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GENERAL INFORMATION | 6 Months Ended
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Jun. 30, 2013
GENERAL INFORMATION |
GENERAL INFORMATION | 1 - GENERAL INFORMATION The accompanying condensed consolidated financial statements include the accounts of Genco Shipping & Trading Limited (“GS&T”), its wholly-owned subsidiaries, and its subsidiary, Baltic Trading Limited (collectively, the “Company”). The Company is engaged in the ocean transportation of drybulk cargoes worldwide through the ownership and operation of drybulk carrier vessels. GS&T is incorporated under the laws of the Marshall Islands and as of June 30, 2013, is the sole owner of all of the outstanding shares of the following subsidiaries: Genco Ship Management LLC; Genco Investments LLC; Genco Management (USA) Limited; Genco RE Investments LLC; and the ship-owning subsidiaries set forth below. Below is the list of GS&T’s wholly owned ship-owning subsidiaries as of June 30, 2013:
Wholly Owned Subsidiaries |  | Vessels Acquired |  | Dwt |  | Delivery Date |  | Year Built |
Genco Reliance Limited |  | Genco Reliance |  | 29,952 |  | 12/6/04 |  | 1999 |
Genco Vigour Limited |  | Genco Vigour |  | 73,941 |  | 12/15/04 |  | 1999 |
Genco Explorer Limited |  | Genco Explorer |  | 29,952 |  | 12/17/04 |  | 1999 |
Genco Carrier Limited |  | Genco Carrier |  | 47,180 |  | 12/28/04 |  | 1998 |
Genco Sugar Limited |  | Genco Sugar |  | 29,952 |  | 12/30/04 |  | 1998 |
Genco Pioneer Limited |  | Genco Pioneer |  | 29,952 |  | 1/4/05 |  | 1999 |
Genco Progress Limited |  | Genco Progress |  | 29,952 |  | 1/12/05 |  | 1999 |
Genco Wisdom Limited |  | Genco Wisdom |  | 47,180 |  | 1/13/05 |  | 1997 |
Genco Success Limited |  | Genco Success |  | 47,186 |  | 1/31/05 |  | 1997 |
Genco Beauty Limited |  | Genco Beauty |  | 73,941 |  | 2/7/05 |  | 1999 |
Genco Knight Limited |  | Genco Knight |  | 73,941 |  | 2/16/05 |  | 1999 |
Genco Leader Limited |  | Genco Leader |  | 73,941 |  | 2/16/05 |  | 1999 |
Genco Marine Limited |  | Genco Marine |  | 45,222 |  | 3/29/05 |  | 1996 |
Genco Prosperity Limited |  | Genco Prosperity |  | 47,180 |  | 4/4/05 |  | 1997 |
Genco Muse Limited |  | Genco Muse |  | 48,913 |  | 10/14/05 |  | 2001 |
Genco Acheron Limited |  | Genco Acheron |  | 72,495 |  | 11/7/06 |  | 1999 |
Genco Surprise Limited |  | Genco Surprise |  | 72,495 |  | 11/17/06 |  | 1998 |
Genco Augustus Limited |  | Genco Augustus |  | 180,151 |  | 8/17/07 |  | 2007 |
Genco Tiberius Limited |  | Genco Tiberius |  | 175,874 |  | 8/28/07 |  | 2007 |
Genco London Limited |  | Genco London |  | 177,833 |  | 9/28/07 |  | 2007 |
Genco Titus Limited |  | Genco Titus |  | 177,729 |  | 11/15/07 |  | 2007 |
Genco Challenger Limited |  | Genco Challenger |  | 28,428 |  | 12/14/07 |  | 2003 |
Genco Charger Limited |  | Genco Charger |  | 28,398 |  | 12/14/07 |  | 2005 |
Genco Warrior Limited |  | Genco Warrior |  | 55,435 |  | 12/17/07 |  | 2005 |
Genco Predator Limited |  | Genco Predator |  | 55,407 |  | 12/20/07 |  | 2005 |
Genco Hunter Limited |  | Genco Hunter |  | 58,729 |  | 12/20/07 |  | 2007 |
Genco Champion Limited |  | Genco Champion |  | 28,445 |  | 1/2/08 |  | 2006 |
Genco Constantine Limited |  | Genco Constantine |  | 180,183 |  | 2/21/08 |  | 2008 |
Genco Raptor LLC |  | Genco Raptor |  | 76,499 |  | 6/23/08 |  | 2007 |
Genco Cavalier LLC |  | Genco Cavalier |  | 53,617 |  | 7/17/08 |  | 2007 |
Genco Thunder LLC |  | Genco Thunder |  | 76,588 |  | 9/25/08 |  | 2007 |
Genco Hadrian Limited |  | Genco Hadrian |  | 169,694 |  | 12/29/08 |  | 2008 |
Genco Commodus Limited |  | Genco Commodus |  | 169,025 |  | 7/22/09 |  | 2009 |
Genco Maximus Limited |  | Genco Maximus |  | 169,025 |  | 9/18/09 |  | 2009 |
Genco Claudius Limited |  | Genco Claudius |  | 169,025 |  | 12/30/09 |  | 2010 |
Genco Bay Limited |  | Genco Bay |  | 34,296 |  | 8/24/10 |  | 2010 |
Genco Ocean Limited |  | Genco Ocean |  | 34,409 |  | 7/26/10 |  | 2010 |
Genco Avra Limited |  | Genco Avra |  | 34,391 |  | 5/12/11 |  | 2011 |
Genco Mare Limited |  | Genco Mare |  | 34,428 |  | 7/20/11 |  | 2011 |
Genco Spirit Limited |  | Genco Spirit |  | 34,432 |  | 11/10/11 |  | 2011 |
Genco Aquitaine Limited |  | Genco Aquitaine |  | 57,981 |  | 8/18/10 |  | 2009 |
Genco Ardennes Limited |  | Genco Ardennes |  | 57,981 |  | 8/31/10 |  | 2009 |
Genco Auvergne Limited |  | Genco Auvergne |  | 57,981 |  | 8/16/10 |  | 2009 |
Genco Bourgogne Limited |  | Genco Bourgogne |  | 57,981 |  | 8/24/10 |  | 2010 |
Genco Brittany Limited |  | Genco Brittany |  | 57,981 |  | 9/23/10 |  | 2010 |
Genco Languedoc Limited |  | Genco Languedoc |  | 57,981 |  | 9/29/10 |  | 2010 |
Genco Loire Limited |  | Genco Loire |  | 53,416 |  | 8/4/10 |  | 2009 |
Genco Lorraine Limited |  | Genco Lorraine |  | 53,416 |  | 7/29/10 |  | 2009 |
Genco Normandy Limited |  | Genco Normandy |  | 53,596 |  | 8/10/10 |  | 2007 |
Genco Picardy Limited |  | Genco Picardy |  | 55,257 |  | 8/16/10 |  | 2005 |
Genco Provence Limited |  | Genco Provence |  | 55,317 |  | 8/23/10 |  | 2004 |
Genco Pyrenees Limited |  | Genco Pyrenees |  | 57,981 |  | 8/10/10 |  | 2010 |
Genco Rhone Limited |  | Genco Rhone |  | 58,018 |  | 3/29/11 |  | 2011 |
On May 28, 2013, Baltic Trading closed an equity offering of 6,419,217 shares of common stock at an offering price of $3.60 per share. Baltic Trading received net proceeds of $21,559 after deducting underwriters’ fees and expenses. Baltic Trading Limited (“Baltic Trading”) was a wholly-owned indirect subsidiary of GS&T until Baltic Trading completed its initial public offering, or IPO, on March 15, 2010. As of June 30, 2013 and December 31, 2012, Genco Investments LLC owned 5,827,471 and 5,699,088 shares of Baltic Trading’s Class B Stock, which represented a 19.68% and 24.78% ownership interest in Baltic Trading, respectively, and 78.61% and 83.17% of the aggregate voting power of Baltic Trading’s outstanding shares of voting stock, respectively. Additionally, pursuant to the subscription agreement between Genco Investments LLC and Baltic Trading, for so long as GS&T directly or indirectly holds at least 10% of the aggregate number of outstanding shares of Baltic Trading’s common stock and Class B stock, Genco Investments LLC will be entitled to receive an additional number of shares of Baltic Trading’s Class B stock equal to 2% of the number of common shares issued in the future, other than shares issued under Baltic Trading’s 2010 Equity Incentive Plan. As such, when Baltic Trading closed the equity offering of 6,419,217 on May 28, 2013 as noted above, GS&T was issued 128,383 shares of Baltic Trading’s Class B Stock which represents 2% of the number of common shares issued. Below is the list of Baltic Trading’s wholly owned ship-owning subsidiaries as of June 30, 2013:
Baltic Trading’s Wholly Owned Subsidiaries |  | Vessel |  | Dwt |  | Delivery Date |  | Year Built |
Baltic Leopard Limited |  | Baltic Leopard |  | 53,447 |  | 4/8/10 |  | 2009 |
Baltic Panther Limited |  | Baltic Panther |  | 53,351 |  | 4/29/10 |  | 2009 |
Baltic Cougar Limited |  | Baltic Cougar |  | 53,432 |  | 5/28/10 |  | 2009 |
Baltic Jaguar Limited |  | Baltic Jaguar |  | 53,474 |  | 5/14/10 |  | 2009 |
Baltic Bear Limited |  | Baltic Bear |  | 177,717 |  | 5/14/10 |  | 2010 |
Baltic Wolf Limited |  | Baltic Wolf |  | 177,752 |  | 10/14/10 |  | 2010 |
Baltic Wind Limited |  | Baltic Wind |  | 34,409 |  | 8/4/10 |  | 2009 |
Baltic Cove Limited |  | Baltic Cove |  | 34,403 |  | 8/23/10 |  | 2010 |
Baltic Breeze Limited |  | Baltic Breeze |  | 34,386 |  | 10/12/10 |  | 2010 |
Baltic Fox Limited |  | Baltic Fox |  | 31,883 |  | Q3 2013 (1) |  | 2010 |
Baltic Hare Limited |  | Baltic Hare |  | 31,887 |  | Q3 2013 (1) |  | 2009 |
(1) Delivery dates for vessels being delivered in the future are estimates based on guidance received from the sellers. The Company provides technical services for drybulk vessels purchased by Maritime Equity Partners LLC (“MEP”). Peter C. Georgiopoulos, Chairman of the Board of Directors of GS&T, controls and has a minority interest in MEP. These services include oversight of crew management, insurance, drydocking, ship operations and financial statement preparation, but do not include chartering services. The services are provided for a fee of $750 per ship per day plus reimbursement of out-of-pocket costs. MEP has the right to cancel provision of the services on 60 days’ notice with payment of a one-year termination fee upon a change in control of the Company. The Company may terminate provision of the services at any time on 60 days’ notice. Given the current drybulk rate environment, the Company may be unable to make required payments under its credit facilities commencing during the quarter ending March 31, 2014. Moreover, once current waivers expire and are re-measured at March 31, 2014, the Company believes it is probable that the Company will not be in compliance with the maximum leverage ratio covenants and the minimum permitted consolidated interest ratio covenants under its credit facilities. The Company is also subject to minimum cash covenants for which compliance is measured at the end of every fiscal quarter. These minimum cash covenants have not been waived, and the Company believes it is probable that the Company will not be in compliance with such covenants at or after March 31, 2014, and the Company may not be in compliance earlier in the event of sustained weakness in the drybulk shipping sector. The Company’s debt facilities are described further in Note 9 — Debt. The Company is in discussions with its lenders and expects to seek waivers or modifications to its credit agreements, which, if available, may be subject to conditions, and may also seek to refinance indebtedness, raise additional capital through equity or debt offerings or selling assets (including vessels), reduce or delay capital expenditures, or pursue other restructuring options. Absent such waivers or modifications, if the Company does not comply with such payment obligations or these covenants and fails to cure such non-compliance following applicable notice and expiration of applicable cure periods, the Company would be in default of one or more of its credit facilities. If such a default occurs, the Company may also be in default under the Indenture for the 5.00% Convertible Senior Notes, or the 2010 Notes (discussed in Note 10 — Convertible Senior Notes). As a result, some or all of the Company’s indebtedness could be declared immediately due and payable, and alternative sources of financing would need to be sought on terms that may not be favorable to the Company. In addition, notwithstanding the waiver of certain covenants as described above, for purposes of preparing financial statements in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), the Company is required to assess future compliance with the original covenants at all quarterly measurement dates within twelve months from the date of such financial statements. As discussed in its Quarterly Report on Form 10-Q for the period ended March 31, 2013, the Company believes it is probable that the Company will not be in compliance with certain covenants at measurement dates within twelve months of March 31, 2013. Accordingly, the outstanding debt under the 2007 Credit Facility, the $253 Million Term Loan Facility and the $100 Million Term Loan Facility (as defined in Note 9 — Debt) was reclassified as a current liability in the condensed consolidated balance sheet beginning March 31, 2013 and remained classified as a current liability as of June 30, 2013. This reclassification does not affect the existing waivers, although there can be no assurance that the Company could obtain further waivers upon their expiration. If the Company fails to comply with its covenants under its credit facilities, the Company may also be in default under the Indenture for the 2010 Notes and its interest rate swaps. Accordingly, the 2010 Notes and one swap previously classified as a long-term liability were likewise reclassified as current liabilities in the condensed consolidated balance sheet beginning March 31, 2013 and remained classified as a current liability as of June 30, 2013.

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- Definition The entire disclosure for the nature of an entity's business, the major products or services it sells or provides and its principal markets, including the locations of those markets. If the entity operates in more than one business, the disclosure also indicates the relative importance of its operations in each business and the basis for the determination (for example, assets, revenues, or earnings). + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 275 -SubTopic 10 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=6927468&loc=d3e6003-108592 Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher AICPA -Name Statement of Position (SOP) -Number 94-6 -Paragraph 10 -LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy. + Details
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