Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2018 | May 09, 2018 | |
Document and Entity Information | ||
Entity Registrant Name | GENCO SHIPPING & TRADING LTD | |
Entity Central Index Key | 1,326,200 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2018 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 34,532,004 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q1 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 172,775 | $ 174,479 |
Restricted cash | 5,447 | 7,234 |
Due from charterers, net of a reserve of $272 and $246, respectively | 13,286 | 12,855 |
Prepaid expenses and other current assets | 9,878 | 7,338 |
Inventories | 19,894 | 15,333 |
Total current assets | 221,280 | 217,239 |
Noncurrent assets: | ||
Vessels, net of accumulated depreciation of $199,511 and $213,431, respectively | 1,195,115 | 1,265,577 |
Deferred drydock, net of accumulated amortization of $10,065 and $9,540 respectively | 12,242 | 13,382 |
Fixed assets, net of accumulated depreciation and amortization of $1,019 and $1,003, respectively | 953 | 1,014 |
Other noncurrent assets | 514 | |
Restricted cash | 22,977 | 23,233 |
Total noncurrent assets | 1,231,287 | 1,303,720 |
Total assets | 1,452,567 | 1,520,959 |
Current liabilities: | ||
Accounts payable and accrued expenses | 24,339 | 23,230 |
Current portion of long-term debt | 24,308 | 24,497 |
Deferred revenue | 5,104 | 4,722 |
Total current liabilities: | 53,751 | 52,449 |
Noncurrent liabilities: | ||
Long-term lease obligations | 2,768 | 2,588 |
Long-term debt, net of deferred financing costs of $8,459 and $9,032, respectively | 477,000 | 490,895 |
Total noncurrent liabilities | 479,768 | 493,483 |
Total liabilities | 533,519 | 545,932 |
Commitments and contingencies | ||
Equity: | ||
Common stock, par value $0.01; 500,000,000 shares authorized; issued and outstanding 34,532,004 shares at March 31, 2018 and December 31, 2017 | 345 | 345 |
Additional paid-in capital | 1,628,848 | 1,628,355 |
Retained deficit | (710,145) | (653,673) |
Total equity | 919,048 | 975,027 |
Total liabilities and equity | $ 1,452,567 | $ 1,520,959 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Current Assets: | ||
Due from charterers, reserve | $ 272 | $ 246 |
Noncurrent assets: | ||
Vessels, accumulated depreciation | 199,511 | 213,431 |
Deferred drydock, accumulated amortization | 10,065 | 9,540 |
Fixed assets, accumulated depreciation and amortization | 1,019 | 1,003 |
Deferred financing costs, noncurrent | $ 8,459 | $ 9,032 |
Genco Shipping & Trading Limited shareholders' equity: | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 500,000,000 | 500,000,000 |
Common stock, shares issued (in shares) | 34,532,004 | 34,532,004 |
Common stock, shares outstanding (in shares) | 34,532,004 | 34,532,004 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Revenues: | ||
Revenues | $ 76,916 | $ 38,249 |
Operating expenses: | ||
Voyage expenses | 21,093 | 3,241 |
Vessel operating expenses | 23,767 | 24,884 |
General and administrative expenses (inclusive of nonvested stock amortization expense of $493 and $711, respectively) | 5,218 | 4,909 |
Technical management fees | 1,948 | 1,981 |
Depreciation and amortization | 16,886 | 18,173 |
Impairment of vessel assets | 56,402 | 0 |
Gain on sale of vessels | 0 | (6,369) |
Total operating expenses | 125,314 | 46,819 |
Operating loss | (48,398) | (8,570) |
Other (expense) income: | ||
Other expense | (85) | (65) |
Interest income | 794 | 173 |
Interest expense | (8,124) | (7,138) |
Other expense | (7,415) | (7,030) |
Loss before income taxes | (55,813) | (15,600) |
Net loss | $ (55,813) | $ (15,600) |
Net loss per share-basic | $ (1.61) | $ (0.47) |
Net loss per share-diluted | $ (1.61) | $ (0.47) |
Weighted average common shares outstanding - Basic (in shares) | 34,577,990 | 33,495,738 |
Weighted average common shares outstanding - diluted | 34,577,990 | 33,495,738 |
Voyage | ||
Revenues: | ||
Revenues | $ 76,916 | $ 38,249 |
Consolidated Statements of Ope5
Consolidated Statements of Operations (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Consolidated Statements of Operations | ||
Nonvested stock amortization expenses | $ 493 | $ 711 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Consolidated Statements of Comprehensive Loss | ||
Net loss | $ (55,813) | $ (15,600) |
Other comprehensive income | 0 | 0 |
Comprehensive loss | $ (55,813) | $ (15,600) |
Consolidated Statements of Equi
Consolidated Statements of Equity - USD ($) $ in Thousands | Series A Preferred StockPreferred Stock | Common Stock | Additional Paid-in Capital | Retained Earnings | Total |
Balance at the beginning at Dec. 31, 2016 | $ 120,789 | $ 74 | $ 1,503,784 | $ (594,948) | $ 1,029,699 |
Increase (Decrease) in Shareholders' Equity | |||||
Net loss | (15,600) | (15,600) | |||
Conversion of 27,061,856 shares of Series A Preferred Stock | $ (120,789) | 270 | 120,519 | ||
Nonvested stock amortization | 711 | 711 | |||
Balance at the end at Mar. 31, 2017 | 344 | 1,625,014 | (610,548) | 1,014,810 | |
Balance at the beginning at Dec. 31, 2017 | 975,027 | ||||
Balance at the beginning at Dec. 31, 2017 | 345 | 1,628,355 | (654,332) | 974,368 | |
Increase (Decrease) in Shareholders' Equity | |||||
Net loss | (55,813) | (55,813) | |||
Nonvested stock amortization | 493 | 493 | |||
Balance at the end at Mar. 31, 2018 | $ 345 | $ 1,628,848 | $ (710,145) | $ 919,048 |
Consolidated Statements of Equ8
Consolidated Statements of Equity (Parenthetical) - shares | Jan. 04, 2017 | Mar. 31, 2017 |
Series A Preferred Stock | ||
Conversion of shares (in shares) | 27,061,856 | 27,061,856 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Cash flows from operating activities: | ||
Net loss | $ (55,813) | $ (15,600) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 16,886 | 18,173 |
Amortization of deferred financing costs | 573 | 573 |
PIK interest, net | 1,503 | |
Amortization of nonvested stock compensation expense | 493 | 711 |
Impairment of vessel assets | 56,402 | 0 |
Gain on sale of vessels | 0 | (6,369) |
Insurance proceeds for protection and indemnity claims | 68 | 180 |
Insurance proceeds for loss of hire claims | 21 | |
Change in assets and liabilities: | ||
(Increase) decrease in due from charterers | (1,079) | 1,313 |
Increase in prepaid expenses and other current assets | (3,740) | (2,650) |
(Increase) decrease in inventories | (4,561) | 1,382 |
Decrease in other noncurrent assets | 514 | |
Increase (decrease) in accounts payable and accrued expenses | 1,094 | (3,184) |
(Decrease) increase in deferred revenue | (110) | 28 |
Increase in lease obligations | 180 | 180 |
Deferred drydock costs incurred | (1,446) | (2,828) |
Net cash provided by (used in) operating activities | 9,461 | (6,567) |
Cash flows from investing activities: | ||
Purchase of vessels, including deposits | (35) | |
Purchase of other fixed assets | (158) | (21) |
Net proceeds from sale of vessels | 12,597 | |
Insurance proceeds for hull and machinery claims | 1,607 | 584 |
Net cash provided by investing activities | 1,449 | 13,125 |
Cash flows from financing activities: | ||
Payment of Series A Preferred Stock issuance costs | (950) | |
Net cash used in financing activities | (14,657) | (1,731) |
Net (decrease) increase in cash, cash equivalents and restricted cash | (3,747) | 4,827 |
Cash, cash equivalents and restricted cash at beginning of period | 204,946 | 169,068 |
Cash, cash equivalents and restricted cash at end of period | 201,199 | 173,895 |
Secured Debt | $400 Million Credit Facility | ||
Cash flows from financing activities: | ||
Repayments on Term Loan Facility | (11,434) | (100) |
Line of Credit Facility | $98 Million Credit Facility | ||
Cash flows from financing activities: | ||
Repayments of Credit Facility | $ (2,542) | $ 0 |
Consolidated Statements of Ca10
Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 | Nov. 10, 2016 | Nov. 04, 2015 |
$400 Million Credit Facility | Secured Debt | ||||
Maximum borrowing capacity | $ 400,000 | $ 400,000 | $ 400,000 | |
$98 Million Credit Facility | Line of Credit Facility | ||||
Maximum borrowing capacity | $ 98,000 | $ 98,000 | $ 98,000 |
GENERAL INFORMATION
GENERAL INFORMATION | 3 Months Ended |
Mar. 31, 2018 | |
GENERAL INFORMATION | |
GENERAL INFORMATION | Genco Shipping & Trading Limited (U.S. Dollars in Thousands, Except Per Share and Share Data) Notes to Condensed Consolidated Financial Statements (unaudited) 1 - GENERAL INFORMATION The accompanying condensed 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 March 31, 2018, 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.; Genco Shipping A/S; Baltic Trading Limited; and the ship-owning subsidiaries as set forth below under “Other General Information.” As of March 31, 2018, Genco Ship Management LLC is the sole owner of all of the outstanding limited liability company interests of Genco Management (USA) LLC (“Genco (USA)”). On November 15, 2016, the Company entered into stock purchase agreements (the “Purchase Agreements”) effective as of October 4, 2016 with funds or related entities managed Centerbridge Partners, L.P. or its affiliates (“Centerbridge”), Strategic Value Partners, LLC (“SVP”) and Apollo Global Management, LLC (“Apollo”). Pursuant to the Purchase Agreements, 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. Other General Information Below is the list of the Company’s wholly owned ship-owning subsidiaries as of March 31, 2018: Wholly Owned Subsidiaries Vessel Acquired Dwt Delivery Date Year Built Genco Vigour Limited Genco Vigour 73,941 12/15/04 Genco Explorer Limited Genco Explorer 29,952 12/17/04 Genco Progress Limited Genco Progress 29,952 1/12/05 Genco Beauty Limited Genco Beauty 73,941 2/7/05 Genco Knight Limited Genco Knight 73,941 2/16/05 Genco Muse Limited Genco Muse 48,913 10/14/05 Genco Surprise Limited Genco Surprise 72,495 11/17/06 Genco Augustus Limited Genco Augustus 180,151 8/17/07 Genco Tiberius Limited Genco Tiberius 175,874 8/28/07 Genco London Limited Genco London 177,833 9/28/07 Genco Titus Limited Genco Titus 177,729 11/15/07 Genco Challenger Limited Genco Challenger 28,428 12/14/07 Genco Charger Limited Genco Charger 28,398 12/14/07 Genco Warrior Limited Genco Warrior 55,435 12/17/07 Genco Predator Limited Genco Predator 55,407 12/20/07 Genco Hunter Limited Genco Hunter 58,729 12/20/07 Genco Champion Limited Genco Champion 28,445 1/2/08 Genco Constantine Limited Genco Constantine 180,183 2/21/08 Genco Raptor LLC Genco Raptor 76,499 6/23/08 Genco Cavalier LLC Genco Cavalier 53,617 7/17/08 Genco Thunder LLC Genco Thunder 76,588 9/25/08 Genco Hadrian Limited Genco Hadrian 169,025 12/29/08 Genco Commodus Limited Genco Commodus 169,098 7/22/09 Genco Maximus Limited Genco Maximus 169,025 9/18/09 Genco Claudius Limited Genco Claudius 169,001 12/30/09 Genco Bay Limited Genco Bay 34,296 8/24/10 Genco Ocean Limited Genco Ocean 34,409 7/26/10 Genco Avra Limited Genco Avra 34,391 5/12/11 Genco Mare Limited Genco Mare 34,428 7/20/11 Genco Spirit Limited Genco Spirit 34,432 11/10/11 Genco Aquitaine Limited Genco Aquitaine 57,981 8/18/10 Genco Ardennes Limited Genco Ardennes 58,018 8/31/10 Genco Auvergne Limited Genco Auvergne 58,020 8/16/10 Genco Bourgogne Limited Genco Bourgogne 58,018 8/24/10 Genco Brittany Limited Genco Brittany 58,018 9/23/10 Genco Languedoc Limited Genco Languedoc 58,018 9/29/10 Genco Loire Limited Genco Loire 53,430 8/4/10 Genco Lorraine Limited Genco Lorraine 53,417 7/29/10 Genco Normandy Limited Genco Normandy 53,596 8/10/10 Genco Picardy Limited Genco Picardy 55,257 8/16/10 Genco Provence Limited Genco Provence 55,317 8/23/10 Genco Pyrenees Limited Genco Pyrenees 58,018 8/10/10 Genco Rhone Limited Genco Rhone 58,018 3/29/11 Baltic Lion Limited Baltic Lion 179,185 4/8/15 (1) Baltic Tiger Limited Genco Tiger 179,185 4/8/15 (1) Baltic Leopard Limited Baltic Leopard 53,446 4/8/10 (2) Baltic Panther Limited Baltic Panther 53,350 4/29/10 (2) Baltic Cougar Limited Baltic Cougar 53,432 5/28/10 (2) Baltic Jaguar Limited Baltic Jaguar 53,473 5/14/10 (2) Baltic Bear Limited Baltic Bear 177,717 5/14/10 (2) Baltic Wolf Limited Baltic Wolf 177,752 10/14/10 (2) Baltic Wind Limited Baltic Wind 34,408 8/4/10 (2) Baltic Cove Limited Baltic Cove 34,403 8/23/10 (2) Baltic Breeze Limited Baltic Breeze 34,386 10/12/10 (2) Baltic Fox Limited Baltic Fox 31,883 9/6/13 (2) Baltic Hare Limited Baltic Hare 31,887 9/5/13 (2) Baltic Hornet Limited Baltic Hornet 63,574 10/29/14 (2) Baltic Wasp Limited Baltic Wasp 63,389 1/2/15 (2) Baltic Scorpion Limited Baltic Scorpion 63,462 8/6/15 Baltic Mantis Limited Baltic Mantis 63,470 10/9/15 (1) The delivery date for these vessels represents the date that the vessel was purchased from Baltic Trading Limited (“Baltic Trading”). (2) The delivery date for these vessels represents the date that the vessel was delivered to Baltic Trading. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2018 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of consolidation The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“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. Basis of presentation The accompanying condensed consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial information and the rules and regulations of the Securities and Exchange Commission (the “SEC”). In the opinion of management of the Company, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and operating results have been included in the statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. These condensed consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s annual report on Form 10-K for the year ended December 31, 2017 (the “2017 10-K”). The results of operations for the three months ended March 31, 2018 are not necessarily indicative of the operating results to be expected for the year ending December 31, 2018. Segment reporting The Company reports financial information and evaluates its operations by charter revenues and not by the length of ship employment for its customers, i.e., spot or time charters. Each of the Company’s vessels serve the same type of customer, have similar operations and maintenance requirements, operate in the same regulatory environment, and are subject to similar economic characteristics. Based on this, the Company has determined that it operates in one reportable segment which is engaged in the ocean transportation of drybulk cargoes worldwide through the ownership and operation of drybulk carrier vessels. Restricted cash Current and non-current restricted cash includes cash that is restricted pursuant to our credit facilities, refer to Note 7 — Debt. The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the Condensed Consolidated Balance Sheets that sum to the total of the same amounts shown in the Condensed Consolidated Statements of Cash Flows: March 31, December 31, March 31, December 31, 2018 2017 2017 2016 Cash and cash equivalents $ 172,775 $ 174,479 $ 138,873 $ 133,400 Restricted cash - current 5,447 7,234 7,871 8,242 Restricted cash - noncurrent 22,977 23,233 27,151 27,426 Cash, cash equivalents and restricted cash $ 201,199 $ 204,946 $ 173,895 $ 169,068 Inventories Inventories consists of consumable bunkers and lubricants, which are stated at the lower of cost or market value, if required. During the three months ended March 31, 2018, the Company opted to break out these inventory assets that were previously classified as Prepaid expenses and other current assets into its own financial statement line item in the Condensed Consolidated Balance Sheets to provide a greater level of detail in the face of the financial statements. Inventories have been increasing as the result of the employment of vessels on spot market voyage charters, which result in higher bunker inventories. This change was made retrospectively for comparability purposes, and there was no effect on the Total current assets as of March 31, 2018 and December 31, 2017 in the Condensed Consolidated Balance Sheets. Vessels, net Vessels, net is stated at cost less accumulated depreciation. Included in vessel costs are acquisition costs directly attributable to the acquisition of a vessel and expenditures made to prepare the vessel for its initial voyage. The Company also capitalizes interest costs for a vessel under construction as a cost which is directly attributable to the acquisition of a vessel. Vessels are depreciated on a straight-line basis over their estimated useful lives, determined to be 25 years from the date of initial delivery from the shipyard. Depreciation expense for vessels for the three months ended March 31, 2018 and 2017 was $15,673 and $16,706, 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 ship noted in lwt. Deferred revenue Deferred revenue primarily relates to cash received from charterers prior to it being earned. These amounts are recognized as income when earned. Additionally, deferred revenue includes estimated customer claims mainly due to time charter performance issues. As of March 31, 2018 and December 31, 2017, the Company had an accrual of $457 and $327, respectively, related to these estimated customer claims. Revenue 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. 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. Pursuant to the new revenue recognition guidance as disclosed in Note 12 — Voyage Revenue, which was adopted during the three months ended March 31, 2018, revenue for spot market voyage charters is now recognized ratably over the total transit time of each voyage, which commences at the time the vessel arrives at the loading port and ends at the time the discharge of cargo is completed at the discharge port. Voyage expense recognition In time charters, spot market-related time charters and pool agreements, operating costs including crews, maintenance and insurance are typically paid by the owner of the vessel and specified voyage costs such as fuel and port charges are paid by the charterer. 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. Refer to Note 12 — Voyage Revenue for further discussion of the accounting for fuel expenses for spot market voyage charters as a result of the new revenue recognition guidance adopted during the three months ended March 31, 2018. 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 any lower of cost or market adjustments, resulted in a net gain (loss) of $855 and ($504) during the three months ended March 31, 2018 and 2017, respectively. Additionally, voyage expenses include the cost of bunkers consumed during short-term time charters pursuant to the terms of the time charter agreement. United States Gross Transportation Tax The Company did not qualify for the Section 883 exemption during the year ended December 31, 2017 and believes that it will not qualify for the Section 883 exemption during the year ended December 31, 2018. In the absence of the exemption, 50% of the Company’s gross shipping income attributable to transportation beginning or ending in the U.S. (but not both beginning and ending in the U.S.) will be subject to a 4% tax without allowance for deductions (the “U.S. gross transportation tax”). During the three months ended March 31, 2018 and 2017, the Company has recorded estimated U.S. gross transportation tax of $213 and $36, respectively, which has been recorded in Voyage expenses in the Condensed Consolidated Statements of Operation. Impairment of vessel assets During the three months ended March 31, 2018 and 2017, the Company recorded $56,402 and $0, respectively, related to the impairment of vessel assets in accordance with Accounting Standards Codification (“ASC”) 360 — “Property, Plant and Equipment” (“ASC 360”). 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 three months ended March 31, 2018. This resulted in an impairment loss of $56,402 during the three months ended March 31, 2018. Gain on sale of vessels During the three months ended March 31, 2018 and 2017, the Company recorded a net gain of $0 and $6,369, respectively, related to the sale of vessels. The net gain of $6,369 recorded during the three months ended March 31, 2017 related primarily to the sale of the Genco Wisdom, the Genco Reliance, the Genco Carrier and the Genco Success. 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 adopted ASU 2017-09 during the first quarter of 2018 and there was no effect on its consolidated financial statements. 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. 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 Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2017. In August 2016, the FASB issued ASU No. 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments” (“ASU 2016-15”). 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. The Company adopted ASU 2016-15 during the first quarter of 2018. The retrospective application of ASU 2016-15 resulted in insurance proceeds for protection and indemnity claims and loss of hire claims to be separately disclosed in the cash flows from operating activities and resulted in insurance proceeds for hull and machinery claims to be separately disclosed in the cash flows from investing activities. These amounts were previously recorded in the cash flows from operating activities as the change in prepaid expenses and other current assets. Additionally, as part of ASU 2016-15, any cash payments for debt prepayment or debt extinguishment costs (including third-party costs, premiums paid and other fees paid to lenders) must be classified as cash outflows for financing activities. Lastly, for any debt instruments that contain interest payable in-kind, any cash payments attributable to the payment of in-kind interest will be classified as cash outflows for operating activities. Refer to the Condensed Consolidated Statements of Cash Flows. 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 be 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 adopted ASU 2016-01 during the first quarter of 2018 and there was no 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 (the “modified retrospective transition method”). In May 2016 and, 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. The Company adopted ASU 2014-09 during the first quarter of 2018 using the modified retrospective transition method applied to those spot market voyage charter contracts which were not completed as of January 1, 2018. Upon adoption, the Company recognized the cumulative effect of adopting this guidance as an adjustment to its opening balance of retained earnings as of January 1, 2018. Prior periods were not retrospectively adjusted. The adoption of ASU 2014-09 did not have a financial impact on the recognition of revenue generated from time charter agreements, spot market-related time charters and pool agreements. Refer to Note 12 — Voyage Revenue for further discussion of the financial impact on the Company’s consolidated financial statements. |
CASH FLOW INFORMATION
CASH FLOW INFORMATION | 3 Months Ended |
Mar. 31, 2018 | |
CASH FLOW INFORMATION | |
CASH FLOW INFORMATION | 3 - CASH FLOW INFORMATION For the three months ended March 31, 2018, the Company had non-cash investing activities not included in the Condensed Consolidated Statement of Cash Flows for items included in Accounts payable and accrued expenses consisting of $64 for the Purchase of other fixed assets. For the three months ended March 31, 2017, the Company had non-cash investing activities not included in the Condensed Consolidated Statement of Cash Flows for items included in Accounts payable and accrued expenses consisting of $1 for the Purchase of vessels, including deposits, $31 for the Purchase of other fixed assets and $41 for the Net proceeds from sale of vessels. Additionally, for the three months ended March 31, 2017, the Company had non-cash investing activities not included in the Condensed Consolidated Statement of Cash Flows for items included in Accounts payable and accrued expenses consisting of $153 associated with the Payment of Series A Preferred Stock issuance costs. During the three months ended March 31, 2018 and 2017, cash paid for interest was $7,530 and $6,728, respectively. During the three months ended March 31, 2018 and 2017, there was no cash paid for estimated income taxes. On February 27, 2018, the Company issued 37,346 restricted stock units and options to purchase 122,608 shares of the Company’s stock at an exercise price of $13.69 to certain individuals. The fair value of these restricted stock units and stock options were $512 and $926, 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 of the Company’s stock at 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. Refer to Note 14 — Stock-Based Compensation for further information regarding the aforementioned grants. |
VESSEL ACQUISITIONS AND DISPOSI
VESSEL ACQUISITIONS AND DISPOSITIONS | 3 Months Ended |
Mar. 31, 2018 | |
VESSEL ACQUISITIONS AND DISPOSITIONS | |
VESSEL ACQUISITIONS AND DISPOSITIONS | 4 - VESSEL ACQUISITIONS AND DISPOSITIONS 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. Refer to Note 1 — General Information for a listing of the delivery dates for the vessels in the Company’s fleet. |
NET LOSS PER SHARE
NET LOSS PER SHARE | 3 Months Ended |
Mar. 31, 2018 | |
NET LOSS PER SHARE | |
NET LOSS PER SHARE | 5 - 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 14 — 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 264,367 and 381,924 nonvested shares outstanding, including RSUs, and the 255,608 and 133,000 stock options outstanding at March 31, 2018 and 2017, respectively, (refer to Note 14 — Stock-Based Compensation), all are anti-dilutive. The Company’s diluted net loss per share will also reflect the assumed conversion of the equity warrants issued when the Company emerged from bankruptcy on July 9, 2014 (the “Effective Date”) and MIP Warrants issued by the Company (refer to Note 14 — Stock-Based Compensation) if the impact is dilutive under the treasury stock method. The equity warrants have a 7-year term which commenced on the day following the Effective Date and are exercisable for one tenth of a share of the Company’s common stock. Of the 0 and 713,122 of unvested MIP Warrants outstanding at March 31, 2018 and 2017, respectively, and 3,936,761 of equity warrants outstanding at March 31, 2018 and 2017, all are anti-dilutive. The components of the denominator for the calculation of basic and diluted net loss per share are as follows: For the Three Months Ended March 31, 2018 2017 Common shares outstanding, basic: Weighted-average common shares outstanding, basic 34,577,990 33,495,738 Common shares outstanding, diluted: Weighted-average common shares outstanding, basic 34,577,990 33,495,738 Dilutive effect of warrants — — Dilutive effect of stock options — — Dilutive effect of restricted stock awards — — Weighted-average common shares outstanding, diluted 34,577,990 33,495,738 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2018 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | 6 - RELATED PARTY TRANSACTIONS During the three months ended March 31, 2018 and 2017, the Company did not identify any related party transactions. |
DEBT
DEBT | 3 Months Ended |
Mar. 31, 2018 | |
DEBT | |
DEBT | 7 – DEBT Long-term debt, net consists of the following: March 31, December 31, 2018 2017 Principal amount $ 504,426 $ 519,083 PIK interest 5,341 5,341 Less: Unamortized debt financing costs (8,459) (9,032) Less: Current portion (24,308) (24,497) Long-term debt, net $ 477,000 $ 490,895 March 31, 2018 December 31, 2017 Unamortized Unamortized Debt Financing Debt Financing Principal Cost Principal Cost $400 Million Credit Facility $ 388,166 $ 5,929 $ 399,600 $ 6,332 $98 Million Credit Facility 91,397 1,247 93,939 1,370 2014 Term Loan Facilities 24,863 1,283 25,544 1,330 PIK interest 5,341 — 5,341 — Total debt $ 509,767 $ 8,459 $ 524,424 $ 9,032 As of March 31, 2018 and December 31, 2017, $8,459 and $9,032 of deferred financing costs, respectively, were presented as a direct deduction within the outstanding debt balance in the Company’s Condensed Consolidated Balance Sheet. Amortization expense for deferred financing costs was $573 and $573 for the three months ended March 31, 2018 and 2017, respectively. This amortization expense is recorded as a component of Interest expense in the Condensed Consolidated Statements of Operations. $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 six of the Company’s prior credit facilities. 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 March 31, 2018, there was no availability under the $400 Million Credit Facility. Total debt repayments of $11,434 and $100 were made during the three months ended March 31, 2018 and 2017, respectively, under the $400 Million Credit Facility. As of March 31, 2018 and December 31, 2017, the total outstanding net debt balance, including PIK interest as defined below, was $387,578 and $398,609, 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 March 31, 2018 and December 31, 2017, has recorded $5,341 of PIK interest which has been recorded in Long-term debt in the Condensed Consolidated Balance Sheet. 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. 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 is 100% of excess cash flow through December 31, 2018, 75% through December 31, 2020 and the lesser 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. During the three months ended March 31, 2018, the Company repaid $11,334 for the excess cash flow sweep based on the cash balance at December 31, 2017. As of March 31, 2018, the excess cash flow sweep was $4,094 and this amount will be due to the lender within 45 days of the end of the reporting period. As such, it had been included in the current portion of the outstanding debt for this facility. At March 31, 2018 and December 31, 2017, the Company has deposited $10,949 and $11,180, respectively, that has been reflected as noncurrent restricted cash which represents restricted pledged liquidity amounts pursuant to the $400 Million Credit Facility and $124 and $0, respectively, that has been reflected as current restricted cash. As of March 31, 2018, the Company believed it was in compliance with all of the financial covenants under the $400 Million Credit Facility. $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 March 31, 2018, there was no availability under the $98 Million Credit Facility. Total debt repayments of $2,542 and $0 were made during the three months ended March 31, 2018 and 2017, respectively, under the $98 Million Credit Facility. As of March 31, 2018 and December 31, 2017, the total outstanding net debt balance was $90,150 and $92,569, 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 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 March 31, 2018 and December 31, 2017, the Company had deposited $5,323 and $7,234, respectively, that has been reflected as current restricted cash. As of March 31, 2018 and December 31, 2017, the Company had deposited $11,713 and $11,738, 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 March 31, 2018, the Company believed it was in compliance with all of the financial covenants under the Restated $98 Million Credit Facility. 2014 Term Loan Facilities On October 8, 2014, Baltic Trading and its wholly-owned subsidiaries, Baltic Hornet Limited and Baltic Wasp Limited, each entered into a loan agreement and related documentation for a credit facility in a principal amount of up to $16,800 with ABN AMRO Capital USA LLC and its affiliates (the “2014 Term Loan Facilities”) to partially finance the newbuilding Ultramax vessel that each subsidiary acquired, namely the Baltic Hornet and Baltic Wasp, respectively. Amounts borrowed under the 2014 Term Loan Facilities may not be reborrowed. The 2014 Term Loan Facilities have a ten-year term, and the facility amount is to be the lowest of 60% of the delivered cost per vessel, $16,800 per vessel, and 60% of the fair market value of each vessel at delivery. The 2014 Term Loan Facilities are insured by the China Export & Credit Insurance Corporation (Sinosure) in order to cover political and commercial risks for 95% of the outstanding principal plus interest, which 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. As of March 31, 2018, the Company had utilized its maximum borrowing capacity, and there was no further availability. Total debt repayments of $681 were made during the three months ended March 31, 2018 and 2017 under the 2014 Term Loan Facilities. At March 31, 2018 and December 31, 2017, the total outstanding net debt balance was $23,580 and $24,214, respectively. 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 under 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 March 31, 2018, the Company believed it was in compliance with all of the financial covenants under the 2014 Term Loan Facilities. Interest rates The following table sets forth the effective interest rate associated with the interest expense for the Company’s debt facilities noted above, including the cost associated with unused commitment fees, if applicable. The following table also includes the range of interest rates on the debt, excluding the impact of unused commitment fees, if applicable: For the Three Months Ended March 31, 2018 2017 Effective Interest Rate 5.83 % 5.01 % Range of Interest Rates (excluding unused commitment fees) 3.83 % to 8.43 % 3.36 % to 7.27 % |
FAIR VALUE OF FINANCIAL INSTRUM
FAIR VALUE OF FINANCIAL INSTRUMENTS | 3 Months Ended |
Mar. 31, 2018 | |
FAIR VALUE OF FINANCIAL INSTRUMENTS | |
FAIR VALUE OF FINANCIAL INSTRUMENTS | 8 - FAIR VALUE OF FINANCIAL INSTRUMENTS The fair values and carrying values of the Company’s financial instruments at March 31, 2018 and December 31, 2017 which are required to be disclosed at fair value, but not recorded at fair value, are noted below. March 31, 2018 December 31, 2017 Carrying Carrying Value Fair Value Value Fair Value Cash and cash equivalents $ 172,775 $ 172,775 $ 174,479 $ 174,479 Restricted cash 28,424 28,424 30,467 30,467 Floating rate debt 509,767 509,767 524,424 524,424 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 7 — Debt for further information regarding the Company’s credit facilities. The carrying amounts of the Company’s other financial instruments at March 31, 2018 and December 31, 2017 (principally Due from charterers and Accounts payable and accrued expenses) approximate fair values because of the relatively short maturity of these instruments. ASC Subtopic 820-10, “Fair Value Measurements & Disclosures” (“ASC 820-10”), applies to all assets and liabilities that are being measured and reported on a fair value basis. This guidance enables the reader of the financial statements to assess the inputs used to develop those measurements by establishing a hierarchy for ranking the quality and reliability of the information used to determine fair values. The fair value framework requires the categorization of assets and liabilities into three levels based upon the assumption (inputs) used to price the assets or liabilities. Level 1 provides the most reliable measure of fair value, whereas Level 3 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 at year-end as determined based on third-party quotes, which are Level 2 inputs. During the three months ended March 31, 2018, the vessels assets for nine of the Company’s vessels were written down as part of the impairment recorded during the three months ended March 31, 2018. Refer to “Impairment of vessel assets” section in Note 2 — Summary of Significant Accounting Policies. The Company did not have any Level 3 financial assets or liabilities as of March 31, 2018 and December 31, 2017. |
PREPAID EXPENSES AND OTHER CURR
PREPAID EXPENSES AND OTHER CURRENT ASSETS | 3 Months Ended |
Mar. 31, 2018 | |
PREPAID EXPENSES AND OTHER CURRENT ASSETS | |
PREPAID EXPENSES AND OTHER CURRENT ASSETS | 9 - PREPAID EXPENSES AND OTHER CURRENT ASSETS Prepaid expenses and other current assets consist of the following: March 31, December 31, 2018 2017 Vessel stores $ 691 $ 642 Capitalized contract costs 483 — Prepaid items 3,880 1,452 Insurance receivable 2,618 3,498 Other 2,206 1,746 Total prepaid expenses and other current assets $ 9,878 $ 7,338 |
FIXED ASSETS
FIXED ASSETS | 3 Months Ended |
Mar. 31, 2018 | |
FIXED ASSETS | |
FIXED ASSETS | 10 - FIXED ASSETS Fixed assets, net consists of the following: March 31, December 31, 2018 2017 Fixed assets, at cost: Vessel equipment $ 1,330 $ 1,375 Furniture and fixtures 462 462 Computer equipment 180 180 Total costs 1,972 2,017 Less: accumulated depreciation and amortization (1,019) (1,003) Total fixed assets, net $ 953 $ 1,014 Depreciation and amortization expense for fixed assets for the three months ended March 31, 2018 and 2017 was $71 and $68, respectively. |
ACCOUNTS PAYABLE AND ACCRUED EX
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | 3 Months Ended |
Mar. 31, 2018 | |
ACCOUNTS PAYABLE AND ACCRUED EXPENSES. | |
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | 11 - ACCOUNTS PAYABLE AND ACCRUED EXPENSES Accounts payable and accrued expenses consist of the following: March 31, December 31, 2018 2017 Accounts payable $ 12,004 $ 9,863 Accrued general and administrative expenses 1,780 2,978 Accrued vessel operating expenses 10,555 10,389 Total accounts payable and accrued expenses $ 24,339 $ 23,230 |
VOYAGE REVENUE
VOYAGE REVENUE | 3 Months Ended |
Mar. 31, 2018 | |
VOYAGE REVENUE | |
VOYAGE REVENUE | 12 – VOYAGE REVENUE Total voyage revenue includes revenue earned on fixed rate time charters, spot market voyage charters, spot market-related time charters and vessel pools, as well as the sale of bunkers consumed during short-term time charters. For the three months ended March 31, 2018 and 2017, the Company earned $76,916 and $38,249 of voyage revenue, respectively. Included in voyage revenue for the three months ended March 31, 2018 and 2017 was $0 and $1,383 of net profit sharing revenue, respectively. On January 1, 2018 the Company adopted the revenue recognition guidance under ASU 2014-09 (refer to Note 2 — Summary of Significant Accounting Policies) using the modified retrospective method applied to contracts that were not completed as of January 1, 2018. The financial results for reporting periods beginning after January 1, 2018 are presented under the new guidance, while prior period amounts are not adjusted and will be continued to be reported under previous guidance. As a result of the adoption of the new revenue recognition guidance on January 1, 2018, the Company recorded a net increase to the opening retained deficit of $659 for the cumulative impact of adopting the new guidance. The impact related primarily to the change in accounting for spot market voyage charters. Prior to the adoption of the new guidance, revenue for spot market voyage charters was recognized ratably over the total transit time of the voyage, which previously commenced the latter of when the vessel departed from its last discharge port and when an agreement was entered into with the charterer, and ended at the time the discharge of cargo was completed at the discharge port. As a result of the adoption of the new guidance, revenue for spot market voyage charters is now being recognized ratably over the total transit time of the voyage which now begins when the vessel arrives at the loading port and ends at the time the discharge of cargo is completed at the discharge port. Additionally, the Company has identified that the contract fulfillment costs of spot market voyage charters consist primarily of the fuel consumption that is incurred by the Company from the latter of the end of the previous vessel employment and the contract date until the arrival at the loading port. The fuel consumption during this period is capitalized and recorded in Prepaid expenses and other current assets in the Condensed Consolidated Balance Sheet and is amortized ratably over the total transit time of the voyage from arrival at the loading port until the vessel departs from the discharge port and expensed as part of Voyage Expenses. Refer also to Note 9 — Prepaid Expenses and Other Current and Noncurrent Assets. The following table illustrates the impact of the adoption of the new revenue recognition guidance on the Condensed Consolidated Balance Sheet: As of March 31, 2018 Balance without Adoption of New Revenue Effect of As Reported Standard Change Assets Current assets: Due from charterers $ 13,286 $ 14,126 $ (840) Prepaid expenses and other current assets 9,878 9,395 483 Liabilities and Equity Current liabilities: Accounts payable and accrued expenses $ 24,339 $ 24,348 $ (9) Deferred revenue 5,104 4,578 526 Equity: Retained deficit $ (710,145) $ (709,271) $ (874) The following table illustrates the impact of the adoption of the new revenue recognition guidance on the Condensed Consolidated Statement of Operations: For the Three Months Ended March 31, 2018 Balance without Adoption of New Revenue Effect of As Reported Standard Change Voyage revenues $ 76,916 $ 77,132 $ (216) Voyage expenses 21,093 21,094 (1) Net loss (55,813) (55,598) (215) Net loss per share-basic $ (1.61) $ (1.61) $ - Net loss per share-diluted $ (1.61) $ (1.61) $ - The following table illustrates the impact of the adoption of the new revenue recognition guidance on the Condensed Consolidated Statement of Cash Flows: For the Three Months Ended March 31, 2018 Balance without Adoption of New Revenue Effect of As Reported Standard Change Cash flows from operating activities: Change in assets and liabilities: Increase in due from charterers $ (1,079) $ (1,271) $ 192 Increase in prepaid expenses and other current assets (3,740) (3,732) (8) Increase in accounts payable and accrued expenses 1,094 1,097 (3) Decrease in deferred revenue (110) (144) 34 The following table illustrates the cumulative effect of the adoption of the new revenue recognition guidance on the opening Condensed Consolidated Balance Sheet: New Balance at Revenue Balance at December 31, Standard January 1, 2017 Adjustment 2018 Assets Current assets: Due from charterers $ 12,855 $ (647) $ 12,208 Prepaid expenses and other current assets 7,338 475 7,813 Liabilities and Equity Current liabilities: Accounts payable and accrued expenses $ 23,230 $ (6) $ 23,224 Deferred revenue 4,722 493 5,215 Equity: Retained deficit $ (653,673) $ (659) $ (654,332) |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 3 Months Ended |
Mar. 31, 2018 | |
COMMITMENTS AND CONTINGENCIES | |
COMMITMENTS AND CONTINGENCIES | 13 - COMMITMENTS AND CONTINGENCIES 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 will commence immediately upon the expiration of such sub-sublease agreement, for a term covering the period from May 1, 2018 to September 30, 2025; the direct lease provides for a free base rental period from May 1, 2018 to September 30, 2018. Following the expiration of the free base rental period, the monthly base rental payments will be $186 per month from October 1, 2018 to April 30, 2023 and $204 per month from May 1, 2023 to September 30, 2025. For accounting purposes, the sub-sublease agreement and direct lease agreement with the landlord constitutes one lease agreement. As a result of the straight-line rent calculation generated by the free rent period and the tenant work credit, the monthly straight-line rental expense for the term from the Effective Date to September 30, 2025 is $150. The Company had a long-term lease obligation at March 31, 2018 and December 31, 2017 of $2,768 and $2,588, respectively. Rent expense pertaining to this lease for the three months ended March 31, 2018 and 2017 was $452 during both periods. Future minimum rental payments on the above lease for the next five years and thereafter are as follows: $647 for the remainder of 2018, $2,230 annually for 2019, 2020, 2021 and 2022, and a total of $6,671 for the remaining term of the lease. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 3 Months Ended |
Mar. 31, 2018 | |
STOCK-BASED COMPENSATION | |
STOCK-BASED COMPENSATION | 14 - STOCK-BASED COMPENSATION 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 shares 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 three months ended March 31, 2018 and 2017, the Company recognized amortization expense of the fair value of these warrants, which is included in General and administrative expenses, as follows: For the Three Months Ended March 31, 2018 2017 General and administrative expenses $ — $ 372 As of March 31, 2018, there was no unamortized stock-based compensation for the warrants and all warrants were vested. The following table summarizes certain information about the warrants outstanding as of March 31, 2018: Warrants Outstanding and Unvested, Warrants Outstanding and Exercisable, March 31, 2018 March 31, 2018 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 2.36 As of March 31, 2018 and December 31, 2017, 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. As of March 31, 2018, all nonvested stock awards granted under the MIP were vested. There were no shares that vested under the MIP during the three months ended March 31, 2018 and 2017. The total fair value is calculated as the number of shares vested during the period multiplied by the fair value on the vesting date. For the three months ended March 31, 2018 and 2017, the Company recognized nonvested stock amortization expense for the MIP restricted shares, which is included in General and administrative expenses, as follows: For the Three Months Ended March 31, 2018 2017 General and administrative expenses $ — $ 152 The Company amortized these grants over the applicable vesting periods, net of anticipated forfeitures. As of March 31, 2018, there was $0 of 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 March 31, 2018, the Company has awarded restricted stock units, restricted stock and stock options under the 2015 Plan. On March 23, 2017, the Board of Directors approved an amendment and restatement of the 2015 Plan. This amendment and restatement increases the number of shares available for awards under the plan from 400,000 to 2,750,000, subject to shareholder approval; sets the annual limit for awards to non-employee directors and other individuals as 500,000 and 1,000,000 shares, respectively; and modifies the change in control definition. The Company’s shareholder’s 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). On February 27, 2018, the Company issued options to purchase 122,608 of the Company’s shares of common stock to certain individuals with an exercise price of $13.69 per share. One-third of the options become exercisable on each of the first three anniversaries of February 27, 2018, with accelerated vesting that may occur following 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 $7.55 per share, or $926 in the aggregate. The assumptions used in the Black-Scholes-Merton option pricing formula are as follows: volatility of 71.94% (representing a blend of the Company’s historical volatility and a peer-based volatility estimate), a risk-free interest rate of 2.53%, a dividend yield of 0%, and expected life of 4.00 years (determined using the simplified method as outlined in SAB Topic 14 due to lack of historical exercise data). For the three months ended March 31, 2018 and 2017, the Company recognized amortization expense of the fair value of these options, which is included in General and administrative expenses, as follows: For the Three Months Ended March 31, 2018 2017 General and administrative expenses $ 123 $ 20 Amortization of the unamortized stock-based compensation balance of $1,143 as of March 31, 2018 is expected to be expensed $608, $392, $127 and $16 during the remainder of 2018 and during the years ended December 31, 2019, 2020 and 2021, respectively. The following table summarizes the unvested option activity for the three months ended March 31, 2018: Weighted Weighted Number of Average Exercise Average Fair Options Price Value Outstanding at January 1, 2018 - Unvested 88,667 $ 11.13 $ 6.41 Granted 122,608 13.69 7.55 Exercisable — — — Exercised — — — Forfeited — — — Outstanding at March 31, 2018 - Unvested 211,275 $ 12.62 $ 7.07 The following table summarizes certain information about the options outstanding as of March 31, 2018: Options Outstanding and Unvested, Options Outstanding and Exercisable, March 31, 2018 March 31, 2018 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 $ 12.36 211,275 $ 12.62 5.52 44,333 $ 11.13 4.98 As of March 31, 2018 and December 31, 2017, a total of 255,608 and 133,000 stock options were outstanding, respectively. Restricted Stock Units The Company has issued restricted stock units (“RSUs”) under the 2015 Plan to certain members of the Board of Directors and certain executives and employees of the Company, 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 March 31, 2018 and December 31, 2017, 118,838 and 118,838 shares of the Company’s common stock were outstanding in respect of the RSUs, respectively. Such shares of common stock 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 executives and employees when their 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 of 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 other individuals vest ratably on each of the three anniversaries of the determined vesting date. The table below summarizes the Company’s unvested RSUs for the three months ended March 31, 2018: Weighted Number of Average Grant RSUs Date Price Outstanding at January 1, 2018 220,129 $ 11.01 Granted 37,436 13.69 Vested — — Forfeited — — Outstanding at March 31, 2018 257,565 $ 11.40 There were no RSUs that vested during the three months ended March 31, 2018 and 2017. The total fair value is calculated as the number of shares vested during the period multiplied by the fair value on the vesting date. The following table summarizes certain information of the RSUs unvested and vested as of March 31, 2018: Unvested RSUs Vested RSUs March 31, 2018 March 31, 2018 Weighted Weighted Average Weighted Average Remaining Average Number of Grant Date Contractual Number of Grant Date RSUs Price Life RSUs Price 257,565 $ 11.40 1.60 171,572 $ 11.39 The Company is amortizing these grants over the applicable vesting periods, net of anticipated forfeitures. As of March 31, 2018, unrecognized compensation cost of $1,542 related to RSUs will be recognized over a weighted-average period of 1.60 years. For the three months ended March 31, 2018 and 2017, the Company recognized nonvested stock amortization expense for the RSUs, which is included in General and administrative expenses as follows: For the Three Months Ended March 31, 2018 2017 General and administrative expenses $ 366 $ 159 Restricted Stock Under the 2015 Plan, grants of restricted common stock issued to executives 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 three months ended March 31, 2018 which were issued under the 2015 Plan: Weighted Number of Average Grant Shares Date Price Outstanding at January 1, 2018 6,802 $ 5.20 Granted — — Vested — — Forfeited — — Outstanding at March 31, 2018 6,802 $ 5.20 There were no shares that vested under the 2015 Plan during the three months ended March 31, 2018 and 2017. The total fair value is calculated as the number of shares vested during the period multiplied by the fair value on the vesting date. For the three months ended March 31, 2018 and 2017, 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 Three Months Ended March 31, 2018 2017 General and administrative expenses $ 3 $ 8 The Company is amortizing these grants over the applicable vesting periods, net of anticipated forfeitures. As of March 31, 2018, unrecognized compensation cost of $8 related to nonvested stock will be recognized over a weighted-average period of 0.63 years. |
LEGAL PROCEEDINGS
LEGAL PROCEEDINGS | 3 Months Ended |
Mar. 31, 2018 | |
LEGAL PROCEEDINGS | |
LEGAL PROCEEDINGS | 15 - 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 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. By a Decision and Order dated April 26, 2018, the New York State Appellate Division, First Department affirmed the dismissal of the amended complaint. The plaintiffs have the ability to file a motion for leave to appeal to the New York State Court of Appeals. 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. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2018 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | 16 – SUBSEQUENT EVENTS On May 8, 2018, the Company entered into a commitment letter for a five-year senior secured credit facility for an amount up to $460,000. Proceeds from the new credit facility are intended to be used to refinance all of our existing credit facilities into one facility and pay down the debt on seven of our oldest vessels, which have been identified for sale. The final maturity date of the facility is to be five years following closing. Borrowings under the facility will bear interest at LIBOR plus 325 basis points through December 31, 2018 and LIBOR plus a range of 300 to 350 basis points thereafter, dependent upon our ratio of total net indebtedness to the last twelve months EBITDA. The mandated lead arrangers and bookrunners for this facility are Nordea Bank AB (publ), New York Branch, Skandinaviska Enskilda Banken AB (publ), ABN AMRO Capital USA LLC, DVB Bank SE, Crédit Agricole Corporate & Investment Bank, and Danish Ship Finance A/S. Under the terms of the proposed new facility, amortization is to be based on a repayment profile in which the loan will be repaid to nil when the average age of the vessels serving as collateral from time to time reaches 17 years, following an initial non-amortization period ending December 31, 2018; the first scheduled quarterly amortization payment on December 31, 2018 is expected to be approximately $15,000; the amortization amount is to be recalculated based on changes in collateral vessels upon our request; acquisitions and additional indebtedness will no longer be prohibited per the terms of our current credit facilities but will be subject to compliance with financial covenants, a collateral maintenance test, and other customary conditions; dividends may be paid after December 31, 2018 (or potentially earlier if the Company elects to accelerate its first amortization payment due December 31, 2018) subject to customary conditions and a limitation of 50% of consolidated net income for any period during which the collateral maintenance test ratio is 200% or less; and collateral vessels can be sold or disposed of without prepayment of the loan if replaced with a new vessel within 120 days having an equal or greater appraised value if we are in compliance with the collateral maintenance test. Key covenants are to include minimum liquidity, with unrestricted cash and cash equivalents to equal or exceed the greater of $30 million and 7.5% of total indebtedness; minimum working capital, with consolidated current assets (excluding restricted cash) minus consolidated current liabilities (excluding the current portion of long-term indebtedness) to be not less than zero; debt to capitalization, with the ratio of total indebtedness to total capitalization to be not more than 70%; and collateral maintenance, with the aggregate appraised value of collateral vessels to be at least 135% of the principal amount of the loan outstanding under the facility. Collateral is to include the current vessels in our fleet other than the seven vessels identified for sale; collateral vessel earnings and insurance; and time charters in excess of 24 months in respect of the collateral vessels. The proposed new facility is subject to completion of definitive documentation and fulfillment of customary conditions precedent. |
SUMMARY OF SIGNIFICANT ACCOUN27
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2018 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Principles of consolidation | Principles of consolidation The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“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. |
Basis of presentation | Basis of presentation The accompanying condensed consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial information and the rules and regulations of the Securities and Exchange Commission (the “SEC”). In the opinion of management of the Company, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and operating results have been included in the statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. These condensed consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s annual report on Form 10-K for the year ended December 31, 2017 (the “2017 10-K”). The results of operations for the three months ended March 31, 2018 are not necessarily indicative of the operating results to be expected for the year ending December 31, 2018. |
Segment reporting | Segment reporting The Company reports financial information and evaluates its operations by charter revenues and not by the length of ship employment for its customers, i.e., spot or time charters. Each of the Company’s vessels serve the same type of customer, have similar operations and maintenance requirements, operate in the same regulatory environment, and are subject to similar economic characteristics. Based on this, the Company has determined that it operates in one reportable segment which is engaged in the ocean transportation of drybulk cargoes worldwide through the ownership and operation of drybulk carrier vessels. |
Restricted cash | Restricted cash Current and non-current restricted cash includes cash that is restricted pursuant to our credit facilities, refer to Note 7 — Debt. The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the Condensed Consolidated Balance Sheets that sum to the total of the same amounts shown in the Condensed Consolidated Statements of Cash Flows: March 31, December 31, March 31, December 31, 2018 2017 2017 2016 Cash and cash equivalents $ 172,775 $ 174,479 $ 138,873 $ 133,400 Restricted cash - current 5,447 7,234 7,871 8,242 Restricted cash - noncurrent 22,977 23,233 27,151 27,426 Cash, cash equivalents and restricted cash $ 201,199 $ 204,946 $ 173,895 $ 169,068 |
Inventories | Inventories Inventories consists of consumable bunkers and lubricants, which are stated at the lower of cost or market value, if required. During the three months ended March 31, 2018, the Company opted to break out these inventory assets that were previously classified as Prepaid expenses and other current assets into its own financial statement line item in the Condensed Consolidated Balance Sheets to provide a greater level of detail in the face of the financial statements. Inventories have been increasing as the result of the employment of vessels on spot market voyage charters, which result in higher bunker inventories. This change was made retrospectively for comparability purposes, and there was no effect on the Total current assets as of March 31, 2018 and December 31, 2017 in the Condensed Consolidated Balance Sheets. |
Vessels, net | Vessels, net Vessels, net is stated at cost less accumulated depreciation. Included in vessel costs are acquisition costs directly attributable to the acquisition of a vessel and expenditures made to prepare the vessel for its initial voyage. The Company also capitalizes interest costs for a vessel under construction as a cost which is directly attributable to the acquisition of a vessel. Vessels are depreciated on a straight-line basis over their estimated useful lives, determined to be 25 years from the date of initial delivery from the shipyard. Depreciation expense for vessels for the three months ended March 31, 2018 and 2017 was $15,673 and $16,706, 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 ship noted in lwt. |
Revenue recognition | Deferred revenue Deferred revenue primarily relates to cash received from charterers prior to it being earned. These amounts are recognized as income when earned. Additionally, deferred revenue includes estimated customer claims mainly due to time charter performance issues. As of March 31, 2018 and December 31, 2017, the Company had an accrual of $457 and $327, respectively, related to these estimated customer claims. Revenue 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. 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. Pursuant to the new revenue recognition guidance as disclosed in Note 12 — Voyage Revenue, which was adopted during the three months ended March 31, 2018, revenue for spot market voyage charters is now recognized ratably over the total transit time of each voyage, which commences at the time the vessel arrives at the loading port and ends at the time the discharge of cargo is completed at the discharge port. |
Voyage expense recognition | Voyage expense recognition In time charters, spot market-related time charters and pool agreements, operating costs including crews, maintenance and insurance are typically paid by the owner of the vessel and specified voyage costs such as fuel and port charges are paid by the charterer. 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. Refer to Note 12 — Voyage Revenue for further discussion of the accounting for fuel expenses for spot market voyage charters as a result of the new revenue recognition guidance adopted during the three months ended March 31, 2018. 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 any lower of cost or market adjustments, resulted in a net gain (loss) of $855 and ($504) during the three months ended March 31, 2018 and 2017, respectively. Additionally, voyage expenses include the cost of bunkers consumed during short-term time charters pursuant to the terms of the time charter agreement. |
United States Gross Transportation Tax | United States Gross Transportation Tax The Company did not qualify for the Section 883 exemption during the year ended December 31, 2017 and believes that it will not qualify for the Section 883 exemption during the year ended December 31, 2018. In the absence of the exemption, 50% of the Company’s gross shipping income attributable to transportation beginning or ending in the U.S. (but not both beginning and ending in the U.S.) will be subject to a 4% tax without allowance for deductions (the “U.S. gross transportation tax”). During the three months ended March 31, 2018 and 2017, the Company has recorded estimated U.S. gross transportation tax of $213 and $36, respectively, which has been recorded in Voyage expenses in the Condensed Consolidated Statements of Operation. |
Impairment of vessel assets | Impairment of vessel assets During the three months ended March 31, 2018 and 2017, the Company recorded $56,402 and $0, respectively, related to the impairment of vessel assets in accordance with Accounting Standards Codification (“ASC”) 360 — “Property, Plant and Equipment” (“ASC 360”). 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 three months ended March 31, 2018. This resulted in an impairment loss of $56,402 during the three months ended March 31, 2018. |
Gain on sale of vessels | Gain on sale of vessels During the three months ended March 31, 2018 and 2017, the Company recorded a net gain of $0 and $6,369, respectively, related to the sale of vessels. The net gain of $6,369 recorded during the three months ended March 31, 2017 related primarily to the sale of the Genco Wisdom, the Genco Reliance, the Genco Carrier and the Genco Success. |
Recent accounting pronouncements | 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 adopted ASU 2017-09 during the first quarter of 2018 and there was no effect on its consolidated financial statements. 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. 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 Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2017. In August 2016, the FASB issued ASU No. 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments” (“ASU 2016-15”). 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. The Company adopted ASU 2016-15 during the first quarter of 2018. The retrospective application of ASU 2016-15 resulted in insurance proceeds for protection and indemnity claims and loss of hire claims to be separately disclosed in the cash flows from operating activities and resulted in insurance proceeds for hull and machinery claims to be separately disclosed in the cash flows from investing activities. These amounts were previously recorded in the cash flows from operating activities as the change in prepaid expenses and other current assets. Additionally, as part of ASU 2016-15, any cash payments for debt prepayment or debt extinguishment costs (including third-party costs, premiums paid and other fees paid to lenders) must be classified as cash outflows for financing activities. Lastly, for any debt instruments that contain interest payable in-kind, any cash payments attributable to the payment of in-kind interest will be classified as cash outflows for operating activities. Refer to the Condensed Consolidated Statements of Cash Flows. 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 be 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 adopted ASU 2016-01 during the first quarter of 2018 and there was no 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 (the “modified retrospective transition method”). In May 2016 and, 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. The Company adopted ASU 2014-09 during the first quarter of 2018 using the modified retrospective transition method applied to those spot market voyage charter contracts which were not completed as of January 1, 2018. Upon adoption, the Company recognized the cumulative effect of adopting this guidance as an adjustment to its opening balance of retained earnings as of January 1, 2018. Prior periods were not retrospectively adjusted. The adoption of ASU 2014-09 did not have a financial impact on the recognition of revenue generated from time charter agreements, spot market-related time charters and pool agreements. Refer to Note 12 — Voyage Revenue for further discussion of the financial impact on the Company’s consolidated financial statements. |
GENERAL INFORMATION (Tables)
GENERAL INFORMATION (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
GENERAL INFORMATION | |
Schedule of wholly owned ship-owning subsidiaries | Below is the list of the Company’s wholly owned ship-owning subsidiaries as of March 31, 2018: Wholly Owned Subsidiaries Vessel Acquired Dwt Delivery Date Year Built Genco Vigour Limited Genco Vigour 73,941 12/15/04 Genco Explorer Limited Genco Explorer 29,952 12/17/04 Genco Progress Limited Genco Progress 29,952 1/12/05 Genco Beauty Limited Genco Beauty 73,941 2/7/05 Genco Knight Limited Genco Knight 73,941 2/16/05 Genco Muse Limited Genco Muse 48,913 10/14/05 Genco Surprise Limited Genco Surprise 72,495 11/17/06 Genco Augustus Limited Genco Augustus 180,151 8/17/07 Genco Tiberius Limited Genco Tiberius 175,874 8/28/07 Genco London Limited Genco London 177,833 9/28/07 Genco Titus Limited Genco Titus 177,729 11/15/07 Genco Challenger Limited Genco Challenger 28,428 12/14/07 Genco Charger Limited Genco Charger 28,398 12/14/07 Genco Warrior Limited Genco Warrior 55,435 12/17/07 Genco Predator Limited Genco Predator 55,407 12/20/07 Genco Hunter Limited Genco Hunter 58,729 12/20/07 Genco Champion Limited Genco Champion 28,445 1/2/08 Genco Constantine Limited Genco Constantine 180,183 2/21/08 Genco Raptor LLC Genco Raptor 76,499 6/23/08 Genco Cavalier LLC Genco Cavalier 53,617 7/17/08 Genco Thunder LLC Genco Thunder 76,588 9/25/08 Genco Hadrian Limited Genco Hadrian 169,025 12/29/08 Genco Commodus Limited Genco Commodus 169,098 7/22/09 Genco Maximus Limited Genco Maximus 169,025 9/18/09 Genco Claudius Limited Genco Claudius 169,001 12/30/09 Genco Bay Limited Genco Bay 34,296 8/24/10 Genco Ocean Limited Genco Ocean 34,409 7/26/10 Genco Avra Limited Genco Avra 34,391 5/12/11 Genco Mare Limited Genco Mare 34,428 7/20/11 Genco Spirit Limited Genco Spirit 34,432 11/10/11 Genco Aquitaine Limited Genco Aquitaine 57,981 8/18/10 Genco Ardennes Limited Genco Ardennes 58,018 8/31/10 Genco Auvergne Limited Genco Auvergne 58,020 8/16/10 Genco Bourgogne Limited Genco Bourgogne 58,018 8/24/10 Genco Brittany Limited Genco Brittany 58,018 9/23/10 Genco Languedoc Limited Genco Languedoc 58,018 9/29/10 Genco Loire Limited Genco Loire 53,430 8/4/10 Genco Lorraine Limited Genco Lorraine 53,417 7/29/10 Genco Normandy Limited Genco Normandy 53,596 8/10/10 Genco Picardy Limited Genco Picardy 55,257 8/16/10 Genco Provence Limited Genco Provence 55,317 8/23/10 Genco Pyrenees Limited Genco Pyrenees 58,018 8/10/10 Genco Rhone Limited Genco Rhone 58,018 3/29/11 Baltic Lion Limited Baltic Lion 179,185 4/8/15 (1) Baltic Tiger Limited Genco Tiger 179,185 4/8/15 (1) Baltic Leopard Limited Baltic Leopard 53,446 4/8/10 (2) Baltic Panther Limited Baltic Panther 53,350 4/29/10 (2) Baltic Cougar Limited Baltic Cougar 53,432 5/28/10 (2) Baltic Jaguar Limited Baltic Jaguar 53,473 5/14/10 (2) Baltic Bear Limited Baltic Bear 177,717 5/14/10 (2) Baltic Wolf Limited Baltic Wolf 177,752 10/14/10 (2) Baltic Wind Limited Baltic Wind 34,408 8/4/10 (2) Baltic Cove Limited Baltic Cove 34,403 8/23/10 (2) Baltic Breeze Limited Baltic Breeze 34,386 10/12/10 (2) Baltic Fox Limited Baltic Fox 31,883 9/6/13 (2) Baltic Hare Limited Baltic Hare 31,887 9/5/13 (2) Baltic Hornet Limited Baltic Hornet 63,574 10/29/14 (2) Baltic Wasp Limited Baltic Wasp 63,389 1/2/15 (2) Baltic Scorpion Limited Baltic Scorpion 63,462 8/6/15 Baltic Mantis Limited Baltic Mantis 63,470 10/9/15 (1) The delivery date for these vessels represents the date that the vessel was purchased from Baltic Trading Limited (“Baltic Trading”). (2) The delivery date for these vessels represents the date that the vessel was delivered to Baltic Trading. |
SUMMARY OF SIGNIFICANT ACCOUN29
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Schedule of restricted cash and cash equivalents | March 31, December 31, March 31, December 31, 2018 2017 2017 2016 Cash and cash equivalents $ 172,775 $ 174,479 $ 138,873 $ 133,400 Restricted cash - current 5,447 7,234 7,871 8,242 Restricted cash - noncurrent 22,977 23,233 27,151 27,426 Cash, cash equivalents and restricted cash $ 201,199 $ 204,946 $ 173,895 $ 169,068 |
NET LOSS PER SHARE (Tables)
NET LOSS PER SHARE (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
NET LOSS PER SHARE | |
Components of denominator for calculation of basic and diluted net loss per share | For the Three Months Ended March 31, 2018 2017 Common shares outstanding, basic: Weighted-average common shares outstanding, basic 34,577,990 33,495,738 Common shares outstanding, diluted: Weighted-average common shares outstanding, basic 34,577,990 33,495,738 Dilutive effect of warrants — — Dilutive effect of stock options — — Dilutive effect of restricted stock awards — — Weighted-average common shares outstanding, diluted 34,577,990 33,495,738 |
DEBT (Tables)
DEBT (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
DEBT | |
Schedule of components of Long-term debt | March 31, December 31, 2018 2017 Principal amount $ 504,426 $ 519,083 PIK interest 5,341 5,341 Less: Unamortized debt financing costs (8,459) (9,032) Less: Current portion (24,308) (24,497) Long-term debt, net $ 477,000 $ 490,895 |
Schedule of long-term debt | March 31, 2018 December 31, 2017 Unamortized Unamortized Debt Financing Debt Financing Principal Cost Principal Cost $400 Million Credit Facility $ 388,166 $ 5,929 $ 399,600 $ 6,332 $98 Million Credit Facility 91,397 1,247 93,939 1,370 2014 Term Loan Facilities 24,863 1,283 25,544 1,330 PIK interest 5,341 — 5,341 — Total debt $ 509,767 $ 8,459 $ 524,424 $ 9,032 |
Schedule of effective interest rate and the range of interest rates on the debt | For the Three Months Ended March 31, 2018 2017 Effective Interest Rate 5.83 % 5.01 % Range of Interest Rates (excluding unused commitment fees) 3.83 % to 8.43 % 3.36 % to 7.27 % |
FAIR VALUE OF FINANCIAL INSTR32
FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
FAIR VALUE OF FINANCIAL INSTRUMENTS | |
Schedule of fair values and carrying values of the Company's financial instruments | March 31, 2018 December 31, 2017 Carrying Carrying Value Fair Value Value Fair Value Cash and cash equivalents $ 172,775 $ 172,775 $ 174,479 $ 174,479 Restricted cash 28,424 28,424 30,467 30,467 Floating rate debt 509,767 509,767 524,424 524,424 |
PREPAID EXPENSES AND OTHER CU33
PREPAID EXPENSES AND OTHER CURRENT ASSETS (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
PREPAID EXPENSES AND OTHER CURRENT ASSETS | |
Schedule of prepaid expenses and other current assets | March 31, December 31, 2018 2017 Vessel stores $ 691 $ 642 Capitalized contract costs 483 — Prepaid items 3,880 1,452 Insurance receivable 2,618 3,498 Other 2,206 1,746 Total prepaid expenses and other current assets $ 9,878 $ 7,338 |
FIXED ASSETS (Tables)
FIXED ASSETS (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
FIXED ASSETS | |
Schedule of fixed assets | March 31, December 31, 2018 2017 Fixed assets, at cost: Vessel equipment $ 1,330 $ 1,375 Furniture and fixtures 462 462 Computer equipment 180 180 Total costs 1,972 2,017 Less: accumulated depreciation and amortization (1,019) (1,003) Total fixed assets, net $ 953 $ 1,014 |
ACCOUNTS PAYABLE AND ACCRUED 35
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
ACCOUNTS PAYABLE AND ACCRUED EXPENSES. | |
Schedule of accounts payable and accrued expenses | March 31, December 31, 2018 2017 Accounts payable $ 12,004 $ 9,863 Accrued general and administrative expenses 1,780 2,978 Accrued vessel operating expenses 10,555 10,389 Total accounts payable and accrued expenses $ 24,339 $ 23,230 |
VOYAGE REVENUE (Tables)
VOYAGE REVENUE (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
VOYAGE REVENUE | |
Schedule of effect of adoption of new revenue recognition guidance | The following table illustrates the impact of the adoption of the new revenue recognition guidance on the Condensed Consolidated Balance Sheet: As of March 31, 2018 Balance without Adoption of New Revenue Effect of As Reported Standard Change Assets Current assets: Due from charterers $ 13,286 $ 14,126 $ (840) Prepaid expenses and other current assets 9,878 9,395 483 Liabilities and Equity Current liabilities: Accounts payable and accrued expenses $ 24,339 $ 24,348 $ (9) Deferred revenue 5,104 4,578 526 Equity: Retained deficit $ (710,145) $ (709,271) $ (874) The following table illustrates the impact of the adoption of the new revenue recognition guidance on the Condensed Consolidated Statement of Operations: For the Three Months Ended March 31, 2018 Balance without Adoption of New Revenue Effect of As Reported Standard Change Voyage revenues $ 76,916 $ 77,132 $ (216) Voyage expenses 21,093 21,094 (1) Net loss (55,813) (55,598) (215) Net loss per share-basic $ (1.61) $ (1.61) $ - Net loss per share-diluted $ (1.61) $ (1.61) $ - The following table illustrates the impact of the adoption of the new revenue recognition guidance on the Condensed Consolidated Statement of Cash Flows: For the Three Months Ended March 31, 2018 Balance without Adoption of New Revenue Effect of As Reported Standard Change Cash flows from operating activities: Change in assets and liabilities: Increase in due from charterers $ (1,079) $ (1,271) $ 192 Increase in prepaid expenses and other current assets (3,740) (3,732) (8) Increase in accounts payable and accrued expenses 1,094 1,097 (3) Decrease in deferred revenue (110) (144) 34 The following table illustrates the cumulative effect of the adoption of the new revenue recognition guidance on the opening Condensed Consolidated Balance Sheet: New Balance at Revenue Balance at December 31, Standard January 1, 2017 Adjustment 2018 Assets Current assets: Due from charterers $ 12,855 $ (647) $ 12,208 Prepaid expenses and other current assets 7,338 475 7,813 Liabilities and Equity Current liabilities: Accounts payable and accrued expenses $ 23,230 $ (6) $ 23,224 Deferred revenue 4,722 493 5,215 Equity: Retained deficit $ (653,673) $ (659) $ (654,332) |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
2014 MIP Plan | |
Stock Awards | |
Schedule of nonvested stock amortization expense | For the Three Months Ended March 31, 2018 2017 General and administrative expenses $ — $ 152 |
2015 EIP Plan | Stock Options | |
Stock Awards | |
Schedule of nonvested stock amortization expense | For the Three Months Ended March 31, 2018 2017 General and administrative expenses $ 123 $ 20 |
Schedule of stock option activity | Weighted Weighted Number of Average Exercise Average Fair Options Price Value Outstanding at January 1, 2018 - Unvested 88,667 $ 11.13 $ 6.41 Granted 122,608 13.69 7.55 Exercisable — — — Exercised — — — Forfeited — — — Outstanding at March 31, 2018 - Unvested 211,275 $ 12.62 $ 7.07 The following table summarizes certain information about the options outstanding as of March 31, 2018: Options Outstanding and Unvested, Options Outstanding and Exercisable, March 31, 2018 March 31, 2018 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 $ 12.36 211,275 $ 12.62 5.52 44,333 $ 11.13 4.98 |
2015 EIP Plan | Restricted Stock Units | |
Stock Awards | |
Schedule of nonvested stock amortization expense | For the Three Months Ended March 31, 2018 2017 General and administrative expenses $ 366 $ 159 |
Summary of nonvested restricted stock units | Weighted Number of Average Grant RSUs Date Price Outstanding at January 1, 2018 220,129 $ 11.01 Granted 37,436 13.69 Vested — — Forfeited — — Outstanding at March 31, 2018 257,565 $ 11.40 There were no RSUs that vested during the three months ended March 31, 2018 and 2017. The total fair value is calculated as the number of shares vested during the period multiplied by the fair value on the vesting date. The following table summarizes certain information of the RSUs unvested and vested as of March 31, 2018: Unvested RSUs Vested RSUs March 31, 2018 March 31, 2018 Weighted Weighted Average Weighted Average Remaining Average Number of Grant Date Contractual Number of Grant Date RSUs Price Life RSUs Price 257,565 $ 11.40 1.60 171,572 $ 11.39 |
2015 EIP Plan | Restricted Stock | |
Stock Awards | |
Schedule of nonvested stock amortization expense | For the Three Months Ended March 31, 2018 2017 General and administrative expenses $ 3 $ 8 |
Summary of nonvested stock awards | Weighted Number of Average Grant Shares Date Price Outstanding at January 1, 2018 6,802 $ 5.20 Granted — — Vested — — Forfeited — — Outstanding at March 31, 2018 6,802 $ 5.20 |
Warrants | 2014 MIP Plan | |
Stock Awards | |
Schedule of nonvested stock amortization expense | For the Three Months Ended March 31, 2018 2017 General and administrative expenses $ — $ 372 |
Summary of warrant activity and warrants outstanding | The following table summarizes certain information about the warrants outstanding as of March 31, 2018: Warrants Outstanding and Unvested, Warrants Outstanding and Exercisable, March 31, 2018 March 31, 2018 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 2.36 |
GENERAL INFORMATION (Details)
GENERAL INFORMATION (Details) - Series A Preferred Stock - USD ($) $ / shares in Units, $ in Thousands | Jan. 04, 2017 | Nov. 15, 2016 | Mar. 31, 2017 |
Summary of Significant Accounting Policies | |||
Common stock authorized for conversion of preferred stock | 27,061,856 | ||
Line of Credit Facility | |||
Preferred stock, par value (in dollars per share) | $ 0.01 | ||
Preferred stock outstanding (in shares) | 27,061,856 | ||
Preferred stock converted into common stock | 27,061,856 | 27,061,856 | |
Private placement | |||
Summary of Significant Accounting Policies | |||
Issuance of stock (in shares) | 27,061,856 | ||
Issuance of stock excluding services (in shares) | 25,773,196 | ||
Share price (in dollars per share) | $ 4.85 | ||
Additional shares issued as commitment fee (in shares) | 1,288,660 | ||
Net proceeds | $ 120,789 |
GENERAL INFORMATION - Vessel De
GENERAL INFORMATION - Vessel Details (Details) | Mar. 31, 2018item |
Genco Vigour Limited | Genco Vigour | |
Vessels | |
Capacity of vessels | 73,941 |
Genco Explorer Limited | Genco Explorer | |
Vessels | |
Capacity of vessels | 29,952 |
Genco Progress Limited | Genco Progress | |
Vessels | |
Capacity of vessels | 29,952 |
Genco Beauty Limited | Genco Beauty | |
Vessels | |
Capacity of vessels | 73,941 |
Genco Knight Limited | Genco Knight | |
Vessels | |
Capacity of vessels | 73,941 |
Genco Muse Limited | Genco Muse | |
Vessels | |
Capacity of vessels | 48,913 |
Genco Surprise Limited | Genco Surprise | |
Vessels | |
Capacity of vessels | 72,495 |
Genco Augustus Limited | Genco Augustus | |
Vessels | |
Capacity of vessels | 180,151 |
Genco Tiberius Limited | Genco Tiberius | |
Vessels | |
Capacity of vessels | 175,874 |
Genco London Limited | Genco London | |
Vessels | |
Capacity of vessels | 177,833 |
Genco Titus Limited | Genco Titus | |
Vessels | |
Capacity of vessels | 177,729 |
Genco Challenger Limited | Genco Challenger | |
Vessels | |
Capacity of vessels | 28,428 |
Genco Charger Limited | Genco Charger | |
Vessels | |
Capacity of vessels | 28,398 |
Genco Warrior Limited | Genco Warrior | |
Vessels | |
Capacity of vessels | 55,435 |
Genco Predator Limited | Genco Predator | |
Vessels | |
Capacity of vessels | 55,407 |
Genco Hunter Limited | Genco Hunter | |
Vessels | |
Capacity of vessels | 58,729 |
Genco Champion Limited | Genco Champion | |
Vessels | |
Capacity of vessels | 28,445 |
Genco Constantine Limited | Genco Constantine | |
Vessels | |
Capacity of vessels | 180,183 |
Genco Raptor LLC | Genco Raptor | |
Vessels | |
Capacity of vessels | 76,499 |
Genco Cavalier LLC | Genco Cavalier | |
Vessels | |
Capacity of vessels | 53,617 |
Genco Thunder LLC | Genco Thunder | |
Vessels | |
Capacity of vessels | 76,588 |
Genco Hadrian Limited | Genco Hadrian | |
Vessels | |
Capacity of vessels | 169,025 |
Genco Commodus Limited | Genco Commodus | |
Vessels | |
Capacity of vessels | 169,098 |
Genco Maximus Limited | Genco Maximus | |
Vessels | |
Capacity of vessels | 169,025 |
Genco Claudius Limited | Genco Claudius | |
Vessels | |
Capacity of vessels | 169,001 |
Genco Bay Limited | Genco Bay | |
Vessels | |
Capacity of vessels | 34,296 |
Genco Ocean Limited | Genco Ocean | |
Vessels | |
Capacity of vessels | 34,409 |
Genco Avra Limited | Genco Avra | |
Vessels | |
Capacity of vessels | 34,391 |
Genco Mare Limited | Genco Mare | |
Vessels | |
Capacity of vessels | 34,428 |
Genco Spirit Limited | Genco Spirit | |
Vessels | |
Capacity of vessels | 34,432 |
Genco Aquitaine Limited | Genco Aquitaine | |
Vessels | |
Capacity of vessels | 57,981 |
Genco Ardennes Limited | Genco Ardennes | |
Vessels | |
Capacity of vessels | 58,018 |
Genco Auvergne Limited | Genco Auvergne | |
Vessels | |
Capacity of vessels | 58,020 |
Genco Bourgogne Limited | Genco Bourgogne | |
Vessels | |
Capacity of vessels | 58,018 |
Genco Brittany Limited | Genco Brittany | |
Vessels | |
Capacity of vessels | 58,018 |
Genco Languedoc Limited | Genco Languedoc | |
Vessels | |
Capacity of vessels | 58,018 |
Genco Loire Limited | Genco Loire | |
Vessels | |
Capacity of vessels | 53,430 |
Genco Lorraine Limited | Genco Lorraine | |
Vessels | |
Capacity of vessels | 53,417 |
Genco Normandy Limited | Genco Normandy | |
Vessels | |
Capacity of vessels | 53,596 |
Genco Picardy Limited | Genco Picardy | |
Vessels | |
Capacity of vessels | 55,257 |
Genco Provence Limited | Genco Provence | |
Vessels | |
Capacity of vessels | 55,317 |
Genco Pyrenees Limited | Genco Pyrenees | |
Vessels | |
Capacity of vessels | 58,018 |
Genco Rhone Limited | Genco Rhone | |
Vessels | |
Capacity of vessels | 58,018 |
Baltic Lion Limited | Baltic Lion | |
Vessels | |
Capacity of vessels | 179,185 |
Baltic Tiger Limited | Genco Tiger | |
Vessels | |
Capacity of vessels | 179,185 |
Baltic Leopard Limited | Baltic Leopard | |
Vessels | |
Capacity of vessels | 53,446 |
Baltic Panther Limited | Baltic Panther | |
Vessels | |
Capacity of vessels | 53,350 |
Baltic Cougar Limited | Baltic Cougar | |
Vessels | |
Capacity of vessels | 53,432 |
Baltic Jaguar Limited | Baltic Jaguar | |
Vessels | |
Capacity of vessels | 53,473 |
Baltic Bear Limited | Baltic Bear | |
Vessels | |
Capacity of vessels | 177,717 |
Baltic Wolf Limited | Baltic Wolf | |
Vessels | |
Capacity of vessels | 177,752 |
Baltic Wind Limited | Baltic Wind | |
Vessels | |
Capacity of vessels | 34,408 |
Baltic Cove Limited | Baltic Cove | |
Vessels | |
Capacity of vessels | 34,403 |
Baltic Breeze Limited | Baltic Breeze | |
Vessels | |
Capacity of vessels | 34,386 |
Baltic Fox Limited | Baltic Fox | |
Vessels | |
Capacity of vessels | 31,883 |
Baltic Hare Limited | Baltic Hare | |
Vessels | |
Capacity of vessels | 31,887 |
Baltic Hornet Limited | Baltic Hornet | |
Vessels | |
Capacity of vessels | 63,574 |
Baltic Wasp Limited | Baltic Wasp | |
Vessels | |
Capacity of vessels | 63,389 |
Baltic Scorpion Limited | Baltic Scorpion | |
Vessels | |
Capacity of vessels | 63,462 |
Baltic Mantis Limited | Baltic Mantis | |
Vessels | |
Capacity of vessels | 63,470 |
SUMMARY OF SIGNIFICANT ACCOUN40
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Segment (Details) | 3 Months Ended |
Mar. 31, 2018segment | |
Segment reporting | |
Number of reportable segments | 1 |
SUMMARY OF SIGNIFICANT ACCOUN41
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Restricted Cash (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 | Mar. 31, 2017 | Dec. 31, 2016 |
Restricted Cash | ||||
Cash and cash equivalents | $ 172,775 | $ 174,479 | $ 138,873 | $ 133,400 |
Restricted cash - current | 5,447 | 7,234 | 7,871 | 8,242 |
Restricted cash - noncurrent | 22,977 | 23,233 | 27,151 | 27,426 |
Cash, cash equivalents and restricted cash | $ 201,199 | $ 204,946 | $ 173,895 | $ 169,068 |
SUMMARY OF SIGNIFICANT ACCOUN42
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Vessels, net (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018USD ($)$ / item | Mar. 31, 2017USD ($) | |
Vessels, net | ||
Estimated useful life | 25 years | |
Depreciation and amortization | $ 16,886 | $ 18,173 |
Estimated scrap value (in dollars per lightweight ton) | $ / item | 310 | |
Vessels | ||
Vessels, net | ||
Depreciation and amortization | $ 15,673 | $ 16,706 |
SUMMARY OF SIGNIFICANT ACCOUN43
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Revenue and Voyage Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Deferred revenue and revenue recognition | |||
Accrual related to estimated customer claims | $ 457 | $ 327 | |
Voyage expense recognition | |||
Net gain (loss) on purchase and sale of bunker fuel and LCM adjustments | $ 855 | $ (504) |
SUMMARY OF SIGNIFICANT ACCOUN44
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Percentage of gross shipping income attributable to transportation beginning or ending in the U.S. will be subject to a 4% tax without allowance for deductions | 50.00% | |
Percentage of tax without allowance for deductions on gross shipping income attributable to transportation beginning or ending in the U.S. | 4.00% | |
Gross transportation tax | $ 213 | $ 36 |
SUMMARY OF SIGNIFICANT ACCOUN45
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Impairment (Details) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2018USD ($) | Mar. 31, 2017USD ($) | Feb. 27, 2018item | |
Impairment of long-lived assets | |||
Impairment of vessel assets | $ 56,402 | $ 0 | |
Genco Cavalier, Genco Loire, Genco Lorraine, Genco Muse, Genco Normandy, Baltic Cougar, Baltic Jaguar, Baltic Leopard and Baltic Panther | |||
Impairment of long-lived assets | |||
Impairment of vessel assets | $ 56,402 | ||
Number impaired vessel assets | item | 9 |
SUMMARY OF SIGNIFICANT ACCOUN46
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Sale of Vessels (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Gain on sale of vessels | ||
Gain on sale of vessels | $ 0 | $ 6,369 |
Genco Wisdom, Genco Reliance, Genco Carrier, and Genco Success | ||
Gain on sale of vessels | ||
Gain on sale of vessels | $ 6,369 |
CASH FLOW INFORMATION (Details)
CASH FLOW INFORMATION (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Non-cash investing and financing activities | ||
Cash paid for interest | $ 7,530 | $ 6,728 |
Cash paid for estimated income taxes | 0 | 0 |
Accounts payable and accrued expenses | ||
Non-cash investing and financing activities | ||
Non-cash investing activities purchase of other fixed assets | $ 64 | 31 |
Non-cash investing activities purchase of vessels, including deposits | 1 | |
Net proceeds from sale of vessels | 41 | |
Payment of Series A Preferred Stock issuance costs | $ 153 |
CASH FLOW INFORMATION - Stock-B
CASH FLOW INFORMATION - Stock-Based Compensation (Details) - USD ($) $ / shares in Units, $ in Thousands | Feb. 27, 2018 | May 17, 2017 | Mar. 23, 2017 | Mar. 31, 2018 |
Restricted Stock Units | Directors | ||||
Non-cash investing and financing activities | ||||
Granted (in shares) | 25,197 | |||
Aggregate fair value | $ 255 | |||
2015 EIP Plan | Restricted Stock Units | ||||
Non-cash investing and financing activities | ||||
Granted (in shares) | 37,346 | 37,436 | ||
Aggregate fair value | $ 512 | |||
2015 EIP Plan | Restricted Stock Units | John C. Wobensmith | ||||
Non-cash investing and financing activities | ||||
Granted (in shares) | 292,398 | |||
Aggregate fair value | $ 3,254 | |||
2015 EIP Plan | Stock Options | ||||
Non-cash investing and financing activities | ||||
Options to purchase (in shares) | 122,608 | 122,608 | ||
Exercise price | $ 13.69 | $ 13.69 | ||
Aggregate fair value | $ 926 | |||
2015 EIP Plan | Stock Options | John C. Wobensmith | ||||
Non-cash investing and financing activities | ||||
Options to purchase (in shares) | 133,000 | |||
Exercise price | $ 11.13 | |||
Aggregate fair value | $ 853 |
VESSEL ACQUISITIONS AND DISPO49
VESSEL ACQUISITIONS AND DISPOSITIONS (Details) - USD ($) $ in Thousands | May 16, 2017 | Mar. 19, 2017 | Feb. 16, 2017 | Feb. 09, 2017 | Jan. 09, 2017 |
Genco Prosperity | |||||
VESSEL ACQUISITIONS | |||||
Sale of assets | $ 3,050 | ||||
Broker commission (as a percent) | 3.50% | ||||
Genco Success | |||||
VESSEL ACQUISITIONS | |||||
Sale of assets | $ 2,800 | ||||
Broker commission (as a percent) | 3.00% | ||||
Genco Carrier | |||||
VESSEL ACQUISITIONS | |||||
Sale of assets | $ 3,560 | ||||
Brokerage commission | $ 92 | ||||
Genco Reliance | |||||
VESSEL ACQUISITIONS | |||||
Sale of assets | $ 3,500 | ||||
Broker commission (as a percent) | 3.50% | ||||
Genco Wisdom | |||||
VESSEL ACQUISITIONS | |||||
Sale of assets | $ 3,250 | ||||
Broker commission (as a percent) | 3.50% |
NET LOSS PER SHARE (Details)
NET LOSS PER SHARE (Details) - shares | Jul. 10, 2014 | Mar. 31, 2018 | Mar. 31, 2017 |
Common shares outstanding, basic: | |||
Weighted average common shares outstanding - Basic (in shares) | 34,577,990 | 33,495,738 | |
Common shares outstanding, diluted: | |||
Weighted average common shares outstanding - Basic (in shares) | 34,577,990 | 33,495,738 | |
Weighted-average common shares outstanding, diluted (in shares) | 34,577,990 | 33,495,738 | |
Nonvested Awards, including Restricted Units | |||
Anti-dilutive shares (in shares) | 264,367 | 381,924 | |
Stock Options | |||
Anti-dilutive shares (in shares) | 255,608 | 133,000 | |
Warrants | |||
Anti-dilutive shares (in shares) | 0 | 713,122 | |
Equity Warrants | |||
Anti-dilutive shares (in shares) | 3,936,761 | 3,936,761 | |
Warrants | |||
Nonvested shares outstanding | 0 | 713,122 | |
Equity Warrants | |||
Nonvested shares outstanding | 3,936,761 | 3,936,761 | |
Equity warrant term | 7 years | ||
Number of shares of new stock in which each warrant or right can be converted | 0.10 | ||
Nonvested Awards, including Restricted Units | |||
Nonvested shares outstanding | 264,367 | 381,924 | |
Stock Options | |||
Stock options outstanding - nonvested and exercisable | 255,608 | 133,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
RELATED PARTY TRANSACTIONS | ||
Related party transactions | $ 0 | $ 0 |
DEBT - Components of Long-term
DEBT - Components of Long-term Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 | Nov. 10, 2016 | Nov. 04, 2015 |
Line of Credit Facility | ||||
Principal amount | $ 504,426 | $ 519,083 | ||
Principal, including PIK interest | 509,767 | 524,424 | ||
PIK interest | 5,341 | 5,341 | ||
Less: Unamortized debt financing costs | (8,459) | (9,032) | ||
Less: Current portion | (24,308) | (24,497) | ||
Long-term debt, net | 477,000 | 490,895 | ||
Secured Debt | $400 Million Credit Facility | ||||
Line of Credit Facility | ||||
Principal amount | 388,166 | 399,600 | ||
PIK interest | 5,341 | |||
Less: Unamortized debt financing costs | (5,929) | (6,332) | ||
Maximum borrowing capacity | 400,000 | 400,000 | $ 400,000 | |
Secured Debt | 2014 Term Loan Facilities | ||||
Line of Credit Facility | ||||
Principal amount | 24,863 | 25,544 | ||
Less: Unamortized debt financing costs | (1,283) | (1,330) | ||
Line of Credit Facility | $98 Million Credit Facility | ||||
Line of Credit Facility | ||||
Principal amount | 91,397 | 93,939 | ||
Less: Unamortized debt financing costs | (1,247) | (1,370) | ||
Maximum borrowing capacity | $ 98,000 | $ 98,000 | $ 98,000 |
DEBT - Expenses (Details)
DEBT - Expenses (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Line of Credit Facility | |||
Deferred financing costs, noncurrent | $ 8,459 | $ 9,032 | |
Amortization of deferred financing costs | 573 | $ 573 | |
Interest Expense | |||
Line of Credit Facility | |||
Amortization of deferred financing costs | $ 573 | $ 573 |
DEBT - $400 Million Credit Faci
DEBT - $400 Million Credit Facility (Details) $ in Thousands | Nov. 15, 2016item | Nov. 14, 2016USD ($) | Nov. 10, 2016USD ($)item | Mar. 31, 2018USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2017USD ($)item | Dec. 31, 2016USD ($) |
Line of Credit Facility | |||||||
PIK interest | $ 5,341 | $ 5,341 | |||||
Restricted cash, non-current | 22,977 | $ 27,151 | 23,233 | $ 27,426 | |||
Restricted cash, current | 5,447 | 7,871 | 7,234 | $ 8,242 | |||
Secured Debt | $400 Million Credit Facility | |||||||
Line of Credit Facility | |||||||
Maximum borrowing capacity | $ 400,000 | 400,000 | $ 400,000 | ||||
Number of prior credit facilities refinanced | item | 6 | ||||||
Number of vessels mortgaged | item | 45 | ||||||
Number of vessels sold | item | 5 | ||||||
Drawdowns during the period | $ 400,000 | ||||||
Remaining borrowing capacity | 0 | ||||||
Repayments of Secured Debt | 11,434 | $ 100 | |||||
Principal including PIK interest | 387,578 | $ 398,609 | |||||
PIK interest | 5,341 | ||||||
PIK interest (as a percent) | 1.50% | ||||||
Maximum total indebtedness to total capitalization | 0.70 | ||||||
Minimum working capital required | $ 0 | ||||||
Repayments for the excess cash flow sweep | 11,334 | ||||||
Excess cash flow sweep | $ 4,094 | ||||||
Excess cash flow sweep period | 45 days | ||||||
Restricted cash, non-current | $ 10,949 | 11,180 | |||||
Restricted cash, current | $ 124 | $ 0 | |||||
Secured Debt | $400 Million Credit Facility | Through December 31, 2018 | |||||||
Line of Credit Facility | |||||||
Amortization payments per quarter | 100 | ||||||
Minimum cash balance required per vessel owned | $ 250 | ||||||
Cash flow sweep (as a percent) | 100.00% | ||||||
Secured Debt | $400 Million Credit Facility | From March 31, 2019 through December 31, 2020 | |||||||
Line of Credit Facility | |||||||
Amortization payments per quarter | $ 7,610 | ||||||
Secured Debt | $400 Million Credit Facility | From March 31, 2021 through September 30, 2021 | |||||||
Line of Credit Facility | |||||||
Amortization payments per quarter | 18,571 | ||||||
Secured Debt | $400 Million Credit Facility | Period Upon Final Maturity On November 15 2021 | |||||||
Line of Credit Facility | |||||||
Amortization payments per quarter | $ 282,605 | ||||||
Secured Debt | $400 Million Credit Facility | From June 30, 2018 to December 30, 2018 | |||||||
Line of Credit Facility | |||||||
Collateral security maintenance test (as a percent) | 105.00% | ||||||
Secured Debt | $400 Million Credit Facility | From December 31, 2018 to December 30, 2020 | |||||||
Line of Credit Facility | |||||||
Collateral security maintenance test (as a percent) | 115.00% | ||||||
Cash flow sweep (as a percent) | 75.00% | ||||||
Prepayment under cash sweep required | $ 0 | ||||||
Threshold initial aggregate prepayments limit for prepayment under cash sweep | $ 10,000 | ||||||
Secured Debt | $400 Million Credit Facility | After December 30, 2020 | |||||||
Line of Credit Facility | |||||||
Collateral security maintenance test (as a percent) | 135.00% | ||||||
Secured Debt | $400 Million Credit Facility | After December 31, 2020 | |||||||
Line of Credit Facility | |||||||
Cash flow sweep option one (as a percent) | 50.00% | ||||||
Vessel age repayment period | 15 years | ||||||
Secured Debt | $400 Million Credit Facility | From January 1, 2019 To December 31, 2019 | |||||||
Line of Credit Facility | |||||||
Minimum cash balance required per vessel owned | $ 400 | ||||||
Secured Debt | $400 Million Credit Facility | After January 1, 2020 | |||||||
Line of Credit Facility | |||||||
Minimum cash balance required per vessel owned | $ 700 | ||||||
Secured Debt | $400 Million Credit Facility | LIBOR | |||||||
Line of Credit Facility | |||||||
Reference rate | three-month LIBOR | ||||||
Applicable margin over reference rate (as a percent) | 3.75% |
DEBT - $98M Credit Facility (De
DEBT - $98M Credit Facility (Details) $ in Thousands | Nov. 10, 2015USD ($) | Nov. 04, 2015USD ($)subsidiaryitem | Mar. 31, 2018USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Nov. 15, 2016USD ($) |
Line of Credit Facility | |||||||
Restricted cash, current | $ 5,447 | $ 7,871 | $ 7,234 | $ 8,242 | |||
Restricted cash, non-current | 22,977 | 27,151 | 23,233 | $ 27,426 | |||
Line of Credit Facility | $98 Million Credit Facility | |||||||
Line of Credit Facility | |||||||
Number of wholly owned subsidiaries | subsidiary | 13 | ||||||
Maximum borrowing capacity | $ 98,000 | 98,000 | 98,000 | ||||
Drawdowns during the period | $ 98,271 | ||||||
Remaining borrowing capacity | 0 | ||||||
Repayment of line of credit facility | 2,542 | $ 0 | |||||
Long-term debt | 90,150 | 92,569 | |||||
Fixed amortization payment for the first two years | $ 0 | ||||||
Period without fixed amortization schedule | 2 years | ||||||
Amount of periodic payment | $ 2,500 | ||||||
Maximum collateral required for prepayment of loan (as a percent) | 182.00% | ||||||
Number of collateral vessels | item | 13 | ||||||
Minimum cash required to be maintained by each collateralized vessel | $ 750 | ||||||
Collateral security maintenance test (as a percent) | 140.00% | ||||||
Restricted cash, current | 5,323 | 7,234 | |||||
Restricted cash, non-current | $ 11,713 | $ 11,738 | |||||
Line of Credit Facility | $98 Million Credit Facility | LIBOR | |||||||
Line of Credit Facility | |||||||
Reference rate | three-month LIBOR | ||||||
Applicable margin over reference rate for interest payable | 6.125% | ||||||
Line of Credit Facility | $98 Million Credit Facility | Minimum | |||||||
Line of Credit Facility | |||||||
Loan repayment requirement to have the ability to pay dividends after December 31, 2018 | $ 25,000 |
DEBT - 2014 Term Loan (Details)
DEBT - 2014 Term Loan (Details) - Secured Debt - 2014 Term Loan Facilities $ in Thousands | Oct. 08, 2014USD ($)installment | Mar. 31, 2018USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2017USD ($) | Nov. 15, 2016 |
Line of Credit Facility | |||||
Term of facilities | 10 years | ||||
Maximum facility amount of delivered cost per vessel (as a percent) | 60.00% | ||||
Maximum facility amount of delivered cost per vessel | $ 16,800 | ||||
Maximum facility amount of fair market value per vessel at delivery (as a percent) | 60.00% | ||||
Percentage of outstanding principal plus interest insured | 95.00% | ||||
Number of semi-annual installments in which the credit facility is to be repaid | installment | 20 | ||||
Amount due per installment (as a percent) | 4.16% | ||||
Balloon payment of facility amount due at maturity (as a percent) | 16.67% | ||||
Remaining borrowing capacity | $ 0 | ||||
Repayments of Secured Debt | 681 | $ 681 | |||
Long-term debt | $ 23,580 | $ 24,214 | |||
LIBOR | |||||
Line of Credit Facility | |||||
Reference rate | three or six-month LIBOR | ||||
Applicable margin over reference rate (as a percent) | 2.50% | ||||
Baltic Hornet | |||||
Line of Credit Facility | |||||
Maximum borrowing capacity | $ 16,800 | ||||
Period after latest vessel delivery date for first periodic repayment | 6 months | ||||
Baltic Wasp | |||||
Line of Credit Facility | |||||
Maximum borrowing capacity | $ 16,800 | ||||
Period after latest vessel delivery date for first periodic repayment | 6 months | ||||
From December 31, 2017 To June 29, 2018 | |||||
Line of Credit Facility | |||||
Collateral security maintenance test (as a percent) | 100.00% | ||||
From June 30, 2018 to December 30, 2018 | |||||
Line of Credit Facility | |||||
Collateral security maintenance test (as a percent) | 105.00% | ||||
From December 31, 2018 To December 30, 2019 | |||||
Line of Credit Facility | |||||
Collateral security maintenance test (as a percent) | 115.00% | ||||
From December 31, 2019 To End Date of Facilities | |||||
Line of Credit Facility | |||||
Collateral security maintenance test (as a percent) | 135.00% |
DEBT - Interest Rates (Details)
DEBT - Interest Rates (Details) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Interest rates on debt | ||
Effective Interest Rate (as a percent) | 5.83% | 5.01% |
Minimum | ||
Interest rates on debt | ||
Range of interest rates (excluding unused commitment fees) | 3.83% | 3.36% |
Maximum | ||
Interest rates on debt | ||
Range of interest rates (excluding unused commitment fees) | 8.43% | 7.27% |
FAIR VALUE OF FINANCIAL INSTR58
FAIR VALUE OF FINANCIAL INSTRUMENTS - RECURRING (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 | Nov. 10, 2016 | Nov. 04, 2015 |
Fair value of financial instruments | ||||
Floating rate debt | $ 509,767 | $ 524,424 | ||
Secured Debt | $400 Million Credit Facility | ||||
Fair value of financial instruments | ||||
Face amount of term loan facility | 400,000 | 400,000 | $ 400,000 | |
Line of Credit Facility | $98 Million Credit Facility | ||||
Fair value of financial instruments | ||||
Face amount of term loan facility | 98,000 | 98,000 | $ 98,000 | |
Carrying Value | ||||
Fair value of financial instruments | ||||
Cash and cash equivalents | 172,775 | 174,479 | ||
Restricted cash | 28,424 | 30,467 | ||
Floating rate debt | 509,767 | 524,424 | ||
Fair value | ||||
Fair value of financial instruments | ||||
Cash and cash equivalents | 172,775 | 174,479 | ||
Restricted cash | 28,424 | 30,467 | ||
Floating rate debt | $ 509,767 | $ 524,424 |
FAIR VALUE OF FINANCIAL INSTR59
FAIR VALUE OF FINANCIAL INSTRUMENTS - NONRECURRING (Details) | 3 Months Ended |
Mar. 31, 2018item | |
Fair Value, Measurements, Nonrecurring | |
Fair value of financial instruments | |
Number of vessels written down as part of impairment | 9 |
PREPAID EXPENSES AND OTHER CU60
PREPAID EXPENSES AND OTHER CURRENT ASSETS (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Jan. 02, 2018 | Dec. 31, 2017 |
PREPAID EXPENSES AND OTHER CURRENT ASSETS | |||
Vessel Stores | $ 691 | $ 642 | |
Capitalized contract costs | 483 | ||
Prepaid items | 3,880 | 1,452 | |
Insurance receivable | 2,618 | 3,498 | |
Other | 2,206 | 1,746 | |
Total prepaid expenses and other current assets | $ 9,878 | $ 7,813 | $ 7,338 |
FIXED ASSETS (Details)
FIXED ASSETS (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
FIXED ASSETS | |||
Total costs | $ 1,972 | $ 2,017 | |
Less: accumulated depreciation and amortization | (1,019) | (1,003) | |
Total fixed assets, net | 953 | 1,014 | |
Depreciation and amortization | 16,886 | $ 18,173 | |
Detail of Fixed Assets, Excluding Vessels | |||
FIXED ASSETS | |||
Depreciation and amortization | 71 | $ 68 | |
Vessel equipment | |||
FIXED ASSETS | |||
Total costs | 1,330 | 1,375 | |
Furniture and fixtures | |||
FIXED ASSETS | |||
Total costs | 462 | 462 | |
Computer equipment | |||
FIXED ASSETS | |||
Total costs | $ 180 | $ 180 |
ACCOUNTS PAYABLE AND ACCRUED 62
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Jan. 02, 2018 | Dec. 31, 2017 |
ACCOUNTS PAYABLE AND ACCRUED EXPENSES. | |||
Accounts payable | $ 12,004 | $ 9,863 | |
Accrued general and administrative expenses | 1,780 | 2,978 | |
Accrued vessel operating expenses | 10,555 | 10,389 | |
Total accounts payable and accrued expenses | $ 24,339 | $ 23,224 | $ 23,230 |
VOYAGE REVENUE (Details)
VOYAGE REVENUE (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | ||||
Mar. 31, 2018 | Mar. 31, 2017 | Jan. 02, 2018 | Jan. 01, 2018 | Dec. 31, 2017 | |
Revenue from Time Charters | |||||
Revenues | $ 76,916 | $ 38,249 | |||
Voyage Expenses | 21,093 | 3,241 | |||
Net loss | $ (55,813) | $ (15,600) | |||
Net loss per share-basic | $ (1.61) | $ (0.47) | |||
Net loss per share-diluted | $ (1.61) | $ (0.47) | |||
Current Assets: | |||||
Due from charterers | $ 13,286 | $ 12,208 | $ 12,855 | ||
Prepaid expenses and other current assets | 9,878 | 7,813 | 7,338 | ||
Current liabilities: | |||||
Accounts payable and accrued expenses | 24,339 | 23,224 | 23,230 | ||
Deferred revenue | 5,104 | 5,215 | 4,722 | ||
Equity | |||||
Retained deficit | (710,145) | $ (654,332) | $ (653,673) | ||
Change in assets and liabilities: | |||||
Increase in due from charterers | (1,079) | $ 1,313 | |||
Increase in prepaid expenses and other current assets | (3,740) | (2,650) | |||
Increase in accounts payable and accrued expenses | 1,094 | (3,184) | |||
Decrease in deferred revenue | (110) | 28 | |||
Voyage | |||||
Revenue from Time Charters | |||||
Revenues | 76,916 | 38,249 | |||
Profit Sharing | |||||
Revenue from Time Charters | |||||
Revenues | 0 | $ 1,383 | |||
Accounting Standards Update 2014-09 | Calculated under Revenue Guidance in Effect before Topic 606 | |||||
Revenue from Time Charters | |||||
Voyage Expenses | 21,094 | ||||
Net loss | $ (55,598) | ||||
Net loss per share-basic | $ (1.61) | ||||
Net loss per share-diluted | $ (1.61) | ||||
Current Assets: | |||||
Due from charterers | $ 14,126 | ||||
Prepaid expenses and other current assets | 9,395 | ||||
Current liabilities: | |||||
Accounts payable and accrued expenses | 24,348 | ||||
Deferred revenue | 4,578 | ||||
Equity | |||||
Retained deficit | (709,271) | ||||
Change in assets and liabilities: | |||||
Increase in due from charterers | (1,271) | ||||
Increase in prepaid expenses and other current assets | (3,732) | ||||
Increase in accounts payable and accrued expenses | 1,097 | ||||
Decrease in deferred revenue | (144) | ||||
Accounting Standards Update 2014-09 | Calculated under Revenue Guidance in Effect before Topic 606 | Voyage | |||||
Revenue from Time Charters | |||||
Revenues | 77,132 | ||||
Accounting Standards Update 2014-09 | Difference between Revenue Guidance in Effect before and after Topic 606 | |||||
Revenue from Time Charters | |||||
Voyage Expenses | (1) | ||||
Net loss | (215) | ||||
Current Assets: | |||||
Due from charterers | (840) | $ (647) | |||
Prepaid expenses and other current assets | 483 | 475 | |||
Current liabilities: | |||||
Accounts payable and accrued expenses | (9) | (6) | |||
Deferred revenue | 526 | 493 | |||
Equity | |||||
Retained deficit | (874) | $ (659) | |||
Change in assets and liabilities: | |||||
Increase in due from charterers | 192 | ||||
Increase in prepaid expenses and other current assets | (8) | ||||
Increase in accounts payable and accrued expenses | (3) | ||||
Decrease in deferred revenue | 34 | ||||
Accounting Standards Update 2014-09 | Difference between Revenue Guidance in Effect before and after Topic 606 | Voyage | |||||
Revenue from Time Charters | |||||
Revenues | $ (216) |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Thousands | Apr. 04, 2011 | Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 |
Commitments and contingencies | ||||
Long-term lease obligations | $ 2,768 | $ 2,588 | ||
Lease agreement entered into April 2011 | ||||
Commitments and contingencies | ||||
Lease term | 7 years | |||
Obligation of sublessor towards the cost of alterations of office space | $ 472 | |||
Long-term lease obligations | 2,768 | $ 2,588 | ||
Rent expense | 452 | $ 452 | ||
Future minimum rental payments | ||||
Remainder of 2018 | 647 | |||
2,019 | 2,230 | |||
2,020 | 2,230 | |||
2,021 | 2,230 | |||
2,022 | 2,230 | |||
Remaining term of the lease | 6,671 | |||
Lease agreement entered into April 2011 | Period from October 1, 2018 to April 30, 2023 | ||||
Commitments and contingencies | ||||
Monthly rental payment | 186 | |||
Lease agreement entered into April 2011 | Period from May 1, 2023 to September 30, 2025 | ||||
Commitments and contingencies | ||||
Monthly rental payment | 204 | |||
Lease agreement entered into April 2011 | Period During July 9, 2014 To September 30, 2025 | ||||
Commitments and contingencies | ||||
Monthly straight-line rental expense | 150 | |||
Sub Sublease Agreement | Period November 1, 2011 until May 31, 2015 | ||||
Commitments and contingencies | ||||
Monthly rental payment | 82 | |||
Sub Sublease Agreement | Period after May 31, 2015 until April 30, 2018 | ||||
Commitments and contingencies | ||||
Monthly rental payment | $ 90 |
STOCK-BASED COMPENSATION - 2014
STOCK-BASED COMPENSATION - 2014 MIP (Details) - 2014 MIP Plan $ / shares in Units, $ in Thousands | Aug. 07, 2014USD ($)item$ / sharesshares | Jul. 09, 2014itemshares | Mar. 31, 2018USD ($)$ / sharesshares | Mar. 31, 2017USD ($)shares | Dec. 31, 2017shares | Jul. 07, 2016$ / shares |
Stock Awards | ||||||
Aggregate number of shares of common stock available for awards | 966,806 | |||||
Percentage of Common Stock outstanding ( In percent) | 1.80% | |||||
Vesting period of awards | 3 years | |||||
Number of Shares | ||||||
Vested (in shares) | 0 | 0 | ||||
Unrecognized compensation cost related to nonvested stock awards | ||||||
Unrecognized compensation cost | $ | $ 0 | |||||
General and Administrative Expense | ||||||
Stock Awards | ||||||
Amortization expense | $ | $ 152 | |||||
Warrants | ||||||
Stock Awards | ||||||
Number of tranches | item | 3 | |||||
Number of tiers of MIP Warrants | item | 3 | |||||
Volatility rate ( as a percent) | 43.91% | |||||
Volatility rate term | 6 years | |||||
Risk-free interest rate ( as a percent) | 1.85% | |||||
Dividend rate ( as a percent) | 0.00% | |||||
Total fair value of outstanding awards upon emergence from bankruptcy | $ | $ 54,436 | |||||
Percentage of warrant vest for anniversaries of the grant date | 33.33% | |||||
Vesting period of awards | 3 years | |||||
Weighted Average Fair Value | ||||||
Weighted average exercise price (in dollars per share) | 303.12 | |||||
Number of warrants | 8,557,461 | |||||
Exercisable (in dollars per share) | $ / shares | $ 303.12 | |||||
Weighted average remaining contractual life, exercisable | 2 years 4 months 10 days | |||||
Additional disclosures | ||||||
Warrants outstanding (in shares) | 8,557,461 | 8,557,461 | ||||
Unrecognized compensation cost related to nonvested stock awards | ||||||
Unrecognized compensation cost | $ | $ 0 | |||||
Warrants | General and Administrative Expense | ||||||
Stock Awards | ||||||
Amortization expense | $ | $ 372 | |||||
Warrants | $259.10 Warrants | ||||||
Stock Awards | ||||||
Aggregate number of shares of common stock available for awards | 238,066 | |||||
Exercise price per share | $ / shares | $ 259.10 | |||||
Fair value of warrant (in dollars per share) | $ / shares | $ 7.22 | |||||
Warrants | $287.30 Warrants | ||||||
Stock Awards | ||||||
Aggregate number of shares of common stock available for awards | 246,701 | |||||
Exercise price per share | $ / shares | 287.30 | |||||
Fair value of warrant (in dollars per share) | $ / shares | $ 6.63 | |||||
Warrants | $341.90 Warrants | ||||||
Stock Awards | ||||||
Aggregate number of shares of common stock available for awards | 370,979 | |||||
Exercise price per share | $ / shares | $ 341.90 | |||||
Fair value of warrant (in dollars per share) | $ / shares | $ 5.63 |
STOCK-BASED COMPENSATION - 2015
STOCK-BASED COMPENSATION - 2015 EIP Stock Options and Other (Details) - USD ($) $ / shares in Units, $ in Thousands | Feb. 27, 2018 | Mar. 23, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | Jun. 26, 2015 |
Nonemployee Directors | ||||||
Stock options | ||||||
Maximum annual limit for grants (in shares) | 500,000 | |||||
Other Individuals | ||||||
Stock options | ||||||
Maximum annual limit for grants (in shares) | 1,000,000 | |||||
Stock Options | ||||||
Weighted Average Fair Value | ||||||
Stock options outstanding - nonvested and exercisable | 255,608 | 133,000 | ||||
2015 EIP Plan | ||||||
Stock options | ||||||
Aggregate number of shares of common stock available for awards | 2,750,000 | 400,000 | ||||
2015 EIP Plan | Stock Options | ||||||
Stock options | ||||||
Vesting percentage of awards | 33.00% | |||||
Vesting period | 3 years | |||||
Unrecognized compensation cost | ||||||
Unamortized compensation cost | $ 1,143 | |||||
Future amortization of stock based compensation | ||||||
Remainder of 2018 | 608 | |||||
2,019 | 392 | |||||
2,020 | 127 | |||||
2,021 | $ 16 | |||||
Number of Options | ||||||
Outstanding at beginning of period (in shares) | 88,667 | |||||
Granted (in shares) | 122,608 | 122,608 | ||||
Outstanding at end of period (in shares) | 211,275 | |||||
Weighted Average Exercise Price | ||||||
Outstanding at beginning of period (in dollars per share) | $ 11.13 | |||||
Granted (in dollars per share) | $ 13.69 | 13.69 | ||||
Outstanding at end of period (in dollars per share) | 12.62 | |||||
Weighted Average Fair Value | ||||||
Outstanding at beginning of period (in dollars per share) | 6.41 | |||||
Granted (in dollars per share) | $ 7.55 | 7.55 | ||||
Outstanding at end of period (in dollars per share) | 7.07 | |||||
Weighted Average Exercise Price Of Outstanding Options | $ 12.36 | |||||
Options Outstanding, Weighted Average Remaining Contractual Life | 5 years 6 months 7 days | |||||
Options Exercisable, Number of options | 44,333 | |||||
Options Exercisable, Weighted Average Exercise Price | $ 11.13 | |||||
Options Exercisable, Weighted Average Remaining Contractual Life | 4 years 11 months 23 days | |||||
Aggregate fair value | $ 926 | |||||
Stock options outstanding - nonvested and exercisable | 255,608 | 133,000 | ||||
Assumptions and Methodology | ||||||
Weighted average volatility rate (as a percent) | 71.94% | |||||
Risk-free interest rate ( as a percent) | 2.53% | |||||
Dividend rate ( as a percent) | 0.00% | |||||
Expected life (in years) | 4 years | |||||
2015 EIP Plan | Stock Options | General and Administrative Expense | ||||||
Stock options | ||||||
Amortization expense | $ 123 | $ 20 | ||||
2015 EIP Plan | Stock Options | John C. Wobensmith | ||||||
Stock options | ||||||
Vesting percentage of awards | 33.33% | |||||
Vesting period | 3 years | |||||
Number of Options | ||||||
Granted (in shares) | 133,000 | |||||
Weighted Average Exercise Price | ||||||
Granted (in dollars per share) | $ 11.13 | |||||
Weighted Average Fair Value | ||||||
Granted (in dollars per share) | $ 6.41 | |||||
Aggregate fair value | $ 853 | |||||
Assumptions and Methodology | ||||||
Weighted average volatility rate (as a percent) | 79.80% | |||||
Risk-free interest rate ( as a percent) | 1.68% | |||||
Dividend rate ( as a percent) | 0.00% | |||||
Expected life (in years) | 3 years 9 months 11 days |
STOCK-BASED COMPENSATION - 2067
STOCK-BASED COMPENSATION - 2015 EIP Restricted Stock Units (Details) - Restricted Stock Units - USD ($) $ / shares in Units, $ in Thousands | Feb. 27, 2018 | May 17, 2017 | Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 |
Directors | |||||
Number of Shares | |||||
Granted (in shares) | 25,197 | ||||
2015 EIP Plan | |||||
Number of Shares | |||||
Balance at the beginning of the period (in shares) | 220,129 | ||||
Granted (in shares) | 37,346 | 37,436 | |||
Vested (in shares) | 0 | 0 | |||
Balance at the end of the period (in shares) | 257,565 | ||||
Weighted Average Fair Value | |||||
Balance at the beginning of the period (in dollars per share) | $ 11.01 | ||||
Granted (in dollars per share) | 13.69 | ||||
Balance at the end of the period (in dollars per share) | $ 11.40 | ||||
Weighted-average remaining contractual life | 1 year 7 months 6 days | ||||
Unrecognized compensation cost related to nonvested stock awards | |||||
Unrecognized compensation cost | $ 1,542 | ||||
Weighted-average period for recognition of unrecognized compensation cost | 1 year 7 months 6 days | ||||
2015 EIP Plan | General and Administrative Expense | |||||
Additional disclosures | |||||
Recognized nonvested stock amortization expense | $ 366 | $ 159 | |||
2015 EIP Plan | Vested RSUs | |||||
Number of Shares | |||||
Number of shares vested | 171,572 | ||||
Weighted Average Fair Value | |||||
Vested (in dollars per share) | $ 11.39 | ||||
2015 EIP Plan | Directors | |||||
Stock Awards | |||||
Number of common shares outstanding in respect of RSUs | 118,838 | 118,838 | |||
2015 EIP Plan | Other Individuals | |||||
Stock Awards | |||||
Vesting period of awards | 3 years | ||||
2015 EIP Plan | Eugene Davis | |||||
Number of Shares | |||||
Number of common shares issued in respect of RSUs | 18,234 |
STOCK-BASED COMPENSATION - 2068
STOCK-BASED COMPENSATION - 2015 EIP Restricted Stock (Details) - 2015 EIP Plan - Restricted Stock - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Stock Awards | ||
Vesting period of awards | 3 years | |
Number of Shares | ||
Balance at the beginning of the period (in shares) | 6,802 | |
Vested (in shares) | 0 | 0 |
Balance at the end of the period (in shares) | 6,802 | |
Weighted Average Fair Value | ||
Balance at the beginning of the period (in dollars per share) | $ 5.20 | |
Balance at the end of the period (in dollars per share) | $ 5.20 | |
Unrecognized compensation cost related to nonvested stock awards | ||
Unrecognized compensation cost | $ 8 | |
Weighted-average period for recognition of unrecognized compensation cost | 7 months 17 days | |
General and Administrative Expense | ||
Additional disclosures | ||
Recognized nonvested stock amortization expense | $ 3 | $ 8 |
LEGAL PROCEEDINGS - Claims and
LEGAL PROCEEDINGS - Claims and Complaints (Details) - complaint | May 26, 2015 | Apr. 30, 2015 |
LEGAL PROCEEDINGS | ||
Number of claims filed | 6 | |
Number of complaints consolidated | 6 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - Subsequent Event - Secured Debt - $460,000 Senior Secured Credit Facility $ in Thousands | Dec. 31, 2018USD ($) | May 08, 2018USD ($)item |
Subsequent Events | ||
Debt term | 5 years | |
Face amount of term loan facility | $ 460,000 | |
Number of credit facilities upon refinance of existing credit facilities | item | 1 | |
Number of oldest vessels identified for sale for which debt will be paid down | item | 7 | |
Repaid value of loan when certain debt terms are met | $ 0 | |
Average age of collateral vessels for repayment of loan | 17 years | |
Percentage limit of consolidated net income for which dividends can be paid | 50.00% | |
Collateral vessel replacement period | 120 years | |
Key covenant - Unrestricted cash and cash equivalents minimum | $ 30,000 | |
Key covenant – Percentage of unrestricted cash to total indebtedness | 7.50% | |
Key covenant – Minimum working capital balance | $ 0 | |
Key covenant – Maximum ratio of total indebtedness to total capitalization | 70.00% | |
Key covenant – Minimum time charters period | 24 months | |
Forecast | ||
Subsequent Events | ||
Amortization payments per quarter | $ 15,000 | |
LIBOR | Through December 31, 2018 | ||
Subsequent Events | ||
Applicable margin over reference rate (as a percent) | 3.25% | |
Minimum | ||
Subsequent Events | ||
Collateral security maintenance test (as a percent) | 135.00% | |
Minimum | LIBOR | Period after December 31, 2018 | ||
Subsequent Events | ||
Applicable margin over reference rate (as a percent) | 3.00% | |
Maximum | ||
Subsequent Events | ||
Collateral security maintenance test (as a percent) | 200.00% | |
Maximum | LIBOR | Period after December 31, 2018 | ||
Subsequent Events | ||
Applicable margin over reference rate (as a percent) | 3.50% |