GENER8 MARITIME, INC. - 10-K - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following is a discussion of our financial condition and results of
operations for the years ended December 31, 2015, 2014 and 2013. You should
consider the foregoing when reviewing our financial condition and results of
operations and this discussion. In addition, you should read the following
discussion together with the consolidated financial statements including the
notes to those financial statements for the periods mentioned above.
General
We are Gener8 Maritime, Inc., a leading
U.S.
-based provider of international
seaborne crude oil transportation services, resulting from a transformative
merger between General Maritime Corporation, a well-known tanker owner, and
Navig8 Crude Tankers Inc., a company sponsored by the Navig8 Group, an
independent vessel pool manager. As of March 15, 2016, we owned a fleet of 45
tankers, including 31 vessels on the water, consisting of 14 VLCCs, 11 Suezmax
vessels, 4 Aframax vessels and 2 Panamax vessels, with an aggregate carrying
capacity of 6.6mm DWT, and 14 "eco" VLCC newbuildings equipped with advanced,
fuel-saving technology, that are being constructed at highly reputable
shipyards, with expected deliveries through February 2017. These newbuildings
are expected to increase our fleet capacity to 10.8mm DWT, based on the
contractually-guaranteed minimum DWT of newbuild vessels.
On May 17, 2012 the Company completed its financial restructuring and emerged from Chapter 11 of the United States Bankruptcy Code through a series of transactions contemplated by the Plan of Reorganization and the Plan of Reorganization, or "Chapter 11 plan," became effective pursuant to its terms.
In March 2014 we purchased seven "eco" newbuild VLCCs from Scorpio Tankers, Inc.
On February 24, 2015, General Maritime Corporation (our former name), Gener8
Maritime Acquisition, Inc. (one of our wholly-owned subsidiaries), Navig8 Crude
Tankers, Inc. and each of the equityholders' representatives named therein
entered into an Agreement and Plan of Merger. We refer to Gener8 Maritime
Acquisition, Inc. as "Gener8 Acquisition," to Navig8 Crude Tankers, Inc. as
"Navig8 Crude" and to the Agreement and Plan of Merger as the "2015 merger
agreement." Pursuant to the 2015 merger agreement, Gener8 Acquisition merged
with and into Navig8 Crude, with Navig8 Crude, which was renamed Gener8 Maritime
Subsidiary Inc. or "Gener8 Subsidiary," continuing as the surviving corporation
and our wholly-owned subsidiary. We refer to the transactions contemplated under
the 2015 merger agreement as the "2015 merger." Concurrently with the 2015
merger, we filed with the Registrar of Corporations of the Republic of the
Marshall Islands
our Third Amended and Restated Articles of Incorporation to,
among other things, increase our authorized capital, reclassify our common stock
into a single class of common stock and change our name to "Gener8 Maritime,
Inc." As part of the 2015 merger, we acquired 14 "eco" newbuild VLCCs owned by
Navig8 Crude.
We refer to the 14 newbuildings acquired in the 2015 merger as the "2015
acquired VLCC newbuildings" and the 7 newbuildings acquired from Scorpio as the
"2014 acquired VLCC newbuildings" and all our newbuildings collectively as our
"VLCC newbuildings." Two of the 2014 acquired VLCC newbuildings (the Gener8
Neptune, Gener8 Athena) and one of the 2015 acquired VLCC newbuildings (the
Gener8 Strength) were delivered in 2015. Additionally, as of March 15, 2016,
three additional 2014 acquired VLCC newbuildings (the Gener8 Apollo, Gener8 Ares
and Gener8 Hera) and one additional 2015 acquired VLCC newbuildings (the Gener8
Supreme) were delivered. See Note 8 - DELIVERY OF VESSELS and Note 24 -
SUBSEQUENT EVENTS, to the consolidated financial statements in Item 8 regarding
these vessel deliveries.
We expect the final delivery of our remaining VLCC newbuildings to occur by the
first quarter of 2017. We expect to fund a significant portion of the
installment payments in respect of the VLCC newbuildings being built at Korean
shipyards through borrowings under the Korean Export Credit Facility entered
into in September 2015 and three VLCC newbuildings being built at Chinese
shipyards through the Sinosure Credit Facility entered into in December 2015. In
addition, we expect to fund a significant portion of the installment payments in
respect of two VLCC newbuildings being built at Chinese shipyards through
borrowings under a facility with export credit insurance support from the
Chinese Export & Credit Insurance Corporation we intend to enter into, which we
refer to as the "Chinese
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Export Credit Facility." However, there is no assurance we will be able to
borrow any additional amounts under the Korean Export Credit Facility or the
Sinosure Credit Facility, or enter into the Chinese Export Credit Facility on
terms that are favorable to us or at all. See "-Liquidity and Capital
Resources-Debt Financings" for more information.
On June 30, 2015, we completed our Initial Public Offering, or "IPO," of
15,000,000 shares at $14.00 per share, which together with the July 17, 2015
exercise by the underwriters of the IPO of their over-allotment option to
purchase 1,882,223 shares, resulted in gross proceeds of $236.4 million. After
underwriting commissions and other expenses, we received net proceeds of $214.4
million.
In September 2015, we entered into a new credit facility, which we refer to as
the "refinancing facility," as part of the refinancing of our former senior
secured credit facilities. The refinancing facility provides $581.0 million in
term loans which were fully drawn on September 8, 2015 and were used, together
with available cash, to repay the aggregate outstanding principal amount of
$656.3 million under our former senior secured credit facilities. See
"-Liquidity and Capital Resources-Debt Financings-Refinancing Facility" for
further information regarding the refinancing facility.
In September 2015, we also entered into the Korean Export Credit Facility to
fund a significant portion of the installment payments under our shipbuilding
contracts with Korean shipyards. The Korean Export Credit Facility provides up
to $963.7 million of debt financing which may be drawn in connection with the
delivery of 15 of our VLCC newbuildings from Korean shipyards. As of December
31, 2015, approximately $185.4 million was outstanding under the Korean Export
Credit Facility. Subject to the terms and conditions set forth in the Korean
Export Credit Facility, as of December 31, 2015 up to an additional $766.0
million may be drawn in connection with the remaining 12 VLCC newbuildings
expected to be delivered from Korean shipyards through the first quarter of
2017. There is no assurance we will be able to borrow all or any of such
additional amounts under the Korean Export Credit Facility. See "-Liquidity and
Capital Resources-Debt Financings-Korean Export Credit Facility" for further
information.
In December 2015, we entered into the Sinosure Credit Facility to fund a
significant portion of the installment payments under three shipbuilding
contracts with Chinese shipyards and to refinance a term loan facility (the
"Citibank Facility") we entered into in October 2015. The Sinosure Credit
Facility provides up to $259.6 million of debt financing which may be drawn in
connection with the delivery of 3 of our VLCC newbuildings from Chinese
shipyards and the refinancing of the Citibank Facility. As of December 31, 2015,
approximately $62.9 million was outstanding under the Sinosure Credit Facility.
Subject to the terms and conditions set forth in the Sinosure Credit Facility,
as of December 31, 2015 up to an additional $200.6 million may be drawn in
connection with delivery of 3 of our VLCC newbuildings from Chinese shipyards
through the second quarter of 2016. There is no assurance we will be able to
borrow all or any of such additional amounts under the Sinosure Credit Facility.
See "-Liquidity and Capital Resources-Debt Financings-Sinosure Credit Facility"
for further information. We may from time to time enter into interest rate swap,
cap or similar agreements for all or a significant portion of our floating rate
debt, including the refinancing facility, the Korean Export Credit Facility and
the Sinosure Credit Facility.
NonU.S. operations accounted for a majority of our revenues and results of
operations. Vessels regularly move between countries in international waters,
over hundreds of trade routes. It is therefore impractical to assign revenues,
earnings or assets from the transportation of international seaborne crude oil
and petroleum products by geographical area. Each of our vessels serves the same
type of customer, has similar operations and maintenance requirements, operates
in the same regulatory environment, and is subject to similar economic
characteristics. Based on this, we have determined that we operate in one
reportable segment, the transportation of crude oil and petroleum products with
our fleet of vessels.
For further description of our businesses, see "Business."
Spot and Time Charter Deployment
We seek to employ our vessels in a manner that maximizes fleet utilization and
earnings upside through our chartering strategy in line with our goal of
maximizing shareholder value and returning capital to shareholders when
appropriate, taking into account fluctuations in freight rates in the market and
our own views on the direction of those rates in the future. As of December 31,
2015, 26 of our 28 owned vessels (in addition to a single vessel which operated
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under a time charter that was scheduled to expire in March 2016) were employed
in the spot market (either directly or through spot market focused pools), given
our expectation of continued favorable near term charter rates.
A spot market voyage charter is generally a contract to carry a specific cargo
from a load port to a discharge port for an agreed upon freight per ton of cargo
or a specified total amount. Under spot market voyage charters, we pay voyage
expenses such as port and fuel costs. A time charter is generally a contract to
charter a vessel for a fixed period of time at a set daily or monthly rate.
Under time charters, the charterer pays voyage expenses such as port and fuel
costs. Vessels operating on time charters provide more predictable cash flows,
but can yield lower profit margins than vessels operating in the spot market
during periods characterized by favorable market conditions. Vessels operating
in the spot market generate revenues that are less predictable but may enable us
to capture increased profit margins during periods of improvements in tanker
rates although we are exposed to the risk of declining tanker rates and lower
utilization. Pools generally consist of a number of vessels which may be owned
by a number of different ship owners which operate as a single marketing entity
in an effort to produce freight efficiencies. Pools typically employ experienced
commercial charterers and operators who have close working relationships with
customers and brokers while technical management is typically the responsibility
of each ship owner. Under pool arrangements, vessels typically enter the pool
under a time charter agreement whereby the cost of bunkers and port expenses are
borne by the charterer (i.e., the pool) and operating costs, including crews,
maintenance and insurance are typically paid by the owner of the vessel. Pools,
in return, typically negotiate charters with customers primarily in the spot
market. Since the members of a pool typically share in the revenue generated by
the entire group of vessels in the pool, and since pools operate primarily in
the spot market, including the pools in which we participate, the revenue earned
by vessels placed in spot market related pools is subject to the fluctuations of
the spot market and the ability of the pool manager to effectively charter its
fleet. We believe that vessel pools can provide costeffective commercial
management activities for a group of similar class vessels and potentially
result in lower waiting times.
During 2013, 2014 and the first portion of 2015, all of our spot VLCC and
Suezmax vessels were deployed in the Unique Tankers pool. All of the vessels
deployed in the Unique Tankers pool at any time during those periods were owned
by our subsidiaries and were deployed on spot market voyages. On May 7, 2015, we
delivered to Unipec a notice of termination under certain of our pool related
agreements between Unipec and Unique Tankers and in the third quarter of 2015,
our vessels were transitioned out of the Unique Tankers pool. See Note 17 -
Vessel pool arrangements, to the consolidated financial statements in Item 8 for
information regarding the Unique Tankers pool.
As of December 31, 2015, we employed all of our VLCCs, Suezmax and Aframax
vessels on the water, with the exception of two VLCCs that were on time
charters, in Navig8 Group commercial crude tanker pools, including the VL8 Pool,
the Suez8 Pool and the V8 Pool. We refer to the VL8 Pool, the Suez8 Pool and the
V8 Pool as the "Navig8 pools." Our newbuilding and VLCC, Suezmax and Aframax
owning subsidiaries (other than for the Gener8 Victory and the Gener8 Vision)
have entered into pool agreements regarding the deployment of our vessels into
the VL8 Pool, the Suez8 Pool and V8 Pool, respectively. VL8 Pool Inc. acts as
the time charterer of the pool vessels in the VL8 Pool, and V8 Pool Inc. acts as
the time charterer of the pool vessels in the Suez8 Pool and the V8 Pool, and in
each case enters the pool vessels into employment contracts such as voyage
charters. VL8 Pool Inc. and V8 Pool Inc. allocate the revenue of VL8 Pool, Suez8
Pool and V8 Pool vessels, as applicable, between all the pool participants based
on pool results and a pre-determined allocation method. See "-Related Party
Transactions-Related Party Transactions of Navig8 Crude Tankers, Inc." for
further information regarding these pool agreements. All of the vessels deployed
in the Navig8 pools at any time during the year ended December 31, 2015 were
deployed on spot market voyages.
Additionally, one VLCC vessel, which we had the right to operate at a gross rate
of $26,397 per day under a time charter that expired in March 2016 and under
which we had agreed to share 50% of net pool earnings received in respect of
such vessel over $30,000 per day, was deployed in the VL8 Pool.
As of December 31, 2015, the Gener8 Victory and the Gener8 Vision were deployed
on time charters expiring in January 2016 and March 2016, respectively, each at
a gross rate of $38,000 per day. The Gener8 Victory began a new charter in
February 2016 at a gross rate of $47,600 per day for six months with the
charterers having the option to extend the period for an additional six months
at a gross rate of $53,750 per day.
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As of March 15, 2016, we have taken delivery of seven VLCC newbuildings, which
we deployed in the VL8 Pool in spot market voyages, and we intend to employ the
remainder of our VLCC newbuildings in the VL8 Pool after delivery of the
vessels.
We are constantly evaluating opportunities to increase the number of our vessels
deployed on time charters, but only expect to enter into additional time
charters if we can obtain contract terms that satisfy our criteria. We may also
consider deploying our vessels on time charter for customers to use as floating
storage. We believe that historically, during certain periods of higher charter
rates, we benefited from greater cash flow stability through the use of time
charters for part of our fleet, while maintaining the flexibility to benefit
from improvements in market rates by deploying the balance of our vessels in the
spot market. We may utilize a similar strategy to the extent that time charter
rates rise and market conditions become favorable. We may also utilize time
charters to lock in contracted rates when we believe the rate environment could
weaken or decline in the future.
Net Voyage Revenues as Performance Measure
We evaluate performance using net voyage revenues, which is a non-GAAP measure.
Net voyage revenues are voyage revenues minus voyage expenses. Voyage expenses
primarily consist of port and fuel costs that are unique to a particular voyage.
Consequently, spot charter rates are generally higher than time charter rates to
allow spot charter vessel owners the ability to recoup voyage expenses. Voyage
expenses typically are paid by the charterer when a vessel is under a time
charter and by the vessel owner when a vessel is under a spot charter. We
believe that utilizing net voyage revenues neutralizes the variability created
by unique costs associated with particular voyages or the manner in which
vessels are deployed and presents a more accurate representation of the revenues
generated by our vessels on a comparable basis whether on spot or time charters.
Our voyage revenues are recognized ratably over the duration of the spot market
voyages and the lives of the time charters, while direct vessel operating
expenses are recognized when incurred. We recognize the revenues of time
charters that contain rate escalation schedules at the average rate during the
life of the contract.
As of December 31, 2015 and 2014, 0 and 17, of our vessels, respectively, were
chartered into the Unique Tankers pool. As described above, we have transitioned
the employment of all of our VLCC, Suezmax and Aframax vessels, with the
exception of two VLCCs that remain on time charters, to the Navig8 pools. We
have, at all times, been the sole vessel owner in the Unique Tankers pool, and
all the vessels in the Unique Tankers pool were chartered on the spot voyage
market. Since all vessels in the Unique Tankers pool were owned by us and since
Unique Tankers LLC is one of our wholly-owned subsidiaries, we recognized
revenues from the Unique Tankers pool based upon the percentage of voyage
completion. See Note 17 - Vessel pool arrangements, to the consolidated
financial statements in Item 8 for more information on the Navig8 pools and the
Unique Tankers pool.
As of December 31, 2015, all of the vessels, with the exception of two vessels
that remained on time charters and three vessels that remained in the spot
market, were deployed in the Navig8 pools, and all the vessels in the Navig8
pools have been chartered on the spot voyage market. We generally recognize
revenue from the Navig8 pools based on our portion of the net distributions
reported by the relevant pool, which represents the net voyage revenue of the
pool after pool manager fees. See Note 17 - Vessel pool arrangements, to the
consolidated financial statements in Item 8 for more information on the Navig8
pools.
We calculate Time Charter Equivalent ("TCE") rates, which is a non-GAAP measure,
by dividing net voyage revenue by total operating days for fleet for the
relevant time period. Total operating days for fleet are the total number of
days our vessels are in our possession for the relevant period net of off hire
days associated with major repairs, drydocking or special or intermediate
surveys. We also generate demurrage revenue, which represents fees charged to
charterers associated with our spot market voyages when the charterer exceeds
the agreed upon time required to load or discharge a cargo. We calculate Daily
Voyage Operating Expenses ("DVOE") and daily general and administrative expenses
for the relevant period by dividing the total expenses by the aggregate number
of calendar days that the vessels are in our possession for the period including
offhire days associated with major repairs, drydockings or special or
intermediate surveys.
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The following table shows the calculation of net voyage revenues for the years ended December 31, 2015, 2014 and 2013:
Years Ended December 31,
(dollars in thousands) 2015 2014 2013
Income Statement Data:
Voyage revenues $ 429,933 $ 392,409 $ 356,669
Voyage expenses (95,306) (239,906)
(259,982)
Net voyage revenues $ 334,627 $ 152,503 $
96,687
As used in this report, vessels deployed in the spot market includes vessels
chartered into the Unique Tankers pool, but excludes vessels chartered into the
Navig8 pools, and vessels chartered into the Navig8 pools includes vessels
deployed in the spot market through the Navig8 pools.
RESULTS OF OPERATIONS
YEAR ENDED DECEMBER 31, 2015 COMPARED TO THE YEAR ENDED DECEMBER 31, 2014
Voyage revenues. Voyage revenues increased by $37.5 million, or 9.6%, to
$429.9 million for the year ended December 31, 2015 "fiscal 2015" compared to
$392.4 million for the prior year period. The increase was primarily
attributable to an increase in charter hire rates during fiscal 2015 compared to
the prior year period, which was partially offset by the transition of our
vessels from the spot market into the Navig8 pools during the year ended
December 31, 2015. During fiscal 2014, we did not have any vessels deployed in
the Navig8 pool. Navig8 pool revenues are distributed on a net basis after
deduction of voyage expenses which are the responsibility of the pool, which
reduces voyage revenues and expenses. Our vessel operating days in Navig8 pools
increased to 3,602 days for the year ended December 31, 2015 compared to 0 days
during the prior year period. As a result, our Navig8 pool revenues increased to
$149.6 million for fiscal 2015 compared to $0 during the prior year period.
Included in our Navig8 pool revenues were pool revenues associated with the
chartered-in vessel Nave Quasar. In connection with the transition of our
vessels from the spot market into the Navig8 pools, our spot market revenues
decreased by $129.9 million, or 34.1%, to $251.6 million for fiscal 2015
compared to $381.5 million for the prior year period. This decrease was
primarily the result of a decrease in our spot market days by 3,569 days, or
43.2%, to 4,682 days for the year ended December 31, 2015 compared to 8,251 days
for the prior year period. This decrease was partially offset by the increase in
spot market hire rates during fiscal 2015 compared to the prior year period.
Contributing to the increase in voyage revenues was an increase in time charter
revenues of $17.8 million, or 163.5%, to $28.7 million for fiscal 2015 compared
to $10.9 million for the prior year period, primarily as a result of an increase
in time charter hire rates and time charter days for this period as compared to
the prior year period. Our time charter days increased by 311 days, or 56.6%, to
861 days for the year ended December 31, 2015 compared to 550 days for the prior
year period.
Also contributing to the increase in voyage revenues was the increase in our
fleet utilization of 1.8% to 95.6% for the year ended December 31, 2015 compared
to 93.8% for the prior year period as we incurred more offhire days for
scheduled drydocks during the prior year period.
Voyage expenses. Voyage expenses decreased by $144.6 million, or 60.3%, to
$95.3 million for the year ended December 31, 2015 compared to $239.9 million
for the prior year period. Substantially all of our voyage expenses relate to
spot charter voyages, under which the vessel owner is responsible for voyage
expenses such as fuel and port costs. The decrease in the voyage expenses was
primarily due to the 43.3% decrease in our spot market days as a result of
transitioning our vessels from spot charter voyages into the Navig8 pools, as
well as the decrease in oil prices during fiscal 2015 as compared to the prior
year period. No material voyage expenses were associated with our vessels
deployed in the Navig8 pool as Navig8 pool revenues are presented on net basis
after deduction of voyage expenses, as such expenses are the responsibility of
the pool.
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Fuel costs, which represent the largest component of voyage expenses, decreased
by $122.1 million, or 67.0%, to $60.1 million for the year ended December 31,
2015 compared to $182.2 million for the prior year period. This decrease in fuel
costs was primarily attributable to the 43.3% decrease in our spot market days
discussed above during fiscal 2015 as compared to the prior year period. Also
contributing to the decrease in fuel costs was a decrease in the fuel costs per
spot market day of $9,242, or 41.9%, to $12,842 for fiscal 2015 compared to
$22,084 for the prior year period. This decrease in the fuel costs per spot
market day was primarily due to the decrease in oil prices during the year ended
December 31, 2015 compared to the prior year period. Port costs, which can vary
depending on the geographic regions in which the vessels operate and their
trading patterns, decreased by $3.9 million, or 36.0%, to $6.9 million for the
year ended December 31, 2015 compared to $10.8 million for the prior year
period. The decrease in port costs was primarily due to the decrease in our spot
market days, discussed above, during fiscal 2015 as compared to the prior year
period.
Net voyage revenues. Net voyage revenues, which are voyage revenues minus
voyage expenses, increased by $182.1 million, or 119.4%, to $334.6 million for
the year ended December 31, 2015 compared to $152.5 million for the prior year
period. The increase in net voyage revenues was primarily attributable to higher
TCE rates earned during fiscal 2015 compared to the prior year period, primarily
resulting from a higher charter rate environment, combined with lower fuel
costs. Our average daily TCE rate increased by $19,262, or 111.2%, to $36,590
for the year ended December 31, 2015 compared to $17,328 for the prior year
period. Our average daily spot market TCE rate increased by $16,334, or 94.9%,
to $33,542 for the year ended December 31, 2015 compared to $17,208 for the
prior year period, and our average daily time charter TCE rate increased by
$13,332, or 69.7%, to $32,458 for the year ended December 31, 2015 compared to
$19,126 for the prior year period. Our average daily TCE rate for our vessels
deployed in the Navig8 pools was $41,538 for the year ended December 31, 2015.
We did not have any vessels deployed in the Navig8 pools in the prior year
period. Also contributing to the increase in net voyage revenues was the
increase in our fleet size (including our owned vessels and chartered-in vessel)
and the increase in our fleet utilization of 1.8%, to 95.6% during the year
ended December 31, 2015 compared to the prior year period as discussed above.
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The following is additional data pertaining to net voyage revenues:
Years Ended December 31, Increase %
2015 2014 (Decrease) Change
Net voyage revenue (dollars in thousands):
Time charter:
VLCC $ 23,929 $ - $ 23,929 n/a
Suezmax 4,024 10,528 (6,504) -61.8% %
Total 27,953 10,528 17,425 165.5%
Spot charter:
VLCC 38,232 43,227 (4,995) -11.6%
Suezmax 75,579 57,154 18,425 32.2%
Aframax 21,265 28,291 (7,026) -24.8%
Panamax 16,209 9,798 6,411 65.4%
Handymax 5,747 3,505 2,242 64.0%
Total 157,032 141,975 15,057 10.6%
Navig8 pools:
VLCC 75,935 - 75,935 n/a
Suezmax 52,361 - 52,361 n/a
Aframax 21,346 - 21,346 n/a
Total 149,642 - 149,642 n/a
Total Net Voyage Revenue $ 334,627 $ 152,503 $ 182,124 119.4%
Vessel operating days:
Time charter:
VLCC 650 - 650 n/a
Suezmax 212 550 (338) -61.5%
Total 861 550 311 56.6%
Spot charter:
VLCC 931 2,505 (1,574) -62.8%
Suezmax 2,006 3,393 (1,387) -40.9%
Aframax 659 1,441 (782) -54.3%
Panamax 722 569 153 26.9%
Handymax 364 343 21 6.1%
Total 4,682 8,251 (3,569) -43.3%
Navig8 pools:
VLCC 1,309 - 1,309 n/a
Suezmax 1,551 - 1,551 n/a
Aframax 742 - 742 n/a
Total 3,602 - 3,602 n/a
Total Operating Days for Fleet 9,145 8,801 344 3.9%
Total Calendar Days for Fleet 9,568 9,379 189 2.0%
Fleet Utilization 95.6 % 93.8 % 1.8 % 1.9%
Average Number of Owned Vessels 25.7 25.7 - 0.0%
Average Number of Owned and Chartered-in Vessels 26.2 25.6 0.6 2.3%
Time Charter Equivalent (TCE):
Time charter:
VLCC $ 36,839 $ - $ 36,839 n/a
Suezmax 19,013 19,126 (113) -0.6%
Combined 32,458 19,126 13,332 69.7%
Spot charter:
VLCC 41,057 17,255 23,802 137.9%
Suezmax 37,677 16,843 20,834 123.7%
Aframax 32,279 19,634 12,645 64.4%
Panamax 22,464 17,235 5,229 30.3%
Handymax 15,783 10,231 5,552 54.3%
Combined 33,542 17,208 16,334 94.9%
Navig8 pools:
VLCC 57,990 - 57,990 n/a
Suezmax 33,749 - 33,749 n/a
Aframax 28,785 - 28,785 n/a
Combined 41,538 - 41,538 n/a
Fleet TCE $ 36,590 $ 17,328 $ 19,262 111.2%
Direct Vessel Operating Expenses. Direct vessel operating expenses, which
include crew costs, provisions, deck and engine stores, lubricating oil,
insurance, maintenance and repairs for owned vessels increased by $1.3 million,
or 1.6%, to $85.5 million for the year ended December 31, 2015 compared to
$84.2 million for the prior year period. This increase in direct vessel
operating expenses was primarily due to the increase in average size of our
fleet and the increase in vessel management expenses during fiscal 2015 as
compared to the prior year period. During the period from May 2014 to December
2014, we changed the vessel management of 13 vessels from our
Portugal
office to
a third-party ship management company, which resulted in inclusion of a greater
amount of third-party management fees in direct vessel operating expenses for
the year ended December 31, 2015. The increase in direct vessel operating
expenses was partially offset by a decrease in crew cost of $0.8 million, or
2.1%, to $40.0 million for the year ended December 31, 2015 compared to $40.8
million for the prior year period, primarily due to the change in technical ship
management, mentioned above.
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On a daily basis, direct vessel operating expenses per vessel increased by $154,
or by 1.7%, to $9,133 for the year ended December 31, 2015 compared to $8,978
for the prior year period, primarily as a result of higher third-party
management fees, partially offset by lower crew costs during fiscal 2015 as
compared to the prior year period.
We anticipate that direct vessel operating expenses will increase in 2016 as
compared to 2015 due to the expected increase in the average size of our fleet
during the latter part of 2015 and 2016. We estimate direct vessel operating
expenses will increase by approximately $40.0 million during the year ending
December 31, 2016 compared to the year ended December 31, 2015 based on our
direct vessel operating expenses budget for 2016 and considering the budgeted
proportional increase in costs of the new vessels joining the fleet. Our budget
is based on prior year actual performance and estimates of costs provided by
third-party technical managers based on expected vessel requirements. The
budgeted amounts include no provisions for unanticipated repair or other costs.
There is no assurance that our budgeted amounts will reflect our actual results.
Unanticipated repair or other costs may cause our actual expenses to be
materially higher than those budgeted.
Navig8 charterhire expenses. Navig8 charterhire expenses increased to $11.3
million for the year ended December 31, 2015 compared to $0 for the prior year
period. These charterhire expenses were related to Nave Quasar, the vessel
chartered-in by Gener8 Maritime Subsidiary Inc. (formerly known as Navig8 Crude
Tankers, Inc.) as a result of the 2015 merger. The time charter under which this
vessel was chartered-in expired in March 2016. There were no such charterhire
expenses in the prior year period as Gener8 Maritime Subsidiary Inc. became our
subsidiary upon the consummation of the 2015 merger in May 2015. See "-Related
Party Transactions-Related Party Transactions of Navig8 Crude Tankers, Inc.-Nave
Quasar Time Charter" for more information on the Nave Quasar time charter.
General and Administrative Expenses. General and administrative expenses
increased by $14.0 million, or 62.3%, to $36.4 million for the year ended
December 31, 2015 compared to $22.4 million for the prior year period. The
primary factor contributing to this increase was an increase in the stock-based
compensation expense of $11.0 million during the year ended December 31, 2015
compared to the prior year period due to the vesting of restricted stock units
granted in connection with the pricing of our initial public offering. We
recognized compensation expense upon the immediate vesting of a portion of these
restricted stock units upon the granting of these restricted stock units, and
the vesting of an additional portion of these restricted stock units upon the
consummation of our initial public offering. In connection with the vesting of
these restricted stock units, we estimate that we will recognize $5.7 million of
compensation expense during the year ending December 31, 2016 and $4.0 million
in the years thereafter until 2018. See Note 21, Stock-based compensation AND
WARRANTS, to the consolidated financial statements in Item 8 for further detail
regarding these restricted stock units.
Also contributing to the increase in general and administrative expenses was an
increase in legal expense of $2.1 million, primarily associated with our
refinancing activities as well as other matters, during the year ended December
31, 2015 compared to the prior year period.
We anticipate our general and administrative costs to decrease in 2016 as
compared to 2015 primarily due to a decrease in our non-cash amortization
related to the settlement of the restricted stock units during the year ended
December 31, 2015, partially offset by an increase in expenses associated with
being a publicly traded company. In developing the 2016 budget, the Company
assumes that costs related to being a publicly traded company and other future
costs remain in-line with the Company's historical experience and anticipated
trends based on previously being a publicly traded company.
Depreciation and Amortization. Depreciation and amortization, which includes
depreciation of vessels as well as amortization of drydock and special survey
costs, increased by $1.5 million, or 3.2%, to $47.6 million for the year ended
December 31, 2015 compared to $46.1 million for the prior year period.
Amortization of drydocking costs increased $2.3 million while vessel
depreciation decreased $0.8 million during the year ended December 31, 2015
compared to the prior year period. The increase in the amortization of
drydocking costs, which was primarily due to additional drydocking costs
incurred during fiscal 2015, was partially offset by the decrease in vessel
depreciation due to the increase in our estimated residual scrap value of the
vessels to $325/LWT from $265/LWT effective January 1, 2015.
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Loss on impairment of vessels held for sale. During the year ended December 31,
2015, we recorded a loss of $0.5 million related to the sale of the Gener8
Consul to reflect the difference between the fair value (less selling expenses)
of the disposed vessel and its recorded value. The transaction closed in the
first quarter of 2016.
Loss on Disposal of Vessels and Vessel Equipment. During the years ended
December 31, 2015 and 2014, we incurred losses associated with the disposal of
vessels and certain vessel equipment of $0.8 million and $8.7 million (including
the loss on sale of vessel of $6.8 million), respectively.
Closing of
Portugal
Office. We announced the closing of our
Portugal
office in
April 2014, commenced the change of management of the vessels managed by the
Portugal
office in May 2014, and completed the change in November 2014. Costs
incurred associated with the closing of the
Portugal
office decreased by $4.6
million, or by 90.0%, to $0.5 million for the year ended December 31, 2015
compared to $5.1 million for the prior year period, as most of the severance
costs were incurred in the prior year period. We closed the
Portugal
office
during the fourth quarter of 2015.
Interest Expense, net. Interest expense, net decreased by $13.9 million, or
46.5%, to $16.0 million for the year ended December 31, 2015 compared to
$29.8 million for the prior year period. This decrease was primarily
attributable to an increase in the capitalization of interest expense associated
with vessel construction of $26.0 million, or by 292.6%, to $35.0 million for
the year ended December 31, 2015 compared to $9.0 million for the prior year
period, as a result of our acquisition of the 2015 acquired VLCC newbuildings in
connection with the 2015 merger. For the year ended December 31, 2015, we
capitalized interest for both the 2015 acquired VLCC newbuildings and the 2014
acquired VLCC newbuildings under construction and for the prior year period, we
capitalized interest for the 2014 acquired VLCC newbuildings. We intend to cease
capitalizing interest expense associated with the funding of the VLCC
newbuildings after delivery of the vessels. The decrease in interest expense was
partially offset by an increase in our weighted average debt balance (excluding
the impact of debt financing costs) of $57.9 million, or 7.7%, to $805.7 million
for the year ended December 31, 2015 compared to $747.8 million for the prior
year period, primarily as a result of the incurrence of additional debt related
to the delivery of our newbuilding vessels during fiscal 2015, and the accrual
of payment-in-kind interest on our senior notes.
Other Financing Costs. On May 7, 2015, in connection with the consummation of
the 2015 merger and pursuant to the 2015 equity purchase agreement entered into
in connection with the 2015 merger, we issued an aggregate of 483,970 shares to
the commitment parties as a commitment premium as consideration for their
purchase commitments under such agreement. The commitment to purchase our common
stock by the commitment parties was terminated upon the consummation of our
initial public offering, and the related expenses of $6.0 million, representing
the value of the commitment premium as of the issuance date, were reflected as
other financing costs. There were no such expenses in the prior year period.
YEAR ENDED DECEMBER 31, 2014 COMPARED TO THE YEAR ENDED DECEMBER 31, 2013
Voyage revenues. Voyage revenues increased by $35.7 million, or 10.0%, to
$392.4 million for the year ended December 31, 2014 compared to $356.7 million
for the prior year. The increase was primarily attributable to the increase in
spot market revenues by $41.0 million, or 12.1%, to $381.5 million for the year
ended December 31, 2014 compared to $340.4 million for the prior year, which was
primarily driven by increased spot charter rates during the year.
Our time charter voyage revenues decreased by $5.3 million, or 32.7%, to
$10.9 million for the year ended December 31, 2014 compared to $16.2 million for
the prior year. The decrease in time charter revenue was primarily due to the
decrease in time charter days by 719 days, or 56.7%, to 550 days for the year
ended December 31, 2014 compared to 1,269 days for the prior year, as we put
more vessels into the spot market. Partially offsetting the effect of the
decrease in time charter days, our time charter TCE rate increased by $6,821, or
55.4%, to $19,126 for the year ended December 31, 2014 compared to $12,305 for
the prior year, due to our vessels being on higher rate time charters for the
year ended December 31, 2014 compared to the prior year.
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Partially offsetting this increase in voyage revenues was a decrease in our
total operating days for fleet of 977 days, or 10.0%, to 8,801 days for the year
ended December 31, 2014 compared to 9,778 days for the prior year, attributable
to the decrease in both our fleet size and fleet utilization during the period.
The average size of our fleet decreased by 2.1 vessels, or 7.6%, to 25.7 vessels
(4.1 Aframax, 11.6 Suezmax, 7.0 VLCC, 2.0 Panamax, and 1.0 Handymax) for the
year ended December 31, 2014 compared to 27.8 vessels (5.8 Aframax, 12.0
Suezmax, 7.0 VLCC, 2.0 Panamax, and 1.0 Handymax) for the prior year. The
decrease in our fleet size reflects the sale of two Aframax vessels in October
2013 and February 2014, respectively, and one Suezmax vessel in July 2014. Our
fleet utilization decreased by 2.7%, to 93.8% for the year ended December 31,
2014 compared to 96.4% for the prior year, primarily due to more offhire days
for regularly scheduled drydocks and vessel management transition during the
year ended December 31, 2014 compared to the prior year. The transition of
vessel management occurred in connection with the closure of our
Portugal
office
described below under "-Closing of
Portugal
Office" and contributed to the
increase in offhire days due to the need to bring new crew members on board
certain vessels and to complete required documentation and procedures. The
number and length of our regularly scheduled drydockings are often not
consistent from period to period, and are dependent upon scheduling, ages of
vessels being drydocked and the amount of work necessary based on the condition
of the vessels at the time of drydock. See "-Liquidity and Capital
Resources-Capital Expenditures and Drydocking" for information on the frequency
of regularly scheduled drydockings and anticipated future drydocking days and
costs.
Voyage expenses. Voyage expenses decreased by $20.1 million, or 7.7%, to
$239.9 million for the year ended December 31, 2014 compared to $260.0 million
for the prior year. The decrease in the voyage expenses was primarily due to the
decrease in spot market days, fuel costs per spot market day and port costs per
spot market day for the year ended December 31, 2014 as compared to the prior
year. Spot market days decreased by 258 days, or 3.0%, to 8,251 days for the
year ended December 31, 2014 compared to 8,509 days for the prior year. The
decrease in spot market days was primarily attributable to the decrease in both
our fleet size and fleet utilization discussed above. Fuel costs, which
represent the largest component of voyage expenses, decreased by $11.7 million,
or 6.0%, to $183.7 million for the year ended December 31, 2014 compared to
$195.4 million for the prior year. This decrease in fuel costs was primarily
attributable to the decrease in spot market days discussed above and the
decrease in the fuel costs per spot market day of $700, or 3.0%, to $22,262 for
the year ended December 31, 2014 compared to $22,962 for the prior year. This
decrease in the fuel costs per spot market day was primarily due to the decrease
in oil prices during the year ended December 31, 2014 compared to the prior
year. Port costs, which can vary depending on the geographic regions in which
the vessels operate and their trading patterns, decreased by $10.6 million, or
20.6%, to $40.7 million for the year ended December 31, 2014 compared to
$51.3 million for the prior year. The decrease in port costs was primarily due
to a decrease in port costs per spot market day by $1,089, or 18.1%, to $4,935
for the year ended December 31, 2014 compared to $6,024 for the prior year. The
decrease in port costs per spot market day was primarily the result of the
differences in the ports visited in the year ended December 31, 2014 as compared
to the prior year. Also contributing to the decrease in port costs was the
decrease in spot market days discussed above.
Net voyage revenues. Net voyage revenues, which are voyage revenues minus
voyage expenses, increased by $55.8 million, or 57.7%, to $152.5 million for the
year ended December 31, 2014 compared to $96.7 million for the prior year. The
increase in net voyage revenues was primarily attributable to higher spot
charter and time charter TCE rates, primarily resulting from a higher charter
rate environment, earned during the year ended December 31, 2014 compared to the
prior year. Our average TCE rate increased by $7,439, or 75.2%, to $17,328 for
the year ended December 31, 2014 compared to $9,889 for the prior year. Our spot
market TCE rate increased by $7,679, or 80.6%, to $17,208 for the year ended
December 31, 2014 compared to $9,529 for the prior year; while our time charter
TCE rate increased by $6,821, or 55.4%, to $19,126 for the year ended
December 31, 2014 compared to $12,305 for the prior year. (We had only one
vessel engaged in time charter voyages as of December 31, 2014 and 2013). This
increase in net voyage revenues was partially offset by the 10.0% decrease in
our total operating days for fleet discussed above.
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The following is additional data pertaining to net voyage revenues:
Years Ended December 31, Increase %
2014 2013 (Decrease) Change
Net voyage revenue (dollars in thousands):
Time charter:
VLCC $ - $ 4,463 $ (4,463) (100.0) %
Suezmax 10,528 9,629 899 9.3
Aframax - - - n/a
Panamax - 312 (312) (100.0)
Handymax - 1,204 (1,204) (100.0)
Total 10,528 15,608 (5,080) (32.5)
Spot charter:
VLCC 43,227 21,275 21,952 103.2
Suezmax 57,154 36,655 20,499 55.9
Aframax 28,291 18,136 10,155 56.0
Panamax 9,798 3,706 6,092 164.4
Handymax 3,505 1,307 2,198 168.2
Total 141,975 81,079 60,896 75.1
Total Net Voyage Revenue $ 152,503 $ 96,687 $ 55,816 57.7
Vessel operating days:
Time charter:
VLCC - 557 (557) (100.0)
Suezmax 550 555 (5) (0.9)
Aframax - - - n/a
Panamax - 34 (34) (100.0)
Handymax - 123 (123) (100.0)
Total 550 1,269 (719) (56.7)
Spot charter:
VLCC 2,505 1,956 549 28.1
Suezmax 3,393 3,720 (327) (8.8)
Aframax 1,441 1,895 (454) (24.0)
Panamax 569 696 (127) (18.2)
Handymax 343 242 101 41.7
Total 8,251 8,509 (258) (3.0)
Total Operating Days for Fleet 8,801 9,778 (977) (10.0)
Total Calendar Days for Fleet 9,379 10,145 (766) (7.6)
Fleet Utilization 93.8 % 96.4 % (2.6) % (2.7)
Average Number Of Vessels 25.7 27.8 (2.1) (7.6)
Time Charter Equivalent (TCE):
Time charter:
VLCC $ - $ 8,013 $ (8,013) (100.0)
Suezmax 19,126 17,368 1,758 10.1
Aframax - - - n/a
Panamax - 9,170 (9,170) (100.0)
Handymax - 9,791 (9,791) (100.0)
Combined 19,126 12,305 6,821 55.4
Spot charter:
VLCC 17,255 10,879 6,376 58.6
Suezmax 16,843 9,853 6,990 70.9
Aframax 19,634 9,569 10,065 105.2
Panamax 17,235 5,325 11,910 223.7
Handymax 10,231 5,401 4,830 89.4
Combined 17,208 9,529 7,679 80.6
Fleet TCE $ 17,328 $ 9,889 $ 7,439 75.2
Direct Vessel Operating Expenses. Direct vessel operating expenses, which
include crew costs, provisions, deck and engine stores, lubricating oil,
insurance, maintenance and repairs decreased by $6.1 million, or 6.7%, to
$84.2 million for the year ended December 31, 2014 compared to $90.3 million for
the prior year. This decrease in direct vessel operating expenses primarily
related to the decrease in the size of our fleet discussed above for the year
ended December 31, 2014 compared to the prior year. On a daily basis, direct
vessel operating expenses per vessel increased by $77, or 0.9%, to $8,978 for
the year ended December 31, 2014 compared to $8,901 for the prior year.
General and Administrative Expenses. General and administrative expenses
increased by $0.6 million, or 2.8%, to $22.4 million for the year ended
December 31, 2014 compared to $21.8 million for the prior year. The primary
factors contributing to this increase were an increase in legal fees of
$1.2 million and an increase in employee compensation of $1.3 million for the
year ended December 31, 2014 as compared to the prior year. The increase in
employee compensation was primarily the result of the accrual of a 2014 bonus of
$1.0 million to our Chairman, Peter C. Georgiopoulos, in 2014. Mr. Georgiopoulos
did not receive a bonus in 2013. The increase in general and administrative
expenses was partially offset by a decrease of $1.0 million in the
Portugal
office's expenses during the year ended December 31, 2014 as compared to the
prior year as a result of its windingdown.
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Depreciation and Amortization. Depreciation and amortization, which includes
depreciation of vessels as well as amortization of drydock and special survey
costs, increased by $0.2 million, or 0.5%, to $46.1 million for the year ended
December 31, 2014 compared to $45.9 million for the prior year. Vessel
depreciation decreased $1.7 million while amortization of drydocking costs
increased $1.7 million during the year ended December 31, 2014 compared to the
prior year. The decrease in vessel depreciation was primarily due to the
decrease in the average size of our fleet discussed above for the year ended
December 31, 2014 compared to the prior year. The increase in the amortization
of drydocking costs was primarily due to additional drydocking costs incurred
during the year ended December 31, 2014. See "-Liquidity and Capital
Resources-Capital Expenditures and Drydocking" below for a discussion of these
drydocking costs.
Goodwill Writeoff for Sales of Vessels. Goodwill associated with one Suezmax
vessel of $1.2 million and two Aframax vessels of $1.1 million was written off
during the years ended December 31, 2014 and 2013, respectively, as a result of
the sales of these vessels.
Loss on Goodwill Impairment. During the year ended December 31, 2014, we recorded $2.1 million of goodwill impairment as a result of our annual assessment.
Loss on Disposal of Vessels and Vessel Equipment. During the year ended
December 31, 2014 and 2013, we incurred losses associated with the disposal of
vessels and certain vessel equipment of $8.7 million (including the loss on sale
of a Suezmax vessel of $6.3 million and an Aframax vessel of $0.4 million) and
$2.5 million (including the loss on sale of an Aframax vessel of $1.1 million),
respectively.
Loss on Impairment of Vessel. During the year ended December 31, 2013, we recorded a loss on impairment of a vessel of $2.0 million, which included writing such vessel down to its fair value. The vessel was classified as held for sale in December 2013 and sold in February 2014. During the year ended December 31, 2014, we did not record any loss on impairment of vessels.
Closing of
Portugal
Office. We announced the closing of our
Portugal
office in
April 2014 and commenced the change of management of the vessels managed by the
Portugal
office in May 2014. For the year ended December 31, 2014, costs
incurred associated with the closing of the
Portugal
office amounted to
$5.1 million (primarily related to severance costs of $4.4 million) and are
included in Closing of
Portugal
office on the consolidated statement of
operations.
Net Interest Expense. Net interest expense decreased by $4.8 million, or 13.9%,
to $29.8 million for the year ended December 31, 2014 compared to $34.6 million
for the prior year. The decrease was primarily due to the capitalization in 2014
of $9.0 million of interest expense associated with vessel construction as
compared to the prior year when there was no vessel construction and thus no
capitalization of interest expense. Also contributing to the decrease in our net
interest expense was a decrease in our weighted average debt balance by
$27.3 million, or 3.5%, to $747.8 million for the year ended December 31, 2014
compared to $775.1 million for the prior year primarily as a result of our
repayment of $86.4 million under our $508M credit facility and $32.2 million
under our $273M credit facility during the period from October 1, 2013 to
December 31, 2014. Such decreases were partially offset by the increase in the
weighted average interest rate applicable to our debt during the year ended
December 31, 2014 as a result of the issuance of our senior notes in March 2014.
Our senior notes currently accrue paymentinkind interest at the rate of 11.0%
per annum which is significantly higher than the rates applicable to our senior
secured credit facilities which bear interest at LIBOR plus a margin of 4% per
annum.
Effects of Inflation
We do not consider inflation to be a significant risk to the cost of doing business in the current or foreseeable future. Inflation has a moderate impact on operating expenses, drydocking expenses and corporate overhead.
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LIQUIDITY AND CAPITAL RESOURCES
Sources and Uses of Funds; Cash Management
Since 2012, our principal sources of funds have been cash flow from operations,
equity financings, issuance of longterm debt, longterm bank borrowings and
sales of our older vessels. Our principal uses of funds have been capital
expenditures for vessel acquisitions and construction, maintenance of the
quality of our vessels, compliance with international shipping standards and
environmental laws and regulations, funding working capital requirements and
repayments on outstanding indebtedness. Our practice has been to acquire vessels
or newbuilding contracts using a combination of available cash, issuances of
equity securities, bank debt secured by mortgages on our vessels and longterm
debt securities.
We expect to use borrowings under the Korean Export Credit Facility, the
Sinosure Credit Facility and under the Chinese Export Credit Facility we intend
to enter into, in addition to our operating cash flows and proceeds from past
equity offerings to fund the amounts owed on our existing newbuilding
commitments.
While we expect to utilize the Korean Export Credit Facility and the Sinosure
Credit Facility as well as the Chinese Export Credit Facility we intend to enter
into to fund a significant portion of our existing VLCC newbuildings, we do not
currently have debt or other financing committed to fund the entirety of our
existing VLCC newbuildings and we may be liable for damages if we breach our
obligations under our VLCC shipbuilding contracts. Our entry into the Chinese
Export Credit Facility as well as our ability to borrow thereunder will be
subject to definitive documentation and customary closing conditions. Further,
our ability to borrow any further amounts under the Korean Export Credit
Facility and Sinosure Credit Facility is subject to various conditions.
Accordingly, there is no assurance that the Chinese Export Credit Facility will
be procured on terms favorable to us, or at all, or that we will be able to
borrow sufficient funds thereunder or under the Korean Export Credit Facility
and Sinosure Credit Facility. To the extent that any such sources of financing
are not available on terms acceptable to us, or at all, we may also review other
debt and equity financing alternatives to fund such existing commitments.
We believe that our current cash balance as well as operating cash flows and
future borrowings under our 2015 credit facilities (as well as the Chinese
Export Credit Facility which we intend to enter into) will be sufficient to meet
our liquidity needs for the next year. See Note 15, Long-term debt, to the
consolidated financial statements in Item 8 for more information relating to the
shipbuilding contracts for the VLCC newbuildings.
Our business is capital intensive and our future success will depend on our
ability to maintain a highquality fleet through the acquisition of newer
vessels and the selective sale of older vessels. These acquisitions will be
principally subject to management's expectation of future market conditions as
well as our ability to acquire vessels on favorable terms. In the future, we may
engage in additional debt or equity financing transactions to fund such
acquisitions or raise funds for other corporate purposes. However, there is no
assurance that we will be able to obtain any such financing on terms acceptable
to us, or at all.
Recent Equity Issuances
During the period from May 18, 2012 through December 11, 2013, we issued
1,269,625 shares of Common Stock for aggregate gross proceeds of approximately
$30.0 million and in satisfaction of approximately $5.9 million of liabilities.
During this period, we also issued 10,146 shares of Series A Preferred Stock for
aggregate gross proceeds of approximately $10.2 million. On December 11, 2013,
we reclassified our existing Common Stock into Class A Common Stock. During the
period from December 12, 2013 through May 6, 2015 we issued 21,391,530 shares of
Class B Common Stock for aggregate gross proceeds of approximately
$395.7 million. Additionally, during this period all 10,146 shares of Series A
Preferred Stock were converted into 611,468 shares of Class B Common Stock.
On May 7, 2015, in connection with the consummation of the 2015 merger, all
shares of Class A Common Stock and Class B Common Stock were converted to a
single class of common stock on a one-to-one basis upon the filing of our Third
Amended and Restated Articles of Incorporation. Additionally, pursuant to the
terms of the 2015 merger, each former shareholder of Navig8 Crude that is
determined by us to be permitted to receive our common stock pursuant to the
Securities Act is entitled to merger consideration of 0.8947 shares of our
common stock for each share of Navig8 Crude. Former shareholders of Navig8 Crude
that are not determined by us to be permitted to receive our
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common stock pursuant to the Securities Act (e.g., shareholders that are not
"accredited investors," as defined in Regulation D promulgated under the
Securities Act) are entitled to cash consideration. At the closing of the 2015
merger, we deposited into an account maintained by the 2015 merger exchange and
paying agent, in trust for the benefit of Navig8 Crude's former shareholders,
31,233,170 shares of our common stock and $4.5 million in cash. The number of
shares and amount of cash deposited into such account was calculated based on an
assumption that the former holders of 1% of Navig8 Crude's shares would not be
permitted under the 2015 merger agreement to receive shares of our common stock
as consideration and would receive cash instead. During the period from May 8,
2015 (post-merger) to December 31, 2015, all of these shares, 232,819 additional
shares and $1.2 million in cash were issued to former shareholders of Navig8
Crude as merger consideration and $3.3 million of cash was returned to us from
the trust account since the former holders of more than 99.0% of Navig8 Crude's
shares received our shares as consideration.
In connection with the 2015 merger agreement, until 24 months following the
anniversary of the closing of the 2015 merger, we are required, subject to a
maximum amount of $75 million and a deductible of $5 million, to indemnify and
defend General Maritime's or Navig8 Crude's shareholders, in each case
immediately prior to the 2015 merger, in respect of certain losses arising from
inaccuracies or breaches in the representations and warranties of, or the breach
prior to the closing of the 2015 merger by, Navig8 Crude and General Maritime,
respectively. Any amounts payable pursuant to such indemnification obligation
shall be satisfied by the issuance of shares of our common stock with a fair
market value equal to the amount of the indemnified loss and may result in
dilution to certain shareholders.
Additionally, on May 7, 2015, upon consummation of the 2015 merger, pursuant to
the 2015 equity purchase agreement entered into in connection with the 2015
merger, we issued an aggregate of 483,970 shares to the commitment parties as a
commitment premium as consideration for their purchase commitments under such
agreement. The commitment to purchase our common stock by the commitment parties
terminated upon the consummation of our initial public offering. See "-Related
Party Transactions-2015 Merger Related Transactions-2015 Equity Purchase
Agreement" for more information about the 2015 equity purchase agreement.
In connection with the 2015 merger, we also entered into an amended and restated
warrant agreement with a former Navig8 warrant holder with 1,600,000 warrants
providing this former Navig8 warrant holder the right to purchase 0.8947 shares
of our common stock for each warrant held for $10.00 per warrant, or $11.18 per
share (the "2015 warrants"). We also agreed to convert a Navig8 option into an
option to purchase 13,420 shares of our common stock at an exercise price of
$15.088 per share.
The 2015 warrants, which expire on March 31, 2016, vest in five equal tranches,
with each tranche vesting upon our common shares reaching the following trading
thresholds following the IPO: $15.09, $16.21, $17.32, $18.44 and $19.56. These
trading thresholds represent the volume-weighted average price of our shares
over any period of ten consecutive trading days during which there is a minimum
cumulative trading volume of $2 million.
On June 30, 2015, we completed our initial public offering, or "IPO," of
15,000,000 shares at $14.00 per share, which, together with the July 17, 2015
exercise by the underwriters of the IPO of their over-allotment option to
purchase 1,882,223 shares, resulted in gross proceeds of $236.4 million. After
underwriting commissions and other expenses, we received net proceeds of
approximately $214.4 million.
Debt Financings
Former Senior Secured Credit Facilities. Pursuant to the Chapter 11 plan, a
prepetition revolving credit facility entered into by our whollyowned
subsidiary, Gener8 Maritime Subsidiary II Inc. (formerly known as General
Maritime Subsidiary Corporation and referred to in this report as "Gener8
Maritime Sub II," and a syndicate of commercial lenders was amended and restated
on the effective date. Pursuant to the amended and restated credit facility,
which we refer to as the "$508M credit facility," and after giving effect to a
partial paydown of outstanding obligations under the credit facility provided
for by the Chapter 11 plan, our outstanding revolving loans under the credit
facility were converted into tranche A term loans and the termination value of a
related interest rate swap, together with interest thereon, was exchanged for
tranche B term loans under the $508M credit facility. The $508M credit facility,
upon our emergence from Chapter 11, provided for term loans in the aggregate
amount of $509.0 million.
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Pursuant to the Chapter 11 plan, a prepetition term loan and revolving facility
entered into by our whollyowned subsidiary, Gener8 Maritime Subsidiary IV
Corporation (formerly known as General Maritime Subsidiary II Corporation and
referred to in this report as "Gener8 Maritime Sub IV," and a syndicate of
commercial lenders was amended and restated on the effective date. Pursuant to
the amended and restated credit facility, which we refer to as the "$273M credit
facility," and after giving effect to a partial paydown of outstanding
obligations under the credit facility provided for by the Chapter 11 plan, our
outstanding revolving loans under the credit facility were converted into term
loans and our outstanding term loans under the credit facility continued as term
loans under the $273M credit facility. The $273M credit facility, upon our
emergence from Chapter 11, provided for term loans in the aggregate amount of
$273.8 million. We refer to the $508M credit facility and the $273M credit
facility as our "former senior secured credit facilities." We refinanced the
former senior secured credit facilities in September 2015. The former senior
secured credit facilities bore interest at a rate per annum based on LIBOR plus
a margin of 4% per annum. See "-Refinancing Facility" below.
Refinancing Facility. On September 3, 2015, we entered into a term loan
facility, which we refer to as the "refinancing facility," dated as of September
3, 2015, by and among Gener8 Maritime Sub II, Gener8 Maritime, Inc., as parent,
the lenders party thereto, and Nordea Bank Finland, PLC,
New York
Branch as
Facility Agent and Collateral Agent in order to refinance (i) the $508M credit
facility and (ii) the $273M Credit Facility. The refinancing facility provides
for term loans up to the aggregate approximate amount of $581.0 million, which
were fully drawn on September 8, 2015. As of December 31, 2015, $552.0 million
was outstanding under the refinancing facility. The loans under the refinancing
facility will mature on September 3, 2020.
The refinancing facility bears interest at a rate per annum based on LIBOR plus
a margin of 3.75% per annum. If there is a failure to pay any amount due on a
loan under the refinancing facility, interest shall accrue at a rate 2.00%
higher than the interest rate that would otherwise have been applied to such
amount. The refinancing facility is secured on a first lien basis by a pledge of
our interest in Gener8 Maritime Sub II, a pledge by Gener8 Maritime Sub II of
its interests in the 25 vessel-owning subsidiaries it owns, which we refer to as
the "Gener8 Maritime Sub II vessel owning subsidiaries," and a pledge by such
Gener8 Maritime Sub II vessel owning subsidiaries of substantially all their
assets, and is guaranteed by Gener8 Maritime, Inc. and the Gener8 Maritime Sub
II vessel owning subsidiaries. In addition, the refinancing facility is secured
by a pledge of certain of our and Gener8 Maritime Sub II vessel owning
subsidiaries' respective bank accounts. As of December 31, 2015, the Gener8
Maritime Sub II Vessel Owning Subsidiaries owned 7 VLCCs, 11 Suezmax vessels, 4
Aframax vessels, 2 Panamax vessels and 1 Handymax vessel.
Gener8 Maritime Sub II is obligated to repay the refinancing facility in 20
consecutive quarterly installments, commencing on December 31, 2015. Gener8
Maritime Sub II is also required to prepay the refinancing facility upon the
occurrence of certain events, such as a sale of vessels held as collateral or
total loss of a vessel.
We are required to comply with various collateral maintenance and financial
covenants under the refinancing facility, including with respect to its maximum
leverage ratio, minimum cash balance and an interest expense coverage ratio
covenant. The refinancing facility also requires us to comply with a number of
customary covenants, including covenants related to the delivery of quarterly
and annual financial statements, budgets and annual projections; maintaining
required insurances; compliance with laws (including environmental); compliance
with ERISA; maintenance of flag and class of the collateral vessels;
restrictions on consolidations, mergers or sales of assets; limitations on
liens; limitations on issuance of certain equity interests; limitations on
restricted payments; limitations on transactions with affiliates; and other
customary covenants and related provisions.
The refinancing facility also contains certain restrictions on payments of
dividends and prepayments of the indebtedness under the Note and Guarantee
Agreement. We are permitted to pay dividends and make prepayments under the Note
and Guarantee Agreement so long as we satisfy certain conditions under our
refinancing facility's minimum cash balance and collateral maintenance tests
subject to a cap of 50% of consolidated net income earned after the closing date
of the refinancing facility. For purposes of calculating consolidated net
income, consolidated net income will be adjusted, without duplication, by adding
noncash interest expense and amortization of other fees and expenses; amounts
attributable to impairment charges on intangible assets, including amortization
or write-off of goodwill; non-cash management retention or incentive program
payments; non-cash restricted stock compensation; and losses on minority
interests or investments less gains on such minority interests or investments.
We are also permitted to pay dividends in
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an amount not to exceed net cash proceeds received from our issuance of equity
after the date of the refinancing facility. We may also make prepayments under
the Note and Guarantee Agreement from the proceeds received from sale of assets
so long as we satisfy certain conditions under our minimum cash balance and
collateral maintenance tests. Further, we are allowed to refinance the Note and
Guarantee Agreement subject to certain restrictions and pay the outstanding
indebtedness under the Note and Guarantee Agreement on the maturity date of the
Note and Guarantee Agreement.
The refinancing facility includes customary events of default and remedies for
credit facilities of this nature, including an event of default if a change of
control occurs. In addition to other customary events that would constitute a
change of control, a change of control under the refinancing facility would
occur if a change of control, as defined in any indebtedness in excess of an
aggregate principal amount of $20.0 million, occurs and such indebtedness
becomes due and payable prior to its stated maturity date as a result of such
change of control. If we do not comply with our financial and other covenants
under the refinancing facility, the lenders may, subject to various customary
cure rights, require the immediate payment of all amounts outstanding under the
refinancing facility.
Korean Export Credit Facility. On September 3, 2015, we entered into a term
loan facility, which we refer to as the "Korean Export Credit Facility," dated
as of August 31, 2015, by and among our wholly-owned subsidiary, Gener8 Maritime
Subsidiary VIII Inc., referred to in this report as "Gener8 Maritime Sub VIII",
as borrower; Gener8 Maritime, Inc., as the parent guarantor; our wholly-owned
subsidiary, Gener8 Maritime Sub V, as the borrower's direct sole shareholder;
the borrower's 15 wholly-owned subsidiary owner guarantors party thereto;
Citibank, N.A. and Nordea Bank Finland Plc,
New York
Branch, as global
co-ordinators; Citibank, N.A. and Nordea Bank Finland Plc,
New York
Branch, as
bookrunners; Citibank, N.A.,
London
Branch as ECA co-ordinator and ECA agent;
Nordea Bank Finland Plc,
New York
Branch as commercial tranche co-ordinator;
Nordea Bank Finland Plc,
New York
Branch as facility agent; Nordea Bank Finland
Plc,
New York
Branch as security agent; The Export-Import Bank of Korea, or
"KEXIM"; the commercial tranche bookrunners party thereto; the mandated lead
arrangers party thereto; the lead arrangers party thereto; the banks and
financial institutions named therein as original lenders; and the banks and
financial institutions named therein as hedge counterparties, to fund a portion
of the remaining installment payments due under shipbuilding contracts for 15
VLCC newbuildings owned by us at that time. The Korean Export Credit Facility
provides for term loans up to the aggregate approximate amount of $963.7
million, which is comprised of a tranche of term loans, which we refer to as the
"commercial tranche," to be made available by a syndicate of commercial lenders
up to the aggregate approximate amount of $282.0 million, a tranche of term
loans, which we refer to as the "KEXIM guaranteed tranche," to be fully
guaranteed by KEXIM up to the aggregate approximate amount of up to $139.7
million, a tranche of term loans, which we refer to as the "KEXIM funded
tranche," to be made available by KEXIM up to the aggregate approximate amount
of $197.4 million, and a tranche of term loans, which we refer to as the "K-Sure
tranche," insured by Korea Trade Insurance Corporation, or "K-Sure," up to the
aggregate approximate amount of $344.6 million.
At or around the time of delivery of each VLCC newbuilding specified in the
Korean Export Credit Facility, a loan will be available to be drawn under the
Korean Export Credit Facility in an amount equal to the lowest of (i) 65% of the
final contract price of such VLCC newbuilding, (ii) 65% of the maximum contract
price of such VLCC newbuilding and (iii) 60% of the fair market value of such
VLCC newbuilding tested at or around the time of delivery of such VLCC
newbuilding. We refer to such loan described under the caption "Korean Export
Credit Facility" as a "vessel loan." Each vessel loan will be allocated pro rata
to each lender of the commercial tranche, KEXIM guaranteed tranche, KEXIM funded
tranche and K-Sure tranche based on their commitment, other than the vessel
loans to fund the deliveries of Gener8 Hector and Gener8 Nestor, which will be
fully funded by the lenders of the Commercial Tranche. Our ability to utilize
these funds is subject to the actual delivery of the vessel. As of December 31,
2015, Gener8 Maritime Sub VIII borrowed approximately $185.4 million to fund the
delivery of three vessels. Between January 1, 2016 and March 15, 2016, Gener8
Maritime Sub VIII borrowed an additional approximately $121.6 million to fund
the delivery of 2 vessels.
Each vessel loan will mature, in respect of the commercial tranche, on the date
falling 60 months from the date of borrowing of that vessel loan and, in respect
of the other tranches, on the date falling 144 months from the date of borrowing
of that vessel loan. KEXIM and K-Sure have the option of requiring prepayment of
their respective tranches if the commercial tranche is not, upon its termination
date, fully refinanced or renewed by the commercial lenders. Upon exercise of
such option, all outstanding amounts under the relevant tranche must be repaid
upon the termination date of the commercial tranche.
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The Korean Export Credit Facility bears interest at a rate per annum based on
LIBOR plus a margin of, in relation to the commercial tranche, 2.75% per annum,
in relation to the KEXIM guaranteed tranche, 1.50% per annum, in relation to the
KEXIM funded tranche, 2.60% per annum and in relation to the K-Sure tranche,
1.70% per annum. If there is a failure to pay any amount due on a vessel loan,
interest shall accrue at a rate 2.00% higher than the interest rate that would
otherwise have been applied to such amount. The Korean Export Credit Facility is
secured on a first lien basis by a pledge of our interest in Gener8 Maritime Sub
V, a pledge by Gener8 Maritime Sub V of its interests in Gener8 Maritime Sub
VIII, a pledge by Gener8 Maritime Sub VIII of its interests in its 15
wholly-owned subsidiaries owning or intended to own vessels or newbuildings,
which we refer to as the Gener8 Maritime Sub VIII vessel owning subsidiaries,"
and a pledge by such Gener8 Maritime Sub VIII vessel owning subsidiaries of
substantially all their assets, and is guaranteed by us, Gener8 Maritime Sub V
and the Gener8 Maritime Sub VIII vessel owning subsidiaries. In addition, the
Korean Export Credit Facility is secured by a pledge of certain of our and
Gener8 Maritime Sub VIII vessel owning subsidiaries' respective bank accounts.
As of December 31, 2015, the Gener8 Maritime Sub VIII vessel owning subsidiaries
were party to shipbuilding contracts with Korean shipyards for the construction
and delivery of five VLCC newbuildings and party to ship delivery agreements
with Gener8 Maritime Subsidiary Inc. (our wholly-owned subsidiary and the party
to eight additional shipbuilding contracts with Korean shipyards) for the
delivery of eight additional VLCCs newbuildings. We intend to novate two
additional shipbuilding contracts that are held by direct wholly-owned
subsidiaries of Gener8 Maritime Sub V to the Gener8 Maritime Sub VIII vessel
owning subsidiaries.
Gener8 Maritime Sub VIII is obligated to repay the commercial tranche of each
vessel loan in 20 equal consecutive quarterly installment (excluding a final
balloon payment equal to 2/3 of the applicable vessel loan) of such vessel loan
and is obligated to repay the KEXIM guaranteed tranche, the KEXIM funded tranche
and the K-Sure tranche of each vessel loan in 48 equal consecutive installments.
Gener8 Maritime Sub VIII is also required to prepay vessel loans upon the
occurrence of certain events, including a default under a shipbuilding contract,
a sale or total loss of a vessel, and upon election by the majority lenders,
upon a change of control.
If Peter Georgiopoulos ceases at any time to serve as a member of our board of
directors, a change of control would occur under the Korean Export Credit
Facility. For example, a change of control would occur if Mr. Georgiopoulos
resigns or is removed from the board, declines to stand for reelection or fails
to be reelected to the board, dies or otherwise ceases to remain as one of our
directors for any reason. In the event of a change of control, the majority
lenders may elect to declare all amounts outstanding under the vessel loans to
be immediately due and payable and, in the event of non-payment, proceed against
the collateral securing such loans. The lenders may make this election at any
time following the occurrence of a change of control.
We are also subject to various collateral maintenance, financial and other covenants, restrictions on payments of dividends, events of default and remedies that are substantially the same as those contained in the refinancing facility.
Sinosure Credit Facility. On December 1, 2015, we entered into a term loan
facility, dated as of November 30, 2015, which we refer to as the "Sinosure
Credit Facility," by and among our wholly-owned subsidiary, Gener8 Maritime
Subsidiary VII Inc., as borrower, referred to in this report as "Gener8 Maritime
Subsidiary VII"; Gener8 Maritime, Inc., as the parent guarantor; the borrower's
four wholly-owned subsidiary owner guarantors party thereto; Citibank, N.A. and
Nordea Bank Finland Plc,
New York
Branch, as global co-ordinators; Citibank,
N.A., as bookrunner; Citibank, N.A.,
London
Branch as ECA co-ordinator and ECA
agent; Nordea Bank Finland Plc,
New York
Branch as facility agent and security
agent; The Export-Import Bank of China; the mandated lead arrangers party
thereto; the banks and financial institutions named therein as original lenders;
and the banks and financial institutions named therein as hedge counterparties,
to fund a portion of the remaining installment payments due under shipbuilding
contracts for three VLCC newbuildings we own which are being built at Chinese
shipyards and to refinance the $60.2 million outstanding under the Citibank
facility. On December 28, 2015, we entered into a Supplemental Agreement to the
Sinosure Facility to clarify certain financial covenant definitions and made
other technical and conforming changes thereto. The Sinosure Credit Facility
provides for term loans up to the aggregate approximate amount of $259.6
million. As of December 31, 2015, Gener8 Maritime Subsidiary VII borrowed
approximately $62.9 million to fund the delivery of one vessel. Between January
1, 2016 and March 15, 2016, Gener8 Maritime Subsidiary VII borrowed an
additional $62.6 million to fund the delivery of 1 vessel.
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At or around the time of delivery of each of the three VLCC newbuildings, a loan
in an amount equal to the lowest of (i) 67.5% of the contract price of such VLCC
newbuilding, (ii) 67.5% of the maximum contract price of such VLCC newbuilding
and (iii) 65% of the fair market value of such VLCC newbuilding tested at or
around the time of delivery of such VLCC newbuilding will be available to be
drawn under the Sinosure Credit Facility, each such loan referred to as a
"delivery loan". Additionally, we drew upon the Sinosure Credit Facility in
order to refinance the Citibank Facility (as defined below), such loan referred
to as the "refinancing loan". We refer to each delivery loan and refinancing
loan described under the caption "Sinosure Credit Facility" as a "vessel loan."
Each vessel loan will be allocated pro rata to each lender based on its
commitments. Our ability to utilize funds obtained from a delivery loan is
subject to the actual delivery of the vessel. Each vessel loan will mature on
the date falling 144 months from the date of borrowing of that vessel loan.
The Sinosure Credit Facility bears interest at a rate per annum based on LIBOR
plus a margin of 2.00% per annum. If there is a failure to pay any amount due on
a vessel loan, interest shall accrue at a rate 2.00% higher than the interest
rate that would otherwise have been applied to such amount. The Sinosure Credit
Facility is secured on a first lien basis by a pledge of our interest in Gener8
Maritime Subsidiary VII, a pledge by Gener8 Maritime Subsidiary VII of its
interests in its four wholly-owned subsidiaries owning or intended to own
vessels or newbuildings (the "Gener8 Maritime Subsidiary VII Vessel Owning
Subsidiaries") and a pledge by such Gener8 Maritime Subsidiary VII Vessel Owning
Subsidiaries of substantially all their assets, and is guaranteed by us and the
Gener8 Maritime Subsidiary VII Vessel Owning Subsidiaries. In addition, the
Sinosure Credit Facility is secured by a pledge of certain of our and Gener8
Maritime Subsidiary VII Vessel Owning Subsidiaries' respective bank accounts.
Gener8 Maritime Subsidiary VII is obligated to repay each vessel loan in equal
consecutive quarterly installments (excluding a final balloon payment equal to
20% of the applicable vessel loan), each in an amount equal to 1 2/3% of such
vessel loan, on each of March 21, June 21, September 21 and December 21 until
its maturity date. On the maturity date, Gener8 Maritime Subsidiary VII is
obligated to repay the remaining amount that is outstanding under each vessel
loan. Gener8 Maritime Subsidiary VII is also required to prepay vessel loans
upon the occurrence of certain events, including a default under a shipbuilding
contract, a sale or total loss of a vessel and, upon election by The
Export-Import Bank of China and one other lender, upon a change of control.
A change of control will occur under the Sinosure Credit Facility if, at any
time, none of (i) Peter Georgiopoulos, (ii) Gary Brocklesby or (iii) Nicolas
Busch serves as a member of our Board. For example, since Mr. Brocklesby is not
currently a member of the Board, a change of control would occur should Mr.
Georgiopoulos and Mr. Busch both resign or be removed from the board, decline to
stand for reelection or fail to be reelected to the board, die or otherwise
cease to remain as our directors for any reason. In the event of a change of
control, The Export-Import Bank of China along with one other lender could elect
to declare all amounts due under the vessel loans to be immediately due and
payable and, in the event of non-payment, proceed against the collateral
securing such loans. This election may be made at any time following the
occurrence of a change of control.
We are also subject to various collateral maintenance, financial and other covenants, restrictions on payments of dividends, events of default and remedies that are substantially the same as those contained in the refinancing facility.
We refer to the Sinosure Credit Facility and Korean Export Credit Facility collectively as our "2015 credit facilities."
Citibank Facility. On October 21, 2015, we entered into a term loan facility,
which we refer to as the "Citibank Facility," dated as of October 21, 2015, by
and among our wholly-owned subsidiary, Gener8 Maritime Subsidiary VII; Gener8
Maritime, Inc. as parent; the lenders party thereto; and Citibank, N.A.,
New York
Branch as Facility Agent and Collateral Agent in order to fund a portion of
the remaining installment payments due under the shipbuilding contract for the
Gener8 Strength, which was delivered on October 29, 2015. The Citibank Facility
provided for term loans up to the aggregate approximate amount of $60.2 million,
which were drawn on October 23, 2015. On December 30, 2015, we fully repaid the
$60.6 million outstanding under the Citibank Facility (including interest). As a
result, the Citibank Facility is no longer outstanding and all liens on the
Gener8 Strength thereunder were released.
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Senior Notes. On March 28, 2014, we and our whollyowned subsidiary Gener8
Maritime Subsidiary V Inc. (formerly known as VLCC Acquisition I Corporation and
referred to in this Annual Report as "Gener8 Maritime Sub V") entered into a
Note and Guarantee Agreement with affiliates of BlueMountain Capital
Management, LLC which we refer to as the "note purchasers." Pursuant to the Note
and Guarantee Agreement, we issued senior unsecured notes due 2020 on May 13,
2014 in the aggregate principal amount of $131.6 million to the note purchasers
for proceeds of approximately $125 million (before fees and expenses), after
giving effect to the original issue discount provided for in the Note and
Guarantee Agreement. We refer to these notes as the "senior notes." Interest on
the senior notes accrues at the rate of 11.0% per annum in the form of an
automatic increase in the principal amount of each outstanding senior note. A
noteholder may, at any time, request that all of the principal amount owing to
such noteholder be evidenced by senior notes. If we at any time irrevocably
elect to pay interest in cash for the remainder of the life of the senior notes,
interest on the senior notes will thereafter accrue at the rate of 10.0% per
annum. The senior notes, which are unsecured, are guaranteed by Gener8 Maritime
Sub V and its subsidiaries. The Note and Guarantee Agreement provides that all
proceeds of the senior notes shall be used to pay transaction costs and expenses
and the remaining consideration payable in connection with the shipbuilding
contracts for the 2014 acquired VLCC newbuildings or the "2014 acquired VLCC
shipbuilding contracts." See Note 15, Long-term debt, to the consolidated
financial statements in Item 8 for further information regarding our 2014
acquired VLCC newbuildings.
The Note and Guarantee Agreement requires us to comply with a number of
customary covenants, including covenants related to the delivery of quarterly
and annual financial statements, budgets and annual projections; maintaining
properties and required insurances; compliance with laws (including
environmental); compliance with ERISA; performance of obligations under the
terms of each mortgage, indenture, security agreement and other debt instrument
by which we are bound; payment of taxes; restrictions on consolidations, mergers
or sales of assets; limitations on liens; limitations on issuance of certain
equity interests and other restricted payments; limitations on additional
indebtedness; limitations on transactions with affiliates; and other customary
covenants. The Note and Guarantee Agreement allows for the incurrence of
additional indebtedness or refinancing of existing indebtedness upon the
reduction of the loan to value ratio set forth therein to or below certain
thresholds.
The Note and Guarantee Agreement includes customary events of default and
remedies for facilities of this nature. If we do not comply with various
covenants under the Note and Guarantee Agreement, the note purchasers may,
subject to various customary cure rights, declare the unpaid principal amounts
of the senior notes plus any accrued and unpaid interest and any makewhole
amounts, as applicable, immediately due and payable.
We have the option to redeem up to 35.0% of the principal amount of the senior
notes with the proceeds of an equity offering at a redemption price of 110.5% in
principal amount, subject to certain terms and conditions set forth in the Note
and Guaranty Agreement. Additionally, we have the option to prepay the senior
notes at any time. However, if they are paid prior to May 13, 2016 (other than
with the proceeds of an equity offering as described above) we will be obligated
to pay a makewhole premium provided for in the Note and Guarantee Agreement. If
we redeem the notes during periods from May 13, 2016 to May 12, 2017, from
May 13, 2017 to May 12, 2018 and from May 13, 2018 to May 12, 2019 we will be
obligated to pay redemption premiums of 9.0%, 6.0% and 3.0% respectively.
Concurrent with the issuance of the senior notes, we entered into an Amendment
No. 1 and Consent, by and among the parties to the Note and Guarantee Agreement.
This amendment included certain technical and conforming amendments to the Note
and Guarantee Agreement, such as amendments with respect to the list of
subsidiary guarantors and related revisions to certain definitions,
representations and warranties and affirmative covenants.
On January 26, 2015, we entered into an amendment and waiver, by and among the
parties to the Note and Guarantee Agreement, which, along with other technical
and conforming amendments, removed the requirement that we issue additional
senior notes evidencing the payment of paymentinkind interest resulting from
the automatic addition of the amount of such interest to the principal amount of
outstanding senior notes. On April 30, 2015, we entered into an amendment, by
and among the parties to the Note and Guarantee Agreement, which amended the
change of control provision to permit the transactions contemplated by the 2015
merger agreement. On September 8, 2015, we entered into an amendment to the Note
and Guarantee Agreement, dated as of September 8, 2015, by and among the parties
to the Note and Guarantee Agreement, which released the existing guarantors
(other than Gener8 Maritime Sub V) from their
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obligations to guaranty the indebtedness under the Note and Guarantee Agreement
and permitted the incurrence of indebtedness and granting of liens under the
Korean Export Credit Facility and the refinancing facility.
On October 21, 2015, we entered into an amendment to the Note and Guarantee Agreement, dated as of October 21, 2015, by and among the parties to the Note and Guarantee Agreement, which allowed us to enter into the Citibank Facility.
On December 2, 2015, we entered into an amendment to the Note and Guarantee
Agreement, dated as of December 2, 2015, by and among the parties to the Note
and Guarantee Agreement. This amendment permits us to repurchase outstanding
equity interests held by employees, former employees, directors and former
directors (i) pursuant to certain stock option grant agreements and equity
incentive plans and (ii) in an amount equal to the value of any withholding
taxes in connection with the vesting of equity interests granted to employees,
former employees, directors or former directors.
On February 17, 2016, we entered into an amendment to the Note and Guarantee
Agreement, dated as of February 17, 2016, by and among the parties to the Note
and Guarantee Agreement. This amendment permits us to enter into an agreement to
sell, lease or otherwise dispose of (collectively, a "Disposition") any of its
vessels without first obtaining consent from the note purchasers so long as
immediately after such Disposition, Gener8 Maritime Sub V and its subsidiaries
continue to own at least five of the 2014 acquired VLCC shipbuilding contracts
and/or vessels resulting therefrom. Under this amendment, we must also provide
the note purchasers prompt notice after such Disposition.
As of December 31, 2015, the unamortized discount on the senior notes was $5.7
million, which we amortize as additional interest expense until March 28, 2020.
Interest expense, including amortization of the discount, amounted to $15.9
million (including $0.6 million amortization of the discount) and $9.6
million (including $0.3 million amortization of the discount) during the years
ended December 31, 2015 and 2014, respectively.
We refer to the refinancing facility, the Korean Export Credit Facility, the
Sinosure Credit Facility and the senior notes collectively as our "current debt
facilities."
Chinese Export Credit Facility. We are seeking to enter into a new credit
facility, which we refer to as the "Chinese Export Credit Facility," to fund a
significant portion of the remaining installment payments due under the
shipbuilding contracts for two of our VLCC newbuildings being built at Chinese
shipyards. In connection therewith we have received a non-binding letter of
intent from China Export & Credit Insurance Corporation, which we refer to as
the "Sinosure Letter of Intent." Pursuant to the Sinosure Letter of Intent, the
Chinese Export & Credit Insurance Corporation expressed interest in providing
export credit insurance support for a portion of the Chinese Export Credit
Facility. We expect that under the definitive documentation for the Chinese
Export Credit Facility, at or around the time of delivery of each of our 2 VLCC
newbuildings, an amount equal to the lowest of (i) 67.5% of the contract price
of such VLCC newbuilding; (ii) 67.5% of the maximum contract price of such VLCC
newbuilding and (iii) 65% of the fair market value of such VLCC newbuilding
tested at or around the time of delivery of such VLCC newbuilding will be
available to be drawn under the Chinese Export Credit Facility.
We expect the Chinese Export Credit Facility to contain terms and conditions substantially similar to those in the Sinosure Credit Facility.
The Sinosure Letter of Intent is non-binding and the Chinese Export Credit
Facility will be subject to definitive documentation and customary closing
conditions and may require the consent of our existing lenders; accordingly,
there is no assurance that the Chinese Export Credit Facility will be procured
on terms favorable to us, including the amount available to be borrowed,
described above, or at all. In the event that we are unable to enter into or
borrow under the Chinese Export Credit Facility, our ability to fund amounts
owed on our newbuilding commitments will be materially adversely affected.
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Novation of 2014 Acquired Shipbuilding Contracts and Replacement of Associated Guarantees
In September 2015 and January 2016, a total of seven of our newly formed
wholly-owned subsidiaries entered into novation agreements providing for the
novation of the shipbuilding contracts for the 2014 acquired VLCC newbuildings
from seven other wholly-owned subsidiaries to those new subsidiaries. In
connection with the entry into the shipbuilding contracts for the 2014 VLCC
newbuildings, Scorpio agreed to guarantee the payment obligations arising under
such contracts. In connection with the novations, the Scorpio guarantees in
respect of such shipbuilding contracts were released and discharged and replaced
with new guarantees. All 5 of the 2014 acquired VLCC newbuildings being
constructed by Daewoo Shipbuilding & Marine Engineering Co., Ltd. have been
delivered to us, and the guarantees for these vessels are no longer in effect.
As of March 15, 2016, pursuant to the new guarantees, we have guaranteed the
payment obligations arising under two shipbuilding contracts with Hyundai Samho
Heavy Industries Co., Ltd. See Note 10, Vessels under construction, to the
consolidated financial statements in Item 8 for more information regarding these
novations and the replacement of associated guarantees.
Dividend Policy
We have not declared or paid any dividends since the fourth quarter of 2010. In
order to pay dividends, we will be required to satisfy certain financial and
other requirements under our debt instruments.
While we currently intend to retain future earnings, if any, for use in the
operation and expansion of our business, we will evaluate the option to adopt a
policy to pay cash dividends in 2016. However, any future dividend policy is
subject to the discretion of our board of directors, or the "Board," and
restrictions under our debt instruments and under
Marshall Islands
law. Any
determination to pay or not pay cash dividends will also depend upon
thenexisting conditions, including our results of operations, financial
condition, capital requirements, investment opportunities, statutory and
contractual restrictions on our ability to pay dividends and other factors our
board of directors may deem relevant. Any such determination will also be
subject to review, modification or termination at any time and from time to
time. In addition,
Marshall Islands
law generally prohibits the payment of
dividends other than from surplus (retained earnings and the excess of
consideration received for the sale of shares above the par value of the
shares), when a company is insolvent or if the payment of the dividend would
render us insolvent.
Cash and Working Capital
Our cash and cash equivalents increased by $10.2 million to $157.5 million as of
December 31, 2015 from $147.3 million as of December 31, 2014. This increase was
primarily due to the proceeds, net of underwriters' commission and issuance
costs paid during fiscal 2015 from the issuance of common stock upon the IPO of
$214.4 million. This increase in cash and cash equivalents was also attributable
to net borrowings of $83.1 million and the net cash provided by operating
activities during the year ended December 31, 2015 of $155.9 million as well as
the cash balance at Gener8 Maritime Subsidiary Inc. acquired upon consummation
of the 2015 merger in May 2015 of $28.9 million. The increase in cash and cash
equivalents was partially offset by the payments in respect of the VLCC
newbuildings of $410.0 million (including capitalized interest), the payments of
professional fees for the 2015 merger of $10.3 million and the 2015 merger cash
consideration deposit of $1.2 million during the year ended December 31, 2015.
Working capital is current assets (inclusive of cash and cash equivalents) minus current liabilities.
Our working capital decreased by $188.4 million to $(10.5) million as of
December 31, 2015 from $177.9 million as of December 31, 2014. The primary
factors contributing to this decrease were an increase in the current portion of
longterm debt to $135.4 million and an increase in accounts payable and accrued
expenses of $80.5 million. No longterm debt was due within one year as of
December 31, 2014. The increase in accrued expenses was primarily due to $106.0
million of accrued milestones and supervision payments as of December 31, 2015
related to newbuildings of VLCC's, partially offset by a decrease in accounts
payable of $29.6 million to $4.1 million, as voyage expenses such as bunkers and
port costs are being incurred by the pools during 2015, as of December 31, 2015
as compared to $33.4 million as of December 31, 2014. Additionally, as of
December 31, 2015, we classified $17.0 million as assets held for sale for the
sale of Gener8 Consul, which also partially offset the decrease in working
capital.
Cash Flows from Operating Activities. Net cash provided by operating activities
was $155.9 million for the year ended December 31, 2015 which resulted from a
net income of $129.6 million, plus non-cash charges to operations
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of $82.0 million, and offset by a change in various assets and liabilities
balances (adjusted for non-cash or non-operating activities) of $55.7 million,
including a decrease in due from charterers and a decrease in accounts payable
and other current liabilities.
Net cash used in operating activities was $11.8 million for the year ended
December 31, 2014 which resulted from a net loss of $47.1 million and a change
in various assets and liabilities balances (adjusted for non-cash or
non-operating activities) of $34.2 million, offset by non-cash charges to
operations of $69.5 million during the year. The change in various assets and
liabilities balances consisted primarily of the decrease in accounts payable and
accrued expenses of $26.7 million discussed above.
Net cash used in operating activities was $40.5 million for the year ended
December 31, 2013 which resulted from a net loss of $101.1 million, offset by
non-cash charges to operations of $53.1 million and a change in various assets
and liabilities balances (adjusted for non-cash or non-operating activities) of
$7.5 million.
Cash Flows from Investing Activities. Net cash used in investing activities was
$398.9 million for the year ended December 31, 2015, which primarily consisted
of capital spending on the VLCC newbuildings (including payments of capitalized
interest) of $410.0 million, payment of professional fees for the 2015 merger of
$10.3 million and the 2015 merger cash consideration of $1.2 million (see
"-Related Party Transactions-2015 Merger Related Transactions-2015 Merger
Agreement" for further information), partially offset by the cash balance
acquired upon the consummation of the 2015 merger in May 2015 of $28.9 million.
Net cash used in investing activities was $238.0 million for the year ended December 31, 2014, which consisted primarily of $255.2 million of capital spending on the 2014 acquired VLCC newbuildings and $5.5 million of capital spending on vessel improvements and other fixed assets, partially offset by net proceeds from the sales of an Aframax vessel and a Suezmax vessel of $22.7 million.
Net cash provided by investing activities was $4.3 million for the year ended
December 31, 2013, which primarily consisted of net proceeds from the sale of an
Aframax vessel of $7.5 million, partially offset by capital spending on vessel
improvements and other fixed assets of $3.2 million.
Cash Flows from Financing Activities. Net cash provided by financing activities
was $252.9 million for the year ended December 31, 2015, which primarily
consisted of proceeds, net of underwriters' commission and other issuance costs,
from the IPO of $214.4 million and net borrowing of $83.1 million, partially
offset by deferred financing costs of $44.7 million related to the Refinancing
Facility and the Korean Export Credit Facility.
Net cash provided by financing activities was $299.4 million for the year ended
December 31, 2014, which primarily consisted of net proceeds from issuance of
Class B common stock of $196.1 million and borrowings under senior notes of
$125.0 million, partially offset by the repayment of $21.4 million of
outstanding borrowings under our $508M credit facility using the proceeds from
the sales of an Aframax vessel and a Suezmax vessel.
Net cash provided by financing activities was $104.9 million for the year ended
December 31, 2013, which primarily consisted of net proceeds from issuance of
Class B common stock and preferred stock of $203.9 million, partially offset by
the repayment of outstanding borrowings under our former senior secured credit
facilities of $97.3 million.
Capital Expenditures and Drydocking
Drydocking. We incur expenditures to fund our drydock program of regularly
scheduled inwater surveys or drydocking necessary to preserve the quality of
our vessels as well as to comply with international shipping standards and
environmental laws and regulations. Vessels which are younger than 15 years are
required to undergo inwater surveys approximately 2.5 years after a drydock and
that vessels are to be drydocked approximately every five years, while vessels
15 years or older are to be drydocked approximately every 2.5 years in which
case the additional drydocks take the place of these inwater surveys.
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During the years ended December 31, 2015 and 2014, we incurred $9.3 million and
$12.8 million, respectively, of drydock related costs. We estimate that the
expenditures to complete drydocks during 2016 will aggregate approximately
$10.4 million, and that such vessels will be off-hire for approximately 124 days
in 2016 to effect these drydocks.
For the year ending December 31, 2016, we anticipate that we will incur costs
associated with inwater intermediate surveys on two vessels, and these vessels
will be offhire for approximately 21 days in 2016 to effect these intermediate
surveys. The expenditures to complete intermediate surveys will be recorded as
direct vessel operating expenses as incurred.
Capital Improvements. During the years ended December 31, 2015 and 2014, we
capitalized $5.5 million, in each year, relating to capital projects including
environmental compliance equipment upgrades, satisfying requirements of oil
majors and vessel upgrades. For the year ending December 31, 2016, we have
budgeted approximately $15.8 million (including $9.4 million for installation of
a Ballast Water Management System, mentioned below) for such projects.
The United States
ratified Annex VI to the International Maritime Organization's
MARPOL Convention effective in October 2008. This Annex relates to emission
standards for Marine Engines in the areas of particulate matter, NOx and SOx and
establishes Emission Control Areas. The emission program is intended to reduce
air pollution from ships by establishing a new tier of performancebased
standards for diesel engines on all vessels and stringent emission requirements
for ships that operate in coastal areas with airquality problems. Annex VI
includes a global cap on the sulfur content of fuel oil, and provides for
stringent controls of sulfur emissions in Emission Control Areas. By January
2012, fuel oil could contain no more than 3.50% sulfur; by January 2020, sulfur
content cannot exceed 0.50%. All of our vessels currently comply with Marpol
Annex VI emission standards by burning 0.1% low sulfur fuel in the main engine,
auxiliary engines, and boilers, which has resulted in increased fuel cost when
operating in the Emission Control Areas mentioned above. We currently receive
additional compensation from charterers when using 0.1% low sulfur fuel. We may
incur additional costs in the future depending on pricing and availability of
low sulfur fuel, regulatory rule changes, or a change in the treatment of these
costs by charterers, which may require modifications to the vessel or
installation of scrubbers to continue to meet the required emission standards.
Certain vessels in our fleet will require the installation of a Ballast Water
Management System to meet regulatory requirements, which must be satisfied by
the first scheduled drydocking after January 1, 2016. Our capital improvements
budget for the year ending December 31, 2016 mentioned above includes
$9.4 million for purchase of Ballast Water Management Systems equipment.
In October 2015, the Second Circuit Court of Appeals issued a ruling that
directed the U.S. Environmental Protection Agency ("EPA") to redraft the
sections of the 2013 Vessel General Permit ("VGP") that address ballast water.
However, the Second Circuit stated that 2013 VGP will remains in effect until
the EPA issues a new VGP. It presently remains unclear how the ballast water
requirements set forth by the EPA, the United States Coast Guard, and
International Maritime Organization's Ballast Water Management Convention, some
of which are in effect and some of which are pending, will co-exist.
We are currently evaluating the possible installation of energy saving devices
when drydocking certain vessels. The installation of this equipment will be
dependent on vessel age and performance, fuel pricing, and projected tanker
market conditions. Our capital improvements budget for the year ending
December 31, 2016 mentioned above includes approximately $0.9 million for such
upgrades.
Vessel Acquisitions and Disposals. As a result of the 2015 merger, we acquired
14 "eco" VLCC newbuildings in May 2015. In March 2014 we acquired seven VLCC
newbuildings from Scorpio Tankers, Inc. See discussion of the 2015 acquired VLCC
newbuildings and 2014 acquired VLCC newbuildings under "-General" above. We sold
one Aframax vessel in February 2014 and one Suezmax vessel in July 2014.
Other Commitments. In 2004, we entered into a 15year lease for office space in
New York, New York
. In July 2015, we entered into an amendment to such lease,
which, among other things, extended the term of the lease for an
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additional 5-year period (i.e., October 1, 2020 through September 30, 2025). The
monthly rental is as follows: $118,868 per month from October 1, 2010 to
September 30, 2015; $128,011 per month from October 1, 2015 to September 30,
2020; and $181,759 per month from October 1, 2020 to September 30, 2025. The
monthly straight-line rental expense is approximately $161,000, including
amortization of the lease asset recorded on May 17, 2012 associated with
fresh-start accounting, for the period from May 18, 2012 to September 30, 2025.
During the years ended December 31, 2015 and 2014, we recorded approximately
$2.0 million and $1.8 million of expense associated with this lease,
respectively.
The following is a tabular summary of our future contractual obligations as of December 31, 2015 for the categories set forth below:
TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS
(dollars in thousands) Total 2016 2017 2018 2019 2020 Thereafter
Refinancing facility $ 551,950 $
116,200 $ 105,306 $ 72,625 $ 72,625 $ 185,194 $ - Korean Export Credit Facility
185,389
14,975 14,975 14,975 14,975 22,594 102,895 Sinosure Credit Facility
62,888
4,193 4,193 4,193 4,193 4,193 41,923 Interest expenses, except for senior notes (1) 319,384 44,754 53,463 48,311 42,702 37,014 93,140 Senior notes
131,600 - - - - - 131,600
Interest expense of senior notes (1) 115,450 - - - - - 115,450
Shipbuilding contracts for the 2014 acquired
VLCC newbuildings 289,098 289,098 - - - - -
Supervision agreements for the 2014 acquired
VLCC newbuildings (2) 700 700 - - - - -
Shipbuilding contracts for the 2015 acquired
VLCC newbuildings 803,039 707,209 95,830 - - - -
Supervision Agreements for the 2015 acquired
VLCC newbuildings (2) 4,250 3,750 500 - - - -
Senior officer employment agreements (3) 11,375 2,275 2,275 2,275 2,275 2,275 -
Office Leases (4) 18,201
1,536 1,536 1,536 1,536 1,697 10,360 Corporate Administration Agreement (5)
1,278 1,095 183 - - - -
Nave Quasar time charter (6) 1,769 1,769 - - - - -
Total commitments $ 2,496,371 $ 1,187,554 $ 278,261 $ 143,915 $ 138,306 $ 252,967 $ 495,368
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(1) Future interest payments on our refinancing facility are based on our
outstanding balance using a borrowing LIBOR rate, plus the applicable margin
of 375 basis points. Future interest payments on our Korean Export Credit
Facility are based on our outstanding balance using a borrowing LIBOR rate,
plus the applicable blended margin of 2.0872%. Future interest payments on
our Sinosure Credit Facility are based on our outstanding balance using a
borrowing LIBOR rate, plus the applicable margin of 2.00%.Interest on the
senior notes accrues at the rate of 11.0% per annum in the form of additional
senior notes and the balloon repayment is due 2020, except that if we at any
time irrevocably elect to pay interest in cash for the remainder of the life
of the senior notes, interest on the senior notes will thereafter accrue at
the rate of 10.0% per annum. The amount of senior notes listed above
represents its face value upon issuance. The interest expense of senior notes
listed above assumes the balloon repayment in 2020 and accordingly includes
the payment-in-kind interest of $25.2 million which has accrued as of
December 31, 2015.
(2) Refers to Project Consultation and Site Building Supervision Agreements
entered into in May 2014 by each of the 2014 acquired VLCC newbuilding owning
subsidiaries with Scorpio Ship Management S.A.M and the Navig8 supervision
agreements described below under "-Related Party Transactions-Related Party
Transactions of Navig8 Crude Tankers, Inc.-Navig8 Supervision Agreements."
(3) Senior officer employment agreements are evergreen and renew for subsequent
terms of one year. This table excludes future renewal periods.
(4) Reflects the July 2015 amendment to the lease for our office space in
New York, New York
. See "Other Commitments" above for further information
regarding this amendment.
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(5) Assumes termination of the Corporate Administration Agreement upon delivery
of the last 2015 acquired VLCC newbuilding in 2017. Amounts are estimates and
may vary based on actual delivery. See "-Related Party Transactions-Related
Party Transactions of Navig8 Crude Tankers, Inc.-Corporate Administration
Agreement".
(6) Refers to the time charter dated January 15, 2014, as amended, described
under "-Related Party Transactions-Related Party Transactions of Navig8 Crude
Tankers, Inc.-Nave Quasar Time Charter." The amounts set forth above exclude
any amounts which may be due pursuant to our obligation to share 50% of net
pool earnings received in respect of such vessel over $30,000 per day.
OffBalanceSheet Arrangements
As of December 31, 2015, other than as described above, we did not have any material offbalancesheet arrangements as defined in Item 303(a)(4) of SEC Regulation SK.
Critical Accounting Policies
The discussion and analysis of our financial condition and results of operations
is based upon our consolidated financial statements, which have been prepared in
accordance with accounting principles generally accepted in
the United States of America
, or "GAAP." The preparation of those financial statements requires us to
make estimates and judgments that affect the reported amount of assets and
liabilities, revenues and expenses and related disclosure of contingent assets
and liabilities at the date of our financial statements. Actual results may
differ from these estimates under different assumptions or conditions.
Critical accounting policies are those that reflect significant judgments or
uncertainties, and potentially result in materially different results under
different assumptions and conditions. We have described below what we believe
are our most critical accounting policies.
BASIS OF PRESENTATION-Our financial statements have been prepared on the accrual
basis of accounting and presented in
United States
Dollars ("USD" or "$") which
is our functional currency. A summary of the significant accounting policies
followed in the preparation of the accompanying financial statements, which
conform to Generally Accepted Accounting Principal ("GAAP") in
the United States of America
, is presented below.
Allowance for doubtful accounts-The Company provides a reserve for freight and
demurrage revenues based upon historical collection trends. The Company provides
a general reserve based on aging of receivables, in addition to specific
reserves on certain long-aged or doubtful receivables.
PRIOR PERIOD RECLASSIFICATION- During the fourth quarter of 2015, we elected to
adopt Accounting Standards Codification Update No. 2015-03, Interest-Imputation
of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance
Costs. The election requires retrospective application to all prior periods
presented in the financial statements and represents a change in accounting
principle. Adoption of the ASU resulted in the reclassification of debt issuance
costs from deferred financing costs in other assets to a reduction in the
carrying amount of the related debt liability within our consolidated balance
sheets.
The following table summarizes the change in presentation related to the
adoption of ASU 2015-03:
December 31, December 31, 2014
2014
(As previously
(dollars in thousands) reported) (After adoption)
NONCURRENT ASSETS:
Deferred financing costs, net $ 1,805 $ -
NONCURRENT LIABILITIES:
Long-term debt (1) $ 790,835 $ 797,164
Less unamortized discount and debt financing costs - (8,134)
Long-term debt less unamortized discount and debt
financing costs $ 790,835 $ 789,030
(1) 2014 loan balance noted as previously reported was presented net of $6.3 million of discount on the Senior Notes.
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PRINCIPLES OF CONSOLIDATION-The consolidated financial statements in Item 8 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. We do not begin recognizing revenue
until a charter has been agreed to by the customer and us, even if the vessel
has discharged its cargo and is sailing to the anticipated load port on its next
voyage. We do 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
us 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 December 31, 2015 and December 31, 2014, we had a reserve of
approximately $5.8 million and $2.1 million, 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 straightline 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.
We believe that there may be unasserted claims relating to its time charters of
$0.5 million and $1.5 million as of December 31, 2015 and December 31, 2014,
respectively, for which we have reduced our 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 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
· 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 has the right to enter 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. We recognize 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.
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Charterhire Expense- Charterhire expense is the amount we pay 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, which was adjusted to fair value
pursuant to fresh-start reporting when applicable, 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, which was adjusted to fair value pursuant to fresh-start reporting when
applicable, less the estimated residual scrap value. Depreciation expense of
vessel assets for the years ended December 31, 2015, 2014 and 2013 totaled $41.6
million, $42.4 million and $44.1 million, 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.
Effective January 1, 2015, we increased the estimated residual scrap value of
the vessels from $265/LWT (light weight ton) to $325/LWT prospectively based on
the 15year 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 year ended December 31, 2015, the effect
of the increase in the estimated residual scrap value was to decrease
depreciation expense and to increase net income by approximately $2.8 million,
and to increase net income per basic and diluted common share by $0.05.
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 years ended December 31, 2015 and 2014, we
capitalized interest expense associated with vessels under construction of $35.0
million and $9.0 million, respectively.
OTHER FIXED ASSETS, NET. Other fixed assets, net is stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the following estimated useful lives:
DESCRIPTION USEFUL LIVES
Furniture and fixtures 10 years
Vessel and computer equipment 5 years
REPLACEMENTS, RENEWALS AND BETTERMENTS. We capitalize and depreciate the costs
of significant replacements, renewals and betterments to its vessels over the
shorter of the vessel's remaining useful life or the life of the renewal or
betterment. The amount capitalized is based on management's judgment as to
expenditures that extend a vessel's useful life or increase the operational
efficiency of a vessel. Costs that are not capitalized are written off as a
component of direct vessel operating expense during the period incurred.
Expenditures for routine maintenance and repairs are expensed as incurred.
GOODWILL-We follow the provisions of Financial Accounting Standards Board
("FASB") Accounting Standards Codification ("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 December 31, 2015 and 2014 was $26.3 million and
$27.1 million, respectively. It was determined that there was no indicator of
goodwill impairment during 2015 and 2014. During the year ended December 31,
2015, we transferred $0.8 million of goodwill related to Gener8 Consul to assets
held for sale for the anticipated sale.
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IMPAIRMENT OF LONGLIVED ASSETS-We follow FASB ASC 3601005, Accounting for the
Impairment or Disposal of LongLived Assets, which requires impairment losses to
be recorded on longlived 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 longlived assets, we perform an analysis of the
anticipated undiscounted future net cash flows of the related longlived assets.
If the carrying value of the related asset exceeds the undiscounted cash flows,
the carrying value is reduced to its fair value. We estimate fair value
primarily through the use of third party valuations performed on an individual
vessel basis. Various factors, including the use of trailing 10year 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 2015 and 2014.
DEFERRED DRYDOCK COSTS, NET-Approximately every thirty to sixty months, our
vessels are required to be drydocked for major repairs and maintenance, which
cannot be performed while the vessels are operating. We defer costs associated
with the drydocks as they occur and amortize these costs on a straightline
basis over the estimated period between drydocks. Amortization of drydock costs
is included in depreciation and amortization in the consolidated statements of
operations. For the years ended December 31, 2015, 2014 and 2013, amortization
was $5.1 million, $2.8 million and $1.1 million, respectively. Accumulated
amortization as of December 31, 2015 and 2014 was $8.8 million (net of $0.4
million write-off to assets held for sale related to Gener8 Consul) and $4.0
million, respectively.
We only include 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 bank fees and
legal expenses associated with securing new loan facilities. These costs are
amortized based upon the effective interest rate method over the life of the
related debt, which is included in interest expense. Amortization for the years
ended December 31, 2015 and 2014 was $3.3 million and $0.7 million,
respectively. Accumulated amortization as of December 31, 2015 and 2014 was $2.7
million (including $1.6 million of additional capitalization during fiscal 2015)
and $0.9 million, 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-We calculate 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-We calculate 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.
INTEREST EXPENSE, NET -We follow the provisions of FASB ASC 835-20-30, Capitalization of Interest, to capitalize interest cost as part of the historical cost of acquiring certain assets.
The amount of interest cost to be capitalized for qualifying assets is intended
to be that portion of the interest cost incurred during the assets' acquisition
periods that theoretically could have been avoided (for example, by avoiding
additional borrowings or by using the funds expended for the assets to repay
existing borrowings) if expenditures for the
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assets had not been made. The notion of interest on borrowings as an avoidable
cost does not require that the practicability of repaying individual borrowings
be considered.
The amount capitalized in an accounting period is determined by applying the
capitalization rate to the average amount of accumulated expenditures for the
asset during the period. The capitalization rates used in an accounting period
are based on the rates applicable to borrowings outstanding during the period.
If an entity's financing plans associate a specific new borrowing with a
qualifying asset, the entity may use the rate on that borrowing as the
capitalization rate to be applied to that portion of the average accumulated
expenditures for the asset that does not exceed the amount of that borrowing. If
average accumulated expenditures for the asset exceed the amounts of specific
new borrowings associated with the asset, the capitalization rate to be applied
to such excess is a weighted average of the rates applicable to other borrowings
of the entity.
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.
FAIR VALUE OF FINANCIAL INSTRUMENTS-With the exception of our Senior Notes, the
estimated fair values of our financial instruments approximate their individual
carrying amounts as of December 31, 2015 and 2014 due to the short-term or
variable-rate nature of the respective borrowings.
CONCENTRATION OF CREDIT RISK-Financial instruments that potentially subject us
to concentrations of credit risk are amounts due from charterers. During the
year ended December 31, 2015, we placed the majority of our vessels in the
Navig8 pools (for further details, see Note 17, Vessel pool arrangements, to the
consolidated financial statements in Item 8). As a result, a substantial portion
of our shipping revenue were derived from these pools during this period. With
respect to accounts receivable, we limit our credit risk by performing ongoing
credit evaluations and, when deemed necessary, require letters of credit,
guarantees or collateral. During the years ended December 31, 2015 and 2014, we
earned approximately 34.8% and $0, respectively, from the Navig8 pools. During
the year ended December 31, 2014, we earned 15.2% of its revenues from one
customer.
We maintain substantially all of our cash and cash equivalents with two financial institutions. None of our 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 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.
TAXES-We are incorporated in the Republic of the
Marshall Islands
. Pursuant to
the income tax laws of the
Marshall Islands
, we are not subject to
Marshall Islands
income tax. Additionally, pursuant to the
U.S.
Internal Revenue Code of
1986, as amended (the "Code"), we are exempt from
U.S.
income tax on its income
attributable to voyages that do not begin or end in the
U.S.
We are generally
not subject to state and local income taxation. Pursuant to various tax
treaties, our shipping operations are not subject to foreign income taxes. As a
result of a change in our ownership, effective May 17, 2012, we no longer
qualified for an exemption pursuant to Section 883 of the Code, making us
subject to
U.S.
federal tax on its shipping income that is derived from voyages
that begin or end in the
U.S.
, retroactive to the beginning of 2012. As a result
of our initial public offering in 2015, we were once again exempt from
U.S.
federal tax on all of our shipping income (including income attributable to
voyages that begin or end in the
U.S.
). During 2014 and 2013, we recorded gross
transportation tax of $1.2 million and $1.1 million, respectively.
VESSELS' CARRYING VALUE-The carrying value of each of our vessels does not represent the fair market value of such vessel or the amount we could obtain if we were to sell any of our vessels, which could be more or less. Under
U.S.
GAAP, we would not record a loss if the fair market value of a vessel (excluding its charter) is below our carrying value unless and until we determine to sell that vessel or the vessel is impaired.
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Pursuant to the refinancing facility, Korean Export Credit Facility and the
Sinosure Credit Facility, we regularly submit to the lenders valuations of our
vessels on an individual charter free basis in order to calculate our compliance
with the collateral maintenance covenants. Such a valuation is not necessarily
the same as the amount any vessel may bring upon sale, which may be more or
less, and should not be relied upon as such.
In the chart below, we list each of our vessels, the year it was built, the year
we acquired it, and its carrying value at December 31, 2015. We have indicated
by an asterisk those vessels for which the vessel valuations for covenant
compliance purposes under such facilities as of the most recent compliance
testing date were lower than their carrying values at December 31, 2015. The
most recent compliance testing date was November 12, 2015 under such facilities.
One of our 26 owned vessels' carrying value at December 31, 2015 exceeded the
valuation of such vessel received for covenant compliance purposes. The Gener8
Neptune's carrying value exceeds the valuation received for covenant compliance
testing due to certain costs, such as interest, that were capitalized and
included in its carrying value. At December 31, 2015, the carrying value of our
newly delivered VLCC's (Gener8 Neptune, Gener8 Athena and Gener8 Strength)
marked with an asterisk exceeded the valuation of such vessels. The amount by
which the carrying value at December 31, 2015 of these vessels exceeded the
valuation of such vessels ranged, on an individual vessel basis, from $10
million to $13 million per vessel, with an average of $11.5 million.
Year
Vessels Year Built Acquired Carrying Value
(in thousands)
Gener8 Orion (f/k/a Genmar Orion) 2002 2003 $ 24,555
Gener8 Spyridon (f/k/a Genmar Spyridon) 2000 2003 19,878
Gener8 Argus (f/k/a Genmar Argus) 2000 2003 20,053
Gener8 Harriet G (f/k/a Genmar Harriet G) 2006 2006 34,949
Gener8 Horn (f/k/a Genmar Horn) 1999 2003 16,509
Gener8 Kara G 2007 2007 37,936
Gener8 Phoenix (f/k/a Genmar Phoenix) 1999 2003 16,672
Gener8 St. Nikolas (f/k/a Genmar St. Nikolas) 2008 2008 41,002
Gener8 George T (f/k/a Genmar George T) 2007 2007 38,137
Gener8 Hercules (f/k/a Genmar Hercules) 2007 2010 55,375
Gener8 Atlas (f/k/a Genmar Atlas) 2007 2010 55,472
Gener8 Pericles (f/k/a Genmar Strength) 2003 2004 18,446
Gener8 Defiance (f/k/a Genmar Defiance) 2002 2004 16,371
Gener8 Poseidon (f/k/a Genmar Poseidon) 2002 2010 33,276
Gener8 Zeus 2010 2010 70,955
Gener8 Ulysses (f/k/a Genmar Ulysses) 2003 2010 37,893
Gener8 Maniate (f/k/a Genmar Maniate) 2010 2010 47,654
Gener8 Compatriot 2004 2008 15,939
Gener8 Companion 2004 2008 16,036
Gener8 Consul (f/k/a Genmar Consul) 2004 2008 - (1)
Gener8 Vision 2001 2008 30,620
Gener8 Victory 2001 2008 30,712
Gener8 Elektra (f/k/a Genmar Elektra) 2002 2008 16,196
Gener8 Daphne (f/k/a Genmar Daphne) 2002 2008 16,358
Gener8 Spartiate (f/k/a Genmar Spartiate) 2011 2011 50,351
Gener8 Neptune 2015 2015 109,403 *
Gener8 Athena 2015 2015 109,747 *
Gener8 Strength 2015 2015 107,035 *
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*Refer to preceding paragraph.
(1) As of December 31, 2015, Gener8 Consul was classified as an asset held for
sale. For more details, see Note 5, ASSETS HELD FOR SALE, to the consolidated
financial statements in Item 8.
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Recent Accounting Pronouncements
In May 2014, the FASB issued Accounting Standards Update No. 201409, Revenue
from Contracts with Customers, or "ASU 201409," 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 201409
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 cumulativeeffect adjustment as of the date of adoption. We are evaluating
the potential impact of this standard update on our consolidated financial
statements.
In February 2015, the FASB issued Accounting Standards Update No. 201502,
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 relatedparty 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. We believe that this standard update will have no
impact on our 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. We elected to early adopt this
ASU in the fourth quarter of 2015. The election requires retrospective
application to all prior periods presented in the financial statements and
represents a change in accounting principle. Adoption of the ASU resulted in the
reclassification of debt issuance costs from deferred financing costs in other
assets to a reduction in the carrying amount of the related debt liability
within our consolidated balance sheets.
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In September 2015, the FASB issued Accounting Standards Update No. 2015-16,
Business Combinations: Simplifying the Accounting for Measurement-Period
Adjustments ("ASU 2015-16"). ASU 2015-16 requires that an acquirer recognize
adjustments to provisional amounts that are identified during the measurement
period in the reporting period in which the adjustment amounts are determined.
ASU 2015-16 also requires that the acquirer record, in the same period's
financial statements, the effect on earnings of changes in depreciation,
amortization, or other income effects, if any, as a result of the change to the
provisional amounts, calculated as if the accounting had been completed at the
acquisition date. ASU 2015-16 is effective for public business entities for
fiscal years beginning after December 15, 2015, including interim periods within
those fiscal years. ASU 2015-16 should be applied prospectively to adjustments
to provisional amounts that occur after its effective date with earlier
application permitted for financial statements that have not been issued. We do
not believe that this standard update will have a material impact on its
consolidated financial statements.
In February 2016, the FASB issued Accounting Standards Update No. 2016-02,
Leases. ASU 2016-02 is intended to increase the transparency and comparability
among organizations by recognizing lease assets and lease liabilities on the
balance sheet and disclosing key information about leasing arrangements. In
order to meet that objective, the new standard requires recognition of the
assets and liabilities that arise from leases. A lessee will be required to
recognize on the balance sheet the assets and liabilities for leases with lease
terms of more than 12 months. Accounting by lessors will remain largely
unchanged from current
U.S.
generally accepted accounting principles. The new
standard is effective for public companies for fiscal years beginning after
December 15, 2018, and interim periods within those years, with early adoption
permitted. We are currently evaluating the effect that adopting this standard
will have on our financial statements and related disclosures.
JOBS Act
In April 2012, the Jumpstart Our Business Startups Act of 2012, or the "JOBS
Act," was enacted. Section 107 of the JOBS Act provides that an emerging growth
company can take advantage of an extended transition period for complying with
new or revised accounting standards. Thus, an emerging growth company can delay
the adoption of certain accounting standards until those standards would
otherwise apply to private companies. We have irrevocably elected not to avail
ourselves of this extended transition period, and, as a result, we will adopt
new or revised accounting standards on the relevant dates on which adoption of
such standards is required for other public companies.
Related Party Transactions
Below is a description of related party transactions during the years ended December 31, 2015 and 2014. See Note 20, Related party transactions, to the consolidated financial statements in Item 8 for more information regarding these transactions.
In this section, "Oaktree" refers to Oaktree Capital Management L.P. and/or one
or more of its investment entities and the funds managed by it, "BlueMountain"
refers to BlueMountain Capital Management, LLC and/or one or more of its
investment entities, "BlackRock" refers to BlackRock, Inc. and/or one or more of
its investment entities, "Aurora" refers to Aurora Resurgence Capital Partners
II LLC, Aurora Resurgence Advisors II LLC and/or one or more of their investment
entities or affiliates, "Avenue" refers to Avenue Capital Group and/or one or
more of its funds or managed accounts, "Monarch" refers to Monarch Alternative
Capital LP and/or one or more of its affiliates, and "Twin Haven" refers to Twin
Haven Special Opportunities Fund IV, L.P. and/or one or more other investment
entities of Twin Haven Capital Partners, LLC.
March 2014 Class B Financing. On March 21, 2014, we issued 9,000,001 shares of
Class B Common Stock in a private placement for $18.50 per share, which we refer
to as the "March 2014 Class B financing", resulting in aggregate gross proceeds
of approximately $166.5 million, pursuant to subscription agreements, which we
refer to as the "March 2014 subscription agreements," entered individually with
certain of our existing shareholders, including (i) Oaktree, in the amount of
approximately $10.0 million, (ii) Aurora, in the amount of approximately
$15.0 million, (iii) BlackRock, in the aggregate amount of approximately
$67.5 million, (iv) BlueMountain, in the aggregate amount of
approximately $50.0 million, (v) Twin Haven in the amount of approximately $15.0 million and (vi) certain other accredited investors.
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One current member of our Board is an employee of or associated with Oaktree,
one member of the Board is associated with or an employee of Aurora and one
member of the Board is associated with or an employee of BlueMountain. In
addition, based on information filed publicly with the SEC, Oaktree, Aurora,
BlueMountain and BlackRock each own greater than 5% of our outstanding common
stock as of March 15, 2016. Prior to the consummation of the 2015 merger, which
is described below, three members of the Board were associated with or employees
of Oaktree, one member of the Board was associated with or an employee of
Aurora, one member of the Board was associated with or an employee of BlackRock,
one member of the Board was associated with or an employee of BlueMountain and
one member of the Board was associated with or an employee of Twin Haven. In
addition, Oaktree, Aurora, BlueMountain, BlackRock, and Twin Haven each owned
greater than 5% of our outstanding common stock prior to the consummation of the
2015 merger.
Pursuant to the terms of the March 2014 subscription agreements, we agreed to
use all or substantially all of the net proceeds of the March 2014 Class B
financing for purposes of satisfying our obligations in connection with the
purchase of the 2014 acquired VLCC newbuildings and the installment payments
under the shipbuilding contracts for the 2014 acquired VLCC newbuildings. To the
extent such net proceeds exceed the aggregate amount of such obligations, we are
permitted to use the remaining net proceeds for general corporate purposes. On
March 25, 2014, we used approximately $162.7 million of the proceeds of March
2014 private placement to fund the purchase price of the entities party to the
2014 acquired VLCC newbuildings.
BlueMountain Note and Guarantee Agreement. On March 28, 2014, we and our
whollyowned subsidiary Gener8 Maritime Subsidiary V Inc. (formerly known as
VLCC Acquisition I Corporation and referred to in this report as "Gener8
Maritime Sub V") entered into a Note and Guarantee Agreement, which we refer to
as the "Note and Guarantee Agreement," with BlueMountain, whom we refer to as
the "senior note purchasers". Pursuant to the Note and Guarantee Agreement, we
issued senior unsecured notes due 2020 on May 13, 2014 in the aggregate
principal amount of $131.6 million to the senior note purchasers for proceeds of
$125.0 million (before fees and expenses), after giving effect to the original
issue discount provided for in the Note and Guarantee Agreement. We refer to
these notes as the "senior notes." See "-Liquidity and Capital Resources-Debt
Financings-Senior Notes" for more information about the senior notes. One member
of the Board is associated with or an employee of BlueMountain. In addition,
based on information filed publicly with the SEC, BlueMountain owns greater than
5% of our outstanding common stock as of March 15, 2016.
As of December 31, 2015, the outstanding principal balance of the senior notes
was $131.6 million, and the unamortized discount on the senior notes was $5.7
million, which we amortize as additional interest expense until March 28, 2020.
June 2014 Class B Financing. On June 25, 2014, we issued 1,670,000 shares of
Class B Common Stock in a private placement, which we refer to as the "June 2014
Class B financing" for $18.50 per share, resulting in aggregate gross proceeds
to us of approximately $30.9 million, pursuant to subscription agreements
entered individually with certain accredited investor investment entities of
Aurora. One member of the Board is associated with or an employee of affiliates
of Aurora. In addition, based on information publicly filed with the SEC, Aurora
owns greater than 5% of our outstanding common stock as of March 15, 2016.
2015 Merger Related Transactions
2015 Merger Agreement. On February 24, 2015, General Maritime Corporation (our
former name), Gener8 Maritime Acquisition, Inc. (one of our whollyowned
subsidiaries), Navig8 Crude Tankers, Inc. and each of the equityholders'
representatives named therein entered into an Agreement and Plan of Merger. We
refer to Gener8 Maritime Acquisition, Inc. as "Gener8 Acquisition," to Navig8
Crude Tankers, Inc. as "Navig8 Crude" and to the Agreement and Plan of Merger as
the "2015 merger agreement." Pursuant to the 2015 merger agreement, Gener8
Acquisition merged with and into Navig8 Crude, with Navig8 Crude continuing as
the surviving corporation and our whollyowned subsidiary and being renamed
Gener8 Maritime Subsidiary Inc. or "Gener8 Subsidiary." We refer to the
transactions contemplated under the 2015 merger agreement as the "2015 merger."
The 2015 merger closed on May 7, 2015. Navig8 Crude's shareholders that were
permitted to receive shares of our common stock pursuant to the Securities
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Act under the 2015 merger agreement received 0.8947 shares of our common stock
for each common share of Navig8 Crude they owned immediately prior to the 2015
merger. Navig8 Crude's shareholders that were not permitted to receive shares of
our common stock pursuant to the Securities Act received cash in an amount equal
to the number of shares of our common stock such shareholder would have received
multiplied by $14.348. Concurrently with the 2015 merger, we filed with the
Registrar of Corporations of the Republic of the
Marshall Islands
our Third
Amended and Restated Articles of Incorporation to, among other things, increase
our authorized capital, reclassify our common stock into a single class of
common stock and change our legal name to "Gener8 Maritime, Inc."
At the closing of the 2015 merger, we deposited into an account maintained by
the 2015 merger exchange and paying agent, in trust for the benefit of Navig8
Crude's former shareholders, 31,233,170 shares of our common stock and $4.5
million in cash. The number of shares and amount of cash deposited into such
account was calculated based on an assumption that the former holders of 1% of
Navig8 Crude's shares would not be permitted under the 2015 merger agreement to
receive our shares as consideration and would receive cash instead. During the
period from May 8, 2015 (post-merger) to December 31, 2015, all of these shares,
232,819 additional shares and $1.2 million in cash were issued to former
shareholders of Navig8 Crude as merger consideration and $3.3 million of cash
was returned to us from the trust account since the former holders of more than
99.0% of Navig8 Crude's shares received our shares as consideration. As of
December 31, 2015, $29,000 of cash remained in the trust account, and we could
be required to deposit into the 2015 merger exchange and paying agent account
additional shares pursuant to the 2015 merger agreement having a value of this
amount based on a share price of $14.348 per share.
Immediately following the consummation of the 2015 merger, our shareholders
prior to the 2015 merger owned approximately 34.9 million, or 52.55%, and Navig8
Crude's shareholders prior to the 2015 merger owned approximately 31.5 million,
or 47.45% of the shares of our common stock, with Oaktree, BlueMountain, Avenue,
Aurora, Monarch, BlackRock and Navig8 Limited and/or their respective affiliates
each owning greater than 5% of our outstanding common stock, respectively, of
our outstanding stock. The 2015 merger closed on May 7, 2015.
Prior to the consummation of the 2015 merger, three members of our Board were
associated with or employees of Oaktree, one member of our Board was associated
with or an employee of Aurora, one member of our Board was associated with or an
employee of BlackRock and one member of our Board was associated with or an
employee of BlueMountain. In addition, prior to the 2015 merger, one member of
each board of General Maritime and Navig8 Crude was associated with or an
employee of BlueMountain.
One current member of our Board is associated with or an employee of Aurora, one
member of our Board is associated with or an employee of Avenue, one member of
our Board is associated with or an employee of BlueMountain, one member of our
Board is associated with or an employee of Monarch and one member of our Board
is associated with or an employee of Oaktree.
Nicolas Busch, a member of our Board, and who is a member of our Strategic
Management Committee, and Gary Brocklesby, who serves as chairman and a member
of our Strategic Management Committee, are each directors and minority
beneficial owners of Navig8 Limited. Based on information publicly filed with
the SEC, Navig8 Limited owns greater than 4% of our outstanding common stock as
of March 15, 2016.
Until twenty four months following the anniversary of the closing of the 2015
merger, we are required, subject to a maximum amount of $75.0 million and a
deductible of $5.0 million, to indemnify and defend General Maritime's or Navig8
Crude's shareholders immediately prior to the 2015 merger, in respect of certain
losses arising from inaccuracies or breaches in the representations and
warranties of, or the breach prior to the closing of the 2015 merger by, Navig8
Crude and General Maritime, respectively. Any amounts payable pursuant to such
indemnification obligation shall be satisfied by the issuance of shares of our
common stock with a fair market value equal to the amount of the indemnified
loss and may result in dilution to certain shareholders.
2015 Warrant Agreement. In connection with the 2015 merger we entered into an
amended and restated warrant agreement with Navig8 Limited. We refer to this
agreement as the "2015 warrant agreement" and to Navig8 Limited or the
subsequent transferee as the "2015 warrantholder." Under the 2015 warrant
agreement, 1,600,000 warrants that had, prior to the 2015 merger, provided the
2015 warrantholder the right to purchase 1,600,000 shares of
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Navig8 Crude's common stock at $10 per share were converted into warrants
entitling the 2015 warrantholder to purchase 0.8947 shares of our common stock
for each warrant held for a purchase price of $10.00 per warrant, or $11.18 per
share. We refer to these warrants as the "2015 warrants." The 2015 warrants,
which expire on March 31, 2016, vest in five equal tranches, with each tranche
vesting upon our common shares reaching the following trading thresholds
following an initial public offering: $15.09, $16.21, $17.32, $18.44 and $19.56.
These trading thresholds represent the volumeweighted average price of our
shares over any period of ten consecutive trading days during which there is a
minimum cumulative trading volume of $2.0 million. See above for more
information regarding the relationship between Navig8 Limited and us.
2015 Option. Pursuant to the 2015 merger agreement, we agreed to convert any
outstanding option to acquire Navig8 Crude common stock into an option to
acquire the number of shares of our common stock equal to the product obtained
by multiplying (i) the number of shares of Navig8 Crude common stock subject to
such stock option immediately prior to the consummation of the 2015 merger by
(ii) 0.8947, at an exercise price per share equal to the quotient obtained by
dividing (A) the per share exercise price specified in such stock option
immediately prior to the 2015 merger by (B) 0.8947. Immediately prior to the
consummation of the 2015 merger, there was one option to purchase 15,000 shares
at $13.50 per share issued to L. Spencer Wells. Mr. Wells served as
BlueMountain's designee to the Navig8 Crude board of directors until the
consummation of the 2015 merger. This option, which we referred to as the "2015
option" was converted into an option to purchase 13,420 of our common shares at
an exercise price of $15.088 per share. We also agreed to treat the 2015 option
as exercisable through July 8, 2017. See above for more information regarding
the relationship between BlueMountain and us.
2015 Equity Purchase Agreement. On February 24, 2015, we entered into an equity
purchase agreement with Navig8 Crude, Avenue, BlackRock, BlueMountain, Monarch,
Oaktree, Twin Haven and/or their respective affiliates. We refer to this
agreement as the "2015 equity purchase agreement." In April 2015, certain other
accredited investors, including Navig8 Limited, became parties to the 2015
equity purchase agreement through the execution of joinders thereto. We refer to
both the original and subsequent signatories to the 2015 equity purchase
agreement as the "2015 commitment parties." Under the 2015 equity purchase
agreement, we had the option to sell an aggregate of up to $125.0 million of
shares of our common stock in up to three tranches to the 2015 commitment
parties at a price of $12.914 per share. We refer to the right we had to
exercise our option and require that the parties purchase these shares as the
"2015 purchase commitment." The 2015 purchase commitment terminated upon the
consummation of our initial public offering. See above for more information
regarding the relationship between Avenue, BlueMountain, Monarch Oaktree,
BlackRock, Twin Haven and us.
Pursuant to the terms of the 2015 equity purchase agreement, we issued 483,970
shares of our common stock to the 2015 commitment parties as a commitment
premium upon the closing of the 2015 merger as consideration for their purchase
commitments including 63,884, 79,491, 61,847, 49,775, 66,096, 27,737, and 21,164
shares to Oaktree, BlueMountain, Avenue, Monarch, BlackRock, Twin Haven and
Navig8 Limited, respectively. We refer to the issuance of these shares as the
"2015 commitment premium."
In connection with the 2015 equity purchase agreement, we have agreed to
indemnify, subject to certain exceptions, each 2015 commitment party and its
affiliates from losses incurred by such 2015 commitment party or its affiliate
or to which such 2015 commitment party or its affiliate may become subject that
arise out of or in connection with the 2015 equity purchase agreement and the
transactions contemplated therein.
2015 Shareholders Agreement. In connection with the consummation of the merger
agreement we entered into a shareholders agreement with certain of our
shareholders, including the 2015 commitment parties who hold at least 5% of our
outstanding shares, including Aurora, Avenue, BlackRock, BlueMountain, Monarch
and Oaktree. We refer to this agreement as the "2015 shareholders agreement."
As of the date of this Annual Report, all of the members of our Board of
Directors were originally elected pursuant to the terms of the 2015 shareholders
agreement. See above for more information regarding the relationship between
Avenue, BlueMountain, Monarch, Oaktree, BlackRock, Twin Haven and us.
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In addition, pursuant to the 2015 shareholders agreement, the Strategic
Management Committee was formed as an advisory committee to our Board of
Directors and consists of Gary Brocklesby (voting and Chairman), Nicolas Busch
(voting), Peter Georgiopoulos (voting), John Tavlarios (voting), and Leonard J.
Vrondissis (nonvoting). The 2015 shareholders agreement terminated upon the
consummation of our initial public offering. In 2015, there were no meetings of
the Strategic Management Committee, as strategic matters were considered
directly by our Board of Directors.
2015 Registration Rights Agreement. In connection with the consummation of the
2015 merger, we entered into the Second Amended and Restated Registration
Agreement, with certain of our shareholders, including Aurora, Avenue,
BlackRock, BlueMountain, Monarch, Oaktree and Twin Haven. Navig8 Limited
subsequently signed a joinder to this agreement. We refer to this agreement, as
amended, as the "2015 registration rights agreement," and to Aurora, Avenue,
BlackRock, BlueMountain, Monarch, Navig8 Limited, Oaktree, and Twin Haven as the
"2015 principal shareholders." See above for more information regarding the
relationship between Aurora, Avenue, BlackRock, BlueMountain, Monarch, Oaktree
and Twin Haven and us.
The 2015 registration rights agreement provides that, any time following the
consummation of an initial public offering by us and from time to time, the 2015
principal shareholders will be entitled to demand a certain number of longform
registrations and shortform registrations of all or part of their registrable
securities. Demand registrations may be requested by the 2015 principal
shareholders holding five million shares (as adjusted for any stock dividends,
stock splits, combinations and reorganizations and similar events) of
registrable securities. No registration statement is required to be filed within
180 days of the final prospectus used in an initial public offering.
We are not required to effectuate demands for any longform or shortform
registration unless the expected gross proceeds from the registration are
$60.0 million or more. We are not required to effectuate more than eight demand
registrations in total and no more than two in any calendar year, and are not
required to effectuate any demand registrations following the fifth anniversary
of the 2015 registration rights agreement, although the 2015 principal
shareholders may request an unlimited number of nonunderwritten shelf
takedowns. The 2015 registration rights agreement requires us to provide certain
piggyback registration rights to certain holders of registrable securities.
Under the 2015 registration rights agreement, each holder of registrable
securities is required to agree to certain customary "lockup" agreements in
connection with underwritten public offerings.
Support and Voting Agreements and Consents. Concurrently with the execution of
the 2015 merger agreement, and in order to facilitate the 2015 merger, the
Company and Navig8 Crude entered into voting agreements with certain of Navig8
Crude's shareholders, including Avenue, BlueMountain and Monarch, or certain of
their respective affiliates, as well as certain of the Company's shareholders,
including Aurora, BlackRock, BlueMountain, Oaktree and Twin Haven, or certain of
their respective affiliates, pursuant to which each shareholder agreed, among
other things, to vote in favor of the 2015 merger at any applicable shareholder
meeting. These voting agreements terminated upon the consummation of the 2015
merger.
In addition, in connection with the 2015 merger, certain of our shareholders,
including Aurora, BlackRock, BlueMountain, Oaktree and Twin Haven provided
various consents and waivers under the pre-merger shareholders agreement, the
pre-merger registration rights agreement and various past subscription
agreements for our common shares, to facilitate entry into, and consummation of
the transactions contemplated by, the 2015 merger agreement. See above for more
information regarding the relationship between Aurora, Avenue, BlackRock,
BlueMountain, Monarch, Oaktree and Twin Haven and us.
Related Party Transactions of Navig8 Crude Tankers, Inc.
Navig8 Group consists of Navig8 Limited and all of its subsidiaries including,
without limitation, Navig8 Shipmanagement Pte Ltd., Navig8 Asia Pte Ltd, VL8
Management Inc., Navig8 Inc., VL8 Pool Inc., V8 Pool Inc. and Integr8 Fuels,
Inc. Nicolas Busch, a member of our Board and our Strategic Management
Committee, and Gary Brocklesby, who is chairman and a member of our Strategic
Management Committee, are each directors and minority beneficial owners of
Navig8 Limited. Based on information publicly filed with the SEC, Navig8 Limited
owns greater than 4% of our outstanding common stock as of March 15, 2016. In
connection with the 2015 merger, we acquired
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Navig8 Crude, which at the time of the merger was an affiliate of Navig8 Limited and was a party to 14 VLCC shipbuilding contracts.
During the year ended December 31, 2015, we transitioned the majority of our
vessels to the Navig8 commercial crude tanker pools. As of December 31, 2015, we
employed all of our VLCC, Suezmax and Aframax vessels, with the exception of two
VLCCs that were on time charters, in Navig8 Group commercial crude tanker pools,
including the VL8 Pool, the Suez8 Pool and the V8 Pool. Our newbuilding and
VLCC, Suezmax and Aframax owning subsidiaries (other than for the Gener8 Victory
and the Gener8 Vision) have entered into pool agreements regarding the
deployment of our vessels into the VL8 Pool, the Suez8 Pool and V8 Pool,
respectively. VL8 Pool Inc. acts as the time charterer of the pool vessels in
the VL8 Pool, and V8 Pool Inc. acts as the time charterer of the pool vessels in
the Suez8 Pool and the V8 Pool, and in each case will enter the pool vessels
into employment contracts such as voyage charters. VL8 Pool Inc. and V8 Pool
Inc. allocate the revenue of VL8 Pool, Suez8 Pool and V8 Pool vessels, as
applicable, between all the pool participants based on pool results and a
pre-determined allocation method, as more fully described below. We refer to the
VL8 Pool, the Suez8 Pool and the V8 Pool as the "Navig8 pools."
VL8 Pool Agreements. Pursuant to pool agreements our VLCC vessel and newbuilding
owning subsidiaries have entered into with VL8 Pool Inc., a subsidiary of Navig8
Limited and the pool operator of the VL8 Pool, VL8 Pool Inc. divides the revenue
of vessels operating in the VL8 Pool between all the pool participants. These
pool agreements were originally entered into by the 14 newbuildingowning
subsidiaries we acquired in the 2015 merger. Since then, each of our VLCC
newbuilding or vessel owning subsidiaries, including subsidiaries into which
vessels are expected to be delivered (other than for the Genmar Victory and the
Genmar Vision), have entered into a pool agreement with VL8 Pool Inc. Revenues
are shared according to a distribution key based on vessel characteristics
allocated to each pool vessel with the aim of reflecting the relative earning
potential of each pool vessel compared with other pool vessels. The VL8 Pool's
legal entity is VL8 Pool Inc. Commercial management for the VL8 Pool is carried
out by VL8 Management Inc. In its role as the VL8 Pool pool operator, VL8 Pool
Inc. acts as the time charterer of the vessels in the VL8 Pool and enters these
vessels into employment contracts such as voyage charters. VL8 Pool Inc., as
time charterer, is responsible for the commercial employment and operation of
pool vessels for charters of up to seven months' duration. These pool agreements
contain various provisions which allow VL8 Pool Inc. to terminate the pool
agreements upon the occurrence of certain events of default. The agreements also
have a risk of mutualisation of liabilities amongst the pool participants under
the pool arrangements.
Pursuant to these pool agreements, VL8 Pool Inc. enters into time charters with
each of the pool participants and such time charters form part of the pool
agreements. The hire payable under and term of each of the time charters is
linked to the pool distribution amounts payable under and the participation
period of a pool vessel under the pool agreements. Further, the time charters by
and between VL8 Pool Inc. and our VLCC vessel and newbuilding owning
subsidiaries contain provisions that may adversely affect or restrict our
business, including the following: (a) we are subject to continuing
seaworthiness and maintenance obligations; (b) VL8 Pool Inc. may put a pool
vessel off hire or cancel a charter if the relevant vessel owning subsidiary
fails to produce certain documentation within 30 days of demand; (c) VL8
Pool Inc. may put a pool vessel off hire for any delays caused by the vessel's
flag or the nationality of her crew; (d) VL8 Pool Inc. has extensive rights to
place the vessel off hire and to terminate and redeliver the vessel without
penalty in connection with any shortfall in oil majors' approvals or SIRE
discharge reports; (e) VL8 Pool Inc. has the right to call for remedy of any
breach of representation or warranty within 30 days failing which the vessel may
be put off hire; and (f) after 10 days off hire the charter may then be
terminated by the charterers. The pool agreements, together with the time
charters, provide that each pool vessel shall remain in the VL8 Pool for a
minimum period of one year from delivery of the vessel into the pool. Each of
VL8 Pool Inc. and the vessel owning subsidiary is entitled to terminate the pool
agreement and the time charter by giving ninety (90) days' notice in writing to
the other (plus or minus 30 days at the option of VL8 Pool Inc.) at any time
after the expiration of the initial nine month period such pool vessel is in the
pool (which may be reduced if there is a firm sale to a third party) but a pool
vessel may not be withdrawn until it has fulfilled its contractual obligations
to third parties. Pursuant to the pool agreements, we are required to pay an
administrative fee of $325 per day per vessel.
These pool agreements contain provisions that may adversely affect or restrict
our business, including the following: (a) if VL8 Pool Inc. suffers a loss in
connection with the pool agreements, it may set off the amount of such loss
against the distributions that were to be made to the relevant vesselowning
subsidiary or any working capital
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repayable pursuant to the agreement; (b) we are currently required to provide
working capital of $1.5 million to VL8 Pool Inc. upon delivery of the vessel
into the pool, which is repayable on the vessel leaving the pool, as well as
fund cash calls to be paid within 10 days of recommendation by the Pool
Committee (consisting of representatives from VL8 Pool Inc. and each pool
participant); (c) each pool vessel is obligated to remain on hire for 90 days
after seizure by pirates but will thereafter be off hire until again available
to VL8 Pool Inc.; and (d) VL8 Pool Inc. has the right to terminate the vessel's
participation in the pool under a wide range of circumstances, including but not
limited to (i) the pool vessel is off hire for more than 30 days in a six month
period, (ii) the pool vessel is, in the reasonable opinion of VL8 Pool Inc.,
untradeable to a significant proportion of oil majors for any reason,
(iii) insolvency of the relevant vesselowning subsidiary, (iv) the relevant
vesselowning subsidiary is in breach of the agreement and VL8 Pool Inc., in its
reasonable opinion, considers the breach to warrant a cancellation of the
agreement or (v) if any relevant vesselowning subsidiary or an affiliate
becomes a sanctioned person.
See Note 17, Vessel pool arrangements, to the consolidated financial statements in Item 8 for more information regarding net pool distributions and other payments in respect of the VL8 pool.
Suez8 Pool Agreements. Pursuant to pool agreements entered into by and between
V8 Pool Inc., a subsidiary of Navig8 Limited, and the ship-owning subsidiaries
of our Suezmax vessels, V8 Pool Inc. divides the revenue of vessels operating in
the Suez8 Pool between all the pool participants. Revenues are shared according
to a distribution key based on vessel characteristics allocated to each pool
vessel with the aim of reflecting the relative earning potential of each pool
vessel compared with other pool vessels. The Suez8 Pool's legal entity is V8
Pool Inc., and the commercial management is carried out by Navig8 Asia Pte. Ltd.
In its role as the Suez8 Pool pool operator, V8 Pool Inc. acts as the time
charterer of the vessels in the Suez8 Pool and enters these vessels into
employment contracts such as voyage charters. V8 Pool Inc., as time charterer,
is responsible for the commercial employment and operation of pool vessels for
charters of up to seven months' duration. These pool agreements contain various
provisions which allow V8 Pool Inc. to terminate the pool agreements upon the
occurrence of certain events of default. The agreements also have a risk of
mutualisation of liabilities amongst the pool participants under the pool
arrangements.
Pursuant to these pool agreements, V8 Pool Inc. enters into time charters with
each of the pool participants and such time charters form part of the pool
agreements. The hire payable under and term of each of the time charters is
linked to the pool distribution amounts payable under and the participation
period of a pool vessel under the pool agreements. Further, the time charters by
and between V8 Pool Inc. and our Suezmax vesselowning subsidiaries contain
provisions that may adversely affect or restrict our business, including the
following: (a) we are subject to continuing seaworthiness and maintenance
obligations; (b) V8 Pool Inc. may put a pool vessel off hire or cancel a charter
if the relevant vessel owning subsidiary fails to produce certain documentation
within 30 days of demand; (c) V8 Pool Inc. may put a pool vessel off hire for
any delays caused by the vessel's flag or the nationality of her crew; (d) V8
Pool Inc. has extensive rights to place the vessel off hire and to terminate and
redeliver the vessel without penalty in connection with any shortfall in oil
majors' approvals or SIRE discharge reports; and (e) V8 Pool Inc. has the right
to call for remedy of any breach of representation or warranty within 30 days
failing which the vessel may be put off hire and after 10 days off hire, the
charter may then be terminated by the charterers. The pool agreements, together
with the time charters, provide that each pool vessel shall remain in the Suez8
Pool for a minimum period of one year from delivery of the vessel into the pool.
Each of V8 Pool Inc. and the vessel owning subsidiary is entitled to terminate
the pool agreement and the time charter by giving 90 days' notice in writing to
the other (plus or minus 30 days at the option of V8 Pool Inc.) at any time
after the expiration of the initial nine month period such pool vessel is in the
pool (which may be reduced if there is a firm sale to a third party or if
otherwise agreed to with V8 Pool Inc.) but a pool vessel may not be withdrawn
until it has fulfilled its contractual obligations to third parties. Pursuant to
the pool agreements, we are required to pay an administrative fee of $325 per
day per vessel.
These pool agreements contain provisions that may adversely affect or restrict
our business, including the following: (a) if V8 Pool Inc. suffers a loss in
connection with the pool agreements, it may set off the amount of such loss
against the distributions that were to be made to the relevant vesselowning
subsidiary or any working capital repayable pursuant to the agreement; (b) we
would be required to provide working capital of $1.0 million to V8 Pool Inc.
upon delivery of the vessel into the pool, which is repayable on the vessel
leaving the pool, as well as fund cash calls to be paid within 10 days of
recommendation by the Pool Committee (consisting of representatives from V8
Pool Inc. and each pool participant); (c) each pool vessel is obligated to
remain on hire for 90 days after seizure by pirates but will thereafter be off
hire until again available to V8 Pool Inc.; and (d) V8 Pool Inc. has the right
to terminate
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the vessel's participation in the pool under a wide range of circumstances,
including but not limited to (i) the pool vessel is off hire for more than
30 days in a six month period, (ii) the pool vessel is, in the reasonable
opinion of V8 Pool Inc., untradeable to a significant proportion of oil majors
for any reason, (iii) insolvency of the relevant vesselowning subsidiary,
(iv) the relevant vesselowning subsidiary is in breach of the agreement and V8
Pool Inc., in its reasonable opinion, considers the breach to warrant a
cancellation of the agreement or (v) if any relevant vesselowning subsidiary or
an affiliate becomes a sanctioned person.
See Note 17, Vessel pool arrangements, to the consolidated financial statements in Item 8 for more information regarding net pool distributions and other payments in respect of the Suez8 pool.
V8 Pool Agreements. Pursuant to pool agreements entered into by and between V8
Pool Inc. and the shipowning subsidiaries of our Aframax vessels, V8 Pool Inc.
divides the revenue of vessels operating in the V8 Pool between all the pool
participants. Revenues are intended to be shared according to a distribution key
based on vessel characteristics allocated to each pool vessel with the aim of
reflecting the relative earning potential of each pool vessel compared with
other pool vessels. The V8 Pool's legal entity is V8 Pool Inc., and the
commercial management is carried out by Navig8 Asia Pte. Ltd. V8 Pool Inc. acts
as the time charterer of the pool vessels and enters the pool vessels into
employment contracts such as voyage charters. In its role as the VL8 Pool pool
operator, V8 Pool Inc. acts as the time charterer of the vessels in the V8 Pool
and enters these vessels into employment contracts such as voyage charters. V8
Pool Inc., as time charterer, is responsible for the commercial employment and
operation of pool vessels for charters of up to seven months' duration. These
pool agreements contain various provisions which allow V8 Pool Inc. to terminate
the pool agreements upon the occurrence of certain events of default. The
agreements also have a risk of mutualisation of liabilities amongst the pool
participants under the pool arrangements.
Pursuant to these pool agreements, V8 Pool Inc. enters into time charters with
each of the pool participants and such time charters form part of the pool
agreements. The hire payable under and term of each of the time charters is
linked to the pool distribution amounts payable under and the participation
period of a pool vessel under the pool agreements. Further, the time charters by
and between V8 Pool Inc. and our Aframax vesselowning subsidiaries contain
provisions that may adversely affect or restrict our business, including the
following: (a) the relevant vessel-owning subsidiary is subject to continuing
seaworthiness and maintenance obligations; (b) V8 Pool Inc. may put a pool
vessel off hire or cancel a charter if the relevant vessel owning subsidiary
fails to produce certain documentation within 30 days of demand; (c) V8
Pool Inc. may put a pool vessel off hire for any delays caused by the vessel's
flag or the nationality of her crew; (d) V8 Pool Inc. has extensive rights to
place the vessel off hire and to terminate and redeliver the vessel without
penalty in connection with any shortfall in oil majors' approvals or SIRE
discharge reports; and (e) V8 Pool Inc. has the right to call for remedy of any
breach of representation or warranty within 30 days failing which the vessel may
be put off hire and after 10 days off hire, the charter may then be terminated
by the charterers. The pool agreements, together with the time charters, provide
that each pool vessel shall remain in the V8 Pool for a minimum period of one
year from delivery of the vessel into the pool. Each of V8 Pool Inc. and the
vessel owning subsidiary is entitled to terminate the pool agreement and the
time charter by giving 90 days' notice in writing to the other (plus or minus
30 days at the option of V8 Pool Inc.) at any time after the expiration of an
initial nine month period such pool vessel is in the pool (which may be reduced
if there is a firm sale to a third party) but a pool vessel may not be withdrawn
until it has fulfilled its contractual obligations to third parties. Pursuant to
the pool agreements, we are required to pay an administrative fee of $250 per
day per vessel.
These pool agreements contain provisions that may adversely affect or restrict
our business, including the following: (a) if V8 Pool Inc. suffers a loss in
connection with the pool agreements, it may set off the amount of such loss
against the distributions that were to be made to the relevant vesselowning
subsidiary or any working capital repayable pursuant to the agreement; (b) we
would be required to provide working capital of $0.8 million to V8 Pool Inc.
upon delivery of the vessel into the pool, which is repayable on the vessel
leaving the pool, as well as fund cash calls to be paid within 10 days of
recommendation by the Pool Committee (consisting of representatives from V8
Pool Inc. and each pool participant); (c) each pool vessel is obligated to
remain on hire for 90 days after seizure by pirates but will thereafter be off
hire until again available to V8 Pool Inc.; and (d) V8 Pool Inc. has the right
to terminate the vessel's participation in the pool under a wide range of
circumstances, including but not limited to (i) the pool vessel is off hire for
more than 30 days in a six month period, (ii) the pool vessel is, in the
reasonable opinion of V8 Pool Inc., untradeable to a significant proportion of
oil majors for any reason, (iii) insolvency of the relevant vesselowning
subsidiary, (iv) the relevant vesselowning subsidiary is in breach of the
agreement and V8 Pool Inc., in its reasonable
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opinion, considers the breach to warrant a cancellation of the agreement or (v) if any relevant vesselowning subsidiary or an affiliate becomes a sanctioned person.
See Note 17, Vessel pool arrangements, to the consolidated financial statements in Item 8 for more information regarding net pool distributions and other payments in respect of the V8 pool.
Navig8 Supervision Agreements. Gener8 Subsidiary has entered into supervision
agreements with Navig8 Shipmanagement Pte Ltd., or "Navig8 Shipmanagement," a
subsidiary of Navig8 Limited, with regards to the 2015 acquired VLCC
newbuildings whereby Navig8 Shipmanagement agreed to provide advice and
supervision services for the construction of the newbuilding vessels. These
services also include project management, plan approval, supervising
construction, fabrication and commissioning and vessel delivery services. In
accordance with the supervision agreements, Gener8 Subsidiary has agreed to pay
Navig8 Shipmanagement a total fee of $0.5 million per vessel for each 2015
acquired VLCC newbuilding. The agreements do not contain the ability to
terminate early and, as such, the agreements would be effective until full
performance or a termination by default. Under the supervision agreements, the
liability of Navig8 Shipmanagement is limited to acts of negligence, gross
negligence or willful misconduct and is subject to a cap of $0.3 million per
vessel, which is less than the fee payable per vessel. The supervision
agreements also contain an indemnity in favor of Navig8 Shipmanagement and its
employees and agents.
Corporate Administration Agreement. Gener8 Subsidiary is party to a corporate
administration agreement with Navig8
Asia
, whereby Navig8
Asia
agreed to provide
certain administrative services for Gener8 Subsidiary. In accordance with the
corporate administration agreement, Gener8 Subsidiary agreed to pay Navig8
Asia
a fee of $250 per vessel or newbuilding owned by Gener8 Subsidiary per day. The
corporate administration agreement terminates when all 14 vessels relating to
the 2015 acquired VLCC newbuildings have been disposed of by Gener8 Subsidiary.
Technical Management Agreements. Pursuant to technical management agreements by
and between Navig8 Shipmanagement and Gener8 Subsidiary's 14 newbuilding-owning
subsidiaries, Navig8 Shipmanagement has agreed to provide technical management
services for these vessels, once delivered, including but not limited to
arranging for and managing crews, vessel maintenance, provision of supplies,
spares, victuals and lubricating oils, dry-docking, repairs, insurance,
maintaining regulatory and classification society compliance, and providing
technical support. In accordance with the technical management agreements,
Gener8 Subsidiary's vessel-owning subsidiaries will pay Navig8 Shipmanagement an
annual fee of $0.2 million (payable at a daily rate of $500.00 per day), per
vessel. The technical management agreements are generally consistent with
industry standard and include a liability cap for Navig8 Shipmanagement of ten
times the annual management fee. However, for the 2015 acquired VLCC newbuilding
that has been delivered to us, we have entered into agreements with third-party
technical managers and we currently do not intend to utilize the technical
management agreements with Navig8 Shipmanagement upon delivery of the remaining
2015 acquired VLCC newbuildings. The agreements with Navig8 Shipmanagement may
be terminated upon two months' written notice.
Project Structuring Agreement. Gener8 Subsidiary is party to a project
structuring agreement with Navig8 Limited, whereby Navig8 Limited has agreed to
provide certain project structuring services to Gener8 Subsidiary in connection
with the purchase of vessels. In accordance with the project structuring
agreement, Gener8 Subsidiary is required to pay Navig8 Limited a fee of 1% of
the agreed yard base price of any vessel which Gener8 Subsidiary or its
subsidiaries contract to build and purchase, such fee to be paid by the issuance
of ordinary shares in Gener8 Subsidiary.
Nave Quasar Time Charter. On January 15, 2014, Navig8 Crude, (renamed Gener8
Subsidiary) entered into a Time Charter Party with Navig8 Inc., or "N8I," a
subsidiary of Navig8 Limited, relating to the Nave Quasar for a charter period
of twelve or twenty-four months. Gener8 Subsidiary's estimated commitments, as
of December 31, 2015, through the expected re-delivery date, in 2016, of Nave
Quasar, aggregate approximately $1.8 million.
Other Related Party Transactions
During the years ended December 31, 2015 and 2014, we incurred office expenses
totaling approximately $7,000 and $11,000, respectively, on behalf of P C
Georgiopoulos & Co. LLC, an investment management company controlled by Peter C.
Georgiopoulos, the Chairman of our Board and Chief Executive Officer. As of
December 31, 2015 and December 31, 2014, a balance due from P C
Georgiopoulos & Co., LLC of approximately $7,000 and $14,000, respectively,
remains outstanding.
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We incurred fees for legal services aggregating $0 and $0.1 million during the
years ended December 31, 2015 and 2014, respectively, due to the father of Mr.
Georgiopoulos. As of December 31, 2015 and December 31, 2014, there was no
balance due to the father of Mr. Georgiopoulos.
We incurred certain business, travel, and entertainment costs totaling $0.1
million and $0.1 million, during the years ended December 31, 2015 and 2014,
respectively, on behalf of Genco Shipping & Trading Limited ("Genco"), an owner
and operator of dry bulk vessels. Mr. Georgiopoulos is chairman of Genco's board
of directors. As of December 31, 2015 and 2014, a balance due from Genco of
$8,000 and $53,000, respectively, remains outstanding.
Genco made available certain of its employees who performed internal audit
services for us for which we were invoiced $0 and $0.1 million, respectively,
during the years ended December 31, 2015 and 2014, based on actual time spent by
the employees. As of December 31, 2015 and 2014, a balance of $0 and $12,000,
respectively, remains outstanding.
Aegean Marine Petroleum Network, Inc. ("Aegean") supplied bunkers and
lubricating oils to our vessels aggregating $8.2 million and $17.1 million,
during the years ended December 31, 2015 and 2014, respectively. As of December
31, 2015 and 2014, a balance of $0.8 million and $0.6 million, respectively,
remains outstanding. Mr. Georgiopoulos is the chairman of Aegean's board of
directors, and John Tavlarios, our Chief Operating Officer is on the board of
directors of Aegean. During 2014, Aegean chartered one of our vessels for a
voyage. No such transactions occurred during fiscal 2015. As of December 31,
2015 and 2014, a balance of $0 and $0.3 million, respectively, remains
outstanding. In addition, we provided office space to Aegean and Aegean incurred
rent and other expenses in its
New York
office during the year ended December
31, 2015 and 2014 for $0.2 million and $0.2 million, respectively. As of
December 31, 2015 and 2014, a balance of $4,000 and $5,000, respectively,
remains outstanding.
We provided office space to Chemical Transportation Group, Inc. ("Chemical"), an
owner and operator of chemical vessels for $0.1 million and $45,000,
respectively, during the years ended December 31, 2015 and 2014. Mr.
Georgiopoulos is chairman of Chemical's board of directors. No balances remain
outstanding as of December 31, 2015 and 2014.
During 2013, we assigned certain payments associated with bunker supply
contracts with thirdparty vendors amounting to $20,364 to Oaktree Principal
Bunker Holdings Ltd., which is managed by Oaktree Capital Management, L.P. One
of the members of our Board is employed by Oaktree Capital Management, L.P.
Prior to the consummation of the 2015 merger on May 7, 2015, three members of
the Board were associated with or employed by Oaktree Capital Management, L.P.
The fees incurred to Oaktree Principal Bunker Holdings Ltd. for this assignment
amounted to $1.0 million and $3.4 million for the years ended December 31, 2015
and 2014, respectively, and this amount is included in Voyage expenses on the
consolidated statement of operations. As of December 31, 2015 and 2014, the
balance due to Oaktree Principal Bunker Holdings Ltd. of $0 and $14.3 million,
respectively, remains outstanding, and is included in Accounts payable and
accrued expenses on the consolidated balance sheets.
We purchased bunkers from Integr8 Fuels Inc., a subsidiary of Navig8 Limited,
amounting to $6.5 million and $8.6 million for the years ended December 31, 2015
and 2014, respectively. As of December 31, 2015 and December 31, 2014, there was
no balance due to Integr8 Fuels Inc.
Amounts due from the related parties described above as of December 31, 2015 and
2014 are included in Prepaid expenses and other current assets on the
consolidated balance sheets (except as otherwise indicated above); amounts due
to the related parties described above as of December 31, 2015 and 2014 are
included in Accounts payable and accrued expenses on the consolidated balance
sheets (except as otherwise indicated above).
Board Designees
In connection with our emergence from bankruptcy in May 2012Oaktree designated
five persons to our board of directors. In February 2013, in connection with
BlueMountain's investment in us in December 2012, BlueMountain designated an
additional director. In January 2014, Aurora, and Twin Haven each designated an
additional director and
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in March 2014, BlackRock designated a ninth director, in each case, in
connection with such entities' respective investments in us in December 2013.
These directors were each designated pursuant to Board designation rights
provided in agreements in effect prior to the consummation of the 2015 merger.
Upon the consummation of the 2015 merger on May 7, 2015, the premerger
shareholders agreement was terminated and replaced by the 2015 shareholders
agreement described above under "-2015 Merger Related Transactions-2015
Shareholders Agreement" pursuant to which a seven member board was elected.
Under the 2015 shareholders agreement, each of Aurora, Avenue, BlueMountain,
Monarch and Oaktree were given the right to designate a director to the Board.
Messrs. Georgiopoulos and Busch were also appointed to the Board pursuant to the
2015 shareholders agreement. The shareholders party to the 2015 shareholders
agreement were obligated to vote their shares to support the election of these
designees. The 2015 shareholders agreement terminated upon consummation of our
initial public offering.
Effects of Inflation
We do not consider inflation to be a significant risk to the cost of doing business in the current or foreseeable future. Inflation has a moderate impact on operating expenses, drydocking expenses and corporate overhead.
DISCLOSURE: The views and opinions expressed in this article are those of the authors, and do not represent the views of equities.com. Readers should not consider statements made by the author as formal recommendations and should consult their financial advisor before making any investment decisions. To read our full disclosure, please go to: http://www.equities.com/disclaimer
