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 June 30, 2017
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, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer ☐ |
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Accelerated filer ☐ |
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Non-accelerated filer ☒ |
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Smaller reporting company ☐ |
||
|
|
|
|
|
(Do not check if a smaller reporting company) |
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Emerging growth company ☐ |
||
If emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards pursuant to Section 13(a) of the Exchange Act ☐
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 August 10, 2017: Common stock, $0.01 per share — 34,434,538 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 June 30, 2017 and December 31, 2016
(U.S. Dollars in thousands, except for share and per share data)
(Unaudited)
|
|
|
June 30, |
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December 31, |
|
||
|
|
|
2017 |
|
2016 |
|
||
|
|
|
|
|
|
|
||
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Assets |
|
|
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
147,153 |
|
$ |
133,400 |
|
|
Restricted cash |
|
|
8,335 |
|
|
8,242 |
|
|
Due from charterers, net of a reserve of $132 and $283, respectively |
|
|
6,433 |
|
|
10,373 |
|
|
Prepaid expenses and other current assets |
|
|
22,433 |
|
|
15,750 |
|
|
Vessels held for sale |
|
|
— |
|
|
4,840 |
|
|
Total current assets |
|
|
184,354 |
|
|
172,605 |
|
|
|
|
|
|
|
|
|
|
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Noncurrent assets: |
|||||||
|
Vessels, net of accumulated depreciation of $193,922 and $163,053, respectively |
|
|
1,315,336 |
|
|
1,354,760 |
|
|
Deferred drydock, net of accumulated amortization of $7,862 and $6,340 respectively |
|
|
15,057 |
|
|
12,637 |
|
|
Fixed assets, net of accumulated depreciation and amortization of $878 and $759, respectively |
|
|
951 |
|
|
1,018 |
|
|
Other noncurrent assets |
|
|
514 |
|
|
514 |
|
|
Restricted cash |
|
|
25,507 |
|
|
27,426 |
|
|
Total noncurrent assets |
|
|
1,357,365 |
|
|
1,396,355 |
|
|
|
|
|
|
|
|
|
|
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Total assets |
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$ |
1,541,719 |
|
$ |
1,568,960 |
|
|
|
|
|
|
|
|
|
|
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Liabilities and Equity |
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|
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Current liabilities: |
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|
|
|
|
|
|
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Accounts payable and accrued expenses |
|
$ |
20,355 |
|
$ |
22,885 |
|
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Current portion of long-term debt |
|
|
9,576 |
|
|
4,576 |
|
|
Deferred revenue |
|
|
1,648 |
|
|
1,488 |
|
|
Total current liabilities: |
|
|
31,579 |
|
|
28,949 |
|
|
|
|
|
|
|
|
|
|
|
Noncurrent liabilities: |
|
|
|
|
|
|
|
|
Long-term lease obligations |
|
|
2,228 |
|
|
1,868 |
|
|
Long-term debt, net of deferred financing costs of $10,204 and $11,357, respectively |
|
|
506,044 |
|
|
508,444 |
|
|
Total noncurrent liabilities |
|
|
508,272 |
|
|
510,312 |
|
|
|
|
|
|
|
|
|
|
|
Total liabilities |
|
|
539,851 |
|
|
539,261 |
|
|
|
|
|
|
|
|
|
|
|
Commitments and contingencies |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity: |
|
|
|
|
|
|
|
|
Series A Preferred Stock, par value $0.01; aggregate liquidation preference of $0 and $120,789 at June 30, 2017 and December 31, 2016, respectively |
|
|
— |
|
|
120,789 |
|
|
Common stock, par value $0.01; 500,000,000 shares authorized; issued and outstanding 34,434,538 and 7,354,449 shares at June 30, 2017 and December 31, 2016, respectively |
|
|
344 |
|
|
74 |
|
|
Additional paid-in capital |
|
|
1,626,584 |
|
|
1,503,784 |
|
|
Retained deficit |
|
|
(625,060) |
|
|
(594,948) |
|
|
Total equity |
|
|
1,001,868 |
|
|
1,029,699 |
|
|
Total liabilities and equity |
|
$ |
1,541,719 |
|
$ |
1,568,960 |
|
See accompanying notes to condensed consolidated financial statements.
4
Genco Shipping & Trading Limited
Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2017 and 2016
(U.S. Dollars in Thousands, Except for Earnings Per Share and Share Data)
(Unaudited)
|
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||||||||
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For the Three Months Ended |
|
For the Six Months Ended |
|
||||||||
|
|
|
June 30, |
|
June 30, |
|
||||||||
|
|
|
2017 |
|
2016 |
|
2017 |
|
2016 |
|
||||
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Revenues: |
|
|
|
|
|
|
|
|
|
|
|
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|
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Voyage revenues |
|
$ |
45,370 |
|
$ |
31,460 |
|
$ |
83,619 |
|
$ |
51,590 |
|
|
Service revenues |
|
|
— |
|
|
414 |
|
|
— |
|
|
1,225 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total revenues |
|
|
45,370 |
|
|
31,874 |
|
|
83,619 |
|
|
52,815 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
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Voyage expenses |
|
|
951 |
|
|
3,074 |
|
|
4,192 |
|
|
6,970 |
|
|
Vessel operating expenses |
|
|
23,852 |
|
|
28,538 |
|
|
48,736 |
|
|
57,665 |
|
|
General and administrative expenses (inclusive of nonvested stock amortization expense of $1,570, $5,442, $2,281 and $10,928, respectively) |
|
|
5,752 |
|
|
11,589 |
|
|
10,661 |
|
|
22,158 |
|
|
Technical management fees |
|
|
1,871 |
|
|
2,264 |
|
|
3,852 |
|
|
4,550 |
|
|
Depreciation and amortization |
|
|
18,185 |
|
|
19,686 |
|
|
36,358 |
|
|
40,025 |
|
|
Other operating income |
|
|
— |
|
|
(182) |
|
|
— |
|
|
(182) |
|
|
Impairment of vessel assets |
|
|
3,339 |
|
|
67,594 |
|
|
3,339 |
|
|
69,278 |
|
|
(Gain) loss on sale of vessels |
|
|
(1,343) |
|
|
77 |
|
|
(7,712) |
|
|
77 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses |
|
|
52,607 |
|
|
132,640 |
|
|
99,426 |
|
|
200,541 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating loss |
|
|
(7,237) |
|
|
(100,766) |
|
|
(15,807) |
|
|
(147,726) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other (expense) income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Impairment of investment |
|
|
— |
|
|
(2,696) |
|
|
— |
|
|
(2,696) |
|
|
Other expense |
|
|
(50) |
|
|
(50) |
|
|
(115) |
|
|
(174) |
|
|
Interest income |
|
|
338 |
|
|
33 |
|
|
512 |
|
|
95 |
|
|
Interest expense |
|
|
(7,564) |
|
|
(7,013) |
|
|
(14,702) |
|
|
(14,127) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other expense |
|
|
(7,276) |
|
|
(9,726) |
|
|
(14,305) |
|
|
(16,902) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss before reorganization items, net |
|
|
(14,513) |
|
|
(110,492) |
|
|
(30,112) |
|
|
(164,628) |
|
|
Reorganization items, net |
|
|
— |
|
|
(65) |
|
|
— |
|
|
(160) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss before income taxes |
|
|
(14,513) |
|
|
(110,557) |
|
|
(30,112) |
|
|
(164,788) |
|
|
Income tax expense |
|
|
— |
|
|
(96) |
|
|
— |
|
|
(350) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
|
$ |
(14,513) |
|
$ |
(110,653) |
|
$ |
(30,112) |
|
$ |
(165,138) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss per share-basic |
|
$ |
(0.42) |
|
$ |
(15.32) |
|
$ |
(0.89) |
|
$ |
(22.87) |
|
|
Net loss per share-diluted |
|
$ |
(0.42) |
|
$ |
(15.32) |
|
$ |
(0.89) |
|
$ |
(22.87) |
|
|
Weighted average common shares outstanding-basic |
|
|
34,430,766 |
|
|
7,221,735 |
|
|
33,965,835 |
|
|
7,220,265 |
|
|
Weighted average common shares outstanding-diluted |
|
|
34,430,766 |
|
|
7,221,735 |
|
|
33,965,835 |
|
|
7,220,265 |
|
See accompanying notes to condensed consolidated financial statements.
5
Genco Shipping & Trading Limited
Condensed Consolidated Statements of Comprehensive Loss
For the Three and Six Months Ended June 30, 2017 and 2016
(U.S. Dollars in Thousands)
(Unaudited)
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
For the Three Months Ended |
|
For the Six Months Ended |
|
||||||||
|
|
|
June 30, |
|
June 30, |
|
||||||||
|
|
|
2017 |
|
2016 |
|
2017 |
|
2016 |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
|
$ |
(14,513) |
|
$ |
(110,653) |
|
$ |
(30,112) |
|
$ |
(165,138) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive loss |
|
|
— |
|
|
(864) |
|
|
— |
|
|
(5) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive loss |
|
$ |
(14,513) |
|
$ |
(111,517) |
|
$ |
(30,112) |
|
$ |
(165,143) |
|
See accompanying notes to condensed consolidated financial statements.
6
Genco Shipping & Trading Limited
Condensed Consolidated Statements of Equity
For the Six Months Ended June 30, 2017 and 2016
(U.S. Dollars in Thousands)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other |
|
|
|
|
|
|
|||
|
|
|
Series A |
|
|
|
|
Additional |
|
Comprehensive |
|
|
|
|
|
|
||||
|
|
|
Preferred |
|
Common |
|
Paid-in |
|
Income |
|
Retained |
|
|
|
||||||
|
|
|
Stock |
|
Stock |
|
Capital |
|
(Loss) |
|
Deficit |
|
Total Equity |
|
||||||
|
Balance — January 1, 2017 |
|
$ |
120,789 |
|
$ |
74 |
|
$ |
1,503,784 |
|
$ |
— |
|
$ |
(594,948) |
|
$ |
1,029,699 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(30,112) |
|
|
(30,112) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Conversion of 27,061,856 shares of Series A Preferred Stock |
|
|
(120,789) |
|
|
270 |
|
|
120,519 |
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of 18,234 shares of vested RSUs |
|
|
|
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nonvested stock amortization |
|
|
|
|
|
|
|
|
2,281 |
|
|
|
|
|
|
|
|
2,281 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance — June 30, 2017 |
|
$ |
— |
|
$ |
344 |
|
$ |
1,626,584 |
|
$ |
— |
|
$ |
(625,060) |
|
$ |
1,001,868 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other |
|
|
|
|
|
|
|
|
|
|
|
Series A |
|
|
|
|
Additional |
|
Comprehensive |
|
|
|
|
|
|
||||
|
|
|
Preferred |
|
Common |
|
Paid-in |
|
Income |
|
Retained |
|
|
|
|
|||||
|
|
|
Stock |
|
Stock |
|
Capital |
|
(Loss) |
|
Deficit |
|
Total Equity |
|
||||||
|
Balance — January 1, 2016 |
|
$ |
— |
|
$ |
73 |
|
$ |
1,483,105 |
|
$ |
(21) |
|
$ |
(377,191) |
|
$ |
1,105,966 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(165,138) |
|
|
(165,138) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive loss |
|
|
|
|
|
|
|
|
|
|
|
(5) |
|
|
|
|
|
(5) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of 61,244 shares of nonvested stock |
|
|
|
|
|
1 |
|
|
(1) |
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of 3,138 shares of vested RSUs |
|
|
|
|
|
— |
|
|
— |
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nonvested stock amortization |
|
|
|
|
|
|
|
|
10,928 |
|
|
|
|
|
|
|
|
10,928 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance - June 30, 2016 |
|
$ |
— |
|
$ |
74 |
|
$ |
1,494,032 |
|
$ |
(26) |
|
$ |
(542,329) |
|
$ |
951,751 |
|
See accompanying notes to condensed consolidated financial statements.
7
Genco Shipping & Trading Limited
Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2017 and 2016
(U.S. Dollars in Thousands)
(Unaudited)
|
|
|
|
|
||||
|
|
|
|
|
|
|
||
|
|
|
For the Six Months Ended |
|
||||
|
|
|
June 30, |
|
||||
|
|
|
2017 |
|
2016 |
|
||
|
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
Net loss |
|
$ |
(30,112) |
|
$ |
(165,138) |
|
|
Adjustments to reconcile net loss to net cash used in operating activities: |
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
36,358 |
|
|
40,025 |
|
|
Amortization of deferred financing costs |
|
|
1,153 |
|
|
1,458 |
|
|
PIK interest, net |
|
|
3,028 |
|
|
— |
|
|
Amortization of nonvested stock compensation expense |
|
|
2,281 |
|
|
10,928 |
|
|
Impairment of vessel assets |
|
|
3,339 |
|
|
69,278 |
|
|
(Gain) loss on sale of vessels |
|
|
(7,712) |
|
|
77 |
|
|
Impairment of investment |
|
|
— |
|
|
2,696 |
|
|
Realized loss on sale of investment |
|
|
— |
|
|
92 |
|
|
Change in assets and liabilities: |
|
|
|
|
|
|
|
|
Decrease in due from charterers |
|
|
3,940 |
|
|
2,337 |
|
|
(Increase) decrease in prepaid expenses and other current assets |
|
|
(6,683) |
|
|
2,131 |
|
|
Decrease in accounts payable and accrued expenses |
|
|
(1,406) |
|
|
(4,338) |
|
|
Increase (decrease) in deferred revenue |
|
|
160 |
|
|
(63) |
|
|
Increase in lease obligations |
|
|
360 |
|
|
360 |
|
|
Deferred drydock costs incurred |
|
|
(5,291) |
|
|
(1,073) |
|
|
Net cash used in operating activities |
|
|
(585) |
|
|
(41,230) |
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
Purchase of vessels, including deposits |
|
|
(252) |
|
|
(380) |
|
|
Purchase of other fixed assets |
|
|
(65) |
|
|
(207) |
|
|
Net proceeds from sale of vessels |
|
|
15,513 |
|
|
1,923 |
|
|
Sale of AFS securities |
|
|
— |
|
|
2,361 |
|
|
Changes in deposits of restricted cash |
|
|
1,826 |
|
|
— |
|
|
Net cash provided by investing activities |
|
|
17,022 |
|
|
3,697 |
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
Repayments on the $400 Million Credit Facility |
|
|
(200) |
|
|
— |
|
|
Repayments on the $100 Million Term Loan Facility |
|
|
— |
|
|
(3,846) |
|
|
Repayments on the $253 Million Term Loan Facility |
|
|
— |
|
|
(10,150) |
|
|
Repayments on the 2015 Revolving Credit Facility |
|
|
— |
|
|
(3,282) |
|
|
Repayments on the $44 Million Term Loan Facility |
|
|
— |
|
|
(1,375) |
|
|
Repayments on the $148 Million Credit Facility |
|
|
— |
|
|
(5,994) |
|
|
Repayments on the $22 Million Term Loan Facility |
|
|
— |
|
|
(750) |
|
|
Repayments on the 2014 Term Loan Facilities |
|
|
(1,381) |
|
|
(1,381) |
|
|
Cash settlement of non-accredited Note holders |
|
|
— |
|
|
(101) |
|
|
Payment of Series A Preferred Stock issuance costs |
|
|
(1,103) |
|
|
— |
|
|
Net cash used in financing activities |
|
|
(2,684) |
|
|
(26,879) |
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash and cash equivalents |
|
|
13,753 |
|
|
(64,412) |
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at beginning of period |
|
|
133,400 |
|
|
121,074 |
|
|
Cash and cash equivalents at end of period |
|
$ |
147,153 |
|
$ |
56,662 |
|
See accompanying notes to condensed consolidated financial statements.
8
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 June 30, 2017, is the direct or indirect owner of all of the outstanding shares or limited liability company interests of the following subsidiaries: Genco Ship Management LLC; Genco Investments LLC; Genco RE Investments LLC; Baltic Trading Limited; and the ship-owning subsidiaries as set forth below under “Other General Information.” As of June 30, 2017, 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 April 15, 2016, the shareholders of the Company approved, at a Special Meeting of Shareholders (the “Special Meeting”), proposals to amend the Second Amended and Restated Articles of Incorporation of the Company to (i) increase the number of authorized shares of common stock of the Company from 250,000,000 to 500,000,000 and (ii) authorize the issuance of up to 100,000,000 shares of preferred stock, in one or more classes or series as determined by the Board of Directors of the Company. The authorized shares did not change as a result of the reverse stock split as discussed below. Following the Special Meeting on such date, the Company filed Articles of Amendment of its Second Amended and Restated Articles of Incorporation with the Registrar of Corporations of the Republic of the Marshall Islands to implement to the foregoing amendments. Additionally, at the Special Meeting, the shareholders of the Company approved a proposal to amend the Second Amended and Restated Articles of Incorporation of the Company to effect a reverse stock split of the issued and outstanding shares of Common Stock at a ratio between 1-for-2 and 1-for-25 with such reverse stock split to be effective at such time and date, if at all, as determined by the Board of Directors of the Company, but no later than one year after shareholder approval thereof.
On July 7, 2016, the Company completed a one-for-ten reverse stock split of its common stock. As a result, all share and per share information included for all periods presented in these condensed consolidated financial statements reflect the reverse stock split. Refer to Note 6 — Net Loss per Common Share and Note 17 — Stock-Based Compensation.
On October 13, 2016, Peter C. Georgiopoulos resigned as Chairman of the Board and a director of the Company. The Board of Directors appointed Arthur L. Regan, a current director of the Company, as Interim Executive Chairman of the Board. In connection with his departure, Mr. Georgiopoulos entered into a Separation Agreement and a Release Agreement with the Company on October 13, 2016. Under the terms of these agreements, subject to customary conditions, Mr. Georgiopoulos received an amount equal to the annual Chairman’s fee awarded to him in recent years of $500 as a severance payment and full vesting of his unvested equity awards, which consisted of grants of 68,581 restricted shares of the Company’s common stock and warrants exercisable for approximately 213,937 shares of the Company’s common stock with an exercise price per share ranging $259.10 to $341.90. Refer to Note 17 — Stock-Based Compensation. The agreements also contain customary provisions pertaining to confidential information, releases of claims by Mr. Georgiopoulos, and other restrictive covenants.
On November 15, 2016, pursuant to the Purchase Agreements (as defined in Note 8 — Debt), the Company completed the private placement of 27,061,856 shares of Series A Convertible Preferred Stock (“Series A Preferred Stock”) which included 25,773,196 shares at a price per share of $4.85 and an additional 1,288,660 shares issued as a commitment fee on a pro rata basis. The Company received net proceeds of $120,789 after deducting placement agents’ fees and expenses. On January 4, 2017, the Company’s shareholders approved at a Special Meeting of Shareholders the issuance of up to 27,061,856 shares of common stock of the Company upon the conversion of shares of the Series A Preferred Stock, par value $0.01 per share, which were purchased by certain investors in a private placement (the “Conversion Proposal”). As a result of shareholder approval of the Conversion Proposal, all outstanding 27,061,856 shares of Series A Preferred Stock were automatically and mandatorily converted into 27,061,856 shares of common stock of the Company on January 4, 2017.
9
Other General Information
Below is the list of the Company’s wholly owned ship-owning subsidiaries as of June 30, 2017:
|
Wholly Owned Subsidiaries |
|
Vessel Acquired |
|
Dwt |
|
Delivery Date |
|
Year Built |
|
|
|
|
|
|
|
|
|
|
|
|
|
Genco Vigour Limited |
|
Genco Vigour |
|
73,941 |
|
12/15/04 |
|
1999 |
|
|
Genco Explorer Limited |
|
Genco Explorer |
|
29,952 |
|
12/17/04 |
|
1999 |
|
|
Genco Progress Limited |
|
Genco Progress |
|
29,952 |
|
1/12/05 |
|
1999 |
|
|
Genco Beauty Limited |
|
Genco Beauty |
|
73,941 |
|
2/7/05 |
|
1999 |
|
|
Genco Knight Limited |
|
Genco Knight |
|
73,941 |
|
2/16/05 |
|
1999 |
|
|
Genco Muse Limited |
|
Genco Muse |
|
48,913 |
|
10/14/05 |
|
2001 |
|
|
Genco Surprise Limited |
|
Genco Surprise |
|
72,495 |
|
11/17/06 |
|
1998 |
|
|
Genco Augustus Limited |
|
Genco Augustus |
|
180,151 |
|
8/17/07 |
|
2007 |
|
|
Genco Tiberius Limited |
|
Genco Tiberius |
|
175,874 |
|