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GENERAL INFORMATION
9 Months Ended
Sep. 30, 2013
GENERAL INFORMATION [Abstract]  
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 September 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 September 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
 
 
Wholly Owned Subsidiaries
Vessels Acquired
Dwt
Delivery Date
Year Built
 
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 Baltic Trading common stock at an offering price of $3.60 per share.  Baltic Trading received net proceeds of $21,560 after deducting underwriters’ fees and expenses.

On September 25, 2013, Baltic Trading closed an equity offering of 13,800,000 shares of Baltic Trading common stock at an offering price of $4.60 per share.  Baltic Trading received net proceeds of $59,481 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 September 30, 2013 and December 31, 2012, Genco Investments LLC owned 6,103,471 and 5,699,088 shares of Baltic Trading’s Class B Stock, which represented a 13.97% and 24.78% ownership interest in Baltic Trading, respectively, and 70.90% 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 offerings of 6,419,217 on May 28, 2013 and 13,800,000 on September 25, 2013 as noted above, GS&T was issued 128,383 and 276,000 shares, respectively, 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 September 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
 
9/6/2013
 
2010
 
Baltic Hare Limited
 
Baltic Hare
 
31,887
 
9/5/2013
 
2009
 
Baltic Lion Limited
 
Baltic Lion
 
179,185
 
Q4 2013 (1)
 
2012
 
Baltic Tiger Limited
 
Baltic Tiger
 
179,185
 
Q4 2013 (1)
 
2011
 


(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, it is probable that the Company will be unable to make required payments under its credit facilities commencing during the quarter ending March 31, 2014 without modifications to or waivers of the terms of these facilities.  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. 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 September 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 September 30, 2013.