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Genco Shipping & Trading Limited
(U.S. Dollars in Thousands)
Notes to Consolidated Financial Statements for the Years Ended December 31, 2017, 2016 and 2015
1 - GENERAL INFORMATION
The accompanying consolidated financial statements include the accounts of Genco Shipping & Trading Limited (“GS&T”) and its direct and indirect wholly-owned subsidiaries (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 December 31, 2017, is the direct or indirect owner of all of the outstanding shares or limited liability company interests of the following subsidiaries: Genco Ship Management LLC; Genco Investments LLC; Genco RE Investments LLC; Genco Shipping Pte. Ltd.; Baltic Trading Limited; and the ship-owning subsidiaries as set forth below under “Other General Information.” As of December 31, 2017, Genco Ship Management LLC is the sole owner of all of the outstanding limited liability company interests of Genco Management (USA) Limited.
On April 15, 2016, the shareholders of the Company approved, at a Special Meeting of Shareholders (the “Special Meeting”), proposals to amend the Second Amended and Restated Articles of Incorporation of the Company to (i) increase the number of authorized shares of common stock of the Company from 250,000,000 to 500,000,000 and (ii) authorize the issuance of up to 100,000,000 shares of preferred stock, in one or more classes or series as determined by the Board of Directors of the Company. The authorized shares did not change as a result of the reverse stock split as discussed below. Following the Special Meeting on such date, the Company filed Articles of Amendment of its Second Amended and Restated Articles of Incorporation with the Registrar of Corporations of the Republic of the Marshall Islands to implement to the foregoing amendments. Additionally, at the Special Meeting, the shareholders of the Company approved a proposal to amend the Second Amended and Restated Articles of Incorporation of the Company to effect a reverse stock split of the issued and outstanding shares of Common Stock at a ratio between 1-for-2 and 1-for-25 with such reverse stock split to be effective at such time and date, if at all, as determined by the Board of Directors of the Company, but no later than one year after shareholder approval thereof. On July 7, 2016, the Company completed a one-for-ten reverse stock split of its common stock.
On October 13, 2016, Peter C. Georgiopoulos resigned as Chairman of the Board and a director of the Company. The Board of Directors appointed Arthur L. Regan, a current director of the Company, as Interim Executive Chairman of the Board. In connection with his departure, Mr. Georgiopoulos entered into a Separation Agreement and a Release Agreement with the Company on October 13, 2016. Under the terms of these agreements, subject to customary conditions, Mr. Georgiopoulos received an amount equal to the annual Chairman’s fee awarded to him in recent years of $500 as a severance payment and full vesting of his unvested equity awards, which consisted of grants of 68,581 restricted shares of the Company’s common stock and warrants exercisable for approximately 213,937 shares of the Company’s common stock with an exercise price per share ranging $259.10 to $341.90. Refer to Note 18 — Stock-Based Compensation. The agreements also contain customary provisions pertaining to confidential information, releases of claims by Mr. Georgiopoulos, and other restrictive covenants.
On November 15, 2016, pursuant to the Purchase Agreements (as defined in Note 8 — Debt), the Company completed the private placement of 27,061,856 shares of Series A Convertible Preferred Stock (“Series A Preferred Stock”) which included 25,773,196 shares at a price per share of $4.85 and an additional 1,288,660 shares issued as a commitment fee on a pro rata basis. The Company received net proceeds of $120,789 after deducting placement agents’ fees and expenses. On January 4, 2017, the Company’s shareholders approved at a Special Meeting of Shareholders the issuance of up to 27,061,856 shares of common stock of the Company upon the conversion of shares of the Series A Preferred Stock, par value $0.01 per share, which were purchased by certain investors in a private placement (the “Conversion Proposal”). As a result of shareholder approval of the Conversion Proposal, all outstanding 27,061,856 shares of Series A Preferred Stock were automatically and mandatorily converted into 27,061,856 shares of common stock of the Company on January 4, 2017.
Merger Agreement with Baltic Trading
On April 7, 2015, the Company entered into a definitive merger agreement with Baltic Trading Limited ("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, former Chairman of the Board of each company, recusing for the vote. The Merger was approved on July 17, 2015 at the 2015 Annual Meeting of Shareholders (the “2015 Annual Meeting”).
Prior to the completion of the Merger, the Company prepared its 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 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 was reflected as an adjustment to the equity in the Company. No gain or loss was recognized in the Company’s Consolidated Statement of Comprehensive 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 owned 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 was guaranteed by the Company. For further details, refer to the “Impairment of long-lived 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 the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 805, “Business Combinations” (“ASC 805”), 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 was reflected as an adjustment to Additional paid-in capital in the Consolidated Statements of Equity during the year ended December 31, 2015. The independent special committees of both companies’ Boards of Directors reviewed and approved these transactions.
Other General Information
At December 31, 2017, 2016 and 2015, the Company’s fleet, including Baltic Trading vessels, consisted of 60, 65 and 70 vessels, respectively.
Below is the list of Company’s wholly owned ship-owning subsidiaries as of December 31, 2017:
Wholly Owned Subsidiaries |
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Vessel Acquired |
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Dwt |
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Delivery Date |
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Year Built |
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Genco Vigour Limited |
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Genco Vigour |
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73,941 |
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12/15/04 |
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1999 |
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Genco Explorer Limited |
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Genco Explorer |
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29,952 |
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12/17/04 |
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1999 |
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Genco Progress Limited |
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Genco Progress |
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29,952 |
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1/12/05 |
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1999 |
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Genco Beauty Limited |
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Genco Beauty |
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73,941 |
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2/7/05 |
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1999 |
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Genco Knight Limited |
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Genco Knight |
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73,941 |
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2/16/05 |
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1999 |
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Genco Muse Limited |
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Genco Muse |
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48,913 |
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10/14/05 |
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2001 |
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Genco Surprise Limited |
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Genco Surprise |
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72,495 |
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11/17/06 |
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1998 |
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Genco Augustus Limited |
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Genco Augustus |
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180,151 |
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8/17/07 |
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2007 |
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Genco Tiberius Limited |
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Genco Tiberius |
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175,874 |
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8/28/07 |
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2007 |
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Genco London Limited |
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Genco London |
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177,833 |
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9/28/07 |
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2007 |
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Genco Titus Limited |
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Genco Titus |
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177,729 |
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11/15/07 |
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2007 |
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Genco Challenger Limited |
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Genco Challenger |
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28,428 |
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12/14/07 |
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2003 |
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Genco Charger Limited |
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Genco Charger |
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28,398 |
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12/14/07 |
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2005 |
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Genco Warrior Limited |
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Genco Warrior |
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55,435 |
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12/17/07 |
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2005 |
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Genco Predator Limited |
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Genco Predator |
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55,407 |
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12/20/07 |
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2005 |
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Genco Hunter Limited |
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Genco Hunter |
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58,729 |
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12/20/07 |
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2007 |
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Genco Champion Limited |
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Genco Champion |
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28,445 |
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1/2/08 |
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2006 |
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Genco Constantine Limited |
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Genco Constantine |
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180,183 |
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2/21/08 |
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2008 |
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Genco Raptor LLC |
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Genco Raptor |
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76,499 |
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6/23/08 |
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2007 |
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Genco Cavalier LLC |
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Genco Cavalier |
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53,617 |
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7/17/08 |
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2007 |
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Genco Thunder LLC |
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Genco Thunder |
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76,588 |
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9/25/08 |
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2007 |
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Genco Hadrian Limited |
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Genco Hadrian |
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169,025 |
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12/29/08 |
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2008 |
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Genco Commodus Limited |
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Genco Commodus |
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169,098 |
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7/22/09 |
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2009 |
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Genco Maximus Limited |
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Genco Maximus |
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169,025 |
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9/18/09 |
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2009 |
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Genco Claudius Limited |
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Genco Claudius |
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169,001 |
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12/30/09 |
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2010 |
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Genco Bay Limited |
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Genco Bay |
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34,296 |
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8/24/10 |
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2010 |
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Genco Ocean Limited |
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Genco Ocean |
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34,409 |
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7/26/10 |
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2010 |
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Genco Avra Limited |
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Genco Avra |
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34,391 |
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5/12/11 |
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2011 |
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Genco Mare Limited |
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Genco Mare |
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34,428 |
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7/20/11 |
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2011 |
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Genco Spirit Limited |
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Genco Spirit |
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34,432 |
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11/10/11 |
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2011 |
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Genco Aquitaine Limited |
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Genco Aquitaine |
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57,981 |
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8/18/10 |
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2009 |
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Genco Ardennes Limited |
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Genco Ardennes |
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58,018 |
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8/31/10 |
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2009 |
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Genco Auvergne Limited |
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Genco Auvergne |
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58,020 |
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8/16/10 |
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2009 |
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Genco Bourgogne Limited |
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Genco Bourgogne |
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58,018 |
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8/24/10 |
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2010 |
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Genco Brittany Limited |
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Genco Brittany |
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58,018 |
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9/23/10 |
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2010 |
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Genco Languedoc Limited |
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Genco Languedoc |
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58,018 |
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9/29/10 |
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2010 |
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Genco Loire Limited |
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Genco Loire |
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53,430 |
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8/4/10 |
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2009 |
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Genco Lorraine Limited |
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Genco Lorraine |
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53,417 |
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7/29/10 |
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2009 |
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Genco Normandy Limited |
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Genco Normandy |
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53,596 |
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8/10/10 |
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2007 |
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Genco Picardy Limited |
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Genco Picardy |
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55,257 |
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8/16/10 |
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2005 |
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Genco Provence Limited |
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Genco Provence |
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55,317 |
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8/23/10 |
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2004 |
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Genco Pyrenees Limited |
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Genco Pyrenees |
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58,018 |
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8/10/10 |
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2010 |
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Genco Rhone Limited |
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Genco Rhone |
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58,018 |
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3/29/11 |
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2011 |
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Baltic Lion Limited |
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Baltic Lion |
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179,185 |
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4/8/15 |
(1) |
2012 |
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Baltic Tiger Limited |
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Genco Tiger |
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179,185 |
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4/8/15 |
(1) |
2011 |
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Baltic Leopard Limited |
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Baltic Leopard |
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53,446 |
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4/8/10 |
(2) |
2009 |
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Baltic Panther Limited |
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Baltic Panther |
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53,350 |
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4/29/10 |
(2) |
2009 |
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Baltic Cougar Limited |
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Baltic Cougar |
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53,432 |
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5/28/10 |
(2) |
2009 |
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Baltic Jaguar Limited |
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Baltic Jaguar |
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53,473 |
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5/14/10 |
(2) |
2009 |
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Baltic Bear Limited |
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Baltic Bear |
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177,717 |
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5/14/10 |
(2) |
2010 |
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Baltic Wolf Limited |
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Baltic Wolf |
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177,752 |
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10/14/10 |
(2) |
2010 |
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Baltic Wind Limited |
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Baltic Wind |
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34,408 |
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8/4/10 |
(2) |
2009 |
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Baltic Cove Limited |
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Baltic Cove |
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34,403 |
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8/23/10 |
(2) |
2010 |
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Baltic Breeze Limited |
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Baltic Breeze |
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34,386 |
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10/12/10 |
(2) |
2010 |
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Baltic Fox Limited |
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Baltic Fox |
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31,883 |
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9/6/13 |
(2) |
2010 |
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Baltic Hare Limited |
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Baltic Hare |
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31,887 |
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9/5/13 |
(2) |
2009 |
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Baltic Hornet Limited |
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Baltic Hornet |
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63,574 |
|
10/29/14 |
(2) |
2014 |
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Baltic Wasp Limited |
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Baltic Wasp |
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63,389 |
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1/2/15 |
(2) |
2015 |
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Baltic Scorpion Limited |
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Baltic Scorpion |
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63,462 |
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8/6/15 |
|
2015 |
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Baltic Mantis Limited |
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Baltic Mantis |
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63,470 |
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10/9/15 |
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2015 |
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(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 the vessel was delivered to Baltic Trading. |
The Company formerly provided technical services for drybulk vessels purchased by Maritime Equity Partners (“MEP”). These services included oversight of crew management, insurance, drydocking, ship operations and financial statement preparation, but did not include chartering services. The services were initially 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. On September 30, 2015, under the oversight of an independent committee of the Company’s Board of Directors, Genco Management (USA) Limited and MEP entered into certain agreements under which MEP paid $2,178 of the amount of service fees in arrears (of which $261 was paid in 2016 by the new owners of five of the MEP vessels sold in January 2016 as described below) and the daily service fee was reduced from $750 to $650 per day effective on October 1, 2015. During January 2016, five of MEP’s vessels were sold to third-parties and were no longer subject to the agency agreement. Based upon the September 30, 2015 agreement, termination fees were due in the amount of $296 which was assumed by the new owners of the five MEP vessels that were sold and were paid in full during February 2016. Additionally, during the three months ended September 30, 2016, the remaining seven of MEP’s vessels were sold to third parties, and the agency agreement was deemed terminated upon the sale of these vessels. Based upon the September 30, 2015 agreement, termination fees were due in the amount of $830, which was assumed by the new owners of the seven MEP vessels that were sold and were paid in full as of September 30, 2016. MEP has been dissolved and all previous amounts have been settled as of December 31, 2016. Refer to Note 7 — Related Party Transactions.
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2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of consolidation
The accompanying consolidated financial statements have been prepared in accordance with U.S. GAAP which includes the accounts of GS&T and its direct and indirect wholly-owned subsidiaries, including Baltic Trading. All intercompany accounts and transactions have been eliminated in consolidation.
Business geographics
The Company’s vessels regularly move between countries in international waters, over hundreds of trade routes and, as a result, the disclosure of geographic information is impracticable.
Vessel acquisitions
When the Company enters into an acquisition transaction, it determines whether the acquisition transaction was the purchase of an asset or a business based on the facts and circumstances of the transaction. As is customary in the shipping industry, the purchase of a vessel is normally treated as a purchase of an asset as the historical operating data for the vessel is not reviewed nor is it material to the Company’s decision to make such acquisition.
When a vessel is acquired with an existing time charter, the Company allocates the purchase price to the vessel and the time charter based on, among other things, vessel market valuations and the present value (using an interest rate which reflects the risks associated with the acquired charters) of the difference between (i) the contractual amounts to be paid pursuant to the charter terms and (ii) management’s estimate of the fair market charter rate, measured over a period equal to the remaining term of the charter. The capitalized above-market (assets) and below-market (liabilities) charters are amortized as a reduction or increase, respectively, to voyage revenues over the remaining term of the charter.
Segment reporting
The Company reports financial information and evaluates its operation by voyage 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 operation 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.
Revenue and voyage expense recognition
Since the Company’s inception, revenues have been generated from time charter agreements, spot market voyage charters, pool agreements and spot market-related time charters. A time charter involves placing a vessel at the charterer’s disposal for a set period of time during which the charterer may use the vessel in return for the payment by the charterer of a specified daily hire rate, including any ballast bonus payments received pursuant to the time charter agreement. Spot market-related time charters are the same as other time charter agreements, except the time charter rates are variable and are based on a percentage of the average daily rates as published by the Baltic Dry Index (“BDI”). Voyage revenues also include the sale of bunkers consumed during short-term time charters pursuant to the terms of the time charter agreement.
The Company records time charter revenues over the term of the charter as service is provided. Revenues are recognized on a straight-line basis as the average revenue over the term of the respective time charter agreement. The Company records spot market-related time charter revenues over the term of the charter as service is provided based on the rate determined based on the BDI for each respective billing period. As such, the revenue earned by the Company’s vessels that are on spot market-related time charters is subject to fluctuations of the spot market.
Revenue for spot market voyage charters is recognized ratably over the total transit time of each voyage, which commences at the time the vessel departs from its last discharge port and ends at the time the discharge of cargo is completed at the discharge port. The Company does not begin recognizing revenue until an agreement has been entered into between the charterer and the Company, even if the vessel has discharged its cargo and is sailing to the anticipated load port on its next voyage.
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. These expenses are borne by the Company during spot market voyage charters. As such, there are significantly higher voyage expenses for spot market voyage charters as compared to time charters, spot market-related time charters and pool agreements. 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. Additionally, the Company records lower of cost or market adjustments to re-value the bunker fuel on a quarterly basis, as required. These differences in bunkers, including lower of cost or market adjustments, resulted in a net gain (loss) of $2,021, ($4,920) and ($8,927) during the years ended December 31, 2017, 2016 and 2015, respectively. Additionally, voyage expenses include the cost of bunkers consumed during short-term time charters pursuant to the terms of the time charter agreement. The Company recognizes voyage expenses when incurred.
During the years ended December 31, 2017 and 2016, six of the Company’s vessels were chartered under spot-market related time charters which included a profit-sharing element, the Genco Commodus, Baltic Lion, Genco London, Genco Maximus, Baltic Wasp and Baltic Wolf. These time charters all ended during the year ended December 31, 2017. Under these charter agreements, the rate for the spot market-related time charter was linked to a floor of $3 with a 50% index-based profit sharing component. During the year ended December 31, 2015, there were no time charters with profit-sharing elements.
At December 31, 2017 and 2016, 0 and 20 of the Company’s vessels were in vessel pools, respectively. At December 31, 2016, the Company had 13 vessels operating in the Clipper Logger Pool and the Clipper Sapphire Pool, vessel pools trading in the spot market for which Clipper Group acts as the pool manager. Additionally, at December 31, 2016, the Company had seven vessels operating in the Bulkhandling Handymax A/S Pool, a vessel pool trading in the spot market for which Torvald Klaveness acts as pool manager. Under pool arrangements, the vessels operate under a time charter agreement whereby the cost of bunkers and port expenses are borne by the pool and operating costs including crews, maintenance and insurance are typically paid by the owner of the vessel. Since the members of the pool share in the revenue less voyage expenses generated by the entire group of vessels in the pool, and the pool operates in the spot market, the revenue earned by these vessels is subject to the fluctuations of the spot market. The Company recognizes revenue from these pool arrangements based on its portion of the net distributions reported by the relevant pool, which represents the net voyage revenue of the pool after voyage expenses and pool manager fees.
Other operating income
During the years ended December 31, 2017, 2016 and 2015, the Company recorded other operating income of $0, $960 and $0, respectively. Other Operating income recorded during the year ended December 31, 2016 consists primarily of $934 received from Samsun Logix Corporation (“Samsun”) pursuant to the revised rehabilitation plan that was approved by the South Korean courts on April 8, 2016 which was settled in full on October 27, 2016. Refer to Note 16 — Commitments and Contingencies for further information regarding the bankruptcy settlement with Samsun.
Due from charterers, net
Due from charterers, net includes accounts receivable from charters, net of the provision for doubtful accounts. At each balance sheet date, the Company records the provision based on a review of all outstanding charter receivables. Included in the standard time charter contracts with the Company’s customers are certain performance parameters which, if not met, can result in customer claims. As of December 31, 2017 and 2016, the Company had a reserve of $246 and $283, respectively, against the due from charterers balance and an additional accrual of $327 and $220, respectively, in deferred revenue, each of which is primarily associated with estimated customer claims against the Company including vessel performance issues under time charter agreements.
Revenue is based on contracted charterparties. However, there is always the possibility of dispute over terms and payment of hires and freights. In particular, disagreements may arise concerning the responsibility of lost time and revenue. Accordingly, the Company periodically assesses the recoverability of amounts outstanding and estimates a provision if there is a possibility of non-recoverability. The Company believes its provisions to be reasonable based on information available.
Inventories
Inventories consist of consumable bunkers, lubricants and victualling stores, which are stated at the lower of cost or market value, if required, and are recorded in Prepaid expenses and other current assets in the Consolidated Balance Sheets. Cost is determined by the first in, first out method.
Vessel operating expenses
Vessel operating expenses include crew wages and related costs, the cost of insurance, expenses relating to repairs and maintenance, the cost of spares and consumable stores, and other miscellaneous expenses. Vessel operating expenses are recognized when incurred.
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 that 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 years ended December 31, 2017, 2016 and 2015 was $66,514, $71,829 and $76,395, 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 estimated scrap value of $310 per lightweight ton (“lwt”) times the weight of the vessel noted in lwt.
Vessels held for sale
During December 2016, the Board of Directors authorized the sale of the Genco Success, Genco Prosperity and Genco Wisdom. As such, these vessel assets were classified as held for sale in the Consolidated Balance Sheet as of December 31, 2016. These vessels were sold during the year ended December 31, 2017. Refer to Note 4 — Vessel Acquisitions and Dispositions for additional information.
Fixed assets, net
Fixed assets, net is stated at cost less accumulated depreciation and amortization. Depreciation and amortization are based on a straight line basis over the estimated useful life of the specific asset placed in service. The following table is used in determining the typical estimated useful lives:
Description |
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Useful lives |
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|
|
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Leasehold improvements |
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Lesser of the estimated useful life of the asset or life of the lease |
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Furniture, fixtures & other equipment |
|
5 years |
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Vessel equipment |
|
2-15 years |
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Computer equipment |
|
3 years |
Depreciation and amortization expense for fixed assets for the years ended December 31, 2017, 2016 and 2015 was $274, $388 and $284, respectively.
Deferred drydocking costs
The Company’s vessels are required to be drydocked approximately every 30 to 60 months for major repairs and maintenance that cannot be performed while the vessels are operating. The Company defers the costs associated with the drydockings as they occur and amortizes these costs on a straight-line basis over the period between drydockings. Costs deferred as part of a vessel’s drydocking include actual costs incurred at the drydocking yard; cost of travel, lodging and subsistence of personnel sent to the drydocking site to supervise; and the cost of hiring a third party to oversee the drydocking. If the vessel is drydocked earlier than originally anticipated, any remaining deferred drydock costs that have not been amortized are expensed at the end of the next drydock.
Amortization expense for drydocking for the years ended December 31, 2017, 2016 and 2015 was $4,988, $4,113 and $2,877, respectively, and is included in Depreciation and amortization expense in the Consolidated Statements of Operation. All other costs incurred during drydocking are expensed as incurred.
Impairment of long-lived assets
During the years ended December 31, 2017, 2016 and 2015 the Company recorded $21,993, $69,278 and $39,893, respectively, related to the impairment of vessel assets in accordance with ASC 360 — “Property, Plant and Equipment” (“ASC 360”). ASC 360 requires impairment losses to be recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than their carrying amounts. If indicators of impairment are present, the Company performs an analysis of the anticipated undiscounted future net cash flows to be derived from the related long-lived assets.
On August 4, 2017, the Board of Directors determined to dispose of the Company’s vessels built in 1999, namely the Genco Beauty, the Genco Explorer, the Genco Knight, the Genco Progress and the Genco Vigour, at times and on terms to be determined in the future. Given this decision, and that the estimated future undiscounted cash flows for each of these older vessels did not exceed the net book value for each vessel, the Company has adjusted the values of these older vessels to their respective fair market values during the year ended December 31, 2017. This resulted in an impairment loss of $18,654 during the year ended December 31, 2017.
At June 30, 2017, the Company determined that the sum of the estimated undiscounted future cash flows attributable to the Genco Surprise did not exceed the carrying value of the vessel at June 30, 2017 and reduced the carrying value of the Genco Surprise, a 1998-built Panamax vessel, to its fair market value as of June 30, 2017. This resulted in an impairment loss of $3,339 during the year ended December 31, 2017.
At June 8, 2016, the Company determined that the scrapping of nine of its vessels, the Genco Acheron, Genco Carrier, Genco Leader, Genco Pioneer, Genco Prosperity, Genco Reliance, Genco Success, Genco Sugar, and Genco Wisdom, was more likely than not pursuant to the Commitment Letter entered into for the $400 Million Credit Facility as defined and disclosed in Note 8 — Debt. Therefore, at June 8, 2016, the time utilized to determine the recoverability of the carrying value of the vessel assets was significantly reduced. After determining that the sum of the estimated undiscounted future cash flows attributable to the aforementioned nine vessels did not exceed the carrying value of the vessels at June 8, 2016, the Company reduced the carrying value of the nine vessels to their net realizable value, which was based on the expected net proceeds from scrapping the vessels. This resulted in an impairment loss of $67,594 during the year ended December 31, 2016. Refer to Note 4 — Vessel Acquisitions and Dispositions for further information about the sale of these vessels.
At March 31, 2016, the Company determined that the scrapping of the Genco Marine was more likely than not based on discussions with the Company’s Board of Directors. Therefore, at March 31, 2016, the time utilized to determine the recoverability of the carrying value of the vessel asset was significantly reduced. After determining that the sum of the estimated undiscounted future cash flows attributable to the Genco Marine did not exceed the carrying value of the vessel at March 31, 2016, the Company reduced the carrying value of the Genco Marine to its net realizable value, which was based on the expected proceeds from scrapping the vessel. This resulted in an impairment loss of $1,684 during the year ended December 31, 2016. On April 5, 2016, the Board of Directors unanimously approved scrapping the Genco Marine and the sale of the Genco Marine to the scrap yard was completed on May 17, 2016.
At December 31, 2015, the Company determined that the future undiscounted cash flows did not exceed the net book value for the Genco Marine. As such, a $4,497 impairment loss was recorded in order to adjust the value of the Genco Marine to its fair market value during the year ended December 31, 2015.
Lastly, 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, at March 31, 2015, 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. This resulted in an impairment loss of $35,396 during the year ended December 31, 2015. 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.
(Gain) loss on disposal of vessels
During the years ended December 31, 2017, 2016 and 2015, the Company recorded net gains of $7,712 and $3,555 and a net loss of $1,210, respectively, related to the sale of vessels. The $7,712 net gain recognized during the year ended December 31, 2017 related primarily to the sale of the Genco Wisdom, the Genco Reliance, the Genco Carrier, the Genco Success and the Genco Prosperity. During the year ended December 31, 2016, the Company recorded a net gain of $3,555 related to the sale of the Genco Marine, the Genco Sugar, the Genco Pioneer, the Genco Leader and the Genco Acheron. Lastly, during the year ended December 31, 2015, the Company recorded a net loss of $1,210 related to the sale of the Baltic Lion and Baltic Tiger entities to GS&T from Baltic Trading on April 8, 2015.
Deferred financing costs
Deferred financing costs, which are presented as a direct deduction within the outstanding debt balance in the Company’s Consolidated Balance Sheet, consist of 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 on the Consoliated Statement of Operations.
Cash and cash equivalents
The Company considers highly liquid investments such as money market funds and certificates of deposit with an original maturity of three months or less to be cash equivalents.
Restricted Cash
Current and non-current restricted cash includes cash that is restricted pursuant to our credit facilities, refer to Note 8 — Debt. The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the Consolidated Balance Sheets that sum to the total of the same amounts shown in the Consolidated Statements of Cash Flows:
|
|
December 31, |
|
December 31, |
|
December 31, |
|
|||
|
|
2017 |
|
2016 |
|
2015 |
|
|||
Cash and cash equivalents |
|
$ |
174,479 |
|
$ |
133,400 |
|
$ |
121,074 |
|
Restricted cash - current |
|
|
7,234 |
|
|
8,242 |
|
|
19,500 |
|
Restricted cash - noncurrent |
|
|
23,233 |
|
|
27,426 |
|
|
315 |
|
|
|
|
|
|
|
|
|
|
|
|
Cash, cash equivalents and restricted cash |
|
$ |
204,946 |
|
$ |
169,068 |
|
$ |
140,889 |
|
|
|
|
|
|
|
|
|
|
|
|
Investments
The Company previously held 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 were designated as Available For Sale (“AFS”) and were reported at fair value, with unrealized gains and losses recorded in equity as a component of accumulated other comprehensive income (loss) (“AOCI”). The Company classified the investments as current or noncurrent assets based on the Company’s intent to hold the investments at each reporting date. As of December 31, 2016 and 2017, the Company no longer held investments in Jinhui or KLC. Refer to Note 5 — Investments.
Investments were 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 reviewed 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 issuers 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.
United States Gross Transportation Tax
Pursuant to Section 883 of the U.S. Internal Revenue Code of 1986 (as amended) (the “Code”), qualified income derived from the international operations of ships is excluded from gross income and exempt from U.S. federal income tax if a company engaged in the international operation of ships meets certain requirements (the “Section 883 exemption”). Among other things, in order to qualify, the Company must be incorporated in a country that grants an equivalent exemption to U.S. corporations and must satisfy certain qualified ownership requirements.
The Company is incorporated in the Marshall Islands. Pursuant to the income tax laws of the Marshall Islands, the Company is not subject to Marshall Islands income tax. The Marshall Islands has been officially recognized by the Internal Revenue Service as a qualified foreign country that currently grants the requisite equivalent exemption from tax. The Company is not taxable in any other jurisdiction, with the exception of Genco Management (USA) Limited and Genco Shipping Pte. Ltd., as noted in the “Income taxes” section below.
The Company will qualify for the Section 883 exemption if, among other things, (i) the Company’s stock is treated as primarily and regularly traded on an established securities market in the United States (the “publicly traded test”) or (ii) the Company satisfies the qualified shareholder test or (iii) the Company satisfies the controlled foreign corporation test (the “CFC test”). Under applicable Treasury Regulations, the publicly-traded test cannot be satisfied in any taxable year in which persons who actually or constructively own 5% or more of the Company’s stock (which the Company sometimes refers to as “5% shareholders”), together own 50% or more of the Company’s stock (by vote and value) for more than half the days in such year (which the Company sometimes refers to as the “five percent override rule”), unless an exception applies. A foreign corporation satisfies the qualified shareholder test if more than 50 percent of the value of its outstanding shares is owned (or treated as owned by applying certain attribution rules) for at least half of the number of days in the foreign corporation's taxable year by one or more “qualified shareholders.” A qualified shareholder includes a foreign corporation that, among other things, satisfies the publicly traded test. A foreign corporation satisfies the CFC test if it is a “controlled foreign corporation” and one or more qualified U.S. persons own more than 50 percent of the total value of all the outstanding stock.
Based on the ownership and trading of the Company’s stock in 2017, the Company believes that it did not satisfy the publicly traded test, the qualified shareholder test or the CFC test, and therefore did not qualify for the Section 883 exemption in 2017. However, the Company believes that it qualified for exemption from income tax on income derived from the international operations of ships during the years ended December 31, 2016 and 2015 (excluding Baltic Trading in 2015). In order to meet the publicly traded requirement, the Company’s stock must be treated as being primarily and regularly traded for more than half the days of any such year. Under the Section 883 regulations, the Company’s qualification for the publicly traded requirement may be jeopardized if 5% shareholders own, in the aggregate, 50% or more of the Company’s common stock for more than half the days of the year. Management believes that during the year ended December 31, 2017, the combined ownership of its 5% shareholders equaled 50% or more of its common stock for more than half the days of each of those respective years, as applicable. However, during the years ended December 31, 2016 and 2015, management believes that the combined ownership of its 5% shareholders did not equal 50% or more of its common stock for more than half the days of each of those respective years.
If the Company does not qualify for the Section 883 exemption, the Company’s U.S. source shipping income, i.e., 50% of its gross shipping income attributable to transportation beginning or ending in the U.S. (but not both beginning and ending in the U.S.) is subject to a 4% tax without allowance for deductions (the “U.S. gross transportation tax”).
During the year ended December 31, 2017, the Company recorded estimated U.S. gross transportation tax of $365 which has been recorded in Voyages expenses in the Consolidated Statements of Operation. During the years ended December 31, 2016 and 2015, the Company (except Baltic Trading in 2015) qualified for Section 883 exemption and, therefore, did not record any U.S. gross transportation tax.
Prior to the Merger, Baltic Trading was also incorporated in the Marshall Islands, and its stock was primarily traded on an established securities market in the U.S. However, GS&T indirectly owned shares of Baltic Trading’s Class B Stock which provided GS&T with over 50% of the combined voting power of all classes of Baltic Trading’s voting stock since Baltic Trading’s IPO was completed on March 15, 2010 until the Merger with Baltic Trading on July 17, 2015 (pursuant to which GS&T exchanged its shares for Baltic Trading’s outstanding common stock). As a result, Baltic Trading’s Class B Stock was not treated as regularly traded (a corporation’s stock is not regularly traded if, amongst other things, 50% or more of its stock (by vote or value) is not listed on one or more established securities markets) and Baltic Trading did not satisfy the publicly traded test in 2015 (and could not satisfy the qualified shareholder test or the controlled foreign corporation test in 2015). Thus, Baltic Trading did not qualify for a Section 883 exemption in 2015. As such, Baltic Trading was subject to U.S. gross transportation income tax on its U.S. source shipping income.
During the year ended December 31, 2015, Baltic Trading’s recorded estimated U.S. gross transportation tax expense of $68.
Income taxes
To the extent the Company’s U.S. source shipping income, or other U.S. source income, is considered to be effectively connected income, as described below, any such income, net of applicable deductions, would be subject to the U.S. federal corporate income tax, currently imposed at a 21% rate effective 2018. In addition, the Company may be subject to a 30% "branch profits" tax on such income, and on certain interest paid or deemed paid attributable to the conduct of such trade or business. Shipping income is generally sourced 100% to the United States if attributable to transportation exclusively between United States ports (the Company is prohibited from conducting such voyages), 50% to the United States if attributable to transportation that begins or ends, but does not both begin and end, in the United States (as described in “United States Gross Transportation Tax” above) and otherwise 0% to the United States.
The Company’s U.S. source shipping income would be considered effectively connected income only if:
· |
the Company has, or is considered to have, a fixed place of business in the U.S. involved in the earning of U.S. source shipping income; and |
· |
substantially all of the Company’s U.S. source shipping income is attributable to regularly scheduled transportation, such as the operation of a vessel that follows a published schedule with repeated sailings at regular intervals between the same points for voyages that begin or end in the U.S. |
The Company does not intend to have, or permit circumstances that would result in having, any vessel sailing to
or from the U.S. on a regularly scheduled basis. Based on the current shipping operations of the Company and the
Company’s expected future shipping operations and other activities, the Company believes that none of its U.S. source
shipping income will constitute effectively connected income. However, the Company may from time to time generate
non-shipping income that may be treated as effectively connected income.
In addition to the Company’s shipping income and pursuant to certain agreements, the Company technically and commercially managed vessels for Baltic Trading until the Merger and provided technical management of vessels for MEP in exchange for specified fees for these services provided. These services were performed by Genco Management (USA) Limited (“Genco (USA)”), which elected to be taxed as a corporation for United States federal income tax purposes. As such, Genco (USA) was subject to United States federal income tax (imposed at rates of 21% rate effective 2018) 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 management services for both Baltic Trading and MEP’s vessels.
There was no revenue earned by the Company for these services during the year ended December 31, 2017. Total revenue earned by the Company for these services during the years ended December 31, 2016 and 2015 was $2,340 and $6,410, respectively, of which $0 and $3,235, respectively, eliminated upon consolidation. After allocation of certain expenses, there was taxable net income of $1,502 associated with these activities for the year ended December 31, 2016. This resulted in estimated U.S. federal net income tax expense of $709. After allocation of certain expenses, there was taxable net income of $3,880 associated with these activities for the year ended December 31, 2015. This resulted in estimated U.S. federal net income tax expense of $1,753 for the year ended December 31, 2015.
During 2017, the Company established Genco Shipping Pte. Ltd. which is based in Singapore which will be subject to income tax in Singapore. During the year ended December 31, 2017, there was no income tax recorded by Genco Shipping Pte. Ltd.
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. Refer to “Revenue and voyage expense recognition” above for description of the Company’s revenue recognition policy.
Comprehensive income
The Company follows ASC Subtopic 220-10, “Comprehensive Income” (“ASC 220-10”), which establishes standards for reporting and displaying comprehensive income and its components in financial statements. Comprehensive income is comprised of net income and amounts related to unrealized gains or losses associated with the Company’s AFS investments.
Nonvested stock awards
The Company follows ASC Subtopic 718-10, “Compensation — Stock Compensation” (“ASC 718-10”), for nonvested stock issued under its equity incentive plans. Stock-based compensation costs from nonvested stock have been classified as a component of additional paid-in capital on the Consolidated Statement of Equity.
Accounting estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include vessel valuations, the valuation of amounts due from charterers, performance claims, residual value of vessels, useful life of vessels and the fair value of derivative instruments, if any. Actual results could differ from those estimates.
Concentration of credit risk
Financial instruments that potentially subject the Company to concentrations of credit risk are amounts due from charterers and cash and cash equivalents. With respect to amounts due from charterers, the Company attempts to limit its credit risk by performing ongoing credit evaluations and, when deemed necessary, requires letters of credit, guarantees or collateral. The Company earned 100% of voyage revenues from 102, 52 and 52 customers during the years ended December 31, 2017, 2016 and 2015.
For the year ended December 31, 2017, there were two customers that individually accounted for more than 10% of voyage revenues: Swissmarine Services S.A., including its subsidiaries (“Swissmarine”) and Clipper Group, including Clipper Bulk Shipping, the Clipper Logger Pool and the Clipper Sapphire Pool (“Clipper”), which represented 15.09% and 10.98% of voyage revenues, respectively. For the year ended December 31, 2016, there were three customers that individually accounted for more than 10% of voyage revenues; Swissmarine, Clipper, and Pioneer Navigation Ltd., which represented 25.31%, 22.96% and 11.11% of voyage revenues, respectively. For the year ended December 31, 2015, there were three customers that individually accounted for more than 10% of voyage revenues; Swissmarine, Clipper, and Pioneer Navigation Ltd., which represented 24.37%, 19.09% and 13.03% of voyage revenues, respectively.
At December 31, 2017 and 2016, the Company maintains all of its cash and cash equivalents with three and four financial institutions, respectively. None of the Company’s cash and cash equivalent balance is covered by insurance in the event of default by these financial institutions.
Fair value of financial instruments
The estimated fair values of the Company’s financial instruments, such as amounts due to / due from charterers, accounts payable and long-term debt, approximate their individual carrying amounts as of December 31, 2017 and 2016 due to their short-term maturity or the variable-rate nature of the respective borrowings under the credit facilities. See Note 10 — Fair Value of Financial Instruments for additional disclosure on the fair value of long-term debt.
Recent accounting pronouncements
In May 2017, the FASB issued Accounting Standards Update (“ASU”) No. 2017-09, “Compensation – Stock Compensation (Topic 718), Scope of Modification Account” (“ASU 2017-09”). This ASU provides guidance on determining which changes to the terms and conditions of share-based payment awards require an entity to apply modification account. This ASU is effective for fiscal years beginning after December 15, 2017, and for interim periods within those years and early adoption is permitted. ASU 2017-09 must be applied prospectively to an award modified on or after the adoption date. The Company will adopt ASU 2017-09 during the first quarter of 2018.
In November 2016, the FASB issued ASU No. 2016-18, “Statement of Cash Flows (Topic 230): Restricted Cash” (“ASU 2016-18”). This ASU adds or clarifies the guidance in ASC 230 – Statement of Cash Flows regarding the classification and presentation of restricted cash in the statement of cash flows. ASU 2016-18 requires entities to show the changes in the total of cash, cash equivalents, restricted cash and restricted cash equivalents in the statement of cash flow. Changes in the deposits of restricted cash were previously included in the investing activities section in the Consolidated Statements of Cash Flows. This ASU is effective for fiscal years beginning after December 15, 2017, and for interim periods within those years and early adoption is permitted. ASU 2016-18 must be adopted retrospectively. The Company early adopted ASU 2016-18 during the fourth quarter of 2017. The retrospective application of ASU 2016-18 resulted in restricted cash being reclassified as a component of cash, cash equivalents and restricted cash in the Consolidated Statements of Cash Flows.
In August 2016, the FASB issued ASU No. 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments.” This ASU adds or clarifies the guidance in ASC 230 – Statement of Cash Flows regarding the classification of certain cash receipts and payments in the statement of cash flows. This ASU is effective for fiscal years beginning after December 15, 2017, and for interim periods within those years and early adoption is permitted. This ASU shall be applied retrospectively to all periods presented, but may be applied prospectively from the earliest date practicable if retrospective application would be impracticable. Other than presentation, the Company does not expect the adoption of this standard to have a material impact on the Company’s consolidated financial statements.
In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842),” which replaces the existing guidance in ASC 840 – Leases. This ASU requires a dual approach for lessee accounting under which a lessee would account for leases as finance leases or operating leases. Both finance leases and operating leases will result in the lessee recognizing a right-of-use asset and a corresponding lease liability for leases with lease terms of more than twelve months. For finance leases, the lessee would recognize interest expense and amortization of the right-of-use asset and for operating leases, the lessee would recognize a straight-line total lease expense. Accounting by lessors will remain largely unchanged from current U.S. GAAP. The requirements of this standard include an increase in required disclosures. This ASU is effective for fiscal years beginning after December 15, 2018, and for interim periods within those fiscal years. Lessees and lessors will be required to apply the new standard at the beginning of the earliest period presented in the financial statements in which they first apply the new guidance, using a modified retrospective transition method. The requirements of this standard include a significant increase in required disclosures. The Company is currently evaluating the impact of this adoption on its consolidated financial statements and related disclosures.
In January 2016, the FASB issued ASU No. 2016-01, “Recognition and Measurement of Financial Assets and Financial Liabilities” (“ASU 2016-01”). This ASU will require that equity investments are measured at fair value with changes in fair value recognized in net income (loss). ASU 2016-01 will be effective for annual periods beginning after December 15, 2017, and interim periods within those years. The Company does not expect the adoption of this standard to have a material impact on the Company’s consolidated financial statements as the Company currently does not have any equity investments.
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, 2017, 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. In May 2016, the FASB issued ASU No. 2016-12, “Revenue from Contracts with Customers - Narrow Scope Improvements and Practical Expedients.” This update provides further guidance on applying collectability criterion to assess whether the contract is valid and represents a substantive transaction on the basis whether a customer has the ability and intention to pay the promised consideration. The requirements of this standard include an increase in required disclosures. Additionally, During November 2017, the FASB issued ASU No. 2017-14 which provides amendments to certain Securities and Exchange Commission paragraphs within the FASB’s ASC. Management is currently analyzing contracts with our customers covering the significant streams of the Company’s annual revenues under the provisions of the new standard as well as change necessary to information technology systems, processes and internal controls to capture new data and address changes in financial reporting. The Company intends to adopt the aforementioned ASUs for the interim periods after December 31, 2017, using the modified retrospective transition method applied to those contracts which were not completed as of that date. Upon adoption, the Company will recognize the cumulative effect of adopting this guidance as an adjustment to its opening balance of retained earnings as of January 1, 2018. Prior periods will not be retrospectively adjusted. While the assessment is still ongoing, based on the progress made to date, the Company expects that the timing of recognition of revenue for certain ongoing charter contracts will be impacted as well as the timing of recognition of certain voyage related costs. While the assessment of certain effects of the adoption of ASU 2014-09 are still ongoing as noted below, the timing of revenue recognition will primarily affect spot market voyage charters. Under ASU 2014-09, revenue will be recognized beginning from when the vessel arrives at the load port rather than from the latter of the time when the vessel departs from its last discharge port and when the contract is entered into with the charterer. The Company expects that the adoption of ASU 2014-09 will result in an increase in the opening Retained deficit balance as of January 1, 2018 in the Consolidated Balance Sheet of approximately $1,100 to $1,200 as a result of the adjustment of Voyage revenue. The Company is currently evaluating the effect of the adjustment of any expenses and the additional presentation and disclosure requirements of ASU 2014-09 on our consolidated financial statements.
|
3 - CASH FLOW INFORMATION
For the year ended December 31, 2017, the Company had non-cash investing activities not included in the Consolidated Statement of Cash Flows for items included in Accounts payable and accrued expenses consisting of $36 for the Purchase of other fixed assets.
Professional fees and trustee fees in the amount of $0 were recognized by the Company in Reorganization items, net for the year ended December 31, 2017 (refer to Note 15). During this period, $25 of professional fees and trustee fees were paid through December 31, 2017 and $0 is included in Accounts payable and accrued expenses as of December 31, 2017.
For the year ended December 31, 2016, the Company had non-cash investing activities not included in the Consolidated Statement of Cash Flows for items included in Accounts payable and accrued expenses consisting of $35 for the Purchase of vessels, including deposits, $20 for the Purchase of other fixed assets and $27 for the Net proceeds from sale of vessels. Additionally, for the year ended December 31, 2016, the Company had non-cash financing activities not included in the Consolidated Statement of Cash Flows for items included Accounts payable and accrued expenses consisting of $1,103 associated with the Payment of Series A Preferred Stock issuance costs.
Professional fees and trustee fees in the amount of $272 were recognized by the Company in Reorganization items, net for the year ended December 31, 2016 (refer to Note 15). During this period, $294 of professional fees and trustee fees were paid through December 31, 2016 and $25 is included in Accounts payable and accrued expenses as of December 31, 2016.
For the year ended December 31, 2015, the Company had non-cash investing activities not included in the Consolidated Statement of Cash Flows for items included in Accounts payable and accrued expenses consisting of $236 for the Purchase of vessels, including deposits and $121 for the Purchase of other fixed assets. Additionally, for the year ended December 31, 2015, the Company had non-cash financing activities not included in the Consolidated Statement of Cash Flows for items included in Accounts payable and accrued expenses consisting of $101 associated with the Cash settlement of non-accredited Note holders. During the year ended December 31, 2015, the Company increased the amount of non-accredited holders of the Convertible Senior Notes, which were discharged on July 9, 2014 when the Company subsequently emerged from bankruptcy (the “Effective Date”), which were settled in cash versus settled with common shares. Lastly, for the year ended December 31, 2015, the Company had non-cash investing activities not included in the Consolidated Statement of Cash Flows for items included in Prepaid expenses and other current assets consisting of ($14) associated with the Purchase of vessels, including deposits and $148 associated with the Sale of AFS Securities.
Professional fees and trustee fees in the amount of $1,085 were recognized by the Company in Reorganization items, net for the year ended December 31, 2015 (refer to Note 15). During this period, $1,351 of professional fees and trustee fees were paid through December 31, 2015 and $48 is included in Accounts payable and accrued expenses as of December 31, 2015.
During the year ended December 31, 2016, the Company made a reclassification of $4,840 from Vessels, net of accumulated depreciation to Vessels held for sale due to the approval by the Board of Directors to sell the Genco Success, Genco Wisdom and Genco Prosperity prior to December 31, 2016. Refer to Note 4 — Vessel Acquisitions and Dispositions.
During the year ended December 31, 2015, the Company made a reclassification of $25,593 from Deposits on vessels to Vessels, net of accumulated depreciation, due to the completion of the purchase of the Baltic Wasp, Baltic Scorpion and Baltic Mantis. No such reclassifications were made by the Company during the year ended December 31, 2017 or 2016.
During the years ended December 31, 2017, 2016 and 2015, cash paid for interest, net of amounts capitalized, was $25,098, $25,619 and $16,548, respectively.
During the years ended December 31, 2017, 2016 and 2015, cash paid for estimated income taxes was $0, $703 and $2,085, respectively.
On May 17, 2017, the Company issued 25,197 restricted stock units to certain members of the Board of Directors. The aggregate fair value of these restricted stock units was $255.
On March 23, 2017, the Company issued 292,398 restricted stock units and options to purchase 133,000 shares with an exercise price of $11.13 per share to John C. Wobensmith, Chief Executive Officer and President. The fair value of these restricted stock units and stock options were $3,254 and $853, respectively.
On May 18, 2016, the Company issued 66,666 restricted stock units to certain members of the Board of Directors. These restricted stock units vested on May 17, 2017. The aggregate fair value of these restricted stock units was $340.
On February 17, 2016, the Company granted 40,816 and 20,408 shares of nonvested stock under the 2015 Equity Incentive Plan to Peter C. Georgiopoulos, former Chairman of the Board of Directors, and John C. Wobensmith, respectively. The grant date fair value of such nonvested stock was $318.
On July 13, 2015 and July 29, 2015, the Company issued 1,619 and 5,821 restricted stock units to certain members of the Board of Directors. The aggregate fair value of these restricted stock units was $113 and $416, respectively, and 1,619, 2,328 and 3,493 restricted stock units vested on July 17, 2015, February 17, 2016 and May 18, 2016, respectively.
Refer to Note 18 — Stock-Based Compensation for further information regarding the aforementioned grants.
|
4 - VESSEL ACQUISITIONS AND DISPOSITIONS
During December 2016, the Board of Directors unanimously approved the sale of the Genco Success, Genco Prosperity and Genco Wisdom and these vessel assets have been classified as held for sale in the Consolidated Balance Sheet as of December 31, 2016. These vessels were sold during the year ended December 31, 2017, as described below.
On December 19, 2016, the Board of Directors unanimously approved selling the Genco Prosperity, a 1997-built Handymax vessel, and on December 21, 2016, the Company reached an agreement to sell the Genco Prosperity to a third party for $3,050 less a 3.5% broker commission payable to a third party. The sale was completed on May 16, 2017.
On December 5, 2016, the Board of Directors unanimously approved selling the Genco Success, a 1997-built Handymax vessel, and on December 15, 2016, the Company reached an agreement to sell the Genco Success to a third party for $2,800 less a 3.0% broker commission payable to a third party. The sale was completed on March 19, 2017.
During January 2017, the Board of Directors unanimously approved selling the Genco Carrier, a 1998-built Handymax vessel, and on January 25, 2017, the Company reached an agreement to sell the Genco Carrier to a third party for $3,560 less a $92 broker commission payable to a third party. The sale was completed on February 16, 2017.
During January 2017, the Board of Directors unanimously approved selling the Genco Reliance, a 1999-built Handysize vessel, and on January 12, 2017, the Company reached an agreement to sell the Genco Reliance to a third party for $3,500 less a 3.5% broker commission payable to a third party. The sale was completed on February 9, 2017.
On December 19, 2016, the Board of Directors unanimously approved selling the Genco Wisdom, a 1997-built Handymax vessel. On December 21, 2016, the Company reached an agreement to sell the Genco Wisdom to a third party for $3,250 less a 3.5% broker commission payable to a third party. The sale was completed on January 9, 2017.
On November 7, 2016, the Board of Directors unanimously approved selling the Genco Acheron, a 1999-built Panamax vessel, and on November 14, 2016, the Company reached an agreement to sell the Genco Acheron to a third party for $3,480 less a 5.5% broker commission payable to a third party. The sale was completed on December 12, 2016.
On October 24, 2016, the Board of Directors unanimously approved selling the Genco Leader, a 1999-built Panamax vessel, and on October 25, 2016, the Company reached an agreement to sell the Genco Leader to a third party for $3,470 less a 3.0% broker commission payable to a third party. The sale was completed on November 4, 2016. On November 4, 2016, the Company utilized the net proceeds from the sale to pay down $3,366 on the $148 Million Credit Facility as the Genco Leader was a collateralized vessel under this facility prior to the refinancing of the $148 Million Credit Facility with the $400 Million Credit Facility, refer to Note 8 — Debt.
On September 30, 2016, the Board of Directors unanimously approved selling the Genco Pioneer, a 1999-built Handysize vessel, and on October 8, 2016, the Company reached an agreement to sell the Genco Pioneer to a third party for $2,650 less a 5.5% broker commission payable to a third party. The sale was completed on October 26, 2016. On October 26, 2016 the Company utilized the net proceeds from the sale to pay down $2,504 on the $148 Million Credit Facility as the Genco Pioneer was a collateralized vessel under this facility prior to the refinancing of the $148 Million Credit Facility with the $400 Million Credit Facility, refer to Note 8 — Debt.
On September 30, 2016, the Board of Directors unanimously approved selling the Genco Sugar, a 1998-built Handysize vessel, and on October 10, 2016, the Company reached an agreement to sell the Genco Sugar to a third party for $2,450 less a 5.5% broker commission payable to a third party. The sale was completed on October 20, 2016. On October 21, 2016, the Company utilized the net proceeds from the sale to pay down $2,315 on the $100 Million Term Loan Facility as the Genco Sugar was a collateralized vessel under this facility prior to the refinancing of the $100 Million Term Loan Facility with the $400 Million Credit Facility, refer to Note 8 — Debt.
On April 5, 2016, the Board of Directors unanimously approved scrapping the Genco Marine. The Company reached an agreement on May 6, 2016 to sell the Genco Marine, a 1996-built Handymax vessel, to be scrapped with Ace Exim Pte Ltd., a demolition yard, for a net amount $2,187 less a 2.0% broker commission payable to a third party. On May 17, 2016, the Company completed the sale of the Genco Marine.
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. The Company used a combination of cash on hand, cash flow from operations as well as debt, including the $148 Million Credit Facility and the 2014 Term Loan Facilities 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 Consolidated Balance Sheets as of December 31, 2014 as the payment was held in an escrow account and not released to the seller until 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.
Capitalized interest expense associated with the newbuilding contracts entered into by Baltic Trading as recorded by the Company for the years ended December 31, 2017, 2016 and 2015 was $0, $0 and $372, respectively.
|
5 - INVESTMENTS
The Company held 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 which operates a fleet of carriers which includes carriers for iron ore, liquefied natural gas and tankers for oil and petroleum products. These investments were designated as AFS and were reported at fair value, with unrealized gains and losses recorded in equity as a component of AOCI. At December 31, 2017 and 2016, the Company did not hold any shares of Jinhui capital stock or shares of KLC stock.
Prior to the sale of its remaining shares of Jinhui capital stock, 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 had deemed the investment in Jinhui to be other-than-temporarily impaired as of June 30, 2016, December 31, 2015 and 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, the Company recorded an impairment charge in the Consolidated Statements of Operations of $2,696 and $37,877 during the years ended December 31, 2016 and 2015, respectively. The Company reviewed its investments in Jinhui and KLC for impairment on a quarterly basis. The Company’s investment in Jinhui was a Level 1 item under the fair value hierarchy, refer to Note 10 — Fair Value of Financial Instruments.
The unrealized gains (losses) on the Jinhui capital stock and KLC stock were a component of AOCI since these investments were designated as AFS securities. If the investment in Jinhui was deemed other-than-temporarily impaired, the cost basis for the investment would be revised to its fair value on that date.
Refer to Note 9 — Accumulated Other Comprehensive Income (Loss) for a breakdown of the components of AOCI during the years ended December 31, 2016 and 2015, including the effects of the sale of Jinhui and KLC shares and other-than-temporary impairment of the investment in Jinhui.
|
6 - NET LOSS PER SHARE
The computation of basic net loss per share is based on the weighted-average number of common shares outstanding during the reporting period. The computation of diluted net loss per share assumes the vesting of nonvested stock awards and the exercise of stock options (refer to Note 18 — 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 226,931 and 89,526 nonvested shares outstanding, including RSUs, and the 133,000 and 0 stock options outstanding at December 31, 2017 and 2016, respectively, (refer to Note 18 — Stock-Based Compensation), all are anti-dilutive. The Company’s diluted net loss per share will also reflect the assumed conversion of equity warrants issued on the Effective Date and MIP Warrants issued by the Company (refer to Note 18 — Stock-Based Compensation) if the impact is dilutive under the treasury stock method. Of the 0 and 713,122 of unvested MIP Warrants outstanding at December 31, 2017 and 2016, respectively, and 3,936,761 Equity Warrants outstanding at December 31, 2017 and 2016, all are anti-dilutive. The Company’s diluted net loss per share will also reflect the assumed conversion of the shares of Series A Preferred Stock (refer to Note 1 — General Information) if the impact is dilutive. Of the 27,061,856 shares of Series A Preferred Stock outstanding at December 31, 2016, all are anti-dilutive.
The components of the denominator for the calculation of basic and diluted net loss per share are as follows:
|
|
Years Ended December 31, |
|
|
||||
|
|
2017 |
|
2016 |
|
2015 |
|
|
|
|
|
|
|
|
|
|
|
Common shares outstanding, basic: |
|
|
|
|
|
|
|
|
Weighted-average common shares outstanding, basic |
|
34,242,631 |
|
7,251,231 |
|
6,583,163 |
|
|
|
|
|
|
|
|
|
|
|
Common shares outstanding, diluted: |
|
|
|
|
|
|
|
|
Weighted-average common shares outstanding, basic |
|
34,242,631 |
|
7,251,231 |
|
6,583,163 |
|
|
|
|
|
|
|
|
|
|
|
Dilutive effect of Series A Preferred Stock |
|
— |
|
— |
|
— |
|
|
|
|
|
|
|
|
|
|
|
Dilutive effect of warrants |
|
— |
|
— |
|
— |
|
|
|
|
|
|
|
|
|
|
|
Dilutive effect of stock options |
|
— |
|
— |
|
— |
|
|
|
|
|
|
|
|
|
|
|
Dilutive effect of restricted stock awards |
|
— |
|
— |
|
— |
|
|
|
|
|
|
|
|
|
|
|
Weighted-average common shares outstanding, diluted |
|
34,242,631 |
|
7,251,231 |
|
6,583,163 |
|
|
|
7 - RELATED PARTY TRANSACTIONS
On October 13, 2016, Peter C. Georgiopoulos resigned as Chairman of the Board and a Director of the Company, refer to Note 1 — General Information. During the year ended December 31, 2017, the Company did not identify any related party transactions. The following represent related party transactions reflected in these consolidated financial statements during the years ended December 31, 2016 and 2015:
The Company incurred travel and other office related expenditures from Gener8 Maritime, Inc. (“Gener8”), where the Company’s former Chairman, Peter C. Georgiopoulos, serves as Chairman of the Board. For the years ended December 31, 2016 and 2015, the Company incurred travel and other office related expenditures totaling $73 and $111, respectively, reimbursable to Gener8 or its service provider. At December 31, 2016, the amount due to Gener8 from the Company was $0.
During the years ended December 31, 2016 and 2015, the Company incurred legal services (primarily in connection with vessel acquisitions) aggregating $0 and $18, respectively, from Constantine Georgiopoulos, the father of Peter C. Georgiopoulos. At December 31, 2017 and 2016, the amount due to Constantine Georgiopoulos was $0 and $10, respectively.
The Company has entered into agreements with Aegean Marine Petroleum Network, Inc. (“Aegean”) to purchase lubricating oils for certain vessels in its fleet. Peter C. Georgiopoulos was formerly the Chairman of the Board of Aegean. During the years ended December 31, 2016 and 2015, Aegean supplied lubricating oils and bunkers to the Company’s vessels aggregating $1,188 and $1,725, respectively. At December 31, 2016, $0 remained outstanding.
During the years ended December 31, 2016 and 2015, the Company invoiced MEP for technical services provided, including termination fees, and expenses paid on MEP’s behalf aggregating $2,325 and $3,233, respectively. Peter C. Georgiopoulos was a director of and had a minority interest in MEP. At December 31, 2016, $0 was due to the Company from MEP. Total service revenue earned by the Company, including termination fees, for technical service provided to MEP for the years ended December 31, 2016 and 2015 was $2,340 and $3,175, respectively.
|
8 - DEBT
Long-term debt consists of the following:
|
|
December 31, |
|
December 31, |
|
||
|
|
2017 |
|
2016 |
|
||
Principal amount |
|
$ |
519,083 |
|
$ |
523,577 |
|
PIK interest |
|
|
5,341 |
|
|
800 |
|
Less: Unamortized debt financing costs |
|
|
(9,032) |
|
|
(11,357) |
|
Less: Current portion |
|
|
(24,497) |
|
|
(4,576) |
|
|
|
|
|
|
|
|
|
Long-term debt, net |
|
$ |
490,895 |
|
$ |
508,444 |
|
|
|
December 31, 2017 |
|
December 31, 2016 |
|
||||||||
|
|
|
|
Unamortized |
|
|
|
Unamortized |
|
||||
|
|
|
|
Debt Financing |
|
|
|
Debt Financing |
|
||||
|
|
Principal |
|
Cost |
|
Principal |
|
Cost |
|
||||
$400 Million Credit Facility |
|
$ |
399,600 |
|
$ |
6,332 |
|
$ |
400,000 |
|
$ |
7,967 |
|
$98 Million Credit Facility |
|
|
93,939 |
|
|
1,370 |
|
|
95,271 |
|
|
1,868 |
|
2014 Term Loan Facilities |
|
|
25,544 |
|
|
1,330 |
|
|
28,306 |
|
|
1,522 |
|
PIK interest |
|
|
5,341 |
|
|
— |
|
|
800 |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total debt |
|
$ |
524,424 |
|
$ |
9,032 |
|
$ |
524,377 |
|
$ |
11,357 |
|
As of December 31, 2017 and 2016, $9,032 and $11,357 of deferred financing costs, respectively, were presented as a direct deduction within the outstanding debt balance in the Company’s Consolidated Balance Sheet. Amortization expense for deferred financing costs for the years ended December 31, 2017, 2016 and 2015 was $2,325, $2,847 and $2,379, respectively. This amortization expense is recorded as a component of Interest expense in the Consolidated Statements of Operations.
Effective November 15, 2016, the unamortized deferred financing costs for the Prior Facilities that were refinanced with the $400 Million Credit Facility were amortized over the life of the $400 Million Credit Facility.
Commitment Letter
On June 8, 2016, the Company entered into a Commitment Letter (the “Commitment Letter”) for a senior secured loan facility (the “$400 Million Credit Facility”) for an aggregate principal amount of up to $400,000 with Nordea Bank Finland plc, New York Branch, Skandinaviska Enskilda Banken AB (publ), DVB Bank SE, ABN AMRO Capital USA LLC, Crédit Agricole Corporate and Investment Bank, Deutsche Bank AG Filiale Deutschlandgeschäft, Crédit Industriel et Commercial, and BNP Paribas. The $400 Million Credit Facility refinanced the Company’s $100 Million Term Loan Facility, $253 Million Term Loan Facility, $148 Million Credit Facility, $22 Million Term Loan Facility, $44 Million Term Loan Facility and 2015 Revolving Credit Facility, each as defined below (collectively, the “Prior Facilities”) and was finalized on November 10, 2016 (refer to $400 Million Credit Facility section below). As a condition to the effectiveness of the Commitment Letter, the Company entered into separate equity commitment letters for a portion of such financing on June 8, 2016 with each of the following: (i) funds or related entities managed by Centerbridge Partners, L.P. or its affiliates (“Centerbridge”) for approximately $31,200, (ii) funds or related entities managed by Strategic Value Partners, LLC (“SVP”) for approximately $17,300, and (iii) funds managed by affiliates of Apollo Global Management, LLC (“Apollo”) for approximately $14,000, each of which are subject to a number of conditions. Additionally, pursuant to the Commitment Letter, the waivers with regard to the collateral maintenance covenants under the $100 Million Term Loan Facility, $253 Million Term Loan Facility, $148 Million Credit Facility, $22 Million Term Loan Facility, $44 Million Term Loan Facility and the 2015 Revolving Credit Facility, as defined below, were initially extended to July 29, 2016 subject to the entry into a definitive purchase agreement for the equity financing referred to above by June 30, 2016.
On June 30, 2016 the Company entered into an amendment and restatement of the Commitment Letter (the “Amended Commitment Letter”). This amendment extended the collateral maintenance waivers under the Prior Facilities through 11:59 p.m. on September 30, 2016, which were further extended to October 7, 2016 pursuant to an additional agreement entered into with the lenders on September 30, 2016. On October 6, 2016, the collateral maintenance waivers were further extended through November 15, 2016 pursuant to the Second Amended Commitment Letter (as defined below). Additionally, the Second Amended Commitment Letter (as defined below), as well as the Amended $98 Million Credit Facility Commitment Letter (refer to the “$98 Million Credit Facility” section below) provided for waivers of the Company’s company-wide minimum cash covenants, so long as cash and cash equivalents of the Company are at least $25,000, and of the Company’s maximum leverage ratio through November 15, 2016. Lastly, the collateral maintenance waivers and maximum leverage ratio waivers under the 2014 Term Loan Facility were extended through November 15, 2016 pursuant to a waiver entered into on October 14, 2016. In addition, from August 31 through November 15, 2016, the amount of cash the Company would need to maintain under its minimum cash covenants applicable only to obligors in each Prior Facility would be reduced by up to $250 per vessel, subject to an overall maximum cash withdrawal of $10,000 to pay expenses and additional conditions. The effectiveness of such new waivers and waiver extensions was conditioned on extension of the equity commitment letters entered into on June 8, 2016 as described above through September 30, 2016, which were so extended by amendments entered into on June 29, 2016. The Amended Commitment Letter also conditioned such waivers on the Company entering into a definitive purchase agreement or file a registration statement for an equity financing by 11:59 p.m. on August 15, 2016. Pursuant to additional agreements entered into with the lenders on August 12, 2016, August 30, 2016, September 14, 2016 and September 30, 2016, the deadline to enter into a definitive purchase agreement or file a registration statement for an equity financing was further extended to October 7, 2016. Stock purchase agreements were entered into on October 6, 2016 pursuant to the Second Amended Commitment Letter as defined below.
On October 6, 2016, the Company entered into a second amendment and restatement of the Commitment Letter (the “Second Amended Commitment Letter”). This amendment further extended the collateral maintenance waivers under the Prior Facilities through November 15, 2016. As a condition to the effectiveness of the Second Amended Commitment Letter, the Company entered into stock purchase agreements (the “Purchase Agreements”) effective as of October 4, 2016 with Centerbridge, SVP and Apollo (the “Investors”) for the purchase of the Company’s Series A Preferred Stock for an aggregate of up to $125,000 in a private placement exempt from the registration requirements of the Securities Act of 1933, as amended. The Series A Preferred Stock sold pursuant to the Purchase Agreements was automatically and mandatorily convertible into the Company’s common stock, par value $0.01 per share, upon approval by the Company’s shareholders of such conversion. The purchase price of the Series A Preferred Stock under each of the Purchase Agreements was $4.85 per share. An additional 1,288,660 shares of Series A Preferred Stock were issued to Centerbridge, SVP and Apollo as a commitment fee on a pro rata basis. The purchase price and the other terms and conditions of the transaction were established in arm’s length negotiations between an independent special committee of the Board of the Directors of the Company (the “Special Committee”). The Special Committee unanimously approved the transaction.
Under the Purchase Agreements, Centerbridge made a firm commitment to purchase 6,597,938 shares of Series A Preferred Stock for an aggregate purchase price of $32,000, SVP made a firm commitment to purchase 7,628,866 shares of Series A Preferred Stock for an aggregate purchase price of $37,000, and Apollo made a firm commitment to purchase 3,587,629 shares of Series A Preferred Stock for an aggregate purchase price of $17,400. In addition, Centerbridge, SVP and Apollo agreed to provide a backstop commitment to purchase up to 3,402,062, 2,371,134 and 2,185,568 additional shares of Series A Preferred Stock, respectively, for $4.85 per share.
Subsequently, on October 27, 2016, the Company entered into a stock purchase agreement (the “Additional Purchase Agreement”) with certain of the Investors; John C. Wobensmith, the Company’s Chief Executive Officer and President; and other investors for the sale of shares of Series A Preferred Stock for an aggregate purchase price of $38,600 at a purchase price of $4.85 per share. The purchase price and the other terms and conditions of these transactions were established in arm’s length negotiations between an independent special committee of the board of directors of the Company (the “Special Committee”) and the investors. The Special Committee unanimously approved the transactions.
On November 15, 2016, pursuant to the Purchase Agreements, the Company completed the private placement of 27,061,856 shares of Series A Preferred Stock which included 25,773,196 shares at a price per share of $4.85 and an additional 1,288,660 shares issued as a commitment fee on a pro rate basis as noted above. These shares were converted to common shares on January 4, 2017. Refer to Note 1 — General Information.
$400 Million Credit Facility
On November 10, 2016, the Company entered into a senior secured term loan facility, the $400 Million Credit Facility, in an aggregate principal amount of up to $400,000 with Nordea Bank Finland plc, New York Branch, Skandinaviska Enskilda Banken AB (publ), DVB Bank SE, ABN AMRO Capital USA LLC, Crédit Agricole Corporate and Investment Bank, Deutsche Bank AG Filiale Deutschlandgeschäft, Crédit Industriel et Commercial and BNP Paribas. On November 15, 2016, the proceeds under the $400 Million Credit Facility were used to refinance the Prior Facilities (as defined above under “Commitment Letter”). The $400 Million Credit Facility is collateralized by 45 of the Company’s vessels and at December 31, 2016 required the Company to sell five remaining unencumbered vessels, which were sold during the year ended December 31, 2017. Refer to Note 4 — Vessel Acquisitions and Dispositions.
On November 14, 2016, the Company borrowed the maximum available amount of $400,000. As of December 31, 2017, there was no availability under the $400 Million Credit Facility. Total debt repayments of $400, $0 and $0 were made during the years ended December 31, 2017, 2016 and 2015, respectively. As of December 31, 2017 and 2016, the total outstanding net debt balance, including PIK interest as defined below, was $398,609 and $392,833, respectively.
The $400 Million Credit Facility has a final maturity date of November 15, 2021 and the principal borrowed under the facility will bear interest at the London Interbank Offered Rate (“LIBOR”) for an interest period of three months plus a margin of 3.75%. The Company has the option to pay 1.50% of such rate in-kind (“PIK interest”) through December 31, 2018, of which will be payable on the maturity date of the facility. The Company opted to make the PIK interest election through September 29, 2017 and as of December 31, 2017, has recorded $5,341 of PIK interest which has been recorded in Long-term debt in the Consolidated Balance Sheet. The Company has currently not elected to make the PIK interest election beginning September 30, 2017. The $400 Million Credit Facility originally had scheduled amortization payments of (i) $100 per quarter through December 31, 2018, (ii) $7,610 per quarter from March 31, 2019 through December 31, 2020, (iii) $18,571 per quarter from March 31, 2021 through September 30, 2021 and (iv) $282,605 upon final maturity on November 15, 2021, which did not include PIK interest. Pursuant to the credit facility agreement, upon the payment of any excess cash flow to the lenders (see below), the scheduled repayments shall be adjusted to reflect the reduction of future amortization amounts. The repayment schedule below reflects that adjustment.
There is no collateral maintenance testing for the $400 Million Credit Facility prior to June 30, 2018. Thereafter, there will be required collateral maintenance testing with a gradually increasing threshold calculated as the value of the collateral under the facility as a percentage of the loan outstanding as follows: 105% from June 30, 2018 to December 30, 2018, 115% from December 31, 2018 to December 30, 2020 and 135% thereafter.
The $400 Million Credit Facility requires the Company to comply with a number of covenants substantially similar to those in the Company’s other credit facilities, including financial covenants related to debt to total book capitalization, minimum working capital, minimum liquidity, and dividends; collateral maintenance requirements (as described above); and other customary covenants. The Company is required to maintain a ratio of total indebtedness to total capitalization of not greater than 0.70 to 1.00 at all times. Minimum working capital as defined in the $400 Million Credit Facility is not to be less than $0 at all times. The $400 Million Credit Facility has minimum liquidity requirements at all times for all vessels in its fleet of (i) $250 per vessel to and including December 31, 2018, (ii) $400 per vessel from January 1, 2019 to and including December 31, 2019 and (iii) $700 per vessel from January 1, 2020 and thereafter. The Company is prohibited from paying dividends without lender consent through December 31, 2020. The Company may establish non-recourse subsidiaries to incur indebtedness or make investments, but it will be restricted from incurring indebtedness or making investments (other than through non-recourse subsidiaries). Excess cash from the collateralized vessels under the $400 Million Credit Facility are subject to a cash sweep. The cash flow sweep will be 100% of excess cash flow through December 31, 2018, 75% through December 31, 2020 and the lessor of 50% of excess cash flow or an amount that would reflect a 15-year average vessel age repayment profile thereafter; provided no prepayment under the cash sweep is required from the first $10,000 in aggregate of the prepayments otherwise required under the cash sweep. As of December 31, 2017, the excess cash flow sweep was $11,334 and this amount will be due to the lender within 45 days of the end of the reporting period. As such, it has been included in the current portion of outstanding debt for this facility.
At December 31, 2017 and 2016, the Company had deposited $11,180 that has been reflected as noncurrent restricted cash which represents restricted pledged liquidity amounts pursuant to the $400 Million Credit Facility.
As of December 31, 2017, the Company believed it was in compliance with all of the financial covenants under the $400 Million Credit Facility.
The following table sets forth the scheduled repayment of the outstanding principal debt of $404,941 at December 31, 2017, which includes $5,341 of PIK interest, under the $400 Million Credit Facility:
Year Ending December 31, |
|
Total |
|
|
|
|
|
|
|
2018 |
|
$ |
11,734 |
|
2019 |
|
|
28,908 |
|
2020 |
|
|
28,908 |
|
2021 |
|
|
335,391 |
|
|
|
|
|
|
Total debt |
|
$ |
404,941 |
|
$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. As of December 31, 2017, there was no availability under the $98 Million Credit Facility. Total debt repayments of $1,332, $3,000 and $0 were made during the years ended December 31, 2017, 2016 and 2015, respectively. At December 31, 2017 and 2016, the total outstanding net debt balance was $92,569 and $93,403, respectively.
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 Company is prohibited from paying dividends under this facility until December 31, 2018. Following December 31, 2018, the amount of dividends the Company may pay is limited based on the amount of the repayment of at least $25 million of the loan under such facility, as well as the ratio of the value of vessels and certain other collateral pledged under such facility. 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.
On June 29, 2016, the Company entered into a commitment letter (the “$98 Million Credit Facility Commitment Letter”) which provided for certain covenant relief through September 30, 2016. For such period, compliance with the company-wide minimum cash covenant was waived so long as cash and cash equivalents of the Company were at least $25,000; compliance with the maximum leverage ratio was waived; and the ratio required to be maintained under the Company’s collateral maintenance covenant was 120% rather than 140%. An amendment to the $98 Million Credit Facility Commitment Letter was entered into on September 30, 2016 (the “Amended $98 Million Credit Facility Commitment Letter”) which extended this covenant relief through November 15, 2016. Refer to the “Commitment Letter” section above for further discussion.
On November 15, 2016, the Company entered into an Amending and Restating Agreement which amended and restated the credit agreements and the guarantee for the $98 Million Credit Facility (the “Restated $98 Million Credit Facility”). The Restated $98 Million Credit Facility provides for the following: reductions in the minimum liquidity requirements consistent with the $400 Million Credit Facility, except the minimum liquidity amount for the collateral vessels under this facility is $750 per vessel, which is reflected as restricted cash; netting of certain amounts against the measurements of the collateral maintenance covenant, which remains in place with a 140% value to loan threshold; a portion of amounts required to be maintained under the minimum liquidity covenant for this facility may, under certain circumstances, be used to prepay the facility to maintain compliance with the collateral maintenance covenant; elimination of the original maximum leverage ratio and minimum net worth covenants; and restrictions on incurring indebtedness, making investments (other than through non-recourse subsidiaries) or paying dividends, similar to those provided for in the $400 Million Credit Facility. The minimum working capital and the total indebtedness to total capitalization are the same as the $400 Million Credit Facility.
As of December 31, 2017 and 2016, the Company had deposited $7,234 and $8,242, respectively, that has been reflected as current restricted cash. As of December 31, 2017 and 2016, the Company had deposited $11,738 and $15,931, respectively, that has been reflected as noncurrent restricted cash. These amounts include certain restricted deposits associated with the Debt Service Account, Capex Account and minimum liquidity amount as defined in the $98 Million Credit Facility.
As of December 31, 2017, the Company believed it was in compliance with all of the financial covenants under the Restated $98 Million Credit Facility.
The following table sets forth the scheduled repayment of the outstanding principal debt of $93,939 at December 31, 2017 under the Restated $98 Million Credit Facility:
Year Ending December 31, |
|
Total |
|
|
|
|
|
|
|
2018 |
|
$ |
10,000 |
|
2019 |
|
|
10,000 |
|
2020 |
|
|
73,939 |
|
|
|
|
|
|
Total debt |
|
$ |
93,939 |
|
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 acquired, namely the Baltic Hornet and Baltic Wasp, respectively. Amounts borrowed and repaid 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 was 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 commenced six months after the actual delivery date for each respective vessel.
Borrowings under the 2014 Term Loan Facilities are secured by liens on the vessels acquired with borrowings under these facilities, namely the Baltic Hornet and Baltic Wasp, and other related assets. The Company guarantees the obligations of the Baltic Hornet and Baltic Wasp under the 2014 Term Loan Facilities.
The 2014 Term Loan Facilities require the Company, Baltic Hornet Limited and Baltic Wasp Limited to comply with covenants comparable to those of the $44 Million Term Loan Facility, with the exception of the collateral maintenance covenant and minimum cash requirement for the encumbered vessels. Refer to “Amendments and Consent Agreements Related to the Merger” below for collateral maintenance requirements. Additionally, for the 2014 Term Loan Facilities, the Baltic Hornet Limited and Baltic Wasp Limited are required to maintain $750 each in their cash accounts. Refer to “$44 Million Term Loan Facility” section below.
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 December 31, 2017, the Company had utilized its maximum borrowing capacity and there was no further availability. Total debt repayments of $2,763, $2,763 and $2,081 were made during the years ended December 31, 2017, 2016 and 2015. At December 31, 2017 and 2016, the total outstanding net debt balance was $24,214 and $26,784, respectively.
A waiver was entered into on June 30, 2016 with the lenders under the 2014 Term Loan Facilities which waived the collateral maintenance covenant through September 30, 2016. On August 9, 2016, the Company entered into waiver agreements which extend the existing collateral maintenance covenant through October 15, 2016 and provided for waivers of the maximum leverage ratio covenant through such time. On October 14, 2016, these waivers were further extended to November 15, 2016.
On November 15, 2016, the Company entered into Supplemental Agreements with lenders under our 2014 Term Loan Facilities which, among other things, amended the Company’s collateral maintenance covenants under the 2014 Term Loan Facilities to provide that such covenants will not be tested through December 30, 2017 and the minimum collateral value to loan ratio will be 100% from December 31, 2017, 105% from June 30, 2018, 115% from December 31, 2018 and 135% from December 31, 2019. These Supplemental Agreements also provided for certain other amendments to the 2014 Term Loan Facilities, which included reductions in the minimum liquidity requirements consistent with the $400 Million Credit Facility and restrictions on incurring indebtedness, making investments (other than through non-recourse subsidiaries) or paying dividends, similar to the $400 Million Credit Facility. Additionally, the minimum working capital required is the same as the $400 Million Credit Facility. Lastly, the maximum leverage requirement is equivalent to the debt to total capitalization requirement in the $400 Million Credit Facility.
As of December 31, 2017, the Company believed it was 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 below 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.
The following table sets forth the scheduled repayment of the outstanding principal debt of $25,544 at December 31, 2017 under the 2014 Term Loan Facilities:
Year Ending December 31, |
|
Total |
|
|
|
|
|
|
|
2018 |
|
$ |
2,763 |
|
2019 |
|
|
2,763 |
|
2020 |
|
|
2,763 |
|
2021 |
|
|
2,763 |
|
2022 |
|
|
2,763 |
|
Thereafter |
|
|
11,729 |
|
|
|
|
|
|
Total debt |
|
$ |
25,544 |
|
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 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 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 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 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.
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 were permitted 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 had a maturity date of April 7, 2020. Borrowings under the 2015 Revolving Credit Facility bore 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 was subject to quarterly reductions of $1,641. Borrowings under the 2015 Revolving Credit Facility were subject to 20 equal consecutive quarterly installment repayments which commenced three months after the date of the loan agreement, or July 7, 2015. A commitment fee of 1.5% per annum was payable on the undrawn amount of the maximum loan amount.
Borrowings under the 2015 Revolving Credit Facility were 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 required 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 and October 14, 2015, the Company drew down $10,000 and $21,218, respectively, on the 2015 Revolving Credit Facility for working capital purposes.
On April 7, 2016, the Company entered into a waiver agreement with the lenders under the 2015 Revolving Credit Facility to postpone the due date of the $1,641 amortization payment due April 7, 2016 to May 31, 2016. As a condition thereof, the amount of the debt service required under the 2015 Revolving Credit Facility was $3,241 through May 30, 2016. Refer to the “Commitment Letter” section above for additional waivers entered into by the Company which extended the waivers of certain financial covenants through November 15, 2016.
During the years ended December 31, 2017, 2016 and 2015, the Company made total debt repayments of $0, $56,218 and $0, respectively under the 2015 Revolving Credit Facility.
On November 15, 2016, the 2015 Revolving Credit Facility was refinanced with the $400 Million Credit Facility; refer to the “Commitment Letter” and “$400 Million Credit Facility” sections above. At December 31, 2017 and December 31, 2016, the total outstanding debt under the 2015 Revolving Credit Facility was $0.
$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 was 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 could be re-borrowed. Borrowings under the term loan facility of the $148 Million Credit Facility could be incurred pursuant to two single term loans in an amount of $16,500 each that were used to finance, in part, the purchase of two newbuilding Ultramax vessels that the Company acquired, namely the Baltic Scorpion and Baltic Mantis. Amounts borrowed under the term loan facility of the $148 Million Credit Facility could not be re-borrowed.
The $148 Million Credit Facility had a maturity date of December 31, 2019. Borrowings under this facility bore interest at LIBOR plus an applicable margin of 3.00% per annum. A commitment fee of 1.2% per annum was 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 was 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 were 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 were secured by liens on nine of the Company’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 required the Company to comply with a number of customary covenants substantially similar to those in the 2010 Credit Facility, including financial covenants related to liquidity, leverage, consolidated net worth and collateral maintenance. Refer to the “2010 Credit Facility” section below for further information.
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.
On August 3, 2015 and October 7, 2015, the Company drew down $16,500 on the term loan facility on each date for the purchase of the Baltic Scorpion and Baltic Mantis, respectively. Refer to Note 4 – Vessel Acquisitions and Dispositions.
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. Additionally, during December 2015, the Company added two of its unencumbered Panamax and Handymax vessels, the Genco Leader and Genco Wisdom, respectively, as additional collateral to cover any potential shortfall of the collateral maintenance test.
Refer to the “Commitment Letter” section above for additional waivers entered into by the Company which extended the waivers of certain financial covenants through November 15, 2016.
During the years ended December 31, 2017, 2016 and 2015, the Company made total debt repayments of $0, $140,383 and $7,616, respectively under the $148 Million Credit Facility.
On November 15, 2016, the $148 Million Credit Facility was refinanced with the $400 Million Credit Facility; refer to the “Commitment Letter” and “$400 Million Credit Facility” sections above. At December 31, 2017 and December 31, 2016, the outstanding debt under the $148 Million Credit Facility was $0.
$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 were not to be reborrowed. The $44 Million Term Loan Facility had a maturity date of the sixth anniversary of the drawdown date for borrowings for the second vessel that was purchased, or December 23, 2019. Borrowings under the $44 Million Term Loan Facility bore interest at the three-month LIBOR rate plus an applicable margin of 3.35% per annum. A commitment fee of 0.75% per annum was 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 on which the entire $44,000 was borrowed. Borrowings were 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 was due on the maturity date.
Borrowings under the $44 Million Term Loan Facility were secured by liens on the Company’s vessels that were financed or refinanced with borrowings under the facility, namely the Genco 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, the Company may have the lien on the Genco Tiger released. Under a Guarantee and Indemnity entered into concurrently with the $44 Million Term Loan Facility, the Company agreed to guarantee the obligations of its subsidiaries under the $44 Million Term Loan Facility.
The $44 Million Term Loan Facility also required the Company, Baltic Tiger Limited and Baltic Lion Limited to comply with a number of covenants, including financial covenants related to liquidity, leverage, consolidated net worth, and collateral maintenance; delivery of quarterly and annual financial statements and annual projections; maintaining adequate insurances; compliance with laws (including environmental); maintenance of flag and class of the initial vessels; restrictions on consolidations, mergers or sales of assets; limitations on changes in the manager of the vessels; limitations on liens and additional indebtedness; prohibitions on paying dividends if an event of default has occurred or would occur as a result of payment of a dividend; restrictions on transactions with affiliates; and other customary covenants. The liquidity covenants under the facility required Baltic Tiger Limited and Baltic Lion Limited to maintain $1,000 each in their cash accounts and the Company to maintain $750 for each vessel in its fleet in cash or cash equivalents plus undrawn working capital lines of credit. The facility’s leverage covenant required that the ratio of the Company’s total financial indebtedness to the value of its total assets as adjusted based on vessel appraisals not exceed 70%. The facility, as amended, also required that the Company maintained a minimum consolidated net worth of $786,360 plus fifty percent of the value of any primary equity offerings after April 30, 2013. The facility’s collateral maintenance covenant required that the minimum fair market value of vessels mortgaged under the facility be 125% of the amount outstanding under the facility.
On December 23, 2013, Baltic Tiger Limited and Baltic Lion Limited made drawdowns of $21,400 and $22,600 for the Genco Tiger and Baltic Lion, respectively.
On June 8, 2016, the Company entered into an amendment to the $44 Million Term Loan Facility which provided for cross-collateralization with the $22 Million Term Loan Facility. Pursuant to this amendment, the security coverage ratio (collateral maintenance calculation) was revised to include the fair market value of the Genco Tiger, Baltic Lion, Baltic Fox and Baltic Hare less the outstanding indebtedness under the $22 Million Term Loan Facility as the total security effective June 30, 2016. Refer also to the “Commitment Letter” section above for additional waivers entered into by the Company which have extended the waivers of certain financial covenants through November 15, 2016.
During the years ended December 31, 2017, 2016 and 2015, the Company made total debt repayments of $0, $38,500 and $2,750, respectively under the $44 Million Term Loan Facility.
On November 15, 2016, the $44 Million Term Loan Facility was refinanced with the $400 Million Credit Facility; refer to the “Commitment Letter” and “$400 Million Credit Facility” sections above. At December 31, 2017 and 2016, the total outstanding debt under the $44 Million Term Loan Facility was $0.
$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 were not be reborrowed. This facility had a maturity date of the sixth anniversary of the drawdown date for borrowings for the second vessel that was purchased, or September 4, 2019. Borrowings under the $22 Million Term Loan Facility bore interest at the three-month LIBOR rate plus an applicable margin of 3.35% per annum. A commitment fee of 1.00% per annum was 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 were 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 were secured by liens on the Company’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, the Company agreed to guarantee the obligations of its subsidiaries under the $22 Million Term Loan Facility.
The $22 Million Term Loan Facility also required the Company, Baltic Hare Limited and Baltic Fox Limited to comply with a number of covenants, including financial covenants related to liquidity, leverage, consolidated net worth, and collateral maintenance; delivery of quarterly and annual financial statements and annual projections; maintaining adequate insurances; compliance with laws (including environmental); maintenance of flag and class of the initial vessels; restrictions on consolidations, mergers or sales of assets; limitations on changes in the manager of the vessels; limitations on liens and additional indebtedness; prohibitions on paying dividends if an event of default has occurred or would occur as a result of payment of a dividend; restrictions on transactions with affiliates; and other customary covenants. The liquidity covenants under the facility required Baltic Hare Limited and Baltic Fox Limited to maintain $500 each in their cash accounts and the Company to maintain $750 for each vessel in its fleet in cash or cash equivalents plus undrawn working capital lines of credit. The facility’s leverage covenant required that the ratio of the Company’s total financial indebtedness to the value of its total assets as adjusted based on vessel appraisals not exceed 70%. The facility, as amended, also required that the Company maintain a minimum consolidated net worth of $786,360 plus fifty percent of the value of equity offerings completed on or after May 28, 2013. The facility’s collateral maintenance covenant required that the minimum fair market value of vessels mortgaged under the facility be 130% of the amount outstanding under the facility through August 30, 2016 and 135% of such amount thereafter. As noted in the “Amendment and Consent Agreements Related to the Merger” section above, the collateral maintenance covenant was revised to 110% through and including the period ended June 30, 2016.
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.
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.
On June 8, 2016, the Company entered into an amendment to the $22 Million Term Loan Facility which provided for cross-collateralization with the $44 Million Term Loan Facility. Pursuant to this amendment, the security coverage ratio (collateral maintenance calculation) was revised to include the fair market value of the Baltic Fox, Baltic Hare, Genco Tiger and Baltic Lion less the outstanding indebtedness under the $44 Million Term Loan Facility as the total security effective June 30, 2016. Additionally, this amendment increased the collateral maintenance requirement to 125% from 110% commencing July 1, 2016. Refer also to the “Commitment Letter” section above for additional waivers entered into by the Company which have extended the waivers of certain financial covenants through November 15, 2016.
During the years ended December 31, 2017, 2016 and 2015, the Company made total debt repayments of $0, $18,625 and $1,500, respectively under the $22 Million Term Loan Facility.
On November 15, 2016, the $22 Million Term Loan Facility was refinanced with the $400 Million Credit Facility; refer to the “Commitment Letter” and “$400 Million Credit Facility” sections above. At December 31, 2017 and 2016, the total outstanding debt under the $22 Million Term Loan Facility was $0.
$253 Million Term Loan Facility
On August 20, 2010, the Company entered into the $253 Million Term Loan Facility. BNP Paribas; Crédit Agricole Corporate and Investment Bank; DVB Bank SE; Deutsche Bank AG Filiale Deutschlandgeschäft, which was also acting as Security Agent and Bookrunner; and Skandinaviska Enskilda Banken AB (publ) were Lenders and Mandated Lead Arrangers under the facility. Deutsche Bank Luxembourg S.A. was acting as Agent under the facility, and Deutsche Bank AG and all of the Lenders other than Deutsche Bank AG Filiale Deutschlandgeschäft were acting as Swap Providers under the facility. The Company has used the $253 Million Term Loan Facility to fund a portion of the purchase price of the acquisition of 13 vessels from affiliates of Bourbon SA (“Bourbon”). Under the terms of the facility, the $253 Million Term Loan Facility was drawn down in 13 tranches in amounts based on the particular vessel being acquired, with one tranche per vessel. The $253 Million Term Loan Facility had a maturity date of August 15, 2015 and borrowings under the $253 Million Term Loan Facility bore interest, as elected by the Company, at LIBOR for an interest period of three or six months, plus 3.00% per annum. A commitment fee of 1.25% was payable on the undrawn committed amount of the $253 Million Term Loan Facility, which began accruing on August 20, 2010. Borrowings were to be repaid quarterly with outstanding principal amortized on a per vessel basis and any outstanding amount under the $253 Million Term Loan Facility was to be paid in full on the maturity date. Repaid amounts were no longer available and could not be reborrowed. Borrowings under the $253 Million Term Loan Facility were secured by liens on the Bourbon vessels and other related assets. Certain of the Company’s wholly-owned ship-owning subsidiaries, each of which owned one of the Bourbon vessels, acted as guarantors under the credit facility.
Total drawdowns of $253,000 were made under the $253 Million Term Loan Facility to fund or refund to the Company a portion of the purchase price of the 12 Bourbon vessels delivered during the third quarter of 2010 and the Bourbon vessel delivered during the first quarter of 2011.
The $253 Million Term Loan Facility required the Company to comply with a number of covenants, including financial covenants related to leverage, consolidated net worth, liquidity and interest coverage; dividends; collateral maintenance requirements; and other covenants. The $253 Million Term Loan Facility included usual and customary events of default and remedies for facilities of this nature.
Refer to the “$100 Million Term Loan Facility” section below 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 were 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 required quarterly repayment installments in accordance with the original terms of the $253 Million Term Loan Facility.
In order to maintain compliance with the collateral maintenance test, 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. Additionally, 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 agreed would reduce the scheduled amortization payment of $5,075 that was due in October 2015.
A waiver was entered into on March 11, 2016 which required the Company to prepay the $5,075 debt amortization payment due on April 11, 2016 and which waived the collateral maintenance covenant through April 11, 2016. On April 11, 2016, the Company entered into additional agreements with the lenders under the $253 Million Term Loan Facility which extended the waiver through May 31, 2016. Pursuant to additional agreements with the lenders under the $253 Million Term Loan Facility entered into on May 31, 2016, June 3, 2016 and June 8, 2016, the waiver was further extended through June 10, 2016. Refer to the “Commitment Letter” section above for additional waivers entered into by the Company which have extended the waivers of certain financial covenants through November 15, 2016.
During the years ended December 31, 2017, 2016 and 2015, the Company made total debt repayments of $0, $145,268 and $20,300, respectively under the $253 Million Term Loan Facility.
On November 15, 2016, the $253 Million Term Loan Facility was refinanced with the $400 Million Credit Facility; refer to the “Commitment Letter” and “$400 Million Credit Facility” sections above. At December 31, 2017 and 2016, the total outstanding debt under the $253 Million Term Loan Facility was $0.
$100 Million Term Loan Facility
On August 12, 2010, the Company entered into the $100 Million Term Loan Facility with Crédit Agricole Corporate and Investment Bank, which is also acting as Agent and Security Trustee; and Crédit Industriel et Commercial; and Skandinaviska Enskilda Banken AB (publ) are the lenders under the facility. The Company has used the $100 Million Term Loan Facility to fund or refund to the Company a portion of the purchase price of the acquisition of five vessels from Metrostar. Under the terms of the facility, the $100 Million Term Loan Facility was drawn down in five equal tranches of $20,000 each, with one tranche per vessel. The $100 Million Term Loan Facility had a final maturity date of seven years from the date of the first drawdown, or August 17, 2017, and borrowings under the facility bore interest at LIBOR for an interest period of one, three or six months (as elected by the Company), plus 3.00% per annum. A commitment fee of 1.35% was payable on the undrawn committed amount of the $100 Million Term Loan Facility, which began accruing on August 12, 2010. Borrowings were to be repaid quarterly, with the outstanding principal amortized on a 13-year profile, with any outstanding amount under the $100 Million Term Loan Facility to be paid in full on the final maturity date. Repaid amounts were no longer available and could not be reborrowed. Borrowings under the $100 Million Term Loan Facility were secured by liens on the five Metrostar vessels purchased by the Company and other related assets. Certain of the Company’s wholly-owned ship-owning subsidiaries, each of which owned one of the five Metrostar vessels, acted as guarantors under the $100 Million Term Loan Facility.
The $100 Million Term Loan Facility required the Company to comply with a number of covenants, including financial covenants related to leverage, consolidated net worth, interest coverage and dividends; minimum working capital requirements; collateral maintenance requirements; and other covenants. The $100 Million Term Loan Facility included usual and customary events of default and remedies for facilities of this nature.
On the Effective Date, Genco 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 paydown 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 Genco (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 were 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 required 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 was 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 above 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.
In October 2015 and April 2015 the Company added two unencumbered vessels, the Genco Prosperity and Genco Sugar, respectively, as additional collateral to cover the previous shortfalls in meeting the collateral maintenance test.
A waiver was entered into on March 29, 2016 which required the Company to prepay the $1,923 debt amortization payment due on June 30, 2016 and which waived the collateral maintenance covenant through April 11, 2016. On April 11, 2016, the Company entered into additional agreements with the lenders under the $100 Million Term Loan Facility which extended the waiver through May 31, 2016. Pursuant to additional agreements with the lenders under the $100 Million Term Loan Facility entered into on May 31, 2016, June 3, 2016 and June 8, 2016, the waiver was further extended through June 10, 2016. Refer to the “Commitment Letter” section above for additional waivers entered into by the Company which have extended the waivers of certain financial covenants through November 15, 2016.
During the years ended December 31, 2017, 2016 and 2015, the Company made total debt repayments of $0, $60,099 and $7,692, respectively under the $100 Million Term Loan Facility.
On November 15, 2016, the $100 Million Term Loan Facility was refinanced with the $400 Million Credit Facility; refer to the “Commitment Letter” and “$400 Million Credit Facility” sections above. At December 31, 2017 and 2016, the total outstanding debt under the $100 Million Term Loan Facility was $0.
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”). The August 2013 Amendment implemented 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. On the maturity date, November 30, 2016, the total commitment will reduce to zero and all borrowings must be paid in full. |
· |
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 above. 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.
Interest rates
The following tables set forth the effective interest rate associated with the interest expense for the Company’s debt facilities noted above including the costs associated with unused commitment fees, if applicable. The following tables also include the range of interest rates on the debt, excluding the impact of unused commitment fees, if applicable:
|
|
For the Year Ended December 31, |
|
||||
|
|
2017 |
|
2016 |
|
2015 |
|
Effective Interest Rate |
|
5.29 |
% |
4.50 |
% |
3.65 |
% |
Range of Interest Rates (excluding unused commitment fees) |
|
3.36 % to 7.82 |
% |
2.69 % to 7.12 |
% |
2.69 % to 6.73 |
% |
Letter of credit
In conjunction with the Company entering into a long-term office space lease (See Note 16 — Commitments and Contingencies), the Company was required to provide a letter of credit to the landlord in lieu of a security deposit. As of September 21, 2005, the Company obtained an annually renewable unsecured letter of credit with DnB NOR Bank at a fee of 1% per annum. During September 2015, the Company replaced the unsecured letter of credit with DnB NOR Bank with an unsecured letter of credit with Nordea Bank Finland Plc, New York and Cayman Island Branches (“Nordea”) in the same amount at a fee of 1.375% per annum. The letter of credit outstanding was $300 as of December 31, 2017 and 2016 at a fee of 1.375% per annum. The letter of credit is cancelable on each renewal date provided the landlord is given 30 days minimum notice. As of December 31, 2017 and 2016, the letter of credit outstanding has been securitized by $315 that was paid by the Company to Nordea during the year ended December 31, 2015. These amounts have been recorded as restricted cash included in total noncurrent assets in the Consolidated Balance Sheet as of December 31, 2017 and 2016.
|
9 - ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
The components of AOCI included in the accompanying Consolidated Statements of Equity consist of net unrealized gains (losses) from investments in Jinhui stock and KLC stock. The Company sold its remaining shares of Jinhui and KLC stock during the three months ended December 31, 2016. Therefore, there was no AOCI activity recorded during the year ended December 31, 2017, and the opening AOCI balance at January 1, 2017 was $0. Refer to Note 5 — Investments for further detail.
Changes in AOCI by Component
For the Period from January 1, 2015 to December 31, 2016
|
|
Net Unrealized |
|
|
|
|
Gain (Loss) |
|
|
|
|
on |
|
|
|
|
Investments |
|
|
AOCI — January 1, 2015 |
|
$ |
(25,317) |
|
|
|
|
|
|
OCI before reclassifications |
|
|
(13,268) |
|
Amounts reclassified from AOCI |
|
|
38,564 |
|
Net current-period OCI |
|
|
25,296 |
|
|
|
|
|
|
AOCI — December 31, 2015 |
|
$ |
(21) |
|
|
|
|
|
|
OCI before reclassifications |
|
|
(2,385) |
|
Amounts reclassified from AOCI |
|
|
2,406 |
|
Net current-period OCI |
|
|
21 |
|
|
|
|
|
|
AOCI — December 31, 2016 |
|
$ |
— |
|
Reclassifications Out of AOCI
|
|
Amount Reclassified from AOCI |
|
Affected Line Item in |
|
|||||||
|
|
For the Year Ended |
|
the Statement Where |
|
|||||||
Details about AOCI Components |
|
2017 |
|
2016 |
|
2015 |
|
Net Loss is Presented |
|
|||
Net unrealized loss on investments |
|
|
|
|
|
|
|
|
|
|
|
|
Realized gain (loss) on sale of AFS investment |
|
$ |
— |
|
$ |
290 |
|
$ |
(687) |
|
Other (expense) income |
|
Impairment of AFS investment |
|
|
— |
|
|
(2,696) |
|
|
(37,877) |
|
Impairment of investment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total reclassifications for the period |
|
$ |
— |
|
$ |
(2,406) |
|
$ |
(38,564) |
|
|
|
-
|
10 - FAIR VALUE OF FINANCIAL INSTRUMENTS
The fair values and carrying values of the Company’s financial instruments at December 31, 2017 and 2016 which are required to be disclosed at fair value, but not recorded at fair value, are noted below.
|
|
December 31, 2017 |
|
December 31, 2016 |
|
||||||||
|
|
Carrying |
|
|
|
|
Carrying |
|
|
|
|
||
|
|
Value |
|
Fair Value |
|
Value |
|
Fair Value |
|
||||
Cash and cash equivalents |
|
$ |
174,479 |
|
$ |
174,479 |
|
$ |
133,400 |
|
$ |
133,400 |
|
Restricted cash |
|
|
30,467 |
|
|
30,467 |
|
|
35,668 |
|
|
35,668 |
|
Floating rate debt |
|
|
524,424 |
|
|
524,424 |
|
|
524,377 |
|
|
524,377 |
|
The carrying value of the borrowings under the $400 Million Credit Facility, $98 Million Credit Facility and the 2014 Term Loan Facilities approximate their fair value due to the variable interest nature thereof as each of these credit facilities represent floating rate loans. Refer to Note 8 — Debt for further information regarding the Company’s credit facilities. The carrying amounts of the Company’s other financial instruments at December 31, 2017 and 2016 (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 consolidated 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 assumptions (inputs) used to price the assets or liabilities. Level 1 provides the most reliable measure of fair value, whereas Level 3 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. |
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 transactions amongst third parties. Nonrecurring fair value measurements include vessel impairment assessments completed during the interim period and year-end period as determined based on third-party scrap quotes, which are Level 2 inputs. As of June 30, 2017, the vessel asset for the Genco Surprise was written down as part of the impairment recorded during the year ended December 31, 2017. Additionally, during the third quarter of 2017, the vessel assets for five of the Company’s 1999-built vessels were written down as part of the impairment recorded during the year ended December 31, 2017. The vessels held for sale as of December 31, 2016 were written down as part of the impairment recorded in the interim period during the year ended December 31, 2016. There were no additional adjustments required as of December 31, 2016 when the held for sale criteria was met. Refer to “Impairment of long-lived assets” and “Vessels held for sale” sections in Note 2 — Summary of Significant Accounting Policies. The Company did not have any Level 3 financial assets or liabilities during the years ended December 31, 2017 and 2016.
|
11 - PREPAID EXPENSES AND OTHER CURRENT AND NONCURRENT ASSETS
Prepaid expenses and other current assets consist of the following:
|
|
December 31, |
|
December 31, |
|
||
|
|
2017 |
|
2016 |
|
||
Fuel oil and diesel oil inventory |
|
$ |
8,464 |
|
$ |
1,564 |
|
Lubricant inventory and other stores |
|
|
7,511 |
|
|
8,070 |
|
Prepaid items |
|
|
1,452 |
|
|
2,552 |
|
Insurance receivable |
|
|
3,498 |
|
|
1,030 |
|
Other |
|
|
1,746 |
|
|
2,534 |
|
Total prepaid expenses and other current assets |
|
$ |
22,671 |
|
$ |
15,750 |
|
Other noncurrent assets in the amount of $514 at December 31, 2017 and 2016 represents the security deposit related to the operating lease entered into effective April 4, 2011. Refer to Note 16 — Commitments and Contingencies for further information related to the lease agreement.
|
12 - FIXED ASSETS
Fixed assets consist of the following:
|
|
December 31, |
|
December 31, |
|
||
|
|
2017 |
|
2016 |
|
||
Fixed assets, at cost: |
|
|
|
|
|
|
|
Vessel equipment |
|
$ |
1,375 |
|
$ |
1,173 |
|
Furniture and fixtures |
|
|
462 |
|
|
462 |
|
Computer equipment |
|
|
180 |
|
|
142 |
|
Total costs |
|
|
2,017 |
|
|
1,777 |
|
Less: accumulated depreciation and amortization |
|
|
(1,003) |
|
|
(759) |
|
Total fixed assets, net |
|
$ |
1,014 |
|
$ |
1,018 |
|
|
13 - ACCOUNTS PAYABLE AND ACCRUED EXPENSES
Accounts payable and accrued expenses consist of the following:
|
|
December 31, |
|
December 31, |
|
||
|
|
2017 |
|
2016 |
|
||
Accounts payable |
|
$ |
9,863 |
|
$ |
6,703 |
|
Accrued general and administrative expenses |
|
|
2,978 |
|
|
5,618 |
|
Accrued vessel operating expenses |
|
|
10,389 |
|
|
10,564 |
|
Total accounts payable and accrued expenses |
|
$ |
23,230 |
|
$ |
22,885 |
|
|
14 – VOYAGE REVENUE
Total voyage revenue includes revenue earned on fixed rate time charters, vessel pools, spot market voyage charters and spot market-related time charters, as well as the sale of bunkers consumed during short-term time charters. For the years ended December 31, 2017, 2016 and 2015, the Company earned $209,698, $133,246 and $150,784 of voyage revenue, respectively. Included in voyage revenue for the years ended December 31, 2017 and 2016 was $2,325 and $3,415 of net profit sharing revenue, respectively. There was no profit sharing revenue earned during the year ended December 31, 2015.
|
15 - REORGANIZATION ITEMS, NET
On April 21, 2014 (the “Petition Date”), GS&T and its subsidiaries, other than 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 Company subsequently emerged from bankruptcy on July 9, 2014, the Effective Date.
Reorganization items, net represents 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:
|
|
Year Ended December 31, |
|
|
|||||||
|
|
2017 |
|
2016 |
|
2015 |
|
|
|||
Professional fees incurred |
|
$ |
— |
|
$ |
201 |
|
$ |
708 |
|
|
Trustee fees incurred |
|
|
— |
|
|
71 |
|
|
377 |
|
|
Total reorganization fees |
|
$ |
— |
|
$ |
272 |
|
$ |
1,085 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total reorganization items, net |
|
$ |
— |
|
$ |
272 |
|
$ |
1,085 |
|
|
|
16 - 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. Pursuant to the plan that was approved by the Bankruptcy Court, the Debtors rejected the lease agreement on the Effective Date and the Company believed that it would owe the lessor the remaining liability. On August 10, 2016, the Company settled this outstanding lease liability. The settlement of this claim resulted in a gain that was recorded in rent expense in the amount of ($116) during the year ended December 31, 2016.
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 were $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 commences immediately upon the expiration of such sub-sublease agreements, 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 remaining term of the lease from the Effective Date to September 30, 2025 is $150. The Company had a long-term lease obligation at December 31, 2017 and 2016 of $2,588 and $1,868, respectively. Rent expense pertaining to this lease for the years ended December 31, 2017, 2016 and 2015 was $1,808 during each year.
Future minimum rental payments on the above lease for the next five years and thereafter are as follows: $916 for 2018, $2,230 annually for 2019, 2020, 2021 and 2022, and a total of $6,671 for the remaining term of the lease.
On July 3, 2015, Samsun filed for rehabilitation proceedings for the second time with the South Korean courts due to financial distress. On April 8, 2016, the revised rehabilitation plan was approved by the South Korean court whereby 26% of the of the $3,979 unpaid cash claim settlement from the prior rehabilitation plan, or $1,035, was to be settled pursuant to a payment plan over the next ten-year period. The remaining 74% of the claim was to be converted to Samsun shares. On May 2, 2016, the Company received $157 from Samsun pursuant to this revised plan. Additionally, on October 27, 2016, the Company received $777 from Samsun as full and final settlement of this outstanding claim that was approved on April 8, 2016. This represents the net present value of the remainder of the $1,035 cash settlement noted above. During the year ended December 31, 2016, this resulted in Other Operating income of $934.
|
17 - SAVINGS PLAN
In August 2005, the Company established a 401(k) plan that is available to full-time employees who meet the plan’s eligibility requirements. This 401(k) plan is a defined contribution plan, which permits employees to make contributions up to maximum percentage and dollar limits allowable by IRS Code Sections 401(k), 402(g), 404 and 415 with the Company matching $1.17 for each dollar contributed up to the first six percent of each employee’s salary. The matching contribution vests immediately. For the years ended December 31, 2017, 2016 and 2015, the Company’s matching contributions to this plan were $385, $336 and $305, respectively.
|
18 - STOCK-BASED COMPENSATION
On July 7, 2016, the Company completed a one-for-ten reverse stock split of its common stock. As a result, all share and per share information included for all periods presented in these consolidated financial statements for the Company (except Baltic Trading share information), reflect the reverse stock split.
On October 13, 2016, Peter C. Georgiopoulos resigned as Chairman of the Board and a director of the Company. In connection with his departure, Mr. Georgiopoulos entered into a Separation Agreement and a Release Agreement with the Company on October 13, 2016. Under the terms of these agreements, subject to customary conditions, Mr. Georgiopoulos received an amount equal to the annual Chairman’s fee awarded to him in recent years of $500 as a severance payment and full vesting of his unvested equity awards, which consisted of grants of 68,581 restricted shares of the Company’s common stock and warrants exercisable for approximately 213,937 shares of the Company’s common stock with an exercise price per share ranging $259.10 to $341.90. The acceleration of the vesting of Mr. Georgioupoulos’ restricted shares and warrants resulted in $5,317 of nonvested stock amortization expense during the year ended December 31, 2016.
2014 Management Incentive Plan
On the Effective Date, pursuant to the Chapter 11 Plan, the Company adopted the Genco Shipping & Trading Limited 2014 Management Incentive Plan (the “MIP”). An aggregate of 966,806 shares of Common Stock were available for award under the MIP. Awards under the MIP took the form of restricted stock grants and 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 for 238,066, 246,701, and 370,979 and have exercise prices of $259.10 (the “$259.10 Warrants”), $287.30 (the “$287.30 Warrants”) and $341.90 (the “$341.90 Warrants”) per whole share, respectively. The fair value of each warrant upon emergence from bankruptcy was $7.22 for the $259.10 Warrants, $6.63 for the $287.30 Warrants and $5.63 for the $341.90 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 vested 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 years ended December 31, 2017, 2016 and 2015, the Company recognized amortization expense of the fair value of these warrants, which is included in General and administrative expenses, as follows:
|
|
For the Years Ended December 31, |
|
|||||||
|
|
2017 |
|
2016 |
|
2015 |
|
|||
General and administrative expenses |
|
$ |
902 |
|
$ |
14,203 |
|
$ |
25,941 |
|
As of December 31, 2017, there was no unamortized stock-based compensation for the warrants. The following table summarizes the unvested warrant activity for the years ended December 31, 2017, 2016 and 2015:
|
|
Year Ended December 31, |
|
||||||||||||||||||||||
|
|
2017 |
|
2016 |
|
2015 |
|
||||||||||||||||||
|
|
|
|
Weighted |
|
Weighted |
|
|
|
Weighted |
|
Weighted |
|
|
|
Weighted |
|
Weighted |
|
||||||
|
|
|
|
Average |
|
Average |
|
|
|
Average |
|
Average |
|
|
|
Average |
|
Average |
|
||||||
|
|
Number of |
|
Exercise |
|
Fair |
|
Number of |
|
Exercise |
|
Fair |
|
Number of |
|
Exercise |
|
Fair |
|
||||||
|
|
Warrants |
|
Price |
|
Value |
|
Warrants |
|
Price |
|
Value |
|
Warrants |
|
Price |
|
Value |
|
||||||
Outstanding at January 1 - Unvested |
|
713,122 |
|
$ |
303.12 |
|
$ |
6.36 |
|
5,704,974 |
|
$ |
303.12 |
|
$ |
6.36 |
|
8,557,461 |
|
$ |
303.12 |
|
$ |
6.36 |
|
Granted |
|
— |
|
|
— |
|
|
— |
|
— |
|
|
— |
|
|
— |
|
— |
|
|
— |
|
|
— |
|
Exercisable |
|
(713,122) |
|
|
303.12 |
|
|
6.36 |
|
(4,991,852) |
|
|
303.12 |
|
|
6.36 |
|
(2,852,487) |
|
|
303.12 |
|
|
6.36 |
|
Exercised |
|
— |
|
|
— |
|
|
— |
|
— |
|
|
— |
|
|
— |
|
— |
|
|
— |
|
|
— |
|
Forfeited |
|
— |
|
|
— |
|
|
— |
|
— |
|
|
— |
|
|
— |
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at December 31 - Unvested |
|
— |
|
$ |
— |
|
$ |
— |
|
713,122 |
|
$ |
303.12 |
|
$ |
6.36 |
|
5,704,974 |
|
$ |
303.12 |
|
$ |
6.36 |
|
The following table summarizes certain information about the warrants outstanding as of December 31, 2017:
|
|
|
Warrants Outstanding and Unvested, |
|
Warrants Outstanding and Exercisable, |
|
||||||||||
|
|
|
December 31, 2017 |
|
December 31, 2017 |
|
||||||||||
Weighted |
|
|
|
|
|
Weighted |
|
|
|
|
|
Weighted |
|
|||
Average |
|
|
|
Weighted |
|
Average |
|
|
|
Weighted |
|
Average |
|
|||
Exercise Price of |
|
|
|
Average |
|
Remaining |
|
|
|
Average |
|
Remaining |
|
|||
Outstanding |
|
Number of |
|
Exercise |
|
Contractual |
|
Number of |
|
Exercise |
|
Contractual |
|
|||
Warrants |
|
Warrants |
|
Price |
|
Life |
|
Warrants |
|
Price |
|
Life |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
303.12 |
|
— |
|
$ |
— |
|
— |
|
8,557,461 |
|
$ |
303.12 |
|
2.60 |
|
As of December 31, 2017 and 2016, a total of 8,557,461 of warrants were outstanding.
The nonvested stock awards granted under the MIP vested ratably on each of the three anniversaries of August 7, 2014. The nonvested stock awards issued under the MIP have a grant date price which represents the stock price on that date. The table below summarizes the Company’s nonvested stock awards for the years ended December 31, 2017, 2016 and 2015 that were issued under the MIP:
|
|
Year Ended December 31, |
|
|||||||||||||
|
|
2017 |
|
2016 |
|
2015 |
|
|||||||||
|
|
|
|
Weighted |
|
|
|
Weighted |
|
|
|
Weighted |
|
|||
|
|
Number of |
|
Average Grant |
|
Number of |
|
Average Grant |
|
Number of |
|
Average Grant |
|
|||
|
|
Shares |
|
Date Price |
|
Shares |
|
Date Price |
|
Shares |
|
Date Price |
|
|||
Outstanding at January 1 |
|
9,255 |
|
$ |
200.00 |
|
74,040 |
|
$ |
200.00 |
|
111,060 |
|
$ |
200.00 |
|
Granted |
|
— |
|
|
— |
|
— |
|
|
— |
|
— |
|
|
— |
|
Vested |
|
(9,255) |
|
|
200.00 |
|
(64,785) |
|
|
200.00 |
|
(37,020) |
|
|
200.00 |
|
Forfeited |
|
— |
|
|
— |
|
— |
|
|
— |
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at December 31 |
|
— |
|
$ |
— |
|
9,255 |
|
$ |
200.00 |
|
74,040 |
|
$ |
200.00 |
|
The total fair value of MIP restricted shares that vested during the years ended December 31, 2017, 2016 and 2015 was $106, $336 and $2,662, respectively. The 64,785 shares that vested during the year ended December 31, 2016 included 27,765 shares that were issued to Peter C. Georgiopoulos upon his resignation. 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 years ended December 31, 2017, 2016 and 2015, the Company recognized nonvested stock amortization expense for the MIP restricted shares, which is included in General and administrative expenses, as follows:
|
|
For the Years Ended December 31, |
|
|||||||
|
|
2017 |
|
2016 |
|
2015 |
|
|||
General and administrative expenses |
|
$ |
368 |
|
$ |
5,795 |
|
$ |
10,585 |
|
The Company amortized these grants over the applicable vesting periods, net of anticipated forfeitures. As of December 31, 2017, there was $0 unrecognized compensation cost.
2015 Equity Incentive Plan
On June 26, 2015, the Company’s Board of Directors approved the 2015 Equity Incentive Plan for awards with respect to an aggregate of 400,000 shares of common stock (the “2015 Plan”). Under the 2015 Plan, the Company’s Board of Directors, the compensation committee, or another designated committee of the Board of Directors may grant a variety of stock-based incentive awards to the Company’s officers, directors, employees, and consultants. Awards may consist of stock options, stock appreciation rights, dividend equivalent rights, restricted (nonvested) stock, restricted stock units, and unrestricted stock. As of December 31, 2017, the Company has awarded restricted stock units, restricted stock and stock options under the 2015 Plan which have a grant date price which represents the stock price on that date.
On March 23, 2017, the Board of Directors approved an amendment and restatement of the 2015 Plan. This amendment and restatement increased the number of shares available for awards under the plan from 400,000 to 2,750,000, subject to shareholder approval; set the annual limit for awards to non-employee directors and other individuals as 500,000 and 1,000,000 shares, respectively; and modified the change in control definition. The Company’s shareholders approved the increase in the number of shares at the Company’s 2017 Annual Meeting of Shareholders on May 17, 2017.
Stock Options
On March 23, 2017, the Company issued options to purchase 133,000 of the Company’s shares of common stock to John C. Wobensmith, Chief Executive Officer and President, with an exercise price of $11.13 per share. One-third of the options become exercisable on each of the first three anniversaries of October 15, 2016, with accelerated vesting upon a change in control of the Company, and all unexercised options expire on the sixth anniversary of the grant date. The fair value of each option was estimated on the date of the grant using the Black-Scholes-Merton pricing formula, resulting in a value of $6.41 per share, or $853 in the aggregate. The assumptions used in the Black-Scholes-Merton option pricing formula are as follows: volatility of 79.80% (representing a blend of the Company’s historical volatility and a peer-based volatility estimate), a risk-free interest rate of 1.68%, a dividend yield of 0%, and expected life of 3.78 years (determined using the simplified method as outlined in Staff Accounting Bulletin 14 – Share-Based Payment (“SAB Topic 14”) due to lack of historical exercise data).
For the years ended December 31, 2017, 2016 and 2015, the Company recognized amortization expense of the fair value of these options, which is included in General and administrative expenses, as follows:
|
For the Years Ended December 31, |
|
|||||||
|
2017 |
|
2016 |
|
2015 |
|
|||
General and administrative expenses |
$ |
512 |
|
$ |
— |
|
$ |
— |
|
Amortization of the unamortized stock-based compensation balance of $341 as of December 31, 2017 is expected to be expensed $254 and $87 during the years ended December 31, 2018 and 2019, respectively. The following table summarizes the unvested option activity for the year ended December 31, 2017:
|
|
|
|
Weighted |
|
Weighted |
|
||
|
|
Number of |
|
Average Exercise |
|
Average Fair |
|
||
|
|
Options |
|
Price |
|
Value |
|
||
Outstanding at January 1, 2017 - Unvested |
|
— |
|
$ |
— |
|
$ |
— |
|
Granted |
|
133,000 |
|
|
11.13 |
|
|
6.41 |
|
Exercisable |
|
(44,333) |
|
|
11.13 |
|
|
6.41 |
|
Exercised |
|
— |
|
|
— |
|
|
— |
|
Forfeited |
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
Outstanding at December 31, 2017 - Unvested |
|
88,667 |
|
$ |
11.13 |
|
$ |
6.41 |
|
The following table summarizes certain information about the options outstanding as of December 31, 2017:
|
|
|
Options Outstanding and Unvested, |
|
Options Outstanding and Exercisable, |
|
||||||||||
|
|
|
December 31, 2017 |
|
December 31, 2017 |
|
||||||||||
Weighted |
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
Weighted |
|
|
Average |
|
|
|
Weighted |
|
Average |
|
|
|
Weighted |
|
Average |
|
|||
Exercise Price of |
|
|
|
Average |
|
Remaining |
|
|
|
Average |
|
Remaining |
|
|||
Outstanding |
|
Number of |
|
Exercise |
|
Contractual |
|
Number of |
|
Exercise |
|
Contractual |
|
|||
Options |
|
Options |
|
Price |
|
Life |
|
Warrants |
|
Price |
|
Life |
|
|||
$ |
11.13 |
|
88,667 |
|
$ |
11.13 |
|
5.23 |
|
44,333 |
|
$ |
11.13 |
|
5.23 |
|
As of December 31, 2017 and 2016, a total of 133,000 and 0 stock options were outstanding, respectively.
Restricted Stock Units
The Company has issued restricted stock units (“RSUs”) to certain members of the Board of Directors and John C. Wobensmith, Chief Executive Officer and President, 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. As of December 31, 2017 and 2016, 118,838 and 3,138 shares, respectively, of the Company’s common stock were outstanding in respect of the RSUs. Such shares will only be issued in respect of vested RSUs issued to directors when the director’s service with the Company as a director terminates. Such shares of common stock will only be issued to Mr. Wobensmith when his RSUs vest under the terms of his contract and the amended 2015 Plan described above. On May 17, 2017, 18,234 shares of common stock were issued to Eugene Davis, the former Chairman of the Audit Committee, in respect to vested RSUs following his departure from the Board.
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 RSUs that have been issued to John C. Wobensmith vest ratably on each of the three anniversaries of October 15, 2016. The table below summarizes the Company’s unvested RSUs for the years ended December 31, 2017, 2016 and 2015:
|
|
Year Ended December 31, |
|
|||||||||||||
|
|
2017 |
|
2016 |
|
2015 |
|
|||||||||
|
|
|
|
Weighted |
|
|
|
Weighted |
|
|
|
Weighted |
|
|||
|
|
Number of |
|
Average Grant |
|
Number of |
|
Average Grant |
|
Number of |
|
Average Grant |
|
|||
|
|
RSUs |
|
Date Price |
|
RSUs |
|
Date Price |
|
RSUs |
|
Date Price |
|
|||
Outstanding at January 1 |
|
66,666 |
|
$ |
5.10 |
|
5,821 |
|
$ |
71.50 |
|
— |
|
$ |
— |
|
Granted |
|
317,595 |
|
|
11.05 |
|
66,666 |
|
|
5.10 |
|
7,440 |
|
|
71.18 |
|
Vested |
|
(164,132) |
|
|
8.68 |
|
(5,821) |
|
|
71.50 |
|
(1,619) |
|
|
70.00 |
|
Forfeited |
|
— |
|
|
— |
|
— |
|
|
— |
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at December 31 |
|
220,129 |
|
$ |
11.01 |
|
66,666 |
|
$ |
5.10 |
|
5,821 |
|
$ |
71.50 |
|
The total fair value of the RSUs that vested during the years ended December 31, 2017, 2016 and 2015 was $1,858, $30 and $116, respectively. The total fair value is calculated as the number of shares vested during the period multiplied by the fair value on the vesting date. On February 17, 2016, the vesting of 2,328 outstanding RSUs was accelerated upon the resignation of two members on the Company’s Board of Directors.
The following table summarizes certain information of the RSUs unvested and vested as of December 31, 2017:
Unvested RSUs |
|
Vested RSUs |
|
||||||||
December 31, 2017 |
|
December 31, 2017 |
|
||||||||
|
|
|
|
Weighted |
|
|
|
|
|
||
|
|
Weighted |
|
Average |
|
|
|
Weighted |
|
||
|
|
Average |
|
Remaining |
|
|
|
Average |
|
||
Number of |
|
Grant Date |
|
Contractual |
|
Number of |
|
Grant Date |
|
||
RSUs |
|
Price |
|
Life |
|
RSUs |
|
Price |
|
||
220,129 |
|
$ |
11.01 |
|
1.63 |
|
171,572 |
|
$ |
11.39 |
|
The Company is amortizing these grants over the applicable vesting periods, net of anticipated forfeitures. As of December 31, 2017, unrecognized compensation cost of $1,396 related to RSUs will be recognized over a weighted-average period of 1.63 years.
For the years ended December 31, 2017, 2016 and 2015, the Company recognized nonvested stock amortization expense for the RSUs, which is included in General and administrative expenses as follows:
|
|
For the Years Ended December 31, |
|
|||||||
|
|
2017 |
|
2016 |
|
2015 |
|
|||
General and administrative expenses |
|
$ |
2,241 |
|
$ |
405 |
|
$ |
337 |
|
Restricted Stock
Under the 2015 Plan, grants of restricted common stock issued to executives and Peter C. Georgiopoulos, the Company’s former Chairman of the Board, ordinarily vest ratably on each of the three anniversaries of the determined vesting date. The table below summarizes the Company’s nonvested stock awards for the years ended December 31, 2017 and 2016 that were issued under the 2015 Plan:
|
|
Year Ended December 31, |
|
||||||||
|
|
2017 |
|
2016 |
|
||||||
|
|
|
|
Weighted |
|
|
|
Weighted |
|
||
|
|
Number of |
|
Average Grant |
|
Number of |
|
Average Grant |
|
||
|
|
Shares |
|
Date Price |
|
Shares |
|
Date Price |
|
||
Outstanding at January 1 |
|
13,605 |
|
$ |
5.20 |
|
— |
|
$ |
— |
|
Granted |
|
— |
|
|
— |
|
61,224 |
|
|
5.20 |
|
Vested |
|
(6,803) |
|
|
5.20 |
|
(47,619) |
|
|
5.20 |
|
Forfeited |
|
— |
|
|
— |
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at December 31 |
|
6,802 |
|
$ |
5.20 |
|
13,605 |
|
$ |
5.20 |
|
The total fair value of shares that vested under the 2015 Plan during the years ended December 31, 2017, 2016 and 2015 was $71, $285 and $0, respectively. The 47,619 shares that vested during the year ended December 31, 2016 included 40,816 shares that were issued to Peter C. Georgiopoulos upon his resignation. 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 years ended December 31, 2017, 2016 and 2015, the Company recognized nonvested stock amortization expense for the 2015 Plan restricted shares, which is included in General and administrative expenses, as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Years Ended December 31, |
|
|
|
|||||||
|
|
2017 |
|
2016 |
|
2015 |
|
|
|
|||
General and administrative expenses |
|
$ |
30 |
|
$ |
277 |
|
$ |
— |
|
|
|
The Company is amortizing these grants over the applicable vesting periods, net of anticipated forfeitures. As of December 31, 2017, unrecognized compensation cost of $11 related to nonvested stock will be recognized over a weighted-average period of 0.87 years.
Baltic Trading Limited
On March 3, 2010, Baltic Trading’s Board of Directors approved the Baltic Trading Limited 2010 Equity Incentive Plan (the “Baltic Trading Plan”). On March 13, 2014, Baltic Trading’s Board of Directors approved an amendment to 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. Under the Baltic Trading Plan, Baltic Trading’s Board of Directors, the compensation committee, or another designated committee of the Board of Directors may grant a variety of stock-based incentive awards to officers, directors, and executive, managerial, administrative and professional employees of and consultants to Baltic Trading or the Company whom the compensation committee (or other committee of the Board of Directors) believes are key to Baltic Trading’s success. Awards may consist of restricted stock, restricted stock units, stock options, stock appreciation rights and other stock or cash-based awards. Nonvested stock awards granted under the Baltic Trading Plan have a grant date price which represents the stock price on that date.
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 $5,273 of expense recorded during the year ended December 31, 2015.
Grants of restricted stock that were issued to Peter C. Georgiopoulos, former Chairman of the Board of Baltic Trading, and John Wobensmith, President and former Chief Financial Officer of Baltic Trading, made in connection with Baltic Trading’s IPO vested ratably on each of the first four anniversaries of March 15, 2010. Grants of restricted common stock to Baltic Trading’s directors made following Baltic Trading’s IPO (which exclude the foregoing grant to Mr. Georgiopoulos) vested the earlier of the first anniversary of the grant date or the date of Baltic Trading’s next annual shareholders’ meeting. Grants of restricted stock made to executives and the Chairman of the Board not in connection with the Company’s IPO vested ratably on each of the first four anniversaries of the determined vesting date.
The following table presents a summary of Baltic Trading’s nonvested stock awards for the year ended December 31, 2015 under the Baltic Trading Plan:
|
|
Year Ended December 31, |
|
|||
|
|
2015 |
|
|||
|
|
Number |
|
|
|
|
|
|
of Baltic |
|
Weighted |
|
|
|
|
Trading |
|
Average |
|
|
|
|
Common |
|
Grant Date |
|
|
|
|
Shares |
|
Price |
|
|
Outstanding at January 1 |
|
1,941,844 |
|
$ |
3.80 |
|
Granted |
|
— |
|
|
— |
|
Vested |
|
(1,941,844) |
|
|
3.80 |
|
Forfeited |
|
— |
|
|
— |
|
|
|
|
|
|
|
|
Outstanding at December 31 |
|
— |
|
$ |
— |
|
The total fair value of shares that vested under the Baltic Trading Plan during the year ended December 31, 2015 was $2,913. 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 Company recognized nonvested stock amortization expense for the Baltic Trading Plan, which is included in General and administrative expenses, as follows:
|
|
Year |
|
|
|
|
Ended |
|
|
|
|
December 31, |
|
|
|
|
2015 |
|
|
General and administrative expenses |
|
$ |
5,273 |
|
|
19 - LEGAL PROCEEDINGS
In April 2015, six class action complaints were filed in the Supreme Court of the State of New York, County of New York. On May 26, 2015, the six 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”). The Consolidated Complaint is purported to be brought by and on behalf of Baltic Trading’s shareholders and alleges that the then-proposed July 2015 merger did not fairly compensate Baltic Trading’s shareholders and undervalued Baltic Trading. The Consolidated Complaint names as defendants the Company, Baltic Trading, the individual members of Baltic Trading’s board, 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 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 on July 15, 2015. 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 that appeal.
On June 30, 2015, defendants had moved to dismiss the Consolidated Complaint in its entirety. Plaintiffs subsequently served an Amended Consolidated Complaint, and defendants directed their motion to dismiss to that amended complaint. The motion to dismiss was granted and the Amended Consolidated Complaint was dismissed with prejudice on August 29, 2016.
On September 29, 2016, plaintiffs filed a Notice of Appeal with the Appellate Division of the Supreme Court of the State of New York, County of New York.
On June 28, 2017, plaintiffs moved the Appellate Division to extend the time to perfect the appeal to October 2, 2017. The motion was granted, and on that date, plaintiffs subsequently filed an appellate brief and record. Briefing on the appeal is complete, and the appeal is awaiting oral argument.
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 effect on the Company, its financial condition, results of operations or cash flows.
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.
|
20 - UNAUDITED QUARTERLY RESULTS OF OPERATIONS
In the opinion of the Company’s management, all adjustments, consisting of normal recurring accruals considered necessary for a fair presentation have been included on a quarterly basis.
|
|
2017 |
|
||||||||||
|
|
Quarter Ended (2) |
|
||||||||||
(In thousands, except share and per share amounts) |
|
March 31, |
|
June 30, |
|
September 30, |
|
December 31, |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Voyage Revenues |
|
$ |
38,249 |
|
$ |
45,370 |
|
$ |
51,161 |
|
$ |
74,918 |
|
Operating (loss) income |
|
|
(8,570) |
|
|
(7,237) |
|
|
(23,782) |
|
|
9,973 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income |
|
|
(15,600) |
|
|
(14,513) |
|
|
(31,182) |
|
|
2,569 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) earnings per share - basic (1) |
|
$ |
(0.47) |
|
$ |
(0.42) |
|
$ |
(0.90) |
|
$ |
0.07 |
|
Net (loss) earnings per share - diluted (1) |
|
$ |
(0.47) |
|
$ |
(0.42) |
|
$ |
(0.90) |
|
$ |
0.07 |
|
Weighted average common shares outstanding - basic |
|
|
33,495,738 |
|
|
34,430,766 |
|
|
34,469,998 |
|
|
34,559,830 |
|
Weighted average common shares outstanding - diluted |
|
|
33,495,738 |
|
|
34,430,766 |
|
|
34,469,998 |
|
|
34,682,302 |
|
|
|
2016 |
|
||||||||||
|
|
Quarter Ended (2) |
|
||||||||||
(In thousands, except share and per share amounts) |
|
March 31, |
|
June 30, |
|
September 30, |
|
December 31, |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Voyage Revenues |
|
$ |
20,131 |
|
$ |
31,460 |
|
$ |
37,871 |
|
$ |
43,785 |
|
Operating loss |
|
|
(46,960) |
|
|
(100,766) |
|
|
(20,115) |
|
|
(18,634) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
|
|
(54,483) |
|
|
(110,653) |
|
|
(27,514) |
|
|
(25,104) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss per share - basic (1) |
|
$ |
(7.55) |
|
$ |
(15.32) |
|
$ |
(3.80) |
|
$ |
(3.43) |
|
Net loss per share - diluted (1) |
|
$ |
(7.55) |
|
$ |
(15.32) |
|
$ |
(3.80) |
|
$ |
(3.43) |
|
Weighted average common shares outstanding - basic |
|
|
7,218,795 |
|
|
7,221,735 |
|
|
7,245,268 |
|
|
7,318,452 |
|
Weighted average common shares outstanding - diluted |
|
|
7,218,795 |
|
|
7,221,735 |
|
|
7,245,268 |
|
|
7,318,452 |
|
(1) |
Amounts may not total to annual loss because each quarter and year are calculated separately based on basic and diluted weighted-average common shares outstanding during that period. |
(2) |
Amounts may not total to annual amounts for the years ended December 31, 2017 and 2016 as reported in the Consolidated Statements of Operations due to rounding. |
|
21 - SUBSEQUENT EVENTS
On February 27, 2018, the Board of Directors determined to dispose of the Company’s following nine vessels; the Genco Cavalier, the Genco Loire, the Genco Lorraine, the Genco Muse, the Genco Normandy, the Baltic Cougar, the Baltic Jaguar, the Baltic Leopard and the Baltic Panther, at times and on terms to be determined in the future. Given this decision, and that the estimated future undiscounted cash flows for each of these older vessels did not exceed the net book value for each vessel, we have adjusted the values of these older vessels to their respective fair market values during the first quarter of 2018. This is expected to result in an impairment loss of approximately $56,400 in the first quarter of 2018.
On February 27, 2018, the Company’s Board of Directors awarded grants of 37,436 RSUs and options to purchase 122,608 shares of the Company’s stock at an exercise price of $13.69 to certain individuals under the 2015 Plan. The awards generally vest ratably in one-third increments on the first three anniversaries of February 27, 2018.
The Company has evaluated all subsequent events through the date these consolidated financial statements were issued and determined that there are no additional subsequent events to record or disclose.
|
Principles of consolidation
The accompanying consolidated financial statements have been prepared in accordance with U.S. GAAP which includes the accounts of GS&T and its direct and indirect wholly-owned subsidiaries, including Baltic Trading. All intercompany accounts and transactions have been eliminated in consolidation.
Business geographics
The Company’s vessels regularly move between countries in international waters, over hundreds of trade routes and, as a result, the disclosure of geographic information is impracticable.
Vessel acquisitions
When the Company enters into an acquisition transaction, it determines whether the acquisition transaction was the purchase of an asset or a business based on the facts and circumstances of the transaction. As is customary in the shipping industry, the purchase of a vessel is normally treated as a purchase of an asset as the historical operating data for the vessel is not reviewed nor is it material to the Company’s decision to make such acquisition.
When a vessel is acquired with an existing time charter, the Company allocates the purchase price to the vessel and the time charter based on, among other things, vessel market valuations and the present value (using an interest rate which reflects the risks associated with the acquired charters) of the difference between (i) the contractual amounts to be paid pursuant to the charter terms and (ii) management’s estimate of the fair market charter rate, measured over a period equal to the remaining term of the charter. The capitalized above-market (assets) and below-market (liabilities) charters are amortized as a reduction or increase, respectively, to voyage revenues over the remaining term of the charter.
Segment reporting
The Company reports financial information and evaluates its operation by voyage 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 operation 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.
Revenue and voyage expense recognition
Since the Company’s inception, revenues have been generated from time charter agreements, spot market voyage charters, pool agreements and spot market-related time charters. A time charter involves placing a vessel at the charterer’s disposal for a set period of time during which the charterer may use the vessel in return for the payment by the charterer of a specified daily hire rate, including any ballast bonus payments received pursuant to the time charter agreement. Spot market-related time charters are the same as other time charter agreements, except the time charter rates are variable and are based on a percentage of the average daily rates as published by the Baltic Dry Index (“BDI”). Voyage revenues also include the sale of bunkers consumed during short-term time charters pursuant to the terms of the time charter agreement.
The Company records time charter revenues over the term of the charter as service is provided. Revenues are recognized on a straight-line basis as the average revenue over the term of the respective time charter agreement. The Company records spot market-related time charter revenues over the term of the charter as service is provided based on the rate determined based on the BDI for each respective billing period. As such, the revenue earned by the Company’s vessels that are on spot market-related time charters is subject to fluctuations of the spot market.
Revenue for spot market voyage charters is recognized ratably over the total transit time of each voyage, which commences at the time the vessel departs from its last discharge port and ends at the time the discharge of cargo is completed at the discharge port. The Company does not begin recognizing revenue until an agreement has been entered into between the charterer and the Company, even if the vessel has discharged its cargo and is sailing to the anticipated load port on its next voyage.
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. These expenses are borne by the Company during spot market voyage charters. As such, there are significantly higher voyage expenses for spot market voyage charters as compared to time charters, spot market-related time charters and pool agreements. 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. Additionally, the Company records lower of cost or market adjustments to re-value the bunker fuel on a quarterly basis, as required. These differences in bunkers, including lower of cost or market adjustments, resulted in a net gain (loss) of $2,021, ($4,920) and ($8,927) during the years ended December 31, 2017, 2016 and 2015, respectively. Additionally, voyage expenses include the cost of bunkers consumed during short-term time charters pursuant to the terms of the time charter agreement. The Company recognizes voyage expenses when incurred.
During the years ended December 31, 2017 and 2016, six of the Company’s vessels were chartered under spot-market related time charters which included a profit-sharing element, the Genco Commodus, Baltic Lion, Genco London, Genco Maximus, Baltic Wasp and Baltic Wolf. These time charters all ended during the year ended December 31, 2017. Under these charter agreements, the rate for the spot market-related time charter was linked to a floor of $3 with a 50% index-based profit sharing component. During the year ended December 31, 2015, there were no time charters with profit-sharing elements.
At December 31, 2017 and 2016, 0 and 20 of the Company’s vessels were in vessel pools, respectively. At December 31, 2016, the Company had 13 vessels operating in the Clipper Logger Pool and the Clipper Sapphire Pool, vessel pools trading in the spot market for which Clipper Group acts as the pool manager. Additionally, at December 31, 2016, the Company had seven vessels operating in the Bulkhandling Handymax A/S Pool, a vessel pool trading in the spot market for which Torvald Klaveness acts as pool manager. Under pool arrangements, the vessels operate under a time charter agreement whereby the cost of bunkers and port expenses are borne by the pool and operating costs including crews, maintenance and insurance are typically paid by the owner of the vessel. Since the members of the pool share in the revenue less voyage expenses generated by the entire group of vessels in the pool, and the pool operates in the spot market, the revenue earned by these vessels is subject to the fluctuations of the spot market. The Company recognizes revenue from these pool arrangements based on its portion of the net distributions reported by the relevant pool, which represents the net voyage revenue of the pool after voyage expenses and pool manager fees.
Other operating income
During the years ended December 31, 2017, 2016 and 2015, the Company recorded other operating income of $0, $960 and $0, respectively. Other Operating income recorded during the year ended December 31, 2016 consists primarily of $934 received from Samsun Logix Corporation (“Samsun”) pursuant to the revised rehabilitation plan that was approved by the South Korean courts on April 8, 2016 which was settled in full on October 27, 2016. Refer to Note 16 — Commitments and Contingencies for further information regarding the bankruptcy settlement with Samsun.
Due from charterers, net
Due from charterers, net includes accounts receivable from charters, net of the provision for doubtful accounts. At each balance sheet date, the Company records the provision based on a review of all outstanding charter receivables. Included in the standard time charter contracts with the Company’s customers are certain performance parameters which, if not met, can result in customer claims. As of December 31, 2017 and 2016, the Company had a reserve of $246 and $283, respectively, against the due from charterers balance and an additional accrual of $327 and $220, respectively, in deferred revenue, each of which is primarily associated with estimated customer claims against the Company including vessel performance issues under time charter agreements.
Revenue is based on contracted charterparties. However, there is always the possibility of dispute over terms and payment of hires and freights. In particular, disagreements may arise concerning the responsibility of lost time and revenue. Accordingly, the Company periodically assesses the recoverability of amounts outstanding and estimates a provision if there is a possibility of non-recoverability. The Company believes its provisions to be reasonable based on information available.
Inventories
Inventories consist of consumable bunkers, lubricants and victualling stores, which are stated at the lower of cost or market value, if required, and are recorded in Prepaid expenses and other current assets in the Consolidated Balance Sheets. Cost is determined by the first in, first out method.
Vessel operating expenses
Vessel operating expenses include crew wages and related costs, the cost of insurance, expenses relating to repairs and maintenance, the cost of spares and consumable stores, and other miscellaneous expenses. Vessel operating expenses are recognized when incurred.
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 that 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 years ended December 31, 2017, 2016 and 2015 was $66,514, $71,829 and $76,395, 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 estimated scrap value of $310 per lightweight ton (“lwt”) times the weight of the vessel noted in lwt.
Vessels held for sale
During December 2016, the Board of Directors authorized the sale of the Genco Success, Genco Prosperity and Genco Wisdom. As such, these vessel assets were classified as held for sale in the Consolidated Balance Sheet as of December 31, 2016. These vessels were sold during the year ended December 31, 2017. Refer to Note 4 — Vessel Acquisitions and Dispositions for additional information.
Fixed assets, net
Fixed assets, net is stated at cost less accumulated depreciation and amortization. Depreciation and amortization are based on a straight line basis over the estimated useful life of the specific asset placed in service. The following table is used in determining the typical estimated useful lives:
Description |
|
Useful lives |
|||
|
|
|
|
|
|
Leasehold improvements |
|
Lesser of the estimated useful life of the asset or life of the lease |
|||
Furniture, fixtures & other equipment |
|
5 years |
|||
Vessel equipment |
|
2-15 years |
|||
Computer equipment |
|
3 years |
Depreciation and amortization expense for fixed assets for the years ended December 31, 2017, 2016 and 2015 was $274, $388 and $284, respectively.
Deferred drydocking costs
The Company’s vessels are required to be drydocked approximately every 30 to 60 months for major repairs and maintenance that cannot be performed while the vessels are operating. The Company defers the costs associated with the drydockings as they occur and amortizes these costs on a straight-line basis over the period between drydockings. Costs deferred as part of a vessel’s drydocking include actual costs incurred at the drydocking yard; cost of travel, lodging and subsistence of personnel sent to the drydocking site to supervise; and the cost of hiring a third party to oversee the drydocking. If the vessel is drydocked earlier than originally anticipated, any remaining deferred drydock costs that have not been amortized are expensed at the end of the next drydock.
Amortization expense for drydocking for the years ended December 31, 2017, 2016 and 2015 was $4,988, $4,113 and $2,877, respectively, and is included in Depreciation and amortization expense in the Consolidated Statements of Operation. All other costs incurred during drydocking are expensed as incurred.
Impairment of long-lived assets
During the years ended December 31, 2017, 2016 and 2015 the Company recorded $21,993, $69,278 and $39,893, respectively, related to the impairment of vessel assets in accordance with ASC 360 — “Property, Plant and Equipment” (“ASC 360”). ASC 360 requires impairment losses to be recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than their carrying amounts. If indicators of impairment are present, the Company performs an analysis of the anticipated undiscounted future net cash flows to be derived from the related long-lived assets.
On August 4, 2017, the Board of Directors determined to dispose of the Company’s vessels built in 1999, namely the Genco Beauty, the Genco Explorer, the Genco Knight, the Genco Progress and the Genco Vigour, at times and on terms to be determined in the future. Given this decision, and that the estimated future undiscounted cash flows for each of these older vessels did not exceed the net book value for each vessel, the Company has adjusted the values of these older vessels to their respective fair market values during the year ended December 31, 2017. This resulted in an impairment loss of $18,654 during the year ended December 31, 2017.
At June 30, 2017, the Company determined that the sum of the estimated undiscounted future cash flows attributable to the Genco Surprise did not exceed the carrying value of the vessel at June 30, 2017 and reduced the carrying value of the Genco Surprise, a 1998-built Panamax vessel, to its fair market value as of June 30, 2017. This resulted in an impairment loss of $3,339 during the year ended December 31, 2017.
At June 8, 2016, the Company determined that the scrapping of nine of its vessels, the Genco Acheron, Genco Carrier, Genco Leader, Genco Pioneer, Genco Prosperity, Genco Reliance, Genco Success, Genco Sugar, and Genco Wisdom, was more likely than not pursuant to the Commitment Letter entered into for the $400 Million Credit Facility as defined and disclosed in Note 8 — Debt. Therefore, at June 8, 2016, the time utilized to determine the recoverability of the carrying value of the vessel assets was significantly reduced. After determining that the sum of the estimated undiscounted future cash flows attributable to the aforementioned nine vessels did not exceed the carrying value of the vessels at June 8, 2016, the Company reduced the carrying value of the nine vessels to their net realizable value, which was based on the expected net proceeds from scrapping the vessels. This resulted in an impairment loss of $67,594 during the year ended December 31, 2016. Refer to Note 4 — Vessel Acquisitions and Dispositions for further information about the sale of these vessels.
At March 31, 2016, the Company determined that the scrapping of the Genco Marine was more likely than not based on discussions with the Company’s Board of Directors. Therefore, at March 31, 2016, the time utilized to determine the recoverability of the carrying value of the vessel asset was significantly reduced. After determining that the sum of the estimated undiscounted future cash flows attributable to the Genco Marine did not exceed the carrying value of the vessel at March 31, 2016, the Company reduced the carrying value of the Genco Marine to its net realizable value, which was based on the expected proceeds from scrapping the vessel. This resulted in an impairment loss of $1,684 during the year ended December 31, 2016. On April 5, 2016, the Board of Directors unanimously approved scrapping the Genco Marine and the sale of the Genco Marine to the scrap yard was completed on May 17, 2016.
At December 31, 2015, the Company determined that the future undiscounted cash flows did not exceed the net book value for the Genco Marine. As such, a $4,497 impairment loss was recorded in order to adjust the value of the Genco Marine to its fair market value during the year ended December 31, 2015.
Lastly, 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, at March 31, 2015, 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. This resulted in an impairment loss of $35,396 during the year ended December 31, 2015. 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.
(Gain) loss on disposal of vessels
During the years ended December 31, 2017, 2016 and 2015, the Company recorded net gains of $7,712 and $3,555 and a net loss of $1,210, respectively, related to the sale of vessels. The $7,712 net gain recognized during the year ended December 31, 2017 related primarily to the sale of the Genco Wisdom, the Genco Reliance, the Genco Carrier, the Genco Success and the Genco Prosperity. During the year ended December 31, 2016, the Company recorded a net gain of $3,555 related to the sale of the Genco Marine, the Genco Sugar, the Genco Pioneer, the Genco Leader and the Genco Acheron. Lastly, during the year ended December 31, 2015, the Company recorded a net loss of $1,210 related to the sale of the Baltic Lion and Baltic Tiger entities to GS&T from Baltic Trading on April 8, 2015.
Deferred financing costs
Deferred financing costs, which are presented as a direct deduction within the outstanding debt balance in the Company’s Consolidated Balance Sheet, consist of 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 on the Consoliated Statement of Operations.
Cash and cash equivalents
The Company considers highly liquid investments such as money market funds and certificates of deposit with an original maturity of three months or less to be cash equivalents.
Restricted Cash
Current and non-current restricted cash includes cash that is restricted pursuant to our credit facilities, refer to Note 8 — Debt. The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the Consolidated Balance Sheets that sum to the total of the same amounts shown in the Consolidated Statements of Cash Flows:
|
|
December 31, |
|
December 31, |
|
December 31, |
|
|||
|
|
2017 |
|
2016 |
|
2015 |
|
|||
Cash and cash equivalents |
|
$ |
174,479 |
|
$ |
133,400 |
|
$ |
121,074 |
|
Restricted cash - current |
|
|
7,234 |
|
|
8,242 |
|
|
19,500 |
|
Restricted cash - noncurrent |
|
|
23,233 |
|
|
27,426 |
|
|
315 |
|
|
|
|
|
|
|
|
|
|
|
|
Cash, cash equivalents and restricted cash |
|
$ |
204,946 |
|
$ |
169,068 |
|
$ |
140,889 |
|
|
|
|
|
|
|
|
|
|
|
|
Investments
The Company previously held 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 were designated as Available For Sale (“AFS”) and were reported at fair value, with unrealized gains and losses recorded in equity as a component of accumulated other comprehensive income (loss) (“AOCI”). The Company classified the investments as current or noncurrent assets based on the Company’s intent to hold the investments at each reporting date. As of December 31, 2016 and 2017, the Company no longer held investments in Jinhui or KLC. Refer to Note 5 — Investments.
Investments were 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 reviewed 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 issuers 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.
United States Gross Transportation Tax
Pursuant to Section 883 of the U.S. Internal Revenue Code of 1986 (as amended) (the “Code”), qualified income derived from the international operations of ships is excluded from gross income and exempt from U.S. federal income tax if a company engaged in the international operation of ships meets certain requirements (the “Section 883 exemption”). Among other things, in order to qualify, the Company must be incorporated in a country that grants an equivalent exemption to U.S. corporations and must satisfy certain qualified ownership requirements.
The Company is incorporated in the Marshall Islands. Pursuant to the income tax laws of the Marshall Islands, the Company is not subject to Marshall Islands income tax. The Marshall Islands has been officially recognized by the Internal Revenue Service as a qualified foreign country that currently grants the requisite equivalent exemption from tax. The Company is not taxable in any other jurisdiction, with the exception of Genco Management (USA) Limited and Genco Shipping Pte. Ltd., as noted in the “Income taxes” section below.
The Company will qualify for the Section 883 exemption if, among other things, (i) the Company’s stock is treated as primarily and regularly traded on an established securities market in the United States (the “publicly traded test”) or (ii) the Company satisfies the qualified shareholder test or (iii) the Company satisfies the controlled foreign corporation test (the “CFC test”). Under applicable Treasury Regulations, the publicly-traded test cannot be satisfied in any taxable year in which persons who actually or constructively own 5% or more of the Company’s stock (which the Company sometimes refers to as “5% shareholders”), together own 50% or more of the Company’s stock (by vote and value) for more than half the days in such year (which the Company sometimes refers to as the “five percent override rule”), unless an exception applies. A foreign corporation satisfies the qualified shareholder test if more than 50 percent of the value of its outstanding shares is owned (or treated as owned by applying certain attribution rules) for at least half of the number of days in the foreign corporation's taxable year by one or more “qualified shareholders.” A qualified shareholder includes a foreign corporation that, among other things, satisfies the publicly traded test. A foreign corporation satisfies the CFC test if it is a “controlled foreign corporation” and one or more qualified U.S. persons own more than 50 percent of the total value of all the outstanding stock.
Based on the ownership and trading of the Company’s stock in 2017, the Company believes that it did not satisfy the publicly traded test, the qualified shareholder test or the CFC test, and therefore did not qualify for the Section 883 exemption in 2017. However, the Company believes that it qualified for exemption from income tax on income derived from the international operations of ships during the years ended December 31, 2016 and 2015 (excluding Baltic Trading in 2015). In order to meet the publicly traded requirement, the Company’s stock must be treated as being primarily and regularly traded for more than half the days of any such year. Under the Section 883 regulations, the Company’s qualification for the publicly traded requirement may be jeopardized if 5% shareholders own, in the aggregate, 50% or more of the Company’s common stock for more than half the days of the year. Management believes that during the year ended December 31, 2017, the combined ownership of its 5% shareholders equaled 50% or more of its common stock for more than half the days of each of those respective years, as applicable. However, during the years ended December 31, 2016 and 2015, management believes that the combined ownership of its 5% shareholders did not equal 50% or more of its common stock for more than half the days of each of those respective years.
If the Company does not qualify for the Section 883 exemption, the Company’s U.S. source shipping income, i.e., 50% of its gross shipping income attributable to transportation beginning or ending in the U.S. (but not both beginning and ending in the U.S.) is subject to a 4% tax without allowance for deductions (the “U.S. gross transportation tax”).
During the year ended December 31, 2017, the Company recorded estimated U.S. gross transportation tax of $365 which has been recorded in Voyages expenses in the Consolidated Statements of Operation. During the years ended December 31, 2016 and 2015, the Company (except Baltic Trading in 2015) qualified for Section 883 exemption and, therefore, did not record any U.S. gross transportation tax.
Prior to the Merger, Baltic Trading was also incorporated in the Marshall Islands, and its stock was primarily traded on an established securities market in the U.S. However, GS&T indirectly owned shares of Baltic Trading’s Class B Stock which provided GS&T with over 50% of the combined voting power of all classes of Baltic Trading’s voting stock since Baltic Trading’s IPO was completed on March 15, 2010 until the Merger with Baltic Trading on July 17, 2015 (pursuant to which GS&T exchanged its shares for Baltic Trading’s outstanding common stock). As a result, Baltic Trading’s Class B Stock was not treated as regularly traded (a corporation’s stock is not regularly traded if, amongst other things, 50% or more of its stock (by vote or value) is not listed on one or more established securities markets) and Baltic Trading did not satisfy the publicly traded test in 2015 (and could not satisfy the qualified shareholder test or the controlled foreign corporation test in 2015). Thus, Baltic Trading did not qualify for a Section 883 exemption in 2015. As such, Baltic Trading was subject to U.S. gross transportation income tax on its U.S. source shipping income.
During the year ended December 31, 2015, Baltic Trading’s recorded estimated U.S. gross transportation tax expense of $68.
Income taxes
To the extent the Company’s U.S. source shipping income, or other U.S. source income, is considered to be effectively connected income, as described below, any such income, net of applicable deductions, would be subject to the U.S. federal corporate income tax, currently imposed at a 21% rate effective 2018. In addition, the Company may be subject to a 30% "branch profits" tax on such income, and on certain interest paid or deemed paid attributable to the conduct of such trade or business. Shipping income is generally sourced 100% to the United States if attributable to transportation exclusively between United States ports (the Company is prohibited from conducting such voyages), 50% to the United States if attributable to transportation that begins or ends, but does not both begin and end, in the United States (as described in “United States Gross Transportation Tax” above) and otherwise 0% to the United States.
The Company’s U.S. source shipping income would be considered effectively connected income only if:
· |
the Company has, or is considered to have, a fixed place of business in the U.S. involved in the earning of U.S. source shipping income; and |
· |
substantially all of the Company’s U.S. source shipping income is attributable to regularly scheduled transportation, such as the operation of a vessel that follows a published schedule with repeated sailings at regular intervals between the same points for voyages that begin or end in the U.S. |
The Company does not intend to have, or permit circumstances that would result in having, any vessel sailing to
or from the U.S. on a regularly scheduled basis. Based on the current shipping operations of the Company and the
Company’s expected future shipping operations and other activities, the Company believes that none of its U.S. source
shipping income will constitute effectively connected income. However, the Company may from time to time generate
non-shipping income that may be treated as effectively connected income.
In addition to the Company’s shipping income and pursuant to certain agreements, the Company technically and commercially managed vessels for Baltic Trading until the Merger and provided technical management of vessels for MEP in exchange for specified fees for these services provided. These services were performed by Genco Management (USA) Limited (“Genco (USA)”), which elected to be taxed as a corporation for United States federal income tax purposes. As such, Genco (USA) was subject to United States federal income tax (imposed at rates of 21% rate effective 2018) 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 management services for both Baltic Trading and MEP’s vessels.
There was no revenue earned by the Company for these services during the year ended December 31, 2017. Total revenue earned by the Company for these services during the years ended December 31, 2016 and 2015 was $2,340 and $6,410, respectively, of which $0 and $3,235, respectively, eliminated upon consolidation. After allocation of certain expenses, there was taxable net income of $1,502 associated with these activities for the year ended December 31, 2016. This resulted in estimated U.S. federal net income tax expense of $709. After allocation of certain expenses, there was taxable net income of $3,880 associated with these activities for the year ended December 31, 2015. This resulted in estimated U.S. federal net income tax expense of $1,753 for the year ended December 31, 2015.
During 2017, the Company established Genco Shipping Pte. Ltd. which is based in Singapore which will be subject to income tax in Singapore. During the year ended December 31, 2017, there was no income tax recorded by Genco Shipping Pte. Ltd.
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. Refer to “Revenue and voyage expense recognition” above for description of the Company’s revenue recognition policy.
Comprehensive income
The Company follows ASC Subtopic 220-10, “Comprehensive Income” (“ASC 220-10”), which establishes standards for reporting and displaying comprehensive income and its components in financial statements. Comprehensive income is comprised of net income and amounts related to unrealized gains or losses associated with the Company’s AFS investments.
Nonvested stock awards
The Company follows ASC Subtopic 718-10, “Compensation — Stock Compensation” (“ASC 718-10”), for nonvested stock issued under its equity incentive plans. Stock-based compensation costs from nonvested stock have been classified as a component of additional paid-in capital on the Consolidated Statement of Equity.
Accounting estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include vessel valuations, the valuation of amounts due from charterers, performance claims, residual value of vessels, useful life of vessels and the fair value of derivative instruments, if any. Actual results could differ from those estimates.
Concentration of credit risk
Financial instruments that potentially subject the Company to concentrations of credit risk are amounts due from charterers and cash and cash equivalents. With respect to amounts due from charterers, the Company attempts to limit its credit risk by performing ongoing credit evaluations and, when deemed necessary, requires letters of credit, guarantees or collateral. The Company earned 100% of voyage revenues from 102, 52 and 52 customers during the years ended December 31, 2017, 2016 and 2015.
For the year ended December 31, 2017, there were two customers that individually accounted for more than 10% of voyage revenues: Swissmarine Services S.A., including its subsidiaries (“Swissmarine”) and Clipper Group, including Clipper Bulk Shipping, the Clipper Logger Pool and the Clipper Sapphire Pool (“Clipper”), which represented 15.09% and 10.98% of voyage revenues, respectively. For the year ended December 31, 2016, there were three customers that individually accounted for more than 10% of voyage revenues; Swissmarine, Clipper, and Pioneer Navigation Ltd., which represented 25.31%, 22.96% and 11.11% of voyage revenues, respectively. For the year ended December 31, 2015, there were three customers that individually accounted for more than 10% of voyage revenues; Swissmarine, Clipper, and Pioneer Navigation Ltd., which represented 24.37%, 19.09% and 13.03% of voyage revenues, respectively.
At December 31, 2017 and 2016, the Company maintains all of its cash and cash equivalents with three and four financial institutions, respectively. None of the Company’s cash and cash equivalent balance is covered by insurance in the event of default by these financial institutions.
Fair value of financial instruments
The estimated fair values of the Company’s financial instruments, such as amounts due to / due from charterers, accounts payable and long-term debt, approximate their individual carrying amounts as of December 31, 2017 and 2016 due to their short-term maturity or the variable-rate nature of the respective borrowings under the credit facilities. See Note 10 — Fair Value of Financial Instruments for additional disclosure on the fair value of long-term debt.
Recent accounting pronouncements
In May 2017, the FASB issued Accounting Standards Update (“ASU”) No. 2017-09, “Compensation – Stock Compensation (Topic 718), Scope of Modification Account” (“ASU 2017-09”). This ASU provides guidance on determining which changes to the terms and conditions of share-based payment awards require an entity to apply modification account. This ASU is effective for fiscal years beginning after December 15, 2017, and for interim periods within those years and early adoption is permitted. ASU 2017-09 must be applied prospectively to an award modified on or after the adoption date. The Company will adopt ASU 2017-09 during the first quarter of 2018.
In November 2016, the FASB issued ASU No. 2016-18, “Statement of Cash Flows (Topic 230): Restricted Cash” (“ASU 2016-18”). This ASU adds or clarifies the guidance in ASC 230 – Statement of Cash Flows regarding the classification and presentation of restricted cash in the statement of cash flows. ASU 2016-18 requires entities to show the changes in the total of cash, cash equivalents, restricted cash and restricted cash equivalents in the statement of cash flow. Changes in the deposits of restricted cash were previously included in the investing activities section in the Consolidated Statements of Cash Flows. This ASU is effective for fiscal years beginning after December 15, 2017, and for interim periods within those years and early adoption is permitted. ASU 2016-18 must be adopted retrospectively. The Company early adopted ASU 2016-18 during the fourth quarter of 2017. The retrospective application of ASU 2016-18 resulted in restricted cash being reclassified as a component of cash, cash equivalents and restricted cash in the Consolidated Statements of Cash Flows.
In August 2016, the FASB issued ASU No. 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments.” This ASU adds or clarifies the guidance in ASC 230 – Statement of Cash Flows regarding the classification of certain cash receipts and payments in the statement of cash flows. This ASU is effective for fiscal years beginning after December 15, 2017, and for interim periods within those years and early adoption is permitted. This ASU shall be applied retrospectively to all periods presented, but may be applied prospectively from the earliest date practicable if retrospective application would be impracticable. Other than presentation, the Company does not expect the adoption of this standard to have a material impact on the Company’s consolidated financial statements.
In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842),” which replaces the existing guidance in ASC 840 – Leases. This ASU requires a dual approach for lessee accounting under which a lessee would account for leases as finance leases or operating leases. Both finance leases and operating leases will result in the lessee recognizing a right-of-use asset and a corresponding lease liability for leases with lease terms of more than twelve months. For finance leases, the lessee would recognize interest expense and amortization of the right-of-use asset and for operating leases, the lessee would recognize a straight-line total lease expense. Accounting by lessors will remain largely unchanged from current U.S. GAAP. The requirements of this standard include an increase in required disclosures. This ASU is effective for fiscal years beginning after December 15, 2018, and for interim periods within those fiscal years. Lessees and lessors will be required to apply the new standard at the beginning of the earliest period presented in the financial statements in which they first apply the new guidance, using a modified retrospective transition method. The requirements of this standard include a significant increase in required disclosures. The Company is currently evaluating the impact of this adoption on its consolidated financial statements and related disclosures.
In January 2016, the FASB issued ASU No. 2016-01, “Recognition and Measurement of Financial Assets and Financial Liabilities” (“ASU 2016-01”). This ASU will require that equity investments are measured at fair value with changes in fair value recognized in net income (loss). ASU 2016-01 will be effective for annual periods beginning after December 15, 2017, and interim periods within those years. The Company does not expect the adoption of this standard to have a material impact on the Company’s consolidated financial statements as the Company currently does not have any equity investments.
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, 2017, 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. In May 2016, the FASB issued ASU No. 2016-12, “Revenue from Contracts with Customers - Narrow Scope Improvements and Practical Expedients.” This update provides further guidance on applying collectability criterion to assess whether the contract is valid and represents a substantive transaction on the basis whether a customer has the ability and intention to pay the promised consideration. The requirements of this standard include an increase in required disclosures. Additionally, During November 2017, the FASB issued ASU No. 2017-14 which provides amendments to certain Securities and Exchange Commission paragraphs within the FASB’s ASC. Management is currently analyzing contracts with our customers covering the significant streams of the Company’s annual revenues under the provisions of the new standard as well as change necessary to information technology systems, processes and internal controls to capture new data and address changes in financial reporting. The Company intends to adopt the aforementioned ASUs for the interim periods after December 31, 2017, using the modified retrospective transition method applied to those contracts which were not completed as of that date. Upon adoption, the Company will recognize the cumulative effect of adopting this guidance as an adjustment to its opening balance of retained earnings as of January 1, 2018. Prior periods will not be retrospectively adjusted. While the assessment is still ongoing, based on the progress made to date, the Company expects that the timing of recognition of revenue for certain ongoing charter contracts will be impacted as well as the timing of recognition of certain voyage related costs. While the assessment of certain effects of the adoption of ASU 2014-09 are still ongoing as noted below, the timing of revenue recognition will primarily affect spot market voyage charters. Under ASU 2014-09, revenue will be recognized beginning from when the vessel arrives at the load port rather than from the latter of the time when the vessel departs from its last discharge port and when the contract is entered into with the charterer. The Company expects that the adoption of ASU 2014-09 will result in an increase in the opening Retained deficit balance as of January 1, 2018 in the Consolidated Balance Sheet of approximately $1,100 to $1,200 as a result of the adjustment of Voyage revenue. The Company is currently evaluating the effect of the adjustment of any expenses and the additional presentation and disclosure requirements of ASU 2014-09 on our consolidated financial statements.
|
Below is the list of Company’s wholly owned ship-owning subsidiaries as of December 31, 2017:
Wholly Owned Subsidiaries |
|
Vessel Acquired |
|
Dwt |
|
Delivery Date |
|
Year Built |
|
|
|
|
|
|
|
|
|
|
|
Genco Vigour Limited |
|
Genco Vigour |
|
73,941 |
|
12/15/04 |
|
1999 |
|
Genco Explorer Limited |
|
Genco Explorer |
|
29,952 |
|
12/17/04 |
|
1999 |
|
Genco Progress Limited |
|
Genco Progress |
|
29,952 |
|
1/12/05 |
|
1999 |
|
Genco Beauty Limited |
|
Genco Beauty |
|
73,941 |
|
2/7/05 |
|
1999 |
|
Genco Knight Limited |
|
Genco Knight |
|
73,941 |
|
2/16/05 |
|
1999 |
|
Genco Muse Limited |
|
Genco Muse |
|
48,913 |
|
10/14/05 |
|
2001 |
|
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 |
|
169,025 |
|
12/29/08 |
|
2008 |
|
Genco Commodus Limited |
|
Genco Commodus |
|
169,098 |
|
7/22/09 |
|
2009 |
|
Genco Maximus Limited |
|
Genco Maximus |
|
169,025 |
|
9/18/09 |
|
2009 |
|
Genco Claudius Limited |
|
Genco Claudius |
|
169,001 |
|
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 |
|
58,018 |
|
8/31/10 |
|
2009 |
|
Genco Auvergne Limited |
|
Genco Auvergne |
|
58,020 |
|
8/16/10 |
|
2009 |
|
Genco Bourgogne Limited |
|
Genco Bourgogne |
|
58,018 |
|
8/24/10 |
|
2010 |
|
Genco Brittany Limited |
|
Genco Brittany |
|
58,018 |
|
9/23/10 |
|
2010 |
|
Genco Languedoc Limited |
|
Genco Languedoc |
|
58,018 |
|
9/29/10 |
|
2010 |
|
Genco Loire Limited |
|
Genco Loire |
|
53,430 |
|
8/4/10 |
|
2009 |
|
Genco Lorraine Limited |
|
Genco Lorraine |
|
53,417 |
|
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 |
|
58,018 |
|
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 |
|
53,446 |
|
4/8/10 |
(2) |
2009 |
|
Baltic Panther Limited |
|
Baltic Panther |
|
53,350 |
|
4/29/10 |
(2) |
2009 |
|
Baltic Cougar Limited |
|
Baltic Cougar |
|
53,432 |
|
5/28/10 |
(2) |
2009 |
|
Baltic Jaguar Limited |
|
Baltic Jaguar |
|
53,473 |
|
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 |
|
34,408 |
|
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 |
|
2015 |
|
Baltic Mantis Limited |
|
Baltic Mantis |
|
63,470 |
|
10/9/15 |
|
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 the vessel was delivered to Baltic Trading. |
|
|
|
December 31, |
|
December 31, |
|
December 31, |
|
|||
|
|
2017 |
|
2016 |
|
2015 |
|
|||
Cash and cash equivalents |
|
$ |
174,479 |
|
$ |
133,400 |
|
$ |
121,074 |
|
Restricted cash - current |
|
|
7,234 |
|
|
8,242 |
|
|
19,500 |
|
Restricted cash - noncurrent |
|
|
23,233 |
|
|
27,426 |
|
|
315 |
|
|
|
|
|
|
|
|
|
|
|
|
Cash, cash equivalents and restricted cash |
|
$ |
204,946 |
|
$ |
169,068 |
|
$ |
140,889 |
|
|
|
|
|
|
|
|
|
|
|
|
Description |
|
Useful lives |
|||
|
|
|
|
|
|
Leasehold improvements |
|
Lesser of the estimated useful life of the asset or life of the lease |
|||
Furniture, fixtures & other equipment |
|
5 years |
|||
Vessel equipment |
|
2-15 years |
|||
Computer equipment |
|
3 years |
|
|
|
Years Ended December 31, |
|
|
||||
|
|
2017 |
|
2016 |
|
2015 |
|
|
|
|
|
|
|
|
|
|
|
Common shares outstanding, basic: |
|
|
|
|
|
|
|
|
Weighted-average common shares outstanding, basic |
|
34,242,631 |
|
7,251,231 |
|
6,583,163 |
|
|
|
|
|
|
|
|
|
|
|
Common shares outstanding, diluted: |
|
|
|
|
|
|
|
|
Weighted-average common shares outstanding, basic |
|
34,242,631 |
|
7,251,231 |
|
6,583,163 |
|
|
|
|
|
|
|
|
|
|
|
Dilutive effect of Series A Preferred Stock |
|
— |
|
— |
|
— |
|
|
|
|
|
|
|
|
|
|
|
Dilutive effect of warrants |
|
— |
|
— |
|
— |
|
|
|
|
|
|
|
|
|
|
|
Dilutive effect of stock options |
|
— |
|
— |
|
— |
|
|
|
|
|
|
|
|
|
|
|
Dilutive effect of restricted stock awards |
|
— |
|
— |
|
— |
|
|
|
|
|
|
|
|
|
|
|
Weighted-average common shares outstanding, diluted |
|
34,242,631 |
|
7,251,231 |
|
6,583,163 |
|
|
|
|
|
December 31, |
|
December 31, |
|
||
|
|
2017 |
|
2016 |
|
||
Principal amount |
|
$ |
519,083 |
|
$ |
523,577 |
|
PIK interest |
|
|
5,341 |
|
|
800 |
|
Less: Unamortized debt financing costs |
|
|
(9,032) |
|
|
(11,357) |
|
Less: Current portion |
|
|
(24,497) |
|
|
(4,576) |
|
|
|
|
|
|
|
|
|
Long-term debt, net |
|
$ |
490,895 |
|
$ |
508,444 |
|
|
|
December 31, 2017 |
|
December 31, 2016 |
|
||||||||
|
|
|
|
Unamortized |
|
|
|
Unamortized |
|
||||
|
|
|
|
Debt Financing |
|
|
|
Debt Financing |
|
||||
|
|
Principal |
|
Cost |
|
Principal |
|
Cost |
|
||||
$400 Million Credit Facility |
|
$ |
399,600 |
|
$ |
6,332 |
|
$ |
400,000 |
|
$ |
7,967 |
|
$98 Million Credit Facility |
|
|
93,939 |
|
|
1,370 |
|
|
95,271 |
|
|
1,868 |
|
2014 Term Loan Facilities |
|
|
25,544 |
|
|
1,330 |
|
|
28,306 |
|
|
1,522 |
|
PIK interest |
|
|
5,341 |
|
|
— |
|
|
800 |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total debt |
|
$ |
524,424 |
|
$ |
9,032 |
|
$ |
524,377 |
|
$ |
11,357 |
|
|
|
For the Year Ended December 31, |
|
||||
|
|
2017 |
|
2016 |
|
2015 |
|
Effective Interest Rate |
|
5.29 |
% |
4.50 |
% |
3.65 |
% |
Range of Interest Rates (excluding unused commitment fees) |
|
3.36 % to 7.82 |
% |
2.69 % to 7.12 |
% |
2.69 % to 6.73 |
% |
Year Ending December 31, |
|
Total |
|
|
|
|
|
|
|
2018 |
|
$ |
11,734 |
|
2019 |
|
|
28,908 |
|
2020 |
|
|
28,908 |
|
2021 |
|
|
335,391 |
|
|
|
|
|
|
Total debt |
|
$ |
404,941 |
|
Year Ending December 31, |
|
Total |
|
|
|
|
|
|
|
2018 |
|
$ |
10,000 |
|
2019 |
|
|
10,000 |
|
2020 |
|
|
73,939 |
|
|
|
|
|
|
Total debt |
|
$ |
93,939 |
|
Year Ending December 31, |
|
Total |
|
|
|
|
|
|
|
2018 |
|
$ |
2,763 |
|
2019 |
|
|
2,763 |
|
2020 |
|
|
2,763 |
|
2021 |
|
|
2,763 |
|
2022 |
|
|
2,763 |
|
Thereafter |
|
|
11,729 |
|
|
|
|
|
|
Total debt |
|
$ |
25,544 |
|
|
|
|
Net Unrealized |
|
|
|
|
Gain (Loss) |
|
|
|
|
on |
|
|
|
|
Investments |
|
|
AOCI — January 1, 2015 |
|
$ |
(25,317) |
|
|
|
|
|
|
OCI before reclassifications |
|
|
(13,268) |
|
Amounts reclassified from AOCI |
|
|
38,564 |
|
Net current-period OCI |
|
|
25,296 |
|
|
|
|
|
|
AOCI — December 31, 2015 |
|
$ |
(21) |
|
|
|
|
|
|
OCI before reclassifications |
|
|
(2,385) |
|
Amounts reclassified from AOCI |
|
|
2,406 |
|
Net current-period OCI |
|
|
21 |
|
|
|
|
|
|
AOCI — December 31, 2016 |
|
$ |
— |
|
|
|
Amount Reclassified from AOCI |
|
Affected Line Item in |
|
|||||||
|
|
For the Year Ended |
|
the Statement Where |
|
|||||||
Details about AOCI Components |
|
2017 |
|
2016 |
|
2015 |
|
Net Loss is Presented |
|
|||
Net unrealized loss on investments |
|
|
|
|
|
|
|
|
|
|
|
|
Realized gain (loss) on sale of AFS investment |
|
$ |
— |
|
$ |
290 |
|
$ |
(687) |
|
Other (expense) income |
|
Impairment of AFS investment |
|
|
— |
|
|
(2,696) |
|
|
(37,877) |
|
Impairment of investment |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total reclassifications for the period |
|
$ |
— |
|
$ |
(2,406) |
|
$ |
(38,564) |
|
|
|
|
|
|
December 31, 2017 |
|
December 31, 2016 |
|
||||||||
|
|
Carrying |
|
|
|
|
Carrying |
|
|
|
|
||
|
|
Value |
|
Fair Value |
|
Value |
|
Fair Value |
|
||||
Cash and cash equivalents |
|
$ |
174,479 |
|
$ |
174,479 |
|
$ |
133,400 |
|
$ |
133,400 |
|
Restricted cash |
|
|
30,467 |
|
|
30,467 |
|
|
35,668 |
|
|
35,668 |
|
Floating rate debt |
|
|
524,424 |
|
|
524,424 |
|
|
524,377 |
|
|
524,377 |
|
|
|
|
December 31, |
|
December 31, |
|
||
|
|
2017 |
|
2016 |
|
||
Fuel oil and diesel oil inventory |
|
$ |
8,464 |
|
$ |
1,564 |
|
Lubricant inventory and other stores |
|
|
7,511 |
|
|
8,070 |
|
Prepaid items |
|
|
1,452 |
|
|
2,552 |
|
Insurance receivable |
|
|
3,498 |
|
|
1,030 |
|
Other |
|
|
1,746 |
|
|
2,534 |
|
Total prepaid expenses and other current assets |
|
$ |
22,671 |
|
$ |
15,750 |
|
|
|
|
December 31, |
|
December 31, |
|
||
|
|
2017 |
|
2016 |
|
||
Fixed assets, at cost: |
|
|
|
|
|
|
|
Vessel equipment |
|
$ |
1,375 |
|
$ |
1,173 |
|
Furniture and fixtures |
|
|
462 |
|
|
462 |
|
Computer equipment |
|
|
180 |
|
|
142 |
|
Total costs |
|
|
2,017 |
|
|
1,777 |
|
Less: accumulated depreciation and amortization |
|
|
(1,003) |
|
|
(759) |
|
Total fixed assets, net |
|
$ |
1,014 |
|
$ |
1,018 |
|
|
|
|
December 31, |
|
December 31, |
|
||
|
|
2017 |
|
2016 |
|
||
Accounts payable |
|
$ |
9,863 |
|
$ |
6,703 |
|
Accrued general and administrative expenses |
|
|
2,978 |
|
|
5,618 |
|
Accrued vessel operating expenses |
|
|
10,389 |
|
|
10,564 |
|
Total accounts payable and accrued expenses |
|
$ |
23,230 |
|
$ |
22,885 |
|
|
|
|
Year Ended December 31, |
|
|
|||||||
|
|
2017 |
|
2016 |
|
2015 |
|
|
|||
Professional fees incurred |
|
$ |
— |
|
$ |
201 |
|
$ |
708 |
|
|
Trustee fees incurred |
|
|
— |
|
|
71 |
|
|
377 |
|
|
Total reorganization fees |
|
$ |
— |
|
$ |
272 |
|
$ |
1,085 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total reorganization items, net |
|
$ |
— |
|
$ |
272 |
|
$ |
1,085 |
|
|
|
|
|
Year Ended December 31, |
|
|||||||||||||
|
|
2017 |
|
2016 |
|
2015 |
|
|||||||||
|
|
|
|
Weighted |
|
|
|
Weighted |
|
|
|
Weighted |
|
|||
|
|
Number of |
|
Average Grant |
|
Number of |
|
Average Grant |
|
Number of |
|
Average Grant |
|
|||
|
|
Shares |
|
Date Price |
|
Shares |
|
Date Price |
|
Shares |
|
Date Price |
|
|||
Outstanding at January 1 |
|
9,255 |
|
$ |
200.00 |
|
74,040 |
|
$ |
200.00 |
|
111,060 |
|
$ |
200.00 |
|
Granted |
|
— |
|
|
— |
|
— |
|
|
— |
|
— |
|
|
— |
|
Vested |
|
(9,255) |
|
|
200.00 |
|
(64,785) |
|
|
200.00 |
|
(37,020) |
|
|
200.00 |
|
Forfeited |
|
— |
|
|
— |
|
— |
|
|
— |
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at December 31 |
|
— |
|
$ |
— |
|
9,255 |
|
$ |
200.00 |
|
74,040 |
|
$ |
200.00 |
|
|
|
For the Years Ended December 31, |
|
|||||||
|
|
2017 |
|
2016 |
|
2015 |
|
|||
General and administrative expenses |
|
$ |
368 |
|
$ |
5,795 |
|
$ |
10,585 |
|
|
For the Years Ended December 31, |
|
|||||||
|
2017 |
|
2016 |
|
2015 |
|
|||
General and administrative expenses |
$ |
512 |
|
$ |
— |
|
$ |
— |
|
|
|
|
|
Weighted |
|
Weighted |
|
||
|
|
Number of |
|
Average Exercise |
|
Average Fair |
|
||
|
|
Options |
|
Price |
|
Value |
|
||
Outstanding at January 1, 2017 - Unvested |
|
— |
|
$ |
— |
|
$ |
— |
|
Granted |
|
133,000 |
|
|
11.13 |
|
|
6.41 |
|
Exercisable |
|
(44,333) |
|
|
11.13 |
|
|
6.41 |
|
Exercised |
|
— |
|
|
— |
|
|
— |
|
Forfeited |
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
Outstanding at December 31, 2017 - Unvested |
|
88,667 |
|
$ |
11.13 |
|
$ |
6.41 |
|
The following table summarizes certain information about the options outstanding as of December 31, 2017:
|
|
|
Options Outstanding and Unvested, |
|
Options Outstanding and Exercisable, |
|
||||||||||
|
|
|
December 31, 2017 |
|
December 31, 2017 |
|
||||||||||
Weighted |
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
Weighted |
|
|
Average |
|
|
|
Weighted |
|
Average |
|
|
|
Weighted |
|
Average |
|
|||
Exercise Price of |
|
|
|
Average |
|
Remaining |
|
|
|
Average |
|
Remaining |
|
|||
Outstanding |
|
Number of |
|
Exercise |
|
Contractual |
|
Number of |
|
Exercise |
|
Contractual |
|
|||
Options |
|
Options |
|
Price |
|
Life |
|
Warrants |
|
Price |
|
Life |
|
|||
$ |
11.13 |
|
88,667 |
|
$ |
11.13 |
|
5.23 |
|
44,333 |
|
$ |
11.13 |
|
5.23 |
|
|
|
Year Ended December 31, |
|
|||||||||||||
|
|
2017 |
|
2016 |
|
2015 |
|
|||||||||
|
|
|
|
Weighted |
|
|
|
Weighted |
|
|
|
Weighted |
|
|||
|
|
Number of |
|
Average Grant |
|
Number of |
|
Average Grant |
|
Number of |
|
Average Grant |
|
|||
|
|
RSUs |
|
Date Price |
|
RSUs |
|
Date Price |
|
RSUs |
|
Date Price |
|
|||
Outstanding at January 1 |
|
66,666 |
|
$ |
5.10 |
|
5,821 |
|
$ |
71.50 |
|
— |
|
$ |
— |
|
Granted |
|
317,595 |
|
|
11.05 |
|
66,666 |
|
|
5.10 |
|
7,440 |
|
|
71.18 |
|
Vested |
|
(164,132) |
|
|
8.68 |
|
(5,821) |
|
|
71.50 |
|
(1,619) |
|
|
70.00 |
|
Forfeited |
|
— |
|
|
— |
|
— |
|
|
— |
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at December 31 |
|
220,129 |
|
$ |
11.01 |
|
66,666 |
|
$ |
5.10 |
|
5,821 |
|
$ |
71.50 |
|
The total fair value of the RSUs that vested during the years ended December 31, 2017, 2016 and 2015 was $1,858, $30 and $116, respectively. The total fair value is calculated as the number of shares vested during the period multiplied by the fair value on the vesting date. On February 17, 2016, the vesting of 2,328 outstanding RSUs was accelerated upon the resignation of two members on the Company’s Board of Directors.
The following table summarizes certain information of the RSUs unvested and vested as of December 31, 2017:
Unvested RSUs |
|
Vested RSUs |
|
||||||||
December 31, 2017 |
|
December 31, 2017 |
|
||||||||
|
|
|
|
Weighted |
|
|
|
|
|
||
|
|
Weighted |
|
Average |
|
|
|
Weighted |
|
||
|
|
Average |
|
Remaining |
|
|
|
Average |
|
||
Number of |
|
Grant Date |
|
Contractual |
|
Number of |
|
Grant Date |
|
||
RSUs |
|
Price |
|
Life |
|
RSUs |
|
Price |
|
||
220,129 |
|
$ |
11.01 |
|
1.63 |
|
171,572 |
|
$ |
11.39 |
|
|
|
For the Years Ended December 31, |
|
|||||||
|
|
2017 |
|
2016 |
|
2015 |
|
|||
General and administrative expenses |
|
$ |
2,241 |
|
$ |
405 |
|
$ |
337 |
|
|
|
Year Ended December 31, |
|
||||||||
|
|
2017 |
|
2016 |
|
||||||
|
|
|
|
Weighted |
|
|
|
Weighted |
|
||
|
|
Number of |
|
Average Grant |
|
Number of |
|
Average Grant |
|
||
|
|
Shares |
|
Date Price |
|
Shares |
|
Date Price |
|
||
Outstanding at January 1 |
|
13,605 |
|
$ |
5.20 |
|
— |
|
$ |
— |
|
Granted |
|
— |
|
|
— |
|
61,224 |
|
|
5.20 |
|
Vested |
|
(6,803) |
|
|
5.20 |
|
(47,619) |
|
|
5.20 |
|
Forfeited |
|
— |
|
|
— |
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at December 31 |
|
6,802 |
|
$ |
5.20 |
|
13,605 |
|
$ |
5.20 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Years Ended December 31, |
|
|
|
|||||||
|
|
2017 |
|
2016 |
|
2015 |
|
|
|
|||
General and administrative expenses |
|
$ |
30 |
|
$ |
277 |
|
$ |
— |
|
|
|
|
|
Year Ended December 31, |
|
|||
|
|
2015 |
|
|||
|
|
Number |
|
|
|
|
|
|
of Baltic |
|
Weighted |
|
|
|
|
Trading |
|
Average |
|
|
|
|
Common |
|
Grant Date |
|
|
|
|
Shares |
|
Price |
|
|
Outstanding at January 1 |
|
1,941,844 |
|
$ |
3.80 |
|
Granted |
|
— |
|
|
— |
|
Vested |
|
(1,941,844) |
|
|
3.80 |
|
Forfeited |
|
— |
|
|
— |
|
|
|
|
|
|
|
|
Outstanding at December 31 |
|
— |
|
$ |
— |
|
|
|
Year |
|
|
|
|
Ended |
|
|
|
|
December 31, |
|
|
|
|
2015 |
|
|
General and administrative expenses |
|
$ |
5,273 |
|
|
|
For the Years Ended December 31, |
|
|||||||
|
|
2017 |
|
2016 |
|
2015 |
|
|||
General and administrative expenses |
|
$ |
902 |
|
$ |
14,203 |
|
$ |
25,941 |
|
|
|
Year Ended December 31, |
|
||||||||||||||||||||||
|
|
2017 |
|
2016 |
|
2015 |
|
||||||||||||||||||
|
|
|
|
Weighted |
|
Weighted |
|
|
|
Weighted |
|
Weighted |
|
|
|
Weighted |
|
Weighted |
|
||||||
|
|
|
|
Average |
|
Average |
|
|
|
Average |
|
Average |
|
|
|
Average |
|
Average |
|
||||||
|
|
Number of |
|
Exercise |
|
Fair |
|
Number of |
|
Exercise |
|
Fair |
|
Number of |
|
Exercise |
|
Fair |
|
||||||
|
|
Warrants |
|
Price |
|
Value |
|
Warrants |
|
Price |
|
Value |
|
Warrants |
|
Price |
|
Value |
|
||||||
Outstanding at January 1 - Unvested |
|
713,122 |
|
$ |
303.12 |
|
$ |
6.36 |
|
5,704,974 |
|
$ |
303.12 |
|
$ |
6.36 |
|
8,557,461 |
|
$ |
303.12 |
|
$ |
6.36 |
|
Granted |
|
— |
|
|
— |
|
|
— |
|
— |
|
|
— |
|
|
— |
|
— |
|
|
— |
|
|
— |
|
Exercisable |
|
(713,122) |
|
|
303.12 |
|
|
6.36 |
|
(4,991,852) |
|
|
303.12 |
|
|
6.36 |
|
(2,852,487) |
|
|
303.12 |
|
|
6.36 |
|
Exercised |
|
— |
|
|
— |
|
|
— |
|
— |
|
|
— |
|
|
— |
|
— |
|
|
— |
|
|
— |
|
Forfeited |
|
— |
|
|
— |
|
|
— |
|
— |
|
|
— |
|
|
— |
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at December 31 - Unvested |
|
— |
|
$ |
— |
|
$ |
— |
|
713,122 |
|
$ |
303.12 |
|
$ |
6.36 |
|
5,704,974 |
|
$ |
303.12 |
|
$ |
6.36 |
|
The following table summarizes certain information about the warrants outstanding as of December 31, 2017:
|
|
|
Warrants Outstanding and Unvested, |
|
Warrants Outstanding and Exercisable, |
|
||||||||||
|
|
|
December 31, 2017 |
|
December 31, 2017 |
|
||||||||||
Weighted |
|
|
|
|
|
Weighted |
|
|
|
|
|
Weighted |
|
|||
Average |
|
|
|
Weighted |
|
Average |
|
|
|
Weighted |
|
Average |
|
|||
Exercise Price of |
|
|
|
Average |
|
Remaining |
|
|
|
Average |
|
Remaining |
|
|||
Outstanding |
|
Number of |
|
Exercise |
|
Contractual |
|
Number of |
|
Exercise |
|
Contractual |
|
|||
Warrants |
|
Warrants |
|
Price |
|
Life |
|
Warrants |
|
Price |
|
Life |
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
303.12 |
|
— |
|
$ |
— |
|
— |
|
8,557,461 |
|
$ |
303.12 |
|
2.60 |
|
|
|
|
2017 |
|
||||||||||
|
|
Quarter Ended (2) |
|
||||||||||
(In thousands, except share and per share amounts) |
|
March 31, |
|
June 30, |
|
September 30, |
|
December 31, |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Voyage Revenues |
|
$ |
38,249 |
|
$ |
45,370 |
|
$ |
51,161 |
|
$ |
74,918 |
|
Operating (loss) income |
|
|
(8,570) |
|
|
(7,237) |
|
|
(23,782) |
|
|
9,973 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) income |
|
|
(15,600) |
|
|
(14,513) |
|
|
(31,182) |
|
|
2,569 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net (loss) earnings per share - basic (1) |
|
$ |
(0.47) |
|
$ |
(0.42) |
|
$ |
(0.90) |
|
$ |
0.07 |
|
Net (loss) earnings per share - diluted (1) |
|
$ |
(0.47) |
|
$ |
(0.42) |
|
$ |
(0.90) |
|
$ |
0.07 |
|
Weighted average common shares outstanding - basic |
|
|
33,495,738 |
|
|
34,430,766 |
|
|
34,469,998 |
|
|
34,559,830 |
|
Weighted average common shares outstanding - diluted |
|
|
33,495,738 |
|
|
34,430,766 |
|
|
34,469,998 |
|
|
34,682,302 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|