Table of Contents

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

x      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended March 31, 2015

 

OR

 

o         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from            to           

 

Commission file number 001-34648

 


 

BALTIC TRADING LIMITED

(Exact name of registrant as specified in its charter)

 

Republic of the Marshall Islands

 

98-0637837

(State or other jurisdiction of
incorporation or organization)

 

(I.R.S. Employer
Identification No.)

 

299 Park Avenue, 12th Floor, New York, New York 10171
(Address of principal executive offices)    (Zip Code)

 

(646) 443-8550

(Registrant’s telephone number, including area code)

 


 

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes x  No o

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes x  No o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer o

 

Accelerated filer x

 

 

 

Non-accelerated filer o

 

Smaller reporting company o

(Do not check if a smaller reporting company)

 

 

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes o  No x

 

The number of shares outstanding of each of the issuer’s classes of common stock, as of May 8, 2015: common stock, $0.01 per share — 52,255,241 shares and Class B stock, $0.01 per share — 6,356,471 shares.

 

 

 



Table of Contents

 

Baltic Trading Limited

 

 

 

Page

 

 

 

 

PART I — FINANCIAL INFORMATION

 

 

 

 

Item 1.

Financial Statements (unaudited)

 

 

 

 

 

 

a)

Condensed Consolidated Balance Sheets — March 31, 2015 and December 31, 2014

1

 

 

 

 

 

b)

Condensed Consolidated Statements of Operations — For the Three Months ended March 31, 2015 and 2014

2

 

 

 

 

 

c)

Condensed Consolidated Statements of Shareholders’ Equity — For the Three Months ended March 31, 2015 and 2014

3

 

 

 

 

 

d)

Condensed Consolidated Statements of Cash Flows — For the Three Months ended March 31, 2015 and 2014

4

 

 

 

 

 

e)

Notes to Condensed Consolidated Financial Statements

5

 

 

 

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

19

 

 

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

35

 

 

 

Item 4.

Controls and Procedures

36

 

 

 

 

PART II — OTHER INFORMATION

 

 

 

 

Item 1.

Legal Proceedings

36

 

 

 

Item 1A.

Risk Factors

36

 

 

 

Item 6.

Exhibits

37

 

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Website Information

 

We intend to use our website, www.BalticTrading.com, as a means of disclosing material non-public information and for complying with our disclosure obligations under Regulation FD.  Such disclosures will be included in our website’s Investor Relations section. Accordingly, investors should monitor the Investor Relations portion of our website, in addition to following our press releases, SEC filings, public conference calls, and webcasts. To subscribe to our e-mail alert service, please click the “Receive E-mail Alerts” link in the Investor Relations section of our website and submit your email address. The information contained in, or that may be accessed through, our website is not incorporated by reference into or a part of this document or any other report or document we file with or furnish to the SEC, and any references to our website are intended to be inactive textual references only.

 

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PART I:  FINANCIAL INFORMATION

 

ITEM 1.  FINANCIAL STATEMENTS

 

Baltic Trading Limited

Condensed Consolidated Balance Sheets as of March 31, 2015 and December 31, 2014

(U.S. Dollars in Thousands, Except for Share and Per Share Data)

(Unaudited)

 

 

 

March 31, 2015

 

December 31,
2014

 

 

 

 

 

 

 

Assets

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

15,051

 

$

9,929

 

Due from charterers, net of a reserve of $15 and $42, respectively

 

2,517

 

3,948

 

Prepaid expenses and other current assets

 

5,760

 

5,506

 

Total current assets

 

23,328

 

19,383

 

 

 

 

 

 

 

Noncurrent assets:

 

 

 

 

 

Vessels, net of accumulated depreciation of $73,282 and $72,921, respectively

 

489,685

 

496,210

 

Deposits on vessels

 

17,862

 

23,733

 

Deferred drydock, net of accumulated amortization of $688 and $505, respectively

 

3,374

 

3,049

 

Fixed assets, net of accumulated depreciation of $73 and $66, respectively

 

113

 

120

 

Deferred financing costs, net of accumulated amortization of $561 and $295, respectively

 

6,063

 

6,078

 

Restricted cash

 

 

19,645

 

Total noncurrent assets

 

517,097

 

548,835

 

 

 

 

 

 

 

Total assets

 

$

540,425

 

$

568,218

 

 

 

 

 

 

 

Liabilities and Shareholders’ Equity

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable and accrued expenses

 

$

6,854

 

$

6,316

 

Deferred revenue

 

268

 

98

 

Due to Parent

 

1,512

 

147

 

Current portion of long-term debt

 

16,800

 

6,331

 

Total current liabilities

 

25,434

 

12,892

 

 

 

 

 

 

 

Noncurrent liabilities:

 

 

 

 

 

Long-term debt

 

191,663

 

190,444

 

Total noncurrent liabilities:

 

191,663

 

190,444

 

 

 

 

 

 

 

Total liabilities

 

217,097

 

203,336

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 

Shareholders’ equity:

 

 

 

 

 

Common stock, par value $0.01; 500,000,000 shares authorized; issued and outstanding 52,255,241 shares at March 31, 2015 and December 31, 2014

 

523

 

523

 

Class B stock, par value $0.01; 100,000,000 shares authorized; issued and outstanding 6,356,471 at March 31, 2015 and December 31, 2014

 

64

 

64

 

Additional paid-in capital

 

413,587

 

412,771

 

Accumulated deficit

 

(90,846

)

(48,476

)

Total shareholders’ equity

 

323,328

 

364,882

 

 

 

 

 

 

 

Total liabilities and shareholders’ equity

 

$

540,425

 

$

568,218

 

 

See accompanying notes to condensed consolidated financial statements.

 

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Baltic Trading Limited

Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2015 and 2014

(U.S. Dollars in thousands, Except for Per Share Data)

(Unaudited)

 

 

 

For the Three Months
Ended March 31,

 

 

 

2015

 

2014

 

 

 

 

 

 

 

Revenues

 

$

6,911

 

$

13,091

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

Voyage expenses

 

452

 

420

 

Voyage expenses to Parent

 

87

 

168

 

Vessel operating expenses

 

6,587

 

6,551

 

General, administrative and technical management fees

 

2,818

 

1,972

 

Management fees to Parent

 

1,012

 

878

 

Depreciation and amortization

 

5,631

 

5,103

 

Impairment of vessel assets

 

30,730

 

 

 

 

 

 

 

 

Total operating expenses

 

47,317

 

15,092

 

 

 

 

 

 

 

Operating loss

 

(40,406

)

(2,001

)

 

 

 

 

 

 

Other (expense) income:

 

 

 

 

 

Other income (expense)

 

10

 

(20

)

Interest income

 

8

 

10

 

Interest expense

 

(1,959

)

(1,510

)

 

 

 

 

 

 

Other expense, net

 

(1,941

)

(1,520

)

 

 

 

 

 

 

Loss before income taxes

 

(42,347

)

(3,521

)

Income tax expense

 

(23

)

(12

)

 

 

 

 

 

 

Net loss

 

$

(42,370

)

$

(3,533

)

 

 

 

 

 

 

Net loss per share of common and Class B Stock:

 

 

 

 

 

Net loss per share-basic

 

$

(0.75

)

$

(0.06

)

Net loss per share-diluted

 

$

(0.75

)

$

(0.06

)

Dividends declared and paid per share of common and Class B Stock

 

$

 

$

0.03

 

 

See accompanying notes to condensed consolidated financial statements.

 

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Baltic Trading Limited

Condensed Consolidated Statements of Shareholders’ Equity

For the Three Months Ended March 31, 2015 and 2014

(U.S. Dollars in Thousands, Except for Share and Per Share Data)
(Unaudited)

 

 

 

Common
Stock
Par Value

 

Class B
Stock
Par Value

 

Additional
Paid-In
Capital

 

Accumulated
Deficit

 

Total

 

Balance — January 1, 2015

 

$

523

 

$

64

 

$

412,771

 

$

(48,476

)

$

364,882

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

 

 

 

 

 

 

(42,370

)

(42,370

)

 

 

 

 

 

 

 

 

 

 

 

 

Nonvested stock amortization

 

 

 

 

 

816

 

 

 

816

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance — March 31, 2015

 

$

523

 

$

64

 

$

413,587

 

$

(90,846

)

$

323,328

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common
Stock
Par Value

 

Class B
Stock
Par Value

 

Additional
Paid-In
Capital

 

Accumulated
Deficit

 

Total

 

Balance — January 1, 2014

 

$

512

 

$

64

 

$

412,736

 

$

(28,209

)

$

385,103

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

 

 

 

 

 

 

(3,533

)

(3,533

)

 

 

 

 

 

 

 

 

 

 

 

 

Cash dividends paid ($0.03 per share)

 

 

 

 

 

(1,726

)

 

 

(1,726

)

 

 

 

 

 

 

 

 

 

 

 

 

Nonvested stock amortization

 

 

 

 

 

963

 

 

 

963

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance — March 31, 2014

 

$

512

 

$

64

 

$

411,973

 

$

(31,742

)

$

380,807

 

 

See accompanying notes to condensed consolidated financial statements.

 

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Baltic Trading Limited

Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2015 and 2014

(U.S. Dollars in Thousands)

(Unaudited)

 

 

 

For the Three Months Ended March 31,

 

 

 

2015

 

2014

 

Cash flows from operating activities:

 

 

 

 

 

Net loss

 

$

(42,370

)

$

(3,533

)

Adjustments to reconcile net loss to net cash (used in) provided by operating activities:

 

 

 

 

 

Depreciation and amortization

 

5,631

 

5,103

 

Amortization of deferred financing costs

 

266

 

188

 

Amortization of nonvested stock compensation expense

 

816

 

963

 

Impairment of vessel assets

 

30,730

 

 

Change in assets and liabilities:

 

 

 

 

 

Decrease in due from charterers

 

1,431

 

378

 

Increase in prepaid expenses and other current assets

 

(261

)

(2,124

)

Increase in accounts payable and accrued expenses

 

2,595

 

2,270

 

Increase (decrease) in due to Parent

 

1,088

 

(81

)

Increase (decrease) in deferred revenue

 

170

 

(68

)

Deferred drydock costs incurred

 

(508

)

(1,674

)

 

 

 

 

 

 

Net cash (used in) provided by operating activities

 

(412

)

1,422

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

Purchase of vessels, including deposits

 

(23,579

)

(17,161

)

Purchase of fixed assets

 

 

(12

)

Changes in deposits of restricted cash

 

19,645

 

 

 

 

 

 

 

 

Net cash used in investing activities

 

(3,934

)

(17,173

)

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

Proceeds from the $148 Million Credit Facility

 

115,000

 

 

Repayments on the 2010 Credit Facility

 

(102,250

)

 

Repayments on the $22 Million Term Loan Facility

 

(375

)

(375

)

Repayments on the $44 Million Term Loan Facility

 

(687

)

(687

)

Cash dividends paid

 

 

(1,726

)

Payment of common stock issuance costs

 

 

(106

)

Payment of deferred financing costs

 

(2,220

)

(87

)

 

 

 

 

 

 

Net cash provided by (used in) financing activities

 

9,468

 

(2,981

)

 

 

 

 

 

 

Net increase (decrease) in cash and cash equivalents

 

5,122

 

(18,732

)

 

 

 

 

 

 

Cash and cash equivalents at beginning of period

 

9,929

 

58,193

 

 

 

 

 

 

 

Cash and cash equivalents at end of period

 

$

15,051

 

$

39,461

 

 

See accompanying notes to condensed consolidated financial statements.

 

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Baltic Trading Limited

(U.S. Dollars in Thousands, Except Per Share and Share Data)

Notes to Condensed Consolidated Financial Statements (unaudited)

 

1 - GENERAL INFORMATION

 

The accompanying condensed consolidated financial statements include the accounts of Baltic Trading Limited (“Baltic Trading”) and its wholly-owned subsidiaries (collectively, the “Company”).  The Company was formed to own and employ drybulk vessels in the spot market.  The spot market represents immediate chartering of a vessel, usually for single voyages, or employing vessels on spot market-related time charters.  Baltic Trading was formed on October 6, 2009 (the “inception date”), under the laws of the Republic of the Marshall Islands.

 

At March 31, 2015, the Company was the sole owner of all of the outstanding shares of the following ship-owning subsidiaries as set forth below:

 

Wholly Owned
Subsidiaries

 

Vessels

 

Dwt

 

Delivery Date

 

Year
Built

 

 

 

 

 

 

 

 

 

Baltic Leopard Limited

 

Baltic Leopard

 

53,447

 

April 8, 2010

 

2009

Baltic Panther Limited

 

Baltic Panther

 

53,351

 

April 29, 2010

 

2009

Baltic Cougar Limited

 

Baltic Cougar

 

53,432

 

May 28, 2010

 

2009

Baltic Jaguar Limited

 

Baltic Jaguar

 

53,474

 

May 14, 2010

 

2009

Baltic Bear Limited

 

Baltic Bear

 

177,717

 

May 14, 2010

 

2010

Baltic Wolf Limited

 

Baltic Wolf

 

177,752

 

October 14, 2010

 

2010

Baltic Wind Limited

 

Baltic Wind

 

34,409

 

August 4, 2010

 

2009

Baltic Cove Limited

 

Baltic Cove

 

34,403

 

August 23, 2010

 

2010

Baltic Breeze Limited

 

Baltic Breeze

 

34,386

 

October 12, 2010

 

2010

Baltic Fox Limited

 

Baltic Fox

 

31,883

 

September 6, 2013

 

2010

Baltic Hare Limited

 

Baltic Hare

 

31,887

 

September 5, 2013

 

2009

Baltic Lion Limited

 

Baltic Lion

 

179,185

 

December 27, 2013

 

2012

Baltic Tiger Limited

 

Baltic Tiger

 

179,185

 

November 26, 2013

 

2011

Baltic Hornet Limited

 

Baltic Hornet

 

63,574

 

October 29, 2014

 

2014

Baltic Wasp Limited

 

Baltic Wasp

 

63,389

 

January 2, 2015

 

2015

Baltic Scorpion Limited

 

Baltic Scorpion

 

64,000

 

Q2 2015 (1)

 

2015 (1)

Baltic Mantis Limited

 

Baltic Mantis

 

64,000

 

Q3 2015 (1)

 

2015 (1)

 


(1)         Built dates and delivery dates for vessels being delivered in the future are estimates based on the guidance received from the sellers and the respective shipyards.

 

As of March 31, 2015 and December 31, 2014, Genco Shipping & Trading Limited’s (“Genco” or “Parent”) ownership of 6,356,471 shares of the Company’s Class B stock represented a 10.85% ownership interest in the Company and 64.60% of the aggregate voting power of the Company’s outstanding shares of voting stock.

 

On April 21, 2014, Genco and certain of its direct and indirect subsidiaries (the “Debtors”) filed petitions for Chapter 11 in the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”). On April 24, 2014, the Bankruptcy Court approved the form of combined notice of commencement of the Chapter 11 Cases, the combined hearing on the Debtors’ solicitation procedures, confirmation of the Debtors’ prepackaged plan of reorganization (the “Prepack Plan”) and the adequacy of the related disclosure statement. Subsequently, on July 2, 2014, the Bankruptcy Court entered an order (the “Confirmation Order”) which confirmed the First Amended Prepackaged Plan of Reorganization of the Debtors Pursuant to Chapter 11 of the Bankruptcy Code (the “Plan”). On July 9, 2014, the Debtors completed their financial restructuring and emerged from Chapter 11 through a series of transactions contemplated by the Plan, and the Plan became effective pursuant to its terms. Refer to Note 7 — Debt — for a discussion of the potential effects of a change of control and the Genco bankruptcy case under the covenants of the Company’s credit facilities and the Management Agreement.

 

On April 7, 2015, the Company entered into a definitive merger agreement with Genco under which Genco will acquire the Company in a stock-for-stock transaction.  Under the terms of the agreement, the Company will become an indirect wholly-owned subsidiary of Genco, and the Company’s shareholders (other than Genco and its subsidiaries) will receive 0.216 shares of Genco common stock for each share of the Company’s common stock they own at closing, with fractional shares to be settled in cash.  Upon consummation of the transaction, Genco shareholders are expected to own approximately 84.5% of the combined company, and the Company’s shareholders (other than Genco and its subsidiaries) are expected to own approximately 15.5% of the combined company.  Shares of the Company’s Class B stock (all of which are owned by Genco) will be canceled in the merger.

 

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The Boards of Directors of both Genco and the Company established independent special committees to review the transaction and negotiate the terms on behalf of their respective companies.  Both independent special committees unanimously approved the transaction.  The Boards of Directors of both companies approved the merger by unanimous vote of directors present and voting, with Peter C. Georgiopoulos, Chairman of the Board of each company, recused for the vote.  Approval of the merger is subject to a vote of shareholders of both the Company and Genco.  The merger is also subject to consents under the Company’s existing credit facilities from its lenders.

 

Additionally, on April 7, 2015, the Company entered into an agreement (the “Stock Purchase Agreement”) under which Genco  acquired all of the shares of two single-purpose entities that were wholly owned by the Company, each of which owns one Capesize drybulk vessel, for an aggregate purchase price of $68,500, subject to reduction for $40,563 of outstanding first-mortgage debt of such single-purpose entities that is to be guaranteed by Genco and an adjustment for the difference between such single-purpose entities’ current assets and total liabilities as of the closing date.  At March 31, 2015, the Company determined that the sale of the Baltic Lion and Baltic Tiger were more likely than not based on Baltic Trading’s expressed consideration to divest of those vessels to increase its liquidity position and strengthen its balance sheet.  Through the transactions, which closed on April 8, 2015, Genco acquired the vessels known as the Baltic Lion and the Baltic Tiger. The independent special committees of both companies’ Boards of Directors reviewed and approved this transaction.

 

2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Principles of consolidation

 

The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), which include the accounts of Baltic Trading and its wholly-owned ship-owning subsidiaries.  All intercompany accounts and transactions have been eliminated in consolidation.

 

Basis of presentation

 

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial information and the rules and regulation of the Securities and Exchange Commission (the “SEC”).  In the opinion of management of the Company, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and operating results have been included in the statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted.  These condensed consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014, as amended (the “2014 10-K”).  The results of operations for the three month periods ended March 31, 2015 and 2014 are not necessarily indicative of the operating results for the full year.

 

Vessels, net

 

Vessels, net is stated at cost less accumulated depreciation. Included in vessel costs are acquisition costs directly attributable to the acquisition of a vessel and expenditures made to prepare the vessel for its initial voyage. The Company also capitalizes interest costs for a vessel under construction as a cost which is directly attributable to the acquisition of a vessel. Vessels are depreciated on a straight-line basis over their estimated useful lives, determined to be 25 years from the date of initial delivery from the shipyard. Depreciation expense for vessels for the three months ended March 31, 2015 and 2014 was $5,441 and $5,067, respectively.

 

Depreciation expense is calculated based on cost less the estimated residual scrap value. The costs of significant replacements, renewals and betterments are capitalized and depreciated over the shorter of the vessel’s remaining estimated useful life or the estimated life of the renewal or betterment. The undepreciated cost of any asset component being replaced that was acquired after the initial vessel purchase is written off as a component of vessel operating expense. Expenditures for routine maintenance and repairs are expensed as incurred. Scrap value is estimated by the Company by taking the cost of steel times the weight of the ship noted in lightweight tons (lwt). Effective July 9, 2014, upon Genco’s emergence from bankruptcy, the Company increased the estimated scrap value of the vessels from $245 per lwt to $310 per lwt prospectively based on the 15-year average scrap value of steel. The change in the estimated scrap value will result in a decrease in depreciation expense over the remaining life of the vessel assets. During the three months ended March 31, 2015, the increase in the estimated scrap value resulted in a decrease in depreciation expense of $142. The decrease in depreciation expense did not result in a change to the basic and diluted net loss per share during the three months ended March 31, 2015.

 

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Income taxes

 

The Company is incorporated in the Marshall Islands.  Pursuant to the income tax laws of the Marshall Islands, the Company is not subject to Marshall Islands income tax.  During the three months ended March 31, 2015 and 2014, the Company had United States operations that resulted in United States source income of $587 and $284, respectively.  The Company’s estimated United States income tax expense for three months ended March 31, 2015 and 2014 was $23 and $12, respectively.

 

Deferred revenue

 

Deferred revenue primarily relates to cash received from charterers prior to it being earned. These amounts are recognized as income when earned. Additionally, deferred revenue includes estimated customer claims mainly due to time charter performance issues. As of March 31, 2015 and December 31, 2014, the Company had an accrual of $28 and $70, respectively, related to these estimated customer claims.

 

Voyage expense recognition

 

In spot market-related time charters, short-term time charters and pool agreements, operating costs including crews, maintenance and insurance are typically paid by the owner of the vessel and specified voyage costs such as fuel and port charges are paid by the charterer. There are certain other non-specified voyage expenses, such as commissions, which are typically borne by the Company. At the inception of a time charter, the Company records the difference between the cost of bunker fuel delivered by the terminating charterer and the bunker fuel sold to the new charterer as a gain or loss within voyage expenses. These differences in bunkers resulted in net losses of ($118) and ($28) during the three months ended March 31, 2015 and 2014, respectively.  Additionally, voyage expenses include the cost of bunkers consumed during short-term time charters pursuant to the terms of the time charter agreements.

 

Impairment of vessel assets

 

During the three months ended March 31, 2015, the Company recorded $30,730 related to the impairment of vessel assets in accordance with Accounting Standards Codification (“ASC”) 360 “Property, Plant and Equipment” (“ASC 360”).  At March 31, 2015, the Company determined that the sale of the Baltic Lion and Baltic Tiger were more likely than not based on Baltic Trading’s expressed consideration to divest of those vessels to increase its liquidity position and strengthen our balance sheet.  Therefore, the time utilized to determine the recoverability of the carrying value of the vessel assets was significantly reduced, and after determining that the sum of the estimated undiscounted future cash flows attributable to the Baltic Lion and Baltic Tiger would not exceed the carrying value of the respective vessels, the Company reduced the carrying value of each vessel to its estimated fair value, which was determined primarily based on appraisals and third-party broker quotes.  Subsequent to March 31, 2015, the Baltic Lion and Baltic Tiger entities were sold to Genco.  Refer to Note 1 — General Information for details pertaining to the sale of these entities.

 

3 - CASH FLOW INFORMATION

 

For the three months ended March 31, 2015, the Company had non-cash investing activities not included in the Condensed Consolidated Statement of Cash Flows for items included in Accounts payable and accrued expenses of $319 for the Purchase of vessels, including deposits.  For the three months ended March 31, 2015, the Company had non-cash financing activities not included in the Condensed Consolidated Statement of Cash Flows for items included in Accounts payable and accrued expenses of $221 for the Payment of deferred financing costs.  For the three months ended March 31, 2015, the Company also had non-cash investing activities not included in the Condensed Consolidated Statement of Cash Flows for items included in Due to Parent of $280 for the Purchase of vessels, including deposits.

 

For the three months ended March 31, 2014, the Company had non-cash investing activities not included in the Condensed Consolidated Statement of Cash Flows for items included in Accounts payable and accrued expenses of $213 for the Purchase of vessels, including deposits and $63 for the Purchase of fixed assets.  For the three months ended March 31, 2014, the Company had non-cash financing activities not included in the Condensed Consolidated Statement of Cash Flows for items included in Accounts payable and accrued expenses of $4 for the Payment of deferred financing costs and $5 for the Payment of common stock issuance costs.  For the three months ended March 31, 2014, the Company also had non-cash investing activities not included in the Condensed Consolidated Statement of Cash Flows for items included in Due to Parent of $20 for the Purchase of vessels, including deposits.

 

During the three months ended March 31, 2015, the Company made a reclassification of $9,208 from Deposits on vessels to Vessels, net of accumulated depreciation, due to the completion of the purchase of Baltic Wasp. No such reclassifications were made during the three months ended March 31, 2014.

 

During the three months ended March 31, 2014, the Company made a reclassification of $675 from fixed assets to vessel assets for items that should be capitalized and depreciated over the remaining life of the respective vessels.

 

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During the three months ended March 31, 2015 and 2014, cash paid for interest, net of amount capitalized, was $986 and $1,328, respectively.

 

During the three months ended March 31, 2015 and 2014, there was no cash paid for estimated income taxes.

 

4 — VESSEL ACQUISITIONS

 

On November 13, 2013, the Company entered into agreements to purchase up to four 64,000 dwt Ultramax newbuilding drybulk vessels from Yangfan Group Co., Ltd. for a purchase price of $28,000 per vessel, or up to $112,000 in the aggregate. The Company agreed to purchase two such vessels, to be renamed the Baltic Hornet and Baltic Wasp, and obtained an option to purchase up to two additional such vessels for the same purchase price, which the Company exercised on January 8, 2014. These vessels are to be renamed the Baltic Mantis and the Baltic Scorpion. The purchases are subject to completion of customary additional documentation and closing conditions. The first of these vessels, the Baltic Hornet, was delivered on October 29, 2014.  The Baltic Wasp was delivered on January 2, 2015.  The Baltic Scorpion and the Baltic Mantis are expected to be delivered to the Company during the second and third quarters of 2015, respectively. As of March 31, 2015 and December 31, 2014, deposits on vessels were $17,862 and $23,733, respectively, related to these newbuilding vessels. The Company intends to use a combination of cash on hand, future cash flow from operations as well as debt or equity financing, including the $148 Million Credit Facility as described in Note 7 — Debt, to fully finance the acquisition of the two Ultramax newbuilding drybulk vessels.  On December 30, 2014, the Company paid $19,645 for the final payment due for the Baltic Wasp which was classified as noncurrent Restricted Cash in the Condensed Consolidated Balance Sheet as of December 31, 2014 as the payment was held in an escrow account and was released to the seller when the vessel was delivered to the Company on January 2, 2015.

 

Capitalized interest expense associated with newbuilding contracts for the three months ended March 31, 2015 and 2014 was $124 and $98, respectively.

 

Refer to Note 1 — General Information for a listing of the vessel delivery dates for the vessels in the Company’s fleet and the estimated delivery dates for vessels that the Company has entered into agreements to purchase.

 

5 - NET LOSS PER COMMON AND CLASS B SHARE

 

The computation of net loss per share of common stock and Class B shares is in accordance with ASC 260 — “Earnings Per Share” (“ASC 260”), using the two-class method.  Under these provisions, basic net loss per share is computed using the weighted-average number of common shares and Class B shares outstanding during the year, except that it does not include nonvested stock awards subject to repurchase or cancellation.  Diluted net loss per share is computed using the weighted-average number of common shares and, if dilutive, potential common shares outstanding during the period.  Potential common shares consist of nonvested stock awards (see Note 14 — Nonvested Stock Awards) for the common shares, for which the assumed proceeds upon vesting are deemed to be the amount of compensation cost attributable to future services and not yet recognized using the treasury stock method, to the extent dilutive. Of the 1,941,844 nonvested shares outstanding at March 31, 2015 (see Note 14 — Nonvested Stock Awards), all are anti-dilutive.  The computation of the diluted net loss per share of common stock assumes the conversion of Class B shares, while the diluted net loss per share of Class B stock does not assume the conversion of those shares.

 

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The following table sets forth the computation of basic and diluted net loss per share of common stock and Class B stock:

 

 

 

For the Three Months Ended
March 31,
2015

 

 

 

Common

 

Class B

 

Basic net loss per share:

 

 

 

 

 

Numerator:

 

 

 

 

 

Allocation of loss

 

$

(37,618

)

$

(4,752

)

 

 

 

 

 

 

Denominator:

 

 

 

 

 

Weighted-average shares outstanding, basic

 

50,313,397

 

6,356,471

 

 

 

 

 

 

 

Basic net loss per share

 

$

(0.75

)

$

(0.75

)

 

 

 

 

 

 

Diluted net loss per share:

 

 

 

 

 

Numerator:

 

 

 

 

 

Allocation of loss

 

$

(37,618

)

$

(4,752

)

Reallocation of undistributed loss as a result of conversion of Class B to common shares

 

(4,752

)

 

Reallocation of dividends paid as a result of conversion of Class B to common shares

 

 

 

Allocation of loss

 

$

(42,370

)

$

(4,752

)

 

 

 

 

 

 

Denominator:

 

 

 

 

 

Weighted-average shares outstanding used in basic computation

 

50,313,397

 

6,356,471

 

Add:

 

 

 

 

 

Conversion of Class B to common shares

 

6,356,471

 

 

 

 

 

 

 

 

Weighted-average shares outstanding, diluted

 

56,669,868

 

6,356,471

 

 

 

 

 

 

 

Diluted net loss per share

 

$

(0.75

)

$

(0.75

)

 

 

 

For the Three Months Ended
March 31,
2014

 

 

 

Common

 

Class B

 

Basic net loss per share:

 

 

 

 

 

Numerator:

 

 

 

 

 

Allocation of loss

 

$

(3,133

)

$

(400

)

 

 

 

 

 

 

Denominator:

 

 

 

 

 

Weighted-average shares outstanding, basic

 

49,809,473

 

6,356,471

 

 

 

 

 

 

 

Basic net loss per share

 

$

(0.06

)

$

(0.06

)

 

 

 

 

 

 

Diluted net loss per share:

 

 

 

 

 

Numerator:

 

 

 

 

 

Allocation of loss

 

$

(3,133

)

$

(400

)

Reallocation of undistributed loss as a result of conversion of Class B to common shares

 

(591

)

 

Reallocation of dividends paid as a result of conversion of Class B to common shares

 

191

 

 

Allocation of loss

 

$

(3,533

)

$

(400

)

 

 

 

 

 

 

Denominator:

 

 

 

 

 

Weighted-average shares outstanding used in basic computation

 

49,809,473

 

6,356,471

 

Add:

 

 

 

 

 

Conversion of Class B to common shares

 

6,356,471

 

 

 

 

 

 

 

 

Weighted-average shares outstanding, diluted

 

56,165,944

 

6,356,471

 

 

 

 

 

 

 

Diluted net loss per share

 

$

(0.06

)

$

(0.06

)

 

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6 - RELATED PARTY TRANSACTIONS

 

The following include related party transactions not disclosed elsewhere in these condensed consolidated financial statements.  Due to Parent, Voyage expenses to Parent and Management fees to Parent have been disclosed above in these condensed consolidated financial statements.

 

During the three months ended March 31, 2015 and 2014, the Company incurred legal services aggregating $7 and $3, respectively, from Constantine Georgiopoulos, the father of Peter C. Georgiopoulos, Chairman of the Board.  At March 31, 2015 and December 31, 2014, $1 and $8, respectively, was outstanding to Constantine Georgiopoulos.

 

During 2010, the Company entered into an agreement with Aegean Marine Petroleum Network, Inc. (“Aegean”) to purchase lubricating oils for certain vessels in the Company’s fleet.  Peter C. Georgiopoulos, Chairman of the Board of the Company, is also the Chairman of the Board of Aegean.  During the three months ended March 31, 2015 and 2014, Aegean supplied lubricating oils to the Company’s vessels aggregating $219 and $268, respectively.  At March 31, 2015 and December 31, 2014, $129 and $113 remained outstanding to Aegean, respectively.

 

The Company receives internal audit services from an employee of Genco, the Company’s Parent.  For the three months ended March 31, 2015 and 2014, the Company incurred internal audit service fees of $8 and $7, respectively, which are reimbursable to Genco pursuant to the Management Agreement (Refer to Note 16 — Commitments and Contingencies for further information regarding the Management Agreement).  At March 31, 2015 and December 31, 2014, the amount due to Genco from the Company was $32 and $23, respectively, for such services and is included in due to Parent.

 

During the three months ended March 31, 2015, the Company incurred costs of $23 on Genco’s behalf which are to be reimbursed by Genco pursuant to the Management Agreement.  During the three months ended March 31, 2014, Genco incurred costs of $71 on the Company’s behalf to be reimbursed to Genco pursuant to the Management Agreement.  At March 31, 2015 and December 31, 2014, the amount due from Genco to the Company was $42 and $19, respectively, and is included in Due to Parent.

 

Genco also provides the Company with commercial, technical, administrative and strategic services pursuant to the Management Agreement.  During the three months ended March 31, 2015 and 2014, the Company incurred costs of $1,379 and $1,045, respectively, pursuant to the Management Agreement.  At March 31, 2015, the amount due to Genco of $1,522 consisted of commercial service fees, management fees and sales and purchase fees for the purchase of the Baltic Wasp and is included in Due to Parent.  At December 31, 2014, the amount due to Genco of $143 consisted of commercial service fees and is included in Due to Parent.

 

7 - DEBT

 

Long-term debt consists of the following:

 

 

 

March 31,
2015

 

December 31,
2014

 

 

 

 

 

 

 

2010 Credit Facility

 

$

 

$

102,250

 

$148 Million Credit Facility

 

115,000

 

 

$22 Million Term Loan Facility

 

19,750

 

20,125

 

$44 Million Term Loan Facility

 

40,563

 

41,250

 

2014 Term Loan Facilities

 

33,150

 

33,150

 

Less: Current portion

 

(16,800

)

(6,331

)

 

 

 

 

 

 

Long-term debt

 

$

191,663

 

$

190,444

 

 

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2010 Credit Facility

 

On April 16, 2010, the Company entered into a $100,000 senior secured revolving credit facility with Nordea Bank Finland plc, acting through its New York branch (as amended, the “2010 Credit Facility”).  An amendment to the 2010 Credit Facility was entered into by the Company effective November 30, 2010.  Among other things, this amendment increased the commitment amount of the 2010 Credit Facility from $100,000 to $150,000. An additional amendment to the 2010 Credit Facility was entered into by the Company effective August 29, 2013 (the “August 2013 Amendment”).  Among other things, the August 2013 Amendment implements the following modifications to the 2010 Credit Facility:

 

·                  The requirement that certain additional vessels acquired by the Company be mortgaged as collateral under the 2010 Credit Facility was eliminated.

 

·                  Restrictions on the incurrence of indebtedness by the Company and its subsidiaries were amended to apply only to those subsidiaries acting as guarantors under the 2010 Credit Facility.

 

·                  The total commitment under this facility was reduced to $110,000 and will be further reduced in three consecutive semi-annual reductions of $5,000 commencing on May 30, 2015.

 

·                  Borrowings bear interest at an applicable margin over LIBOR of 3.00% per annum if the ratio of the maximum facility amount of the aggregate appraised value of vessels mortgaged under the facility is 55% or less, measured quarterly; otherwise, the applicable margin is 3.35% per annum.

 

·                  Financial covenants corresponding to the liquidity and leverage under the $22 Million Term Loan Facility (as defined below) have been incorporated into the 2010 Credit Facility.

 

On December 31, 2014, the Company entered into the $148 Million Credit Facility, refer to “$148 Million Credit Facility” section below.  Borrowings under the $148 Million Credit Facility were used to refinance the Company’s indebtedness under the 2010 Credit Facility.  On January 7, 2015, the Company repaid the $102,250 outstanding under the 2010 Credit Facility with borrowings from the $148 Million Credit Facility.

 

$22 Million Term Loan Facility

 

On August 30, 2013, Baltic Hare Limited and Baltic Fox Limited, wholly-owned subsidiaries of the Company, entered into a secured loan agreement with DVB Bank SE for a term loan facility of up to $22,000 (the “$22 Million Term Loan Facility”).  Amounts borrowed and repaid under the $22 Million Term Loan Facility may not be reborrowed.  This facility has a maturity date of the sixth anniversary of the drawdown date for borrowings for the second vessel to be purchased, or September 4, 2019.  Borrowings under the $22 Million Term Loan Facility bear interest at the three-month LIBOR rate plus an applicable margin of 3.35% per annum. A commitment fee of 1.00% per annum is payable on the unused daily portion of the credit facility, which began accruing on August 30, 2013 and ended on September 4, 2013, the date which the entire $22,000 was borrowed.  Borrowings are to be repaid in 23 quarterly installments of $375 each commencing three months after the last vessel delivery date, or December 4, 2013, and a final payment of $13,375 due on the maturity date.

 

Borrowings under the $22 Million Term Loan Facility are secured by liens on the Company’s vessels purchased with borrowings under the facility, namely the Baltic Fox and the Baltic Hare, and other related assets.  Under a Guarantee and Indemnity entered into concurrently with the $22 Million Term Loan Facility, the Company agreed to guarantee the obligations of its subsidiaries under the $22 Million Term Loan Facility.

 

On September 4, 2013, Baltic Hare Limited and Baltic Fox Limited made drawdowns of $10,730 and $11,270 for the Baltic Hare and the Baltic Fox, respectively.  As of March 31, 2015, the Company has utilized its maximum borrowing capacity of $22,000 and there was no further availability.  At March 31, 2015 and December 31, 2014, the total outstanding debt balance was $19,750 and $20,125, respectively, as required repayments began on December 4, 2013.

 

As of March 31, 2015, the Company believes it is in compliance with all of the financial covenants under the $22 Million Term Loan Facility.

 

The following table sets forth the repayment of the outstanding debt of $19,750 at March 31, 2015 under the $22 Million Term Loan Facility:

 

Period Ending December 31,

 

Total

 

 

 

 

 

2015 (April 1, 2015 — December 31, 2015)

 

$

1,125

 

2016

 

1,500

 

2017

 

1,500

 

2018

 

1,500

 

2019

 

14,125

 

 

 

 

 

Total debt

 

$

19,750

 

 

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Table of Contents

 

$44 Million Term Loan Facility

 

On December 3, 2013, Baltic Tiger Limited and Baltic Lion Limited, wholly-owned subsidiaries of the Company, entered into a secured loan agreement with DVB Bank SE for a term loan facility of up to $44,000 (the “$44 Million Term Loan Facility”). Amounts borrowed and repaid under the $44 Million Term Loan Facility may not be reborrowed.  The $44 Million Term Loan Facility has a maturity date of the sixth anniversary of the drawdown date for borrowings for the second vessel to be purchased, or December 23, 2019.  Borrowings under the $44 Million Term Loan Facility bear interest at the three-month LIBOR rate plus an applicable margin of 3.35% per annum. A commitment fee of 0.75% per annum is payable on the unused daily portion of the credit facility, which began accruing on December 3, 2013 and ended on December 23, 2013, the date which the entire $44,000 was borrowed.  Borrowings are to be repaid in 23 quarterly installments of $688 each commencing three months after the last drawdown date, or March 24, 2014, and a final payment of $28,188 due on the maturity date.

 

Borrowings under the $44 Million Term Loan Facility are to be secured by liens on the Company’s vessels to be financed or refinanced with borrowings under the facility, namely the Baltic Tiger and the Baltic Lion, and other related assets. Upon the prepayment of $18,000 plus any additional amounts necessary to maintain compliance with the collateral maintenance covenant, the Company may have the lien on the Baltic Tiger released. Under a Guarantee and Indemnity entered into concurrently with the $44 Million Term Loan Facility, the Company agreed to guarantee the obligations of its subsidiaries under the $44 Million Term Loan Facility.

 

On December 23, 2013, Baltic Tiger Limited and Baltic Lion Limited made two drawdowns of $21,400 and $22,600 for the Baltic Tiger and Baltic Lion, respectively.  As of March 31, 2015, the Company has utilized its maximum borrowing capacity of $44,000 and there was no further availability.  At March 31, 2015 and December 31, 2014, the total outstanding debt balance was $40,563 and $41,250, respectively.

 

As of March 31, 2015, the Company believes it is in compliance with all of the financial covenants under the $44 Million Term Loan Facility.

 

The following table sets forth the repayment of the outstanding debt of $40,563 at March 31, 2015 under the $44 Million Term Loan Facility:

 

Period Ending December 31,

 

Total

 

 

 

 

 

2015 (April 1, 2015 — December 31, 2015)

 

$

2,063

 

2016

 

2,750

 

2017

 

2,750

 

2018

 

2,750

 

2019

 

30,250

 

 

 

 

 

Total debt

 

$

40,563

 

 

On April 8, 2015, Genco acquired the entities owning the Baltic Lion and Baltic Tiger and succeeded the Company as the guarantor of the outstanding debt under the $44 Million Term Loan Facility.  Refer to Note 1 — General Information for further information regarding the sale of these entities to Genco.

 

2014 Term Loan Facilities

 

On October 8, 2014, the Company and its wholly-owned subsidiaries, Baltic Hornet Limited and Baltic Wasp Limited, each entered into a loan agreement and related documentation for a credit facility in a principal amount of up to $16,800 with ABN AMRO

Capital USA LLC and its affiliates (the “2014 Term Loan Facilities”) to partially finance the newbuilding Ultramax vessel that each subsidiary is to acquire, namely the Baltic Hornet and Baltic Wasp, respectively. Amounts borrowed under the 2014 Term Loan

 

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Facilities may not be reborrowed. The 2014 Term Loan Facilities have a ten-year term and the facility amount is to be the lowest of 60% of the delivered cost per vessel, $16,800 per vessel, and 60% of the fair market value of each vessel at delivery. The 2014 Term

Loan Facilities are to be insured by the China Export & Credit Insurance Corporation (Sinosure) in order to cover political and commercial risks for 95% of the outstanding principal plus interest, which will be recorded in deferred financing fees. Borrowings under the 2014 Term Loan Facilities bear interest at the three or six-month LIBOR rate plus an applicable margin of 2.50% per annum. Borrowings are to be repaid in 20 equal consecutive semi-annual installments of 1/24 of the facility amount plus a balloon payment of 1/6 of the facility amount at final maturity. Principal repayments will commence six months after the actual delivery date for a vessel.

 

Borrowings under the 2014 Term Loan Facilities are to be secured by liens on the Company’s vessels acquired with borrowings under these facilities, namely the Baltic Hornet and Baltic Wasp, and other related assets. The Company is to guarantee the obligations of the Baltic Hornet and Baltic Wasp under the 2014 Term Loan Facilities.

 

On October 24, 2014, the Company drew down $16,800 for the purchase of the Baltic Hornet, which was delivered on October 29, 2014.  Additionally, on December 30, 2014, the Company drew down $16,350 for the purchase of the Baltic Wasp, which was delivered on January 2, 2015.  As of March 31, 2015, the Company has utilized its maximum borrowing capacity and there was no further availability.  At March 31, 2015 and December 31, 2014, the total outstanding debt balance was $33,150 and $33,150, respectively.

 

As of March 31, 2015, the Company believes it is in compliance with all of the financial covenants under the 2014 Term Loan Facilities.

 

The following table sets forth the repayment of the outstanding debt of $33,150 at March 31, 2015 under the 2014 Term Loan Facilities:

 

Year Ending December 31,

 

Total

 

 

 

 

 

2015 (April 1, 2015 — December 31, 2015)

 

$

2,081

 

2016

 

2,763

 

2017

 

2,763

 

2018

 

2,763

 

2019

 

2,763

 

Thereafter

 

20,017

 

 

 

 

 

Total debt

 

$

33,150

 

 

$148 Million Credit Facility

 

On December 31, 2014, the Company entered into a $148,000 senior secured credit facility with Nordea Bank Finland plc, New York Branch (“Nordea”), as Administrative and Security Agent, Nordea and Skandinaviska Enskilda Banken AB (Publ) (“SEB”), as Mandated Lead Arrangers, Nordea, as Bookrunner, and the lenders (including Nordea and SEB) party thereto (the “$148 Million Credit Facility”).  The $148 Million Credit Facility is comprised of an $115,000 revolving credit facility and $33,000 term loan facility.  Borrowings under the revolving credit facility were used to refinance the Company’s outstanding indebtedness under the 2010 Credit Facility.  Amounts borrowed under the revolving credit facility of the $148 Million Credit Facility may be re-borrowed.  Borrowings under the term loan facility of the $148 Million Credit Facility may be incurred pursuant to two single term loans in an amount of $16,500 each that will be used to finance, in part, the purchase of two newbuilding Ultramax vessels that the Company has agreed to acquire, namely the Baltic Scorpion and Baltic Mantis.  Amounts borrowed under the term loan facility of the $148 Million Credit Facility may not be re-borrowed.

 

The $148 Million Credit Facility has a maturity date of December 31, 2019.  Borrowings under this facility bear interest at LIBOR plus an applicable margin of 3.00% per annum.  A commitment fee of 1.2% per annum is payable on the unused daily portion of the $148 Million Credit Facility, which began accruing on December 31, 2014.  The commitment under the revolving credit facility of the $148 Million Credit Facility is subject to equal consecutive quarterly reductions of $2,447 each beginning June 30, 2015 through September 30, 2019.  Borrowings under the term loan facility of the $148 Million Term Loan Facility are subject to equal consecutive quarterly installment repayments commencing three months after delivery of the relevant newbuilding Ultramax vessel, each in the amount of 1/60 of the aggregate outstanding term loan.  All remaining amounts outstanding under the $148 Million Credit Facility must be repaid in full on the maturity date, December 31, 2019.

 

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Borrowings under the $148 Million Credit Facility are to be secured by liens on nine of the Company’s existing vessels that have served as collateral under the 2010 Credit Facility, the two newbuilding Ultramax vessels noted above, and other related assets, including existing or future time charter contracts in excess of 36 months related to the foregoing vessels.

 

The $148 Million Credit Facility requires the Company to comply with a number of customary covenants substantially similar to those in the 2010 Credit Facility, including financial covenants related to liquidity, leverage, consolidated net worth and collateral maintenance.

 

As of March 31, 2015, $33,000 remained available under the $148 Million Credit Facility which represents the $33,000 term loan facility.

 

On January 7, 2015, the Company drew down $104,500 from the revolving credit facility of the $148 Million Credit Facility.  Using these borrowings, the Company repaid the $102,250 outstanding under the 2010 Credit Facility.  Additionally, on February 27, 2015, Baltic Trading drew down $10,500 from the revolving credit facility of the $148 Million Credit Facility.  Therefore, as of March 31, 2015, there was no remaining availability under the revolving credit facility of the $148 Million Credit Facility.

 

As of March 31, 2015, the Company believes it is in compliance with all of the financial covenants under the $148 Million Credit Facility.

 

The following table sets forth the repayment of the outstanding debt of $115,000 at March 31, 2015 under the $148 Million Credit Facility:

 

Period Ending December 31,

 

Total

 

 

 

 

 

2015 (April 1, 2015 — December 31, 2015)

 

$

7,341

 

2016

 

9,787

 

2017

 

9,787

 

2018

 

9,787

 

2019

 

78,298

 

 

 

 

 

Total debt

 

$

115,000

 

 

Change of Control

 

If Genco’s ownership in the Company were to decrease to less than 10% of the aggregate number of shares of common stock and Class B Stock, the outstanding Class B Stock held by Genco would automatically convert into common stock, and the voting power held by Genco in the Company would decrease to less than 30%. This would result in a change of control as defined under the Compay’s $148 Million Credit Facility, $22 Million Term Loan Facility, $44 Million Term Loan Facility, and 2014 Term Loan Facilities, and would therefore constitute an event of default. Additionally, a change of control constituting an event of default under the Company’s credit facilities would also occur if any party or group other than Genco or certain other permitted holders beneficially owns more than 30% of the Company’s outstanding voting or economic equity interests, which may occur if a party or group were deemed to control Genco. Refer to Note 1 — General Information for discussion of Genco’s current economic status. The Prepack Plan did not result, and the Company does not expect the Prepack Plan to result, in a reduction of Genco’s ownership in Baltic Trading. As of the date of this report, no change of control under either of the foregoing tests has occurred. In addition, the Company has the right to terminate the Management Agreement upon the occurrence of certain events, including a Manager Change of Control (as defined in the Management Agreement), without making a termination payment. Some of these have occurred as a result of the transactions contemplated by the Prepack Plan, including the consummation of any transaction that results in (i) any “person” (as such term is used in Section 13(d)(3) of the Securities Exchange Act of 1934), other than Peter Georgiopoulos or any of his affiliates, becoming the beneficial owner of 25% of Genco’s voting securities or (ii) Genco’s stock ceasing to be traded on the New York Stock Exchange or any other internationally recognized stock exchange. Therefore, the Company may have the right to terminate the Management Agreement, although the Company may be prevented or delayed from doing so because of the effect of applicable bankruptcy law, including the automatic stay provisions of the United States Bankruptcy Code and the provisions of the Prepack Plan and the Confirmation Order. The Prepack Plan did not result in any changes to the Management Agreement, however, it is anticipated that the Management Agreement will be terminated following consummation of the transactions contemplated by the Company’s definitive merger agreement with Genco.

 

On April 7, 2015, the Company entered into a definitive merger agreement with Genco.  Refer to Note 1 — General Information.

 

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Interest rates

 

The following table sets forth the effective interest rate associated with the interest expense for the 2010 Credit Facility, $148 Million Credit Facility, $22 Million Term Loan Facility, $44 Million Term Loan Facility and the 2014 Term Loan Facilities, excluding the cost associated with unused commitment fees.  Additionally, it includes the range of interest rates on the debt, excluding the impact of unused commitment fees:

 

 

 

Three Months Ended March 31,

 

 

 

2015

 

2014

 

Effective Interest Rate (excluding impact of unused commitment fees)

 

3.28%

 

3.33%

 

Range of Interest Rates (excluding impact of unused commitment fees)

 

2.73% to 3.62%

 

3.15% to 3.60%

 

 

8 - FAIR VALUE OF FINANCIAL INSTRUMENTS

 

The estimated fair values and carrying values of the Company’s financial instruments at March 31, 2015 and December 31, 2014 which are required to be disclosed at fair value, but not recorded at fair value, are as follows:

 

 

 

March 31, 2015

 

December 31, 2014

 

 

 

Carrying
Value

 

Fair Value

 

Carrying
Value

 

Fair Value

 

Cash and cash equivalents

 

$

15,051

 

$

15,051

 

$

9,929

 

$

9,929

 

Restricted cash

 

 

 

19,645

 

19,645

 

Floating rate debt

 

208,463

 

208,463

 

196,775

 

196,775

 

 

The 2010 Credit Facility was refinanced by the $148 Million Credit Facility, which was entered into on December 31, 2014.  On January 7, 2015, the Company settled the outstanding debt under the 2010 Credit Facility with proceeds from the $148 Million Credit Facility, therefore Management believes the floating rate debt outstanding under the $148 Million Credit Facility and the 2010 Credit Facility as of March 31, 2015 and December 31, 2014, respectively, approximates its fair value as of those dates.  The fair value of floating rate debt under the $22 Million Term Loan Facility and the $44 Million Term Loan Facility is based on rates that the Company has recently obtained upon the effective dates of these facilities on August 30, 2013 and December 3, 2013, respectively. Lastly, the fair value of the floating rate debt outstanding under the 2014 Term Loan Facilities is based on rates that the Company has recently obtained upon the effective date of these facilities on October 8, 2014.  Refer to Note 7 — Debt for further information.  Additionally, the Company considers its creditworthiness in determining the fair value of the floating rate debt under its credit facilities.  The carrying values approximate the fair market value for these floating rate loans.  The carrying amounts of the Company’s other financial instruments at March 31, 2015 and December 31, 2014 (principally Due from charterers and Accounts payable and accrued expenses) approximate their fair values because of the relatively short maturity of these instruments.

 

ASC Subtopic 820-10, “Fair Value Measurements & Disclosures” (“ASC 820-10”), applies to all assets and liabilities that are being measured and reported on a fair value basis.  This guidance enables the reader of the financial statements to assess the inputs used to develop those measurements by establishing a hierarchy for ranking the quality and reliability of the information used to determine fair values.   The fair value framework requires the categorization of assets and liabilities into three levels based upon the assumptions (inputs) used to price the assets or liabilities. Level 1 provides the most reliable measure of fair value, whereas Level 3 generally requires significant management judgment. The three levels are defined as follows:

 

·                                Level 1—Valuations based on quoted prices in active markets for identical instruments that the Company is able to access.  Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these instruments does not entail a significant degree of judgment.

 

·                                Level 2—Valuations based on quoted prices in active markets for instruments that are similar, or quoted prices in markets that are not active for identical or similar instruments, and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets.

 

·                                Level 3—Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

 

Cash and cash equivalents and restricted cash are considered Level 1 items as they represent liquid assets with short-term maturities.  Floating rate debt is considered to be a Level 2 item as the Company considers the estimate of rates it could obtain for similar debt.  The Company did not have any Level 3 financial assets or liabilities as of March 31, 2015 and December 31, 2014.

 

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9 - PREPAID EXPENSES AND OTHER CURRENT ASSETS

 

Prepaid expenses and other current assets consist of the following:

 

 

 

March 31,
2015

 

December 31,
2014

 

Lubricant inventory, fuel oil and diesel oil inventory and other stores

 

$

2,792

 

$

2,530

 

Prepaid items

 

1,037

 

1,068

 

Insurance receivable

 

227

 

217

 

Other

 

1,704

 

1,691

 

Total

 

$

5,760

 

$

5,506

 

 

10 - DEFERRED FINANCING COSTS

 

Deferred financing costs include fees, commissions and legal expenses associated with securing loan facilities and amending existing loan facilities.  These costs are amortized over the life of the related debt and are included as a component of interest expense in the Condensed Consolidated Statements of Operations.  At March 31, 2015 and December 31, 2014, the Company had deferred financing fees associated with the $148 Million Credit Facility, the $22 Million Term Loan Facility, the $44 Million Term Loan Facility and the 2014 Term Loan Facilities.  Borrowings under the $148 Million Credit Facility were used to refinance the Company’s outstanding indebtedness under the 2010 Credit Facility.  As such, on December 31, 2014, the net unamortized deferred financing costs associated with the 2010 Credit Facility were being amortized over the life of the $148 Million Credit Facility.  (Refer to Note 7 — Debt)

 

Total net deferred financing costs consist of the following as of March 31, 2015 and December 31, 2014:

 

 

 

March 31,
2015

 

December 31,
2014

 

$148 Million Credit Facility

 

$

3,456

 

$

3,233

 

$22 Million Term Loan Facility

 

544

 

529

 

$44 Million Term Loan Facility

 

758

 

758

 

2014 Term Loan Facilities

 

1,866

 

1,853

 

Total deferred financing costs

 

6,624

 

6,373

 

Less: accumulated amortization

 

561

 

295

 

Total

 

$

6,063

 

$

6,078

 

 

Amortization expense of deferred financing costs for the three months ended March 31, 2015 and 2014 was $266 and $188, respectively.

 

11 - ACCOUNTS PAYABLE AND ACCRUED EXPENSES

 

Accounts payable and accrued expenses consist of the following:

 

 

 

March 31,
2015

 

December 31,
2014

 

Accounts payable

 

$

2,274

 

$

3,366

 

Accrued vessel operating expenses

 

2,777

 

2,395

 

Accrued general and administrative expenses

 

1,803

 

555

 

 

 

 

 

 

 

Total

 

$

6,854

 

$

6,316

 

 

12 - FIXED ASSETS

 

Fixed assets consist of the following:

 

 

 

March 31,
2015

 

December 31,
2014

 

Fixed assets, at cost:

 

 

 

 

 

Computer equipment

 

$

54

 

$

54

 

Vessel equipment

 

132

 

132

 

Total cost

 

186

 

186

 

Less: accumulated depreciation

 

73

 

66

 

Total

 

$

113

 

$

120

 

 

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Depreciation expense for fixed assets for the three months ended March 31, 2015 and 2014 was $7 and $2, respectively.  Refer to Note 3 — Cash Flow Information for information regarding the reclassification from fixed assets to vessel assets during the three months ended March 31, 2014.

 

13 - REVENUE FROM TIME CHARTERS

 

Total revenue earned on spot market-related time charters, short-term time charters and in vessel pools, as well as the sale of bunkers consumed during short-term time charters, during the three months ended March 31, 2015 and 2014 was $6,911 and $13,091, respectively.   Future minimum time charter revenue attributable to the Baltic Jaguar and Baltic Leopard, which are committed to noncancelable short-term time charters as of April 27, 2015, is expected to be $261 for the remainder of 2015. Future minimum time charter revenue for the remaining vessels cannot be estimated as these vessels are currently on spot market-related time charters or in vessel pools, and future spot rates cannot be estimated. The spot market-related time charters, short-term time charters and pool arrangements that the Company’s vessels were employed on as of March 31, 2015 have estimated expiration dates that range from May 2015 to April 2016.

 

14 - NONVESTED STOCK AWARDS

 

On March 13, 2014, the Company’s Board of Directors approved an amendment to the Baltic Trading Limited 2010 Equity Incentive Plan (the “Plan”) that increased the aggregate number of shares of common stock available for awards from 2,000,000 to 6,000,000 shares.  Additionally, on April 9, 2014, at the Company’s 2014 Annual Meeting of Shareholders, the Company’s shareholders approved the amendment to the Plan.

 

The following table presents a summary of the Company’s restricted stock awards for the three months ended March 31, 2015:

 

 

 

Number of
Shares

 

Weighted
Average Grant
Date Price

 

Outstanding at January 1, 2015

 

1,941,844

 

$

3.80

 

Granted

 

 

 

Vested

 

 

 

Forfeited

 

 

 

 

 

 

 

 

 

Outstanding at March 31, 2015

 

1,941,844

 

$

3.80

 

 

The total fair value of shares that vested under the Plan during the three months ended March 31, 2015 and 2014 was $0 and $774, respectively.  The total fair value is calculated as the number of shares vested during the period multiplied by the fair value on the vesting date.

 

For the three months ended March 31, 2015 and 2014, the Company recognized nonvested stock amortization expense for the Plan, which is included in General, administrative and technical management fees, as follows:

 

 

 

Three Months Ended
March 31,

 

 

 

2015

 

2014

 

General, administrative and technical management fees

 

$

816

 

$

963

 

 

The Company is amortizing these grants over the applicable vesting periods, net of anticipated forfeitures.  As of March 31, 2015, unrecognized compensation cost of $4,457 related to nonvested stock will be recognized over a weighted-average period of 3.03 years.

 

15 - LEGAL PROCEEDINGS

 

From time to time, the Company may be subject to legal proceedings and claims in the ordinary course of its business, principally personal injury and property casualty claims. Such claims, even if lacking merit, could result in the expenditure of

 

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significant financial and managerial resources.  The Company is not aware of any legal proceedings or claims that it believes will have, individually or in the aggregate, a material effect on the Company, its financial condition, results of operations or cash flows.

 

In April 2015, six class action complaints were filed in the Supreme Court of the State of New York, County of New York, styled Erol Sarikaya v. Peter C. Georgiopoulos et al., Index No. 651244/2015, filed on April 15, 2015, voluntarily dismissed, and refiled as Joshua Bourne v. Peter C. Georgiopoulos et al., Index No. 651429/2015, filed on April 28, 2015, Justin Wilson v. Baltic Trading Ltd., et al., Index No. 651241/2015, filed on April 15, 2015, Sangeetha Ganesan v. Baltic Trading Limited et al., Index No. 651279/2015, filed on April 17, 2015, Edward Braunstein v. Peter C. Georgiopoulos et al., Index No. 651368/2015, filed on April 23, 2015, Larry Williams v. Baltic Trading Ltd., et al., Index No. 651371/2015, filed on April 23, 2015, and Larry Goldstein and Bernhard Stomporowski v. John C. Wobensmith et al., Index No. 651407/2015, filed on April 27, 2015. All six complaints purport to be brought by and on behalf of the Company’s shareholders. The plaintiff in each action alleges the proposed merger does not fairly compensate the Company’s shareholders and undervalues the Company. Each lawsuit names as defendants some or all of the Company, Genco, the individual members of the Company’s board, the Company’s and Genco’s President and Genco’s merger subsidiary. The claims generally allege (i) breaches of fiduciary duties of good faith, due care, disclosure to shareholders, and loyalty, including for failing to maximize shareholder value, and (ii) aiding and abetting those breaches. Among other relief, the complaints seek an injunction against the merger, declaratory judgments that the individual defendants breached fiduciary duties, rescission of the merger agreement, and unspecified damages. The Company does not believe that it is probable that the resolution of these matters will have a material financial reporting consequence.

 

16 - COMMITMENTS AND CONTINGENCIES

 

Genco, the Company’s parent, provides the Company with commercial, technical, administrative and strategic services necessary to support the Company’s business pursuant to the Company’s Management Agreement with Genco.  If the Company terminates the agreement without cause, or if Genco terminates the agreement for the Company’s material breach or the Company’s change of control, the Company must make a termination payment to Genco in a single lump sum within 30 days of the termination date.  The termination payment is generally calculated as five times the average annual management fees payable to Genco for the last five completed years of the term of the Management Agreement, or such lesser number of years as may have been completed at the time of termination.  As of March 31, 2015, the termination payment that would be due to Genco is approximately $21,551. Refer to Note 6 — Related Party Transactions for any costs incurred during the three months ended March 31, 2015 and 2014 pursuant to the Management Agreement.

 

On April 7, 2015, the company entered into a definitive merger agreement with Genco, refer to Note 1 — General Information for further information.

 

17 - SUBSEQUENT EVENTS

 

On April 7, 2015, the Company entered into a definitive merger agreement with Genco under which Genco will acquire the Company in a stock-for-stock transaction.  Refer to Note 1 — General information for further information regarding this agreement.

 

Additionally, on April 7, 2015, the Company entered into an agreement under which Genco acquired the Baltic Lion and Baltic Tiger entities.  This acquisition closed on April 8, 2015.  Refer to Note 1 — General information for further information regarding this agreement.

 

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ITEM 2.                     MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

This report contains forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements use words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” and other words and terms of similar meaning in connection with a discussion of potential future events, circumstances or future operating or financial performance.  These forward-looking statements are based on management’s current expectations and observations. Included among the factors that, in our view, could cause actual results to differ materially from the forward looking statements contained in this report are the following: (i) declines in demand or rates in the drybulk shipping industry; (ii) prolonged weakness in drybulk shipping rates; (iii) changes in the supply of or demand for drybulk products, generally or in particular regions; (iv) changes in the supply of drybulk carriers, including newbuilding of vessels or lower than anticipated scrapping of older vessels; (v) changes in rules and regulations applicable to the cargo industry, including, without limitation, legislation adopted by international organizations or by individual countries and actions taken by regulatory authorities; (vi) increases in costs and expenses including but not limited to: crew wages, insurance, provisions, lube oil, bunkers, repairs, maintenance and general, administrative and management fee expenses; (vii) whether our insurance arrangements are adequate; (viii) changes in general domestic and international political conditions; (ix) acts of war, terrorism, or piracy; (x) changes in the condition of our vessels or applicable maintenance or regulatory standards (which may affect, among other things, our anticipated drydocking or maintenance and repair costs) and unanticipated drydock expenditures; (xi) the amount of offhire time needed to complete repairs on vessels and the timing and amount of any reimbursement by our insurance carriers for insurance claims, including offhire days; (xii) our acquisition or disposition of vessels, (xiii) our ability to leverage Genco’s relationships in the shipping industry; (xiv) the completion of definitive documentation with respect to charters; (xv) charterers’ compliance with the terms of their charters in the current market environment; (xvi) the fulfillment of the closing conditions under, or the execution of additional documentation for, the Company’s agreements to acquire vessels; (xvii) obtaining, completion of definitive documentation for, and funding of financing for the vessel acquisitions on acceptable terms; and other factors listed from time to time in our filings with the Securities and Exchange Commission, including, without limitation, our Annual Report on Form 10-K for the year ended December 31, 2014, as amended, and subsequent reports on Form 8-K and Form 10-Q.  Our ability to pay dividends in any period will depend upon various factors, including the limitations under any credit agreements to which we may be a party to, applicable provisions of Marshall Islands law and the final determination by the Board of Directors each quarter after its review of our financial performance.  The timing and amount of dividends, if any, could also be affected by factors affecting cash flows, results of operations, required capital expenditures, or reserves.  As a result, the amount of dividends actually paid may vary.  We do not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

 

The following management’s discussion and analysis should be read in conjunction with our Condensed Consolidated Financial Statements and the related notes included in this Form 10-Q.

 

General

 

We are a New York City-based company incorporated in October 2009 in the Marshall Islands to conduct a shipping business focused on the drybulk industry spot market.  We were formed by Genco Shipping & Trading Limited (“Genco”), an international drybulk shipping company that also serves as our Manager.  Our fleet currently consists of two Capesize vessels, two Ultramax vessels, four Supramax vessels and five Handysize vessels with an aggregate carrying capacity of approximately 863,000 dwt and the average age of our fleet is currently 4.6 years, as compared to the average age for the world fleet of approximately 9 years for the drybulk shipping segments in which we compete. After the expected delivery of the remaining two Ultramax vessels that we have agreed to acquire, we will own 15 drybulk vessels, consisting of two Capesize vessels, four Ultramax vessels, four Supramax vessels and five Handysize vessels with a total carrying capacity of approximately 991,000 dwt.  Our fleet contains five groups of sister ships, which are vessels of virtually identical sizes and specifications. We believe that maintaining a fleet that includes sister ships reduces costs by creating economies of scale in the maintenance, supply and crewing of our vessels.

 

On November 13, 2013, we entered into agreements to purchase up to four 64,000 dwt Ultramax newbuilding drybulk vessels from Yangfan Group Co., Ltd. for a purchase price of $28,000 per vessel, or up to $112,000 in the aggregate. We agreed to purchase two such vessels, to be renamed the Baltic Hornet and Baltic Wasp, and obtained an option to purchase up to two additional such vessels for the same purchase price, which we exercised on January 8, 2014. These vessels are to be renamed the Baltic Mantis and the Baltic Scorpion. The purchases are subject to completion of customary additional documentation and closing conditions. The first of these vessels, the Baltic Hornet, was delivered on October 29, 2014.  The Baltic Wasp was delivered on January 2, 2015.  The Baltic Scorpion and the Baltic Mantis are expected to be delivered to us during the second and third quarters of 2015, respectively. We intend to use a combination of cash on hand, future cash flow from operations as well as debt or equity financing, including the $148 Million Credit Facility, to finance the acquisition of these two Ultramax newbuilding drybulk vessels.  If we are unable to obtain such debt or equity financing to fund the vessels, we may pursue alternatives, including dispositions of assets.

 

We seek to leverage the expertise and reputation of Genco and its management to pursue growth opportunities in the drybulk shipping spot market.  To pursue these opportunities, we operate a fleet of drybulk ships that transport iron ore, coal, grain, steel products and other drybulk cargoes along worldwide shipping routes.  We currently operate all of our vessels on spot market-related time charters, short-term time charters or in vessel pools trading in the spot market.  We may also consider operating vessels in the spot market directly based on our view of market conditions.  We have financed our fleet primarily with equity capital and have financed the remainder with our 2010 Credit Facility, $22 Million Term Loan Facility, $44 Million Term Loan Facility and the 2014 Term Loan Facilities.  The $148 Million Credit Facility refinanced the outstanding indebtedness under the 2010 Credit Facility. Depending on market conditions, we aim to grow our fleet through timely and selective acquisitions of vessels.  We expect to fund acquisitions of additional vessels using equity and debt financing.  We intend to distribute to our shareholders on a quarterly basis all of our net income less cash expenditures for capital items related to our fleet, other than vessel acquisitions and related expenses, plus non-cash compensation, during the previous quarter, subject to any additional reserves our Board of Directors may from time to time determine are required for the prudent conduct of our business, as further described below under “Dividend Policy.”

 

On April 7, 2015, we entered into a definitive merger agreement with Genco under which Genco will acquire us in a stock-for-stock transaction.  Under the terms of the agreement, we will become an indirect wholly-owned subsidiary of Genco, and our shareholders (other than Genco and its subsidiaries) will receive 0.216 shares of Genco common stock for each share of our common

 

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stock they own at closing, with fractional shares to be settled in cash.  Upon consummation of the transaction, Genco shareholders are expected to own approximately 84.5% of the combined company, and our shareholders (other than Genco and its subsidiaries) are expected to own approximately 15.5% of the combined company.  Shares of our Class B stock (all of which are owned by Genco) will be canceled in the merger.  Genco expects to have it stock listed on the New York Stock Exchange upon consummation of the transaction.

 

Our Board of Directors and Genco’s Board of Directors established independent special committees to review the transaction and negotiate the terms on behalf of their respective companies.  Both independent special committees unanimously approved the transaction.  Our Board of Directors and Genco’s Board of Directors approved the merger by unanimous vote of directors present and voting, with Peter C. Georgiopoulos, Chairman of the Board of each company, recused for the vote.  Approval of the merger is subject to a vote of our shareholders and Genco’s shareholders.  The merger is also subject to consents under our existing credit facilities from our lenders.

 

Additionally, on April 7, 2015, we entered into an agreement under which Genco acquired all of the shares of two single-purpose entities that were wholly owned by us, each of which owns one Capesize drybulk vessel, for an aggregate purchase price of $68,500, subject to reduction for $40,563 of outstanding first-mortgage debt of such single-purpose entities that is to be guaranteed by Genco and an adjustment for the difference between such single-purpose entities’ current assets and total liabilities as of the closing date.  At March 31, 2015, the Company determined that the sale of the Baltic Lion and Baltic Tiger were more likely than not based on Baltic Trading’s expressed consideration to divest of those vessels to increase its liquidity position and strengthen our balance sheet. Through the transactions, which closed on April 8, 2015, Genco acquired the vessels known as the Baltic Lion and the Baltic Tiger. The independent special committees of both companies’ Boards of Directors reviewed and approved this transaction.

 

Refer to pages 24 - 25 for a table of all vessels that have been or are expected to be delivered to us.

 

Our operations are managed under the supervision of our Board of Directors, by Genco as our Manager.  We entered into a long-term management agreement (the “Management Agreement”) pursuant to which our Manager and its affiliates apply their expertise and experience in the drybulk industry to provide us with commercial, technical, administrative and strategic services.  The Management Agreement is for an initial term of approximately fifteen years and will automatically renew for additional five-year periods unless terminated in accordance with its terms.  We pay our Manager fees for the services it provides us as well as reimburse our Manager for its costs and expenses incurred in providing certain of these services.

 

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Factors Affecting Our Results of Operations

 

We believe that the following table reflects important measures for analyzing trends in our results of operations.  The table reflects our ownership days, available days, operating days, fleet utilization, Time Charter Equivalent (“TCE”) rates and daily vessel operating expenses for the three months ended March 31, 2015 and 2014.

 

 

 

For the Three Months Ended March 31,

 

Increase

 

 

 

 

 

2015

 

2014

 

(Decrease)

 

% Change

 

Fleet Data:

 

 

 

 

 

 

 

 

 

Ownership days (1)

 

 

 

 

 

 

 

 

 

Capesize

 

360.0

 

360.0

 

 

 

Ultramax

 

178.9

 

 

178.9

 

100.0

%

Supramax

 

360.0

 

360.0

 

 

 

Handysize

 

450.0

 

450.0

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

1,348.9

 

1,170.0

 

178.9

 

15.3

%

 

 

 

 

 

 

 

 

 

 

Available days (2)

 

 

 

 

 

 

 

 

 

Capesize

 

360.0

 

360.0

 

 

 

Ultramax

 

174.5

 

 

174.5

 

100.0

%

Supramax

 

328.7

 

321.0

 

7.7

 

2.4

%

Handysize

 

426.2

 

432.5

 

(6.3

)

(1.5

)%

 

 

 

 

 

 

 

 

 

 

Total

 

1,289.4

 

1,113.5

 

175.9

 

15.8

%

 

 

 

 

 

 

 

 

 

 

Operating days (3)

 

 

 

 

 

 

 

 

 

Capesize

 

357.4

 

360.0

 

(2.6

)

(0.7

)%

Ultramax

 

174.5

 

 

174.5

 

100.0

%

Supramax

 

327.2

 

316.7

 

10.5

 

3.3

%

Handysize

 

426.2

 

431.4

 

(5.2

)

(1.2

)%

Total

 

1,285.3

 

1,108.1

 

177.2

 

16.0

%

 

 

 

 

 

 

 

 

 

 

Fleet utilization (4)

 

 

 

 

 

 

 

 

 

Capesize

 

99.3

%

100.0

%

(0.7

)%

(0.7

)%

Ultramax

 

100.0

%

 

100.0

%

100.0

%

Supramax

 

99.5

%

98.6

%

0.9

%

0.9

%

Handysize

 

100.0

%

99.7

%

0.3

%

0.3

%

 

 

 

 

 

 

 

 

 

 

Fleet average

 

99.7

%

99.5

%

0.2

%

0.2

%

 

 

 

 

 

 

 

 

 

 

Average Daily Results: (U.S. dollars)

 

 

 

 

 

 

 

 

 

Time Charter Equivalent (5)

 

 

 

 

 

 

 

 

 

Capesize

 

$

4,369

 

$

15,848

 

$

(11,479

)

(72.4

)%

Ultramax

 

6,283

 

 

6,283

 

100.0

%

Supramax

 

4,489

 

8,685

 

(4,196

)

(48.3

)%

Handysize

 

5,224

 

9,272

 

(4,048

)

(43.7

)%

 

 

 

 

 

 

 

 

 

 

Fleet average

 

4,941

 

11,229

 

(6,288

)

(56.0

)%

 

 

 

 

 

 

 

 

 

 

Daily vessel operating expenses (6)

 

 

 

 

 

 

 

 

 

Capesize

 

$

5,425

 

$

5,223

 

$

202

 

3.9

%

Ultramax

 

4,464

 

 

4,464

 

100.0

%

Supramax

 

5,022

 

6,527

 

(1,505

)

(23.1

)%

Handysize

 

4,505

 

5,157

 

(652

)

(12.6

)%

 

 

 

 

 

 

 

 

 

 

Fleet average

 

4,883

 

5,599

 

(716

)

(12.8

)%

 

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Definitions

 

In order to understand our discussion of our results of operations, it is important to understand the meaning of the following terms used in our analysis and the factors that influence our results of operations.

 


(1) Ownership days.  We define ownership days as the aggregate number of days in a period during which each vessel in our fleet has been owned by us. Ownership days are an indicator of the size of our fleet over a period and affect both the amount of revenues and the amount of expenses that we record during a period.

 

(2) Available days.  We define available days as the number of our ownership days less the aggregate number of days that our vessels are off-hire due to scheduled repairs or repairs under guarantee, vessel upgrades or special surveys and the aggregate amount of time that we spend positioning our vessels between time charters. Companies in the shipping industry generally use available days to measure the number of days in a period during which vessels should be capable of generating revenues.

 

(3) Operating days.  We define operating days as the number of our available days in a period less the aggregate number of days that our vessels are off-hire due to unforeseen circumstances. The shipping industry uses operating days to measure the aggregate number of days in a period during which vessels actually generate revenues.

 

(4) Fleet utilization.  We calculate fleet utilization by dividing the number of our operating days during a period by the number of our available days during the period. The shipping industry uses fleet utilization to measure a company’s efficiency in finding suitable employment for its vessels and minimizing the number of days that its vessels are off-hire for reasons other than scheduled repairs or repairs under guarantee, vessel upgrades, special surveys or vessel positioning.

 

(5) TCE rates.  We define TCE rates as net voyage revenue (voyage revenues less voyage expenses (including voyage expenses to Parent)) divided by the number of our available days during the period, which is consistent with industry standards. TCE rate is a common shipping industry performance measure used primarily to compare daily earnings generated by vessels on time charters with daily earnings generated by vessels on voyage charters, because charterhire rates for vessels on voyage charters are generally not expressed in per-day amounts while charterhire rates for vessels on time charters generally are expressed in such amounts.

 

 

 

For the Three Months Ended
March 31,

 

 

 

2015

 

2014

 

 

 

 

 

 

 

Voyage revenues (in thousands)

 

$

6,911

 

$

13,091

 

Voyage expenses (in thousands)

 

452

 

420

 

Voyage expenses to Parent (in thousands)

 

87

 

168

 

 

 

$

6,372

 

$

12,503

 

Total available days

 

1,289.4

 

1,113.5

 

Total TCE rate

 

$

4,941

 

$

11,229

 

 

(6) Daily vessel operating expenses.  We define daily vessel operating expenses (“DVOE”) as vessel operating expenses divided by ownership days for the period.  Vessel operating expenses include crew wages and related costs, the cost of insurance, expenses relating to repairs and maintenance (excluding drydocking), the costs of spares and consumable stores, tonnage taxes and other miscellaneous expenses.

 

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Table of Contents

 

Operating Data

 

The following discusses our financial results for the three months ended March 31, 2015 and 2014:

 

 

 

For the Three Months Ended March 31,

 

Increase

 

 

 

 

 

2015

 

2014

 

(Decrease)

 

% Change

 

 

 

(U.S. dollars in thousands, except for per share amounts)

 

 

 

Revenues

 

$

6,911

 

$

13,091

 

$

(6,180

)

(47.2

)%

 

 

 

 

 

 

 

 

 

 

Operating Expenses:

 

 

 

 

 

 

 

 

 

Voyage expenses

 

452

 

420

 

32

 

7.6

%

Voyage expenses to Parent

 

87

 

168

 

(81

)

(48.2

)%

Vessel operating expenses

 

6,587

 

6,551

 

36

 

0.5

%

General, administrative and technical management fees

 

2,818

 

1,972

 

846

 

42.9

%

Management fees to Parent

 

1,012

 

878

 

134

 

15.3

%

Depreciation and amortization

 

5,631

 

5,103

 

528

 

10.3

%

Impairment on vessel assets

 

30,730

 

 

30,730

 

100.0

%

 

 

 

 

 

 

 

 

 

 

Total operating expenses

 

47,317

 

15,092

 

32,225

 

213.5

%

 

 

 

 

 

 

 

 

 

 

Operating loss

 

(40,406

)

(2,001

)

(38,405

)

(1,919.3

)%

Other expense

 

(1,941

)

(1,520

)

(421

)

27.7

%

 

 

 

 

 

 

 

 

 

 

Loss before income taxes

 

(42,347

)

(3,521

)

(38,826

)

1,102.7

%

Income tax expense

 

(23

)

(12

)

(11

)

91.7

%

Net loss

 

$

(42,370

)

$

(3,533

)

$

(38,837

)

1,099.3

%

Net loss per share of common and Class B Stock:

 

 

 

 

 

 

 

 

 

Net loss per share - basic

 

$

(0.75

)

$

(0.06

)

$

(0.69

)

1,150.0

%

Net loss per share - diluted

 

$

(0.75

)

$

(0.06

)

$

(0.69

)

1,150.0

%

Dividends declared and paid per share

 

$

 

$

0.03

 

$

(0.03

)

(100.0

)%

 

 

 

 

 

 

 

 

 

 

EBITDA (1)

 

$

(34,765

)

$

3,082

 

$

(37,847

)

(1,228.0

)%

 


(1)         EBITDA represents net (loss) income plus net interest expense, taxes and depreciation and amortization.  EBITDA is included because it is used by management and certain investors as a measure of operating performance. EBITDA is used by analysts in the shipping industry as a common performance measure to compare results across peers.  Our management uses EBITDA as a performance measure in our consolidated internal financial statements, and it is presented for review at our board meetings.  We believe that EBITDA is useful to investors as the shipping industry is capital intensive which often results in significant depreciation and cost of financing.  EBITDA presents investors with a measure in addition to net (loss) income to evaluate our performance prior to these costs.  EBITDA is not an item recognized by U.S. GAAP and should not be considered as an alternative to net (loss) income, operating income or any other indicator of a company’s operating performance required by U.S. GAAP.  EBITDA is not a measure of liquidity or cash flows as shown in our consolidated statement of cash flows.  The definition of EBITDA used here may not be comparable to that used by other companies.  The following table demonstrates our calculation of EBITDA and provides a reconciliation of EBITDA to net income (loss) for each of the periods presented above:

 

 

 

For the Three Months Ended March 31,

 

 

 

2015

 

2014

 

 

 

 

 

 

 

Net loss

 

$

(42,370

)

$

(3,533

)

Net interest expense

 

1,951

 

1,500

 

Income tax expense

 

23

 

12

 

Depreciation and amortization

 

5,631

 

5,103

 

 

 

 

 

 

 

EBITDA (1)

 

$

(34,765

)

$

3,082

 

 

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Table of Contents

 

Results of Operations

 

Our revenues consist primarily of charterhire.  Our ongoing cash expenses consist of fees and reimbursements under our Management Agreement and other expenses directly related to the operation of our vessels and certain administrative expenses.  We do not expect to have any income tax liabilities in the Marshall Islands but may be subject to tax in the United States on revenues derived from voyages that either begin or end in the United States

 

The following table reflects the current employment of our current fleet as well as information on vessels expected to join our fleet as of May 8, 2015:

 

 

 

Year

 

 

 

Charter

 

Employment

 

Expected

Vessel

 

Built

 

Charterer

 

Expiration(1)

 

Structure

 

Delivery(2)

 

 

 

 

 

 

 

 

 

 

 

Capesize Vessels

 

 

 

 

 

 

 

 

 

 

Baltic Bear

 

2010

 

Swissmarine Services S.A.

 

April 2016

 

102.5% of BCI (3)

 

 

Baltic Wolf

 

2010

 

Swissmarine Services S.A.

 

November 2015

 

101.5% of BCI (4)

 

 

Ultramax Vessels

 

 

 

 

 

 

 

 

 

 

Baltic Hornet

 

2014

 

Swissmarine Asia Pte. Ltd.

 

November 2015

 

115.5% of BSI (5)

 

 

Baltic Wasp

 

2015

 

Pioneer Navigation Ltd.

 

December 2015

 

115% of BSI (6)

 

 

Baltic Scorpion

 

2015

 

TBD

 

TBD

 

TBD

 

Q2 2015

Baltic Mantis

 

2015

 

TBD

 

TBD

 

TBD

 

Q3 2015

Supramax Vessels

 

 

 

 

 

 

 

 

 

 

Baltic Leopard

 

2009

 

Western Bulk Pte. Ltd.

 

August 2015

 

$7,000 (7)

 

 

Baltic Panther

 

2009

 

Bulkhandling Handymax A/S

 

August 2015

 

Spot Pool (8)

 

 

Baltic Jaguar

 

2009

 

Harmony Innovation Shipping Ltd.

 

June 2015

 

$

6,500 (9)

 

 

Baltic Cougar

 

2009

 

Bulkhandling Handymax A/S

 

August 2015

 

Spot Pool (8)

 

 

Handysize Vessels

 

 

 

 

 

 

 

 

 

 

Baltic Wind

 

2009

 

Trammo Bulk Carriers

 

January 2016

 

107% of BHSI (10)

 

 

Baltic Cove

 

2010

 

Trammo Bulk Carriers

 

May 2015

 

106% of BHSI (11)

 

 

Baltic Breeze

 

2010

 

Clipper Bulk Shipping Ltd.

 

July 2015

 

103.5% of BHSI (12)

 

 

Baltic Fox

 

2010

 

Clipper Logger Pool

 

November 2015

 

Spot Pool (13)

 

 

Baltic Hare

 

2009

 

Clipper Logger Pool

 

November 2015

 

Spot Pool (13)

 

 

 


(1)         The charter expiration dates presented represent the earliest dates that our charters may be terminated in the ordinary course.  Under the terms of each contract, the charterer is entitled to extend the time charters from two to four months in order to complete the vessel’s final voyage plus any time the vessel has been off-hire.

 

(2)         The dates for the vessels being delivered in the future are estimates based on guidance received from the sellers.

 

(3)         We have agreed to an extension with Swissmarine Services S.A. on a spot market-related time charter for 11 to 13.5 months based on 102.5% of the average of the daily rates of the Baltic Capesize Index (BCI), published by the Baltic Exchange, as reflected in daily reports.  Hire is paid in arrears net of a 5.75% brokerage commission, which includes the 1.25% commission payable to Genco.  The extension began on May 1, 2015 after the vessel exited drydocking for scheduled maintenance.

 

(4)         We have reached an agreement with Swissmarine Services S.A. on a spot market-related time charter for 11.5 to 14.5 months based on 101.5% of the average of the daily rates of the BCI, as reflected in daily reports.  Hire is paid every 15 days in arrears net of a 5.00% brokerage commission, which includes the 1.25% commission payable to Genco.  The vessel delivered to charterers on December 9, 2014.

 

(5)         We have reached an agreement with Swissmarine Asia Pte. Ltd. on a spot market-related time charter for 12 to 15 months based on 115.5% of the average of the daily rates of the Baltic Supramax Index (BSI), published by the Baltic Exchange, as reflected in daily reports.  Hire is paid every 15 days in arrears net of a 6.25% brokerage commission, which includes the 1.25% commission payable to Genco. The vessel delivered to charterers on November 1, 2014.

 

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Table of Contents

 

(6)         We have reached an agreement with Pioneer Navigation Ltd. on a spot market-related time charter for 11.5 to 14.5 months based on 115% of the average of the daily rates of the BSI, as reflected in daily reports. Hire is paid every 15 days in arrears net of a 6.25% brokerage commission, which includes the 1.25% commission payable to Genco.  The vessel delivered to charterers on January 6, 2015.

 

(7)         We have reached an agreement with Western Bulk Pte. Ltd. on a time charter for 3.5 to 7.5 months at a rate of $7,000 per day except for the initial 40 days of the time charter in which the hire rate is $5,000 per day. Hire is paid every 15 days in advance less a 6.25% brokerage commission, which includes the 1.25% commission payable to Genco. The vessel is expected to deliver to charterers on or about May 9, 2015 after repositioning. The vessel redelivered to Baltic Trading on May 4, 2015.

 

(8)         We have reached an agreement to enter these vessels into the Bulkhandling Handymax A/S Pool, a vessel pool trading in the spot market of which Torvald Klaveness acts as the pool manager. Baltic Trading can withdraw a vessel with three months’ notice.

 

(9)         We have reached an agreement with Harmony Innovation Shipping Ltd. on a time charter for approximately 25 days at a rate of $6,500 per day. Hire is paid every 15 days in advance less a 6.25% brokerage commission, which includes the 1.25% commission payable to Genco. The vessel is expected to deliver to charterers on or about May 9, 2015 after repositioning. The vessel redelivered to Baltic Trading on May 4, 2015.

 

(10)  We have reached an agreement with Trammo Bulk Carriers on a spot-market related time charter for 15.5 to 19.5 months based on 107% of the average of the daily rates of the Baltic Handysize Index (BHSI), published by the Baltic Exchange, as reflected in daily reports.  Hire is paid every 15 days in arrears net of a 6.25% brokerage commission, which includes the 1.25% commission payable to Genco.  The vessel delivered to charterers on October 3, 2014.

 

(11)  We have reached an agreement with Trammo Bulk Carriers on a spot market-related time charter for a minimum of 10.5 months based on 106% of the average of the daily rates of the BHSI, as reflected in daily reports. Hire is paid every 15 days in arrears net of a 6.25% brokerage commission, which includes the 1.25% commission payable to Genco.

 

(12)  We have reached an agreement with Clipper Bulk Shipping Ltd. on a spot-market related time charter based on 103.5% of the average of the daily rates of the BHSI, as reflected in daily reports. Hire is paid every 15 days in arrears net of a 6.25% brokerage commission, which includes the 1.25% commission payable to Genco.  The minimum and maximum expiration dates of the time charter are July 17, 2015 and October 1, 2015, respectively. The vessel delivered to charterers on November 7, 2014.

 

(13)  We have reached an agreement to enter these vessels into the Clipper Logger Pool, a vessel pool trading in the spot market of which Clipper Group acts as the pool manager.  Baltic Trading can withdraw the vessels with a minimum notice of six months.

 

Three months ended March 31, 2015 and 2014

 

VOYAGE REVENUES-

 

For the three months ended March 31, 2015 and 2014, voyage revenues were $6,911 and $13,091, respectively.  The $6,180 decrease in voyage revenues was primarily due to lower rates achieved by our vessels partially offset by the increase in the size of our fleet during the first quarter of 2015 as compared to the first quarter of 2014.

 

The average TCE rate of our fleet was $4,941 a day for the three months ended March 31, 2015 as compared to $11,229 for the three months ended March 31, 2014.  The decrease was primarily due to lower spot market rates achieved by the vessels in our fleet during the first quarter of 2015 as compared to the first quarter of 2014.  During the first quarter of 2015, excess vessel supply continued to weigh on the drybulk market. Several other factors also contributed towards a weakened rate environment across all vessel classes. Destocking of iron ore inventories at Chinese ports and coal inventories at Chinese power plants, along with seasonally reduced iron ore exports out of Brazil, adversely affected the earnings of Capesize vessels.  Furthermore, the sustained Indonesian mineral ore export ban, a decline in steel output, and reduced coal demand all contributed to negatively impact freight rates. Weakened earnings along with strong scrap prices did, however, result in a record pace of demolitions, noticeably reducing net fleet growth for the first quarter of 2015.

 

For the three months ended March 31, 2015 and 2014, we had 1,348.9 and 1,170.0 ownership days, respectively.  The increase in ownership days is due to the delivery of the Baltic Hornet and Baltic Wasp during the fourth quarter of 2014 and first quarter of 2015, respectively. Fleet utilization increased to 99.7% during the first quarter of 2015 as compared to 99.5% during the first quarter of 2014 primarily due to additional offhire periods during the first quarter of 2014 for some of our Supramax vessels.

 

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Table of Contents

 

VOYAGE EXPENSES-

 

To the extent we operate our vessels on voyage charters in the spot market, we are responsible for all voyage expenses. Voyage expenses are all expenses unique to a particular voyage, including any bunker fuel expenses, port fees, cargo loading and unloading expenses, canal tolls, agency fees and commissions. Our voyage expenses vary depending on the number of vessels in our fleet and the extent to which we enter into voyage charters in the spot market as opposed to spot market-related time charters, trip charters or vessel pools, in which we are not responsible for voyage expenses. At the inception of a spot market-related time charter, we record the difference between the cost of bunker fuel delivered by the terminating charterer and the bunker fuel sold to the new charterer as a gain or loss within voyage expenses.  Additionally, voyage expenses include the cost of bunkers consumed during short-term time charters pursuant to the terms of the time charter agreement.

 

For the three months ended March 31, 2015 and 2014, voyage expenses were $452 and $420, respectively.  The increase is primarily due to an increase in bunker losses based on the difference between the cost of bunker fuel delivered by the terminating charterer and the bunker fuel sold to the new charterer as a result of the decrease in bunker prices.  These increases were partially offset by a decrease in third-party broker commissions as a result of the decrease in voyage revenue earned during the first quarter of 2015 as compared to the first quarter of 2014.

 

VOYAGE EXPENSES TO PARENT-

 

Voyage expenses to Parent decreased by $81 to $87 during three months ended March 31, 2015 as compared to $168 during the three months ended March 31, 2014. This amount represents the commercial service fee equal to 1.25% of gross charter revenues generated by each vessel due to Genco pursuant to the Management Agreement. The decrease is primarily a result of the decrease in voyage revenue due to lower spot market rates achieved by our vessels partially offset by the increase in the size of our fleet during the first quarter of 2015 as compared to the first quarter of 2014.

 

VESSEL OPERATING EXPENSES-

 

Vessel operating expenses increased marginally by $36 to $6,587 during the three months ended March 31, 2015 as compared to $6,551 during the three months ended March 31, 2014.  This increase was primarily due to a larger fleet as a result of the delivery of two vessels during the fourth quarter of 2014 and first quarter of 2015, partially offset by lower maintenance related expenses.

 

Daily vessel operating expenses decreased to $4,883 per vessel per day during the three months ended March 31, 2015 from $5,599 per vessel per day during the three months ended March 31, 2014.  The decrease in daily vessel operating expenses is primarily due to lower maintenance related expenses.  Our actual daily vessel operating expenses per vessel for the three months ended March 31, 2015 were $617 below the budgeted rate of $5,500 per vessel per day.   After the sale of the Baltic Lion and Baltic Tiger to Genco on April 8, 2015, the budgeted daily vessel operating expenses per day will decrease from $5,500 to $5,450. The Company believes daily vessel operating expense are best measured for comparative purposes over a 12-month period in order to take into account all of the expenses that each vessel in its fleet will incur over a full year of operations.

 

Our vessel operating expenses, which generally represent fixed costs for each vessel, will increase if our fleet expands. Other factors beyond our control, some of which may affect the shipping industry in general, including, for instance, developments relating to market prices for crewing, lubes, and insurance, may also cause these expenses to increase.

 

GENERAL, ADMINISTRATIVE AND TECHNICAL MANAGEMENT FEES-

 

For the three months ended March 31, 2015 and 2014, general, administrative and technical management fees increased to $2,818 from $1,972, respectively.   The increase was primarily due to an increase in legal expenses related to costs incurred related to the merger agreement entered into with Genco.  We incur management fees to third-party technical management companies for the day-to-day management of our vessels, including performing routine maintenance, attending to vessel operations and arranging for crews and supplies.  Management fees increased due to the delivery of the Baltic Hornet during the fourth quarter of 2014 and the delivery of the Baltic Wasp during the first quarter of 2015.

 

26



Table of Contents

 

MANAGEMENT FEES TO PARENT-

 

Management fees to Parent for the three months ended March 31, 2015 and 2014 increased to $1,012 from $878, respectively.  The increase was due to the delivery of the Baltic Hornet during the fourth quarter of 2014 and the delivery of the Baltic Wasp during the first quarter of 2015.  This amount represents the technical services fees of $750 per vessel per day payable to Genco pursuant to the Management Agreement.

 

DEPRECIATION AND AMORTIZATION -

 

Depreciation and amortization expense increased to $5,631 during the three months ended March 31, 2015 from $5,103 during the three months ended March 31, 2014 due to the delivery of the Baltic Hornet during the fourth quarter of 2014 and the Baltic Wasp during the first quarter of 2015.  These increases were slightly offset by a decrease in depreciation expense due to the increase in the estimated scrap value of the vessels from $245 per lwt to $310 per lwt which was effective July 9, 2014.  Refer to Note 2 — Summary of Significant Account Policies in our condensed consolidated financial statements for further information regarding the change in the scrap value of the vessels.

 

IMPAIRMENT OF VESSEL ASSETS -

 

During the three months ended March 31, 2015, we recorded $30,730 of Impairment of vessel assets. The Company determined that the sale of Baltic Trading’s vessels, the Baltic Lion and Baltic Tiger, was more likely than not based on Baltic Trading’s expressed consideration to divest of those vessels to increase its liquidity position and strengthen our balance sheet., Therefore, the time utilized to determine the recoverability of the carrying value of the assets was significantly reduced and the estimated undiscounted future cash flows to these vessels would not exceed the carrying value of each vessel.  For this reason, the Company recorded an impairment charge for these vessels.  Refer to Note 1 — General information in our Condensed Consolidated Financial Statements for further information.  There was no Impairment of vessel assets during the three months ended March 31, 2014.

 

OTHER (EXPENSE) INCOME-

 

NET INTEREST EXPENSE-

 

For the three months ended March 31, 2015 and 2014, net interest expense was $1,951 and $1,500, respectively.  The increase in net interest expense is primarily due to the interest expense and the amortization of deferred financing fees associated with the 2014 Term Loan Facility, which was entered into effective October 8, 2014.  Additionally, there was an increase in net interest expense related to the $148 Million Credit Facility, which was utilized to refinance the outstanding debt under the 2010 Credit Facility, due to additional drawdowns of debt totaling $12,750 in excess of the outstanding refinanced indebtedness during the first quarter of 2015. Refer to Note 7 — Debt in our Condensed Consolidated Financial Statements for further information.

 

INCOME TAX EXPENSE-

 

For the three months ended March 31, 2015 and 2014, income tax expense was $23 and $12, respectively.  During the three months ended March 31, 2015, we had United States operations which resulted in United States source income of $587, which resulted in income tax expense of $23.  During the three months ended March 31, 2014, we had Unites States operations which resulted in United States source income of $284, which resulted in income tax expense of $12.

 

Liquidity and Capital Resources

 

Our primary initial sources of capital were the capital contribution made by Genco, through Genco Investments LLC, of $75 million for 5,699,088 shares of our Class B stock and the net proceeds from the IPO, which was approximately $210.4 million as described hereunder.  We have also made borrowings to date under our 2010 Credit Facility (which was refinanced with the $148 Million Credit Facility, see below), $22 Million Term Loan Facility, $44 Million Term Loan Facility and 2014 Term Loan Facilities.  We may consider debt and equity financing alternatives from time to time.  However, if market conditions are negative, we may be unable to raise additional equity capital or debt financing on acceptable terms or at all.  As a result, we may be unable to pursue acquisition opportunities to expand our business.

 

Given the negative impact of the current weak drybulk rate environment on our earnings, we face potential liquidity and covenant compliance issues.  Our credit facilities require us to maintain a minimum cash balance of $11.3 million as measured at each quarter-end.  In light of our requirements to fund our ongoing operations and acquisitions and make payments under our credit facilities, our current cash reserves, and current drybulk shipping rates, we believe that without taking measures that are available to us, we may not remain in compliance with our minimum cash covenants under our credit facilities during 2015, notwithstanding the

 

27



Table of Contents

 

sale of the Baltic Lion and the Tiger pursuant to the Stock Purchase Agreement. To address our compliance, we may seek waivers or modifications to our credit agreements from our lenders, which may be unavailable or subject to conditions, or we may pursue one or more financing options described below.

 

Given the foregoing, we may require capital to fund ongoing operations, acquisitions (including the two Ultramax newbuildings we have agreed to acquire), and debt service.  We may also seek to refinance our indebtedness or raise additional capital through selling assets (including vessels), reducing or delaying capital expenditures, or pursuing other options available to us which may include equity or debt offerings if Genco’s acquisition of us under the definitive merger agreement is not consummated.  We cannot be certain that we will accomplish any such actions.

 

Given the recent downward trend in vessel values, we believe we may not meet the minimum threshold under the collateral maintenance covenant in one or more of our credit facilities when new vessel valuations are required on or around June 30, 2015.  To remedy this, we may prepay a portion of our indebtedness, seek waivers or modifications to our credit agreements (which may be unavailable or subject to conditions), or take other actions available to us.  If we fail to remedy any shortfall under our collateral maintenance covenants and are found to be in default, it could have a material adverse effect on our business, results of operations, cash flows, financial condition and ability to pay dividends.

 

Absent any of the foregoing actions, if we do not comply with our credit facility covenants and fail to cure our non-compliance following applicable notice and expiration of applicable cure periods, we will be in default of one or more of our credit facilities.  As a result, some or all of our indebtedness could be declared immediately due and payable, and we may not have sufficient assets available to satisfy our obligations.  Substantially all of our assets are pledged as collateral to our lenders, and our lenders may seek to foreclose on their collateral if a default occurs.  We may have to seek alternative sources of financing on terms that may not be favorable to us or that may not be available at all.  We therefore could experience a material adverse effect on our business, financial condition, results of operations and cash flows.

 

On April 7, 2015, we entered into a definitive merger agreement with Genco under which Genco will acquire us in a stock-for-stock transaction.  Under the terms of the agreement, we will become an indirect wholly-owned subsidiary of Genco, and our shareholders (other than Genco and its subsidiaries) will receive 0.216 shares of Genco common stock for each share of our common stock they own at closing, with fractional shares to be settled in cash.  Upon consummation of the transaction, Genco shareholders are expected to own approximately 84.5% of the combined company, and our shareholders (other than Genco and its subsidiaries) are expected to own approximately 15.5% of the combined company.  Shares of our Class B stock (all of which are owned by Genco) will be canceled in the merger.  Genco expects to have it stock listed on the New York Stock Exchange upon consummation of the transaction.

 

Our Board of Directors and Genco’s Board of Directors established independent special committees to review the transaction and negotiate the terms on behalf of their respective companies.  Both independent special committees unanimously approved the transaction.  Our Board of Directors and Genco’s Board of Directors approved the merger by unanimous vote of directors present and voting, with Peter C. Georgiopoulos, Chairman of the Board of each company, recused for the vote.  Approval of the merger is subject to a vote of our shareholders and Genco’s shareholders.

 

Additionally, on April 7, 2015, we entered into an agreement under which Genco acquired all of the shares of two single-purpose entities that were wholly owned by us, each of which owns one Capesize drybulk vessel, for an aggregate purchase price of $68,500, subject to reduction for $40,563 of outstanding first-mortgage debt of such single-purpose entities that is to be guaranteed by Genco and an adjustment for the difference between such single-purpose entities’ current assets and total liabilities as of the closing date.  At March 31, 2015, the Company determined that the sale of the Baltic Lion and Baltic Tiger were more likely than not based on Baltic Trading’s expressed consideration to divest of those vessels to increase its liquidity position and strengthen its balance sheet.  Through the transactions, which closed on April 8, 2015, Genco acquired the vessels known as the Baltic Lion and the Baltic Tiger. The independent special committees of both companies’ Boards of Directors reviewed and approved this transaction.  A portion of the proceeds from this transaction have been used for general corporate purposes.

 

On April 16, 2010, we entered into a $100 million senior secured revolving credit facility with Nordea Bank Finland plc, acting through its New York branch, which was subsequently amended effective November 30, 2010 which increased the borrowing capacity from $100,000 to $150,000.  The amended 2010 Credit Facility matures on November 30, 2016.  There was an additional amendment entered into effective August 29, 2013 which reduced the borrowing capacity to $110,000 and allowed us to incur additional indebtedness under new credit facilities.  On January 7, 2015, we refinanced the 2010 Credit Facility using the $148 Million Credit Facility described below.

 

On December 31, 2014, we entered into the $148 Million Credit Facility. The $148 Million Credit Facility is comprised of

 

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$115,000 revolving credit facility and $33,000 term loan facility. Borrowings under the revolving credit facility will be used to refinance our outstanding indebtedness under the 2010 Baltic Trading Credit Facility. On January 7, 2015, we drew down $104,500 on the revolving credit facility of the $148 Million Credit Facility, $102,250 of which was used to pay down the indebtedness outstanding under the 2010 Credit Facility. On February 27, 2015, we drew down an additional $10,500 which reduced the availability under the revolving credit facility to $0.  Amounts borrowed under the revolving credit facility of the $148 Million Credit Facility may be re-borrowed. Borrowings under the term loan facility of the $148 Million Credit Facility may be incurred pursuant to two single term loans in an amount of $16,500 each that will be used to finance, in part, the purchase of two newbuilding Ultramax vessels that we have agreed to acquire, namely the Baltic Scorpion and Baltic Mantis. Amounts borrowed under the term loan facility of the

$148 Million Credit Facility may not be re-borrowed.

 

The $148 Million Credit Facility has a maturity date of December 31, 2019. Borrowings under this facility bear interest at LIBOR plus an applicable margin of 3.00% per annum. A commitment fee of 1.2% per annum is payable on the unused daily portion of the $148 Million Credit Facility, which began accruing on December 31, 2014. The commitment under the revolving credit facility of the $148 Million Credit Facility is subject to equal consecutive quarterly reductions of $2,447 each beginning June 30, 2015 through September 30, 2019. Borrowings under the term loan facility of the $148 Million Credit Facility are subject to equal consecutive quarterly installment repayments commencing three months after delivery of the relevant newbuilding Ultramax vessel, each in the amount of 1/60 of the aggregate outstanding term loan. All remaining amounts outstanding under the $148 Million Term

Loan Facility must be repaid in full on the maturity date, December 31, 2019. Refer to Note 7 — Debt in our consolidated financial statements for additional information regarding the $148 Million Credit Facility.

 

As of March 31, 2015, we believe we are in compliance with all of the financial covenants under the $148 Million Credit Facility.

 

On August 30, 2013, Baltic Hare Limited and Baltic Fox Limited, our wholly-owned subsidiaries, entered into a secured loan agreement with DVB Bank SE for a term loan facility of up to $22,000 (the “$22 Million Term Loan Facility”). Amounts borrowed and repaid under the $22 Million Term Loan Facility may not be reborrowed. This facility has a maturity date of the sixth anniversary of the drawdown date for borrowings for the second vessel to be purchased, or September 4, 2019. Borrowings under the $22 Million Term Loan Facility bear interest at the three-month LIBOR rate plus an applicable margin of 3.35% per annum. A commitment fee of 1.00% is payable on the unused daily portion of the credit facility, which began accruing on August 30, 2013 and ended on September 4, 2013, the date which the entire $22,000 was borrowed. Borrowings are to be repaid in 23 quarterly installments of $375 each commencing three months after the last drawdown date, or December 4, 2013, and a final payment of $13,375 due on the maturity date.

 

Borrowings under the $22 Million Term Loan Facility are secured by liens on our vessels purchased with borrowings under the facility, namely the Baltic Fox and the Baltic Hare, and other related assets. Under a Guarantee and Indemnity entered into concurrently with the $22 Million Term Loan Facility, we have agreed to guarantee the obligations of our subsidiaries under the $22 Million Term Loan Facility.

 

The $22 Million Term Loan Facility also requires us and Baltic Hare Limited and Baltic Fox Limited to comply with a number of covenants, including financial covenants related to liquidity, leverage, consolidated net worth, and collateral maintenance; delivery of quarterly and annual financial statements and annual projections; maintaining adequate insurances; compliance with laws (including environmental); maintenance of flag and class of the initial vessels; restrictions on consolidations, mergers or sales of assets; limitations on changes in the manager of our vessels; limitations on changes to the Management Agreement; limitations on liens and additional indebtedness; prohibitions on paying dividends if an event of default has occurred or would occur as a result of payment of a dividend; restrictions on transactions with affiliates; and other customary covenants. The liquidity covenants under the facility require Baltic Hare Limited and Baltic Fox Limited to maintain $500 each in their cash accounts and us to maintain $750 for each vessel in our fleet in cash or cash equivalents plus undrawn working capital lines of credit. The facility’s leverage covenant requires that the ratio of our total financial indebtedness to the value of our total assets as adjusted based on vessel appraisals not exceed 70%. The facility also requires that we maintain a minimum consolidated net worth of $232,796 plus fifty percent of the value of our equity offering completed on or after May 28, 2013. The facility’s collateral maintenance covenant requires that the minimum fair market value of vessels mortgaged under the facility be 130% of the amount outstanding under the facility through August 30, 2016 and 135% of such amount thereafter.

 

On September 4, 2013, Baltic Hare Limited and Baltic Fox Limited made drawdowns of $10,730 and $11,270 for the Baltic Hare and Baltic Fox, respectively. As of March 31, 2015, we have utilized our maximum borrowing capacity of $22,000, and there is no availability under this facility. At March 31, 2015, the total outstanding debt balance was $19,750.

 

As of March 31, 2015, we believe we are in compliance with all of the financial covenants under the $22 Million Term Loan Facility.

 

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On December 3, 2013, Baltic Lion Limited and Baltic Tiger Limited, our wholly-owned subsidiaries, entered into a secured loan agreement with DVB Bank SE for a term loan facility of up to $44,000 (the “$44 Million Term Loan Facility”). Amounts borrowed and repaid under the $44 Million Term Loan Facility may not be reborrowed. This facility has a maturity date of the sixth anniversary of the drawdown date for borrowings for the second vessel to be purchased, or December 23, 2019. Borrowings under the $44 Million Term Loan Facility bear interest at the three-month LIBOR rate plus an applicable margin of 3.35% per annum. A commitment fee of 1.00% is payable on the unused daily portion of the credit facility, which began accruing on December 3, 2013 and ended on December 23, 2013, the date which the entire $44,000 was borrowed. Borrowings are to be repaid in 23 quarterly installments of $688 each commencing three months after the last drawdown date, or March 24, 2014, and a final payment of $28,188 due on the maturity date.

 

Borrowings under the $44 Million Term Loan Facility are to be secured by liens on the our vessels to be financed or refinanced with borrowings under the facility, namely the Baltic Tiger and the Baltic Lion, and other related assets. Upon the prepayment of $18,000 plus any additional amounts necessary to maintain compliance with the collateral maintenance covenant, we may have the lien on the Baltic Tiger released. Under a Guarantee and Indemnity entered into concurrently with the $44 Million Term Loan Facility, we agreed to guarantee the obligations of our subsidiaries under the $44 Million Term Loan Facility.

 

The $44 Million Term Loan Facility also requires the Company, Baltic Tiger Limited and Baltic Lion Limited to comply with a number of covenants, including financial covenants related to liquidity, leverage, consolidated net worth, and collateral maintenance; delivery of quarterly and annual financial statements and annual projections; maintaining adequate insurances; compliance with laws (including environmental); maintenance of flag and class of the initial vessels; restrictions on consolidations, mergers or sales of assets; limitations on changes in the manager of the Company’s vessels; limitations on changes to the Management Agreement; limitations on liens and additional indebtedness; prohibitions on paying dividends if an event of default has occurred or would occur as a result of payment of a dividend; restrictions on transactions with affiliates; and other customary covenants. The liquidity covenants under the facility require Baltic Tiger Limited and Baltic Lion Limited to maintain $1,000 each in their cash accounts and us to maintain $750 for each vessel in our fleet in cash or cash equivalents plus undrawn working capital lines of credit. The facility’s leverage covenant requires that the ratio of our total financial indebtedness to the value of our total assets as adjusted based on vessel appraisals not exceed 70%. The facility also requires that we maintain a minimum consolidated net worth of $232,796 plus fifty percent of the value of any primary equity offerings completed after April 30, 2013. The facility’s collateral maintenance covenant requires that the minimum fair market value of vessels mortgaged under the facility be 125% of the amount outstanding under the facility.

 

On December 23, 2013, Baltic Tiger Limited and Baltic Lion Limited made drawdowns of $21,400 and $22,600 for the Baltic Tiger and Baltic Lion, respectively. As of March 31, 2015, we have utilized our maximum borrowing capacity of $44,000 and there is no further availability. At March 31, 2015, the total outstanding debt balance was $40,563.  The outstanding debt under the $44 Million Term Loan Facility has been assumed by Genco effective April 8, 2015 upon the closing of the purchase of the Baltic Lion and Baltic Tiger by Genco.

 

As of March 31, 2015, we believe we are in compliance with all of the financial covenants under the $44 Million Term Loan Facility.

 

On October 8, 2014, we and our wholly-owned subsidiaries, Baltic Hornet Limited and Baltic Wasp Limited, each entered into the 2014 Term Loan Facilities to partially finance the newbuilding Ultramax vessel that each subsidiary is to acqu