| BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
NATURE OF BUSINESS —Incorporated on August 1, 2008, under the Laws of Republic of the Marshall Islands, Gener8 Maritime, Inc. (formerly named General Maritime Corporation) and its wholly-owned subsidiaries (collectively, the “Company”) provides international transportation services of seaborne crude oil and petroleum products. The Company’s owned fleet at June 30, 2015 consisted of twenty five tankers in operation (seven Very Large Crude Carriers (“VLCCs”), eleven Suezmax tankers, four Aframax tankers, two Panamax tankers, and one Handymax tanker) and 21 newbuilding VLCCs under construction. Additionally, pursuant to a time charter which is currently anticipated to expire in February 2016, the Company has chartered-in a VLCC vessel from a related party. The Company operates its business in one business segment, which is the transportation of international seaborne crude oil and petroleum products.
The Company’s vessels are primarily available for charter on a spot voyage or time charter basis and for employment in commercial pools. Under a spot voyage charter, which generally lasts from several days to several months, the owner of a vessel agrees to provide the vessel for the transport of specific goods between specific ports in return for the payment of an agreed-upon freight per ton of cargo or, alternatively, for a specified total amount. All operating and specified voyage costs are paid by the owner of the vessel.
A time charter involves placing a vessel at the charterer’s disposal for a set period of time, generally one to three years, during which the charterer may use the vessel in return for the payment by the charterer of a specified daily or monthly hire rate. In time charters, operating costs such as for crews, maintenance and insurance are typically paid by the owner of the vessel and specified voyage costs such as fuel, canal and port charges are paid by the charterer.
The Company is party to certain commercial pooling arrangements. Commercial pools are designed to provide for effective chartering and commercial management of similar vessels that are combined into a single fleet to improve customer service, increase vessel utilization and capture cost efficiencies (see Note 12).
On May 7, 2015, the Company consummated a merger pursuant to an agreement between Gener8 Maritime Acquisition, Inc., a wholly owned subsidiary of the Company, Navig8 Crude Tankers, Inc. and the equity-holders’ representatives named therein. As a result of the 2015 merger, Gener8 Maritime Subsidiary Inc. (formerly known as Navig8 Crude Tankers, Inc.) became a wholly owned subsidiary of the Company, and the Company’s name was changed from General Maritime Corporation (“General Maritime”) to Gener8 Maritime, Inc. (see Note 2).
BASIS OF PRESENTATION— The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial information. 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 financial 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 financial statements for the year ended December 31, 2014. The results of operations for the six months ended June 30, 2015 and 2014 are not necessarily indicative of the operating results for the full year. The financial statements of the Company have been prepared on the accrual basis of accounting and presented in United States Dollars (USD or $) which is the functional currency of the Company. A summary of the significant accounting policies followed in the preparation of the accompanying financial statements, which conform with accounting principles generally accepted in the United States of America, is presented below.
RECLASSIFICATION OF PRIOR YEAR NUMBERS— The Company reclassified 2014 voyage revenues to separately present time charter voyages, spot charter voyages and pool revenues on the face of the statements of operations to conform to the presentation of the current period. There has been no change to total voyage revenues for prior periods.
PRINCIPLES OF CONSOLIDATION —The accompanying condensed consolidated financial statements include the accounts of Gener8 Maritime Inc. and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.
REVENUE AND EXPENSE RECOGNITION— Revenue and expense recognition policies for spot market voyage charters, time charters and pool revenues are as follows:
SPOT MARKET VOYAGE CHARTERS. Spot market voyage revenues are recognized on a pro rata basis based on the relative transit time in each period. The period over which voyage revenues are recognized commences at the time the vessel departs from its last discharge port and ends at the time the discharge of cargo at the next discharge port is completed. The Company does not begin recognizing revenue until a charter has been agreed to by the customer and the Company, even if the vessel has discharged its cargo and is sailing to the anticipated load port on its next voyage. The Company does not recognize revenue when a vessel is off hire. Estimated losses on voyages are provided for in full at the time such losses become evident. Voyage expenses primarily include only those specific costs which are borne by the Company in connection with voyage charters which would otherwise have been borne by the charterer under time charter agreements. These expenses principally consist of fuel, canal and port charges which are generally recognized as incurred. Demurrage income represents payments by the charterer to the vessel owner when loading and discharging time exceed the stipulated time in the spot market voyage charter. Demurrage income is measured in accordance with the provisions of the respective charter agreements and the circumstances under which demurrage claims arise and is recognized on a pro rata basis over the length of the voyage to which it pertains. Direct vessel operating expenses are recognized when incurred. At June 30, 2015 and December 31, 2014, the Company has a reserve of approximately $3,718 and $2,100, respectively, against its due from charterers balance associated with voyage revenues, including freight and demurrage revenues.
TIME CHARTERS. Revenue from time charters is recognized on a straight-line basis over the term of the respective time charter agreement. Direct vessel operating expenses are recognized when incurred. Time charter agreements require, among others, that the vessels meet specified speed and bunker consumption standards. The Company believes that there may be unasserted claims relating to its time charters of $380 and $1,455 as of June 30, 2015 and December 31, 2014, respectively, for which the Company has reduced its amounts due from charterers to the extent that there are amounts due from charterers with asserted or unasserted claims or as an accrued expense to the extent the claims exceed amounts due from such charterers.
POOL REVENUES. Pool revenue is determined in accordance with the profit sharing terms specified within each pool agreement. In particular, the pool manager aggregates the revenues and expenses of all of the pool participants and distributes the net earnings to participants based on the following allocation key:
·
The pool points (vessel attributes such as cargo carrying capacity, fuel consumption and construction characteristics are taken into consideration); and
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The number of days the vessel participated in the pool in the period.
Vessels are chartered into the pool and receive net time charter revenue in accordance with the pool agreement. The time charter revenue is variable depending upon the net result of the pool and the pool points and trading days for each vessel. The pool enters into voyage and time charters with external parties for which it receives freight and related revenue. It also incurs voyage costs such as bunkers, port costs and commissions. At the end of each period, the pool aggregates the revenue and expenses for all the vessels in the pool and distributes net revenue to the participants based on the results of the pool and the allocation key. The Company recognizes net pool revenue on a monthly basis, when the vessel has participated in a pool during the period and the amount of pool revenue for the month can be estimated reliably.
CHARTERHIRE EXPENSE— Charterhire expense is the amount the Company pays the vessel owner for time chartered-in vessel. The amount is usually for a fixed period of time at charter rates that are generally fixed, but may contain a variable component based on inflation, interest rates, profit sharing, or current market rates. The vessel’s owner is responsible for crewing and other vessel operating costs. Charterhire expense is recognized ratably over the charterhire period.
VESSELS, NET— Vessels, net is stated at cost, adjusted to fair value pursuant to fresh-start reporting, less accumulated depreciation. Vessels are depreciated on a straight-line basis over their estimated useful lives, determined to be 25 years from date of initial delivery from the shipyard. If regulations place limitations over the ability of a vessel to trade on a worldwide basis, its remaining useful life would be adjusted, if necessary, at the date such regulations are adopted. Depreciation is based on cost, adjusted to fair value pursuant to fresh-start reporting, less the estimated residual scrap value. Depreciation expense of vessel assets for the three months ended June 30, 2015 and 2014 totaled $9,755 and $10,673, respectively. Depreciation expense of vessel assets for the six months ended June 30, 2015 and 2014 totaled $19,390 and $21,240, respectively. Undepreciated cost of any asset component being replaced is written off as a component of Loss on disposal of vessels and vessel equipment. Expenditures for routine maintenance and repairs are expensed as incurred. Vessel equipment is depreciated over the shorter of 5 years or the remaining life of the vessel. Leasehold improvements are depreciated over the shorter of the life of the assets (10 years) or the remaining term of the lease.
Effective January 1, 2015, the Company increased the estimated residual scrap value of the vessels from $265/LWT (light weight ton) to $325/LWT prospectively based on the 15-year average scrap value of steel. The change in the estimated residual scrap value will result in a decrease in depreciation expense over the remaining lives of the vessel assets. During the three and six months ended June 30, 2015, the effect of the increase in the estimated residual scrap value was to decrease depreciation expense and to increase net income by approximately $700 and $1,401, respectively, and to increase net income per basic and diluted common share by $0.01 and $0.03, respectively.
VESSELS UNDER CONSTRUCTION— Vessels under construction represents the cost of acquiring contracts to build vessels, installments paid to shipyards, certain other payments made to third parties and interest costs incurred during the construction of vessels (until the vessel is substantially complete and ready for its intended use). During the three months ended June 30, 2015 and 2014, the Company capitalized interest expense associated with vessels under construction of $4,074 and $2,392, respectively. During the six months ended June 30, 2015 and 2014, the Company capitalized interest expense associated with vessels under construction of $11,472 (of which $7,056 was paid in cash and $4,416 has not been paid) and $2,392, respectively.
GOODWILL— The Company follows the provisions of FASB ASC 350- 20-35, Intangibles—Goodwill and Other . This statement requires that goodwill and intangible assets with indefinite lives be tested for impairment at least annually or when there is a triggering event and written down with a charge to operations when the carrying amount of the reporting unit that includes goodwill exceeds the estimated fair value of the reporting unit. If the carrying value of the goodwill exceeds the reporting unit’s implied goodwill, such excess must be written off. Goodwill as of June 30, 2015 and December 31, 2014 was $27,131. It was determined that there was no indicator of goodwill impairment during the three and six months ended June 30, 2015 and 2014.
IMPAIRMENT OF LONG-LIVED ASSETS —The Company follows FASB ASC 360-10-05, Accounting for the Impairment or Disposal of Long- Lived Assets , which requires impairment losses to be recorded on long- lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the asset’s carrying amount. In the evaluation of the future benefits of long-lived assets, the Company performs an analysis of the anticipated undiscounted future net cash flows of the related long-lived assets. If the carrying value of the related asset exceeds the undiscounted cash flows, the carrying value is reduced to its fair value. The Company estimates fair value primarily through the use of third party valuations performed on an individual vessel basis. Various factors, including the use of trailing 10-year industry average for each vessel class to forecast future charter rates and vessel operating costs, are included in this analysis. It was determined that there was no indicator of impairment for any vessel for the three and six months ended June 30, 2015 and 2014.
DEFERRED DRYDOCK COSTS, NET —Approximately every thirty to sixty months, the Company’s vessels are required to be dry-docked for major repairs and maintenance, which cannot be performed while the vessels are operating. The Company defers costs associated with the drydocks as they occur and amortizes these costs on a straight-line basis over the estimated period between drydocks. Amortization of drydock costs is included in depreciation and amortization in the condensed consolidated statements of operations. For the three months ended June 30, 2015 and 2014, amortization was $1,068 and $603, respectively. For the six months ended June 30, 2015 and 2014, amortization was $2,182 and $995, respectively. Accumulated amortization as of June 30, 2015 and December 31, 2014 was $6,220 and $4,038, respectively.
The Company only includes in deferred drydock costs those direct costs that are incurred as part of the drydock to meet regulatory requirements, or that are expenditures that add economic life to the vessel, increase the vessel’s earnings capacity or improve the vessel’s efficiency. Direct costs include shipyard costs as well as the costs of placing the vessel in the shipyard. Expenditures for normal maintenance and repairs, whether incurred as part of the drydock or not, are expensed as incurred.
DEFERRED FINANCING COSTS, NET —Deferred financing costs include origination fees and amendment fees paid to the banks associated with securing new loan facilities. These costs are amortized on a straight-line basis over the life of the related debt, which is included in interest expense. Amortization for the three months ended June 30, 2015 and 2014 was $251 and $184, respectively. Amortization for the six months ended June 30, 2015 and 2014 was $438 and $355, respectively. Accumulated amortization as of June 30, 2015 and December 31, 2014 was $1,362 and $924, respectively.
ACCOUNTING ESTIMATES— The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.
WARRANTS— The Company calculates the fair value of warrants utilizing a valuation model to which Monte Carlo simulations and the Black-Scholes option pricing model are applied. The model projects future share prices based on a risk-neutral framework. The parameters used include inception date, share price, subscription price, lifetime, expected volatility (estimated based on historical share prices of similar listed companies) and expected dividends. The amount of share-based compensation recognized during a period is based on the fair value of the award at the time of issuance.
SHARE-BASED COMPENSATION — STOCK OPTIONS— The Company calculates the fair value of stock options utilizing the Black-Scholes option pricing model. The parameters used include grant date, share price, exercise price, risk-free interest rate, expected option life, expected volatility (estimated based on historical share prices of similar listed companies) and expected dividends. The amount of share-based compensation recognized during a period is based on the fair value of the award at the time of issuance over the vesting period of the option.
NET INCOME (LOSS) PER SHARE— Basic net income (loss) per share is computed by dividing net income (loss) by the weighted-average number of common shares outstanding during the period. Diluted net income (loss) per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised using the treasury stock method.
Three months ended
June 30, 2015
June 30, 2014
New Common Stock
Class A
Class B
Basic net income (loss) per share:
Numerator:
Allocation of net income (loss) applicable to common stock
$
$
)
$
)
Denominator:
Weighted-average shares outstanding, basic
Basic net income (loss) per share
$
$
)
$
)
Diluted net income (loss) per share:
Numerator:
Allocation of net income (loss) applicable to common stock
$
$
)
$
)
Reallocation of net loss as a result of assumed conversion of Class B to Class A shares
n/a
)
—
Allocation of net income (loss) applicable to common stock
$
$
)
$
)
Denominator:
Weighted-average shares outstanding used in basic computation
Add:
Assumed conversion of Class B to Class A shares
n/a
—
Restricted stock units
—
—
Weighted-average shares outstanding, diluted
Diluted net income (loss) per share:
$
$
)
$
)
On May 7, 2015, all shares of Class A Common Stock and Class B Common Stock were converted on a one-to-one basis to a single class of common stock (see Note 17). Options to purchase 343,662 shares of Class A Common Stock were excluded from the above calculation for the three months ended June 30, 2015 and 2014, because the impact is anti-dilutive. Warrants to purchase 1,431,520 shares of new common stock and options to purchase 13,420 share of new common stock were excluded from the above calculation for the three months ended June 30, 2015, because the impact is anti-dilutive. As a result of the conversion in 2015, and that both Class A Common Stock and Class B Common Stock had equal rights to earnings and losses, the 2015 presentation of net income per share combines Class A Common Stock, Class B Common Stock and new common stock.
Six months ended
June 30, 2015
June 30, 2014
New Common Stock
Class A
Class B
Basic net income (loss) per share:
Numerator:
Allocation of net income (loss) applicable to common stock
$
$
)
$
)
Denominator:
Weighted-average shares outstanding, basic
Basic net income (loss) per share
$
$
)
$
)
Diluted net income (loss) per share:
Numerator:
Allocation of net income (loss) applicable to common stock
$
$
)
$
)
Reallocation of net loss as a result of assumed conversion of Class B to Class A shares
n/a
)
—
Allocation of net income (loss) applicable to common stock
$
$
)
$
)
Denominator:
Weighted-average shares outstanding used in basic computation
Add:
Assumed conversion of Class B to Class A shares
n/a
—
Restricted stock units
Weighted-average shares outstanding, diluted
Diluted net income (loss) per share:
$
$
)
$
)
On May 7, 2015, all shares of Class A Common Stock and Class B Common Stock were converted on a one-to-one basis to a single class of common stock (see Note 17). Options to purchase 343,662 shares of Class A Common Stock were excluded from the above calculation for the six months ended June 30, 2015 and 2014, because the impact is anti-dilutive. Warrants to purchase 1,431,520 shares of new common stock and options to purchase 13,420 share of new common stock were excluded from the above calculation for the six months ended June 30, 2015, because the impact is anti-dilutive. As a result of the conversion in 2015, and that both Class A Common Stock and Class B Common Stock had equal rights to earnings and losses, the 2015 presentation of net income per share combines Class A Common Stock, Class B Common Stock and new common stock.
FAIR VALUE OF FINANCIAL INSTRUMENTS — With the exception of the Company’s Senior Notes (see Notes 9 and 10), the estimated fair values of the Company’s financial instruments approximate their individual carrying amounts as of June 30, 2015 and December 31, 2014 due to the short-term or variable-rate nature of the respective borrowings.
CONCENTRATION OF CREDIT RISK — Financial instruments that potentially subject the Company to concentrations of credit risk are amounts due from charterers. With respect to accounts receivable, the Company limits its credit risk by performing ongoing credit evaluations and, when deemed necessary, requires letters of credit, guarantees or collateral. During the three months ended June 30, 2015 and 2014, the Company earned 8.6% and 15.9%, respectively, of its revenues from one customer. During the six months ended June 30, 2015 and 2014, the Company earned 14.5% and 16.3%, respectively, of its revenues from one customer.
The Company maintains substantially all of its cash and cash equivalents with two financial institutions. None of the Company’s cash balances are covered by insurance in the event of default by these financial institutions.
FOREIGN CURRENCY TRANSACTIONS — Gains and losses on transactions denominated in foreign currencies are recorded within the condensed consolidated statements of operations as components of general and administrative expenses or other expense depending on the nature of the transactions to which they relate. During the three months ended June 30, 2015 and 2014, transactions denominated in foreign currencies resulted in other (income) expense of $(40) and $26, respectively. During the six months ended June 30, 2015 and 2014, transactions denominated in foreign currencies resulted in other expense of $229 and $83, respectively.
TAXES — The Company is incorporated in the Republic of the Marshall Islands. Pursuant to the income tax laws of the Marshall Islands, the Company is not subject to Marshall Islands income tax. Additionally, pursuant to the U.S. Internal Revenue Code of 1986, as amended (the “Code”), the Company is exempt from U.S. income tax on its income attributable to the operation of vessels in international commerce (i.e., voyages that do not begin or end in the U.S.). The Company is generally not subject to state and local income taxation. Pursuant to various tax treaties, the Company’s shipping operations are not subject to foreign income taxes. However, as a result of change in ownership of the Company, effective May 17, 2012, the Company no longer qualifies for an exemption pursuant to Section 883 of the Code, making the Company subject to U.S. federal tax on its shipping income that is derived from U.S. sources retroactive to the beginning of 2012. As such, the Company has recorded gross transportation tax relating to such shipping income as a current liability on the condensed consolidated balance sheet. During the three months ended June 30, 2015 and 2014, the Company recorded gross transportation tax of $464 and $312, respectively. During the six months ended June 30, 2015 and 2014, the Company recorded gross transportation tax of $799 and $773, respectively, as a component of voyage expenses on its statements of operations. As a result of its initial public offering, or “IPO”, the Company is evaluating if it will be eligible to become exempt from the U.S. federal tax imposed on its shipping income derived from U.S. sources.
RECENT ACCOUNTING PRONOUNCEMENTS — In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers, or “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 Company is evaluating the potential impact of this standard update on its condensed consolidated financial statements.
In February 2015, the FASB issued Accounting Standards Update No. 2015-02, Amendments to the Consolidation Analysis, which focuses on the consolidation evaluation for reporting organizations that are required to evaluate whether they should consolidate certain legal entities. This new standard simplifies consolidation accounting by reducing the number of consolidation models and providing incremental benefits to stakeholders. In addition, the new standard places more emphasis on risk of loss when determining a controlling financial interest, reduces the frequency of the application of related-party guidance when determining a controlling financial interest in a variable interest entity (a “VIE”), and changes consolidation conclusion for public and private companies in several industries that typically make use of limited partnerships or VIEs. This standard will be effective for annual reporting periods beginning after December 15, 2015 for public companies. Early adoption is permitted, including adoption in an interim period. The Company is evaluating the potential impact of this standard update on its condensed consolidated financial statements.
In April 2015, the FASB issued Accounting Standards Update No. 2015-03, Simplifying the Presentation of Debt Issuance Costs (“ASU 2015-03”). The objective of ASU 2015-03 is to simplify the presentation of debt issuance costs by requiring debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in ASU 2015-03. ASU 2015-03 is effective for public business entities in annual and interim periods beginning after December 15, 2015. Early adoption is permitted. ASU 2015-03 provides for retroactive application, and upon transition, applicable disclosures for a change in an accounting principle would be provided, including the transition method, a description of the prior period information that has been retroactively adjusted, and the effect of the change on the applicable financial statement line items. The Company is evaluating the potential impact of this standard update on its condensed consolidated financial statements. |
