Baltic Scorpion |
|
63,462 |
|
8/6/15 (2) |
|
2015 |
|
|
Baltic Mantis Limited |
|
Baltic Mantis |
|
63,470 |
|
10/9/15 (2) |
|
2015 |
|
|
(1) |
The delivery date for these vessels represents the date that the vessel was purchased from Baltic Trading. |
|
(2) |
The delivery date for these vessels represents the date that Baltic Trading purchased the vessel. |
|
|||
|
|
|
Successor |
|
|
Predecessor |
|
||
|
|
|
Three Months |
|
Period from |
|
|
Period from |
|
|
|
|
|
|
|
|
|
|
|
|
Common shares outstanding, basic: |
|
|
|
|
|
|
|
|
|
Weighted-average common shares outstanding, basic |
|
69,824,338 |
|
60,299,766 |
|
|
43,568,942 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common shares outstanding, diluted: |
|
|
|
|
|
|
|
|
|
Weighted-average common shares outstanding, basic |
|
69,824,338 |
|
60,299,766 |
|
|
43,568,942 |
|
|
|
|
|
|
|
|
|
|
|
|
Dilutive effect of warrants |
|
— |
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dilutive effect of convertible notes |
|
— |
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
Dilutive effect of restricted stock awards |
|
— |
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average common shares outstanding, diluted |
|
69,824,338 |
|
60,299,766 |
|
|
43,568,942 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Successor |
|
|
Predecessor |
|
||
|
|
|
Nine Months |
|
Period from |
|
|
Period from |
|
|
|
|
|
|
|
|
|
|
|
|
Common shares outstanding, basic: |
|
|
|
|
|
|
|
|
|
Weighted-average common shares outstanding, basic |
|
63,615,181 |
|
60,299,766 |
|
|
43,568,942 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common shares outstanding, diluted: |
|
|
|
|
|
|
|
|
|
Weighted-average common shares outstanding, basic |
|
63,615,181 |
|
60,299,766 |
|
|
43,568,942 |
|
|
|
|
|
|
|
|
|
|
|
|
Dilutive effect of warrants |
|
— |
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dilutive effect of convertible notes |
|
— |
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
Dilutive effect of restricted stock awards |
|
— |
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average common shares outstanding, diluted |
|
63,615,181 |
|
60,299,766 |
|
|
43,568,942 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Successor |
|
|
Predecessor |
|
|||||
|
|
|
Three Months |
|
Period from |
|
|
Period from |
|
|||
|
|
|
|
|
|
|
|
|
|
|||
|
Net loss attributable to GS&T |
|
$ |
(66,625 |
) |
$ |
(18,290 |
) |
|
$ |
(851,521 |
) |
|
|
|
|
|
|
|
|
|
|
|||
|
Interest expense related to convertible notes, if dilutive |
|
— |
|
— |
|
|
— |
|
|||
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|||
|
Net loss attributable to GS&T for the computation of diluted net loss per share |
|
$ |
(66,625 |
) |
$ |
(18,290 |
) |
|
$ |
(851,521 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Successor |
|
|
Predecessor |
|
|||||
|
|
|
Nine Months |
|
Period from |
|
|
Period from |
|
|||
|
|
|
|
|
|
|
|
|
|
|||
|
Net loss attributable to GS&T |
|
$ |
(145,397 |
) |
$ |
(18,290 |
) |
|
$ |
(951,149 |
) |
|
|
|
|
|
|
|
|
|
|
|||
|
Interest expense related to convertible notes, if dilutive |
|
— |
|
— |
|
|
— |
|
|||
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|||
|
Net loss attributable to GS&T for the computation of diluted net loss per share |
|
$ |
(145,397 |
) |
$ |
(18,290 |
) |
|
$ |
(951,149 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
Successor |
|
Successor |
|
||
|
|
|
September 30, |
|
December 31, |
|
||
|
|
|
|
|
|
|
||
|
$100 Million Term Loan Facility |
|
$ |
62,023 |
|
$ |
67,792 |
|
|
$253 Million Term Loan Facility |
|
148,693 |
|
165,568 |
|
||
|
$44 Million Term Loan Facility |
|
39,187 |
|
41,250 |
|
||
|
2015 Revolving Credit Facility |
|
35,000 |
|
— |
|
||
|
2010 Credit Facility |
|
— |
|
102,250 |
|
||
|
$148 Million Credit Facility |
|
126,606 |
|
— |
|
||
|
$22 Million Term Loan Facility |
|
19,000 |
|
20,125 |
|
||
|
2014 Term Loan Facilities |
|
31,769 |
|
33,150 |
|
||
|
Less: Current portion |
|
(44,242 |
) |
(34,324 |
) |
||
|
|
|
|
|
|
|
||
|
Long-term debt |
|
$ |
418,036 |
|
$ |
395,811 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Successor |
|
|
Predecessor |
|
||
|
|
|
Three Months |
|
Period from |
|
|
Period from |
|
|
Effective Interest Rate |
|
3.55 |
% |
3.62 |
% |
|
3.94 |
% |
|
Range of Interest Rates (excluding impact of swaps and unused commitment fees) |
|
2.78% to 3.93 |
% |
3.15% to 3.73 |
% |
|
3.15% to 5.15 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Successor |
|
|
Predecessor |
|
||
|
|
|
Nine Months |
|
Period from |
|
|
Period from |
|
|
Effective Interest Rate |
|
3.54 |
% |
3.62 |
% |
|
4.19 |
% |
|
Range of Interest Rates (excluding impact of swaps and unused commitment fees) |
|
2.73% to 3.93 |
% |
3.15% to 3.73 |
% |
|
3.15% to 5.15 |
% |
|
|||
|
|
|
Predecessor |
|
||||
|
|
|
Period from |
|
Period from |
|
||
|
Effective interest rate on liability component |
|
— |
% |
10.0 |
% |
||
|
Cash interest expense recognized |
|
$ |
— |
|
$ |
1,886 |
|
|
Non-cash interest expense recognized |
|
— |
|
1,592 |
|
||
|
Non-cash deferred financing amortization costs included in interest expense |
|
— |
|
216 |
|
||
|
(a) |
The amounts and percentage reflect amounts through April 21, 2014 since the Company ceased recording interest expense due to the Chapter 11 Cases. |
|
|||
The Effect of Derivative Instruments on the Condensed Consolidated Statement of Operations
For the Period from July 1 to July 9, 2014
Predecessor Company
|
Derivatives in Cash |
|
Amount of |
|
Location of |
|
Amount of |
|
Location of |
|
Amount of |
|
|||
|
Relationships |
|
2014 |
|
Portion) |
|
2014 |
|
Portion) |
|
2014 |
|
|||
|
Interest rate contracts |
|
$ |
— |
|
Interest Expense |
|
$ |
(95 |
) |
Other Income (Expense) |
|
$ |
— |
|
The Effect of Derivative Instruments on the Condensed Consolidated Statement of Operations
For the Period from January 1 to July 9, 2014
Predecessor Company
|
Derivatives in Cash |
|
Amount of |
|
Location of |
|
Amount of |
|
Location of |
|
Amount of |
|
|||
|
Relationships |
|
2014 |
|
Portion) |
|
2014 |
|
Portion) |
|
2014 |
|
|||
|
Interest rate contracts |
|
$ |
(179 |
) |
Interest Expense |
|
$ |
(2,580 |
) |
Other Income (Expense) |
|
$ |
— |
|
The Effect of Derivative Instruments on the Condensed Consolidated Statement of Operations
For the Period from July 1 to July 9, 2014 and January 1 to July 9, 2014
Predecessor Company
|
|
|
|
|
Amount of |
|
||||
|
Derivatives not designated |
|
Location of |
|
For the Period |
|
For the Period |
|
||
|
Interest rate contracts |
|
Interest Expense |
|
$ |
— |
|
$ |
(225 |
) |
|
|||
Changes in AOCI by Component
For the Three-Month Period Ended September 30, 2015
Successor Company
|
|
|
Net Unrealized |
|
|
|
AOCI — July 1, 2015 |
|
$ |
(26,360 |
) |
|
|
|
|
|
|
|
OCI before reclassifications |
|
(6,880 |
) |
|
|
Amounts reclassified from AOCI |
|
33,223 |
|
|
|
|
|
|
|
|
|
Net current-period OCI |
|
26,343 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AOCI — September 30, 2015 |
|
$ |
(17 |
) |
|
|
|
|
|
|
Changes in AOCI by Component
For the Period from July 9 to September 30, 2014
Successor Company
|
|
|
Net Unrealized |
|
|
|
AOCI — July 9, 2014 |
|
$ |
— |
|
|
|
|
|
|
|
|
OCI before reclassifications |
|
(13,341 |
) |
|
|
Amounts reclassified from AOCI |
|
— |
|
|
|
|
|
|
|
|
|
Net current-period OCI |
|
(13,341 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AOCI — September 30, 2014 |
|
$ |
(13,341 |
) |
|
|
|
|
|
|
Changes in AOCI by Component
For the Period from July 1 to July 9, 2014
Predecessor Company
|
|
|
Net Unrealized |
|
Net Unrealized |
|
Total |
|
|||
|
AOCI —July 1, 2014 |
|
$ |
(4,670 |
) |
$ |
32,746 |
|
$ |
28,076 |
|
|
|
|
|
|
|
|
|
|
|||
|
OCI before reclassifications |
|
— |
|
2,186 |
|
2,186 |
|
|||
|
Amounts reclassified from AOCI |
|
95 |
|
— |
|
95 |
|
|||
|
|
|
|
|
|
|
|
|
|||
|
Net current-period OCI |
|
95 |
|
2,186 |
|
2,281 |
|
|||
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|||
|
AOCI — July 9, 2014 |
|
$ |
(4,575 |
) |
$ |
34,932 |
|
$ |
30,357 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Changes in AOCI by Component
For the Nine-Month Period Ended September 30, 2015
Successor Company
|
|
|
Net Unrealized |
|
|
|
AOCI — January 1, 2015 |
|
$ |
(25,317 |
) |
|
|
|
|
|
|
|
OCI before reclassifications |
|
(7,923 |
) |
|
|
Amounts reclassified from AOCI |
|
33,223 |
|
|
|
|
|
|
|
|
|
Net current-period OCI |
|
25,300 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AOCI — September 30, 2015 |
|
$ |
(17 |
) |
|
|
|
|
|
|
Changes in AOCI by Component
For the Period from July 9 to September 30, 2014
Successor Company
|
|
|
Net Unrealized |
|
|
|
AOCI — July 9, 2014 |
|
$ |
— |
|
|
|
|
|
|
|
|
OCI before reclassifications |
|
(13,341 |
) |
|
|
Amounts reclassified from AOCI |
|
— |
|
|
|
|
|
|
|
|
|
Net current-period OCI |
|
(13,341 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
AOCI — September 30, 2014 |
|
$ |
(13,341 |
) |
|
|
|
|
|
|
Changes in AOCI by Component
For the Period from January 1 to July 9, 2014
Predecessor Company
|
|
|
Net Unrealized |
|
Net Unrealized |
|
Total |
|
|||
|
AOCI — January 1, 2014 |
|
$ |
(6,976 |
) |
$ |
60,698 |
|
$ |
53,722 |
|
|
|
|
|
|
|
|
|
|
|||
|
OCI before reclassifications |
|
(179 |
) |
(25,766 |
) |
(25,945 |
) |
|||
|
Amounts reclassified from AOCI |
|
2,580 |
|
— |
|
2,580 |
|
|||
|
|
|
|
|
|
|
|
|
|||
|
Net current-period OCI |
|
2,401 |
|
(25,766 |
) |
(23,365 |
) |
|||
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|||
|
AOCI — July 9, 2014 |
|
$ |
(4,575 |
) |
$ |
34,932 |
|
$ |
30,357 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Reclassifications Out of AOCI
Successor Company
|
|
|
Amount Reclassified from AOCI |
|
|
|
||||
|
|
|
Successor |
|
|
|
||||
|
Details about AOCI Components |
|
Three |
|
Nine |
|
Affected Line Item in the Statement |
|
||
|
Net unrealized (gain) loss on investments |
|
|
|
|
|
|
|
||
|
Realized loss on sale of AFS investment |
|
$ |
(687 |
) |
$ |
(687 |
) |
Other (expense) income |
|
|
Impairment of AFS investment |
|
(32,536 |
) |
(32,536 |
) |
Impairment of investment |
|
||
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
||
|
Total reclassifications for the period |
|
$ |
(33,223 |
) |
$ |
(33,223 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Reclassifications Out of AOCI
Predecessor Company
|
|
|
Amount Reclassified from AOCI |
|
|
|
||||
|
|
|
Predecessor |
|
|
|
||||
|
Details about AOCI Components |
|
Period from |
|
Period from |
|
Affected Line Item in |
|
||
|
Gains and losses on cash flow hedges |
|
|
|
|
|
|
|
||
|
Interest rate contracts |
|
$ |
(95 |
) |
$ |
(2,580 |
) |
Interest expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
Total reclassifications for the period |
|
$ |
(95 |
) |
$ |
(2,580 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
Successor |
|
||||||||||
|
|
|
September 30, |
|
December 31, |
|
||||||||
|
|
|
Carrying |
|
Fair Value |
|
Carrying |
|
Fair Value |
|
||||
|
Cash and cash equivalents |
|
$ |
44,478 |
|
$ |
44,478 |
|
$ |
83,414 |
|
$ |
83,414 |
|
|
Restricted cash |
|
10,065 |
|
10,065 |
|
29,695 |
|
29,695 |
|
||||
|
Floating rate debt |
|
462,278 |
|
462,278 |
|
430,135 |
|
430,135 |
|
||||
|
|
|
Successor |
|
||||
|
|
|
September 30, 2015 |
|
||||
|
|
|
Total |
|
Quoted |
|
||
|
Investments |
|
$ |
17,900 |
|
$ |
17,900 |
|
|
|
|
Successor |
|
||||
|
|
|
December 31, 2014 |
|
||||
|
|
|
Total |
|
Quoted |
|
||
|
Investments |
|
$ |
26,486 |
|
$ |
26,486 |
|
|
|||
|
|
|
Successor |
|
Successor |
|
||
|
|
|
September 30, |
|
December 31, |
|
||
|
Lubricant inventory, fuel oil and diesel oil inventory and other stores |
|
$ |
11,910 |
|
$ |
11,018 |
|
|
Prepaid items |
|
2,488 |
|
4,638 |
|
||
|
Insurance receivable |
|
3,660 |
|
1,951 |
|
||
|
Other |
|
4,447 |
|
4,816 |
|
||
|
|
|
|
|
|
|
||
|
Total prepaid expenses and other current assets |
|
$ |
22,505 |
|
$ |
22,423 |
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
Successor |
|
Successor |
|
||
|
|
|
September 30, |
|
December31, |
|
||
|
|
|
|
|
|
|
||
|
$100 Million Term Loan Facility |
|
$ |
1,656 |
|
$ |
1,492 |
|
|
$253 Million Term Loan Facility |
|
3,485 |
|
3,135 |
|
||
|
$44 Million Term Loan Facility |
|
861 |
|
758 |
|
||
|
2015 Revolving Credit Facility |
|
1,254 |
|
— |
|
||
|
$148 Million Credit Facility |
|
3,570 |
|
3,233 |
|
||
|
$22 Million Term Loan Facility |
|
593 |
|
529 |
|
||
|
2014 Term Loan Facilities |
|
1,946 |
|
1,853 |
|
||
|
|
|
|
|
|
|
||
|
Total deferred financing costs |
|
13,365 |
|
11,000 |
|
||
|
Less: accumulated amortization |
|
2,417 |
|
729 |
|
||
|
|
|
|
|
|
|
||
|
Total |
|
$ |
10,948 |
|
$ |
10,271 |
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
Successor |
|
Successor |
|
||
|
|
|
September 30, |
|
December 31, |
|
||
|
Fixed assets, at cost: |
|
|
|
|
|
||
|
Vessel equipment |
|
$ |
830 |
|
$ |
229 |
|
|
Furniture and fixtures |
|
462 |
|
462 |
|
||
|
Computer equipment |
|
142 |
|
129 |
|
||
|
|
|
|
|
|
|
||
|
Total costs |
|
1,434 |
|
820 |
|
||
|
Less: accumulated depreciation and amortization |
|
319 |
|
119 |
|
||
|
|
|
|
|
|
|
||
|
Total |
|
$ |
1,115 |
|
$ |
701 |
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
Successor |
|
Successor |
|
||
|
|
|
September 30, |
|
December 31, |
|
||
|
Accounts payable |
|
$ |
10,879 |
|
$ |
9,921 |
|
|
Accrued general and administrative expenses |
|
10,212 |
|
5,894 |
|
||
|
Accrued vessel operating expenses |
|
12,808 |
|
12,402 |
|
||
|
|
|
|
|
|
|
||
|
Total |
|
$ |
33,899 |
|
$ |
28,217 |
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
Successor |
|
|
Predecessor |
|
|||||
|
|
|
Three Months |
|
Period from |
|
|
Period from |
|
|||
|
Professional fees incurred |
|
$ |
169 |
|
$ |
857 |
|
|
$ |
15,126 |
|
|
Trustee fees incurred |
|
5 |
|
310 |
|
|
— |
|
|||
|
|
|
|
|
|
|
|
|
|
|||
|
Total reorganization fees |
|
$ |
174 |
|
$ |
1,167 |
|
|
$ |
15,126 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Gain on settlement of liabilities subject to compromise in exchange for equity issuance, net |
|
$ |
— |
|
$ |
— |
|
|
$ |
(33,832 |
) |
|
Fresh-start reporting adjustments |
|
— |
|
— |
|
|
914,240 |
|
|||
|
|
|
|
|
|
|
|
|
|
|||
|
Total fresh-start adjustment |
|
$ |
— |
|
$ |
— |
|
|
$ |
880,408 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Total reorganization items, net |
|
$ |
174 |
|
$ |
1,167 |
|
|
$ |
895,534 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Successor |
|
|
Predecessor |
|
|||||
|
|
|
Nine Months |
|
Period from |
|
|
Period from |
|
|||
|
Professional fees incurred |
|
$ |
644 |
|
$ |
857 |
|
|
$ |
34,981 |
|
|
Trustee fees incurred |
|
362 |
|
310 |
|
|
251 |
|
|||
|
|
|
|
|
|
|
|
|
|
|||
|
Total reorganization fees |
|
$ |
1,006 |
|
$ |
1,167 |
|
|
$ |
35,232 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Gain on settlement of liabilities subject to compromise in exchange for equity issuance, net |
|
$ |
— |
|
$ |
— |
|
|
$ |
(33,832 |
) |
|
Fresh-start reporting adjustments |
|
— |
|
— |
|
|
914,240 |
|
|||
|
|
|
|
|
|
|
|
|
|
|||
|
Total fresh-start adjustment |
|
$ |
— |
|
$ |
— |
|
|
$ |
880,408 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Total reorganization items, net |
|
$ |
1,006 |
|
$ |
1,167 |
|
|
$ |
915,640 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
|
Successor |
|
|||||||
|
|
|
Three Months |
|
Nine Months |
|
Period from |
|
|||
|
General, administrative and management fees |
|
$ |
235 |
|
$ |
235 |
|
$ |
— |
|
The table below summarizes the Successor Company’s RSUs for the nine months ended September 30, 2015:
|
|
|
Number of |
|
Weighted |
|
|
|
Outstanding at January 1, 2015 - Successor |
|
— |
|
$ |
— |
|
|
Granted |
|
74,403 |
|
7.11 |
|
|
|
Vested |
|
(16,188 |
) |
7.00 |
|
|
|
Forfeited |
|
— |
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at September 30, 2015 - Successor |
|
58,215 |
|
$ |
7.15 |
|
|
|
|
|
|
|
|
|
The following table summarizes certain information about the RSUs vested, not outstanding as of September 30, 2015:
|
Unvested RSUs |
|
Vested RSUs |
|
||||||||
|
|
|
|
|
Weighted |
|
|
|
|
|
||
|
|
|
Weighted |
|
Average |
|
|
|
Weighted |
|
||
|
Number of |
|
Average |
|
Remaining |
|
Number of |
|
Average |
|
||
| 58,215 |
|
$ |
7.15 |
|
0.62 |
|
16,188 |
|
$ |
7.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of |
|
Weighted |
|
|
|
Outstanding at January 1, 2015 - Successor |
|
1,110,600 |
|
$ |
20.00 |
|
|
Granted |
|
— |
|
— |
|
|
|
Vested |
|
(370,200 |
) |
20.00 |
|
|
|
Forfeited |
|
— |
|
— |
|
|
|
|
|
|
|
|
|
|
|
Outstanding at September 30, 2015 - Successor |
|
740,400 |
|
$ |
20.00 |
|
The following table summarizes all the warrant activity for the nine months ended September 30, 2015:
|
|
|
Number of |
|
Weighted |
|
Weighted |
|
||
|
Outstanding at January 1, 2015 - Successor |
|
8,557,461 |
|
$ |
30.31 |
|
$ |
6.36 |
|
|
Granted |
|
— |
|
— |
|
— |
|
||
|
Exercisable |
|
(2,852,487 |
) |
30.31 |
|
6.36 |
|
||
|
Exercised |
|
— |
|
— |
|
— |
|
||
|
Forfeited |
|
— |
|
— |
|
— |
|
||
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
||
|
Outstanding at September 30, 2015 - Successor |
|
5,704,974 |
|
$ |
30.31 |
|
$ |
6.36 |
|
|
|
|
|
|
|
|
|
|
|
|
The following table summarizes certain information about the warrants outstanding as of September 30, 2015:
|
|
|
Warrants Outstanding, |
|
Warrants Exercisable, |
|
|||||||||||
|
|
|
|
|
|
|
Weighted |
|
|
|
|
|
Weighted |
|
|||
|
|
|
|
|
Weighted |
|
Average |
|
|
|
Weighted |
|
Average |
|
|||
|
Weighted |
|
Number of |
|
Average |
|
Remaining |
|
Number of |
|
Average |
|
Remaining |
|
|||
|
$ |
30.31 |
|
5,704,974 |
|
$ |
30.31 |
|
4.86 |
|
2,852,487 |
|
$ |
30.31 |
|
4.86 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Successor |
|
|||||||
|
|
|
Three Months |
|
Nine Months |
|
Period from |
|
|||
|
General, administrative and management fees |
|
$ |
2,304 |
|
$ |
9,031 |
|
$ |
2,044 |
|
|
|
|
Successor |
|
Predecessor |
|
|||||||||||
|
|
|
Three Months |
|
Nine Months |
|
Period from |
|
Period from |
|
Period from |
|
|||||
|
General, administrative and management fees |
|
$ |
3,665 |
|
$ |
5,273 |
|
$ |
818 |
|
$ |
78 |
|
$ |
1,949 |
|
|
|
|
Number of Baltic |
|
Weighted |
|
|
|
Outstanding at January 1, 2015 |
|
1,941,844 |
|
$ |
3.80 |
|
|
Granted |
|
— |
|
— |
|
|
|
Vested |
|
(1,941,844 |
) |
3.80 |
|
|
|
Forfeited |
|
— |
|
— |
|
|
|
|
|
|
|
|
|
|
|
Outstanding at September 30, 2015 |
|
— |
|
$ |
— |
|
|
|
|
Predecessor |
|
||||
|
|
|
Period from |
|
Period from |
|
||
|
General, administrative and management fees |
|
$ |
1,583 |
|
$ |
2,403 |
|
|
|
|
Successor |
|
|||||||
|
|
|
Three Months |
|
Nine Months |
|
Period from |
|
|||
|
General, administrative and management fees |
|
$ |
5,646 |
|
$ |
22,134 |
|
$ |
5,010 |
|
|
|||
Condensed Consolidated Statement of Operations
(U.S. Dollars in Thousands, Except for Earnings Per Share and Share Data)
|
|
|
Predecessor |
|
|
|
Predecessor |
|
|||
|
|
|
Period from |
|
Adjustment |
|
Period from |
|
|||
|
Loss before reorganization items, net |
|
$ |
(9,884 |
) |
— |
|
$ |
(9,884 |
) |
|
|
Reorganization items, net |
|
902,273 |
|
(1,797,807 |
)(a) |
(895,534 |
) |
|||
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|||
|
(Loss) income before income taxes |
|
892,389 |
|
(1,797,807 |
) |
(905,418 |
) |
|||
|
Income tax expense |
|
(38 |
) |
— |
|
(38 |
) |
|||
|
Net (loss) income |
|
892,351 |
|
(1,797,807 |
) |
(905,456 |
) |
|||
|
Less: Net loss attributable to noncontrolling interest |
|
(568 |
) |
(53,367 |
)(b) |
(53,935 |
) |
|||
|
|
|
|
|
|
|
|
|
|||
|
Net (loss) income attributable to Genco Shipping & Trading Limited |
|
$ |
892,919 |
|
$ |
(1,744,440 |
) |
$ |
(851,521 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
Net (loss) income per share-basic |
|
$ |
20.49 |
|
N/A |
|
$ |
(19.54 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income per share-diluted |
|
$ |
20.49 |
|
N/A |
|
$ |
(19.54 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding-basic |
|
43,568,942 |
|
N/A |
|
43,568,942 |
|
|||
|
|
|
|
|
|
|
|
|
|||
|
Weighted average common shares outstanding-diluted |
|
43,568,942 |
|
N/A |
|
43,568,942 |
|
|||
|
|
|
|
|
|
|
|
|
|||
|
Dividends declared per share |
|
$ |
— |
|
N/A |
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) |
The adjustment is the result of errors in the Company’s prior accounting for the following transactions associated with the application of fresh—start accounting: |
|
|
|
Adjustment |
|
|
|
Discharge of Predecessor equity <1> |
|
$ |
(829,974 |
) |
|
Issuance of Successor equity <2> |
|
(1,133,900 |
) |
|
|
Recording of goodwill in fresh-start accounting <3> |
|
166,067 |
|
|
|
|
|
|
|
|
|
Total |
|
$ |
(1,797,807 |
) |
|
|
|
|
|
|
<1>The accounting consequences related to the discharge of Predecessor equity were previously reported as a component in the computation of “Reorganization items, net”. The adjustment is to exclude the accounting consequences related to the discharge of Predecessor equity from the computation of “Reorganization items, net”.
<2>The accounting consequences related to the issuance of Successor equity were previously excluded as a component in the computation of “Reorganization items, net”. The adjustment is to include from the accounting consequences related to the issuance of Successor equity in the computation of “Reorganization items, net”.
<3>The accounting consequences related to the recognition of goodwill were previously excluded as a component in the computation of “Reorganization items, net”. The adjustment is to include the accounting consequences related to the establishment of goodwill in the computation of “Reorganization items, net”.
|
(b) |
The adjustment is the result of errors in the Company’s prior accounting for the consequences to non-controlling interests of certain transactions associated with the application of fresh-start accounting. |
Condensed Consolidated Statement of Comprehensive Loss
(U.S. Dollars in Thousands)
|
|
|
Predecessor |
|
|
|
Predecessor |
|
|||
|
|
|
Period from |
|
Adjustment |
|
Period from |
|
|||
|
Net (loss) income |
|
$ |
892,351 |
|
$ |
(1,797,807 |
) |
(905,456 |
) |
|
|
|
|
|
|
|
|
|
|
|||
|
Change in unrealized (loss) gain on investments |
|
2,186 |
|
— |
|
2,186 |
|
|||
|
Unrealized gain on cash flow hedges, net |
|
95 |
|
— |
|
95 |
|
|||
|
|
|
|
|
|
|
|
|
|||
|
Other comprehensive (loss) income |
|
2,281 |
|
— |
|
2,281 |
|
|||
|
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|||
|
Comprehensive (loss) income |
|
894,632 |
|
(1,797,807 |
) |
(903,175 |
) |
|||
|
Less: Comprehensive loss attributable to noncontrolling interest |
|
(568 |
) |
(53,367 |
) |
(53,935 |
) |
|||
|
|
|
|
|
|
|
|
|
|||
|
Comprehensive (loss) income attributable to Genco Shipping & Trading Limited |
|
$ |
895,200 |
|
$ |
(1,744,440 |
) |
$ |
(849,240 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
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