UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

⌧

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

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

For the quarterly period ended September 30, ~~2019~~2020

◻

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

☐~~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 001-33393

GENCO SHIPPING & TRADING LIMITED

(Exact name of registrant as specified in its charter)

Republic of the Marshall Islands

~~98-043-9758~~98-0439758

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

299 Park Avenue ~~12th~~, 12th Floor, New York, New York10171

(Address of principal executive offices) (Zip Code)

~~(646)~~ (646) 443-8550

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of exchange on which registered
Common stock, par value $0.01 per share	GNK	New York Stock Exchange (NYSE)

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 ☒⌧ No ☐◻

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes ☒⌧ No ☐◻

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


Large accelerated filer ◻	Accelerated filer ⌧	Non-accelerated filer ◻	Smaller reporting company ⌧
~~Large accelerated filer~~ ☐	~~Accelerated filer~~ ☒	~~Non-accelerated filer~~ ☐	~~Smaller reporting company~~ ☒
			Emerging growth company ☐◻

If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards pursuant to Section 13(a) of the Exchange Act ☐◻

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

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ☒⌧ No ☐◻

~~Securities registered pursuant to Section 12(b) of the Act:~~


~~Title of each class~~	~~Trading Symbol(s)~~	~~Name of exchange on which registered~~
~~Common stock, par value $0.01 per share~~	~~GNK~~	~~New York Stock Exchange (NYSE)~~

The number of shares outstanding of each of the issuer’s classes of common stock, as of November ~~7, 2019:~~4, 2020: Common stock, par value $0.01 per share — ~~41,754,413~~41,801,753 shares.

Website Information

We intend to use our website, www.GencoShipping.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 section. Accordingly, investors should monitor the Investor 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 submit your e-mail address at the Investor Relations Home page of the Investor section of our website. 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.

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Genco Shipping & Trading Limited

Condensed Consolidated Balance Sheets as of September 30, ~~2019~~2020 and December 31, ~~2018~~2019

(U.S. Dollars in thousands, except for share and per share data)

(Unaudited)

September 30,

December 31,


2019

2018





Assets

Current assets:

Cash and cash equivalents

$
165,876

$
197,499

Restricted cash

—

4,947

Due from charterers, net of a reserve of $1,257 and $669, respectively

20,391

22,306

Prepaid expenses and other current assets

9,996

10,449

Inventories

22,982

29,548

Vessels held for sale

21,819

5,702

Total current assets

241,064

270,451

Noncurrent assets:

Vessels, net of accumulated depreciation of $272,074 and $244,529, respectively

1,290,741

1,344,870

Deferred drydock, net of accumulated amortization of $11,860 and $13,553 respectively

16,039

9,544

Fixed assets, net of accumulated depreciation and amortization of $1,789 and $1,281, respectively

5,229

2,290

Operating lease right-of-use assets

8,576

—

Restricted cash

315

315

Total noncurrent assets

1,320,900

1,357,019

Total assets

$
1,561,964

$
1,627,470

Liabilities and Equity

Current liabilities:

Accounts payable and accrued expenses

$
41,145

$
29,143

Current portion of long-term debt

70,111

66,320

Deferred revenue

6,325

6,404

Current operating lease liabilities

1,655

—

Total current liabilities:

119,236

101,867

Noncurrent liabilities:

Long-term operating lease liabilities

10,253

—

Deferred rent

—

3,468

Long-term debt, net of deferred financing costs of $14,054 and $16,272, respectively

434,440

468,828

Total noncurrent liabilities

444,693

472,296

Total liabilities

563,929

574,163

Commitments and contingencies (Note 14)

Equity:

Common stock, par value $0.01; 500,000,000 shares authorized; 41,656,947 and 41,644,470 shares issued and outstanding at September 30, 2019 and December 31, 2018, respectively

416

416

Additional paid-in capital

1,741,759

1,740,163

Retained deficit

(744,140)

(687,272)

Total equity

998,035

1,053,307

Total liabilities and equity

$
1,561,964

$
1,627,470


	September 30,		December 31,
	2020		2019

Assets
Current assets:
Cash and cash equivalents	$	136,233	$	155,889
Restricted cash		24,227		6,045
Due from charterers, net of a reserve of $456 and $1,064, respectively		10,906		13,701
Prepaid expenses and other current assets		9,014		10,049
Inventories		21,159		27,208
Vessels held for sale		20,889		10,303
Total current assets		222,428		223,195

Noncurrent assets:
Vessels, net of accumulated depreciation of $247,761 and $288,373, respectively		1,062,888		1,273,861
Deferred drydock, net of accumulated amortization of $8,067 and $11,862 respectively		17,157		17,304
Fixed assets, net of accumulated depreciation and amortization of $2,406 and $2,154, respectively		7,534		5,976
Operating lease right-of-use assets		7,225		8,241
Restricted cash		315		315
Total noncurrent assets		1,095,119		1,305,697

Total assets	$	1,317,547	$	1,528,892

Liabilities and Equity
Current liabilities:
Accounts payable and accrued expenses	$	22,973	$	49,604
Current portion of long-term debt		80,642		69,747
Deferred revenue		8,318		6,627
Current operating lease liabilities		1,742		1,677
Total current liabilities:		113,675		127,655

Noncurrent liabilities:
Long-term operating lease liabilities		8,511		9,826
Long-term debt, net of deferred financing costs of $10,650 and $13,094, respectively		384,141		412,983
Total noncurrent liabilities		392,652		422,809

Total liabilities		506,327		550,464

Commitments and contingencies (Note 12)

Equity:
Common stock, par value $0.01; 500,000,000 shares authorized; 41,801,753 and 41,754,413 shares issued and outstanding at September 30, 2020 and December 31, 2019, respectively		418		417
Additional paid-in capital		1,713,711		1,721,268
Accumulated deficit		(902,909)		(743,257)
Total equity		811,220		978,428
Total liabilities and equity	$	1,317,547	$	1,528,892

See accompanying notes to condensed consolidated financial statements.

Genco Shipping & Trading Limited

Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, ~~2019~~2020 and ~~2018~~2019

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

(Unaudited)

For the Three Months Ended

For the Nine Months Ended

September 30,

September 30,


2019

2018

2019

2018

Revenues:

Voyage revenues

$
103,776

$
92,263

$
280,790

$
255,336

Total revenues

103,776

92,263

280,790

255,336

Operating expenses:

Voyage expenses

42,967

31,475

127,789

78,551

Vessel operating expenses

24,711

25,155

72,260

72,642

Charter hire expenses

5,475

723

12,743

1,231

General and administrative expenses (inclusive of nonvested stock amortization expense of $575, $644, $1,596 and $1,776, respectively)

6,144

5,033

18,253

16,761

Technical management fees

1,885

2,028

5,710

5,926

Depreciation and amortization

18,184

17,269

54,532

50,605

Impairment of vessel assets

12,182

—

26,078

56,586

Gain on sale of vessels

—

(1,509)

(611)

(1,509)

Total operating expenses

111,548

80,174

316,754

280,793

Operating (loss) income

(7,772)

12,089

(35,964)

(25,457)

Other (expense) income:

Other income

86

213

523

272

Interest income

892

1,062

3,292

2,743

Interest expense

(7,797)

(7,656)

(24,496)

(24,249)

Impairment of right-of-use asset

—

—

(223)

—

Loss on debt extinguishment

—

—

—

(4,533)

Other expense

(6,819)

(6,381)

(20,904)

(25,767)

Net (loss) income

$
(14,591)

$
5,708

$
(56,868)

$
(51,224)

Net (loss) earnings per share-basic

$
(0.35)

$
0.14

$
(1.36)

$
(1.37)

Net (loss) earnings per share-diluted

$
(0.35)

$
0.14

$
(1.36)

$
(1.37)

Weighted average common shares outstanding-basic

41,749,200

41,618,187

41,739,287

37,263,200

Weighted average common shares outstanding-diluted

41,749,200

41,821,008

41,739,287

37,263,200


	For the Three Months Ended				For the Nine Months Ended
	September 30,				September 30,
	2020		2019		2020		2019
Revenues:
Voyage revenues	$	87,524	$	103,776	$	260,066	$	280,790

Total revenues		87,524		103,776		260,066		280,790

Operating expenses:
Voyage expenses		33,487		42,967		123,550		127,789
Vessel operating expenses		23,460		24,711		66,332		72,260
Charter hire expenses		1,020		5,475		5,527		12,743
General and administrative expenses (inclusive of nonvested stock amortization expense of $534, $575, $1,491 and $1,596, respectively)		5,115		6,144		16,353		18,253
Technical management fees		1,739		1,885		5,316		5,710
Depreciation and amortization		16,115		18,184		49,619		54,532
Impairment of vessel assets		21,896		12,182		134,710		26,078
Loss (gain) on sale of vessels		358		—		844		(611)

Total operating expenses		103,190		111,548		402,251		316,754

Operating loss		(15,666)		(7,772)		(142,185)		(35,964)

Other (expense) income:
Other (expense) income		(436)		86		(900)		523
Interest income		101		892		948		3,292
Interest expense		(5,097)		(7,797)		(17,515)		(24,496)
Impairment of right-of-use asset		—		—		—		(223)

Other expense		(5,432)		(6,819)		(17,467)		(20,904)

Net loss	$	(21,098)	$	(14,591)	$	(159,652)	$	(56,868)

Net loss per share-basic	$	(0.50)	$	(0.35)	$	(3.81)	$	(1.36)
Net loss per share-diluted	$	(0.50)	$	(0.35)	$	(3.81)	$	(1.36)
Weighted average common shares outstanding-basic		41,928,682		41,749,200		41,898,756		41,739,287
Weighted average common shares outstanding-diluted		41,928,682		41,749,200		41,898,756		41,739,287

See accompanying notes to condensed consolidated financial statements.

Genco Shipping & Trading Limited

Condensed Consolidated Statements of Comprehensive ~~(Loss) Income~~Loss

For the Three and Nine Months Ended September 30, ~~2019~~2020 and ~~2018~~2019

(U.S. Dollars in Thousands)

(Unaudited)

For the Three Months Ended

For the Nine Months Ended

September 30,

September 30,


2019

2018

2019

2018

Net (loss) income

$
(14,591)

$
5,708

$
(56,868)

$
(51,224)

Other comprehensive income

—

—

—

—

Comprehensive (loss) income

$
(14,591)

$
5,708

$
(56,868)

$
(51,224)


	For the Three Months Ended				For the Nine Months Ended
	September 30,				September 30,
	2020		2019		2020		2019

Net loss	$	(21,098)	$	(14,591)	$	(159,652)	$	(56,868)

Other comprehensive income		0		0		0		0

Comprehensive loss	$	(21,098)	$	(14,591)	$	(159,652)	$	(56,868)

See accompanying notes to condensed consolidated financial statements.

Genco Shipping & Trading Limited

Condensed Consolidated Statements of Equity

For the Three and Nine Months Ended September 30, ~~2019~~2020 and ~~2018~~2019

(U.S. Dollars in Thousands)

~~(Unaudited)~~


			Additional
	Common		Paid-in		Accumulated
	Stock		Capital		Deficit		Total Equity
Balance — January 1, 2020	$	417	$	1,721,268	$	(743,257)	$	978,428

Net loss						(120,350)		(120,350)

Issuance of 47,341 shares of vested RSUs, net of forfeitures of 1,490 shares		1		(1)				—

Cash dividends declared ($0.175 per share)				(7,363)				(7,363)

Nonvested stock amortization				481				481

Balance — March 31, 2020	$	418	$	1,714,385	$	(863,607)	$	851,196

Net loss						(18,204)		(18,204)

Cash dividends declared ($0.02 per share)				(842)				(842)

Nonvested stock amortization				476				476

Balance — June 30, 2020	$	418	$	1,714,019	$	(881,811)	$	832,626

Net loss						(21,098)		(21,098)

Cash dividends declared ($0.02 per share)				(842)				(842)

Nonvested stock amortization				534				534

Balance — September 30, 2020	$	418	$	1,713,711	$	(902,909)	$	811,220

Additional

Common

Paid-in

Retained

Stock

Capital

Deficit

Total Equity

Balance — January 1, 2019

$
416

$
1,740,163

$
(687,272)

$
1,053,307

Net loss

(7,801)

(7,801)

Issuance of 12,477 shares of vested RSUs

—

—

—

Nonvested stock amortization

452

452

Balance — March 31, 2019

$
416

$
1,740,615

$
(695,073)

$
1,045,958

Net loss

(34,476)

(34,476)

Nonvested stock amortization

569

569

Balance — June 30, 2019

$
416

$
1,741,184

$
(729,549)

$
1,012,051

Net loss

(14,591)

(14,591)

Nonvested stock amortization

575

575

Balance — September 30, 2019

$
416

$
1,741,759

$
(744,140)

$
998,035

Table of Contents

Additional

Common

Paid-in

Retained

Stock

Capital

Deficit

Total Equity

Balance — January 1, 2018

$
345

$
1,628,355

$
(654,332)

$
974,368

Net loss

(55,813)

(55,813)

Nonvested stock amortization

493

493

Balance — March 31, 2018

$
345

$
1,628,848

$
(710,145)

$
919,048

Net loss

(1,118)

(1,118)

Issuance of 7,015,000 shares of common stock

70

109,605

109,675

Nonvested stock amortization

638

638

Balance — June 30, 2018

$
415

$
1,739,091

$
(711,263)

$
1,028,243

Net income

5,707

5,707

Issuance of 7,015,000 shares of common stock

(12)

(12)

Nonvested stock amortization

645

645

Balance — September 30, 2018

$
415

$
1,739,724

$
(705,556)

$
1,034,583


			Additional
	Common		Paid-in		Accumulated
	Stock		Capital		Deficit		Total Equity
Balance — January 1, 2019	$	416	$	1,740,163	$	(687,272)	$	1,053,307

Net loss						(7,801)		(7,801)

Issuance of 12,477 shares of vested RSUs		—		—				—

Nonvested stock amortization				452				452

Balance — March 31, 2019	$	416	$	1,740,615	$	(695,073)	$	1,045,958

Net loss						(34,476)		(34,476)

Nonvested stock amortization				569				569

Balance — June 30, 2019	$	416	$	1,741,184	$	(729,549)	$	1,012,051

Net loss						(14,591)		(14,591)

Nonvested stock amortization				575				575

Balance — September 30, 2019	$	416	$	1,741,759	$	(744,140)	$	998,035

See accompanying notes to condensed consolidated financial statements.

Genco Shipping & Trading Limited

Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, ~~2019~~2020 and ~~2018~~2019

(U.S. Dollars in Thousands)

(Unaudited)

For the Nine Months Ended

September 30,

2019

2018

Cash flows from operating activities:

Net loss

$
(56,868)

$
(51,224)

Adjustments to reconcile net loss to net cash provided by operating activities:

Depreciation and amortization

54,532

50,605

Amortization of deferred financing costs

2,828

2,110

Payment of PIK interest

—

(5,341)

Noncash operating lease expense

911

—

Amortization of nonvested stock compensation expense

1,596

1,776

Impairment of right-of-use asset

223

—

Impairment of vessel assets

26,078

56,586

Gain on sale of vessels

(611)

(1,509)

Loss on debt extinguishment

—

4,533

Insurance proceeds for protection and indemnity claims

413

268

Insurance proceeds for loss of hire claims

—

58

Change in assets and liabilities:

Decrease (increase) in due from charterers

1,915

(6,329)

Increase in prepaid expenses and other current assets

(655)

(5,966)

Decrease (increase) in inventories

6,566

(14,647)

Decrease in other noncurrent assets

—

514

Increase in accounts payable and accrued expenses

5,061

8,169

(Decrease) increase in deferred revenue

(79)

5,017

Decrease in operating lease liabilities

(1,187)

—

Increase in deferred rent

—

988

Deferred drydock costs incurred

(11,965)

(2,233)

Net cash provided by operating activities

28,758

43,375

��

Cash flows from investing activities:

Purchase of vessels, including deposits

(10,392)

(239,695)

Purchase of scrubbers (capitalized in Vessels)

(24,736)

—

Purchase of other fixed assets

(3,590)

(888)

Net proceeds from sale of vessels

6,309

10,626

Insurance proceeds for hull and machinery claims

612

3,466

Net cash used in investing activities

(31,797)

(226,491)

Cash flows from financing activities:

Proceeds from the $108 Million Credit Facility

—

108,000

Repayments on the $108 Million Credit Facility

(4,740)

—

Proceeds from $495 Million Credit Facility

21,500

460,000

Repayments on the $495 Million Credit Facility

(49,575)

—

Repayments on the $400 Million Credit Facility

—

(399,600)

Repayments on the $98 Million Credit Facility

—

(93,939)

Repayments on the 2014 Term Loan Facilities

—

(25,544)

Payment of debt extinguishment costs

—

(2,962)

Proceeds from issuance of common stock

—

110,249

Payment of common stock issuance costs

(105)

(496)

Payment of deferred financing costs

(611)

(11,499)

Net cash (used in) provided by financing activities

(33,531)

144,209

Net decrease in cash, cash equivalents and restricted cash

(36,570)

(38,907)

Cash, cash equivalents and restricted cash at beginning of period

202,761

204,946

Cash, cash equivalents and restricted cash at end of period

$
166,191

$
166,039


	For the Nine Months Ended
	September 30,
	2020		2019
Cash flows from operating activities:
Net loss	$	(159,652)	$	(56,868)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		49,619		54,532
Amortization of deferred financing costs		2,906		2,828
Noncash operating lease expense		1,016		911
Amortization of nonvested stock compensation expense		1,491		1,596
Impairment of right-of-use asset		—		223
Impairment of vessel assets		134,710		26,078
Loss (gain) on sale of vessels		844		(611)
Insurance proceeds for protection and indemnity claims		330		413
Insurance proceeds for loss of hire claims		78		—
Change in assets and liabilities:
Decrease in due from charterers		2,795		1,915
Decrease (increase) in prepaid expenses and other current assets		143		(655)
Decrease in inventories		6,049		6,566
(Decrease) increase in accounts payable and accrued expenses		(17,956)		5,061
Increase (decrease) in deferred revenue		1,691		(79)
Decrease in operating lease liabilities		(1,250)		(1,187)
Deferred drydock costs incurred		(6,799)		(11,965)
Net cash provided by operating activities		16,015		28,758

Cash flows from investing activities:
Purchase of vessels and ballast water treatment systems, including deposits		(3,379)		(10,392)
Purchase of scrubbers (capitalized in Vessels)		(10,948)		(24,736)
Purchase of other fixed assets		(3,684)		(3,590)
Net proceeds from sale of vessels		29,854		6,309
Insurance proceeds for hull and machinery claims		484		612
Net cash provided by (used in) investing activities		12,327		(31,797)

Cash flows from financing activities:
Proceeds from the $133 Million Credit Facility		24,000		—
Repayments on the $133 Million Credit Facility		(5,660)		(4,740)
Proceeds from the $495 Million Credit Facility		11,250		21,500
Repayments on the $495 Million Credit Facility		(49,981)		(49,575)
Payment of common stock issuance costs		—		(105)
Cash dividends paid		(8,963)		—
Payment of deferred financing costs		(462)		(611)
Net cash used in financing activities		(29,816)		(33,531)

Net decrease in cash, cash equivalents and restricted cash		(1,474)		(36,570)

Cash, cash equivalents and restricted cash at beginning of period		162,249		202,761
Cash, cash equivalents and restricted cash at end of period	$	160,775	$	166,191

See accompanying notes to condensed consolidated financial statements.

Genco Shipping & 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 Genco Shipping & Trading Limited (“GS&T”) and its direct and indirect wholly-owned subsidiaries (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~~vessels and operates in 1 business segment.

At September 30, 2020, the Company’s fleet consists of 51 drybulk vessels, including 17 Capesize drybulk carriers, 6 Ultramax drybulk carriers, 20 Supramax drybulk carriers and 8 Handysize drybulk carriers, with an aggregate carrying capacity of approximately 4,768,900 dwt and an average age of approximately 10.3 years.

In March 2020, the World Health Organization declared the outbreak of a novel coronavirus strain, or COVID-19, to be a pandemic. The COVID-19 pandemic is ~~incorporated under~~having widespread, rapidly evolving, and unpredictable impacts on global society, economies, financial markets, and business practices. Governments have implemented measures in an effort to contain the ~~laws~~virus, including social distancing, travel restrictions, border closures, limitations on public gatherings, working from home, supply chain logistical changes, and closure of non-essential businesses. This has led to a significant slowdown in overall economic activity levels globally and a decline in demand for certain of the ~~Marshall Islands,~~raw materials that our vessels transport.

At present, it is not possible to ascertain any future impact of COVID-19 on the Company’s operational and ~~as of September 30, 2019, is~~financial performance, which may take some time to materialize and may not be fully reflected in the ~~direct~~results for 2020. However, an increase in the severity or ~~indirect owner of all~~duration or a resurgence of the ~~outstanding shares or limited liability company interests~~COVID-19 pandemic could have a material adverse effect on the Company’s business, results of operations, cash flows, financial condition, the ~~following~~ ~~subsidiaries: Genco Ship Management LLC; Genco Investments LLC; Genco RE Investments LLC; Genco Shipping Pte. Ltd.; Genco Shipping A/S; Baltic~~ ~~Trading Limited (“Baltic Trading”); and the ship-owning subsidiaries as set forth below under “Other General Information.”~~

On June 19, 2018, the Company closed an equity offering of 7,015,000 shares of common stock at an offering price of $16.50 per share. The Company received net proceeds of $109,648 after deducting underwriters’ discounts and commissions and other expenses.

~~Other General Information~~

~~Below is the list~~carrying value of the Company’s ~~wholly owned ship-owning subsidiaries as~~assets, the fair values of ~~September 30, 2019:~~the Company’s vessels, and the Company’s ability to pay dividends.

Wholly Owned Subsidiaries

Vessel Acquired

Dwt

Delivery Date

Year Built

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
(3)
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
(4)
2006

Genco Constantine Limited

Genco Constantine

180,183

2/21/08

2008

Genco Raptor LLC

Genco Raptor

76,499

6/23/08

2007

Genco Thunder LLC

Genco Thunder

76,588

9/25/08

2007

Genco Hadrian Limited

Genco Hadrian

169,025

12/29/08

2008

Genco Commodus Limited

Genco Commodus

169,098

7/22/09

2009

Genco Maximus Limited

Genco Maximus

169,025

9/18/09

2009

Genco Claudius Limited

Genco Claudius

169,001

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

58,018

8/31/10

2009

Genco Auvergne Limited

Genco Auvergne

58,020

8/16/10

2009

Genco Bourgogne Limited

Genco Bourgogne

58,018

8/24/10

2010

Genco Brittany Limited

Genco Brittany

58,018

9/23/10

2010

Genco Languedoc Limited

Genco Languedoc

58,018

9/29/10

2010

Genco Loire Limited

Genco Loire

53,430

8/4/10

2009

Genco Lorraine Limited

Genco Lorraine

53,417

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

58,018

8/10/10

2010

Genco Rhone Limited

Genco Rhone

58,018

3/29/11

2011

Genco Weatherly Limited

Genco Weatherly

61,556

7/26/18

2014

Genco Columbia Limited

Genco Columbia

60,294

9/10/18

2016

Genco Endeavour Limited

Genco Endeavour

181,060

8/15/18

2015

Genco Resolute Limited

Genco Resolute

181,060

8/14/18

2015

Genco Defender Limited

Genco Defender

180,021

9/6/18

2016

Wholly Owned Subsidiaries

Vessel Acquired

Dwt

Delivery Date

Year Built

Genco Liberty Limited

Genco Liberty

180,032

9/11/18

2016

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

53,446

4/8/10
(2)
2009

Baltic Panther Limited

Baltic Panther

53,350

4/29/10
(2)
2009

Baltic Cougar Limited

Baltic Cougar

53,432

5/28/10
(2)
2009

Baltic Jaguar Limited

Baltic Jaguar

53,473

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

34,408

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

2015

Baltic Mantis Limited

Baltic Mantis

63,470

10/9/15

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 the vessel was delivered to Baltic Trading.~~

~~(3)~~

~~The Genco Challenger was sold on October 10, 2019. Refer to Note 17~~ — ~~Subsequent Events.~~

~~(4)~~

~~The Genco Champion was sold on October 21, 2019. Refer to Note 17~~ — ~~Subsequent Events.~~

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 includes the accounts of GS&T and its direct and indirect wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.

Basis of presentation

The accompanying condensed consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial information and the rules and regulations 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, ~~2018~~2019 (the ~~“2018~~“2019 10-K”). The results of operations for the three and nine months ended September 30, ~~2019~~2020 are not necessarily indicative of the operating results to be expected for the year ending December 31, ~~2019.~~2020.

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include vessel valuations, the valuation of amounts due from charterers, ~~performance claims,~~ residual value of vessels, useful life of vessels and the fair value of derivative instruments, if any. Actual results could differ from those estimates.

~~Segment reporting~~

The Company reports financial information and evaluates its operations by voyage revenues and not by the length of ship employment for its customers, i.e., spot or time charters. Each of the Company’s vessels serve the same type of customer, have similar operations and maintenance requirements, operate in the same regulatory environment,

and are subject to similar economic characteristics. Based on this, the Company has determined that it operates in one reportable segment, the ocean transportation of drybulk cargoes worldwide through the ownership and operation of drybulk carrier vessels.

Restricted cash

Current and non-current restricted cash includes cash that is restricted pursuant to our credit facilities. ~~Refer to Note 7 — Debt.~~ The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the Condensed Consolidated Balance Sheets that sum to the total of the same amounts shown in the Condensed Consolidated Statements of Cash Flows:


	September 30,		December 31,		September 30,		December 31,
	2019		2018		2018		2017

									September 30,		December 31,
									2020		2019
Cash and cash equivalents	$	165,876	$	197,499	$	165,724	$	174,479	$	136,233	$	155,889
Restricted cash - current		—		4,947		—		7,234		24,227		6,045
Restricted cash - noncurrent		315		315		315		23,233		315		315


Cash, cash equivalents and restricted cash	$	166,191	$	202,761	$	166,039	$	204,946	$	160,775	$	162,249

Vessels held for sale

The Company’s Board of Directors has approved a strategy of divesting specifically identified older, less fuel-efficient vessels as part of a fleet renewal program to streamline and modernize the Company’s fleet.

On ~~August 2, 2019,~~March 20, 2020, the Company entered into an agreement to sell the Genco Bay. Additionally, on September ~~20, 2019~~17, 2020 and September 25, ~~2019~~2020, the Company entered into agreements to sell the Genco ~~Challenger, the Genco Champion~~Normandy and ~~the Genco Thunder, respectively, and the~~Baltic Jaguar, respectively. The relevant vessel assets have been classified as held for sale in the Condensed Consolidated Balance Sheet as of September 30, ~~2019.~~ 2020. The Genco Bay was sold on October 1, 2020, the Baltic Jaguar was sold on October 16, 2020 and the Genco Normandy is expected to be sold during the fourth quarter of 2020. Refer to Note 4 — Vessel Acquisitions and Dispositions for details of the ~~agreement.~~agreements.

On ~~November~~ ~~23, 2018,~~September 25, 2019, the Company ~~reached~~entered into an agreement to sell the Genco ~~Vigour,~~Thunder, and the relevant vessel assets have been classified as held for sale in the Condensed Consolidated Balance Sheet as of December 31, ~~2018.~~2019. This vessel was sold on ~~January 28, 2019.~~March 5, 2020. Refer to Note 4 — Vessel Acquisitions and Dispositions for ~~further information.~~

~~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, including the purchase of exhaust gas cleaning systems (“scrubbers”) and ballast water treatment systems. The Company also capitalizes interest costs for a vessel under construction as a cost that 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 September 30, 2019 and 2018 was $16,649 and $16,013, respectively. Depreciation expense for vessels for the nine months ended September 30, 2019 and 2018 was $49,834 and $46,933, 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 shorterdetails of the vessel’s remaining estimated useful life or the estimated life of the renewal or betterment. 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 estimated scrap value of $310 per lightweight ton (“lwt”) times the weight of the ship noted in lwt. agreement.

~~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 September 30, 2019 and December 31, 2018, the Company had an accrual of $511 and $345, respectively, related to these estimated customer claims.~~

~~Revenue recognition~~

Since the Company’s inception, revenues have been generated from time charter agreements, spot market voyage charters, pool agreements and spot market-related time charters. A time charter involves placing a vessel at the charterer’s disposal for a set period of time during which the charterer may use the vessel in return for the payment by the charterer of a specified daily hire rate, including any ballast bonus payments received pursuant to the time charter agreement. Spot market-related time charters are the same as other time charter agreements, except the time charter rates are variable and are based on a percentage of the average daily rates as published by the Baltic Dry Index (“BDI”). Voyage revenues also include the sale of bunkers consumed during short-term time charters pursuant to the terms of the time charter agreement.

The Company records time charter revenues over the term of the charter as service is provided. Revenues are recognized on a straight-line basis as the average revenue over the term of the respective time charter agreement. The Company records spot market-related time charter revenues over the term of the charter as service is provided based on the rate determined based on the BDI for each billing period. As such, the revenue earned by the Company’s vessels that are on spot market-related time charters is subject to fluctuations of the spot market.

The Company has identified that time charter agreements, including fixed rate time charters and spot market-related time charters, contain a lease in accordance with Accounting Standards Codification (“ASC”) 842 — ~~Leases, refer to Note 12~~ ~~— Voyage Revenue for further discussion.~~

The Company recognizes revenue for spot market voyage charters ratably over the total transit time of each voyage, which commences at the time the vessel arrives at the loading port and ends at the time the discharge of cargo is completed at the discharge port, in accordance with ASC 606 — ~~Revenue from Contracts with Customers (“ASC 606”). Refer to Note 12~~ ~~— Voyage Revenue for further discussion.~~

At September 30, 2019 and December 31, 2018, the Company did not have any of its vessels in vessel pools. Under pool arrangements, the vessels operate under a time charter agreement whereby the cost of bunkers and port expenses are borne by the pool and operating costs including crews, maintenance and insurance are typically paid by the owner of the vessel. Since the members of the pool share in the revenue less voyage expenses generated by the entire group of vessels in the pool, and the pool operates in the spot market, the revenue earned by these vessels is subject to the fluctuations of the spot market. The Company recognizes revenue from these pool arrangements based on its portion of the net distributions reported by the relevant pool, which represents the net voyage revenue of the pool after voyage expenses and pool manager fees.

Voyage expense recognition

In time charters, spot market-related 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. These expenses are borne by the Company during spot market voyage charters. As such, there are significantly higher voyage expenses for spot market voyage charters as compared to time charters, spot market-related time charters and pool agreements. Refer to Note 1210 — Voyage ~~Revenue~~Revenues for further discussion of the accounting for fuel expenses for spot market voyage charters. 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. Additionally, the Company records lower of cost and net realizable value adjustments to re-value the bunker fuel on a quarterly basis for certain time charter agreements where the inventory is subject to gains and losses. These differences in bunkers, including any lower of cost and net realizable value adjustments, resulted in a net ~~(loss) gain~~(gain) loss of ($~~497)~~392) and ~~$1,020~~$497 during the three months ended September 30, ~~2019~~2020 and ~~2018,~~2019, respectively, and ~~($734)~~$1,407 and ~~$2,909~~$734 during the nine months ended September 30, 2020 and 2019, ~~and 2018,~~ respectively.

Additionally, voyage expenses include the cost of bunkers consumed during short-term time charters pursuant to the terms of the time charter agreement.

~~Charter hire expenses~~11

~~During the second quarter~~Table of 2018, the Company began chartering-in third-party vessels. The costs to charter-in these vessels, which primarily include the daily charter hire rate net of commissions or net freight revenue, are recorded as Charter hire expenses. The company recorded $5,475 and $723 of charter hire expenses during the three months ended September 30, 2019 and 2018, respectively, and $12,743 and $1,231 of charter hire expenses during the nine months ended September 30, 2019 and 2018, respectively.Contents

Impairment of vessel assets

During the three months ended September 30, ~~2019~~2020 and ~~2018,~~2019, the Company recorded ~~$12,182~~$21,896 and ~~$0,~~$12,182, respectively, related to the impairment of vessel assets in accordance with ASC 360 — “Property, Plant and Equipment” (“ASC 360”). Additionally, during the nine months ended September 30, ~~2019~~2020 and ~~2018,~~2019, the Company recorded $134,710 and $26,078, ~~and $56,586,~~ respectively, related to the impairment of vessel assets in accordance with ASC 360.

On November 3, 2020, the Company entered into an agreement to sell the Baltic Panther, a 2009-built Supramax vessel, to a third party for $7,510 less a 3.0% commission payable to a third party. As the anticipated undiscounted cash flows, including the net sales price, did not exceed the net book value of the vessel as of September 30, 2020, the vessel value for the Baltic Panther was adjusted to its net sales price of $7,285 as of September 30, 2020. This resulted in an impairment loss of $3,711 during the three and nine months ended September 30, 2020.

On October 16, 2020, the Company entered into an agreement to sell the Genco Loire, a 2009-built Supramax vessel, to a third party for $7,650 less a 2.0% commission payable to a third party. As the anticipated undiscounted cash flows, including the net sales price, did not exceed the net book value of the vessel as of September 30, 2020, the vessel value for the Genco Loire was adjusted to its net sales price of $7,497 as of September 30, 2020. This resulted in an impairment loss of $3,407 during the three and nine months ended September 30, 2020.

On September 30, 2020, the Company determined that the expected estimated future undiscounted cash flows for 3 of its Supramax vessels, the Genco Lorraine, the Baltic Cougar and the Baltic Leopard, did not exceed the net book value of these vessels as of September 30, 2020. The Company adjusted the carrying value of these vessels to their respective fair market values as of September 30, 2020. This resulted in an impairment loss of $7,963 during the three and nine months ended September 30, 2020.

On September 25, 2020, the Company entered into an agreement to sell the Baltic Jaguar, a 2009-built Supramax vessel, to a third party for $7,300 less a 3.0% commission payable to a third party. Therefore, the vessel value for the Baltic Jaguar was adjusted to its net sales price of $7,081 as of September 30, 2020. This resulted in an impairment loss of $4,138 during the three and nine months ended September 30, 2020.

On September 17, 2020, the Company entered in an agreement to sell the Genco Normandy, a 2007-built Supramax vessel, to a third party for $5,850 less a 2.0% commission payable to a third party. Therefore, the vessel value for the Genco Normandy was adjusted to its net sales price of $5,733 as of September 30, 2020. This resulted in an impairment loss of $2,677 during the three and nine months ended September 30, 2020.

At March 31, 2020, the Company determined that the expected estimated future undiscounted cash flows for 4 of its Supramax vessels, the Genco Picardy, the Genco Predator, the Genco Provence and the Genco Warrior, did not exceed the net book value of these vessels as of March 31, 2020. The Company adjusted the carrying value of these vessels to their respective fair market values as of March 31, 2020. This resulted in an impairment loss of $27,046 during the nine months ended September 30, 2020.

On February 24, 2020, the Board of Directors determined to dispose of the Company’s following 10 Handysize vessels: the Baltic Hare, the Baltic Fox, the Baltic Wind, the Baltic Cove, the Baltic Breeze, the Genco Ocean, the Genco Bay, the Genco Avra, the Genco Mare and the Genco Spirit, at times and on terms to be determined in the future. Given this decision, and that the revised estimated future undiscounted cash flows for each of these older vessels did not exceed the net book value for each vessel given the estimated probabilities of whether the vessels will be sold, the Company adjusted the values of these older vessels to their respective fair market values during the three months ended March 31, 2020. Subsequent to February 24, 2020, the Company has entered into agreements to sell 3 of these vessels during the three months ended March 31, 2020, namely the Baltic Wind, the Baltic Breeze and the Genco Bay, which were adjusted to their net sales price. This resulted in an impairment loss of $85,768 during the nine months ended September 30, 2020. Refer to Note 4 — Vessel Acquisitions and Dispositions for further detail regarding the vessel sales.

On November 4, 2019, the Company entered into an agreement to sell the Genco Raptor, a 2007-built Panamax vessel, to a third party for $10,200 less a 2.0% commission payable to a third party. As the anticipated undiscounted

Table of Contents

cash flows, including the net sales price, did not exceed the net book value of the vessel as of September 30, 2019, the vessel value for the Genco Raptor was adjusted to its net sales price of $9,996 as of September 30, 2019. This resulted in an impairment loss of $5,812 during the three and nine months ended September 30, 2019.

On September 25, 2019, the Company entered into an agreement to sell the Genco Thunder, a 2007-built Panamax vessel, for $10,400 less a 2.0% broker commission payable to a third party. Therefore, the vessel value for the Genco Thunder was adjusted to its net sales price of $10,192 as of September 30, 2019. This resulted in an impairment loss of $5,749 during the three and nine months ended September 30, 2019.

On September 20, 2019, the Company entered into an agreement to sell the Genco Champion, a 2006-built Handysize vessel, for $6,600 less a 3.0% broker commission payable to a third party. Therefore, the vessel value for the Genco Champion was adjusted to its net sales price of $6,402 as of September 30, 2019. This resulted in an impairment loss of $621 during the three and nine months ended September 30, 2019. ~~Refer to Note 17 — Subsequent Events for further detail regarding the sale.~~

On August 2,, 2019, the Company entered into an agreement to sell the Genco Challenger, a 2003-built Handysize vessel, for $5,250 less a 2.0% broker commission payable to a third party. As the anticipated undiscounted cash flows, including the net sales price, did not exceed the net book value of the vessel as of June 30, 2019, the vessel value for the Genco Challenger was adjusted to its net sales price of $5,145 as of June 30, 2019. This resulted in an impairment loss of $4,401 during the nine months ended September 30, 2019. ~~Refer to Note 17 — Subsequent Events for further detail regarding the sale.~~

At June 30, 2019, the Company determined that the expected estimated future undiscounted cash flows for the Genco Champion, a 2006-built Handysize vessel, and the Genco Charger, a 2005-built Handysize vessel, did not exceed the net book value of these vessels as of June 30, 2019. As such, the Company adjusted the value of these vessels to their respective fair market values as of June 30, 2019. This resulted in an impairment loss of $9,496 during the nine months ended September 30, 2019.

~~On July~~ 24, 2018, the Company entered into an agreement to sell the Genco Surprise, a 1998-built Panamax vessel, for $5,300 less a 3.0% broker commission payable to a third party. As the anticipated undiscounted cash flows, including the net sales price, did not exceed the net book value of the vessel as of June 30, 2018, the vessel value for the ~~Genco Surprise was adjusted to its net sales price of $5,141 as of June 30, 2018. This resulted in an impairment loss of $184 during the nine months ended September 30, 2018.~~ Refer to Note 4 — Vessel Acquisitions and Dispositions for further detail regarding the ~~sale.~~

~~Table of Contents~~

~~On February 27, 2018, the Board of Directors determined to dispose~~sale of the ~~Company’s following~~aforementioned vessels.

Loss (gain) on sale of vessels

During the three and nine vessels: the Genco Cavalier, the Genco Loire, the Genco Lorraine, the Genco Muse, the Genco Normandy, the Baltic Cougar, the Baltic Jaguar, the Baltic Leopard and the Baltic Panther, at times and on terms to be determined in the future. Given this decision, and that the estimated future undiscounted cash flows for each of these older vessels did not exceed the net book value for each vessel,months ended September 30, 2020, the Company ~~adjusted~~recorded a net loss of $358 and $844, respectively, related to the ~~values~~sale of ~~these older vessels to their respective fair market values~~vessels. The net loss of $358 recorded during the three months ended ~~March 31, 2018. This resulted in an impairment~~September 30, 2020 related primarily to the sale of the Baltic Wind and Baltic Breeze. The net loss of ~~$56,402~~$844 recorded during the nine months ended September 30, ~~2018.~~

~~Gain on~~2020 related primarily to the sale of ~~vessels~~

the Genco Charger, Genco Thunder, Baltic Wind and Baltic Breeze. During the nine months ended September 30, 2019, the Company recorded a net gain of ~~$611~~$611 related to the sale of vessels. The net gain of ~~$611~~$611 recorded during the nine months ended September 30, 2019 related primarily to the sale of the Genco Vigour. ~~During~~There were 0 vessels sold during the three ~~and nine~~ months ended September 30, 2018, the Company recorded a net gain of $1,509 related to the sale of vessels. The net gain of $1,509 recorded during the three and nine months ended September 30, 2018 related primarily to the sale of the Genco Progress and Genco Surprise.2019.

~~Loss on debt extinguishment~~

During the nine months ended September 30, 2018, the Company recorded $4,533 related to the loss on the extinguishment of debt in accordance with ASC 470-50 — “Debt – Modifications and Extinguishments” (“ASC 470-50”). This loss was recognized as a result of the refinancing of the $400 Million Credit Facility, the $98 Million Credit Facility and the 2014 Term Loan Facilities with the $460 Million Credit Facility on June 5, 2018 as described in Note 7 — Debt.

Recent accounting pronouncements

In August 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2018-13, “Disclosure Framework: Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-03”),” which change the disclosure requirements for fair value measurements by removing, adding, and modifying certain disclosures. This ASU is effective for fiscal years beginning after December 15, 2019, and for interim periods within that year. Early adoption is permitted for any eliminated or modified disclosures upon issuance of this ASU. The Company has evaluated the impact of the adoption of ASU 2018-03 and has determined that there is no effect on its condensed consolidated financial statements.

In ~~February~~June 2016, the FASB issued ASU No. ~~2016-02, “Leases (Topic 842)” (“ASC 842”~~2016-13, "Financial Instruments—Credit Losses" ("ASU 2016-13")~~, which replaces~~. ASU 2016-13 amends the ~~existing guidance in ASC 840 – Leases (“ASC 840”). This~~current financial instrument impairment model by requiring entities to use a forward-looking approach based on expected losses to estimate credit losses on certain types of financial instruments, including trade receivables. ASU requires a dual approach for lessee accounting under which a lessee would account for leases as finance leases or operating leases. Both finance leases and operating leases will result in the lessee recognizing a right-of-use asset and a corresponding lease liability for leases with lease terms of more than twelve months. For finance leases, the lessee would recognize interest expense and amortization of the right-of-use asset and for operating leases, the lessee would recognize a straight-line total lease expense. Accounting by lessors will remain largely unchanged from current U.S. GAAP. The requirements of this standard include an increase in required disclosures. This ASU2016-13 was effective ~~for fiscal years beginning after December 15, 2018,~~on January 1, 2020, with early adoption permitted. The Company adopted ASU

Table of Contents

2016-13 during the first quarter of 2020 and ~~for interim periods within those fiscal years. Lessees and lessors were required to apply~~it did not have a material impact on the ~~new standard at the beginning of the earliest period presented in the~~Company’s condensed consolidated financial ~~statements in which they first apply the new guidance, using a modified retrospective transition method. The requirements of this standard include a significant increase in required disclosures.~~ statements.

In ~~July 2018,~~March 2020, the FASB issued ASU No. ~~2018-11, “Leases~~2020-04, “Reference Rate Reform (Topic ~~842)~~848): Targeted Improvements” which provided clarifications and improvements to ASC 842, including allowing entities to elect an additional transition method with which to adopt ASC 842. The approved transition method enables entities to apply the transition requirements at the effective date of ASC 842 (rather than at the beginningFacilitation of the ~~earliest comparative period presented as currently required) with~~Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”).” ASU 2020-04 provides temporary optional expedients and exceptions to the ~~effect of~~guidance in U.S. GAAP on contract modifications and hedge accounting to ease the ~~initial application of ASC 842 recognized as a cumulative-effect adjustment~~financial reporting burdens related to ~~retained earnings in~~ the ~~period of adoption. As a result, an entity’s reporting~~expected market transition from the London Interbank Offered Rate (“LIBOR”) and other interbank offered rates to alternative reference rates. This ASU is effective for ~~the comparative periods presented in the year of~~ adoption ~~would continue to be in accordance with ASC 840, Lease (Topic 840) (“ASC 840”), including the disclosure requirements of ASC 840.~~at any time between March 12, 2020 and December 31, 2022. The Company ~~adopted ASC 842~~is currently evaluating the impact of this adoption on ~~January 1, 2019 using this transition method.~~ its condensed consolidated financial statements and related disclosures.

~~Table of Contents~~

~~The new guidance provides a number of optional practical expedients in~~

3 - CASH FLOW INFORMATION

For the ~~transition.~~ ~~The Company has elected the package of practical expedients, which among other things, allows the carryforward of the historical lease classification. Further, upon implementation of the new guidance,~~nine months ended September 30, 2020, the Company ~~has elected the practical expedients to combine lease and non-lease components, and to~~had non-cash investing activities not ~~recognize right-of-use assets and lease liabilities for short-term leases.~~ ~~Upon adoption of ASC 842 on January 1, 2019, the Company recorded a right-of-use asset of $9,710 and an operating lease liability of $13,095~~included in the Condensed Consolidated ~~Balance Sheets. Refer to Note 13 — Leases~~Statement of Cash Flows for ~~further information regarding our operating lease agreement~~items included in Accounts payable and accrued expenses consisting of $25 for the ~~effect~~Purchase of scrubbers, $1,241 for the ~~adoption~~Purchase of ~~ASC 842~~vessels and ballast water treatment systems, including deposits, $451 for the Purchase of other fixed assets and $123 for the Net proceeds from ~~a lessee perspective.~~

~~Pursuant to ASC 842,~~sale of vessels. For the nine months ended September 30, 2020, the Company ~~has identified revenue from its time charter agreements as lease revenue. Refer to Note 12~~ ~~— Voyage revenue~~had non-cash financing activities not included in the Condensed Consolidated Statement of Cash Flows for ~~additional information regarding the adoption~~items included in Accounts payable and accrued expense consisting of ~~ASC 842 from a lessor perspective.~~$108 for Cash dividends paid.

~~3 - CASH FLOW INFORMATION~~

For the nine months ended September 30, 2019, 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 consisting of $2,478 for the Purchase of vessels and ballast water treatment systems, including deposits, $7,420 for the Purchase of scrubbers and $427 for the Purchase of other fixed assets.

For the nine months ended September 30, 2018 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 consisting of $1,000 for the Purchase of vessels, including deposits, $253 for the Net proceeds from sale of vessels and $34 for the Purchase of other fixed assets. For the nine months ended September 30, 2018, the Company had non-cash financing activities not included in the Condensed Consolidated Statement of Cash Flows for items included Accounts payable and accrued expenses consisting of $350 for the Payment of deferred financing fees and $90 for the Payment of common stock issuance costs.

During the nine months ended September 30, ~~2019~~2020 and ~~2018,~~2019, cash paid for interest was ~~$21,927~~$14,577 and ~~$20,623, respectively, excluding the PIK interest paid as a result of the refinancing of the $400 Million Credit Facility. Refer to Note 7 — Debt.~~ $21,927, respectively.

During the nine months ended September 30, ~~2019~~2020 and ~~2018,~~2019, there was no0 cash paid for ~~estimated~~ income taxes.

During the nine months ended September 30, 2020, the Company made a reclassification of $20,889 from Vessels, net of accumulated depreciation to Vessels held for sale as the Company entered into agreements to sell the Genco Bay, Baltic Jaguar and Genco Normandy prior to September 30, 2020. Refer to Note 4 — Vessel Acquisitions and Dispositions.

On July 15, 2020, the Company issued 42,642 restricted stock units to certain members of the Board of Directors. The aggregate fair value of these restricted stock units was $255.

On February 25, 2020, the Company issued 173,749 restricted stock units and options to purchase 344,568 shares of the Company’s stock at an exercise price of $7.06 to certain individuals. The fair value of these restricted stock units and stock options were $1,227 and $693, respectively.

On May 15, 2019, the Company issued 29,580 restricted stock units to certain members of the Board of Directors. The aggregate fair value of these restricted stock units was $255.

On March 4, 2019, the Company issued 106,079 restricted stock units and options to purchase 240,540 shares of the Company’s stock at an exercise price of $8.39 to certain individuals. The fair value of these restricted stock units and stock options were $890 and $904, respectively.

~~On May 15, 2018, the Company issued 14,268 restricted stock units to certain members of the Board of Directors. The aggregate fair value of these restricted stock units was $255.~~

On February 27, 2018, the Company issued 37,346 restricted stock units and options to purchase 122,608 shares of the Company’s stock at an exercise price of $13.69 to certain individuals. The fair value of these restricted stock units and stock options were $512 and $926, respectively.

Refer to Note 1513 — Stock-Based Compensation for further information regarding the aforementioned grants.

1514

Table of Contents

Supplemental Condensed Consolidated Cash Flow information related to leases is as follows:


	For the Nine Months Ended
	September 30,
	2020		2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating lease	$	1,672	$	1,672

4 - VESSEL ACQUISITIONS AND DISPOSITIONS

Vessel ~~Acquisitions~~Dispositions

On ~~June 6, 2018,~~September 25, 2020, the Company entered into an agreement to sell the Baltic Jaguar, a 2009-built Supramax vessel, to a third party for $7,300 less a 3.0% commission payable to a third party. The sale was completed on October 16, 2020. The vessel assets have been classified as held for sale in the ~~en bloc purchase~~Condensed Consolidated Balance Sheet as of four drybulk vessels, including two Capesize drybulk vessels and two Ultramax drybulk vessels for approximately $141,000. Each vessel was built with a fuel-saving “eco” engine. The Genco Resolute, a 2015-built Capesize vessel, was delivered on August 14, 2018 andSeptember 30, 2020.

On September 17, 2020, the Company entered in an agreement to sell the Genco ~~Endeavour,~~Normandy, a ~~2015-built Capesize~~2007-built Supramax vessel, ~~was delivered on August 15, 2018.~~to a third party for $5,850 less a 2.0% commission payable to a third party. The ~~Genco Weatherly, a 2014-built Ultramax~~sale is expected to be completed during the fourth quarter of 2020. The vessel ~~was delivered on July 26, 2018 and~~assets have been classified as held for sale in the ~~Genco Columbia, a 2016-built Ultramax vessel, was delivered on~~Condensed Consolidated Balance Sheet as of September ~~10, 2018. The Company utilized a combination of cash on hand and proceeds from the $108 Million Credit Facility to finance the purchase.~~30, 2020.

On ~~July 12, 2018,~~March 20, 2020, the Company entered into agreements to ~~purchase two 2016-built Capesize drybulk~~sell the Baltic Breeze and Genco Bay, both 2010-built Handysize vessels, for ~~an aggregate purchase price~~$7,900 each less a 2.0% broker commission payable to a third party. The sale of ~~$98,000. The Genco Defender~~the Baltic Breeze was ~~delivered~~completed on ~~September 6, 2018,~~July 31, 2020 and the sale of the Genco ~~Liberty~~Bay was ~~delivered~~completed on October 1, 2020 (refer to Note 15 — Subsequent Events). The vessel assets for the Genco Bay have been classified as held for sale in the Condensed Consolidated Balance Sheet as of September ~~11, 2018.~~30, 2020.

On March 2, 2020, the Company entered into an agreement to sell the Baltic Wind, a 2009-built Handysize vessel, for $7,750 less a 2.0% broker commission payable to a third party. The ~~Company utilized a combination of cash~~sale was completed on ~~hand and proceeds from the $108 Million Credit Facility to finance the purchase.~~July 7, 2020.

~~Vessel Dispositions~~

On September 25, 2019, the Company entered into an agreement to sell the Genco Thunder, a 2007-built Panamax vessel, for $10,400 less a 2.0% broker commission payable to a third party. The sale ~~is expected to be~~was completed ~~during the fourth quarter of 2019.~~on March 5, 2020. The vessel assets have been classified as held for sale in the Condensed Consolidated Balance ~~Sheet~~Sheets as of ~~September 30,~~December 31, 2019.

On February 3, 2020, the Company entered into an agreement to sell the Genco Charger, a 2005-built Handysize vessel, to a third party for $5,150 less a 1.0% commission payable to a third party. The sale of the Genco Charger was completed on February 24, 2020.

On November 4, 2019, the Company entered into an agreement to sell the Genco Raptor, a 2007-built Panamax vessel, for $10,200 less a 2.0% broker commission payable to a third party. The sale was completed on December 11, 2019.

The Baltic Breeze, Baltic Wind, Genco Thunder, ~~serves~~Genco Charger and Genco Raptor served as collateral under the $495 Million Credit Facility; therefore $4,797, $4,575, $5,339, $3,471 and $6,045, respectively, of the net proceeds received from the sale will remain classified as restricted cash for 360 days following the respective sale dates, which has been reflected as restricted cash in the Condensed Consolidated Balance Sheets as of September 30, 2020. Refer to Note 7 — Debt for amendment to the $495 Million Credit Facility. As of December 31, 2019, a total amount of $6,045 was reflected as restricted cash in the Condensed Consolidated Balance Sheets for the Genco Raptor. These amounts can be used towards the financing of a replacement vessel or vessels meeting certain requirements and added as collateral under the facility. If such a replacement vessel is not added as collateral within such 360 day period, the Company will be required to use the proceeds as a loan prepayment.

Table of Contents

On September 20, 2019, the Company entered into an agreement to sell the Genco Champion, a 2006-built Handysize vessel, for $6,600 less a 3.0% broker commission payable to a third party. The sale was completed on October 21, 2019. The vessel assets have been classified as held for sale in the Condensed Consolidated Balance Sheet as of September 30, 2019. The Genco Champion served as collateral under the $495 Million Credit Facility. Refer to Note 17 — Subsequent Events for further information.

On August 2,, 2019, the Company entered into an agreement to sell the Genco Challenger, a 2003-built Handysize vessel, for ~~$5,250~~$5,250 less a 2.0% broker commission payable to a third party. The sale was completed on October 10, 2019. The ~~vessel assets have been classified as held for sale in the Condensed Consolidated Balance Sheet as of September 30, 2019. The~~Genco Champion and Genco Challenger served as collateral under the $495 Million Credit ~~Facility. Refer~~Facility; therefore, $6,880 of the net proceeds from the sale of these 2 vessels was required to ~~Note 17 — Subsequent Events for further information.~~be used as a loan prepayment since a replacement vessel was not going to be added as collateral within 180 days following the respective sales dates.

On November 23, 2018, the Company entered into an agreement to sell the Genco Vigour, a 1999-built Panamax vessel, to a third party for $6,550 less a 2.0% broker commission payable to a third party. The sale was completed on January 28, 2019. The ~~vessel assets were classified as held for sale in the Condensed Consolidated Balance Sheet as of December 31, 2018.~~

On November 21, 2018, the Company entered into an agreement to sell the Genco Knight, a 1999-built Panamax vessel, to a third party for $6,200 less a 3.0% broker commission payable to a third party. The sale was completed on December 26, 2018.

On November 15, 2018, the Company entered into an agreement to sell the Genco Beauty, a 1999-built Panamax vessel, to a third party for $6,560 less a 3.0% broker commission payable to a third party. The sale was completed on December 17, 2018.

On October 31, 2018, the Company entered into an agreement to sell the Genco Muse, a 2001-built Handymax vessel, to a third party for $6,660 less a 2.0% broker commission payable to a third party. The sale was completed on December 5, 2018.

~~Table of Contents~~

On August 30, 2018, the Company entered into an agreement to sell the Genco Cavalier, a 2007-built Supramax vessel, to a third party for $10,000 less a 2.5% broker commission payable to a third party. The sale was completed on October 16, 2018. The Genco Cavalier served as collateral under the $495 Million Credit Facility; therefore, $4,947 of the net proceeds received from the sale remained classified as restricted cash for 180 days following the sale date which was reflected as current restricted cash in the Condensed Consolidated Balance Sheets as of December 31, 2018. That amount could be used towards the financing of a replacement vessel or vessels meeting certain requirements and added as collateral under the facility. If such a replacement vessel was not added as collateral within such 180 day period, the Company was required to use the proceeds as a loan prepayment. On April 15, 2019, the Company utilized these proceeds as a loan prepayment under the $495 Million Credit Facility, refer to Note 7 — ~~Debt.~~

On July 24, 2018, the Company entered into an agreement to sell the Genco Surprise, a 1998-built Panamax vessel, to a third party for $5,300 less a 3.0% broker commission payable to a third party. On August 7, 2018, the Company completed the sale of the Genco Surprise.

On June 27, 2018, the Company reached agreements to sell the Genco Explorer and the Genco Progress, both 1999-built Handysize vessels, to a third party for $5,600 each less a 3.0% broker commission payable to a third party. The sale of the Genco Progress was completed on September 13, 2018 and the sale of the Genco Explorer was completed on November 13, 2018.

~~With the exception of the Genco Cavalier, the aforementioned six vessels that were sold during the year ended December 31, 2018 and the~~ Genco Vigour ~~which was sold during the nine months ended September 30, 2019 do~~did not serve as collateral under any of the Company’s credit ~~facilities; therefore the Company was not required to pay down any indebtedness with the proceeds from the sales.~~ facilities.

Refer to the “Impairment of vessel assets” section in Note 12 — ~~General Information~~Summary of Significant Accounting Policies for ~~a listing~~discussion of impairment expense recorded during the ~~delivery dates~~three and nine months ended September 30, 2020 and 2019 for the ~~vessels in the Company’s fleet.~~aforementioned vessels.

5 - NET ~~(LOSS) EARNINGS~~LOSS PER SHARE

The computation of basic net ~~(loss) earnings~~loss per share is based on the weighted-average number of common shares outstanding during the reporting period. The computation of diluted net ~~(loss) earnings~~loss per share assumes the vesting of nonvested stock awards and the exercise of stock options (refer to Note 1513 — Stock-Based Compensation), for which the assumed proceeds upon vesting are deemed to be the amount of compensation cost attributable to future services and are not yet recognized using the treasury stock method, to the extent dilutive. There were 298,716 restricted stock units and 837,338 stock options excluded from the computation of diluted net loss per share during the three and nine months ended September 30, 2020 because they were anti-dilutive. There were 258,084 restricted stock units and 496,148 stock options excluded from the computation of diluted net loss per share during the three and nine months ended September 30, 2019 because they were anti-dilutive. There were no anti-dilutive stock options, restricted stock or restricted stock units excluded from the computation of diluted net earnings per share during the three months ended September 30, 2018.There were 253,438 shares of restricted stock and restricted stock units and 255,608 stock options excluded from the computation of diluted net loss per share during the nine months ended September 30, 2018 because they were anti-dilutive (refer to Note 1513 — Stock-Based Compensation).

The Company’s diluted net ~~(loss) earnings~~loss per share will also reflect the assumed conversion of the equity warrants issued when the Company emerged from bankruptcy on July 9, 2014 (the “Effective Date”) and MIP Warrants issued by the Company (refer to Note 1513 — Stock-Based Compensation) if the impact is dilutive under the treasury stock method. The equity warrants have a 7-year term that commenced on the day following the Effective Date and are exercisable for one tenth of a share of the Company’s common stock. There were no0 unvested MIP Warrants and 3,936,761 equity warrants excluded from the computation of diluted net ~~(loss) earnings~~loss per share during the three and nine months ended September 30, ~~2019~~2020 and ~~2018~~2019 because they were anti-dilutive.

1716

Table of Contents

The components of the denominator for the calculation of basic and diluted net ~~(loss) earnings~~loss per share are as follows:


	For the Three Months Ended		For the Nine Months Ended
	September 30,		September 30,
	2019	2018	2019	2018


					For the Three Months Ended		For the Nine Months Ended
					September 30,		September 30,
					2020	2019	2020	2019

Common shares outstanding, basic:
Weighted-average common shares outstanding, basic	41,749,200	41,618,187	41,739,287	37,263,200	41,928,682	41,749,200	41,898,756	41,739,287


Common shares outstanding, diluted:
Weighted-average common shares outstanding, basic	41,749,200	41,618,187	41,739,287	37,263,200	41,928,682	41,749,200	41,898,756	41,739,287


Dilutive effect of warrants	—	—	—	—	—	—	—	—


Dilutive effect of stock options	—	31,965	—	—	—	—	—	—


Dilutive effect of restricted stock awards	—	170,856	—	—	—	—	—	—


Weighted-average common shares outstanding, diluted	41,749,200	41,821,008	41,739,287	37,263,200	41,928,682	41,749,200	41,898,756	41,739,287

6 - RELATED PARTY TRANSACTIONS

During the three and nine months ended September 30, ~~2019~~2020 and ~~2018,~~2019, the Company did not identify any related party transactions.

7 – DEBT

Long-term debt, net consists of the following:


	September 30,		December 31,
	2019		2018

					September 30,		December 31,
					2020		2019
Principal amount	$	518,605	$	551,420	$	475,433	$	495,824
Less: Unamortized debt financing costs		(14,054)		(16,272)		(10,650)		(13,094)
Less: Current portion		(70,111)		(66,320)		(80,642)		(69,747)


Long-term debt, net	$	434,440	$	468,828	$	384,141	$	412,983


	September 30, 2019				December 31, 2018
			Unamortized				Unamortized
			Debt Issuance				Debt Issuance
	Principal		Cost		Principal		Cost

									September 30, 2020				December 31, 2019
											Unamortized				Unamortized
											Debt Issuance				Debt Issuance
									Principal		Cost		Principal		Cost
$495 Million Credit Facility	$	416,925	$	12,501	$	445,000	$	14,423	$	356,993	$	9,081	$	395,724	$	11,642
$108 Million Credit Facility		101,680		1,553		106,420		1,849

$133 Million Credit Facility										118,440		1,569		100,100		1,452

Total debt	$	518,605	$	14,054	$	551,420	$	16,272	$	475,433	$	10,650	$	495,824	$	13,094

1817

Table of Contents

As of September 30, ~~2019~~2020 and December 31, ~~2018, $14,054~~2019, $10,650 and ~~$16,272~~$13,094 of deferred financing costs, respectively, were presented as a direct deduction within the outstanding debt balance in the Company’s Condensed Consolidated Balance Sheet. Amortization expense for deferred financing costs was $961 and $871 for the three months ended September 30, 2019 and 2018, respectively, and $2,828 and $2,110 for the nine months ended September 30, 2019 and 2018, respectively. This amortization expense is recorded as a component of Interest expense in the Condensed Consolidated Statements of Operations.Sheets.

Effective June 5, 2018, the portion of the unamortized deferred financing costs for the $400 Million Credit Facility and 2014 Term Loan Facilities that was identified as a debt modification, rather than an extinguishment of debt, is being amortized over the life of the $495 Million Credit Facility.

$495 Million Credit Facility

On May 31, 2018, the Company entered into the $460 Million Credit Facility, a five-year senior secured credit facility for an aggregate amount of up to $460,000 with Nordea Bank AB (publ), New York Branch (“Nordea”), as Administrative Agent and Security Agenty, the various lenders party thereto, and Nordea, Skandinaviska Enskilda Banken AB (publ), ABN AMRO Capital USA LLC, DVB Bank SE, Crédit Agricole Corporate & Investment Bank, and Danish Ship Finance A/S as Bookrunners and Mandated Lead Arrangers. Deutsche Bank AG Filiale Deutschlandgesch~~äft, and CTBC Bank Co. Ltd. are Co-Arrangers under this credit facility. On June 5, 2018, proceeds of $460,000 under this facility were~~which was used ~~together with cash on hand,~~ to (i) refinance all of the Company’s ~~existing~~prior credit facilities ~~(the $400 Million Credit Facility, $98 Million Credit Facility and 2014 Term Loan Facilities, as defined below)~~ into one facility and (ii) pay down the debt on ~~seven~~7 of the Company’s oldest vessels, which have been ~~identified for sale.~~ sold.

On February 28, 2019, the Company entered into an ~~Amendment and Restatement Agreement (the “Amendment”) for this credit facility (the “$495~~amendment to the $460 Million Credit Facility”) with Nordea Bank AB (publ), New York Branch (“Nordea”), as Administrative Agent and Security Agent, the various lenders party thereto, and Nordea, Skandinaviska Enskilda Banken AB (publ), ABN AMRO Capital USA LLC, DVB Bank SE, Crédit Agricole Corporate & Investment Bank, and Danish Ship Finance A/S as Bookrunners and Mandated Lead Arrangers. The Amendment provides forFacility, which provided an additional tranche of up to $35,000 to finance a portion of the acquisitions, installations, and related costs for scrubbers for 17 of the Company’s Capesize ~~vessels.~~ vessels (as so amended, the “$495 Million Credit Facility”).

On ~~August 28, 2019 and September 23, 2019,~~June 5, 2020, the Company ~~made total drawdowns of $9,300 and $12,200, respectively, under the $35 Million tranche of the $495 Million Credit Facility.~~

On April 15, 2019, the Company utilized $4,947 of the proceeds from the sale of the Genco Cavalier that was classified as restricted cash as of December 31, 2018 as a loan prepayment under the $495 Million Credit Facility. Under the terms ofentered into an amendment to the $495 Million Credit Facility to extend the ~~amount received from the proceeds~~period that collateral vessels can be sold or disposed of without prepayment of the ~~sale of a collateralized vessel can be used towards the financing of~~loan if a replacement vessel or vessels meeting certain requirements ~~and added~~are included as collateral from 180 days to 360 days.

On August 28, 2019, September 23, 2019 and March 12, 2020, the Company made total drawdowns of $9,300, $12,200 and $11,250, respectively, under the ~~facility. However, since a replacement vessel was not added as collateral within the 180 day period~~ ~~stipulated in~~$35 million tranche of the $495 Million Credit ~~Facility,~~Facility. As of September 30, 2020, the Company ~~was required to utilize the proceeds as~~drew down a ~~loan prepayment.~~ total of $32,750, and this tranche is considered fully drawn. Scheduled quarterly repayments under this tranche are $2,339.

~~On May~~ 10, 2019 and July 5, 2019, the Company prepaid $15,000 for the amortization payment originally scheduled for June 30, 2019 and September 30, 2019, respectively. As the prepayment amounts exceeded the revised scheduled quarterly amortization payment of $14,864 (as explained below), the excess payment was applied to the next scheduled quarterly amortization payment due as per the repayment schedule.

As of September 30, ~~2019,~~2020, there was ~~$13,128 of~~0 availability under the $495 Million Credit Facility. Total debt repayments of ~~$15,000~~$16,660 and ~~$49,575~~$15,000 were made during the three ~~and nine~~ months ended September 30, 2020 and 2019 under the $495 Million Credit Facility, respectively. ~~There were no~~Total debt repayments of $49,981 and $49,575 were made during the nine months ended September 30, 2020 and 2019 under the $495 Million Credit Facility, ~~during the three and nine months ended September 30, 2018. As of September 30, 2019 and December 31, 2018, the total outstanding net debt balance was $404,424 and $430,577,~~ respectively.

~~The $495 Million Credit Facility provides for the following key terms in relation to the $460,000 tranche:~~

~~The final maturity date is May 31, 2023.~~

~~Table of Contents~~

Borrowings bear interest at London Interbank Offered Rate (“LIBOR”) plus 3.25% through December 31, 2018 and LIBOR plus a range of 3.00% and 3.50% thereafter, dependent upon the Company’s ratio of total net indebtedness to the last twelve months EBITDA. Original scheduled amortization payments were $15,000 per quarter commencing on December 31, 2018, with a final payment of $190,000 due on the maturity date. As a result of the $4,947 loan prepayment on April 15, 2019 as described above, scheduled amortization were recalculated in accordance with the terms of the facility. Scheduled amortization payments will be $14,864 per quarter commencing June 30, 2019, with a final payment of $187,601 due on the maturity date.

Scheduled amortization payments may be recalculated upon the Company’s request based on changes in collateral vessels, prepayments of the loan made as a result of a collateral vessel disposition as part of the Company’s fleet renewal program, or voluntary prepayments, subject in each case to a minimum repayment profile under which the loan will be repaid to nil when the average age of the vessels serving as collateral from time to time reaches 17 years. Mandatory prepayments are applied to remaining amortization payments pro rata, while voluntary prepayments are applied to remaining amortization payments in order of maturity.

~~Acquisitions and additional indebtedness are allowed subject to compliance with financial covenants, a collateral maintenance test, and other customary conditions.~~

~~The $495 Million Credit Facility provides for the following key terms in relation to the $35,000 tranche:~~

~~The final maturity date is May 31, 2023.~~

Borrowings under the tranche may be incurred pursuant to multiple drawings on or prior to March 30, 2020 in minimum amounts of $5,000 and may be used to finance up to 90% of the scrubber costs noted above.

Borrowings under the tranche will bear interest at LIBOR plus 2.50% through September 30, 2019 and LIBOR plus a range of 2.25% to 2.75% thereafter, dependent upon the Company’s ratio of total net indebtedness to the last twelve months’ EBITDA.

The tranche is subject to equal consecutive quarterly repayments commencing on the last day of the fiscal quarter ending March 31, 2020 in an amount reflecting a repayment profile whereby the loans shall have been repaid after four years calculated from March 31, 2020. Assuming that the full $35,000 is borrowed, each quarterly repayment amount was originally scheduled to be equal to $2,500. However, as a result of the $4,947 loan prepayment on April 15, 2019, the availability under the $35,000 tranche was reduced to $34,628. Assuming that the full $34,628 is borrowed, scheduled quarterly repayments would be approximately $2,473 commencing March 31, 2020.

~~The $495 Million Credit Facility provides for the following key terms:~~

Dividends may be paid subject to customary conditions and a limitation of 50% of consolidated net income for the quarter preceding such dividend payment if the collateral maintenance test ratio is 200% or less for such quarter, the full commitment of up to $35,000 for the scrubber tranche is assumed to be drawn. Refer to Note 17 ~~— Subsequent Events for November 5, 2019 amendment to this dividend covenant.~~

Collateral vessels can be sold or disposed of without prepayment of the loan if a replacement vessel or vessels meeting certain requirements are included as collateral within 180 days of such sale or disposition. In addition:

~~we must be in compliance with the collateral maintenance test;~~

~~the replacement vessels must become collateral for the loan; and either~~

~~the replacement vessels must have an equal or greater appraised value that the collateral vessels for which they are substituted, or~~

~~Table of Contents~~

ratio of the aggregate appraised value of the collateral vessels (including replacement vessels) to the outstanding loan amount after the collateral disposition (accounting for any prepayments of the loan by the time the replacement vessels become collateral vessels) must equal or exceed the aggregate appraised value of the collateral vessels to the outstanding loan before the collateral disposition.

~~Key financial covenants include:~~

~~minimum liquidity, with unrestricted cash and cash equivalents to equal or exceed the greater of $30,000 and 7.5% of total indebtedness (no restricted cash is required);~~

minimum working capital, with consolidated current assets (excluding restricted cash) minus consolidated current liabilities (excluding the current portion of long-term indebtedness) to be not less than zero;

~~debt to capitalization, with the ratio of total indebtedness to total capitalization to be not more than 70%; and~~

~~collateral maintenance, with the aggregate appraised value of collateral vessels to be at least 135% of the principal amount of the loan outstanding under the $495 Million Credit Facility.~~

Collateral includes the current vessels in the Company’s fleet other than the seven oldest vessels in the fleet which have been identified for sale, collateral vessel earnings and insurance, and time charters in excess of 24 months in respect of the collateral vessels.

As of September 30, ~~2019,~~2020, the Company was in compliance with all of the financial covenants under the $495 Million Credit Facility.

$~~108~~133 Million Credit Facility

On August 14, 2018, the Company entered into the $108 Million Credit Facility, a five-year senior secured credit facility ~~(the “$108 Million Credit Facility”) with Cr~~édit Agricole Corporate & Investment Bank (“CACIB”), as Structurer and Bookrunner, CACIB and Skandinaviska Enskilda Banken AB (Publ) as Mandate Lead Arrangers, CACIB as Administrative Agent and as Security Agent, and the other lenders party thereto from time to time. The Company hasthat was used ~~proceeds from the $108 Million Credit Facility~~ to finance a portion of the purchase price ~~for~~of 6 vessels, which also serve as collateral under the ~~six vessels, including four Capesize Vessels and two Ultramax vessels,~~facility, which were delivered to the Company during the three months ended September 30, ~~2018 (refer~~2018.

On June 11, 2020, the Company entered into an amendment and restatement agreement to ~~Note 4 — Vessel Acquisitions~~the $108 Million Credit Facility which provided for a revolving credit facility of up to $25,000 (the “Revolver”) for general corporate and ~~Dispositions)~~working capital purposes (as so amended, the “$133 Million Credit Facility”). ~~These six vessels also serve~~The key terms associated with the Revolver are as follows:

●

The final maturity date of the Revolver is August 14, 2023.

●

Borrowings under the Revolver may be incurred pursuant to multiple drawings on or prior to July 1, 2023 in minimum amounts of $1,000.

●

Borrowings under the Revolver will bear interest at LIBOR plus 3.00%

●

The Revolver is subject to consecutive quarterly commitment reductions commencing on the last day of the fiscal quarter ending September 30, 2020 in an amount equal to approximately $1.9 million each quarter.

Table of Contents

●

Borrowings under the Revolver are subject to a limit of 60% for the ratio of outstanding total term and revolver loans to the aggregate appraised value of collateral vessels under the $133 Million Credit Facility.

The collateral and financial covenants otherwise remain substantially the same as they were under the $108 Million Credit Facility. ~~The~~

On June 15, 2020, the Company drew down ~~a total~~$24,000 under the Revolver of ~~$108,000~~the $133 Million Credit Facility.

As of September 30, 2020, there was 0 availability under the $133 Million Credit Facility. Total debt repayments of $2,380 and $1,580 were made during the three months ended September 30, ~~2018, which represents 45%~~2020 and 2019 under the $133 Million Credit Facility, respectively. Total debt repayments of $5,660 and $4,740 were made during the ~~appraised value of~~nine months ended September 30, 2020 and 2019 under the ~~six vessels.~~$133 Million Credit Facility, respectively.

As of September 30, 2019, there was no availability under the $108 Million Credit Facility. Total debt repayments of $1,580 and $4,740 were made during the three and nine months ended September 30, 2019 under the $108 Million Credit Facility, respectively. There were no debt repayments made during the three and nine months ended September 30, 2018 under the $108 Million Credit Facility. As of September 30, 2019 and December 31, 2018, the total outstanding net debt balance was $100,127 and $104,571, respectively.

~~The $108 Million Credit Facility provides for the following key terms:~~

~~The final maturity date of the $108 Million Credit Facility is August 14, 2023.~~

Borrowings under the $108 Million Credit Facility bear interest at LIBOR plus 2.50% through September 30, 2019 and LIBOR plus a range of 2.25% to 2.75% thereafter, dependent upon the Company’s ratio of total net indebtedness to the last twelve months EBITDA.

~~Table of Contents~~

Scheduled amortization payments under the $108 Million Credit Facility reflect a repayment profile whereby the facility shall have been repaid to nil when the average vessel aged of the collateral vessels reaches 20 years. Based on this, the required repayments are $1,580 per quarter commencing on December 31, 2018, with a final balloon payment on the maturity date.

~~Mandatory prepayments are to be applied to remaining amortization payments pro rata, while voluntary prepayments are to be applied to remaining amortization payments in order of maturity.~~

Dividends may be paid subject to customary conditions and a limitation of 50% of consolidated net income for the quarter preceding such dividend payment if the collateral maintenance test ratio is 200% or less for such quarter. ~~Refer to Note 17~~ ~~— Subsequent Events for November 5, 2019 amendment to this dividend covenant.~~

~~Acquisitions and additional indebtedness are allowed subject to compliance with financial covenants (including a collateral maintenance test) and other customary conditions.~~

~~Key financial covenants are substantially similar to those under the Company’s $495 Million Credit Facility and include:~~

~~minimum liquidity, with unrestricted cash and cash equivalents to equal or exceed the greater of $30,000 and 7.5% of total indebtedness;~~

~~debt to capitalization, with the ratio of total indebtedness to total capitalization to be not more than 70%; and~~

~~collateral maintenance, with the aggregate appraised value of collateral vessels to be at least 135% of the principal amount of the loan outstanding under the $108 Million Credit Facility.~~

~~As of September 30, 2019,~~2020, the Company was in compliance with all of the financial covenants under the ~~$108~~$133 Million Credit Facility.

~~$400 Million Credit Facility~~

On November 10, 2016, the Company entered into a senior secured term loan facility, the $400 Million Credit Facility, in an aggregate principal amount of up to $400,000 with Nordea Bank Finland plc, New York Branch, Skandinaviska Enskilda Banken AB (publ), DVB Bank SE, ABN AMRO Capital USA LLC, Crédit Agricole Corporate and Investment Bank, Deutsche Bank AG Filiale Deutschlandgeschäft, Crédit Industriel et Commercial and BNP Paribas. On November 15, 2016, the proceeds under the $400 Million Credit Facility were used to refinance six of the Company’s prior credit facilities. The $400 Million Credit Facility was collateralized by 45 of the Company’s vessels and at December 31, 2016, required the Company to sell five remaining unencumbered vessels, which were sold during the year ended December 31, 2017. On November 14, 2016, the Company borrowed the maximum available amount of $400,000.

The $400 Million Credit Facility had a maturity date of November 15, 2021, and the principal borrowed under the facility bore interest at the LIBOR for an interest period of three months plus a margin of 3.75%. The Company had the option to pay 1.50% of such rate in-kind (“PIK interest”) through December 31, 2018, of which was payable on the maturity date of the facility. The Company opted to make the PIK interest election through September 29, 2017. As of September 30, 2019 and December 31, 2018, the Company did not have any PIK interest recorded. The $400 Million Credit Facility originally had scheduled amortization payments of (i) $100 per quarter through December 31, 2018, (ii) $7,610 per quarter from March 31, 2019 through December 31, 2020, (iii) $18,571 per quarter from March 31, 2021 through September 30, 2021 and (iv) $282,605 upon final maturity on November 15, 2021, which did not include PIK

~~Table of Contents~~

interest. Pursuant to the credit facility agreement, upon the payment of any excess cash flow to the lenders (see below), the scheduled repayments were adjusted to reflect the reduction of future amortization amounts.

There was no collateral maintenance testing for the $400 Million Credit Facility prior to June 30, 2018. Thereafter, there was to be required collateral maintenance testing with a gradually increasing threshold calculated as the value of the collateral under the facility as a percentage of the loan outstanding as follows: 105% from June 30, 2018 to December 30, 2018, 115% from December 31, 2018 to December 30, 2020 and 135% thereafter.

The $400 Million Credit Facility required the Company to comply with a number of covenants substantially similar to those in the Company’s other credit facilities, including financial covenants related to debt to total book capitalization, minimum working capital, minimum liquidity, and dividends; collateral maintenance requirements (as described above); and other customary covenants. The Company was required to maintain a ratio of total indebtedness to total capitalization of not greater than 0.70 to 1.00 at all times. Minimum working capital as defined in the $400 Million Credit Facility was not to be less than $0 at all times. The $400 Million Credit Facility had minimum liquidity requirements at all times for all vessels in its fleet of (i) $250 per vessel to and including December 31, 2018, (ii) $400 per vessel from January 1, 2019 to and including December 31, 2019 and (iii) $700 per vessel from January 1, 2020 and thereafter. The Company was prohibited from paying dividends without lender consent through December 31, 2020. The Company was able establish non-recourse subsidiaries to incur indebtedness or make investments, but it was restricted from incurring indebtedness or making investments (other than through non-recourse subsidiaries). Excess cash from the collateralized vessels under the $400 Million Credit Facility was subject to a cash sweep. The cash flow sweep was 100% of excess cash flow through December 31, 2018, 75% through December 31, 2020 and the lesser of 50% of excess cash flow or an amount that would reflect a 15-year average vessel age repayment profile thereafter; provided no prepayment under the cash sweep was required from the first $10,000 in aggregate of the prepayments otherwise required under the cash sweep. During the three and nine months ended September 30, 2018, the Company repaid $0 and $15,428, respectively, for the excess cash flow sweep.

There were no debt repayments made during the three and nine months ended September 30, 2019 under the $400 Million Credit Facility. There were no debt repayments made during the three months ended September 30, 2018 and $404,941 (both which include $5,341 of PIK interest) of debt repayments made during the nine months ended September 30, 2018 under the $400 Million Credit Facility.

~~On June 5, 2018, the $400 Million Credit Facility was refinanced with the $495 Million Credit Facility; refer to the “$495 Million Credit Facility” section above.~~

~~$98 Million Credit Facility~~

On November 4, 2015, thirteen of the Company’s wholly-owned subsidiaries entered into a Facility Agreement, by and among such subsidiaries as borrowers (collectively, the “Borrowers”); Genco Holdings Limited, a direct subsidiary of Genco of which the Borrowers are direct subsidiaries (“Holdco”); certain funds managed or advised by Hayfin Capital Management, Breakwater Capital Ltd, or their nominee, as lenders; and Hayfin Services LLP, as agent and security agent (the “$98 Million Credit Facility”). ~~The Borrowers borrowed the maximum available amount of $98,271 under the facility on November 10, 2015.~~

Borrowings under the facility were available for working capital purposes. The facility had a final maturity date of September 30, 2020, and the principal borrowed under the facility bore interest at LIBOR for an interest period of three months plus a margin of 6.125% per annum. The facility had no fixed amortization payments for the first two years and fixed amortization payments of $2,500 per quarter thereafter. To the extent the value of the collateral under the facility was 182% or less of the loan amount outstanding, the Borrowers were to prepay the loan from earnings received from operation of the thirteen collateral vessels after deduction of the following amounts: costs, fees, expenses, interest, and fixed principal repayments under the facility; operating expenses relating to the thirteen vessels; and the Borrowers’ pro rata share of general and administrative expenses based on the number of vessels they owned.

The Facility Agreement required the Borrowers and, in certain cases, the Company and Holdco to comply with a number of covenants substantially similar to those in the other credit facilities of Genco and its subsidiaries, including

~~Table of Contents~~

financial covenants related to maximum leverage, minimum consolidated net worth, minimum liquidity, and dividends; collateral maintenance requirements; and other customary covenants. The Company was prohibited from paying dividends under this facility until December 31, 2018. Following December 31, 2018, the amount of dividends the Company could pay was limited based on the amount of the repayment of at least $25,000 of the loan under such facility, as well as the ratio of the value of vessels and certain other collateral pledged under such facility. The Facility Agreement included usual and customary events of default and remedies for facilities of this nature.

Borrowings under the facility were secured by first priority mortgage on the vessels owned by the Borrowers, namely the Genco Constantine, the Genco Augustus, the Genco London, the Genco Titus, the Genco Tiberius, the Genco Hadrian, the Genco Knight, the Genco Beauty, the Genco Vigour, the Genco Predator, the Genco Cavalier, the Genco Champion, and the Genco Charger, and related collateral. Pursuant to the Facility Agreement and a separate Guarantee executed by the Company, the Company and Holdco were acting as guarantors of the obligations of the Borrowers and each other under the Facility Agreement and its related documentation.

On November 15, 2016, the Company entered into an Amending and Restating Agreement, which amended and restated the credit agreements and the guarantee for the $98 Million Credit Facility (the “Restated $98 Million Credit Facility”). The Restated $98 Million Credit Facility provided for the following: reductions in the minimum liquidity requirements consistent with the $400 Million Credit Facility, except the minimum liquidity amount for the collateral vessels under this facility was $750 per vessel, which was reflected as restricted cash; netting of certain amounts against the measurements of the collateral maintenance covenant, which remained in place with a 140% value to loan threshold; a portion of amounts required to be maintained under the minimum liquidity covenant for this facility may, under certain circumstances, have been used to prepay the facility to maintain compliance with the collateral maintenance covenant; elimination of the original maximum leverage ratio and minimum net worth covenants; and restrictions on incurring indebtedness, making investments (other than through non-recourse subsidiaries) or paying dividends, similar to those provided for in the $400 Million Credit Facility. The minimum working capital and the total indebtedness to total capitalization were the same as the $400 Million Credit Facility.

There were no debt repayments made during the three and nine months ended September 30, 2019 under the $98 Million Credit Facility. There were no debt repayments made during the three months ended September 30, 2018 and $93,939 of debt repayments made during the nine months ended September 30, 2018 under the $98 Million Credit Facility.

~~On June 5, 2018, the $98 Million Credit Facility was refinanced with the $495 Million Credit Facility; refer to the “$495 Million Credit Facility” section above.~~

~~2014 Term Loan Facilities~~

On October 8, 2014, Baltic Trading 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 acquired, namely the Baltic Hornet and Baltic Wasp, respectively. Amounts borrowed under the 2014 Term Loan Facilities were not allowed to be reborrowed. The 2014 Term Loan Facilities had a ten-year term, and the facility amount was 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 were 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 was recorded in deferred financing fees. Borrowings under the 2014 Term Loan Facilities bore interest at the three or six-month LIBOR rate plus an applicable margin of 2.50% per annum. Borrowings were 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 commenced six months after the actual delivery date for each respective vessel.

Borrowings under the 2014 Term Loan Facilities were secured by liens on the vessels acquired with borrowings under these facilities, namely the Baltic Hornet and Baltic Wasp, and other related assets. The Company guaranteed the obligations of the Baltic Hornet and Baltic Wasp under the 2014 Term Loan Facilities.

~~Table of Contents~~

On November 15, 2016, the Company entered into Supplemental Agreements with lenders under our 2014 Term Loan Facilities which, among other things, amended the Company’s collateral maintenance covenants under the 2014 Term Loan Facilities to provide that such covenants would not be tested through December 30, 2017 and the minimum collateral value to loan ratio was 100% from December 31, 2017, 105% from June 30, 2018, 115% from December 31, 2018 and 135% from December 31, 2019. These Supplemental Agreements also provided for certain other amendments to the 2014 Term Loan Facilities, which included reductions in the minimum liquidity requirements consistent with the $400 Million Credit Facility and restrictions on incurring indebtedness, making investments (other than through non-recourse subsidiaries) or paying dividends, similar to the $400 Million Credit Facility. Additionally, the minimum working capital required was the same as under the $400 Million Credit Facility. Lastly, the maximum leverage requirement was equivalent to the debt to total capitalization requirement in the $400 Million Credit Facility.

There were no debt repayments made during the three and nine months ended September 30, 2019 under the 2014 Term Loan Facilities. There were no debt repayments made during the three months ended September 30, 2018 and $25,544 of debt repayments made during the nine months ended September 30, 2018 under the 2014 Term Loan Facilities.

~~On June 5, 2018, the 2014 Term Loan Facilities were refinanced with the $495 Million Credit Facility; refer to the “$495 Million Credit Facility” section above.~~

Interest rates

The following table sets forth the effective interest rate associated with the interest expense for the Company’s debt facilities noted above, including the cost associated with unused commitment fees, if applicable. The following table also includes the range of interest rates on the debt, excluding the impact of unused commitment fees, if applicable:


	For the Three Months Ended				For the Nine Months Ended
	September 30,				September 30,
	2019		2018		2019		2018

									For the Three Months Ended				For the Nine Months Ended
									September 30,				September 30,
									2020		2019		2020		2019
Effective Interest Rate	5.31	%	5.32	%	5.44	%	5.80	%	3.23	%	5.31	%	3.89	%	5.44	%
Range of Interest Rates (excluding unused commitment fees)	4.54 % to 5.49	%	4.56 % to 5.38	%	4.54 % to 5.76	%	3.83 % to 8.43	%	2.65 % to 3.56	%	4.54 % to 5.49	%	2.65 % to 5.05	%	4.54 % to 5.76	%

8 - FAIR VALUE OF FINANCIAL INSTRUMENTS

The fair values and carrying values of the Company’s financial instruments atas of September 30, ~~2019~~2020 and December 31, ~~2018~~2019 which are required to be disclosed at fair value, but not recorded at fair value, are noted below.


	September 30, 2019				December 31, 2018
	Carrying				Carrying
	Value		Fair Value		Value		Fair Value

									September 30, 2020				December 31, 2019
									Carrying				Carrying
									Value		Fair Value		Value		Fair Value
Cash and cash equivalents	$	165,876	$	165,876	$	197,499	$	197,499	$	136,233	$	136,233	$	155,889	$	155,889
Restricted cash		315		315		5,262		5,262		24,542		24,542		6,360		6,360
Floating rate debt		518,605		518,605		551,420		551,420
Principal amount of floating rate debt										475,433		475,433		495,824		495,824

The carrying value of the borrowings under the $495 Million Credit Facility and the ~~$108~~$133 Million Credit Facility as of September 30, ~~2019~~2020 and December 31, ~~2018~~2019 approximate their fair value due to the variable interest nature thereof as each of these credit facilities represent floating rate loans. Refer to Note 7 — Debt for further information regarding the Company’s credit facilities. The $495 Million Credit Facility was utilized to refinance the $400 Million Credit Facility, $98 Million Credit Facility and 2014 Term Loan Facilities on June 5, 2018 and was subsequently amended on February 28, 2019. The carrying amounts of the Company’s other financial instruments atas of September 30, ~~2019~~2020 and December 31, ~~2018~~2019 (principally Due from charterers and Accounts payable and accrued expenses) approximate fair values because of the relatively short maturity of these instruments.

~~Table of Contents~~

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 assumption (inputs) used to price the assets or liabilities. Level 1

Table of Contents

provides the most reliable measure of fair value, whereas Level 3 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 or based upon transactions amongst third parties. Nonrecurring fair value measurements include vessel impairment assessments completed during the interim period and at year-end as determined based on third-party quotes, which are based on various data points, including comparable sales of similar vessels, which are Level 2 inputs. During the three and nine months ended September 30, ~~2019,~~2020, the vessel assets for ~~five~~7 and 21 of the Company’s vessels, respectively, were written down as part of the impairment recorded during the three and nine months ended September 30, ~~2019.~~2020, respectively. During the three and nine months ended September 30, ~~2018,~~2019, the ~~vessels~~vessel assets for ~~ten~~3 and 5 of the Company’s vessels, respectively, were written down as part of the impairment recorded during the three and nine months ended September 30, ~~2018.~~2019, respectively. The vessels held for sale as of September 30, 2020 and December 31, 2019 were written down as part of the impairment recorded during the three and nine months ended September 30, 2020 and 2019, respectively. Refer to the “Impairment of vessel assets” section in Note 2 — Summary of Significant Accounting Policies.

Nonrecurring fair value measurements also include impairment tests conducted by the Company during the three and nine months ended September 30, 2020 and 2019 of its operating lease right-of use ~~asset.~~assets. The fair value determination for the operating lease right-of-use ~~asset~~assets was based on third party quotes, which is considered a Level 2 input. During the three and nine months ended September 30, 2020, there was 0 impairment of the operating lease right-of-use assets. During the three months ended September 30, 2019, there was 0 impairment of the operating lease right-of-use assets. During the nine months ended September 30, 2019, the operating lease right-of-use asset was written down as part of the impairment of right-of-use asset recorded during the nine months ended September 30, 2019. ~~Refer to Note 13 — Leases.~~

The Company did not have any Level 3 financial assets or liabilities as of September 30, ~~2019~~2020 and December 31, ~~2018.~~2019.

9 ~~- PREPAID EXPENSES AND OTHER CURRENT ASSETS~~

~~Prepaid expenses and other current assets consist of the following:~~

September 30,

December 31,


2019

2018

Vessel stores

$
669

$
597

Capitalized contract costs

3,656

2,289

Prepaid items

2,301

3,426

Insurance receivable

1,744

851

Advance to agents

508

1,109

Other

1,118

2,177

Total prepaid expenses and other current assets

$
9,996

$
10,449

~~Table of Contents~~

~~10 - FIXED ASSETS~~

~~Fixed assets, net consists of the following:~~

September 30,

December 31,


2019

2018

Fixed assets, at cost:

Vessel equipment

$
6,179

$
2,873

Furniture and fixtures

467

462

Leasehold improvements

97

—

Computer equipment

275

236

Total costs

7,018

3,571

Less: accumulated depreciation and amortization

(1,789)

(1,281)

Total fixed assets, net

$
5,229

$
2,290

Depreciation and amortization expense for fixed assets for the three months ended September 30, 2019 and 2018 was $259 and $86, respectively. Depreciation and amortization expense for fixed assets for the nine months ended September 30, 2019 and 2018 was $626 and $230, respectively.

11 - ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses consist of the following:


	September 30,		December 31,
	2019		2018

					September 30,		December 31,
					2020		2019
Accounts payable	$	20,830	$	15,110	$	9,863	$	26,040
Accrued general and administrative expenses		3,120		4,298		3,232		4,105
Accrued vessel operating expenses		17,195		9,735		9,878		19,459
Total accounts payable and accrued expenses	$	41,145	$	29,143	$	22,973	$	49,604

10 – VOYAGE ~~REVENUE~~REVENUES

Total voyage ~~revenue includes~~revenues include revenue earned on fixed rate time charters, spot market voyage charters and spot market-related time charters, as well as the sale of bunkers consumed during short-term time charters. For the three months ended September 30, ~~2019~~2020 and ~~2018,~~2019, the Company earned ~~$103,776~~$87,524 and ~~$92,263~~$103,776 of voyage revenue,

Table of Contents

respectively. For the nine months ended September 30, ~~2019~~2020 and ~~2018,~~2019, the Company earned ~~$280,790~~$260,066 and ~~$255,336~~$280,790 of voyage revenue, respectively.

Revenue for spot market voyage charters is recognized ratably over the total transit time of the voyage which begins when the vessel arrives at the loading port and ends at the time the discharge of cargo is completed at the discharge port in accordance with ASC ~~606.~~606 — Revenue from Contracts with Customers. Spot market voyage charter agreements do not provide the charterers with substantive decision-making rights to direct how and for what purpose the vessel is used, therefore revenue from spot market voyage charters is not within the scope of ASC ~~842.~~842 — Leases (“ASC 842”). Additionally, the Company has identified that the contract fulfillment costs of spot market voyage charters consist primarily of the fuel consumption that is incurred by the Company from the latter of the end of the previous vessel employment and the contract date until the arrival at the loading port in addition to any port expenses incurred prior to arrival at the load port, as well as any charter hire expenses for third-party vessels that are chartered in. The fuel consumption ~~during this period is~~and any port expenses incurred prior to arrival at the load port are capitalized and recorded in Prepaid expenses and other current assets in the Condensed Consolidated Balance ~~Sheet~~Sheets and isare amortized ratably over the total transit time of the voyage from arrival at the loading port until the vessel departs from the discharge port and expensed as part of Voyage Expenses. ~~Refer also to Note 9~~ —Similarly, for any third party vessels that are chartered in, the charter hire expenses during this period are capitalized and recorded in Prepaid ~~Expenses~~expenses and ~~Other Current Assets.~~other current assets in the Condensed Consolidated Balance Sheets and are amortized and expensed as part of Charter hire expenses.

~~Table of Contents~~

During time charter agreements, including fixed rate time charters and spot market-related time charters, the charterers have substantive decision-making rights to direct how and for what purpose the vessel is used. As such, the Company has identified that time charter agreements contain a lease in accordance with ASC 842. During time charter agreements, the Company is responsible for operating and maintaining the vessels. These costs are recorded as vessel operating expenses in the Condensed Consolidated Statements of Operation. The Company has elected the practical expedient that allows the Company to combine lease and non-lease components under ASC 842 as the Company believes (1) the timing and pattern of recognizing revenues for operating the vessel is the same as the timing and pattern of recognizing vessel leasing revenue; and (2) the lease component, if accounted for separately, would be classified as an operating lease.

Total voyage revenue recognized in the Condensed Consolidated Statements of Operations includes the following:


	For the Three Months Ended				For the Nine Months Ended
	September 30,				September 30,
	2019		2018		2019		2018
														��
									For the Three Months Ended				For the Nine Months Ended
									September 30,				September 30,
									2020		2019		2020		2019
Lease revenue	$	29,619	$	41,184	$	78,861	$	128,025	$	20,795	$	29,619	$	51,929	$	78,861
Spot market voyage revenue		74,157		51,079		201,929		127,311		66,729		74,157		208,137		201,929
Total voyage revenues	$	103,776	$	92,263	$	280,790	$	255,336	$	87,524	$	103,776	$	260,066	$	280,790

1311 - LEASES

Effective April 4, 2011, the Company entered into a seven-year sub-sublease agreement for its main office in New York, New York. The term of the sub-sublease commenced June 1, 2011, with a free base rental period until October 31, 2011. Following the expiration of the free base rental period, the monthly base rental payments were $82 per month until May 31, 2015 and thereafter were $90 per month until the end of the seven-year term. Pursuant to the sub-sublease agreement, the sublessor was obligated to contribute $472 toward the cost of the Company’s alterations to the sub-subleased office space. The Company has also entered into a direct lease with the over-landlord of such office space that commenced immediately upon the expiration of such sub-sublease agreement, for a term covering the period from May 1, 2018 to September 30, 2025; the direct lease provided for a free base rental period from May 1, 2018 to September 30, 2018. Following the expiration of the free base rental period, the monthly base rental payments are $186 per month from October 1, 2018 to April 30, 2023 and $204 per month from May 1, 2023 to September 30, 2025. For accounting purposes, the sub-sublease agreement and direct lease agreement with the landlord constitute one lease agreement.

The Company adopted ASC 842 using the transition method on January 1, 2019 (refer to Note 2 — Summary of Significant Accounting Policies) and has identified this lease as an operating lease. Variable rent expense, such as utilities and escalation expenses, are excluded from the determination of the operating lease liability, as the Company has deemed these insignificant.

On June 14, 2019, the Company entered into a sublease agreement for a portion of the leased space for its main office in New York, New York that commenced on July 26, 2019 and will end on September 29, 2025. There ~~is a free base rental period for the first four~~was $306 and ~~a half months commencing on July 26, 2019. Following the expiration~~$918 of ~~the free base rental period, the monthly base~~ sublease income will be $102 per month until September 29, 2025. The sublease income for the portion of the leased space is less than the lease payments due for the space, which has been identified as an indicator of impairment under ASC 360. As such, the right-of-use asset for the subleased portion of the space was written down to its fair valuerecorded during the ~~second quarter of 2019 which resulted in $223 of impairment charges which has been recorded in Impairment of right-of-asset in the Condensed Consolidated Statements of Operation during the~~three and nine months ended September 30, ~~2019. Sublease income will be recorded net with the total operating lease costs in General~~

~~Table of Contents~~

~~and administrative expenses in the Condensed Consolidated Statements of Operation.~~2020, respectively. There was no0 sublease income recorded during the three and nine months ended September 30, 2019 as a result of the free rental period.

~~Total~~Sublease income is recorded net with the total operating lease costs ~~recorded during the three and nine months ended September 30, 2019 were $490 and $1,396, respectively, which was recorded~~ in General and administrative expenses in the Condensed Consolidated Statements of Operation.

~~Supplemental Condensed Consolidated Balance Sheet information related to the Company’s operating leases as of September 30, 2019 are as follows:~~

September 30,

2019

Operating Lease:

Operating lease right-of-use asset

$
8,576

Current operating lease liabilities

$
1,655

Long-term operating lease liabilities

10,253

Total operating lease liabilities

$
11,908

Weighted average remaining lease term (years)

6.01

Weighted average discount rate

5.15
%

~~Maturities of operating lease liabilities as of September 30, 2019 are as follows:~~

September 30,

2019

Remainder of 2019

$
557

2020

2,230

2021

2,230

2022

2,230

2023

2,378

Thereafter

4,292

Total lease payments

13,917

Less imputed interest

(2,009)

Present value of lease liabilities

$
11,908

~~Maturities of operating lease liabilities as of December 31, 2018 are as follows:~~

December 31,

2018

2019

$
2,230

2020

2,230

2021

2,230

2022

2,230

2023

2,378

Thereafter

4,292

Total lease payments

15,590

~~Table of Contents~~

~~Supplemental Condensed Consolidated Cash Flow information related to leases are as follows:~~

For the Nine

Months Ended

September 30,

2019

Cash paid for amounts included in the measurement of lease liabilities:

Operating cash flows from operating lease

$
1,672

~~Under the previous leasing guidance under ASC 840, the~~The Company ~~had deferred rent at December 31, 2018 of $3,468. Rent expense pertaining to this lease for the three~~charters in third-party vessels and ~~nine months ended September 30, 2018 under ASC 840 was $452 and $1,356, respectively.~~

~~During the second quarter of 2018, the Company began chartering-in third-party vessels. Under ASC 842,~~ the Company is the lessee in these ~~agreements.~~agreements under ASC 842. The Company has elected the practical expedient under ASC 842 to not recognize right-of-use assets and lease liabilities for short-term leases. During the three and nine months ended September 30, 2020 and 2019, all charter-in agreements for third-party vessels were less than twelve months and considered short-term leases. ~~Refer to Note 2~~ — ~~Summary~~

Table of ~~Significant Accounting Policies for the charter hire expenses recorded during the three and nine months ended September 30, 2019 and 2018 for these charter-in agreements.~~Contents

1412 – COMMITMENTS AND CONTINGENCIES

During the second half of 2018, the Company entered into agreements for the purchase of ballast water treatments systems (“BWTS”) for 4342 of its vessels. The cost of these systems will vary based on the size and specifications of each vessel and whether the systems will be installed in China during the vessels’ scheduled drydockings. Based on the contractual purchase price of the BWTS and the estimated installation fees, the Company estimates the cost of the systems to be approximately ~~$0.8~~$0.9 million for Capesize vessels, ~~$0.5 million for Panamax vessels, $0.5~~$0.6 million for Supramax vessels and $0.5 million for Handysize vessels. These costs will be capitalized and depreciated over the remainder of the life of the vessel. ~~The~~Prior to any adjustments for vessel impairment and vessel sales, the Company recorded ~~$11,286~~cumulatively $16,446 and ~~$1,804~~$12,783 in Vessel assets in the Condensed Consolidated Balance Sheets as of September 30, ~~2019~~2020 and December 31, ~~2018,~~2019, respectively, related to BWTS additions.

On December 21, 2018, the Company entered into agreements to install scrubbers on its 17 Capesize vessels. The Company ~~anticipates~~completed scrubber installation on ~~the 17~~16 of its Capesize vessels ~~to be completed~~ during 2019 and ~~estimate that~~ the remaining Capesize vessel on January 17, 2020. The cost of each scrubber ~~including installation, will be approximately $2.25 million per vessel, which may vary~~varied according to the specifications of ~~our~~the Company’s vessels and technical aspects of the installation, among other variables. These costs will be capitalized and depreciated over the remainder of the life of the vessel. The Company recorded ~~$32,156,~~cumulatively $42,723 and ~~$428~~$41,270 in Vessel assets in the Condensed Consolidated Balance ~~Sheet~~Sheets as of September 30, ~~2019~~2020 and December 31, ~~2018,~~2019, respectively, related to scrubber additions. The Company ~~has~~ entered into an amendment to the $495 Million Credit Facility to provide financing to cover a portion of these ~~expenses,~~expenses; refer to Note 7 — Debt for further information.

1513 - STOCK-BASED COMPENSATION

2014 Management Incentive Plan

OnAs of September 30, 2020 and December 31, 2019, a total of 0 and 8,557,461 of warrants were outstanding, respectively, under the ~~Effective Date, pursuant to the Chapter 11 Plan, the Company adopted the~~ Genco Shipping & Trading Limited 2014 Management Incentive Plan (the “MIP”). An aggregate of 966,806 shares of Common Stock were available for award under the MIP. Awards under the MIP took the form of restricted stock grants and three tiers of MIP Warrants with staggered strike prices based on increasing equity values. The number of shares of common stock available under the Plan represented approximately 1.8% of the shares of post-emergence Common Stock outstanding as of the Effective Date on a fully-diluted basis. Awards under the MIP were available to eligible employees, non-employee directors and/or officers of the Company and its subsidiaries (collectively, “Eligible Individuals”). Under the MIP, a

~~Table of Contents~~

committee appointed by the Board from time to time (or, in the absence of such a committee, the Board) (in either case, the “Plan Committee”) could grant a variety of stock-based incentive awards, as the Plan Committee deems appropriate, to Eligible Individuals. The MIP ~~Warrants are exercisable~~warrants expired on a cashless basis and contain customary anti-dilution protection in the event of any stock split, reverse stock split, stock dividend, reclassification, dividend or other distributions (including, but not limited to, cash dividends), or business combination transaction.

On August 7, ~~2014, pursuant to the MIP, certain individuals were granted MIP Warrants whereby each warrant can be converted on a cashless basis for the amount in excess of the respective strike price.~~ 2020.

The MIP Warrants were issued in ~~three~~3 tranches for 238,066, 246,701 and 370,979 shares and ~~have~~had exercise prices, as adjusted for dividends declared during the fourth quarter of ~~$259.10 (the “$259.10 Warrants”), $287.30 (the “$287.30 Warrants”)~~2019 and ~~$341.90 (the “$341.90 Warrants”)~~the first quarter of 2020, of $240.89221, $267.11051 and $317.87359 per whole share, respectively. The fair value of each warrant upon emergence from bankruptcy was $7.22 for the $259.10 Warrants, $6.63 for the $287.30 Warrants and $5.63 for the $341.90 Warrants. The warrant values were based upon a calculation using the Black-Scholes-Merton option pricing formula. This model uses inputs such as the underlying price of the shares issued when the warrant is exercised, volatility, cost of capital interest rate and expected life of the instrument. The Company has determined that the warrants should be classified within Level 3 of the fair value hierarchy by evaluating each input for the Black-Scholes-Merton option pricing formula against the fair value hierarchy criteria and using the lowest level of input as the basis for the fair value classification. The Black-Scholes-Merton option pricing formula used a volatility of 43.91% (representing the six-year volatility of a peer group), a risk-free interest rate of 1.85% and a dividend rate of 0%. The aggregate fair value of these awards upon emergence from bankruptcy was $54,436. The warrants vested 33.33% on each of the first three anniversaries of the grant date, with accelerated vesting upon a change in control of the Company.

For the three and nine months ended September 30, ~~2019~~2020 and ~~2018,~~2019, there was no0 amortization expense of the fair value of these warrants. As of September 30, ~~2019,~~2020, there was no0 unamortized stock-based compensation for the warrants ~~and~~as all warrants were ~~vested.~~expired.

~~The following table summarizes certain information about the warrants outstanding as of September 30, 2019:~~

Warrants Outstanding and Unvested,

Warrants Outstanding and Exercisable,

September 30, 2019

September 30, 2019

Weighted

Weighted

Weighted

Average

Weighted

Average

Average

Remaining

Average

Remaining

Number of

Exercise

Contractual

Number of

Exercise

Contractual

Warrants

Price

Life

Warrants

Price

Life

—

$
—

—

8,557,461

$
303.12

0.86

~~As of September 30, 2019 and December 31, 2018, a total of 8,557,461 of warrants were outstanding.~~

2015 Equity Incentive Plan

Stock Options

On June 26, 2015, the Company’s Board of Directors approved the 2015 Equity Incentive Plan for awards with respect to an aggregate of 400,000 shares of common stock (the “2015 Plan”). Under the 2015 Plan, the Company’s Board of Directors, the compensation committee, or another designated committee of the Board of Directors may grant a variety of stock-based incentive awards to the Company’s officers, directors, employees, and consultants. Awards may consist of stock options, stock appreciation rights, dividend equivalent rights, restricted (nonvested) stock, restricted stock units, and unrestricted stock. As of September 30, 2019, the Company has awarded restricted stock units, restricted stock and stock options under the 2015 Plan.

On March 23, 2017, the Board of Directors approved an amendment and restatement of the 2015 Plan. This amendment and restatement increased the number of shares available for awards under the plan from 400,000 to 2,750,000, subject to shareholder approval; set the annual limit for awards to non-employee directors and other individuals as 500,000 and 1,000,000 shares, respectively; and modified the change in control definition. The

~~Table of Contents~~

~~Company’s shareholder’s approved the increase in the number of shares at the Company’s 2017 Annual Meeting of Shareholders on May 17, 2017.~~

~~Stock Options~~

~~On March 23, 2017,~~February 25, 2020, the Company issued options to purchase 133,000 of the Company’s shares of common stock to John C. Wobensmith, Chief Executive Officer and President, with an exercise price of $11.13 per share. One third of the options become exercisable on each of the first three anniversaries of October 15, 2016, with accelerated vesting upon a change in control of the Company, and all unexercised options expire on the sixth anniversary of the grant date. The fair value of each option was estimated on the date of the grant using the Black-Scholes-Merton pricing formula, resulting in a value of $6.41 per share, or $853 in the aggregate. The assumptions used in the Black-Scholes-Merton option pricing formula are as follows: volatility of 79.80% (representing a blend of the Company’s historical volatility and a peer-based volatility estimate due to limited trading history since emergence from bankruptcy), a risk-free interest rate of 1.68%, a dividend yield of 0%, and expected life of 3.78 years (determined using the simplified method as outlined in Staff Accounting Bulletin 14 – Share-Based Payment (“SAB Topic 14”) due to lack of historical exercise data).

~~On February 27, 2018, the Company issued options to purchase 122,608~~344,568 of the Company’s shares of common stock to certain individuals with an exercise price of ~~$13.69~~$7.06 per share. One third of the options become exercisable on each of the first three anniversaries of February ~~27, 2018,~~25, 2020, with accelerated vesting that may occur following a change in control of the Company, and all unexercised options expire on the sixth anniversary of the grant date. The fair value of each option was estimated on the date of the grant using the ~~Black-Scholes-Merton~~Cox-Ross-Rubinstein pricing formula, resulting in a value of ~~$7.55~~$2.01 per share, or ~~$926~~$693 in the aggregate. The assumptions used in the ~~Black-Scholes-Merton~~Cox-Ross-Rubinstein option pricing formula are as follows: volatility of ~~71.94%~~53.91% (representing ~~a blend of~~ the Company’s historical ~~volatility and a peer-based volatility estimate due to limited trading history post recapitalization of the Company in November 2016)~~volatility), a risk-free interest rate of ~~2.53%~~1.41%, a dividend yield of 0%7.13%, and expected life of ~~4.00~~4 years (determined using the simplified method as outlined in SAB Topic 14 due to lack of historical exercise data).

~~On March 4, 2019, the Company issued options to purchase 240,540~~22

Table of the Company’s shares of common stock to certain individuals with an exercise price of $8.39 per share. One third of the options become exercisable on each of the first three anniversaries of March 4, 2019, with accelerated vesting that may occur following a change in control of the Company, and all unexercised options expire on the sixth anniversary of the grant date. The fair value of each option was estimated on the date of the grant using the Black-Scholes-Merton pricing formula, resulting in a value of $3.76 per share, or $904 in the aggregate. The assumptions used in the Black-Scholes-Merton option pricing formula are as follows: volatility of 55.23% (representing the Company’s historical volatility), a risk-free interest rate of 2.49%, a dividend yield of 0%, and expected life of 4.00 years (determined using the simplified method as outlined in SAB Topic 14 due to lack of historical exercise data). Contents

For the three and nine months ended September 30, ~~2019~~2020 and ~~2018,~~2019, the Company recognized amortization expense of the fair value of these options, which is included in General and administrative expenses, as follows:

For the Three Months Ended

For the Nine Months Ended

September 30,

September 30,

2019

2018

2019

2018

General and administrative expenses

$
232

$
216

$
642

$
553


	For the Three Months Ended				For the Nine Months Ended
	September 30,				September 30,
	2020		2019		2020		2019
General and administrative expenses	$	195	$	232	$	592	$	642

Amortization of the unamortized stock-based compensation balance of ~~$798~~$684 as of September 30, ~~2019~~2020 is expected to be expensed ~~$208, $431, $142~~$194, $367, $111 and ~~$17~~$12 during the remainder of ~~2019~~2020 and during the years ended December 31, ~~2020,~~ 2021, 2022 and ~~2022,~~2023, respectively. The following table summarizes the unvested option activity for the nine months ended September 30, ~~2019:~~2020:


		Weighted		Weighted
	Number	Average		Average
	of	Exercise		Fair
	Options	Price		Value
Outstanding at January 1, 2020 - Unvested	322,279	$	9.41		4.72
Granted	344,568		7.06		2.01
Exercisable	(119,923)		9.87		5.05
Exercised	—		—		—
Forfeited	(3,378)		8.07		3.76

Outstanding at September 30, 2020 - Unvested	543,546	$	7.83	$	2.94

~~Table of Contents~~

Number of

Average Exercise

Average Fair

Options

Price

Value

Outstanding at January 1, 2019 - Unvested

166,942

$
13.01

$
7.25

Granted

240,540

8.39

3.76

Exercisable

(40,869)

13.69

7.55

Exercised

—

—

—

Forfeited

—

—

—

Outstanding at September 30, 2019 - Unvested

366,613

$
9.90

$
4.93

The following table summarizes certain information about the options outstanding as of September 30, ~~2019~~2020:

Options Outstanding and Unvested,

Options Outstanding and Exercisable,

September 30, 2019

Options Outstanding and Unvested,

Options Outstanding and Exercisable,

September 30, 2020

Weighted

Weighted

Average

Weighted

Average

Weighted

Average

Average

Weighted

Average

Weighted

Average

Exercise Price of

Average

Remaining

Average

Remaining

Exercise Price of

Average

Remaining

Average

Remaining

Outstanding

Number of

Exercise

Contractual

Number of

Exercise

Contractual

Outstanding

Number of

Exercise

Contractual

Number of

Exercise

Contractual

Options

Price

Life

Options

Price

Life

Options

Price

Life

Options

Price

Life

10.43

366,613

9.90

4.97

129,535

11.94

2.87

8.86

543,546

7.83

4.97

293,792

10.78

3.26

As of September 30, ~~2019~~2020 and December 31, ~~2018,~~2019, a total of ~~496,148~~837,338 and ~~255,608~~496,148 stock options were outstanding, respectively.

Restricted Stock Units

The Company has issued restricted stock units (“RSUs”) under the 2015 Plan to certain members of the Board of Directors and certain executives and employees of the Company, which represent the right to receive a share of common stock, or in the sole discretion of the Company’s Compensation Committee, the value of a share of common stock on the date that the RSU vests. As of September 30, ~~2019~~2020 and December 31, ~~2018, 228,781~~2019, 373,588 and ~~216,304~~326,247 shares of the Company’s common stock were outstanding in respect of the RSUs, respectively. Such shares of common stock will only be issued in respect of vested RSUs issued to directors when the director’s service with the Company as a director terminates. Such shares of common stock will only be issued to executives and employees when their RSUs vest under the terms of their grant agreements and the amended 2015 Plan described above.

Table of Contents

The RSUs that have been issued to certain members of the Board of Directors generally vest on the date of the annual shareholders meeting of the Company following the date of the grant. In lieu of cash dividends issued for vested and nonvested shares held by certain members of the Board of Directors, the Company will grant additional vested and nonvested RSUs, respectively, which are calculated by dividing the amount of the dividend by the closing price per share of the Company’s common stock on the dividend payment date and will have the same terms as other RSUs issued to members of the Board of Directors. The RSUs that have been issued to other individuals vest ratably on each of the three anniversaries of the determined vesting date. The table below summarizes the Company’s unvested RSUs for the nine months ended September 30, ~~2019:~~2020:


		Weighted
	Number of	Average Grant
	RSUs	Date Price
Outstanding at January 1, 2019	149,170	$	12.42

					Weighted
				Number of	Average Grant
				RSUs	Date Price
Outstanding at January 1, 2020				162,096	$	9.26
Granted	135,659		8.44	221,466		6.80
Vested	(26,745)		15.92	(83,356)		9.08
Forfeited	—		—	(1,490)		8.39

Outstanding at September 30, 2019	258,084	$	9.96

Outstanding at September 30, 2020				298,716	$	7.49

~~Table of Contents~~

The total fair value of the RSUs that vested during the nine months ended September 30, 2020 and 2019 was $548 and ~~2018 was~~ $230 ~~and $450,~~, 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.

The following table summarizes certain information of the RSUs unvested and vested as of September 30, ~~2019:~~2020:

Unvested RSUs

Vested RSUs

Unvested RSUs

Vested RSUs

September 30, 2019

Weighted

Average

Weighted

Average

Remaining

Average

September 30, 2020

Weighted

Average

Weighted

Average

Remaining

Average

Number of

Grant Date

Contractual

Number of

Grant Date

Grant Date

Contractual

Number of

Grant Date

RSUs

Price

Life

RSUs

Price

Price

Life

RSUs

Price

258,084

9.96

1.22

320,980

11.59

298,716

7.49

1.84

505,578

11.08

The Company is amortizing these grants over the applicable vesting periods, net of anticipated forfeitures. As of September 30, ~~2019,~~2020, unrecognized compensation cost of ~~$866~~$1,191 related to RSUs will be recognized over a weighted-average period of ~~1.22~~1.84 years.

For the three and nine months ended September 30, ~~2019~~2020 and ~~2018,~~2019, the Company recognized nonvested stock amortization expense for the RSUs, which is included in General and administrative expenses as follows:

For the Three Months Ended

For the Nine Months Ended

September 30,

September 30,

2019

2018

2019

2018

General and administrative expenses

$
343

$
425

$
954

$
1,213


	For the Three Months Ended				For the Nine Months Ended
	September 30,				September 30,
	2020		2019		2020		2019
General and administrative expenses	$	339	$	343	$	899	$	954

~~Restricted Stock~~

Under the 2015 Plan, grants of restricted common stock issued to executives ordinarily vest ratably on each of the three anniversaries of the determined vesting date. As of September 30, 2019, all restricted stock awards under the 2015 Plan were vested.

There were no shares that vested under the 2015 Plan during the nine months ended September 30, 2019 and 2018. 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 and nine months ended September 30, 2019 and 2018, the Company recognized nonvested stock amortization expense for the 2015 Plan restricted shares, which is included in General and administrative expenses, as follows:

For the Three Months Ended

For the Nine Months Ended

September 30,

September 30,

2019

2018

2019

2018

General and administrative expenses
$
—

$
3

$
—

$
10

~~The Company amortized these grants over the applicable vesting periods, net of anticipated forfeitures. As of September 30, 2019, there was no unrecognized compensation cost.~~

1614 - 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 significant financial and managerial resources. The Company is not aware of any legal proceedings or

~~Table of Contents~~

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 besides those noted above.~~flows.

1724

Table of Contents

15 – SUBSEQUENT EVENTS

On November ~~5, 2019,~~4, 2020, the Company entered into amendments with our lenders to the dividend covenants of the credit agreements for our $495 Million Credit Facility and our $108 Million Credit Facility. Under the terms of these two facilities as so amended, dividends or repurchases of our stock are subject to customary conditions. The Company may pay dividends or repurchase stock under these facilities to the extent our total cash and cash equivalents are greater than $100,000 and 18.75% of our total indebtedness, whichever is higher; if we cannot satisfy this condition, we are subject to a limitation of 50% of consolidated net income for the quarter preceding such dividend payment or stock repurchase if the collateral maintenance test ratio is 200% or less for such quarter, for which purpose the full commitment of up to $35,000 of the scrubber tranche under the $495 Million Credit Facility is assumed to be drawn.

~~On November 5, 2019, the Company declared~~announced a regular quarterly dividend of ~~$0.175~~$0.02 per share to be paid on or about ~~December 5, 2019~~November 25, 2020 to shareholders of record as of November ~~21, 2019.~~17, 2020. The aggregate amount of the dividend is expected to be approximately ~~$7,351,~~$0.8 million, which the Company anticipates will be funded from cash on hand at the time the payment is to be made.

On November 5, 2019, the Company declared a special dividend of $0.325 per share to be paid on or about December 5, 2019 to shareholders of record as of November 21, 2019. The aggregate amount of the dividend is expected to be approximately $13,652, which the Company anticipates will be funded from cash on hand at the time the payment is to be made.

~~On November 4, 2019,~~3, 2020, the Company entered into an agreement to sell the ~~Genco Raptor,~~Baltic Panther, a ~~2007-built Panamax~~2009-built Supramax vessel, to a third party for ~~$10,200~~$7,510 less a ~~2.0%~~3.0% commission payable to a third party. The sale of the vessel is expected to be completed during the fourth quarter of ~~2019.~~ 2020. Refer to Note 2 — Summary of Significant Accounting Policies regarding the impairment recorded for this vessel during the third quarter of ~~2019.~~2020.

On October ~~21, 2019,~~16, 2020, the Company entered into an agreement to sell the Genco Loire, a 2009-built Supramax vessel, to a third party for $7,650 less a 2.0% commission payable to a third party. The sale of the vessel is expected to be completed during the fourth quarter of 2020. Refer to Note 2 — Summary of Significant Accounting Policies regarding the impairment recorded for this vessel during the third quarter of 2020.

On October 16, 2020, the Company completed the sale of the ~~Genco Champion,~~Baltic Jaguar, a ~~2006-built Handysize~~2009-built Supramax vessel, to a third party for ~~$6,600~~$7,300 less a 3.0% broker commission payable to a third party. Additionally, on October 1, 2020, the Company completed the sale of the Genco Bay, a 2010-built Handysize vessel, to a third party for $7,900 less a 2.0% broker commission payable to a third party. The vessel assets for the Baltic Jaguar and Genco Bay have been classified as held for sale in the Condensed Consolidated Balance Sheet as of September 30, ~~2019.~~2020. Refer also to Note 4 — Vessel Acquisitions and Dispositions. ~~This vessel~~The Company expects to record a net loss on the sale of the Baltic Jaguar during the fourth quarter of 2020 of between approximately $200 and $400. The Company expects to record a net loss on the sale of the Genco Bay during the fourth quarter of 2020 between $300 and $500.

These vessels served as collateral under the $495 Million Credit Facility; therefore, ~~$4,101~~$4,054 and $4,798 of the net proceeds received from the sale of the Baltic Jaguar and Genco Bay, respectively, will remain classified as restricted cash for ~~180~~360 days following the sale date. That amount can be used towards ~~a loan prepayment under the facility or for~~ the financing of a replacement vessel or vessels meeting certain requirements and added as collateral under the facility. If such a replacement vessel is not added as collateral within such ~~180~~360 day period, the Company will be required to use the proceeds as a loan prepayment.

~~On October 10, 2019, the Company completed the sale of the Genco Challenger, a 2003-built Handysize vessel, to a third party for $5,250 less a 2.0% broker commission payable to a third party.~~ The vessel assets have been classified as held for sale in the Condensed Consolidated Balance Sheet as of September 30, 2019. Refer also to Note 4 — Vessel Acquisitions and Dispositions. This vessel served as collateral under the $495 Million Credit Facility; therefore, $3,381 of the net proceeds received from the sale will remain classified as restricted cash for 180 days following the sale date. That amount can be used towards a loan prepayment under the facility or for the financing of a replacement vessel or vessels meeting certain requirements and added as collateral under the facility. If such a replacement vessel is not added as collateral within such 180 day ~~period, the Company will be required to use the proceeds as a loan prepayment.~~

3525

Table of Contents

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

"Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995

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,” “budget”, “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 our 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 or sustained weakness in demand in the drybulk shipping industry; (ii) continuation of weakness or declines 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, general and administrative expenses, 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 the Company’s 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 Company’s acquisition or disposition of vessels; (xii) the amount of offhire time needed to complete maintenance, repairs, and installation of equipment to comply with applicable regulations on vessels and the timing and amount of any reimbursement by our insurance carriers for insurance claims, including offhire days; (xiii) the completion of definitive documentation with respect to charters; (xiv) charterers’ compliance with the terms of their charters in the current market environment; (xv) the extent to which our operating results continue to be affected by weakness in market conditions and freight and charter rates; (xvi) our ability to maintain contracts that are critical to our operation, to obtain and maintain acceptable terms with our vendors, customers and service providers and to retain key executives, managers and employees; (xvii) completion of documentation for vessel transactions and the performance of the terms thereof by buyers or sellers of vessels and us; (xviii) the terms of definitive documentation for the purchase and installation of exhaust gas cleaning systems, or scrubbers, for our vessels and our ability to have scrubbers installed within the price range and time frame anticipated; (xix) our ability to obtain any additional financing for scrubbers on acceptable terms; (xx) the relative cost and availability of low sulfur and high sulfur fuel or any additional scrubbers we may seek to install; ~~(xxi)~~(xix) our ability to realize the economic benefits or recover the cost of the scrubbers we ~~plan to install; (xxii)~~have installed; (xx) worldwide compliance with sulfur emissions regulations ~~due to take~~that took effect on January 1, 2020; ~~(xxiii)~~(xxi) our financial results for the year ending December 31, ~~2019~~2020 and other factors relating to determination of the tax treatment of dividends we have declared; (xxii) the ~~recently declared special dividend~~duration and ~~quarterly dividend;~~impact of the COVID-19 novel coronavirus epidemic, which may negatively affect general global and regional economic conditions, our ability to charter our vessels at all and the rates at which are able to do so; our ability to call on or depart from ports on a timely basis or at all; our ability to crew, maintain, and repair our vessels, including without limitation the impact diversion of our vessels to perform crew rotations may have on our revenues, expenses, and ability to consummate vessel sales, expense and disruption to our operations that may arise from the inability to rotate crews on schedule, and delay and added expense we may incur in rotating crews in the current environment; our ability to staff and maintain our headquarters and administrative operations; sources of cash and liquidity; our ability to sell vessels in the secondary market, including without limitation the compliance of purchasers and us with the terms of vessel sale contracts, and the prices at which vessels are sold; and other factors relevant to our business described from time to time in our filings with the Securities and Exchange Commission; and (xxiii) 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, ~~2018~~2019 and subsequent reports on Form 8-K and Form ~~10-Q.~~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, 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.

Table of Contents

The following management’s discussion and analysis should be read in conjunction with our historical consolidated financial statements and the related notes included in this Form 10-Q.

General

We are a Marshall Islands company that transports iron ore, coal, grain, steel products and other drybulk cargoes along worldwide shipping routes through the ownership and operation of drybulk carrier vessels. ~~Our~~After the sale of one of our Handysize vessels and one of our Supramax vessels during October 2020, our fleet currently consists of 5649 drybulk vessels, including 17 Capesize drybulk carriers, ~~two Panamax drybulk carriers,~~ six Ultramax drybulk carriers, 2019 Supramax drybulk carriers and 11seven Handysize drybulk carriers, with an aggregate carrying capacity of approximately ~~5,018,000~~4,680,000 dwt and an average age of approximately ~~9.6~~10.3 years. We seek to deploy our vessels on time charters, spot market voyage charters, spot market-related time charters or in vessel pools trading in the spot market, to reputable charterers. ~~The majority of the vessels in our current fleet are presently engaged under time charter,~~

~~Table of Contents~~

~~spot market voyage charters and spot market-related time charter contracts that expire (assuming the option periods in the time charters are not exercised) between November 2019 and April 2020.~~

See pages 4536 - 4637 for a table of ~~all~~our current fleet.

Genco’s approach towards fleet composition is to own a high-quality fleet of vessels ~~in our fleet.~~

~~In 2017, we began implementing initiatives to expand our commercial platform~~that focuses primarily on Capesize, Ultramax and ~~more actively manage the employment~~Supramax vessels. This approach of ~~our vessels. We hired commercial directors for our~~owning ships that transport both major ~~bulk~~ and minor bulk ~~fleets and began employment of our vessels directly~~commodities provide us with cargo owners under cargo contracts. To better capitalize on opportunities to employ our vessels, we expanded our global commercial presence with the establishment of new offices in Singapore and Copenhagen. Additionally, we withdrew all of our vessels from their respective pools and reallocated our freight exposure to a wide range of drybulk trade flows. We employ an active commercial strategy which consists of a global team located in the ~~Atlantic basin to seek to capture the earnings premium historically offered.~~U.S., Copenhagen and Singapore. Overall, our fleet deployment strategy remains weighted towards short-term fixtures, which ~~provide~~provides us with optionality ~~in a potentially rising freight rate environment.~~on our sizeable fleet. In addition to both short and long-term time charters, we fix our vessels on spot market voyage charters as well as spot market-related time charters depending on market conditions and management’s outlook.

COVID-19

In March 2020, the World Health Organization (the “WHO”) declared the outbreak of a novel coronavirus strain, or COVID-19, to be a pandemic. The COVID-19 pandemic is having widespread, rapidly evolving, and unpredictable impacts on global society, economies, financial markets, and business practices. Governments have implemented measures in an effort to contain the virus, including social distancing, travel restrictions, border closures, limitations on public gatherings, working from home, supply chain logistical changes, and closure of non-essential businesses. This has led to a significant slowdown in overall economic activity levels globally and a decline in demand for certain of the raw materials that our vessels transport.

Drybulk shipping rates, and therefore our voyage revenues, depend to a significant degree on global economic activity levels and specifically, economic activity in China. As the world’s second largest economy, China is the largest importer of drybulk commodities globally, which drives demand for iron ore, coal and other cargoes we carry. In particular, earlier in the year, the COVID-19 pandemic resulted in reduced industrial activity in China on which our business is substantially dependent, with temporary closures of factories and other facilities. The pandemic resulted in a 6.8% contraction in China’s GDP during the first quarter of 2020, with the most significant impact occurring in January and February. Since March, China has shown substantial improvement, as various economic indicators such as fixed asset investment and industrial production rose as compared to the previous months of the year, which led to GDP growth of 3.2% and 4.9% during the second and third quarters of 2020, respectively. However, economic activity levels in regions outside of China declined significantly beginning in the first quarter of 2020 and continuing into the second quarter of the year due to various forms of nationwide shutdowns being imposed to prevent the spread of COVID-19. India, Japan, Europe and the U.S., which are important drivers of demand for drybulk trade, have seen meaningful contractions in economic output in the year to date. Several economies around the world have begun to gradually ease measures taken earlier in 2020 resulting in improved activity levels from earlier year lows. The impact of the economic contraction remains highly dependent on the trajectory of COVID-19, which is uncertain.

While global economic activity levels, led by China, have improved, the outlook for China and the rest of the world remains uncertain and is highly dependent on the path of COVID-19 and measures taken by governments around the world in response to it. Drybulk commodities that are closely tied to global GDP growth, such as coal and various minor bulk cargoes, have experienced reduced trade flows to date due to lower end user demand resulting from a decline

Table of Contents

in global economic activity. As countries worldwide began to gradually reopen their respective economies since June 2020, trade flows and demand for raw materials have increased during the third quarter of 2020. Drybulk spot freight rates increased off of the year to date lows towards the end of the second quarter and have remained firm in the second half of 2020 to date. During the fourth quarter of 2020, there has been a resurgence of the virus in some European countries and the U.S. that may impact the sustainability of this recovery.

As our vessels continue to trade commodities globally, we have taken measures to safeguard our crew and work toward preventing the spread of COVID-19. Crew members have received gloves, face masks, hand sanitizer, goggles and handheld thermometers. Genco requires its vessel crews to wear masks when in contact with other individuals who board the vessel. We continue to monitor the Centers for Disease Control and Prevention (the “CDC”) and the WHO guidelines and are also limiting access of shore personnel boarding our vessels. Specifically, no shore personnel with fever or respiratory symptoms are allowed on board, and those that are allowed on board are restricted to designated areas that are thoroughly cleaned after their use. Face masks are also provided to shore personnel prior to boarding a vessel. Precautionary materials are posted in common areas to supplement safety training while personal hygiene best practices are strongly encouraged on board.

We have implemented protocols with regard to crew rotations to keep our crew members safe and healthy which includes polymerase chain reaction (PCR) antibody testing as well as a 14-day quarantine period prior to boarding a vessel. Genco is enacting crew changes where permitted by regulations of the ports and of the country of origin of the mariners, in addition to strict protocols that safeguard our crews against COVID-19 exposure. Crew rotations have been challenging in recent months due to port and travel restrictions globally, as well as promoting the health and safety of both on and off signing crew members.

Onshore, our offices located in New York and Singapore are temporarily closed with our personnel working remotely. Our office in Copenhagen reopened in June 2020 following approximately three months during which our team worked remotely. Regarding our headquarters in New York, we are planning to implement a phased-in approach towards reopening the office; however a return date has not yet been determined. We currently have placed a ban on all non-essential travel.

The COVID-19 pandemic and measures to contain its spread thus have negatively impacted and could continue to impact regional and global economies and trade patterns in markets in which we operate, the way we operate our business, and the businesses of our charterers and suppliers. These impacts may continue or become more severe. Although we have successfully completed a number of crew changes during the third quarter of 2020, additional crew changes could remain challenging due to COVID-19 related factors. The extent to which the COVID-19 pandemic impacts our business going forward will depend on numerous evolving factors we cannot reliably predict, including the duration and scope of the pandemic; governmental, business, and individuals’ actions in response to the pandemic; and the impact on economic activity, including the possibility of recession or financial market instability.

U.S.-China Trade Dispute

Over the course of 2018 and 2019, the United States imposed a series of tariffs on several goods imported from various countries. Certain of these countries, including China, undertook retaliatory actions by implementing tariffs on select U.S. products. Most notably in terms of drybulk trade volumes is China’s tariff placed upon U.S. soybean exports, which could adversely affect drybulk rates. To date, our observation of trade flows has been that China has increased its market share of Brazilian and Argentine soybeans, while a portion of U.S. shipments have been re-directed to other destinations such as Latin America and Europe. AsWith the signing of the ~~date of this filing, there is still no comprehensive~~“phase one” trade agreement ~~in place~~ between China and the U.S.~~, although reports indicate a phase-one deal is close to being executed between the two countries. It~~ in January 2020, China has ~~reported that under this framework, China is to agree~~agreed in principle to purchase ~~U.S.~~meaningful quantities of agricultural products, including ~~soybeans. However, as no agreement~~soybeans, from the U.S. Peak North American grain season historically ramps up during the fourth quarter. In recent months, China has ~~been finalized,~~agreed to purchase large amounts of agricultural products that are transported on drybulk vessels. While volumes are expected to exceed those in recent years, it remains to be seen if trade volumes from the ~~risk~~U.S. to China will approach levels prior to the trade dispute. A further deterioration in the trading relationship or a re-escalation of ~~trade tensions reigniting~~protectionist measures taken between ~~the two nations and further escalation~~these countries or others could lead to reduced volumes of ~~tariffs and other economic measures remains.~~drybulk trade.

Table of Contents

IMO 2020 Compliance

On October 27, 2016, the Marine Environment Protection Committee (“MEPC”) of the International Maritime Organization (“IMO”) announced the ratification of regulations mandating reduction in sulfur emissions from 3.5% currently to 0.5% as of the beginning of 2020 rather than pushing the deadline back to 2025. ~~By 2020,~~Accordingly, ships ~~will~~ now have to reduce sulfur emissions, for which the principal solutions are the use of exhaust gas cleaning systems (“scrubbers”) or buying fuel with low sulfur content. If a vessel is not retrofitted with a scrubber, it will need to use low sulfur fuel, which is currently more expensive than standard marine fuel containing 3.5% sulfur content. This increased demand for low sulfur fuel ~~may result~~resulted in an increase in prices for such ~~fuel.~~ fuel during the beginning of 2020. Following a decrease during the second quarter of 2020, fuel prices began to increase again during the third quarter of 2020 and continue to increase due to such demand.

We have ~~entered into agreements to install~~installed scrubbers on our 17 Capesize ~~vessels. We expect the balance~~vessels, 16 of which were completed during 2019 and one of which was completed in January 2020. The remainder of our fleet ~~will consume~~has begun consuming compliant, low sulfur fuel beginning in 2020, ~~but~~although we intend to continue to evaluate other options. During the course of ~~2018,~~2019, we sold ~~seven~~four of our ~~older, less fuel efficient~~vessels. Additionally, we have sold two of our vessels ~~and purchased six modern high specification~~during the first quarter of 2020, sold two vessels ~~with a goal~~during the third quarter of ~~improving fuel consumption and further reduce emissions. We also~~2020, sold ~~one vessel during January 2019 and~~ two vessels during October ~~2019,~~2020 and ~~also~~ entered into ~~an agreement on September 25, 2019 and November 4, 2019~~agreements to sell ~~two~~three additional ~~vessels.~~vessels for which the sale is expected to be completed during the fourth quarter of 2020. We will continue to seek opportunities to renew our fleet going forward.

~~On January 1, 2019, we adopted~~ ~~Accounting Standards Codification (“ASC”) 842~~ — ~~Leases which resulted in a right-of-use and operating lease liability for our office lease in New York. Refer to Note 2~~ — ~~Summary of Significant Accounting Policies and Note 13~~ — ~~Leases of our Condensed Consolidated Financial Statements for further information.~~Our Operations

We report financial information and evaluate our operations by charter revenues and not by the length of ship employment for our customers, i.e., spot or time charters. Each of our vessels serves the same type of customer, has similar operations and maintenance requirements, operates in the same regulatory environment, and is subject to similar economic characteristics. Based on this, we have determined that we operate in one reportable segment in which we are engaged in the ocean transportation of drybulk cargoes worldwide through the ownership and operation of drybulk carrier vessels.

Our management team and our other employees are responsible for the commercial and strategic management of our fleet. Commercial management includes the negotiation of charters for vessels, managing the mix of various types

~~Table of Contents~~

of charters, such as time charters, spot market voyage charters and spot market-related time charters, and monitoring the performance of our vessels under their charters. Strategic management includes locating, purchasing, financing and selling vessels. We currently contract with ~~two~~three independent technical managers to provide technical management of our fleet at a lower cost than we believe would be possible in-house. Technical management involves the day-to-day management of vessels, including performing routine maintenance, attending to vessel operations and arranging for crews and supplies. Members of our New York City-based management team oversee the activities of our independent technical managers.

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, chartered-in days, available days, operating days, fleet utilization, TCE rates and daily vessel operating expenses for the three and nine months ended September 30, ~~2019~~2020 and ~~2018~~2019 on a consolidated basis.

For the Three Months Ended

September 30,

Increase


2019

2018

(Decrease)

% Change

Fleet Data:

Ownership days (1)

Capesize

1,564.0

1,334.5

229.5

17.2
%
Panamax

184.0

497.1

(313.1)

(63.0)
%
Ultramax

552.0

455.2

96.8

21.3
%
Supramax

1,840.0

1,932.0

(92.0)

(4.8)
%
Handymax

—

92.0

(92.0)

(100.0)
%
Handysize

1,196.0

1,362.1

(166.1)

(12.2)
%

Total

5,336.0

5,673.0

(337.0)

(5.9)
%

Chartered-in days (2)

Capesize

103.5

—

103.5

100.0
%
Panamax

—

—

—

—
%
Ultramax

—

—

—

—
%
Supramax

247.5

—

247.5

100.0
%
Handymax

—

37.0

(37.0)

(100.0)
%
Handysize

79.2

27.6

51.6

187.0
%

Total

430.2

64.5

365.6

566.8
%

Available days (owned & chartered-in fleet) (3)

Capesize

1,220.2

1,288.0

(67.8)

(5.3)
%
Panamax

183.7

496.1

(312.4)

(63.0)
%
Ultramax

532.9

448.8

84.1

18.7
%
Supramax

1,955.1

1,928.6

26.5

1.4
%
Handymax

—

129.0

(129.0)

(100.0)
%
Handysize

1,273.1

1,389.5

(116.4)

(8.4)
%

Total

5,165.0

5,680.0

(515.0)

(9.1)
%

Available days (owned fleet) (4)

Capesize

1,116.7

1,288.0

(171.3)

(13.3)
%
Panamax

183.7

496.1

(312.4)

(63.0)
%
Ultramax

532.9

448.8

84.1

18.7
%
Supramax

1,707.6

1,928.6

(221.0)

(11.5)
%
Handymax

—

92.0

(92.0)

(100.0)
%
Handysize

1,193.9

1,361.9

(168.0)

(12.3)
%

Total

4,734.8

5,615.4

(880.6)

(15.7)
%


	For the Three Months Ended
	September 30,				Increase
	2020		2019		(Decrease)		% Change
Fleet Data:
Ownership days (1)
Capesize		1,564.0		1,564.0		—	—	%
Panamax		—		184.0		(184.0)	(100.0)	%
Ultramax		552.0		552.0		—	—	%

3829

Table of Contents


	For the Three Months Ended
	September 30,						Increase
	2020			2019			(Decrease)			% Change
Supramax		1,840.0			1,840.0			—		—	%
Handymax		—			—			—		—	%
Handysize		773.3			1,196.0			(422.7)		(35.3)	%

Total		4,729.3			5,336.0			(606.7)		(11.4)	%

Chartered-in days (2)
Capesize		—			103.5			(103.5)		(100.0)	%
Panamax		—			—			—		—	%
Ultramax		82.2			—			82.2		100.0	%
Supramax		60.6			247.5			(186.9)		(75.5)	%
Handymax		—			—			—		—	%
Handysize		2.5			79.2			(76.7)		(96.8)	%

Total		145.3			430.2			(284.9)		(66.2)	%

Available days (owned & chartered-in fleet) (3)
Capesize		1,551.2			1,220.2			331.0		27.1	%
Panamax		—			183.7			(183.7)		(100.0)	%
Ultramax		633.8			532.9			100.9		18.9	%
Supramax		1,829.2			1,955.1			(125.9)		(6.4)	%
Handymax		—			—			—		—	%
Handysize		758.9			1,273.1			(514.2)		(40.4)	%

Total		4,773.1			5,165.0			(391.9)		(7.6)	%

Available days (owned fleet) (4)
Capesize		1,551.2			1,116.7			434.5		38.9	%
Panamax		—			183.7			(183.7)		(100.0)	%
Ultramax		551.6			532.9			18.7		3.5	%
Supramax		1,768.6			1,707.6			61.0		3.6	%
Handymax		—			—			—		—	%
Handysize		756.4			1,193.9			(437.5)		(36.6)	%

Total		4,627.8			4,734.8			(107.0)		(2.3)	%

Operating days (5)
Capesize		1,513.5			1,213.5			300.0		24.7	%
Panamax		—			183.7			(183.7)		(100.0)	%
Ultramax		625.4			530.9			94.5		17.8	%
Supramax		1,814.0			1,940.5			(126.5)		(6.5)	%
Handymax		—			—			—		—	%
Handysize		673.4			1,261.2			(587.8)		(46.6)	%

Total		4,626.3			5,129.8			(503.5)		(9.8)	%

Fleet utilization (6)
Capesize		96.8	%		98.3	%		(1.5)	%	(1.5)	%
Panamax		—	%		99.9	%		(99.9)	%	(100.0)	%
Ultramax		98.6	%		99.6	%		(1.0)	%	(1.0)	%
Supramax		97.9	%		99.0	%		(1.1)	%	(1.1)	%
Handymax		—	%		—	%		—	%	—	%
Handysize		88.7	%		99.1	%		(10.4)	%	(10.5)	%

Fleet average		96.2	%		98.9	%		(2.7)	%	(2.7)	%

For the Three Months Ended

September 30,

Increase


2019

2018

(Decrease)

% Change

Operating days (5)

Capesize

1,213.5

1,286.1

(72.6)

(5.6)
%
Panamax

183.7

472.0

(288.3)

(61.1)
%
Ultramax

530.9

445.4

85.5

19.2
%
Supramax

1,940.5

1,911.5

29.0

1.5
%
Handymax

—

124.0

(124.0)

(100.0)
%
Handysize

1,261.2

1,383.9

(122.7)

(8.9)
%

Total

5,129.8

5,622.8

(493.0)

(8.8)
%

Fleet utilization (6)

Capesize

98.3
%

98.5
%

(0.2)
%
(0.2)
%
Panamax

99.9
%

94.9
%

5.0
%
5.3
%
Ultramax

99.6
%

97.8
%

1.8
%
1.8
%
Supramax

99.0
%

98.9
%

0.1
%
0.1
%
Handymax

—
%

96.2
%

(96.2)
%
(100.0)
%
Handysize

99.1
%

99.6
%

(0.5)
%
(0.5)
%

Fleet average

98.9
%

98.5
%

0.4
%
0.4
%

For the Three Months Ended

September 30,

Increase


2019

2018

(Decrease)

% Change

Average Daily Results:

Time Charter Equivalent (7)

Capesize

$
16,311

$
15,168

$
1,143

7.5
%
Panamax

14,747

9,319

5,428

58.2
%
Ultramax

12,634

8,063

4,571

56.7
%
Supramax

9,989

10,014

(25)

(0.2)
%
Handymax

—

11,948
��

(11,948)

(100.0)
%
Handysize

8,945

8,719

226

2.6
%

Fleet average

11,687

10,696

991

9.3
%

Daily vessel operating expenses (8)

Capesize

$
5,174

$
5,172

$
2

0.0
%
Panamax

4,809

4,039

770

19.1
%
Ultramax

4,841

4,879

(38)

(0.8)
%
Supramax

4,550

4,246

304

7.2
%
Handymax

—

3,928

(3,928)

(100.0)
%
Handysize

3,920

4,008

(88)

(2.2)
%

Fleet average

4,631

4,434

197

4.4
%

For the Nine Months Ended

September 30,

Increase


2019

2018

(Decrease)

% Change

Fleet Data:

Ownership days (1)

Capesize

4,641.0

3,687.5

953.5

25.9
%
Panamax

573.2

1,583.1

(1,009.9)

(63.8)
%
Ultramax

1,638.0

1,179.2

458.8

38.9
%
Supramax

5,460.0

5,733.0

(273.0)

(4.8)
%
Handymax

—

273.0

(273.0)

(100.0)
%
Handysize

3,549.0

4,077.1

(528.1)

(13.0)
%

Total

15,861.2

16,532.9

(671.7)

(4.1)
%

Table of Contents


	For the Three Months Ended
	September 30,				Increase
	2020		2019		(Decrease)		% Change
Average Daily Results:
Time Charter Equivalent (7)
Capesize	$	16,287	$	16,311	$	(24)	(0.1)	%
Panamax		—		14,747		(14,747)	(100.0)	%
Ultramax		10,965		12,634		(1,669)	(13.2)	%
Supramax		9,523		9,989		(466)	(4.7)	%
Handymax		—		—		—	—	%
Handysize		6,445		8,945		(2,500)	(27.9)	%

Fleet average		11,456		11,687		(231)	(2.0)	%

Daily vessel operating expenses (8)
Capesize	$	5,255	$	5,174	$	81	1.6	%
Panamax		—		4,809		(4,809)	(100.0)	%
Ultramax		5,709		4,841		868	17.9	%
Supramax		4,786		4,550		236	5.2	%
Handymax		—		—		—	—	%
Handysize		4,191		3,920		271	6.9	%

Fleet average		4,961		4,631		330	7.1	%


	For the Nine Months Ended
	September 30,				Increase
	2020		2019		(Decrease)		% Change
Fleet Data:
Ownership days (1)
Capesize		4,658.0		4,641.0		17.0	0.4	%
Panamax		64.8		573.2		(508.4)	(88.7)	%
Ultramax		1,644.0		1,638.0		6.0	0.4	%
Supramax		5,480.0		5,460.0		20.0	0.4	%
Handymax		—		—		—	—	%
Handysize		2,648.0		3,549.0		(901.0)	(25.4)	%

Total		14,494.8		15,861.2		(1,366.4)	(8.6)	%

Chartered-in days (2)
Capesize		—		182.9		(182.9)	(100.0)	%
Panamax		—		—		—	—	%
Ultramax		374.7		96.3		278.4	289.1	%
Supramax		363.5		529.3		(165.8)	(31.3)	%
Handymax		14.5		17.4		(2.9)	(16.7)	%
Handysize		63.2		244.8		(181.6)	(74.2)	%

Total		815.9		1,070.7		(254.8)	(23.8)	%

Available days (owned & chartered-in fleet) (3)
Capesize		4,609.5		4,258.9		350.6	8.2	%
Panamax		64.4		572.9		(508.5)	(88.8)	%
Ultramax		1,939.4		1,715.1		224.3	13.1	%
Supramax		5,581.8		5,686.2		(104.4)	(1.8)	%
Handymax		14.5		17.4		(2.9)	(16.7)	%
Handysize		2,681.1		3,733.9		(1,052.8)	(28.2)	%

Total		14,890.7		15,984.4		(1,093.7)	(6.8)	%

Available days (owned fleet) (4)
Capesize		4,609.5		4,076.0		533.5	13.1	%
Panamax		64.4		572.9		(508.5)	(88.8)	%

For the Nine Months Ended

September 30,

Increase


2019

2018

(Decrease)

% Change

Chartered-in days (2)

Capesize

182.9

—

182.9

100.0
%
Panamax

—

—

—

—
%
Ultramax

96.3

—

96.3

100.0
%
Supramax

529.3

49.4

479.9

971.5
%
Handymax

17.4

37.0

(19.6)

(53.0)
%
Handysize

244.8

27.6

217.2

787.0
%

Total

1,070.7

114.0

956.7

839.2
%

Available days (owned & chartered-in fleet) (3)

Capesize

4,258.9

3,608.0

650.9

18.0
%
Panamax

572.9

1,582.1

(1,009.2)

(63.8)
%
Ultramax

1,715.1

1,172.5

542.6

46.3
%
Supramax

5,686.2

5,775.4

(89.2)

(1.5)
%
Handymax

17.4

299.9

(282.5)

(94.2)
%
Handysize

3,733.9

4,067.5

(333.6)

(8.2)
%

Total

15,984.4

16,505.4

(521.0)

(3.2)
%

Available days (owned fleet) (4)

Capesize

4,076.0

3,608.0

468.0

13.0
%
Panamax

572.9

1,582.1

(1,009.2)

(63.8)
%
Ultramax

1,618.8

1,172.5

446.3

38.1
%
Supramax

5,156.9

5,726.0

(569.1)

(9.9)
%
Handymax

—

262.9

(262.9)

(100.0)
%
Handysize

3,489.1

4,039.9

(550.8)

(13.6)
%

Total

14,913.7

16,391.4

(1,477.7)

(9.0)
%

Operating days (5)

Capesize

4,219.0

3,606.0

613.0

17.0
%
Panamax

565.4

1,547.9

(982.5)

(63.5)
%
Ultramax

1,672.7

1,152.3

520.4

45.2
%
Supramax

5,609.5

5,707.3

(97.8)

(1.7)
%
Handymax

17.4

292.9

(275.5)

(94.1)
%
Handysize

3,652.9

4,011.8

(358.9)

(8.9)
%

Total

15,736.9

16,318.2

(581.3)

(3.6)
%

Fleet utilization (6)

Capesize

98.3
%

99.2
%

(0.9)
%
(0.9)
%
Panamax

98.6
%

97.8
%

0.8
%
0.8
%
Ultramax

97.5
%

97.7
%

(0.2)
%
(0.2)
%
Supramax

97.8
%

98.7
%

(0.9)
%
(0.9)
%
Handymax

—
%

94.5
%

(94.5)
%
(100.0)
%
Handysize

97.8
%

98.3
%

(0.5)
%
(0.5)
%

Fleet average

97.9
%

98.5
%

(0.6)
%
(0.6)
%

Table of Contents


	For the Nine Months Ended
	September 30,						Increase
	2020			2019			(Decrease)			% Change
Ultramax		1,564.7			1,618.8			(54.1)		(3.3)	%
Supramax		5,218.3			5,156.9			61.4		1.2	%
Handymax		—			—			—		—	%
Handysize		2,617.9			3,489.1			(871.2)		(25.0)	%

Total		14,074.8			14,913.7			(838.9)		(5.6)	%

Operating days (5)
Capesize		4,570.4			4,219.0			351.4		8.3	%
Panamax		60.1			565.4			(505.3)		(89.4)	%
Ultramax		1,929.6			1,672.7			256.9		15.4	%
Supramax		5,521.3			5,609.5			(88.2)		(1.6)	%
Handymax		14.5			17.4			(2.9)		(16.7)	%
Handysize		2,479.8			3,652.9			(1,173.1)		(32.1)	%

Total		14,575.7			15,736.9			(1,161.2)		(7.4)	%

Fleet utilization (6)
Capesize		98.5	%		98.3	%		0.2	%	0.2	%
Panamax		92.7	%		98.6	%		(5.9)	%	(6.0)	%
Ultramax		99.5	%		97.5	%		2.0	%	2.1	%
Supramax		98.0	%		97.8	%		0.2	%	0.2	%
Handymax		100.0	%		—	%		100.0	%	100.0	%
Handysize		92.0	%		97.8	%		(5.8)	%	(5.9)	%

Fleet average		97.3	%		97.9	%		(0.6)	%	(0.6)	%


	For the Nine Months Ended
	September 30,				Increase
	2019		2018		(Decrease)		% Change

									For the Nine Months Ended
									September 30,				Increase
									2020		2019		(Decrease)		% Change
Average Daily Results:
Time Charter Equivalent (7)
Capesize	$	11,549	$	14,716	$	(3,167)	(21.5)	%	$	14,147	$	11,549	$	2,598	22.5	%
Panamax		10,935		9,513		1,422	14.9	%		5,365		10,935		(5,570)	(50.9)	%
Ultramax		10,298		9,930		368	3.7	%		9,028		10,298		(1,270)	(12.3)	%
Supramax		8,588		10,115		(1,527)	(15.1)	%		7,136		8,588		(1,452)	(16.9)	%
Handymax		—		10,965		(10,965)	(100.0)	%		—		—		—	—	%
Handysize		7,488		8,655		(1,167)	(13.5)	%		5,328		7,488		(2,160)	(28.8)	%


Fleet average		9,405		10,710		(1,305)	(12.2)	%		9,307		9,405		(98)	(1.0)	%


Daily vessel operating expenses (8)
Capesize	$	5,065	$	4,849	$	216	4.5	%	$	5,064	$	5,065	$	(1)	(0.0)	%
Panamax		4,538		4,149		389	9.4	%		3,149		4,538		(1,389)	(30.6)	%
Ultramax		4,628		4,518		110	2.4	%		4,728		4,628		100	2.2	%
Supramax		4,426		4,338		88	2.0	%		4,396		4,426		(30)	(0.7)	%
Handymax		—		5,012		(5,012)	(100.0)	%		—		—		—	—	%
Handysize		4,060		4,078		(18)	(0.4)	%		3,967		4,060		(93)	(2.3)	%


Fleet average		4,556		4,394		162	3.7	%		4,576		4,556		20	0.4	%

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.

Table of Contents

(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) Chartered-in days. We define chartered-in days as the aggregate number of days in a period during which we chartered-in third-party vessels.

(3) Available days (owned and chartered-in fleet). We define available days,, which we have recently updated and incorporated in the table above to better demonstrate the manner in which we evaluate our business, as the number of our ownership days and chartered-in days less the aggregate number of days that our vessels are off-hire due to familiarization upon acquisition, repairs or repairs under guarantee, vessel upgrades or special surveys. 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.

(4)Available days (owned fleet). We define available days for the owned fleet as available days less chartered-in days.

(5) Operating days. We define operating days as the number of our total 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.

(6) Fleet utilization. We calculate fleet utilization, which we have recently updated and incorporated in the table above to better demonstrate the manner in which we evaluate our business, as the number of our operating days during a period divided by the number of ownership days plus chartered-in days less drydocking days.

(7) TCE rates. We define TCE rates as our voyage revenues less voyage expenses and charter-hire expenses, divided by the number of the available days of our owned fleet during the ~~period, which is consistent with industry standards.~~period. TCE rate is a common shipping industry performance measure used primarily to compare daily earnings generated by vessels

~~Table of Contents~~

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				For the Nine Months Ended
	September 30,				September 30,
	2019		2018		2019		2018

									For the Three Months Ended				For the Nine Months Ended
									September 30,				September 30,
									2020		2019		2020		2019
Voyage revenues (in thousands)	$	103,776	$	92,263	$	280,790	$	255,336	$	87,524	$	103,776	$	260,066	$	280,790
Voyage expenses (in thousands)		42,967		31,475		127,789		78,551		33,487		42,967		123,550		127,789
Charter hire expenses (in thousands)		5,475		723		12,743		1,231		1,020		5,475		5,527		12,743
		55,334		60,065		140,258		175,554
										53,017		55,334		130,989		140,258
Total available days for owned fleet		4,735		5,615		14,914		16,391		4,628		4,735		14,075		14,914
Total TCE rate	$	11,687	$	10,696	$	9,405	$	10,710	$	11,456	$	11,687	$	9,307	$	9,405

(8) Daily vessel operating expenses. We define daily vessel operating expenses to 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. Daily vessel operating expenses are calculated by dividing vessel operating expenses by ownership days for the relevant period.

4233

Table of Contents

Operating Data

The following table represents the operating data for the three and nine months ended September 30, ~~2019~~2020 and ~~2018~~2019 on a consolidated basis.


									For the Three Months Ended
									September 30,
									2020		2019		Change		% Change

	For the Three Months Ended
	September 30,
	2019		2018		Change		% Change
	(U.S. dollars in thousands, except for per share amounts)
									(U.S. dollars in thousands, except for per share amounts)
Revenue:
Voyage revenues	$	103,776	$	92,263	$	11,513	12.5	%	$	87,524	$	103,776	$	(16,252)	(15.7)	%


Total revenues		103,776		92,263		11,513	12.5	%		87,524		103,776		(16,252)	(15.7)	%


Operating Expenses:
Voyage expenses		42,967		31,475		11,492	36.5	%		33,487		42,967		(9,480)	(22.1)	%
Vessel operating expenses		24,711		25,155		(444)	(1.8)	%		23,460		24,711		(1,251)	(5.1)	%
Charter hire expenses		5,475		723		4,752	657.3	%		1,020		5,475		(4,455)	(81.4)	%
General and administrative expenses (inclusive of nonvested stock amortization expense of $575 and $644, respectively)		6,144		5,033		1,111	22.1	%
General and administrative expenses (inclusive of nonvested stock amortization expense of $534 and $575, respectively)										5,115		6,144		(1,029)	(16.7)	%
Technical management fees		1,885		2,028		(143)	(7.1)	%		1,739		1,885		(146)	(7.7)	%
Depreciation and amortization		18,184		17,269		915	5.3	%		16,115		18,184		(2,069)	(11.4)	%
Impairment of vessel assets		12,182		—		12,182	100.0	%		21,896		12,182		9,714	79.7	%
Gain on sale of vessels		—		(1,509)		1,509	(100.0)	%

Loss on sale of vessels										358		—		358	100.0	%

Total operating expenses		111,548		80,174		31,374	39.1	%		103,190		111,548		(8,358)	(7.5)	%

Operating (loss) income		(7,772)		12,089		(19,861)	(164.3)	%

Operating loss										(15,666)		(7,772)		(7,894)	101.6	%
Other expense		(6,819)		(6,381)		(438)	6.9	%		(5,432)		(6,819)		1,387	(20.3)	%

Net (loss) income	$	(14,591)	$	5,708	$	(20,299)	(355.6)	%

Net (loss) earnings per share - basic	$	(0.35)	$	0.14	$	(0.49)	(350.0)	%
Net (loss) earnings per share - diluted	$	(0.35)	$	0.14	$	(0.49)	(350.0)	%

Net loss									$	(21,098)	$	(14,591)	$	(6,507)	44.6	%

Net loss per share - basic									$	(0.50)	$	(0.35)	$	(0.15)	42.9	%
Net loss per share - diluted									$	(0.50)	$	(0.35)	$	(0.15)	42.9	%
Weighted average common shares outstanding - basic		41,749,200		41,618,187		131,013	0.3	%		41,928,682		41,749,200		179,482	0.4	%
Weighted average common shares outstanding - diluted		41,749,200		41,821,008		(71,808)	(0.2)	%		41,928,682		41,749,200		179,482	0.4	%


EBITDA (1)	$	10,498	$	29,571	$	(19,073)	(64.5)	%	$	13	$	10,498	$	(10,485)	(99.9)	%

4334

Table of Contents

For the Nine Months Ended

September 30,


2019

2018

Change

% Change

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

Revenue:

Voyage revenues

$
280,790

$
255,336

$
25,454

10.0
%

Total revenues

280,790

255,336

25,454

10.0
%

Operating Expenses:

Voyage expenses

127,789

78,551

49,238

62.7
%
Vessel operating expenses

72,260

72,642

(382)

(0.5)
%
Charter hire expenses

12,743

1,231

11,512

935.2
%
General and administrative expenses (inclusive of nonvested stock amortization expense of $1,596 and $1,776, respectively)

18,253

16,761

1,492

8.9
%
Technical management fees

5,710

5,926

(216)

(3.6)
%
Depreciation and amortization

54,532

50,605

3,927

7.8
%
Impairment of vessel assets

26,078

56,586

(30,508)

(53.9)
%
Gain on sale of vessels

(611)

(1,509)

898

(59.5)
%

Total operating expenses

316,754

280,793

35,961

12.8
%

Operating loss

(35,964)

(25,457)

(10,507)

41.3
%
Other expense

(20,904)

(25,767)

4,863

(18.9)
%

Net loss

$
(56,868)

$
(51,224)

$
(5,644)

11.0
%

Net loss per share - basic

$
(1.36)

$
(1.37)

0.01

(0.7)
%
Net loss per share - diluted

$
(1.36)

$
(1.37)

0.01

(0.7)
%
Weighted average common shares outstanding - basic

41,739,287

37,263,200

4,476,087

12.0
%
Weighted average common shares outstanding - diluted

41,739,287

37,263,200

4,476,087

12.0
%

EBITDA (1)

$
18,868

$
20,887

$
(2,019)

(9.7)
%


	For the Nine Months Ended
	September 30,
	2020		2019		Change		% Change

	(U.S. dollars in thousands, except for per share amounts)
Revenue:
Voyage revenues	$	260,066	$	280,790	$	(20,724)	(7.4)	%

Total revenues		260,066		280,790		(20,724)	(7.4)	%

Operating Expenses:
Voyage expenses		123,550		127,789		(4,239)	(3.3)	%
Vessel operating expenses		66,332		72,260		(5,928)	(8.2)	%
Charter hire expenses		5,527		12,743		(7,216)	(56.6)	%
General and administrative expenses (inclusive of nonvested stock amortization expense of $1,491 and $1,596, respectively)		16,353		18,253		(1,900)	(10.4)	%
Technical management fees		5,316		5,710		(394)	(6.9)	%
Depreciation and amortization		49,619		54,532		(4,913)	(9.0)	%
Impairment of vessel assets		134,710		26,078		108,632	416.6	%
Loss (gain) on sale of vessels		844		(611)		1,455	(238.1)	%

Total operating expenses		402,251		316,754		85,497	27.0	%

Operating loss		(142,185)		(35,964)		(106,221)	295.4	%
Other expense		(17,467)		(20,904)		3,437	(16.4)	%

Net loss	$	(159,652)	$	(56,868)	$	(102,784)	180.7	%

Net loss per share - basic	$	(3.81)	$	(1.36)		(2.45)	180.1	%
Net loss per share - diluted	$	(3.81)	$	(1.36)		(2.45)	180.1	%
Weighted average common shares outstanding - basic		41,898,756		41,739,287		159,469	0.4	%
Weighted average common shares outstanding - diluted		41,898,756		41,739,287		159,469	0.4	%

EBITDA (1)	$	(93,466)	$	18,868	$	(112,334)	(595.4)	%

~~Table of Contents~~

(1)

~~(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 income to evaluate our performance prior to these costs. EBITDA is not an item recognized by U.S. GAAP (i.e., non-GAAP measure) and should not be considered as an alternative to net 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 Condensed Consolidated Statements of Cash Flows. The definition of EBITDA used here may not be comparable to that used by other companies. The following table

Table of Contents

demonstrates our calculation of EBITDA and provides a reconciliation of EBITDA to net ~~(loss) income~~loss for each of the periods presented above:


	For the Three Months Ended				For the Nine Months Ended
	September 30,				September 30,
	2020		2019		2020		2019
Net loss	$	(21,098)	$	(14,591)	$	(159,652)	$	(56,868)
Net interest expense		4,996		6,905		16,567		21,204
Income tax expense		—		—		—		—
Depreciation and amortization		16,115		18,184		49,619		54,532

EBITDA (1)	$	13	$	10,498	$	(93,466)	$	18,868

For the Three Months Ended

For the Nine Months Ended

September 30,

September 30,

2019

2018

2019

2018

Net (loss) income

$
(14,591)

$
5,708

$
(56,868)

$
(51,224)

Net interest expense

6,905

6,594

21,204

21,506

Income tax expense

—

—

—

—

Depreciation and amortization

18,184

17,269

54,532

50,605

EBITDA (1)

$
10,498

$
29,571

$
18,868

$
20,887

Results of Operations

The following tables set forth information about the current employment of the vessels in our fleet as of November ~~5, 2019:~~3, 2020:


	Year	Charter

				Year	Charter
Vessel	Built	Expiration(1)	Cash Daily Rate(2)	Built	Expiration(1)	Cash Daily Rate(2)


Capesize Vessels
Genco Augustus	2007	September 2019	Voyage	2007	November 2020	Voyage
Genco Tiberius	2007	September 2019	Voyage	2007	November 2020	$16,350
Genco London	2007	October 2019	Voyage	2007	October 2020	Voyage
Genco Titus	2007	November 2019	$20,500	2007	November 2020	Voyage
Genco Constantine	2008	November 2019	Voyage	2008	November 2020	Voyage
Genco Hadrian	2008	December 2019	Voyage	2008	November 2020	$23,500
Genco Commodus	2009	January 2020	Voyage	2009	November 2020	Voyage
Genco Maximus	2009	December 2019	Voyage	2009	December 2020	Voyage
Genco Claudius	2010	November 2019	Voyage	2010	November 2020	$23,250
Genco Tiger	2011	November 2019	$16,000	2011	November 2020	Voyage
Baltic Lion	2012	December 2019	Voyage	2012	November 2020	$18,750
Baltic Bear	2010	November 2019	Voyage	2010	December 2020	Voyage
Baltic Wolf	2010	November 2019	Voyage	2010	November 2020	Voyage
Genco Resolute	2015	December 2019	Voyage	2015	December 2020	Voyage
Genco Endeavour	2015	November 2019	Voyage	2015	November 2020	Voyage
Genco Defender	2016	December 2019	Voyage	2016	December 2020	Voyage
Genco Liberty	2016	November 2019	Voyage	2016	October 2020	$20,750

Panamax Vessels
Genco Raptor	2007	November 2019	95.5% of BPI
Genco Thunder	2007	November 2019	$13,000


Ultramax Vessels
Baltic Hornet				2014	May 2021	$13,250
Baltic Wasp				2015	November 2020	$12,000
Baltic Scorpion				2015	November 2020	$11,000
Baltic Mantis				2015	January 2021	$10,500
Genco Weatherly				2014	November 2020	$17,000
Genco Columbia				2016	November 2020	$10,500

Supramax Vessels
Genco Predator				2005	November 2020	$9,000
Genco Warrior				2005	November 2020	Voyage
Genco Hunter				2007	March 2021	$9,750
Genco Lorraine				2009	November 2020	Voyage
Genco Loire				2009	November 2020	$7,250
Genco Aquitaine				2009	December 2020	Voyage
Genco Ardennes				2009	December 2020	$14,500
Genco Auvergne				2009	November 2020	$10,000
Genco Bourgogne				2010	October 2020	Voyage
Genco Brittany				2010	November 2020	Voyage

4536

Table of Contents


	Year	Charter
Vessel	Built	Expiration(1)	Cash Daily Rate(2)
Genco Languedoc	2010	December 2020	$1,900
Genco Normandy	2007	December 2020	$17,000
Genco Picardy	2005	November 2020	Voyage
Genco Provence	2004	November 2020	Voyage
Genco Pyrenees	2010	March 2021	$8,500
Genco Rhone	2011	November 2020	Voyage
Baltic Leopard	2009	November 2020	Voyage
Baltic Panther	2009	December 2020	$17,000
Baltic Cougar	2009	November 2020	Voyage

Handysize Vessels
Baltic Hare	2009	November 2020	Voyage
Baltic Fox	2010	December 2020	$9,250
Baltic Cove	2010	November 2020	$7,250
Genco Ocean	2010	November 2020	$12,500
Genco Avra	2011	November 2020	Voyage
Genco Mare	2011	November 2020	$13,500
Genco Spirit	2011	November 2020	$7,500

Year

Charter


Vessel

Built

Expiration(1)

Cash Daily Rate(2)

Ultramax Vessels

Baltic Hornet

2014

December 2019

$12,250

Baltic Wasp

2015

November 2019

Voyage

Baltic Scorpion

2015

January 2020

Voyage

Baltic Mantis

2015

November 2019

Voyage

Genco Weatherly

2014

November 2019

$12,000

Genco Columbia

2016

December 2019

$20,000

Supramax Vessels

Genco Predator

2005

December 2019

Voyage

Genco Warrior

2005

November 2019

$7,000

Genco Hunter

2007

November 2019

Voyage

Genco Lorraine

2009

December 2019

$12,000

Genco Loire

2009

November 2019

$10,750

Genco Aquitaine

2009

December 2019

$8,000

Genco Ardennes

2009

December 2019

$5,500

Genco Auvergne

2009

December 2019

$10,500

Genco Bourgogne

2010

November 2019

$19,000

Genco Brittany

2010

November 2019

$9,750

Genco Languedoc

2010

December 2019

Voyage

Genco Normandy

2007

November 2019

Voyage

Genco Picardy

2005

November 2019

$15,000

Genco Provence

2004

December 2019

$12,000

Genco Pyrenees

2010

December 2019

Voyage

Genco Rhone

2011

November 2019

$15,000

Baltic Leopard

2009

November 2019

Voyage

Baltic Panther

2009

March 2020

$11,250

Baltic Jaguar

2009

November 2019

Voyage

Baltic Cougar

2009

December 2019

Voyage

Handysize Vessels

Baltic Hare

2009

November 2019

$27,500

Baltic Fox

2010

November 2019

Voyage

Genco Charger

2005

November 2019

Voyage

Baltic Wind

2009

November 2019

Voyage

Baltic Cove

2010

November 2019

Voyage

Baltic Breeze

2010

December 2019

Voyage

Genco Ocean

2010

November 2019

Voyage

Genco Bay

2010

November 2019

Voyage

Genco Avra

2011

November 2019

$5,500

Genco Mare

2011

March 2020

$10,500

Genco Spirit

2011

April 2020

$10,500

(1)

~~(1)~~

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

(2)

~~(2)~~

Time charter rates presented are the gross daily charterhire rates before third-party brokerage commission generally ranging from 1.25% to 6.25%. In a time charter, the charterer is responsible for voyage expenses such as bunkers, port expenses, agents’ fees and canal dues.

~~Table of Contents~~

Three months ended September 30, ~~2019~~2020 compared to the three months ended September 30, ~~2018~~2019

VOYAGE REVENUES-

For the three months ended September 30, ~~2019,~~2020, voyage revenues ~~increased~~decreased by ~~$11.5~~$16.3 million, or ~~12.5%~~15.7%, to ~~$103.8~~$87.5 million as compared to ~~$92.3~~$103.8 million for the three months ended September 30, ~~2018.~~2019. The ~~increase~~decrease in voyage revenues was primarily due to ~~increased employment~~the operation of fewer vessels ~~on spot market voyage charters,~~in our fleet, as well as a decrease in revenue earned by our minor bulk vessels. These decreases were partially offset by ~~the effect of trading~~an increase in revenue earned by our Capesize ~~vessels~~vessels. During the third quarter of 2020, the economic recovery in China resulted in record volumes of seaborne iron ore imports to fuel all-time high steel production and replenish low inventory levels. This demand was aided by improved Brazilian iron ore exports, which has been constrained earlier in the year due to poor weather conditions and operational challenges from the Brumadinho dam collapse in January 2019. A gradual reopening of economies also contributed to increased trade flows and a more firm freight rate environment during the third quarter of 2020 as compared to the first half of the year.

From mid-May through the end of the third quarter of 2020, drybulk freight rates displayed meaningful improvement, primarily driven by the Capesize sector. Capesize rates as reported by the Baltic Exchange reached a year to date low of $1,992 on May 14, 2020 and subsequently rebounded to a high of $33,760 on July 6, 2020, a level not seen since the second half of 2019. During the third quarter of 2020, the Baltic Capesize Index averaged over $20,000 per day compared to $7,181 per day during the first six months of the year. Subsequently, in the fourth quarter of 2020, Capesize rates reached a year-to-date high of $34,896 on October 6, 2020. More recently, however, Capesize spot earnings have pulled back to $15,781 as of October 29, 2020, following a reported ban by China on Australian coal shipments together with an increased number of ships ballasting to the Atlantic due to crew change restrictions in the Pacific ~~Basin~~basin. We believe this significant rise in Capesize rates is largely attributable to increased iron ore exports from Brazil which have reached year-to-date highs in recent months exceeding the 30MT threshold in each month since June. This marks the first time this has occurred since prior to the dam incident at Vale’s mining operations in early 2019. Continued strong demand for iron ore in China as steel production and ~~offhire related to scrubber installations, ballast water treatment system installations~~industrial activity ramp up combined with a

Table of Contents

gradual reopening of economies globally are additional key catalysts that have positively impacted both major and ~~special surveys as discussed below.~~minor bulk freight rates.

The average Time Charter Equivalent (“TCE”) rate of our fleet ~~increased 9.3%~~decreased 2.0% to $11,456 a day for the three months ended September 30, 2020 from $11,687 a day for the three months ended September 30, ~~2019 from $10,696 a day for the three months ended September 30, 2018.~~2019. The ~~increase~~decrease in TCE rates ~~resulted from higher charter~~was primarily a result of lower rates achieved by our minor bulk vessels, offhire days associated with COVID-19 delays, and delays in the ~~majority~~completion of ~~our vessels.~~

Inthe sale of the Baltic Breeze and Genco Bay during the third quarter of ~~2019,~~2020.

The overall uncertainty surrounding the impact of COVID-19 on our business, together with reduced economic activity and in turn trade flows, could continue to negatively impact the revenue generated by our vessels. While we believe that the gradual reopening of economies affected by COVID-19 has begun to lead to increased global trade flows and a rise in drybulk ~~market improved significantly reaching multi-year highs~~shipping rates, the sustainability of the recovery cannot be predicted and could be affected by a resurgence of the virus. Furthermore, deviation time associated with positioning our vessels to countries in which we can undertake a crew rotation due to various travel and port restrictions related to COVID-19, resulted in days in the ~~process. Specifically, the Baltic Capesize Index was supported by record steel production~~third quarter of 2020 in China and increased Brazilian iron ore shipments during a period of constrained vessel capacity due to the global fleet’s preparation ahead of IMO 2020. As a result of the preparation to get our Capesize vessels fitted with scrubbers ahead of the IMO 2020 compliance date of January 1, 2020, we made the strategic decision to tradewhich our vessels ~~primarily in the Pacific basin, closer~~were unable to ~~the shipyard,~~earn revenue and may continue to aid in meeting our designated shipyard slot dates for scrubber installations. However, this also limited our commercial trading capabilities in the short-term. This resulted in our Capesize fleet remaining in the Pacific basin, a region that saw rates trade at a discount to the Atlantic basin, notwithstanding our long-term commercial strategy that entails a more dynamic vessel positioning to better capture market fundamentals. We had 22 vessels enter the shipyard for scrubber installations, ballast water treatment system installations, scheduled special surveys and other repairs, resulting in associated offhire time of 601 days for the quarter.do so.

For the three months ended September 30, ~~2019~~2020 and ~~2018,~~2019, we had ~~5,336.0~~4,729.3 and ~~5,673.0~~5,336.0 ownership days, respectively. The decrease in ownership days is primarily due to the sale of ~~eight~~four vessels during 2019 and four vessels during the ~~second half of 2018 and the first quarter of 2019 partially offset by the delivery of six vessels~~nine months ended September 30, 2020. Fleet utilization decreased to 96.2% during the ~~third quarter of 2018. Fleet utilization increased to~~three months ended September 30, 2020 from 98.9% during the three months ended September 30, 2019 ~~from 98.5% during the three months ended September 30, 2018,~~ primarily due to additional offhire associated with delays in the completion of the sale of the Baltic Breeze and Genco Bay during the third quarter of 2020, as well delays during crew changes as a ~~decrease in offhire days.~~result of COVID restrictions during the third quarter of 2020.

VOYAGE EXPENSES-

In time charters, spot market-related 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. These expenses are borne by the Company during spot market voyage charters. There are certain other non-specified voyage expenses such as commissions, which are typically borne by us. Voyage expenses include port and canal charges, fuel (bunker) expenses and brokerage commissions payable to unaffiliated third parties. Port and canal charges and bunker expenses primarily increase in periods during which vessels are employed on spot market voyage charters because these expenses are for the account of the vessel owner. At the inception of a 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. Voyage expenses also include the cost of bunkers consumed during short-term time charters pursuant to the terms of the time charter agreement. Additionally, we may record lower of cost and net realizable value adjustments to re-value the bunker fuel on a quarterly basis for certain time charter agreements where the inventory is subject to gains and losses. Refer to Note 2 — Summary of Significant Accounting Policies in our Condensed Consolidated Financial Statements.

Due to various travel and port restrictions relating to COVID-19 and our strong emphasis on maintaining the health and safety of both our on-signing and off-signing crew members, we experienced increased deviation time for certain of our vessels to undertake crew rotations during the third quarter of 2020. As such, we have experienced higher voyage expenses for certain crew changes that we have completed, which we expect to continue as a result of COVID-19 restrictions imposed by various counties. These increased voyage expenses are due to the incremental fuel consumption of deviating to certain ports on which we would ordinarily not call during a typical voyage.

Voyage expenses ~~increased by $11.5~~were $33.5 million ~~from $31.5 million during the three months ended September 30, 2018 as compared to~~and $43.0 million during the three months ended September 30, ~~2019. This increase was~~2020 and 2019, respectively. The decrease is primarily ~~due~~attributable to changes in bunker prices, as well as the ~~employment~~operation of fewer vessels on additional spot market voyage charters during the third quarter of 2019, which incur significantly higher voyage expenses as compared to time charters, spot market-related time charters and pool arrangements. in our fleet.

~~Table of Contents~~

VESSEL OPERATING EXPENSES-

Vessel operating expenses decreased by ~~$0.4~~$1.3 million from ~~$25.2 million during the three months ended September 30, 2018 to~~ $24.7 million during the three months ended September 30, ~~2019.~~2019 to $23.5 million during the three months ended September 30, 2020. The decrease was primarily due

Table of Contents

to fewer owned vessels during the third quarter of ~~2019~~2020 as compared to the third quarter of ~~2018,~~2019, as well as lower drydocking expenses, partially offset by higher ~~drydocking~~crew related expenses.

Daily vessel operating expenses increased to ~~$4,631~~$4,961 per vessel per day for the three months ended September 30, ~~2019~~2020 from ~~$4,434~~$4,631 per day for the three months ended September 30, ~~2018.~~ 2019. The increase in daily vessel operating expense was predominantly due to higher crew related expenses, partially offset by lower drydocking, insurance and stores related ~~expenses.~~ expenditures. Refer to “Capital Expenditures” below for further detail. We believe daily vessel operating expenses 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 our fleet will incur over a full year of operation. Our actual daily vessel operating expenses per vessel for the three months ended September 30, ~~2019~~2020 were ~~$106~~$371 above the weighted-average budgeted rate of ~~$4,525~~$4,590 per vessel per day for the entire year.

Restrictions on crew rotations led to a temporary decline in crewing related expenses of approximately $1 million during the first half of this year. However, such costs began to increase in June 2020, reaching their highest level during the third quarter of 2020. Although we have completed a significant number of crew rotations, we still expect higher costs related to crew rotations surrounding COVID restrictions. Travel and port restrictions together with promoting the health of the on-signing crew boarding the ship while the off-signing crew gets home safely have all been increasing challenges that shipowners are facing globally. As crew members worldwide have in many cases, including on certain of our vessels, exceeded the duration of their contracts there is an increased urgency to work towards completing more crew rotations in the coming months. Given this urgency, since June 2020, certain of these crew rotations have led to and could continue to lead to additional deviation time of our vessels as well as unbudgeted expenses due to testing, PPE, quarantine periods and higher than normal travel expenses due to increased airfare costs.

The timing of crew rotations remains dependent on the duration and severity of COVID-19 in countries from which our crews are sourced as well as any restrictions in place at ports in which our vessels call. In cases when crew rotations have been delayed further, we have paid some additional costs related to crew bonuses to retain the existing crew members on board since June 2020 and may continue to do so.

Our vessel operating expenses, which generally represent fixed costs for each vessel, increase to the extent 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. The impact of COVID-19 could result in potential shortages or a lack of access to required spare parts for the operation of our vessels, potential delays in any unscheduled repairs, deviations for crew changes or increased costs to successfully execute a crew change, which could lead to business disruptions and delays. We expect that crew costs for the crew that we utilize on our vessels will increase going forward due to expected higher wages, as well as the impact of COVID-19 restrictions.

CHARTER HIRE EXPENSES-

Charter hire expenses ~~increased~~decreased by ~~$4.8~~$4.5 million from ~~$0.7 million during the three months ended September 30, 2018 to~~ $5.5 million during the three months ended September 30, ~~2019. During~~2019 to $1.0 million during the ~~third quarter~~three months ended September 30, 2020. The decrease was primarily due to fewer chartered-in days, as well as the chartering in of ~~2019, we chartered in eight third-party vessels as compared to only two~~smaller class vessels during the third quarter of ~~2018.~~2020 as compared to the third quarter of 2019.

GENERAL AND ADMINISTRATIVE EXPENSES-

We incur general and administrative expenses that relate to our onshore non-vessel-related activities. Our general and administrative expenses include our payroll expenses, including those relating to our executive officers, operating lease expense, legal, auditing and other professional expenses. General and administrative expenses include nonvested stock amortization expense which represent the amortization of stock-based compensation that has been issued to our Directors and employees pursuant to ~~Management Incentive Program (the “MIP”) and~~ the 2015 Equity Incentive Plan. Refer to Note 1513 — Stock-Based Compensation in our Condensed Consolidated Financial Statements. General and administrative expenses also include legal and professional fees associated with our credit facilities, which are not capitalizable to deferred financing costs.

Table of Contents

We ~~expect to incur~~incurred additional general and administrative expenses during 2019 as a result of our global expansion to Singapore and ~~Copenhagen.~~Copenhagen and have incurred additional expenses related to these overseas offices during 2020.

For the three months ended September 30, ~~2019~~2020 and ~~2018,~~2019, general and administrative expenses were ~~$6.1~~$5.1 million and ~~$5.0~~$6.1 million, respectively. The ~~$1.1~~$1.0 million ~~increase~~decrease was primarily due to ~~an increase in compensation related~~lower office rent and administrative expenses ~~as well as an increase in professional fees.~~.

TECHNICAL MANAGEMENT FEES-

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. Technical management fees were ~~$1.9~~$1.7 million and ~~$2.0~~$1.9 million during the three months ended September 30, 2020 and 2019, ~~and 2018,~~ respectively. ~~The decrease was due to a smaller fleet during the third quarter of 2019.~~

DEPRECIATION AND AMORTIZATION-

We depreciate the cost of our vessels on a straight-line basis over the expected useful life of each vessel. Depreciation is based on the cost of the vessel less its estimated residual value. We estimate the useful life of our vessels

~~Table of Contents~~

~~to be 25 years and we estimate the residual value by taking the estimated scrap value of $310 per lightweight ton times the weight of the ship in lightweight tons.~~

Depreciation and amortization expense ~~increased~~decreased by ~~$0.9~~$2.1 million to $16.1 million during the three months ended September 30, 2020 as compared to $18.2 million during the three months ended September 30, ~~2019 as compared to $17.3 million during the three months ended September 30, 2018.~~2019. This ~~increase~~decrease was primarily due to ~~an increase in depreciation expense recorded during the third quarter of 2019 for the six vessels delivered during the third quarter of 2018, partially offset by~~ a decrease in depreciation expense for eight of the Handysize and the four Supramax vessels that were impaired during the first quarter of 2020, as well as a decrease for the ~~six~~seven vessels that were sold during the fourth quarter of ~~2018~~2019 and the ~~first quarter of 2019, as well as a decrease for the five vessels that were impaired during the second and third quarter of 2019.~~nine months ended September 30, 2020. Refer to Note 4 — Vessel Acquisitions and Dispositions in our Condensed Consolidated Financial Statements. These decreases were partially offset by an increase in depreciation expense related to scrubber additions for our Capesize vessels.

IMPAIRMENT OF VESSEL ASSETS-

During the three months ended September 30, 2020 and 2019, we recorded $21.9 million and $12.2 million of impairment of vessel assets, respectively.

During the three months ended September 30, 2020, we reduced the carrying values of four of our Supramax vessels, the Baltic Panther, the Genco Loire, the Baltic Jaguar and the Genco Normandy, to their net sales price which resulted in $13.9 million of impairment recorded during the third quarter of 2020.

Additionally, during the three months ended September 30, 2020, we recorded total impairment of $8.0 million for three of our Supramax vessels; the Genco Lorraine, the Baltic Cougar and the Baltic Leopard. The carrying values of these vessels were adjusted to their respective fair market values.

During the three months ended September 30, 2019, we ~~recorded~~reduced the carrying values of two of our Panamax vessels, the Genco Raptor and Genco Thunder, and one of our Handysize vessels, the Genco Champion, to their net sales price which resulted in $12.2 million of impairment ~~of vessel assets. There was no impairment of vessel assets~~recorded during the ~~three months ended September 30, 2018.~~ third quarter of 2019.

On November 4, 2019, the Company entered into an agreement to sell the Genco Raptor, a 2007-built Panamax vessel, to a third party for $10.2 million less a 2.0% commission payable to a third party. As the anticipated undiscounted cash flows, including the net sales price, did not exceed the net book value of the vessel as of September 30, 2019, the vessel value for the Genco Raptor was adjusted to its net sales price of $10.0 million as of September 30, 2019. This resulted in an impairment loss of $5.9 million during the three months ended September 30, 2019.

On September 25, 2019, the Company entered into an agreement to sell the Genco Thunder, a 2007-built Panamax vessel, for $10.4 million less a 2.0% broker commission payable to a third party. Therefore, the vessel value for the Genco Thunder was adjusted to its net sales price of $10.2 million as of September 30, 2019. This resulted in an impairment loss of $5.7 million during the three months ended September 30, 2019.

On September 20, 2019, the Company entered into an agreement to sell the Genco Champion, a 2006-built Handysize vessel, for $6.6 million less a 3.0% broker commission payable to a third party. Therefore, the vessel value for the Genco Champion was adjusted to its net sales price of $6.4 million as of September 30, 2019. This resulted in an impairment loss of $0.6 million during the three months ended September 30, 2019.

Refer to Note 2 — Summary of Significant Accounting Policies in our Condensed Consolidated Financial Statement for further ~~information.~~ information regarding the impairment of these vessels.

~~GAIN~~For our impairment analysis, we utilize the ten-year historical one-year time charter average to project future charter rates, which we believe appropriately takes into account the volatility and highs and lows of the shipping cycle. In particular, for our Supramax vessels, the projected undiscounted cash flows are relatively close to their recorded values, and there is the possibility that the Company may be required to recognize impairment charges if the ten-year historical one-year time charter average declines in future quarters. Please see “Critical Accounting Policies – Impairment of long-lived assets” in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operation” in the 2019 10-K.

LOSS (GAIN) ON SALE OF VESSELS-

Table of Contents

During the third quarter of ~~2018,~~2020, we recorded a net ~~gain~~loss on sale of vessels of ~~$1.5~~$0.4 million related primarily to the sale of the ~~Genco Progress on September 13, 2018~~Baltic Wind and Baltic Breeze during the ~~sale~~third quarter of ~~the Genco Surprise on August 7, 2018.~~2020. There were no vessels sold during the third quarter of 2019.

OTHER (EXPENSE) INCOME-

NET INTEREST EXPENSE –

Net interest expense ~~increased~~decreased by ~~$0.3~~$1.9 million from ~~$6.6 million during the three months ended September 30, 2018 to~~ $6.9 million during the three months ended September 30, ~~2019.~~2019 to $5.0 million during the three months ended September 30, 2020. Net interest expense during the three months ended September 30, ~~2019~~2020 and ~~2018~~2019 consisted of interest expense under our credit facilities and amortization of deferred financing costs for those facilities. This ~~increase~~decrease was primarily due to a ~~$0.2~~$2.7 million decrease in interest ~~income during~~expense as a result of lower interest rates as a result of the ~~third quarter of 2019~~reduction in LIBOR, as ~~compared to the same period during 2018~~well as lower outstanding debt. This was offset by a $0.8 million decrease in interest income due to a decrease in interest earned on our time deposits. There was also a $0.1 million increase in interest expense was primarily due to an increase in the interest expense associated with the $108 Million Credit Facility, which was entered into on August 14, 2018 partially offset by a decrease in interest expense associated with the $495 Million Credit Facility as the result of a lower debt balance due to required loan repayments. Refer to Note 7 — Debt in our Condensed Consolidated Financial Statements for information regarding our credit facilities.deposits and cash accounts.

~~Table of Contents~~

Nine months ended September 30, ~~2019~~2020 compared to the nine months ended September 30, ~~2018~~2019

VOYAGE REVENUES-

For the nine months ended September 30, ~~2019,~~2020, voyage revenues ~~increased~~decreased by ~~$25.5~~$20.7 million, or ~~10.0%~~7.4%, to ~~$280.8~~$260.1 million as compared to ~~$255.3~~$280.8 million for the nine months ended September 30, ~~2018.~~ 2019. The ~~increase~~decrease in voyage revenues was primarily due to ~~increased employment~~the operation of fewer vessels ~~on spot market voyage charters,~~in our fleet, as well as a decrease in revenue earned by our minor bulk vessels. These decreases were partially offset by ~~the effect of trading~~an increase in revenue earned by our Capesize ~~vessels primarily in~~vessels. Refer to the ~~Pacific basin and offhire related~~discussion above included under the section “Three months ended September 30, 2020 compared to ~~scrubber installations, ballast water treatment system installations and special surveys as noted above for~~ the three months ended September 30, ~~2019.~~2019 – Voyage Revenues” for further information. During the nine months ended September 30, 2019, Capesize freight rates were negatively impacted due to the Vale dam breach and tropical cyclone Veronica.

The average Time Charter Equivalent (“TCE”) rate of our fleet decreased ~~12.2%~~marginally by 1.0% to $9,307 a day for the nine months ended September 30, 2020 from $9,405 a day for the nine months ended September 30, ~~2019 from $10,710 a day for the nine months ended September 30, 2018.~~ ~~The decrease in TCE rates was primarily due to lower rates achieved by the majority of the vessels in our fleet.~~2019.

For the nine months ended September 30, ~~2019~~2020 and ~~2018,~~2019, we had ~~15,861.2~~14,494.8 and ~~16,532.9~~15,861.2 ownership days, respectively. The decrease in ownership days is primarily due to the sale of ~~eight~~four vessels during 2019 and four vessels during the ~~second half of 2018 and the first quarter of 2019 partially offset by the delivery of six vessels during the third quarter of 2018.~~nine months ended September 30, 2020. Fleet utilization decreased to 97.3% during the nine months ended September 30, 2020 from 97.9% during the nine months ended September 30, 2019 ~~from 98.5%~~primarily due to additional offhire associated with delays in the completion of the sale of the Baltic Breeze and Genco Bay as a result of COVID-19 restrictions during the nine months ended September 30, ~~2018, primarily due to an increase in offhire time~~2020, as well delays during ~~2019.~~ crew changes as a result of COVID restrictions during the nine months ended September 30, 2020.

VOYAGE EXPENSES-

Voyage expenses ~~increased~~decreased by ~~$49.2~~$4.2 million from ~~$78.6 million during the nine months ended September 30, 2018 as compared to~~ $127.8 million ~~during the nine months ended September 30, 2019. This increase was primarily due to the employment of vessels on additional spot market voyage charters~~ during the nine months ended September 30, 2019 as compared to ~~the same period during 2018. Spot market voyage charters incur significantly higher voyage expenses as compared to time charters, spot market-related time charters and pool arrangements.~~

~~VESSEL OPERATING EXPENSES-~~

~~Vessel operating expenses decreased by $0.4 million from $72.6~~$123.6 million during the nine months ended September 30, ~~2018~~2020. The decrease in voyage expenses was primarily due to the operation of fewer vessels during the nine months ended September 30, 2020 as compared to the nine months ended September 30, 2019. This decrease was partially offset by an increase in bunker consumption. This increase was primarily due to the onset of IMO 2020, in which our non-scrubber fitted minor bulk fleet consumed more expensive low sulfur fuel as opposed to high sulfur fuel in order to comply with sulfur emissions regulations that took effect on January 1, 2020. Although fuel prices decreased during the second quarter of 2020 and then began to increase again during the third quarter of 2020, the initial low sulfur fuel that was purchased for our vessels during the end of 2019 and the first quarter of 2020 and consumed during the nine months ended September 30, 2020 was at a higher cost basis.

VESSEL OPERATING EXPENSES-

Table of Contents

Vessel operating expenses decreased by $5.9 million from $72.3 million during the nine months ended September 30, ~~2019.~~ 2019 to $66.3 million during the nine months ended September 30, 2020. The decrease was primarily due to fewer owned vessels during the nine months ended September 30, ~~2019~~2020 as compared to the same period ~~during 2018, partially offset by higher drydocking related expenses.~~in 2019.

Daily vessel operating expenses increased to ~~$4,556~~$4,576 per vessel per day for the nine months ended September 30, ~~2019~~2020 from ~~$4,394~~$4,556 per day for the nine months ended September 30, ~~2018.~~2019. The increase in daily vessel operating expense was ~~predominantly~~primarily due to higher ~~drydocking related~~crew expenses ~~(refer to “Capital Expenditures” below for further detail), as well as crew~~partially offset by lower drydocking related expenses. We believe daily vessel operating expenses 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 our fleet will incur over a full year of operation. Our actual daily vessel operating expenses per vessel for the nine months ended September 30, ~~2019~~2020 were ~~$31 above~~$14 below the weighted-average budgeted rate of ~~$4,525~~$4,590 per vessel per day for the entire year.

CHARTER HIRE EXPENSES-

Charter hire expenses ~~increased~~decreased by ~~$11.5~~$7.2 million from ~~$1.2 million during the nine months ended September 30, 2018 to~~ $12.7 million during the nine months ended September 30, ~~2019. During the nine months ended September 30,~~ 2019 ~~we chartered in 23 third-party vessels as compared~~ to ~~only four during the same period during 2018.~~

~~GENERAL AND ADMINISTRATIVE EXPENSES-~~

For the nine months ended September 30, 2019 and 2018, general and administrative expenses were $18.3 million and $16.8 million, respectively. The $1.5 million increase was primarily due to an increase in compensation related expenses.

~~Table of Contents~~

~~TECHNICAL MANAGEMENT FEES-~~

~~Technical management fees were $5.7 million and $5.9~~$5.5 million during the nine months ended September 30, ~~2019 and 2018, respectively.~~2020. The decrease was primarily due to afewer chartered-in days, as well as the chartering in of smaller ~~fleet~~class vessels during the nine months ended September 30, 2020 as compared to the same period during 2019.

GENERAL AND ADMINISTRATIVE EXPENSES-

For the nine months ended September 30, 2020 and 2019, general and administrative expenses were $16.4 million and $18.3 million, respectively. The $1.9 million decrease was primarily due to lower office rent and administrative expenses, as well as lower legal and professional fees associated with our credit facilities.

TECHNICAL MANAGEMENT FEES-

Technical management fees were $5.3 million and $5.7 million during the nine months ended September 30, 2020 and 2019, respectively.

DEPRECIATION AND AMORTIZATION-

Depreciation and amortization expense ~~increased~~decreased by ~~$3.9~~$4.9 million to $49.6 million during the nine months ended September 30, 2020 as compared to $54.5 million during the nine months ended September 30, 2019. This decrease was primarily due to a decrease in depreciation expense for eight of the Handysize and the four Supramax vessels that were impaired during the first quarter of 2020, as well as a decrease for the seven vessels that were sold during the fourth quarter of 2019 ~~as compared to $50.6 million during~~and the nine months ended September 30, 2018. This increase was primarily due to depreciation expense recorded during the nine months ended September 30, 2019 for the six vessels delivered during the third quarter of 2018, partially offset by a decrease in depreciation for the eight vessels that were sold during the second half of 2018 and the first quarter of 2019.2020. Refer to Note 4 — Vessel Acquisitions and Dispositions in our Condensed Consolidated Financial Statements. ~~There was also~~These decreases were partially offset by an increase in depreciation expense related to scrubber additions for our Capesize vessels.

IMPAIRMENT OF VESSEL ASSETS-

During the nine months ended September 30, 2020 and 2019, we recorded $134.7 million and $26.1 million of impairment of vessel assets, respectively.

During the third quarter of 2020, we reduced the carrying values of four of our Supramax vessels, the Baltic Panther, the Genco Loire, the Baltic Jaguar and the Genco Normandy, to their net sales price which resulted in ~~the amortization~~$13.9 million of ~~drydocking assets as there were more vessels that completed drydockings~~impairment recorded during the nine months ended September 30, ~~2019 as compared~~2020.

Additionally, during the third quarter of 2020, we recorded total impairment of $8.0 million for three of our Supramax vessels; the Genco Lorraine, the Baltic Cougar and the Baltic Leopard. The carrying value of these vessels were adjusted to their respective fair market values.

Table of Contents

Additionally, during the ~~same period~~first quarter of 2020, we recorded total impairment of $85.8 million for our ten Handysize vessels. The carrying value of seven of the vessels were adjusted to their respective fair market values (the Baltic Hare, the Baltic Fox, the Baltic Cove, the Genco Ocean, the Genco Avra, the Genco Mare and the Genco Spirit) and the carrying value of three of the vessels were reduced to their net sales price (the Baltic Wind, the Baltic Breeze and the Genco Bay).

Lastly, during ~~2018. Refer~~the first quarter of 2020, we recorded total impairment of $27.0 million for four of our Supramax vessels; the Genco Picardy, the Genco Predator, the Genco Provence and the Genco Warrior. The carrying value of these vessels were adjusted to ~~“Capital Expenditures” below for further detail.~~their respective fair market values.

~~IMPAIRMENT OF VESSEL ASSETS-~~

During the ~~nine months ended September 30,~~third quarter of 2019, we reduced the carrying values of two of our Panamax vessels, the Genco Raptor and ~~2018, we recorded $26.1 million~~Genco Thunder, and ~~$56.6~~one of our Handysize vessels, the Genco Champion, to their net sales price which resulted in $12.2 million of impairment ~~of vessel assets, respectively.~~

On September 20, 2019, the Company entered into an agreement to sell the Genco Champion, a 2006-built Handysize vessel, for $6.6 million less a 3.0% broker commission payable to a third party. Therefore, the vessel value for the Genco Champion was adjusted to its net sales pricesecond quarter of ~~$6.4 million as of September 30, 2019. This resulted in an impairment loss of $0.6 million during the nine months ended September 30, 2019.~~

~~On August 2~~, 2019, we entered into an agreement to sell the Genco Challenger, a 2003-built Handysize vessel, for $5,250 less a 2.0% broker commission payable to a third party. As the anticipated undiscounted cash flows, including the net sales price, did not exceed the net book value of the vessel as of June 30, 2019, we reduced the carrying value of one of our Handysize vessels, the Genco Challenger, to ~~the~~its net sales price ~~on June 30, 2019. This~~which resulted in ~~an impairment loss of~~ $4.4 million of impairment during the ~~nine months ended September 30,~~third quarter of 2019.

~~At June 30,~~Lastly, during the second quarter of 2019, we ~~determined that the expected estimated future undiscounted cash flows~~recorded total impairment of $9.5 million for two of our Handysize vessels; the Genco Champion ~~a 2006-built Handysize vessel,~~ and ~~the~~ Genco ~~Charger, a 2005-built Handysize vessel, did not exceed the net book~~Charger. The carrying value of these vessels ~~as of June 30, 2019. As such, we~~were adjusted ~~the value of these vessels~~ to their respective fair market ~~values as of June 30, 2019. This resulted in an impairment loss of $9.5 million during the nine months ended September 30, 2019~~values.

On July 24, 2018, the Company entered into an agreement to sell the Genco Surprise. As the anticipated undiscounted cash flows, including the net sales price, did not exceed the net book value of the vessel as of June 30, 2018, we reduced the carrying value of the Genco Surprise to the net sales price on June 30, 2018. This resulted in an impairment loss of $0.2 million during the nine months ended September 30, 2018.

~~Table of Contents~~

On February 27, 2018, our Board of Directors determined to dispose of the Company’s following nine vessels; the Genco Cavalier, the Genco Loire, the Genco Lorraine, the Genco Muse, the Genco Normandy, the Baltic Cougar, the Baltic Jaguar, the Baltic Leopard and the Baltic Panther, at times and on terms to be determined in the future. Given this decision, and that the estimated future undiscounted cash flows for each of these older vessels did not exceed the net book value for each vessel, we have adjusted the values of these older vessels to their respective fair market values during the nine months ended September 30, 2018. This resulted in an impairment loss of $56.4 million during the nine months ended September 30, 2018.

Refer to Note 2 — Summary of Significant Accounting Policies in our Condensed Consolidated Financial Statement for further ~~information.~~ information regarding the impairment of these vessels.

~~GAIN~~LOSS (GAIN) ON SALE OF VESSELS-

During the nine months ended September 30, 2020, we recorded a net loss on sale of vessels of $0.8 million related primarily to the sale of the Genco Charger and Genco Thunder during the first quarter of 2020 and the sale of the Baltic Wind and Baltic Breeze during the third quarter of 2020. During the nine months ended September 30, 2019, we recorded a net gain on sale of vessels of $0.6 million related primarily to the sale of the Genco Vigour ~~on January 28, 2019. During the nine months ended September 30, 2018, we recorded a net gain on sale of vessels of $1.5 million related to the sale of the Genco Progress and the Genco Surprise~~ during the ~~third~~first quarter of ~~2018.~~ 2019.

OTHER (EXPENSE) INCOME-

NET INTEREST EXPENSE –

Net interest expense decreased by ~~$0.3~~$4.6 million from ~~$21.5 million during the nine months ended September 30, 2018 to~~ $21.2 million during the nine months ended September 30, ~~2019.~~2019 to $16.6 million during the nine months ended September 30, 2020. Net interest expense during the nine months ended September 30, ~~2019~~2020 and ~~2018~~2019 consisted of interest expense under our credit facilities and amortization of deferred financing costs for those facilities. This decrease was primarily due to a ~~$0.5~~$7.0 million ~~increase~~decrease in interest expense as a result of lower interest rates, as well as lower outstanding debt. This was offset by a $2.3 million decrease in interest income ~~during the nine months ended September 30, 2019 as compared to the same period during 2018~~ due to ~~an increase~~a decrease in interest earned on our time deposits and ~~our~~ cash accounts. ~~Refer to Note 7 — Debt in our Condensed Consolidated Financial Statements for information regarding our credit facilities.~~

IMPAIRMENT OF RIGHT-OF-USE ASSET –

During the nine months ended September 30, 2019, we recognized $0.2 million of impairment charges on ~~its~~our operating lease right-of-use asset in accordance with ASC 360. ~~Refer to Note 13 — Leases in our Condensed Consolidated Financial Statements for further information.~~

~~LOSS ON DEBT EXTINGUISHMENT –~~

During the nine months ended September 30, 2018, we recorded a $4.5 million loss on debt extinguishment as a result of the refinancing of our $400 Million Credit Facility, $98 Million Credit Facility and 2014 Term Loan Facilities with the $460 Million Credit Facility on June 5, 2018. Refer to Note 7 — Debt in our Condensed Consolidated Financial Statements for information regarding our credit facilities.

LIQUIDITY AND CAPITAL RESOURCES

Our primary sources of liquidity are cash flow from operations, cash on hand, equity offerings and credit facility borrowings. We currently use our funds primarily for the acquisition of vessels generally and under our ongoing fleet renewal program, drydocking for our vessels, and satisfying working capital requirements as may be needed to

Table of Contents

support our business and make required payments under our indebtedness. Our ability to continue to meet our liquidity needs is subject to and will be affected by cash utilized in operations, the economic or business environment in which we operate, shipping industry conditions, the financial condition of our customers, vendors and service providers, our ability to comply with the financial and other covenants of our indebtedness, and other factors.

We ~~expect~~believe, given our current cash holdings, if drybulk shipping rates do not decline significantly from current levels, our capital resources, including cash anticipated to be generated within the year, are sufficient to fund our operations for at least the next twelve months. Such resources include unrestricted cash and cash equivalents of $136.2 million as of September 30, 2020, which compares to a minimum liquidity requirement under our credit facilities of approximately $36 million as of the date of this report. Given quarterly amortization payments of $20.2 million beginning on December 31, 2020 under our credit facilities, anticipated capital expenditures related to drydockings and the installation of ballast water treatment systems (“BWTS”), as well as any quarterly dividend payments, we anticipate to continue to have significant cash expenditures. However, if market conditions were to worsen significantly due to the current COVID-19 pandemic or other causes, then our cash resources may decline to a level that may put at risk our ~~fuel costs~~ability to service timely our debt and capital expenditure commitments.

Our credit facilities contain collateral maintenance covenants that require the aggregate appraised value of collateral vessels to be at least 135% of the principal amount of the loan outstanding under each such facility. If the values of our ~~fuel inventories will increase in 2019~~vessels were to decline as a result of ~~sulfur emission regulations due~~COVID-19 or otherwise, we may not satisfy this collateral maintenance requirement. Outstanding borrowings under our revolving credit facility, which total $23.1 million as of September 30, 2020, make it more difficult to ~~take effect on January 1, 2020.~~satisfy the collateral maintenance requirement under our $133 Million Credit Facility. If we do not satisfy the collateral maintenance requirement, we will need to post additional collateral or prepay outstanding loans to bring us back into compliance, or we will need to seek waivers, which may not be available or may be subject to conditions.

~~Table~~In the future, we may require capital to fund acquisitions or to improve or support our ongoing operations and debt structure, particularly in light of ~~Contents~~

~~On June 19, 2018,~~economic conditions resulting from the ongoing COVID-19 pandemic. We may from time to time seek to raise additional capital through equity or debt offerings, selling vessels or other assets, pursuing strategic opportunities, or otherwise. We may also from time to time seek to incur additional debt financing from private or public sector sources, refinance our indebtedness or obtain waivers or modifications to our credit agreements to obtain more favorable terms, enhance flexibility in conducting our business, or otherwise. We may also seek to manage our interest rate exposure through hedging transactions. We may seek to accomplish any of these independently or in conjunction with one or more of these actions. However, if market conditions are unfavorable, we closed an equity offering of 7,015,000 shares of common stock at an offering price of $16.50 per share. We received net proceeds of approximately $109.6 million after deducting underwriters’ discounts and commissions and other expenses. We used the net proceedsmay be unable to ~~finance a portion~~accomplish any of the ~~purchase price for the two Capesize and two Ultramax vessels that we acquired during the third quarter of 2018. Refer to~~ ~~Note 4 — Vessel Acquisitions and Dispositions.~~foregoing on acceptable terms or at all.

We entered into the $495 Million Credit Facility on May 31, 2018, which was initially used to refinance our prior credit facilities: the $400 Million Credit Facility, the $98 Million Credit Facility and the 2014 Term Loan Facilities on June 5, 2018 and originally allowed borrowings of up to $460 million. On February 28, 2019, we entered into an amendment to the $495 Million Credit Facility that provides for an additional tranche of up to $35 million to finance a portion of the acquisitions, installations, and related costs for exhaust cleaning systems (or “scrubbers”) for 17 of the Company’s Capesize vessels. ~~Additionally,~~On June 5, 2020, we entered into an amendment to the ~~$108~~$495 Million Credit Facility to extend the period that collateral vessels can be sold or disposed of without prepayment of the loan if a replacement vessel or vessels meeting certain requirements are included as collateral from 180 days to 360 days.

We entered into the $133 Million Credit Facility on August 14, 2018, which was initially used to finance a portion of the purchase price for the six vessels that were purchased during the third quarter of ~~2018.~~2018 and originally allowed borrowings of up to $108 million. On June 11, 2020, we entered into an amendment to the $133 Million Credit Facility that provides us with a $25 million revolving credit facility to be used for general corporate and working capital purposes. Refer to Note 7 — Debt in our Condensed Consolidated Financial Statements.

At September 30, ~~2019,~~2020, we were in compliance with all financial covenants under the $495 Million Credit facility and the ~~$108~~$133 Million Credit ~~Facility.~~ Facility.

Table of Contents

Dividends

We believe our capital resources are sufficient to fund our operations for at least the next twelve months. Given the commencement of quarterly amortization payments of $16.6 million under our credit facilities on December 31, 2018, anticipated capital expenditures relating to installation of ballast water treatment systems (“BWTS”) and scrubbers on our vessels for environmental regulatory compliance during 2019, as well as the payment of the $0.175 dividend per share and the payment of the $0.325 special dividend per share during the fourth quarter of 2019, we anticipate that our cash expenditures will increase.

We intend to finance a significant portion of the cost associated with scrubbers on our vessels with borrowings as described above and further under “Capital Expenditures” below. Moreover, in the future, we may require capital to fund acquisitions or to improve or support our ongoing operations and debt structure. We may from time to time seek to raise additional capital through equity or debt offerings, selling vessels or other assets, pursuing strategic opportunities, or otherwise. We may also from time to time seek to refinance our indebtedness or obtain waivers or modifications to our credit agreements to obtain more favorable terms, enhance flexibility in conducting our business, or otherwise. We may seek to accomplish any of these independently or in conjunction with one or more of these actions. However, if market conditions are unfavorable, we may be unable to accomplish any of the foregoing on acceptable terms or at all.

~~Dividends~~

Our Board of Directors has adopted a quarterly dividend policy following the third quarter of 2019 to pay a dividend of $0.175 per share. ~~Accordingly, on November 6, 2019,~~However, in light of market weakness at the time and heightened economic uncertainty as a result of the COVID-19 pandemic, our Board of Directors determined it would be prudent to reduce our regular quarterly dividend for the first and second quarters of 2020 to $0.02 per share, respectively, following its quarterly reviews in order to support our balance sheet and liquidity position and better position us for an eventual economic recovery. Furthermore, our Board of Directors determined to maintain this dividend level for the third quarter of 2020, as we announced a quarterly dividend of ~~$0.175~~$0.02 per share ~~as well as a special dividend of $0.325 per share.~~on November 4, 2020. Our ~~quarterly dividend policy and declaration and~~Board expects to reassess the payment of dividends ~~are subject~~as appropriate from time to legally available funds, compliance with law and contractual obligations and our Board of Directors’ determination that each declaration and payment is in the best interest of the Company and our shareholders.time. Our declaration and payment of dividends is subject to a number of conditions and restrictions as described below.

On November 5, 2019, we entered into amendments with our lenders to the dividend covenants of the credit agreements for our $495 Million Credit Facility and our ~~$108~~$133 Million Credit Facility. Under the terms of these two facilities as so amended, dividends or repurchases of our stock are subject to customary conditions. We may pay dividends or repurchase stock under these facilities to the extent our total unrestricted cash and cash equivalents are greater than $100 million and 18.75% of our total indebtedness, whichever is higher; if we cannot satisfy this condition, we are subject to a limitation of 50% of consolidated net income for the quarter preceding such dividend payment or stock repurchase if the collateral maintenance test ratio is 200% or less for such quarter, for which purpose the full commitment of up to $35 million of our new scrubber tranche is assumed to be drawn. At September 30, 2020, we had unrestricted cash and cash equivalents of $136.2 million. We have commitments for amortization payments expected to be $20.2 million beginning on December 31, 2020 under our credit facilities. Therefore, if we do not generate cash flow from operations, we would be unlikely to be able to declare or pay dividends after the end of 2020, except to the extent of permissible dividends from net income.

~~Table of Contents~~

The declaration and payment of any dividend or any stock repurchase is subject to the discretion of our Board of Directors. Our Board of Directors and management continue to closely monitor market developments together with the evaluation of our quarterly dividend policy in the current market environment. The principal business factors that our Board of Directors expects to consider when determining the timing and amount of dividend payments or stock repurchases include our earnings, financial condition, and cash requirements at the time. Marshall Islands law generally prohibits the declaration and payment of dividends or stock repurchases other than from surplus. Marshall Islands law also prohibits the declaration and payment of dividends or stock repurchases while a company is insolvent or would be rendered insolvent by the payment of such a dividend or such a stock repurchase. Heightened economic uncertainty and the potential for renewed drybulk market weakness as a result of the COVID-19 pandemic and related economic conditions may result in our suspension, reduction, or termination of future quarterly dividends.

U.S. Federal Income Tax Treatment of Dividends

U.S. Holders

For purposes of this discussion, the term "U.S. Holder" means a beneficial owner of our common stock that is, for U.S. federal income tax purposes, (i) an individual U.S. citizen or resident, (ii) a corporation that is created or organized in or under the laws of the United States, any state thereof or the District of Columbia, or any other U.S. entity taxable as a corporation, (iii) an estate the income of which is subject to U.S. federal income taxation regardless of its source, or (iv) a trust if either (x) a court within the United States is able to exercise primary jurisdiction over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust, or (y) the trust has a valid election in effect under applicable Treasury Regulations to be treated as a U.S. person. If a partnership, or an entity treated for U.S. federal income tax purposes as a partnership, such as a limited liability company, holds common stock, the tax treatment of a partner will generally depend on the status of the partner and upon the activities of the partnership. If you are a partner in such a partnership holding our common stock, you are encouraged to consult your tax advisor. A beneficial owner of our common stock (other than a partnership) that is not a U.S. Holder is referred to below as a "Non-U.S. Holder."

Table of Contents

Subject to the discussion of passive foreign investment company (PFIC) status on pages ~~41-42~~41 – 42 in the ~~2018~~2019 10-K, any distributions made by us to a U.S. Holder with respect to our common shares generally will constitute dividends to the extent of our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Distributions in excess of those earnings and profits will be treated first as a nontaxable return of capital to the extent of the U.S. Holder's tax basis in our common shares (determined on a share-by-share basis), and thereafter as capital gain. ~~Because we are not a U.S. corporation,~~ U.S. Holders that ~~are corporations will not be entitled to claim a dividends-received deduction with respect to any distributions they receive from us (provided, however, that a U.S. corporation that owns~~own at least 10% of our shares may be able to claim a dividends-received-deduction and should consult ~~its~~their tax ~~advisor).~~advisors.

Dividends paid on our common shares to a U.S. Holder who is an individual, trust or estate, or a "non-corporate U.S. Holder," will generally be treated as "qualified dividend income" that is taxable to such non-corporate U.S. Holder at preferential tax rates, provided that (1) our common shares are readily tradable on an established securities market in the United States (such as the NYSE, on which our common shares are traded); (2) we are not a PFIC for the taxable year during which the dividend is paid or the immediately preceding taxable year (which we do not believe we have been, are, or will be); (3) the non-corporate U.S. ~~Holder 's~~Holder's holding period of our common shares includes more than 60 days in the 121-day period beginning 60 days before the date on which our common shares becomes ex-dividend; and (4) the non-corporate U.S. Holder is not under an obligation to make related payments with respect to positions in substantially similar or related property. A non-corporate U.S. Holder will be able to take qualified dividend income into account in determining its deductible investment interest (which is generally limited to its net investment income) only if it elects to do so; in such case, the dividend will be taxed at ordinary income rates. Non-corporate U.S. Holders also may be required to pay a 3.8% surtax on all or part of such holder's "net investment income," which includes, among other items, dividends on our shares, subject to certain limitations and exceptions. Investors are encouraged to consult their own tax advisors regarding the effect, if any, of this surtax on their ownership of our shares.

Amounts taxable as dividends generally will be treated as passive income from sources outside the U.S. However, if (a) we are 50% or more owned, by vote or value, by U.S. Holders and (b) at least 10% of our earnings and profits are attributable to sources within the U.S., then for foreign tax credit purposes, a portion of our dividends would be treated as derived from sources within the U.S. With respect to any dividend paid for any taxable year, the U.S. source ratio of our dividends for foreign tax credit purposes would be equal to the portion of our earnings and profits from sources within the U.S. for such taxable year divided by the total amount of our earnings and profits for such taxable

~~Table of Contents~~

year. The rules related to U.S. foreign tax credits are complex and U.S. Holders should consult their tax advisors to determine whether and to what extent a credit would be available.

Special rules may apply to any "extraordinary dividend" — generally, a dividend in an amount which is equal to or in excess of 10% of a shareholder's adjusted basis (or fair market value in certain circumstances) in a share of our common shares — paid by us. If we pay an "extraordinary dividend" on our common shares that is treated as "qualified dividend income", then any loss derived by a non-corporate U.S. Holder from the sale or exchange of such common shares will be treated as long-term capital loss to the extent of such dividend.

Tax Consequences if We Are a Passive Foreign Investment Company

As discussed in “U.S. tax authorities could treat us as a ‘passive foreign investment company,’ which could have adverse U.S. federal income tax consequences to U.S. shareholders” in Item 1.A Risk Factors in our 2019 10-K, a foreign corporation generally will be treated as a PFIC for U.S. federal income tax purposes if, after applying certain look through rules, either (1) at least 75% of its gross income for any taxable year consists of “passive income” or (2) at least 50% of the average value or adjusted bases of its assets (determined on a quarterly basis) produce or are held for the production of passive income, i.e., “passive assets.” As discussed above, we do not believe that our past or existing operations would cause, or would have caused, us to be deemed a PFIC with respect to any taxable year. No assurance can be given that the IRS or a court of law will accept our position, and there is a risk that the IRS or a court of law could determine that we are a PFIC. Moreover, there can be no assurance that we will not become a PFIC in any future taxable year because the PFIC test is an annual test, there are uncertainties in the application of the PFIC rules, and although we intend to manage our business so as to avoid PFIC status to the extent consistent with our other business goals, there could be changes in the nature and extent of our operations in future taxable years.

Table of Contents

If we were to be treated as a PFIC for any taxable year in which a U.S. Holder owns shares of our common stock (and regardless of whether we remain a PFIC for subsequent taxable years), the tax consequences to such a U.S. holder upon the receipt of distributions in respect of such shares that are treated as “excess distributions” would differ from those described above. In general, an excess distribution is the amount of distributions received during a taxable year that exceed 125% of the average amount of distributions received by a U.S. Holder in respect of the common shares during the preceding three taxable years, or if shorter, during the U.S. Holder’s holding period prior to the taxable year of the distribution. The distributions that are excess distributions would be allocated ratably over the U.S. Holder’s holding period for the common shares. The amount allocated to the current taxable year and any taxable year prior to the first taxable year in which we were a PFIC would be taxed as ordinary income. The amount allocated to each of the other taxable years would be subject to tax at the highest marginal rate in effect for the U.S. Holder for that taxable year, and an interest charge for the deemed deferral benefit would be imposed on the resulting tax allocated to such other taxable years. The tax liability with respect to the amount allocated to taxable years prior to the year of the distribution cannot be offset by net operating losses. As an alternative to such tax treatment, a U.S. Holder may make a “qualified electing fund” election or “mark to market” election, to the extent available, in which event different rules would apply. The U.S. federal income tax consequences to a U.S. Holder if we were to be classified as a PFIC are complex. A U.S. Holder should consult with his or her own advisor with regard to those consequences, as well as with regard to whether he or she is eligible to and should make either of the elections described above.

Non-U.S. Holders

Non-U.S. Holders generally will not be subject to U.S. federal income tax on dividends received from us on our common shares unless the income is effectively connected with the conduct by the Non-U.S. Holder of a trade or business in the United States (“effectively connected income”) (and, if an applicable income tax treaty so provides, the dividends are attributable to a permanent establishment maintained by the Non-U.S. Holder in the U.S.). Effectively connected income (or, if an income tax treaty applies, income attributable to a permanent establishment maintained in the U.S.) generally will be subject to regular U.S. federal income tax in the same manner discussed above relating to taxation of U.S. Holders. In addition, earnings and profits of a corporate Non-U.S. Holder that are attributable to such income, as determined after allowance for certain adjustments, may be subject to an additional branch profits tax at a rate of 30%, or at a lower rate as may be specified by an applicable income tax treaty. Non-U.S. Holders may be subject to tax in jurisdictions other than the United States on dividends received from us on our common shares.

Dividends paid on our common shares to a non-corporate U.S. Holder may be subject to U.S. federal backup withholding tax if the non-corporate U.S. Holder:

●

fails to provide us with an accurate taxpayer identification number;

●

is notified by the IRS that they have become subject to backup withholding because they previously failed to report all interest orand dividends required to be shown on their federal income tax returns; or

●

fails to comply with applicable certification ~~requirements.~~

requirements

A holder that is not a U.S. Holder or a partnership may be subject to U.S. federal backup withholding with respect to such dividends unless the holder certifies that it is a non-U.S. person, under penalties of perjury, or otherwise establishes an exemption therefrom. Backup withholding tax is not an additional tax. Holders generally may obtain a refund of any amounts withheld under backup withholding rules that exceed their income tax liability by timely filing a refund claim with the IRS.

You are encouraged to consult your own tax advisor concerning the overall tax consequences arising in your own particular situation under U.S. federal, state, local, or foreign law from the payment of dividends on our common stock.

Table of Contents

Cash Flow

Net cash provided by operating activities for the nine months ended September 30, 2020 and 2019 was $16.0 million and $28.8 million, respectively. This decrease in cash provided by operating activities was primarily due to changes in working capital, as ~~compared to $43.4 million for the nine months ended September 30, 2018. Included~~well as a decrease in ~~the net loss~~drydocking related expenditures.

Net cash provided by investing activities during the nine months ended September 30, ~~2019 were $26.1~~2020 was $12.3 million of non-cash impairment charges, a gain of $0.6 million arising from the sale of the Genco Vigour, $0.9 million of non-cash lease expense and a loss of $0.2 million related to the non-cash impairment of our right-of-use operating lease asset. Included in the net loss during the nine months ended September 30, 2018 were $56.6 million of non-cash impairment charges, as well as a $4.5 million loss on the extinguishment of debt, a gain of $1.5 million arising from the sale of two vessels and a $5.3 million payment on the $400 Million Credit Facility. Depreciation and amortization expense for the nine months ended September 30, 2019 increased by $3.9 million primarily due to depreciation expense for the six vessels delivered during the third quarter of 2018, partially offset by a decrease in depreciation expense for the eight vessels that were sold during the second half of 2018 and the first quarter of 2019. Additionally, there was an $8.2 million increase in the fluctuation in due from charterers due to the timing of payments received from charterers and a $5.3 million increase in the fluctuation in prepaid expenses and other current assets due to the timing of payments. Lastly, there was a $21.2 million increase in the

~~Table of Contents~~

fluctuation in inventories associated with vessels on spot market voyage charters. These increases were partially offset by a $9.7 million increase in deferred drydocking costs as there were more vessels that completed drydocking during the nine months ended September 30, 2019 as compared to the same period during 2018. There was also a $5.1 million and $3.1 million decrease in the fluctuation of deferred revenue and accounts payable and accrued expenses, respectively, due to the timing of payments made.

~~Net cash used in investing activities was~~ $31.8 million ~~during the nine months ended September 30, 2019 as compared to $226.5 million during the nine months ended September 30, 2018. Net~~net cash used in investing activities during the nine months ended September 30, ~~2019 consisted~~2019. This fluctuation was primarily ~~of $24.7 million purchase of scrubbers for our vessels, $10.4 million purchase of vessels related primarily to ballast water treatment systems and $3.6 million for the purchase of other fixed assets~~ due to ~~the purchase of vessel equipment. These cash outflows during the nine months ended September 30, 2019 were partially offset by $6.3 million of~~an increase in net proceeds from the sale of ~~one vessel during the first half of 2019.~~ ~~Net cash used~~vessels in ~~investing activities during the nine months ended September 30, 2018 consisted primarily of $239.7 million purchase of vessels~~2020 year to date as compared to 2019, as well as a decrease in scrubber and ballast water treatment system related to the six vessels that delivered to us during the third quarter of 2018. This cash outflow during the nine months ended September 30, 2018 was partially offset by $10.6 million proceeds from the sale of two vessels during the third quarter of 2018 and $3.5 million of proceeds received for hull and machinery claims related primarily to the receipt of the remaining insurance settlement for the main engine repair claim for the Genco Tiger.expenditures.

Net cash used in financing activities during the nine months ended September 30, 2020 and 2019 was $29.8 million and $33.5 million, ~~as compared~~respectively. The decrease was primarily due to ~~net cash provided by financing activities of $144.2~~the $24.0 million drawdown on the $133 Million Credit Facility and the $11.3 million drawdown on the $495 Million Credit Facility during the nine months ended September 30, 2018. Net cash used in financing activities of $33.5 million for the nine months ended September 30, 2019 consisted primarily of the following: $49.6 million repayment of debt under the $495 Million Credit Facility; $4.7 million repayment of debt under the $108 Million Credit Facility; $0.6 million payment of deferred financing costs; and $0.1 million payment of common stock issuance costs. These cash outflows were2020 partially offset by ~~total drawdowns of~~a $21.5 million ~~under~~drawdown on the $495 Million Credit Facility during the nine months ended September 30, 2019. ~~Net cash provided~~This decrease was partially offset by ~~financing activities~~$9.0 million payment of ~~$144.2 million for~~dividends during the nine months ended September 30, ~~2018 consisted primarily of~~2020, as well as a $0.9 million increase in repayments under the ~~$460.0 million drawdown on the $460~~$133 Million Credit Facility during the ~~$108.0 million drawdown on~~nine months ended September 30, 2020 as compared to the ~~$108~~same period during 2019.

Credit Facilities

We entered into the $133 Million Credit Facility ~~and the net proceeds from the issuance of common stock~~ on June 19, 2018 of $109.8 million partially offset by the following: $399.6 million repayment of debt under the $400 Million Credit Facility; $93.9 million repayment of debt under the $98 Million Credit Facility; $25.5 million repayment of debt under the 2014 Term Loan Facilities; $11.5 million payment of deferred financing costs; and $3.0 million payment of debt extinguishment costs~~. On~~ August 14, 2018, ~~we entered into the $108 Million Credit Facility~~which was initially used to finance a portion of the purchase price for the six vessels ~~acquired~~ that were purchased during the third quarter of 2018. On June ~~5, 2018,~~11, 2020, we entered into an amendment to the ~~$495~~$133 Million Credit Facility ~~refinanced the following three existing~~which provided us with a $25 million revolving credit facilities with its original $460 million tranche; the $400 Million Credit Facility, the $98 Million Credit Facility and the 2014 Term Loan Facilities. Additionally, on February 28, 2019, the $495 Million Credit Facility was amendedfacility to ~~add a tranche of $35 million for the purchase of scrubbers in addition to the original $460 million tranche~~be used for ~~the refinancing on June 5, 2018.~~

~~Credit Facilities~~

~~Refer to Note 7 — Debt in our Condensed Consolidated Financial Statements for information regarding our current credit facilities, including the underlying financial~~general corporate and non-financial covenants. We entered into the $108 Million Credit Facility on August 14, 2018 to finance a portion of the purchase price for the six vessels that were purchased during the third quarter of 2018.working capital purposes. Additionally, we entered into the $495 Million Credit Facility on May 31, 2018, which was initially used to refinance our prior credit ~~facilities: the $400 Million Credit Facility, the $98 Million Credit Facility and the 2014 Term Loan Facilities on June 5, 2018.~~facilities. On February 28, 2019, we entered into an amendment to the $495 Million Credit Facility, which provides for an additional tranche of up to $35 million to finance a portion of the acquisitions, installations, and related costs for exhaust cleaning systems (or “scrubbers”) for 17 of our Capesize vessels. On June 5, 2020, we entered into an amendment to the $495 Million Credit Facility to extend the period that collateral vessels can be sold or disposed of without prepayment of the loan if a replacement vessel or vessels meeting certain requirements are included as collateral from 180 days to 360 days.

~~Table of Contents~~

Interest Rate Swap Agreements, Forward Freight Agreements and Currency Swap Agreements

At September 30, ~~2019~~2020 and December 31, ~~2018,~~2019, we did not have any interest rate swap agreements. As part of our business strategy, we may enter into interest rate swap agreements to manage interest costs and the risk associated with changing interest rates. In determining the fair value of interest rate derivatives, we would consider the creditworthiness of both the counterparty and ourselves immaterial. Valuations prior to any adjustments for credit risk would be validated by comparison with counterparty valuations. Amounts would not and should not be identical due to the different modeling assumptions. Any material differences would be investigated.

AsAs part of our business strategy, we may enter into arrangements commonly known as forward freight agreements, or FFAs, to hedge and manage our exposure to the charter market risks relating to the deployment of our vessels. Generally, these arrangements would bind us and each counterparty in the arrangement to buy or sell a specified tonnage freighting commitment “forward” at an agreed time and price and for a particular route. Upon settlement, if the contracted charter rate is less than the average of the rates (as reported by an identified index) for the specified route and period, the seller of the FFA is required to pay the buyer an amount equal to the difference between the contracted rate and the settlement rate multiplied by the number of days in the specific period. Conversely, if the contracted rate is greater than the settlement rate, the buyer is required to pay the seller the settlement sum. Although FFAs can be entered into for a variety of purposes, including for hedging, as an option, for trading or for arbitrage, if we decided to enter into FFAs, our objective would be to hedge and manage market risks as part of our commercial management. It is not currently our intention to enter into FFAs to generate a stream of income independent of the revenues we derive from the operation of our fleet of vessels. If we determine to enter into FFAs, we may reduce our exposure to any declines in our results from operations due to weak market conditions or downturns, but may also limit our ability to benefit

Table of Contents

economically during periods of strong demand in the market. We have not entered into any FFAs as of September 30, ~~2019~~2020 and December 31, ~~2018.~~2019.

~~Contractual Obligations~~

The following table sets forth our contractual obligations and their scheduled maturity dates as of September 30, 2019. The table incorporates the employment agreement entered into in September 2007 with our Chief Executive Officer and President, John C. Wobensmith, as amended. The interest and borrowing fees and scheduled credit agreement payments below reflect the $495 Million Credit Facility and the $108 Million Credit Facility, as well as other fees associated with the facilities. The following table also incorporates the future lease payments associated with the lease for our current office space in New York. Refer to Note 13 — Leases in our Condensed Consolidated Financial Statements for further information regarding the terms of our current lease agreement. Lastly, the table incorporates the remaining contractual purchase obligations for the purchase of ballast water treatment systems for 43 of our vessels and the contractual purchase obligations remaining for the purchase of scrubber equipment for 17 of our vessels, refer to “Capital Expenditures” below for further information. All of our time charter-in agreements with third parties are less than twelve months and have not been included below.

Less Than

One to

Three to


One

Three

Five

More than

Total

Year (1)

Years

Years

Five Years

(U.S. dollars in thousands)

Credit Agreements

$
518,605

$
16,172

$
143,838

$
358,595

$
—

Interest and borrowing fees

73,117

6,481

43,756

22,880

—

Vessel purchase obligations

11,861

4,177

6,128

1,556

—

Executive employment agreement

630

163

467

—

—

Office leases

13,917

557

4,460

4,608

4,292

Totals

$
618,130

$
27,550

$
198,649

$
387,639

$
4,292

~~(1)~~

~~Represents the three-month period ending December 31, 2019.~~

~~Table of Contents~~

Interest expense has been estimated using 1.82% based on one-month LIBOR plus the average applicable margin of 3.25% for the $460 million tranche of the $495 Million Credit Facility, 2.50% for the $35 million tranche of the $495 Million Credit facility and 2.50% for the $108 Million Credit Facility.

Capital Expenditures

We make capital expenditures from time to time in connection with our vessel acquisitions. Our fleet currently consists of 5649 drybulk vessels, including 17 Capesize drybulk carriers, ~~two Panamax drybulk carriers,~~ six Ultramax drybulk carriers, 2019 Supramax drybulk carriers and 11seven Handysize drybulk carriers.

As previously announced, we have implemented a fuel efficiency upgrade program for certain of our vessels in an effort to generate fuel savings and increase the future earnings potential for these vessels. The upgrades have been successfully installed on 17 of our vessels in the aggregate during ~~planned drydockings from 2014 to 2017.~~previous drydockings.

Under U.S. Federal law and 33 CFR, Part 151, Subpart D, U.S. approved BWTS will be required to be installed in all vessels at the first out of water drydocking after January 1, 2016 if these vessels are to discharge ballast water inside 12 nautical miles of the coast of the U.S. U.S. authorities did not approve ballast water treatment systems until December 2016. Therefore, the U.S. Coast Guard (“USCG”) has granted us extensions for our vessels with 2016 drydocking deadlines until January 1, 2018; however, an alternative management system (“AMS”) may be installed in lieu. For example, in February 2015, the USCG added Bawat to the list of ballast water treatment systems that received AMS acceptance. An AMS is valid for five years from the date of required compliance with ballast water discharge standards, by which time it must be replaced by an approved system unless the AMS itself achieves approval. Furthermore, we received extensions for vessels drydocking in 2016 that allowed for further extensions to the vessels’ next scheduled drydockings in ~~year~~ 2021. Additionally, for our vessels that were scheduled to drydock in 2017 and 2018, the USCG has granted an extension that enables us to defer installation to the next scheduled out of water drydocking. Any newbuilding vessels that we acquire will have a USCG approved system or at least an AMS installed when the vessel is being built.

In addition, on September 8, 2016, the Ballast Water Management (“BWM”) Convention was ratified and had an original effective date of September 8, 2017. However, on July 7, 2017, the effective date of the BWM Convention was extended two years to September 8, 2019 for existing ships. This will require vessels to have a BWTS installed to coincide with the vessels’ next International Oil Pollution Prevention Certificate (“IOPP”) renewal survey after September 8, 2019. In order for a vessel to trade in U.S. waters, it must be compliant with the installation date as required by the USCG as outlined above.

During the second half of 2018, we entered into agreements for the purchase of BWTS for 4342 of our vessels. The cost of these systems will vary based on the size and specifications of each vessel and whether the systems will be installed in China. Based on the contractual purchase price of the BWTS and the estimated installation fees, the Company estimates the cost of the systems to be approximately ~~$0.8~~$0.9 million for Capesize, ~~$0.5 million for Panamax, $0.5~~$0.6 million for Supramax and $0.5 million for Handysize vessels. These costs will be capitalized and depreciated over the remainder of the life of the vessel. During 2019 and the nine months ended September 30, 2020, we completed the installation of BWTS on 17 and six of our vessels, respectively. We intend to fund the remaining BWTS purchase price and installation fees using cash on hand.

Under maritime regulations ~~due to take~~that went into effect on January 1, 2020, our vessels ~~such as ours will have~~were required to reduce sulfur emissions, for which the principal solutions are the use of scrubbers or buying fuel with low sulfur content. We have ~~entered into agreements to install~~completed the installation of scrubbers on our 17 Capesize ~~vessels.~~vessels, 16 of which were completed as of December 31, 2019 and the last one of which was completed on January 17, 2020. The ~~balance~~remainder of our vessels are ~~expected to consume compliant, low sulfur fuel, but we will continue to evaluate other options. We anticipate~~consuming VLSFO. The costs for the scrubber ~~installation on the 17 Capesize vessels to be completed in 2019~~equipment and ~~estimate that the cost of each scrubber, including~~ installation ~~will be approximately $2.25 million per vessel, which may vary according to the specifications of our vessels and technical aspects of the installation, among other variables. These costs~~ will be capitalized and depreciated over the remainder of the life of the vessel. This ~~does~~did not include any lost revenue associated with offhire days due to the installation of the scrubbers. During February 2019, we entered into an amendment to our $495 Million Credit Facility for an additional tranche of up to $35 million to cover a portion of the expenses to the acquisition and installation of scrubbers on our 17 Capesize vessels. We ~~intend to fund~~have funded the remainder of the costs with cash on hand. ~~The estimated costs and off-hire days associated with the installation of the scrubbers are included in the expenditure table below.~~ For

~~Table of Contents~~

vessels ~~for~~on which we dodid not ~~currently anticipate installing~~install scrubbers, ~~on,~~ we ~~expect to incur~~incurred additional costs during 2019 in order to transition these vessels from high sulfur fuel to compliant low sulfur fuel.

Table of Contents

In addition to acquisitions that we may undertake in future periods, we will incur additional expenditures due to special surveys and drydockings for our fleet. Through September 30, 2020, we have paid $42.7 million in cash installments towards our scrubber program and have drawn down $32.8 million under the scrubber tranche under our $495 Million Credit Facility.

We estimate our drydocking costs, including capitalized costs incurred during drydocking related to vessel assets and vessel equipment, BWTS costs, ~~scrubber costs~~ and scheduled off-hire days for our fleet through ~~2020~~2021 to be:


Year	Estimated Drydocking Cost (1)		Estimated BWTS Cost (2)		Estimated Off-hire Days (3)

	(U.S. dollars in millions)

Remainder of 2020	$	3.0	$	1.1	94
2021	$	9.3	$	5.4	230

Year

Estimated Drydocking
Cost

Estimated BWTS
Cost

Estimated Scrubber
Cost

Estimated Off-hire
Days

(U.S. dollars in millions)

2019

$
6.0

$
1.6

$
13.5

423

2020

$
10.5

$
4.7

$
—

290

(1)

Estimated drydocking costs during the remainder of 2020 and 2021 include $0.7 million and $2.1 million of costs, respectively, for vessels that could potentially be sold. Refer to “Impairment of long-lived assets” section in Note 2 — Summary of Significant Accounting Policies in our Condensed Consolidated Financial Statements.

(2)

Estimated BWTS costs during the remainder of 2020 and 2021 include $0.4 million and $1.5 million of costs, respectively, for vessels that could potentially be sold. Refer to “Impairment of long-lived assets” section in Note 2 — Summary of Significant Accounting Policies in our Condensed Consolidated Financial Statements.

(3)

Estimated offhire days during the remainder of 2020 and 2021 include 20 days and 60 days, respectively, for vessels that could potentially be sold. Refer to “Impairment of long-lived assets” section in Note 2 — Summary of Significant Accounting Policies in our Condensed Consolidated Financial Statements.

The costs reflected are estimates based on drydocking our vessels in China. Actual costs will vary based on various factors, including where the drydockings are actually performed. We expect to fund these costs with cash on hand (with the exception of certain scrubber costs as noted above). These costs do not include drydock expense items that are reflected in vessel operating expenses.

Actual length of drydocking will vary based on the condition of the vessel, yard schedules and other factors. Higher repairs and maintenance expense during drydocking for vessels which are over 15 years old typically result in a higher number of off-hire days depending on the condition of the vessel.

During the nine months ended September 30, ~~2019~~2020 and ~~2018,~~2019, we incurred a total of ~~$12.0~~$6.8 million and ~~$2.2~~$12.0 million of drydocking costs, respectively, excluding costs incurred during drydocking that were capitalized to vessel assets or vessel equipment.

During the nine months ended September 30, 2019, we paid a total of $24.7 million in cash installments towards our scrubber program and drew down $21.5 million under the scrubber tranche under our $495 Million Credit Facility. We anticipate paying approximately $13.5 million of additional cash installments towards our scrubber program, for which we can draw down approximately $11.5 million under our $495 Million Credit Facility.

~~Seventeen~~Ten vessels completed their respective drydockings during the nine months ended September 30, 2020, which included one vessel that began its drydocking during the fourth quarter of 2019. An additional ~~seven~~three of our vessels began their drydockings during the third quarter of ~~2019~~2020 and did not complete until the fourth quarter of ~~2019.~~2020. In addition to these ~~seven~~three vessels, we estimate that ~~nine more~~two of our vessels will be drydocked during the remainder of ~~2019~~2020 and 1411 of our vessels will be drydocked during ~~2020.~~ 2021.

~~To date,~~As of January 17, 2020, we have ~~installed~~completed the installation of scrubbers on ~~twelve of~~ our ~~vessels and expect to complete the installation on the remaining five vessels during the fourth quarter of 2019.~~17 Capesize vessels.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

Table of Contents

Inflation

~~Inflation~~

Inflation has only a moderate effect on our expenses given current economic conditions. In the event that significant global inflationary pressures appear, these pressures would increase our operating, voyage, general and administrative, and financing costs.

~~Table of Contents~~

CRITICAL ACCOUNTING POLICIES

There have been no changes or updates to our critical accounting policies as disclosed in the 2018 10-K, with the exception of new lease accounting pronouncements adopted as of January 1, 2019. Refer to “Recent accounting pronouncements” in Note 2 — Summary of Significant Accounting Policies of our Condensed Consolidated Financial Statements, which is incorporated herein by reference, for further information.2019 10-K.

Vessels and Depreciation

We record the value of our vessels at their cost (which includes acquisition costs directly attributable to the vessel and expenditures made to prepare the vessel for its initial voyage) less accumulated depreciation. We depreciate our drybulk vessels on a straight-line basis over their estimated useful lives, estimated to be 25 years from the date of initial delivery from the shipyard. Depreciation is based on cost less the estimated residual scrap value of $310/lwt based on the 15-year average scrap value of steel. An increase in the residual value of the vessels will decrease the annual depreciation charge over the remaining useful life of the vessels. Similarly, an increase in the useful life of a drybulk vessel would also decrease the annual depreciation charge. Comparatively, a decrease in the useful life of a drybulk vessel or in its residual value would have the effect of increasing the annual depreciation charge. However, when regulations place limitations over the ability of a vessel to trade on a worldwide basis, we will adjust the vessel’s useful life to end at the date such regulations preclude such vessel’s further commercial use.

The carrying value of each of our vessels does not represent the fair market value of such vessel or the amount we could obtain if we were to sell any of our vessels, which could be more or less. Under U.S. GAAP, we would not record a loss if the fair market value of a vessel (excluding its charter) is below our carrying value unless and until we determine to sell that vessel or the vessel is impaired as discussed in the ~~2018~~2019 10-K. ~~As of~~

During the three and nine months ended September 30, ~~2019, excluding~~2020, we recorded losses of $21.9 million and $134.7 million, respectively, related to the impairment of vessel assets.

During the third quarter of 2020, we reduced the carrying values of four of our Supramax vessels, the Baltic Panther, the Genco Loire, the Baltic Jaguar and the Genco Normandy, to their net sales price, which resulted in $13.9 million of impairment recorded during the three ~~Bourbon vessels we resold immediately upon delivery to MEP at our cost, we have sold 21 of our vessels since our inception~~ and ~~realized a profit in each instance, with the exception of the Genco Marine which was scrapped on May 17, 2016, the Genco Surprise which was sold~~nine months ended September 30, 2020.

Additionally, during the third quarter of ~~2018,~~2020, we reduced the carrying values of three of our Supramax vessels, the Genco Lorraine, the Baltic Cougar and the Baltic Leopard, to their respective fair market values at September 30, 2020, which resulted in $8.0 million of impairment recorded during the three and nine months ended September 30, 2020.

Additionally, we recorded total impairment of $85.8 million for our ten Handysize vessels during the nine months ended September 30, 2020. During the first quarter of 2020, the carrying value of seven of the Handysize vessels were adjusted to their respective fair market values (the Baltic Hare, the Baltic Fox, the Baltic Cove, the Genco Ocean, the Genco Avra, the Genco Mare and the Genco ~~Muse which was sold~~Spirit) and the carrying value of three of the Handysize vessels were reduced to their net sales price (the Baltic Wind, the Baltic Breeze and the Genco Bay).

Lastly, during the ~~fourth~~first quarter of ~~2018.~~ 2020, we reduced the carrying values of four of our Supramax vessels, the Genco Picardy, the Genco Predator, the Genco Provence and the Genco Warrior, to their respective fair market values at March 31, 2020, which resulted in $27.0 million of impairment recorded during the nine months ended September 30, 2020.

During the three and nine months ended September 30, 2019, we recorded losses of $12.2 million and $26.1 million, respectively, related to the impairment of vessel assets. ~~There was $5.9~~

Table of Contents

During the third quarter of 2019, we reduced the carrying values of two of our Panamax vessels, the Genco Raptor and Genco Thunder, and one of our Handysize vessels, the Genco Champion, to their net sales price which resulted in $12.2 million of impairment ~~expense~~ recorded during the three and nine ~~months~~month ended September 30, 2019.

Additionally, during the second quarter of 2019, ~~for~~we reduced the carrying value of one of our Handysize vessels, the Genco Raptor. On November 4, 2019, we entered into an agreement to sell the Genco Raptor. As the anticipated undiscounted cash flows, including the net sales price, did not exceed the net book value of the vessel at September 30, 2019, the vessel value was adjustedChallenger, to its net sales price as of September 30, 2019. During September 2019, we entered into an agreement to sell the Genco Thunder and the Genco Champion and the vessel values were written down to their net sales price as of September 30, 2019 which resulted in ~~an impairment loss of $5.7 million and $0.6 million during the three and nine months ended September 30, 2019. There was also~~ $4.4 million of impairment expense recorded during the nine months ended September 30, 2019 for the Genco Challenger. On August 2, 2019, we entered into an agreement to sell the Genco Challenger. As the anticipated undiscounted cash flows, including the net sales price, did not exceed the net book value of the vessel at June 30, 2019, the vessel value was adjusted to its net sales price as of June 30, 2019. Lastly, at June 30, 2019, the Company determined that the expected estimated future undiscounted cash flows for the Genco Champion and the Genco Charger did not exceed the net book value of these vessels as of June 30, 2019. As such, the Company adjusted the value of these vessels to their respective fair market values as of June 30, 2019. This resulted in an impairment loss of $9.5 million during the nine months ended September 30, 2019.

~~During the three and nine months ended September 30, 2018,~~Lastly, we recorded ~~losses of $0 and $56.6 million, respectively, related to the~~total impairment of ~~vessel assets. There was $0.2~~$9.5 million for two of ~~impairment expense recorded~~our Handysize vessels, the Genco Champion and the Genco Charger, during the nine months ended September 30, 2018 for the Genco Surprise. On July 24, 2018 we entered into an agreement to sell the Genco Surprise. As the anticipated undiscounted cash flows, including the net sales price, did not exceed the net book value of the vessel at June 30, 2018, the vessel value was adjusted to its net sales price as of June 30, 2018. Additionally, there was $56.4 million of impairment expense recorded during the nine months ended September 30, 2018 for nine of our vessels; the Genco Cavalier, the Genco Loire, the Genco Lorraine, the Genco Muse, the Genco Normandy, the Baltic Cougar, the Baltic Jaguar, the Baltic Leopard and the Baltic Panther. On February 27, 2018, our

~~Table of Contents~~

~~Board of Directors determined to dispose~~2019. The carrying values of these vessels ~~at times and on terms to be determined in the future. As such, the future undiscounted cash flows did not exceed the net book value of these vessels and the vessel values~~ were adjusted to their respective fair market values ~~which resulted in an impairment loss.~~ during the second quarter of 2019.

Refer to Note 2 — Summary of Significant Accounting Policies in our Condensed Consolidated Financial ~~Statements~~Statement for further ~~information.~~information regarding the impairment of the vessels described above.

Pursuant to our credit facilities, we regularly submit to the ~~lenders~~lenders’ valuations of our vessels on an individual charter free basis in order to evidence our compliance with the collateral maintenance covenants under our credit facilities. Such a valuation is not necessarily the same as the amount any vessel may bring upon sale, which may be more or less, and should not be relied upon as such. We were in compliance with the collateral maintenance covenant under our $495 Million Credit Facility and ~~$108~~$133 Million Credit Facility as of September 30, ~~2019. Refer to Note 7 — Debt in our Condensed Consolidated Financial Statements for further details.~~2020. We obtained valuations for all of the vessels in our fleet pursuant to the terms of the $495 Million Credit Facility and the ~~$108~~$133 Million Credit Facility. In the chart below, we list each of our vessels, the year it was built, the year we acquired it, and its carrying value at September 30, ~~2019~~2020 and December 31, ~~2018.~~2019. Vessels have been grouped according to their collateralized status as of September 30, ~~2019.~~2020. The carrying value of ~~the Genco Raptor, Genco Thunder, Genco Challenger, Genco Champion~~eight Handysize vessels and ~~Genco Charger at September 30, 2019~~eleven Supramax vessels as noted above reflect the impairment loss recorded during the nine months ended September 30, ~~2019.~~2020. The carrying value of the Genco ~~Loire,~~Thunder and Genco ~~Lorraine, Genco Normandy, Baltic Cougar, Baltic Jaguar, Baltic Leopard and Baltic Panther~~Charger at ~~September 30, 2019 and~~ December 31, ~~2018~~2019 reflect the impairment loss recorded during ~~2018~~2019 for these vessels. ~~The carrying value of the Genco Vigour at December 31, 2018 reflects the impairment loss recorded during 2017 for this vessel.~~

At September 30, ~~2019,~~2020, the vessel valuations of all of our vessels for covenant compliance purposes under our credit facilities as of the most recent compliance testing date were lower than their carrying values at September 30, ~~2019,~~2020, with the exception of the ~~Genco Raptor, Genco Thunder, Genco Challenger and Genco Champion, which~~following 14 vessels that were impaired during the nine months ended September 30, ~~2019~~2020 as noted ~~above,~~above: the Genco Ocean, the Genco Avra, the Genco Mare, the Genco Spirit, the Baltic Cove, the Baltic Fox, the Baltic Hare, the Genco Normandy, the Baltic Jaguar, the Genco Loire, the Genco Lorraine, the Baltic Cougar, the Baltic Leopard and the ~~Genco Weatherly.~~ Baltic Panther. At December 31, ~~2018,~~2019, the vessel valuations of all of our vessels for covenant compliance purposes under our credit facility as of the most recent compliance testing date were lower than their carrying values at December 31, ~~2018,~~2019, with the exception of the ~~Baltic Lion,~~ Genco ~~Tiger, Genco Weatherly, and Genco Vigour.~~Charger, which was impaired during the year ended December 31, 2019.

The amount by which the carrying value at September 30, ~~2019~~2020 of all of the vessels in our fleet, with the exception of the ~~four~~14 aforementioned vessels, exceeded the valuation of such vessels for covenant compliance purposes ranged, on an individual vessel basis, from ~~$0.3~~$0.2 million to ~~$16.6~~$19.5 million per vessel, and ~~$367.5~~$346.3 million on an aggregate fleet basis. The amount by which the carrying value at December 31, ~~2018~~2019 of all of the vessels in our fleet, with the exception of the ~~four~~one aforementioned ~~vessels,~~vessel, exceeded the valuation of such vessels for covenant compliance purposes ranged, on an individual vessel basis, from ~~$1.1~~$1.3 million to ~~$14.9~~$18.1 million per vessel, and ~~$336.3~~$419.4 million on an aggregate fleet basis. The average amount by which the carrying value of our vessels exceeded the valuation of such vessels for covenant compliance purposes was ~~$6.9~~$9.4 million at September 30, ~~2019~~2020 and ~~$6.1~~$7.8 million as of December 31, ~~2018.~~ 2019.

Table of Contents

However, neither such valuation nor the carrying value in the table below reflects the value of long-term time charters, if any, related to some of our vessels.


			Carrying Value (U.S.
			dollars in
			thousands) as of
		Year	September 30,		December 31,

									Carrying Value (U.S.
									dollars in
									thousands) as of
								Year	September 30,		December 31,
Vessels	Year Built	Acquired	2019		2018		Year Built	Acquired	2020		2019
$495 Million Credit Facility
Genco Commodus	2009	2009	$	39,982	$	38,389	2009	2009	$	37,903	$	39,472
Genco Maximus	2009	2009		39,927		38,423	2009	2009		37,898		39,498
Genco Claudius	2010	2009		41,767		40,376	2010	2009		39,653		41,314
Baltic Bear	2010	2010		41,414		39,866	2010	2010		39,356		40,967
Baltic Wolf	2010	2010		41,146		39,989	2010	2010		39,584		41,163
Baltic Lion	2009	2013		31,540		30,870	2009	2013		31,169		32,199
Genco Tiger	2010	2013		29,400		28,716	2010	2013		29,220		30,115
Genco Raptor	2007	2008		9,996		16,096
Genco Thunder	2007	2008		10,213		16,173	2007	2008		—		10,303
Baltic Scorpion							2015	2015		24,789		25,583
Baltic Mantis							2015	2015		25,038		25,835
Genco Hunter							2007	2007		16,280		17,121
Genco Warrior							2005	2007		7,547		15,053
Genco Aquitaine							2009	2010		16,348		17,046
Genco Ardennes							2009	2010		16,384		17,080
Genco Auvergne							2009	2010		16,557		17,094
Genco Bourgogne							2010	2010		17,321		17,802
Genco Brittany							2010	2010		17,367		17,829
Genco Languedoc							2010	2010		17,234		17,609
Genco Loire							2009	2010		7,497		10,777
Genco Lorraine							2009	2010		7,750		10,748
Genco Normandy							2007	2010		5,738		8,717
Baltic Leopard							2009	2009		7,750		10,773
Baltic Jaguar							2009	2010		7,096		10,782
Baltic Panther							2009	2010		7,285		10,784
Baltic Cougar							2009	2010		7,750		10,791
Genco Picardy							2005	2010		8,028		14,669
Genco Provence							2004	2010		7,050		14,164
Genco Pyrenees							2010	2010		17,430		17,528
Genco Rhone							2011	2011		17,975		18,610
Genco Bay							2010	2010		8,055		16,411
Genco Ocean							2010	2010		7,833		16,562
Genco Avra							2011	2011		8,297		17,505
Genco Mare							2011	2011		8,299		17,546
Genco Spirit							2011	2011		8,303		17,614
Baltic Wind							2009	2010		—		15,996
Baltic Cove							2010	2010		7,830		16,490
Baltic Breeze							2010	2010		—		16,603
Baltic Fox							2010	2013		8,813		15,995
Baltic Hare							2009	2013		8,074		15,395
Genco Constantine							2008	2008		34,744		36,450
Genco Augustus							2007	2007		32,625		34,330
Genco London							2007	2007		32,098		33,600
Genco Titus							2007	2007		32,828		33,590
Genco Tiberius							2007	2007		32,576		34,276
Genco Hadrian							2008	2008		35,155		36,638
Genco Predator							2005	2007		7,954		14,846

6153

Table of Contents

Carrying Value (U.S.

dollars in

thousands) as of




Year

September 30,

December 31,

Vessels

Year Built

Acquired

2019

2018

Baltic Scorpion

2015

2015

25,852

26,648

Baltic Mantis

2015

2015

26,104

26,897

Genco Hunter

2007

2007

17,401

18,223

Genco Warrior

2005

2007

15,152

15,674

Genco Aquitaine

2009

2010

17,281

17,436

Genco Ardennes

2009

2010

17,306

17,466

Genco Auvergne

2009

2010

17,224

17,582

Genco Bourgogne

2010

2010

17,803

18,420

Genco Brittany

2010

2010

17,826

18,444

Genco Languedoc

2010

2010

17,840

18,448

Genco Loire

2009

2010

10,907

10,773

Genco Lorraine

2009

2010

10,880

10,769

Genco Normandy

2007

2010

8,823

9,134

Baltic Leopard

2009

2009

10,824

10,779

Baltic Jaguar

2009

2010

10,677

10,785

Baltic Panther

2009

2010

10,912

10,782

Baltic Cougar

2009

2010

10,916

10,784

Genco Picardy

2005

2010

14,959

15,736

Genco Provence

2004

2010

14,415

14,809

Genco Pyrenees

2010

2010

17,763

18,395

Genco Rhone

2011

2011

18,843

19,532

Genco Bay

2010

2010

16,632

17,284

Genco Ocean

2010

2010

16,712

17,356

Genco Avra

2011

2011

17,730

18,378

Genco Mare

2011

2011

17,767

18,420

Genco Spirit

2011

2011

17,832

18,470

Genco Challenger

2003

2007

5,183

9,543

Baltic Wind

2009

2010

16,217

16,427

Baltic Cove

2010

2010

16,711

17,296

Baltic Breeze

2010

2010

16,822

17,382

Baltic Fox

2010

2013

16,218

16,876

Baltic Hare

2009

2013

15,617

15,910

Genco Constantine

2008

2008

35,835

36,086

Genco Augustus

2007

2007

33,583

33,747

Genco London

2007

2007

33,038

33,152

Genco Titus

2007

2007

33,142

33,235

Genco Tiberius

2007

2007

33,458

33,756

Genco Hadrian

2008

2008

37,019

36,139

Genco Predator

2005

2007

14,916

15,701

Genco Champion

2006

2008

6,423

12,314

Genco Charger

2005

2007

6,521

11,453

Baltic Hornet

2014

2014

24,346

25,114

Baltic Wasp

2015

2015

24,601

25,370

TOTAL

$
1,071,416

$
1,105,823

$108 Million Credit Facility

Genco Endeavour

2015

2018

46,317

45,368

Genco Resolute

2015

2018

46,337

45,497

Genco Columbia

2016

2018

26,896

27,702

Genco Weatherly

2014

2018

21,909

22,564


			Carrying Value (U.S.
			dollars in
			thousands) as of
		Year	September 30,		December 31,
Vessels	Year Built	Acquired	2020		2019
Genco Charger	2005	2007		—		5,099
Baltic Hornet	2014	2014		23,311		24,086
Baltic Wasp	2015	2015		23,565		24,340
TOTAL			$	851,357	$	1,044,798

$133 Million Credit Facility
Genco Endeavour	2015	2018		44,541		45,947
Genco Resolute	2015	2018		44,781		46,093
Genco Columbia	2016	2018		25,823		26,627
Genco Weatherly	2014	2018		20,974		21,676
Genco Liberty	2016	2018		48,167		49,506
Genco Defender	2016	2018		48,134		49,517
			$	232,420	$	239,366

Consolidated Total			$	1,083,777	$	1,284,164

~~Table of Contents~~

Carrying Value (U.S.

dollars in

thousands) as of




Year

September 30,

December 31,

Vessels

Year Built

Acquired

2019

2018

Genco Liberty

2016

2018

49,756

48,930

Genco Defender

2016

2018

49,929

48,986

$
241,144

$
239,047

Unencumbered

Genco Vigour

1999

2004

—

5,699

TOTAL

$
—

$
5,699

Consolidated Total

$
1,312,560

$
1,350,569

If we were to sell a vessel or hold a vessel for sale, and the carrying value of the vessel were to exceed its fair market value, we would record a loss in the amount of the difference. Refer to Note 2 — Summary of Significant Accounting Policies and Note 4 — Vessel Acquisitions and Dispositions in our Condensed Consolidated Financial Statements for information regarding the sale of vessel assets and the classification of the vessel assets held for sale as of September 30, ~~2019~~2020 and December 31, ~~2018.~~2019.

ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest rate risk

We are exposed to the impact of interest rate changes. Our objective is to manage the impact of interest rate changes on our earnings and cash flow in relation to our borrowings. At September 30, ~~2019~~2020 and December 31, ~~2018,~~2019, we did not have any interest rate swap agreements to manage interest costs and the risk associated with changing interest rates.

We are subject to market risks relating to changes in LIBOR rates because we have significant amounts of floating rate debt outstanding. During the three and nine months ended September 30, ~~2019~~2020 and ~~2018,~~2019, we were subject to the following interest rates on the outstanding debt under our credit ~~facilities (Refer to Note 7 — Debt of our condensed consolidated financial statements for further information):~~facilities:

●

$133 Million Credit Facility

●

$108 Million ~~Credit Facility~~Tranche — one-month LIBOR plus 2.50% effective ~~during the third quarter of 2018. We drew down $51.8 million on~~ August 17, 2018 ~~$22.1 million~~when the initial draw down on ~~September 6, 2018 and $34.1 million~~this facility was made.

●

$25 Million Tranche — one-month LIBOR plus 3.00% effective June 15, 2020 when the initial draw down on ~~September 11, 2018.~~

this facility was made.

●

$495 Million Credit Facility —

●

$460 Million Tranche -– one-month or three-month LIBOR plus 3.25% effective June 5, 2018, when the initial $460 million draw down on this tranche of this facility was made. The

Table of Contents

applicable margin was reduced to 3.00% from March 5, 2019 to August 9, 2019 pursuant to terms of the facility.

●

$35 Million Tranche – one-month LIBOR plus 2.50% effective August 28, 2019 when the initial draw down on this tranche of this facility was made.

~~$400 Million Credit Facility — three-month LIBOR plus 3.75% until June 5, 2018, when this credit facility was refinanced with the $495 Million Credit Facility~~

~~$98 Million Credit Facility — three-month LIBOR plus 6.125% until June 5, 2018, when this credit facility was refinanced with the $495 Million Credit Facility~~

~~Table of Contents~~

~~2014 Term Loan Facilities — three-month or six-month LIBOR plus 2.50% until June 5, 2018, when this credit facility was refinanced with the $495 Million Credit Facility~~

A 1% increase in LIBOR would result in an increase of ~~$4.0~~$3.8 million in interest expense for the nine months ended September 30, ~~2019.~~2020.

Derivative financial instruments

As part of our business strategy, we may enter into interest rate swap agreements to manage interest costs and the risk associated with changing interest rates. As of September 30, ~~2019~~2020 and December 31, ~~2018,~~2019, we did not have any derivative financial instruments.

Refer to “Interest rate risk” section above for further information regarding interest rate swap agreements.

Currency and exchange rates risk

The majority of transactions in the international shipping industry are denominated in U.S. Dollars. Virtually all of our revenues and most of our operating costs are in U.S. Dollars. We incur certain operating expenses in currencies other than the U.S. dollar, and the foreign exchange risk associated with these operating expenses is immaterial.

ITEM 4.CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Under the supervision and with the participation of our management, including our Chief Executive Officer and President and our Chief Financial Officer, we have evaluated the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rule 13a-15(e) and 15d-15(e) of the Exchange Act as of the end of the period covered by this report. Based upon that evaluation, our Chief Executive Officer and President and our Chief Financial Officer have concluded that our disclosure controls and procedures are effective.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

There have been no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

6455

Table of Contents

PART II. OTHER INFORMATION

~~ITEM 1A. RISK FACTORS~~

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in the 2018 10-K, which could materially affect our business, financial condition or future results. Below is an update to the risk factor entitled, ~~“Dividends and share repurchases permitted under our credit facilities are subject to certain limitations”:~~

~~Future dividends are subject to the discretion of our Board of Directors; dividends and share repurchases are limited under our credit facilities.~~

Our quarterly dividend policy and declaration and payment of dividends is subject to legally available funds, compliance with law and contractual obligations and our Board of Directors’ determination that each declaration and payment is in the best interest of the Company and our shareholders. While we have initiated this policy, there is no legal obligation to continue paying dividends at the same rate or at all, and this policy may change in the future. Our declaration and payment of dividends is also subject to a number of conditions and restrictions as described below.

Under the terms of our $495 Million Credit Facility and our $108 Million Credit Facility, our payment of dividends or repurchases of our stock are subject to customary conditions. We may pay dividends or repurchase stock under these facilities to the extent our total cash and cash equivalents are greater than $100 million and 18.75% of our total indebtedness, whichever is higher; if we cannot satisfy this condition, we are subject to a limitation of 50% of consolidated net income for the quarter preceding such dividend payment or stock repurchase if the collateral maintenance test ratio is 200% or less for such quarter, for which purpose the full commitment of up to $35 million of our new scrubber tranche is assumed to be drawn. The declaration and payment of any dividend or any stock repurchase is subject to the discretion of our Board of Directors. The principal business factors that our Board of Directors expects to consider when determining the timing and amount of dividend payments or stock repurchases include our earnings, financial condition, and cash requirements at the time. Marshall Islands law generally prohibits the declaration and payment of dividends or stock repurchases other than from surplus. Marshall Islands law also prohibits the declaration and payment of dividends or stock repurchases while a company is insolvent or would be rendered insolvent by the payment of such a dividend or such a stock repurchase.

We may incur other expenses or liabilities that would reduce or eliminate the cash available for distribution as dividends. We may also enter into new agreements or the Marshall Islands or another jurisdiction may adopt laws or regulations that place additional restrictions on our ability to pay dividends. If we decrease, suspend or terminate the payment of dividends, our stock price may decline. If we suspend or terminate dividends, the return on your investment would be limited to the price at which you could sell your shares.

~~ITEM 5. OTHER INFORMATION~~

On November 5, 2019, the Company entered into amendments to the dividend covenants in the credit agreements for its $495 Million Credit Facility and its $108 Million Credit Facility with the lenders party to these agreements. Under the dividend covenants as so amended, the Company may pay dividends subject to customary conditions to the extent its unrestricted cash and cash equivalents are equal to the greater of $100 million and 18.75% of total indebtedness as defined in the credit agreements, in each case both immediately before and after giving effect to such dividends. The Company may also still pay dividends subject to customary conditions and a limitation of 50% of consolidated net income for the quarter preceding such dividend payment if the collateral maintenance test ratio is 200% or less for such quarter, the full commitment of up to $35 million for the scrubber tranche is assumed to be drawn. The foregoing description of the amendments is qualified in its entirety by reference to such amendments, which are filed as Exhibits 10.2 and 10.3 to this report.

~~Table of Contents~~

ITEM 6. EXHIBITS

The Exhibit Index attached to this report is incorporated into this Item 16 by reference.

6656

Table of Contents

EXHIBIT INDEX



Exhibit			Document

~~Exhibit~~			~~Document~~

3.1			Second Amended and Restated Articles of Incorporation of Genco Shipping & Trading Limited.(1)

3.2			Articles of Amendment to Genco Shipping & Trading Limited Second Amended and Restated Articles of Incorporation, dated July 17, 2015.(2)

3.3			Articles of Amendment to Genco Shipping & Trading Limited Second Amended and Restated Articles of Incorporation, dated April 15, 2016.(3)

3.4			Articles of Amendment to Second Amended and Restated Articles of Incorporation of Genco Shipping & Trading Limited, dated July 7, 2016.(4)

3.5			Articles of Amendment to Second Amended and Restated Articles of Incorporation of Genco Shipping & Trading Limited, dated January 4, 2017.(5)

3.6			Articles of Amendment to Second Amended and Restated Articles of Incorporation of Genco Shipping & Trading Limited dated July 15, 2020.(6)

3.7			Certificate of Designations of Rights, Preferences and Privileges of Series A Preferred Stock of Genco Shipping & Trading Limited, dated as of November 14, 2016.~~(6)~~(7)

~~3.7~~3.8			Amended and Restated By-Laws of Genco Shipping & Trading Limited, dated July 9, 2014.(1)

~~3.8~~3.9			Amendment to Amended and Restated By-Laws, dated June 4, 2018.~~(7)~~(8)

3.10			Second Amendment to Amended and Restated By-Laws, dated July 15, 2020.(6)

4.1			Form of Specimen Stock Certificate of Genco Shipping & Trading Limited.(1)

4.2			Form of Specimen Warrant Certificate of Genco Shipping & Trading Limited.(1)

10.1			~~Letter Agreement dated August 7, 2019 between Genco Shipping & Trading Limited and John C. Wobensmith.(8)~~

~~10.2~~			~~Second Amendment to Amended and Restated Credit~~Form of Director Restricted Stock Unit Agreement dated as of November 5, 2019, by and among Genco Shipping & Trading Limited, the Subsidiary Guarantors party thereto, the Lenders party thereto, and Nordea Bank ABP, New York Branch, as Administrative Agent and Security Agent.July 15, 2020.(9)~~(*)~~

1~~0.3~~			Second Amendment to Amended and Restated Credit Agreement, dated as of November 5, 2019, by and among Genco Shipping & Trading Limited, the Subsidiary Guarantors party thereto, the Lenders party thereto, and Crédit Agricole Corporate And Investment Bank, as Administrative Agent and Security Agent.~~(*)~~

31.1			Certification of Chief Executive Officer and President pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended.(*)

31.2			Certification of Chief Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended.(*)

32.1			Certification of Chief Executive Officer and President pursuant to 18 U.S.C. Section 1350.(*)

32.2			Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350.(*)

~~Table of Contents~~

101

The following materials from Genco Shipping & Trading Limited’s Quarterly Report on Form 10-Q for the quarter ended September 30, ~~2019~~2020 formatted in Inline XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets as of September 30, ~~2019~~2020 and December 31, ~~2018~~2019 (Unaudited), (ii) Condensed Consolidated Statements of Operations for the three and nine months ended September 30, ~~2019~~2020 and ~~2018~~2019 (Unaudited), (iii) Condensed Consolidated Statements of Comprehensive ~~(Loss) Income~~Loss for the three and nine months ended September 30, ~~2019~~2020 and ~~2018~~2019 (Unaudited), (iv) Condensed Consolidated Statements of Equity for the three and nine months ended September 30, ~~2019~~2020 and ~~2018~~2019 (Unaudited), (v) Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, ~~2019~~2020 and ~~2018~~2019 (Unaudited), and (vi) Notes to Condensed Consolidated Financial Statements (Unaudited).(*)

104			Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

Table of Contents

(*)	Filed with this report.

(1)	Incorporated by reference to Genco Shipping & Trading Limited’s Report on Form 8-K, filed with the Securities and Exchange Commission on July 15, 2014.

(2)	Incorporated by reference to Genco Shipping & Trading Limited’s Report on Form 8-K, filed with the Securities and Exchange Commission on July 17, 2015.

(3)	Incorporated by reference to Genco Shipping & Trading Limited’s Report on Form 8-K, filed with the Securities and Exchange Commission on April 15, 2016.

(4)	Incorporated by reference to Genco Shipping & Trading Limited’s Report on Form 8-K, filed with the Securities and Exchange Commission on July 7, 2016.

(5)	Incorporated by reference to Genco Shipping & Trading Limited’s Report on Form 8-K, filed with the Securities and Exchange Commission on January 4, 2017.

(6)	Incorporated by reference to Genco Shipping & Trading Limited’s Report on Form 8-K, filed with the Securities and Exchange Commission on July 15, 2020.

(7)	Incorporated by reference to Genco Shipping & Trading Limited’s Report on Form 8-K, filed with the Securities and Exchange Commission on November 15, 2016.

~~(7)~~(8)	Incorporated by reference to Genco Shipping & Trading Limited’s Report on Form 8-K, filed with the Securities and Exchange Commission on June 5, 2018.

~~(8)~~(9)	Incorporated by reference to Genco Shipping & Trading Limited’s Report on Form 10-Q, filed with the Securities and Exchange Commission on August ~~9, 2019.~~5, 2020.

6858

Table of Contents

SIGNATURES

~~SIGNATURES~~

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	GENCO SHIPPING & TRADING LIMITED


DATE: November ~~7, 2019~~4, 2020	By:		/s/ John C. Wobensmith
	John C. Wobensmith
	Chief Executive Officer and President
	(Principal Executive Officer)


DATE: November ~~7, 2019~~4, 2020	By:	/s/ Apostolos Zafolias
	Apostolos Zafolias
	Chief Financial Officer
	(Principal Financial Officer)

6959

			Page

	PART I — FINANCIAL INFORMATION

Item 1.	Financial Statements (unaudited)		4


	a)	Condensed Consolidated Balance Sheets as of September 30, ~~2019~~2020 and December 31, ~~2018~~2019	4


	b)	Condensed Consolidated Statements of Operations for the Three and Nine Months ended September 30,, 2020 and 2019 ~~and 2018~~	5


	c)	Condensed Consolidated Statements of Comprehensive ~~(Loss)~~ ~~Income~~Loss for the Three and Nine Months ended September 30, ~~2019~~2020 and ~~2018~~2019	6


	d)	Condensed Consolidated Statements of Equity for the Three and Nine Months ended September 30, ~~2019~~2020 and ~~2018~~2019	7


	e)	Condensed Consolidated Statements of Cash Flows for the Nine Months ended September 30, ~~2019~~2020 and ~~2018~~2019	8
			9

	f)	Notes to Condensed Consolidated Financial Statements	9 10

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		36 26

Item 3.	Quantitative and Qualitative Disclosures About Market Risk		63 54

Item 4.	Controls and Procedures		64
			55

	PART II —OTHER INFORMATION

Item ~~1A.~~6.	~~Risk Factors~~Exhibits		65
			56
~~Item 5.~~	~~Other information~~		65

~~Item 6.~~	~~Exhibits~~		66


			Additional
	Common		Paid-in		Retained
	Stock		Capital		Deficit		Total Equity
Balance — January 1, 2019	$	416	$	1,740,163	$	(687,272)	$	1,053,307

Net loss						(7,801)		(7,801)

Issuance of 12,477 shares of vested RSUs		—		—				—

Nonvested stock amortization				452				452

Balance — March 31, 2019	$	416	$	1,740,615	$	(695,073)	$	1,045,958

Net loss						(34,476)		(34,476)

Nonvested stock amortization				569				569

Balance — June 30, 2019	$	416	$	1,741,184	$	(729,549)	$	1,012,051

Net loss						(14,591)		(14,591)

Nonvested stock amortization				575				575

Balance — September 30, 2019	$	416	$	1,741,759	$	(744,140)	$	998,035


Wholly Owned Subsidiaries	Vessel Acquired	Dwt	Delivery Date		Year Built

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	(3)	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	(4)	2006
Genco Constantine Limited	Genco Constantine	180,183	2/21/08		2008
Genco Raptor LLC	Genco Raptor	76,499	6/23/08		2007
Genco Thunder LLC	Genco Thunder	76,588	9/25/08		2007
Genco Hadrian Limited	Genco Hadrian	169,025	12/29/08		2008
Genco Commodus Limited	Genco Commodus	169,098	7/22/09		2009
Genco Maximus Limited	Genco Maximus	169,025	9/18/09		2009
Genco Claudius Limited	Genco Claudius	169,001	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	58,018	8/31/10		2009
Genco Auvergne Limited	Genco Auvergne	58,020	8/16/10		2009
Genco Bourgogne Limited	Genco Bourgogne	58,018	8/24/10		2010
Genco Brittany Limited	Genco Brittany	58,018	9/23/10		2010
Genco Languedoc Limited	Genco Languedoc	58,018	9/29/10		2010
Genco Loire Limited	Genco Loire	53,430	8/4/10		2009
Genco Lorraine Limited	Genco Lorraine	53,417	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	58,018	8/10/10		2010
Genco Rhone Limited	Genco Rhone	58,018	3/29/11		2011
Genco Weatherly Limited	Genco Weatherly	61,556	7/26/18		2014
Genco Columbia Limited	Genco Columbia	60,294	9/10/18		2016
Genco Endeavour Limited	Genco Endeavour	181,060	8/15/18		2015
Genco Resolute Limited	Genco Resolute	181,060	8/14/18		2015
Genco Defender Limited	Genco Defender	180,021	9/6/18		2016


	September 30,
	2019
Operating Lease:
Operating lease right-of-use asset	$	8,576

Current operating lease liabilities	$	1,655
Long-term operating lease liabilities		10,253
Total operating lease liabilities	$	11,908

Weighted average remaining lease term (years)		6.01
Weighted average discount rate		5.15	%


	September 30,
	2019
Remainder of 2019	$	557
2020		2,230
2021		2,230
2022		2,230
2023		2,378
Thereafter		4,292
Total lease payments		13,917
Less imputed interest		(2,009)
Present value of lease liabilities	$	11,908


	For the Nine
	Months Ended
	September 30,
	2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating lease	$	1,672


	Number of	Average Exercise		Average Fair
	Options	Price		Value
Outstanding at January 1, 2019 - Unvested	166,942	$	13.01	$	7.25
Granted	240,540		8.39		3.76
Exercisable	(40,869)		13.69		7.55
Exercised	—		—		—
Forfeited	—		—		—

Outstanding at September 30, 2019 - Unvested	366,613	$	9.90	$	4.93


			Less Than		One to		Three to
			One		Three		Five		More than
	Total		Year (1)		Years		Years		Five Years
	(U.S. dollars in thousands)
Credit Agreements	$	518,605	$	16,172	$	143,838	$	358,595	$	—
Interest and borrowing fees		73,117		6,481		43,756		22,880		—
Vessel purchase obligations		11,861		4,177		6,128		1,556		—
Executive employment agreement		630		163		467		—		—
Office leases		13,917		557		4,460		4,608		4,292
Totals	$	618,130	$	27,550	$	198,649	$	387,639	$	4,292


Year	Estimated Drydocking Cost		Estimated BWTS Cost		Estimated Scrubber Cost		Estimated Off-hire Days
	(U.S. dollars in millions)

2019	$	6.0	$	1.6	$	13.5	423
2020	$	10.5	$	4.7	$	—	290