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v3.3.0.814

GENERAL INFORMATION (Tables) | 9 Months Ended
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Sep. 30, 2015
GENERAL INFORMATION |
Schedule of effects of the Plan and fresh-start reporting |
|  | Fresh-Start Adjustments |
|  | Predecessor July 9, 2014 |  | Debt Discharge and Equity Issuance (a) (restated) |  | Reinstatement of Liabilities (b) |  | Revaluation of Assets and Liabilities (c) (restated) |  | Successor July 9, 2014 |
Assets |  |  |  |  |  |  |  |  |  |  |
Current assets: |  |  |  |  |  |  |  |  |  |  |
Cash and cash equivalents |  | $ | 48,551 |  | $ | 87,526 |  | $ | — |  | $ | — |  | $ | 136,077 |
Restricted cash |  | 9,975 |  | — |  | — |  | — |  | 9,975 |
Due from charterers, net |  | 13,194 |  | — |  | — |  | — |  | 13,194 |
Prepaid expenses and other current assets |  | 30,800 |  | — |  | — |  | (41 | ) | 30,759 |
Time charters acquired |  | — |  | — |  | — |  | 450 |  | 450 |
Total current assets |  | 102,520 |  | 87,526 |  | — |  | 409 |  | 190,455 |
Noncurrent assets: |  |  |  |  |  |  |  |  |  |  |
Vessels, net |  | 2,604,731 |  | — |  | — |  | (1,065,882 | ) | 1,538,849 |
Deposits on vessels |  | 28,658 |  | — |  | — |  | 2,317 |  | 30,975 |
Deferred drydock, net |  | 16,584 |  | — |  | — |  | (16,396 | ) | 188 |
Deferred financing costs, net |  | 18,953 |  | (11,893 | ) | — |  | — |  | 7,060 |
Fixed assets, net |  | 4,053 |  | — |  | — |  | (3,443 | ) | 610 |
Other noncurrent assets |  | 514 |  | — |  | — |  | — |  | 514 |
Restricted cash |  | 300 |  | — |  | — |  | — |  | 300 |
Investments |  | 51,804 |  | — |  | — |  | — |  | 51,804 |
Goodwill |  | — |  | — |  | — |  | 166,067 |  | 166,067 |
Total noncurrent assets |  | 2,725,597 |  | (11,893 | ) | — |  | (917,337 | ) | 1,796,367 |
Total assets |  | $ | 2,828,117 |  | $ | 75,633 |  | $ | — |  | $ | (916,928 | ) | $ | 1,986,822 |
Liabilities and Equity |  |  |  |  |  |  |  |  |  |  |
Current liabilities not subject to compromise: |  |  |  |  |  |  |  |  |  |  |
Accounts payable and accrued expenses |  | $ | 60,333 |  | $ | (1,086 | ) | $ | 6,478 |  | $ | — |  | $ | 65,725 |
Current portion of long-term debt |  | 4,250 |  | — |  | 27,992 |  | — |  | 32,242 |
Deferred revenue |  | 997 |  | — |  | — |  | — |  | 997 |
Time charters acquired |  | 16 |  | — |  | — |  | (16 | ) | — |
Total current liabilities not subject to compromise |  | 65,596 |  | (1,086 | ) | 34,470 |  | (16 | ) | 98,964 |
Noncurrent liabilities not subject to compromise: |  |  |  |  |  |  |  |  |  |  |
Long-term lease obligations |  | 2,670 |  | — |  | — |  | (2,670 | ) | — |
Long-term debt |  | 161,500 |  | — |  | 214,289 |  | — |  | 375,789 |
Total noncurrent liabilities not subject to compromises |  | 164,170 |  | — |  | 214,289 |  | (2,670 | ) | 375,789 |
Total liabilities subject to compromise |  | 1,443,446 |  | (1,194,687 | ) | (248,759 | ) | — |  | — |
Total liabilities |  | 1,673,212 |  | (1,195,773 | ) | — |  | (2,686 | ) | 474,753 |
Equity: |  |  |  |  |  |  |  |  |  |  |
Genco Shipping & Trading Limited shareholders’ equity: |  |  |  |  |  |  |  |  |  |  |
Predecessor Common stock |  | 445 |  | (445 | ) | — |  | — |  | — |
Predecessor Additional paid-in capital |  | 849,130 |  | (849,130 | ) | — |  | — |  | — |
Successor Common stock |  | — |  | 603 |  | — |  | — |  | 603 |
Successor Additional paid-in capital |  | — |  | 1,232,397 |  | — |  | — |  | 1,232,397 |
Accumulated other comprehensive income |  | 30,357 |  | (30,357 | ) | — |  | — |  | — |
Retained (deficit) earnings |  | (57,463 | ) | 918,338 |  | — |  | (860,875 | ) | — |
Total Genco Shipping & Trading Limited shareholders’ equity |  | 822,469 |  | 1,271,406 |  | — |  | (860,875 | ) | 1,233,000 |
Noncontrolling interest |  | 332,436 |  | — |  | — |  | (53,367 | ) | 279,069 |
Total equity |  | 1,154,905 |  | 1,271,406 |  | — |  | (914,242 | ) | 1,512,069 |
Total liabilities and equity |  | $ | 2,828,117 |  | $ | 75,633 |  | $ | — |  | $ | (916,928 | ) | $ | 1,986,822 |
| (a) |  | Debt Discharge and Equity Issuance — This column reflects the following adjustments pursuant to the Plan:
| 1. |  | Items comprising the net gain on settlement of liabilities subject to compromise in exchange for equity issuance — see Note 18.
|  | Predecessor |
|  | Period from January 1 to July 9, 2014 |
Discharge of the outstanding debt under the 2007 Credit Facility |  | $ | 1,055,912 |
Discharge of the long-term interest payable due pursuant to the 2007 Credit Facility |  | 13,199 |
Discharge of the 2010 Notes liability |  | 117,473 |
Discharge of coupon interest on the 2010 Notes liability |  | 1,105 |
The elimination of deferred financing fees associated with the discharged obligations |  | (15,383 | )
The elimination of accumulated other comprehensive income related to interest rate swaps associated with the discharged obligations |  | (4,574 | )
Issuance of Successor common stock |  | (1,133,900 | )
Net gain on the discharge of Predecessor liabilities related to liabilities subject to compromise and associated issuance of Successor equity |  | $ | 33,832 |
| 2. |  | Other items associated with the settlement of liabilities subject to compromise:
| · |  | The payment of interest expense accrued up to the Effective Date of $1,772, $59 and $156 for the 2007 Credit Facility, the $100 Million Term Loan Facility and the $253 Million Term Loan Facility, respectively.
| · |  | The pay down on the Effective Date of $1,923 and $5,075 for the $100 Million Term Loan Facility and $253 Million Term Loan Facility, respectively, which were due on the Effective Date as they were not paid during the pendency of the Chapter 11 Cases.
| · |  | The payment of deferred financing fees of $3,490 for the Amended and Restated $100 Million and $253 Million Term Loan Facilities.
| 3. |  | The reclassification to retained (deficit) earnings of $34,931 related to the gain associated with the Company’s investments.
| 4. |  | The reclassification of $900 of initial equity to accounts payable that represents the estimated amount of the notes discharged that will be paid in cash to non-accredited investors.
| 5. |  | The reclassification to retained (deficit) earnings of the Predecessor common stock of $445 and Predecessor additional paid in capital of $849,130.
| 6. |  | Receipt of the proceeds of the $100,000 rights offering pursuant to the Plan.
| (b) |  | Reinstatement of Liabilities — This column reflects the reinstatement of the remaining Liabilities subject to compromise for the Predecessor Company which were not already adjusted in the Debt Discharge and Equity Issuance column. It includes the following adjustments:
| · |  | The reclassification of the debt outstanding under the Amended and Restated $100 Million Term Loan Facility. This includes $7,692 of current long-term debt and $63,946 of long-term debt.
| · |  | The reclassification of the debt outstanding under the Amended and Restated $253 Million Term Loan Facility. This includes $20,300 of current long-term debt and $150,343 of long-term debt.
| · |  | The reinstatement of $5,622 related to the termination of the interest rate swap agreement with DNB Bank ASA.
| · |  | The reinstatement of the $815 lease obligation.
| · |  | The reinstatement of $41 of pre-petition accounts payable due to vendors in the United States.
| (c) |  | Revaluation of Assets and Liabilities — Fresh-start reporting adjustments are made to reflect asset values at their estimated fair value, including:
| · |  | Adjustment of $179 to prepaid amounts for the Predecessor Company.
| · |  | Adjustment to reflect the fair value of time charters acquired of $434.
| · |  | Adjustment of $1,083,404 to reflect the fair value of vessel assets, vessel deposits, drydocking assets and other fixed assets as of the Effective Date. The portion of the asset revaluation associated with Baltic Trading’s noncontrolling interest in the amount of $74,355 was reflected as a reduction of noncontrolling interest.
| · |  | Adjustment of $2,670 to reflect the fair value of the Company’s current lease agreement, which was previously recorded as long-term lease obligations. As of the Effective Date, the lease agreement has been valued at below market; therefore, we have recorded in “Prepaid expenses and other current assets” an asset of $138, which will be amortized over the remaining life of the lease agreement.
| · |  | Goodwill in the amount of $166,067 was recognized, which represents the portion of the total reorganization value that was not attributed to specific tangible or identifiable intangible assets. The portion of the goodwill recognized in relation to Baltic Trading noncontrolling interest in the amount of $24,022 was reflected as an increase in noncontrolling interest. A summary of the allocation of the reorganization value to the fair value of the Successor Company net assets, including goodwill, is as follows:
|  |  |  | Total |
Reorganization Value |  |  |  |  |
Value of shares issued to pre-petition claimants |  | $ | 1,133,000 |  |  |
Proceeds of rights offering |  | 100,000 |  | $ | 1,233,000 |
Estimated fair value of debt |  |  |  |  |
Current portion of long-term debt |  | 32,242 |  |  |
Long term debt |  | 375,789 |  | 408,031 |
Estimated fair value of non-debt liabilities |  |  |  |  |
Deferred revenue |  | 997 |  |  |
Accounts payable and accrued expenses |  | 65,725 |  | 66,722 |
Noncontrolling interest |  |  |  | 279,069 |
Reorganization value of assets |  |  |  | 1,986,822 |
Estimated fair value of assets (excluding goodwill) (a) |  |  |  | (1,820,755 | )
Reorganization value of assets in excess of fair value — goodwill (b) |  |  |  | $ | 166,067 |
| (a) |  | Estimated fair value of assets (excluding goodwill) consists of:
Total current assets |  | $ | 190,455 |
Vessels, net |  | 1,538,849 |
Deposits on vessels |  | 30,975 |
Deferred drydock, net |  | 188 |
Deferred financing costs, net |  | 7,060 |
Fixed assets, net |  | 610 |
Other noncurrent assets |  | 514 |
Restricted cash |  | 300 |
Investments |  | 51,804 |
Total assets excluding goodwill |  | $ | 1,820,755 |
| (b) |  | The goodwill recognized by the Predecessor Company during the period from January 1 to July 9, 2014 was subsequently deemed impaired during the three months ended December 31, 2014.
| · |  | The total reduction of $53,367 in noncontrolling interest is due to the adjustment of the fair value of the noncontrolling interest derived from the Baltic Trading asset revaluation and goodwill described above and an additional revaluation adjustment of $3,034. The revalued noncontrolling interest was determined based on a relative fair value allocation of Baltic Trading’s estimated equity value as July 8, 2014, which multiplied the percentage of Baltic Trading’s equity ownership attributable to non-controlling interests by the estimated equity value of Baltic Trading as of such date. The estimated equity value of Baltic Trading as of such date was determined by multiplying the closing price of Baltic Trading’s publicly traded common stock by the total number of shares of Baltic Trading’s common stock and Class B stock outstanding on July 8, 2014.
Schedule of the net gain on settlement of liabilities subject to compromise in exchange for equity issuance |
|  | Predecessor |
|  | Period from January 1 to July 9, 2014 |
Discharge of the outstanding debt under the 2007 Credit Facility |  | $ | 1,055,912 |
Discharge of the long-term interest payable due pursuant to the 2007 Credit Facility |  | 13,199 |
Discharge of the 2010 Notes liability |  | 117,473 |
Discharge of coupon interest on the 2010 Notes liability |  | 1,105 |
The elimination of deferred financing fees associated with the discharged obligations |  | (15,383 | )
The elimination of accumulated other comprehensive income related to interest rate swaps associated with the discharged obligations |  | (4,574 | )
Issuance of Successor common stock |  | (1,133,900 | )
Net gain on the discharge of Predecessor liabilities related to liabilities subject to compromise and associated issuance of Successor equity |  | $ | 33,832 |
Summary of allocation of the reorganization value to the fair value of the Successor Company net assets, including goodwill |
|  |  |  | Total |
Reorganization Value |  |  |  |  |
Value of shares issued to pre-petition claimants |  | $ | 1,133,000 |  |  |
Proceeds of rights offering |  | 100,000 |  | $ | 1,233,000 |
Estimated fair value of debt |  |  |  |  |
Current portion of long-term debt |  | 32,242 |  |  |
Long term debt |  | 375,789 |  | 408,031 |
Estimated fair value of non-debt liabilities |  |  |  |  |
Deferred revenue |  | 997 |  |  |
Accounts payable and accrued expenses |  | 65,725 |  | 66,722 |
Noncontrolling interest |  |  |  | 279,069 |
Reorganization value of assets |  |  |  | 1,986,822 |
Estimated fair value of assets (excluding goodwill) (a) |  |  |  | (1,820,755 | )
Reorganization value of assets in excess of fair value — goodwill (b) |  |  |  | $ | 166,067 |
| (a) |  | Estimated fair value of assets (excluding goodwill) consists of:
Total current assets |  | $ | 190,455 |
Vessels, net |  | 1,538,849 |
Deposits on vessels |  | 30,975 |
Deferred drydock, net |  | 188 |
Deferred financing costs, net |  | 7,060 |
Fixed assets, net |  | 610 |
Other noncurrent assets |  | 514 |
Restricted cash |  | 300 |
Investments |  | 51,804 |
Total assets excluding goodwill |  | $ | 1,820,755 |
| (b) |  | The goodwill recognized by the Predecessor Company during the period from January 1 to July 9, 2014 was subsequently deemed impaired during the three months ended December 31, 2014.
Schedule of estimated fair value of assets excluding goodwill |
Total current assets |  | $ | 190,455 |
Vessels, net |  | 1,538,849 |
Deposits on vessels |  | 30,975 |
Deferred drydock, net |  | 188 |
Deferred financing costs, net |  | 7,060 |
Fixed assets, net |  | 610 |
Other noncurrent assets |  | 514 |
Restricted cash |  | 300 |
Investments |  | 51,804 |
Total assets excluding goodwill |  | $ | 1,820,755 |
| (b) |  | The goodwill recognized by the Predecessor Company during the period from January 1 to July 9, 2014 was subsequently deemed impaired during the three months ended December 31, 2014.
Schedule of wholly owned ship-owning subsidiaries | Below is the list of the Company’s wholly owned ship-owning subsidiaries as of September 30, 2015:
Wholly Owned Subsidiaries |  | Vessel 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 |
Baltic Lion Limited |  | Baltic Lion |  | 179,185 |  | 4/8/15 (1) |  | 2012 |
Baltic Tiger Limited |  | Genco Tiger |  | 179,185 |  | 4/8/15 (1) |  | 2011 |
Baltic Leopard Limited |  | Baltic Leopard |  | 53,447 |  | 4/8/10 (2) |  | 2009 |
Baltic Panther Limited |  | Baltic Panther |  | 53,351 |  | 4/29/10 (2) |  | 2009 |
Baltic Cougar Limited |  | Baltic Cougar |  | 53,432 |  | 5/28/10 (2) |  | 2009 |
Wholly Owned Subsidiaries |  | Vessel Acquired |  | Dwt |  | Delivery Date |  | Year Built |
Baltic Jaguar Limited |  | Baltic Jaguar |  | 53,474 |  | 5/14/10 (2) |  | 2009 |
Baltic Bear Limited |  | Baltic Bear |  | 177,717 |  | 5/14/10 (2) |  | 2010 |
Baltic Wolf Limited |  | Baltic Wolf |  | 177,752 |  | 10/14/10 (2) |  | 2010 |
Baltic Wind Limited |  | Baltic Wind |  | 34,409 |  | 8/4/10 (2) |  | 2009 |
Baltic Cove Limited |  | Baltic Cove |  | 34,403 |  | 8/23/10 (2) |  | 2010 |
Baltic Breeze Limited |  | Baltic Breeze |  | 34,386 |  | 10/12/10 (2) |  | 2010 |
Baltic Fox Limited |  | Baltic Fox |  | 31,883 |  | 9/6/13 (2) |  | 2010 |
Baltic Hare Limited |  | Baltic Hare |  | 31,887 |  | 9/5/13 (2) |  | 2009 |
Baltic Hornet Limited |  | Baltic Hornet |  | 63,574 |  | 10/29/14 (2) |  | 2014 |
Baltic Wasp Limited |  | Baltic Wasp |  | 63,389 |  | 1/2/15 (2) |  | 2015 |
Baltic Scorpion Limited |  | Baltic Scorpion |  | 63,462 |  | 8/6/15 (2) |  | 2015 |
Baltic Mantis Limited |  | Baltic Mantis |  | 63,470 |  | 10/9/15 (2) |  | 2015 |
| (1) |  | The delivery date for these vessels represents the date that the vessel was purchased from Baltic Trading.
| (2) |  | The delivery date for these vessels represents the date that Baltic Trading purchased the vessel.

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