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GENERAL INFORMATION | 9 Months Ended
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Sep. 30, 2015
GENERAL INFORMATION |
GENERAL INFORMATION | GENERAL INFORMATIO 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 wholly-owned indirect 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, 2015, is the sole owner of all of the outstanding shares of the following subsidiaries: Genco Ship Management LLC; Genco Investments LLC; Genco RE Investments LLC; and the ship-owning subsidiaries as set forth below. As of September 30, 2015, Genco Ship Management LLC is the sole owner of all of the outstanding shares of Genco Management (USA) Limited. Bankruptcy Filing On April 21, 2014 (the “Petition Date”), GS&T and its subsidiaries other than Baltic Trading Limited (“Baltic Trading”) and its subsidiaries (collectively, the “Debtors”) filed voluntary petitions for relief (the “Chapter 11 Cases”) under Chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”). The Debtors continued to operate their businesses in the ordinary course as “debtors-in-possession” under the jurisdiction of the Bankruptcy Court in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court. Through the Chapter 11 Cases, the Debtors implemented a Prepackaged Plan of Reorganization of the Debtors Pursuant to Chapter 11 of the Bankruptcy Code (the “Prepack Plan”) for which the Company solicited votes from certain classes of its creditors prior to commencement of the Chapter 11 Cases in accordance with the Restructuring Support Agreement that the Debtors entered into with certain of its creditors on April 3, 2014. The Company subsequently emerged from bankruptcy on July 9, 2014 (the “Effective Date”). Refer to 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, for further detail regarding the bankruptcy filing. Merger Agreement with Baltic Trading On April 7, 201 5, the Company entered into a definitive merger agreement with Baltic Trading under which the Company acquired Baltic Trading in a stock-for-stock transaction (the “Merger”). Under the terms of the agreement, Baltic Trading became an indirect wholly-owned subsidiary of the Company, and Baltic Trading shareholders (other than the Company and its subsidiaries) received 0.216 shares of the Company’s common stock for each share of Baltic Trading’s common stock they owned at closing, with fractional shares settled in cash. Upon consummation of the transaction on July 17, 2015, the Company’s shareholders owned approximately 84.5% of the combined company, and former Baltic Trading’s shareholders (other than the Company and its subsidiaries) owned approximately 15.5% of the combined company. Shares of Baltic Trading’s Class B stock (all of which were owned by the Company) were canceled in the Merger. The Company’s common stock began trading on the New York Stock Exchange after consummation of the transaction on July 20, 2015.The Boards of Directors of both the Company and Baltic Trading 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. The Merger was approved on July 17, 2015 at the 2015 Annual Meeting of Shareholders (the “Annual Meeting”). Prior to the completion of the Merger, the Company prepared its condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and consolidated the operations of Baltic Trading. The Baltic Trading common shares that the Company acquired in the Merger were previously recognized as a noncontrolling interest in the condensed consolidated financial statements of the Company. Under U.S. GAAP, changes in a parent’s ownership interest in a subsidiary that do not result in the parent losing control of the subsidiary are considered equity transactions (i.e. transactions with owners in their capacity as owners) with any difference between the amount by which the noncontrolling interest is adjusted and the fair value of the consideration paid attributed to the equity of the parent. Accordingly, any difference between the fair value of the Company’s common shares issued in exchange for Baltic Trading common shares pursuant to the Merger is reflected as an adjustment to the equity in the Company. No gain or loss has been recognized in the Company’s Condensed Consolidated Statement of Comprehensive Income (Loss) upon completion of the transaction. Acquisition of Baltic Lion and Baltic Tiger Additionally, on April 7, 2015, the Company entered into an agreement under which the Company acquired all of the shares of two single-purpose vessel owning entities that were wholly owned by Baltic Trading, each of which owns one Capesize drybulk vessel, specifically the Baltic Lion and Baltic Tiger, 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 the Company. For further details, refer to the “Impairment of vessel assets” Section in Note 2 — Summary of Significant Accounting Policies. These transactions, which closed on April 8, 2015, were accounted for pursuant to accounting guidance under ASC 805, “Business Combinations”, for transactions amongst entities under common control. Accordingly, the difference between the cash paid to Baltic Trading and the Company’s carrying value of the Baltic Lion and Baltic Tiger as of the closing date of $590 is reflected as an adjustment to Additional paid-in capital in the Condensed Consolidated Statements of Equity during the nine months ended September 30, 2015. The independent special committees of both companies’ Boards of Directors reviewed and approved these transactions. Financial Statement Presentation Upon the Company’s emergence from the Chapter 11 Cases on July 9, 2014, the Company adopted fresh-start reporting in accordance with provisions of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 852, “Reorganizations” (“ASC 852”). Upon adoption of fresh-start reporting, the Company’s assets and liabilities were recorded at their value as of the fresh-start reporting date. The fair values of the Company’s assets and liabilities in conformance with ASC 805, “Business Combinations,” as of that date differed materially from the recorded values of its assets and liabilities as reflected in its historical consolidated financial statements. In addition, the Company’s adoption of fresh-start reporting may materially affect its results of operations following the fresh-start reporting dates, as the Company will have a new basis in its assets and liabilities. Consequently, the Company’s historical financial statements may not be reliable indicators of its financial condition and results of operations for any period after it adopted fresh-start reporting. As a result of the adoption of fresh-start reporting, the Company’s consolidated balance sheets and consolidated statements of operations subsequent to July 9, 2014 will not be comparable in many respects to our consolidated balance sheets and consolidated statements of operations prior to July 9, 2014. References to “Successor Company” refer to the Company after July 9, 2014, after giving effect to the application of fresh-start reporting. References to “Predecessor Company” refer to the Company prior to July 9, 2014. Under ASC 852, fresh-start reporting is required upon emergence from Chapter 11 if (i) the value of the assets of the emerging entity immediately before the date of confirmation is less than the total of all post-petition liabilities and allowed claims; and (ii) holders of existing voting shares immediately before confirmation receive less than 50% of the voting shares of the emerging entity. Accordingly, the Company qualified for and adopted fresh-start reporting as of the Effective Date. Adopting fresh-start reporting results in a new reporting entity with no beginning retained earnings or deficit. The cancellation of all existing shares outstanding on the Effective Date and issuance of new shares of the reorganized entity caused a related change of control of the Company under ASC 852. The following fresh-start balance sheet illustrates the financial effects on the Company of the implementation of the Plan and the adoption of fresh-start reporting. This fresh-start balance sheet reflects the effect of the completion of the transactions included in the Plan, including the issuance of equity and the settlement of old indebtedness. The effects of the Plan and fresh-start reporting on the Company’s consolidated balance sheet (as restated) are as follows:
|  | 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.
Other General Information 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 December 31, 2014, Genco Investments LLC owned 6,356,471 shares of Baltic Trading’s Class B Stock, which represented a 10.85% ownership interest in Baltic Trading and 64.60% of the aggregate voting power of Baltic Trading’s outstanding shares of voting stock. As a result of the Merger, Baltic Trading once again became a wholly-owned indirect subsidiary of GS&T. 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.
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 and were provided for an initial term of one year. MEP has the right to cancel provision of 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. On September 30, 2015, under the oversight of an independent committee of our Board of Directors, Genco Management (USA) Limited and MEP entered into certain agreements under which MEP paid $1,000 of the amount of service fees in arrears, a schedule was agreed for payment of the remaining amount in arrears, and the daily service fee was reduced from $750 to $650 per day effective on October 1, 2015. Refer to Note 7 — Related Party Transactions for amounts due from MEP as of September 30, 2015.

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