UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2016
OR
☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 001-33393
GENCO SHIPPING & TRADING LIMITED
(Exact name of registrant as specified in its charter)
Republic of the Marshall Islands |
|
98-043-9758 |
(State or other jurisdiction of |
|
(I.R.S. Employer |
299 Park Avenue, 12th Floor, New York, New York 10171
(Address of principal executive offices) (Zip Code)
(646) 443-8550
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ |
|
Accelerated filer ☒ |
|
|
|
Non-accelerated filer ☐ |
|
Smaller reporting company ☐ |
(Do not check if a smaller reporting company) |
|
|
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No ☒
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ☒ No
The number of shares outstanding of each of the issuer’s classes of common stock, as of November 4, 2016: Common stock, $0.01 per share — 7,354,449 shares.
Genco Shipping & Trading Limited
2
Website Information
We intend to use our website, www.GencoShipping.com, as a means of disclosing material non-public information and for complying with our disclosure obligations under Regulation FD. Such disclosures will be included in our website’s Investor section. Accordingly, investors should monitor the Investor portion of our website, in addition to following our press releases, SEC filings, public conference calls, and webcasts. To subscribe to our e-mail alert service, please submit your e-mail address at the Investor Relations Home page of the Investor section of our website. The information contained in, or that may be accessed through, our website is not incorporated by reference into or a part of this document or any other report or document we file with or furnish to the SEC, and any references to our website are intended to be inactive textual references only.
3
Genco Shipping & Trading Limited
Condensed Consolidated Balance Sheets as of September 30, 2016 and December 31, 2015
(U.S. Dollars in thousands, except for share and per share data)
(Unaudited)
|
|
September 30, |
|
December 31, |
|
||
|
|
2016 |
|
2015 |
|
||
|
|
|
|
|
|
||
Assets |
|
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
40,028 |
|
$ |
121,074 |
|
Restricted cash |
|
|
19,500 |
|
|
19,500 |
|
Due from charterers, net of a reserve of $290 and $429, respectively |
|
|
8,471 |
|
|
10,586 |
|
Prepaid expenses and other current assets |
|
|
17,072 |
|
|
21,369 |
|
Vessels held for sale |
|
|
2,747 |
|
|
— |
|
Total current assets |
|
|
87,818 |
|
|
172,529 |
|
|
|
|
|
|
|
|
|
Noncurrent assets: |
|
|
|
|
|
|
|
Vessels, net of accumulated depreciation of $145,976 and $107,998, respectively |
|
|
1,381,348 |
|
|
1,508,221 |
|
Deferred drydock, net of accumulated amortization of $5,338 and $3,207 respectively |
|
|
13,511 |
|
|
16,177 |
|
Deferred financing costs, net of accumulated amortization of $1,340 and $734, respectively |
|
|
2,688 |
|
|
3,294 |
|
Fixed assets, net of accumulated depreciation and amortization of $660 and $404, respectively |
|
|
1,071 |
|
|
1,286 |
|
Other noncurrent assets |
|
|
514 |
|
|
514 |
|
Restricted cash |
|
|
315 |
|
|
315 |
|
Investments |
|
|
6,191 |
|
|
12,327 |
|
Total noncurrent assets |
|
|
1,405,638 |
|
|
1,542,134 |
|
|
|
|
|
|
|
|
|
Total assets |
|
$ |
1,493,456 |
|
$ |
1,714,663 |
|
|
|
|
|
|
|
|
|
Liabilities and Equity |
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
Accounts payable and accrued expenses |
|
$ |
21,680 |
|
$ |
27,467 |
|
Current portion of long-term debt, net of deferred financing costs of $7,821 and $9,411, respectively |
|
|
540,455 |
|
|
579,023 |
|
Deferred revenue |
|
|
1,496 |
|
|
1,058 |
|
Total current liabilities: |
|
|
563,631 |
|
|
607,548 |
|
|
|
|
|
|
|
|
|
Noncurrent liabilities: |
|
|
|
|
|
|
|
Long-term lease obligations |
|
|
1,688 |
|
|
1,149 |
|
Total noncurrent liabilities |
|
|
1,688 |
|
|
1,149 |
|
|
|
|
|
|
|
|
|
Total liabilities |
|
|
565,319 |
|
|
608,697 |
|
|
|
|
|
|
|
|
|
Commitments and contingencies |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity: |
|
|
|
|
|
|
|
Common stock, par value $0.01; 500,000,000 shares authorized; issued and outstanding 7,354,449 and 7,289,823 shares at September 30, 2016 and December 31, 2015, respectively |
|
|
74 |
|
|
73 |
|
Additional paid-in capital |
|
|
1,497,616 |
|
|
1,483,105 |
|
Accumulated other comprehensive income (loss) |
|
|
290 |
|
|
(21) |
|
Retained deficit |
|
|
(569,843) |
|
|
(377,191) |
|
Total equity |
|
|
928,137 |
|
|
1,105,966 |
|
Total liabilities and equity |
|
$ |
1,493,456 |
|
$ |
1,714,663 |
|
See accompanying notes to condensed consolidated financial statements.
4
Genco Shipping & Trading Limited
Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2016 and 2015
(U.S. Dollars in Thousands, Except for Earnings Per Share and Share Data)
(Unaudited)
|
|
For the Three Months Ended |
|
For the Nine Months Ended |
|
||||||||
|
|
September 30, |
|
September 30, |
|
||||||||
|
|
2016 |
|
2015 |
|
2016 |
|
2015 |
|
||||
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Voyage revenues |
|
$ |
37,871 |
|
$ |
49,167 |
|
$ |
89,461 |
|
$ |
116,548 |
|
Service revenues |
|
|
1,016 |
|
|
828 |
|
|
2,240 |
|
|
2,457 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues |
|
|
38,887 |
|
|
49,995 |
|
|
91,701 |
|
|
119,005 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Voyage expenses |
|
|
2,262 |
|
|
6,638 |
|
|
9,232 |
|
|
14,775 |
|
Vessel operating expenses |
|
|
28,460 |
|
|
31,544 |
|
|
86,125 |
|
|
90,143 |
|
General, administrative and management fees |
|
|
10,153 |
|
|
26,983 |
|
|
36,861 |
|
|
73,798 |
|
Depreciation and amortization |
|
|
18,127 |
|
|
20,124 |
|
|
58,152 |
|
|
58,933 |
|
Other operating income |
|
|
— |
|
|
— |
|
|
(182) |
|
|
— |
|
Impairment of vessel assets |
|
|
— |
|
|
— |
|
|
69,278 |
|
|
35,396 |
|
Loss on sale of vessels |
|
|
— |
|
|
— |
|
|
77 |
|
|
1,210 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses |
|
|
59,002 |
|
|
85,289 |
|
|
259,543 |
|
|
274,255 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating loss |
|
|
(20,115) |
|
|
(35,294) |
|
|
(167,842) |
|
|
(155,250) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other (expense) income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Impairment of investment |
|
|
— |
|
|
(32,536) |
|
|
(2,696) |
|
|
(32,536) |
|
Other income (expense) |
|
|
125 |
|
|
(653) |
|
|
(49) |
|
|
(707) |
|
Interest income |
|
|
49 |
|
|
22 |
|
|
143 |
|
|
71 |
|
Interest expense |
|
|
(7,073) |
|
|
(4,876) |
|
|
(21,199) |
|
|
(13,887) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other expense |
|
|
(6,899) |
|
|
(38,043) |
|
|
(23,801) |
|
|
(47,059) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss before reorganization items, net |
|
|
(27,014) |
|
|
(73,337) |
|
|
(191,643) |
|
|
(202,309) |
|
Reorganization items, net |
|
|
(83) |
|
|
(174) |
|
|
(243) |
|
|
(1,006) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss before income taxes |
|
|
(27,097) |
|
|
(73,511) |
|
|
(191,886) |
|
|
(203,315) |
|
Income tax expense |
|
|
(417) |
|
|
(292) |
|
|
(766) |
|
|
(1,553) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
|
|
(27,514) |
|
|
(73,803) |
|
|
(192,652) |
|
|
(204,868) |
|
Less: Net loss attributable to noncontrolling interest |
|
|
— |
|
|
(7,178) |
|
|
— |
|
|
(59,471) |
|
Net loss attributable to Genco Shipping & Trading Limited |
|
$ |
(27,514) |
|
$ |
(66,625) |
|
$ |
(192,652) |
|
$ |
(145,397) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss per share-basic |
|
$ |
(3.80) |
|
$ |
(9.54) |
|
$ |
(26.65) |
|
$ |
(22.86) |
|
Net loss per share-diluted |
|
$ |
(3.80) |
|
$ |
(9.54) |
|
$ |
(26.65) |
|
$ |
(22.86) |
|
Weighted average common shares outstanding-basic |
|
|
7,245,268 |
|
|
6,982,434 |
|
|
7,228,660 |
|
|
6,361,518 |
|
Weighted average common shares outstanding-diluted |
|
|
7,245,268 |
|
|
6,982,434 |
|
|
7,228,660 |
|
|
6,361,518 |
|
See accompanying notes to condensed consolidated financial statements.
5
Genco Shipping & Trading Limited
Condensed Consolidated Statements of Comprehensive Loss
For the Three and Nine Months Ended September 30, 2016 and 2015
(U.S. Dollars in Thousands)
(Unaudited)
|
|
|
|
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
For the Three Months Ended |
|
For the Nine Months Ended |
|
||||||||||||
|
|
September 30, |
|
September 30, |
|
||||||||||||
|
|
2016 |
|
2015 |
|
2016 |
|
2015 |
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net loss |
|
$ |
(27,514) |
|
$ |
(73,803) |
|
$ |
(192,652) |
|
$ |
(204,868) |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other comprehensive income |
|
|
316 |
|
|
26,343 |
|
|
311 |
|
|
25,300 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Comprehensive loss |
|
|
(27,198) |
|
|
(47,460) |
|
|
(192,341) |
|
|
(179,568) |
|
||||
Less: Comprehensive loss attributable to noncontrolling interest |
|
|
— |
|
|
(7,178) |
|
|
— |
|
|
(59,471) |
|
||||
Comprehensive loss attributable to Genco Shipping & Trading Limited |
|
$ |
(27,198) |
|
$ |
(40,282) |
|
$ |
(192,341) |
|
$ |
(120,097) |
|
See accompanying notes to condensed consolidated financial statements.
6
Genco Shipping & Trading Limited
Condensed Consolidated Statements of Equity
For the Nine Months Ended September 30, 2016 and 2015
(U.S. Dollars in Thousands)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Genco |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
Shipping & |
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
Other |
|
|
|
|
Trading |
|
|
|
|
|
|
|
|||
|
|
|
|
|
Additional |
|
Comprehensive |
|
|
|
Limited |
|
|
|
|
|
|
|
||||
|
|
Common |
|
Paid-in |
|
Income |
|
Retained |
|
Shareholders’ |
|
Noncontrolling |
|
|
|
|
||||||
|
|
Stock |
|
Capital |
|
(Loss) |
|
Deficit |
|
Equity |
|
Interest |
|
Total Equity |
|
|||||||
Balance — January 1, 2016 |
|
$ |
73 |
|
$ |
1,483,105 |
|
$ |
(21) |
|
$ |
(377,191) |
|
$ |
1,105,966 |
|
$ |
— |
|
$ |
1,105,966 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
|
|
|
|
|
|
|
|
|
|
|
(192,652) |
|
|
(192,652) |
|
|
— |
|
|
(192,652) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income |
|
|
|
|
|
|
|
|
311 |
|
|
|
|
|
311 |
|
|
— |
|
|
311 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of 61,244 shares of nonvested stock |
|
|
1 |
|
|
(1) |
|
|
|
|
|
|
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of 3,138 shares of vested RSUs |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nonvested stock amortization |
|
|
|
|
|
14,512 |
|
|
|
|
|
|
|
|
14,512 |
|
|
— |
|
|
14,512 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance — September 30, 2016 |
|
$ |
74 |
|
$ |
1,497,616 |
|
$ |
290 |
|
$ |
(569,843) |
|
$ |
928,137 |
|
$ |
— |
|
$ |
928,137 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Genco |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
Shipping & |
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
Other |
|
|
|
|
Trading |
|
|
|
|
|
|
|
||
|
|
|
|
|
Additional |
|
Comprehensive |
|
|
|
Limited |
|
|
|
|
|
|
|
||||
|
|
Common |
|
Paid-in |
|
Income |
|
Retained |
|
Shareholders’ |
|
Noncontrolling |
|
|
|
|
||||||
|
|
Stock |
|
Capital |
|
(Loss) |
|
Deficit |
|
Equity |
|
Interest |
|
Total Equity |
|
|||||||
Balance — January 1, 2015 |
|
$ |
62 |
|
$ |
1,251,750 |
|
$ |
(25,317) |
|
$ |
(182,294) |
|
$ |
1,044,201 |
|
$ |
248,573 |
|
$ |
1,292,774 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
|
|
|
|
|
|
|
|
|
|
|
(145,397) |
|
|
(145,397) |
|
|
(59,471) |
|
|
(204,868) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income |
|
|
|
|
|
|
|
|
25,300 |
|
|
|
|
|
25,300 |
|
|
— |
|
|
25,300 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Settlement of non-accredited Note holders |
|
|
|
|
|
(414) |
|
|
|
|
|
|
|
|
(414) |
|
|
— |
|
|
(414) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity effect of purchase of entities under common control |
|
|
|
|
|
590 |
|
|
|
|
|
|
|
|
590 |
|
|
— |
|
|
590 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of 1,128,713 shares to Baltic Trading shareholders |
|
|
11 |
|
|
(11) |
|
|
|
|
|
|
|
|
— |
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Elimination of non-controlling interest due to merger |
|
|
|
|
|
194,375 |
|
|
|
|
|
|
|
|
194,375 |
|
|
(194,375) |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nonvested stock amortization |
|
|
|
|
|
31,400 |
|
|
|
|
|
|
|
|
31,400 |
|
|
5,273 |
|
|
36,673 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance - September 30, 2015 |
|
$ |
73 |
|
$ |
1,477,690 |
|
$ |
(17) |
|
$ |
(327,691) |
|
$ |
1,150,055 |
|
$ |
— |
|
$ |
1,150,055 |
|
See accompanying notes to condensed consolidated financial statements.
7
Genco Shipping & Trading Limited
Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2016 and 2015
(U.S. Dollars in Thousands)
(Unaudited)
|
|
For the Nine Months Ended |
|
||||
|
|
September 30, |
|
||||
|
|
2016 |
|
2015 |
|
||
Cash flows from operating activities: |
|
|
|
|
|
|
|
Net loss |
|
$ |
(192,652) |
|
$ |
(204,868) |
|
Adjustments to reconcile net loss to net cash used in operating activities: |
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
58,152 |
|
|
58,933 |
|
Amortization of deferred financing costs |
|
|
2,195 |
|
|
1,688 |
|
Amortization of nonvested stock compensation expense |
|
|
14,512 |
|
|
36,673 |
|
Impairment of vessel assets |
|
|
69,278 |
|
|
35,396 |
|
Loss on sale of vessel assets |
|
|
77 |
|
|
900 |
|
Impairment of investment |
|
|
2,696 |
|
|
32,536 |
|
Realized (gain) loss on sale of investment |
|
|
(64) |
|
|
662 |
|
Change in assets and liabilities: |
|
|
|
|
|
|
|
Decrease in due from charterers |
|
|
2,115 |
|
|
600 |
|
Decrease (increase) in prepaid expenses and other current assets |
|
|
4,221 |
|
|
(89) |
|
(Decrease) increase in accounts payable and accrued expenses |
|
|
(5,392) |
|
|
8,266 |
|
Increase (decrease) in deferred revenue |
|
|
438 |
|
|
(381) |
|
Increase in lease obligations |
|
|
539 |
|
|
579 |
|
Deferred drydock costs incurred |
|
|
(2,022) |
|
|
(10,288) |
|
Net cash used in operating activities |
|
|
(45,907) |
|
|
(39,393) |
|
|
|
|
|
|
|
|
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
Purchase of vessels, including deposits |
|
|
(425) |
|
|
(46,129) |
|
Purchase of other fixed assets |
|
|
(284) |
|
|
(586) |
|
Net proceeds from sale of vessel assets |
|
|
1,923 |
|
|
— |
|
Sale of AFS securities |
|
|
3,905 |
|
|
688 |
|
Changes in deposits of restricted cash |
|
|
— |
|
|
19,630 |
|
Net cash provided by (used in) investing activities |
|
|
5,119 |
|
|
(26,397) |
|
|
|
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
Repayments on the $100 Million Term Loan Facility |
|
|
(5,769) |
|
|
(5,769) |
|
Repayments on the $253 Million Term Loan Facility |
|
|
(15,225) |
|
|
(16,875) |
|
Proceeds from the 2015 Revolving Credit Facility |
|
|
— |
|
|
35,000 |
|
Repayments on the 2015 Revolving Credit Facility |
|
|
(4,923) |
|
|
— |
|
Repayments on the $44 Million Term Loan Facility |
|
|
(2,062) |
|
|
(2,063) |
|
Proceeds from the $148 Million Credit Facility |
|
|
— |
|
|
131,500 |
|
Repayments on the $148 Million Credit Facility |
|
|
(8,991) |
|
|
(4,894) |
|
Repayments on the 2010 Credit Facility |
|
|
— |
|
|
(102,250) |
|
Repayments on the $22 Million Term Loan Facility |
|
|
(1,125) |
|
|
(1,125) |
|
Repayments on the 2014 Term Loan Facilities |
|
|
(2,062) |
|
|
(1,381) |
|
Cash settlement of non-accredited Note holders |
|
|
(101) |
|
|
(748) |
|
Payment of deferred financing costs |
|
|
— |
|
|
(4,541) |
|
Net cash (used in) provided by financing activities |
|
|
(40,258) |
|
|
26,854 |
|
|
|
|
|