Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 08, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2023 | |
Document Transition Report | false | |
Entity File Number | 001-33393 | |
Entity Registrant Name | GENCO SHIPPING & TRADING LIMITED | |
Entity Incorporation, State or Country Code | 1T | |
Entity Tax Identification Number | 98-0439758 | |
Entity Address, Address Line One | 299 Park Avenue | |
Entity Address, Address Line Two | 12th Floor | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10171 | |
City Area Code | 646 | |
Local Phone Number | 443-8550 | |
Title of 12(b) Security | Common stock, par value $0.01 per share | |
Trading Symbol | GNK | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 42,538,665 | |
Entity Central Index Key | 0001326200 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 46,259 | $ 58,142 |
Restricted cash | 5,643 | 5,643 |
Due from charterers, net of a reserve of $2,516 and $2,141, respectively | 19,522 | 25,333 |
Prepaid expenses and other current assets | 10,162 | 8,399 |
Inventories | 27,567 | 21,601 |
Fair value of derivative instruments | 2,369 | 6,312 |
Total current assets | 111,522 | 125,430 |
Noncurrent assets: | ||
Vessels, net of accumulated depreciation of $284,693 and $303,098, respectively | 939,749 | 1,002,810 |
Deferred drydock, net of accumulated amortization of $19,431 and $15,456 respectively | 32,982 | 32,254 |
Fixed assets, net of accumulated depreciation and amortization of $7,430 and $6,254, respectively | 7,435 | 8,556 |
Operating lease right-of-use assets | 2,994 | 4,078 |
Restricted cash | 315 | 315 |
Fair value of derivative instruments | 423 | |
Total noncurrent assets | 983,475 | 1,048,436 |
Total assets | 1,094,997 | 1,173,866 |
Current liabilities: | ||
Accounts payable and accrued expenses | 27,428 | 29,475 |
Deferred revenue | 6,534 | 4,958 |
Current operating lease liabilities | 2,266 | 2,107 |
Total current liabilities: | 36,228 | 36,540 |
Noncurrent liabilities: | ||
Long-term operating lease liabilities | 2,386 | 4,096 |
Long-term debt, net of deferred financing costs of $4,756 and $6,079, respectively | 139,994 | 164,921 |
Total noncurrent liabilities | 142,380 | 169,017 |
Total liabilities | 178,608 | 205,557 |
Commitments and contingencies | ||
Equity: | ||
Common stock, par value $0.01; 500,000,000 shares authorized; 42,536,983 and 42,327,181 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively | 425 | 423 |
Additional paid-in capital | 1,558,541 | 1,588,777 |
Accumulated other comprehensive income | 2,257 | 6,480 |
Accumulated deficit | (646,055) | (628,247) |
Total Genco Shipping & Trading Limited shareholders' equity | 915,168 | 967,433 |
Noncontrolling interest | 1,221 | 876 |
Total equity | 916,389 | 968,309 |
Total liabilities and equity | $ 1,094,997 | $ 1,173,866 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Current Assets: | ||
Due from charterers, reserve | $ 2,516 | $ 2,141 |
Noncurrent assets: | ||
Vessels, accumulated depreciation | 284,693 | 303,098 |
Deferred drydock, accumulated amortization | 19,431 | 15,456 |
Fixed assets, accumulated depreciation and amortization | 7,430 | 6,254 |
Deferred financing costs, noncurrent | $ 4,756 | $ 6,079 |
Genco Shipping & Trading Limited shareholders' equity: | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 500,000,000 | 500,000,000 |
Common stock, shares issued (in shares) | 42,536,983 | 42,327,181 |
Common stock, shares outstanding (in shares) | 42,536,983 | 42,327,181 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Revenues: | ||||
Total revenues | $ 83,361 | $ 135,970 | $ 268,309 | $ 409,961 |
Operating expenses: | ||||
Voyage expenses | 34,256 | 39,496 | 100,522 | 110,420 |
Vessel operating expenses | 24,746 | 22,090 | 71,725 | 78,567 |
Charter hire expenses | 2,026 | 6,952 | 6,731 | 19,633 |
General and administrative expenses (inclusive of nonvested stock amortization expense of $1,397, $840, $4,175 and $2,356, respectively) | 6,585 | 5,911 | 21,267 | 18,334 |
Technical management fees | 973 | 761 | 3,084 | 2,378 |
Depreciation and amortization | 17,026 | 15,582 | 49,762 | 44,162 |
Impairment of vessel assets | 28,102 | 28,102 | ||
Total operating expenses | 113,714 | 90,792 | 281,193 | 273,494 |
Operating (loss) income | (30,353) | 45,178 | (12,884) | 136,467 |
Other income (expense): | ||||
Other (expense) income | (100) | (2,146) | (298) | 617 |
Interest income | 588 | 292 | 1,877 | 377 |
Interest expense | (1,999) | (2,276) | (6,158) | (6,923) |
Other expense, net | (1,511) | (4,130) | (4,579) | (5,929) |
Net (loss) income | (31,864) | 41,048 | (17,463) | 130,538 |
Less: Net income attributable to noncontrolling interest | 140 | 220 | 345 | 639 |
Net (loss) income attributable to Genco Shipping & Trading Limited | $ (32,004) | $ 40,828 | $ (17,808) | $ 129,899 |
Net (loss) earnings per share-basic | $ (0.75) | $ 0.96 | $ (0.42) | $ 3.07 |
Net (loss) earnings per share-diluted | $ (0.75) | $ 0.95 | $ (0.42) | $ 3.03 |
Weighted average common shares outstanding-basic | 42,816,045 | 42,529,865 | 42,745,681 | 42,361,797 |
Weighted average common shares outstanding-diluted | 42,816,045 | 42,881,541 | 42,745,681 | 42,915,240 |
Voyage revenues | ||||
Revenues: | ||||
Total revenues | $ 83,361 | $ 135,970 | $ 268,309 | $ 409,961 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Condensed Consolidated Statements of Operations | ||||
Nonvested stock amortization expense | $ 1,397 | $ 840 | $ 4,175 | $ 2,356 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Comprehensive (Loss) Income - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Condensed Consolidated Statements of Comprehensive (Loss) Income | ||||
Net (loss) income | $ (31,864) | $ 41,048 | $ (17,463) | $ 130,538 |
Other comprehensive (loss) income | (1,602) | 1,488 | (4,223) | 6,280 |
Comprehensive (loss) income | (33,466) | 42,536 | (21,686) | 136,818 |
Less: Comprehensive income attributable to noncontrolling interest | 140 | 220 | 345 | 639 |
Comprehensive (loss) income attributable to Genco Shipping & Trading Limited | $ (33,606) | $ 42,316 | $ (22,031) | $ 136,179 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Equity - USD ($) $ in Thousands | Genco Shipping & Trading Limited Shareholders' Equity | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income | Accumulated Deficit | Noncontrolling Interest | Total |
Balance at Dec. 31, 2021 | $ 916,587 | $ 419 | $ 1,702,166 | $ 825 | $ (786,823) | $ 88 | $ 916,675 |
Increase (Decrease) in Shareholders' Equity | |||||||
Net (loss) income | 41,689 | 41,689 | 176 | 41,865 | |||
Other comprehensive (loss) income | 3,293 | 3,293 | 3,293 | ||||
Issuance of shares due to vesting of RSUs and exercise of options | 2 | (2) | |||||
Cash dividends declared | (28,454) | (28,454) | (28,454) | ||||
Nonvested stock amortization | 690 | 690 | 690 | ||||
Balance at Mar. 31, 2022 | 933,805 | 421 | 1,674,400 | 4,118 | (745,134) | 264 | 934,069 |
Balance at Dec. 31, 2021 | 916,587 | 419 | 1,702,166 | 825 | (786,823) | 88 | 916,675 |
Increase (Decrease) in Shareholders' Equity | |||||||
Net (loss) income | 130,538 | ||||||
Other comprehensive (loss) income | 6,280 | ||||||
Balance at Sep. 30, 2022 | 971,789 | 423 | 1,621,185 | 7,105 | (656,924) | 727 | 972,516 |
Balance at Mar. 31, 2022 | 933,805 | 421 | 1,674,400 | 4,118 | (745,134) | 264 | 934,069 |
Increase (Decrease) in Shareholders' Equity | |||||||
Net (loss) income | 47,382 | 47,382 | 243 | 47,625 | |||
Other comprehensive (loss) income | 1,499 | 1,499 | 1,499 | ||||
Issuance of shares due to vesting of RSUs and exercise of options | 2 | (2) | |||||
Cash dividends declared | (33,560) | (33,560) | (33,560) | ||||
Nonvested stock amortization | 826 | 826 | 826 | ||||
Balance at Jun. 30, 2022 | 949,952 | 423 | 1,641,664 | 5,617 | (697,752) | 507 | 950,459 |
Increase (Decrease) in Shareholders' Equity | |||||||
Net (loss) income | 40,828 | 40,828 | 220 | 41,048 | |||
Other comprehensive (loss) income | 1,488 | 1,488 | 1,488 | ||||
Cash dividends declared | (21,319) | (21,319) | (21,319) | ||||
Nonvested stock amortization | 840 | 840 | 840 | ||||
Balance at Sep. 30, 2022 | 971,789 | 423 | 1,621,185 | 7,105 | (656,924) | 727 | 972,516 |
Balance at Dec. 31, 2022 | 967,433 | 423 | 1,588,777 | 6,480 | (628,247) | 876 | 968,309 |
Increase (Decrease) in Shareholders' Equity | |||||||
Net (loss) income | 2,634 | 2,634 | 226 | 2,860 | |||
Other comprehensive (loss) income | (1,628) | (1,628) | (1,628) | ||||
Issuance of shares due to vesting of RSUs and exercise of options | 2 | (2) | |||||
Cash dividends declared | (21,516) | (21,516) | (21,516) | ||||
Nonvested stock amortization | 1,559 | 1,559 | 1,559 | ||||
Balance at Mar. 31, 2023 | 948,482 | 425 | 1,568,818 | 4,852 | (625,613) | 1,102 | 949,584 |
Balance at Dec. 31, 2022 | 967,433 | 423 | 1,588,777 | 6,480 | (628,247) | 876 | 968,309 |
Increase (Decrease) in Shareholders' Equity | |||||||
Net (loss) income | (17,463) | ||||||
Other comprehensive (loss) income | (4,223) | ||||||
Balance at Sep. 30, 2023 | 915,168 | 425 | 1,558,541 | 2,257 | (646,055) | 1,221 | 916,389 |
Balance at Mar. 31, 2023 | 948,482 | 425 | 1,568,818 | 4,852 | (625,613) | 1,102 | 949,584 |
Increase (Decrease) in Shareholders' Equity | |||||||
Net (loss) income | 11,562 | 11,562 | (21) | 11,541 | |||
Other comprehensive (loss) income | (993) | (993) | (993) | ||||
Cash dividends declared | (6,406) | (6,406) | (6,406) | ||||
Nonvested stock amortization | 1,219 | 1,219 | 1,219 | ||||
Balance at Jun. 30, 2023 | 953,864 | 425 | 1,563,631 | 3,859 | (614,051) | 1,081 | 954,945 |
Increase (Decrease) in Shareholders' Equity | |||||||
Net (loss) income | (32,004) | (32,004) | 140 | (31,864) | |||
Other comprehensive (loss) income | (1,602) | (1,602) | (1,602) | ||||
Cash dividends declared | (6,487) | (6,487) | (6,487) | ||||
Nonvested stock amortization | 1,397 | 1,397 | 1,397 | ||||
Balance at Sep. 30, 2023 | $ 915,168 | $ 425 | $ 1,558,541 | $ 2,257 | $ (646,055) | $ 1,221 | $ 916,389 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Equity (Parenthetical) - $ / shares | 3 Months Ended | |||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | |
Condensed Consolidated Statements of Equity | ||||||
Dividends declared per share | $ 0.15 | $ 0.15 | $ 0.50 | $ 0.50 | $ 0.79 | $ 0.67 |
Condensed Consolidated Statem_6
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash flows from operating activities: | ||
Net (loss) income | $ (17,463) | $ 130,538 |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Depreciation and amortization | 49,762 | 44,162 |
Amortization of deferred financing costs | 1,323 | 1,268 |
Right-of-use asset amortization | 1,084 | 1,060 |
Amortization of nonvested stock compensation expense | 4,175 | 2,356 |
Impairment of vessel assets | 28,102 | |
Amortization of premium on derivatives | 143 | 63 |
Insurance proceeds for protection and indemnity claims | 252 | 709 |
Insurance proceeds for loss of hire claims | 506 | |
Change in assets and liabilities: | ||
Decrease (increase) in due from charterers | 5,811 | (5,750) |
Increase in prepaid expenses and other current assets | (4,882) | (1,421) |
Increase in inventories | (5,966) | (7,618) |
Increase in accounts payable and accrued expenses | 24 | 7,344 |
Increase in deferred revenue | 1,576 | 4,383 |
Decrease in operating lease liabilities | (1,551) | (1,384) |
Deferred drydock costs incurred | (10,730) | (22,262) |
Net cash provided by operating activities | 52,166 | 153,448 |
Cash flows from investing activities: | ||
Purchase of vessels and ballast water treatment systems, including deposits | (3,485) | (50,879) |
Purchase of other fixed assets | (2,169) | (2,929) |
Insurance proceeds for hull and machinery claims | 2,361 | 293 |
Net cash used in investing activities | (3,293) | (53,515) |
Cash flows from financing activities: | ||
Repayments on the $450 Million Credit Facility | (26,250) | (66,250) |
Cash dividends paid | (34,506) | (82,713) |
Payment of deferred financing costs | (11) | |
Net cash used in financing activities | (60,756) | (148,974) |
Net decrease in cash, cash equivalents and restricted cash | (11,883) | (49,041) |
Cash, cash equivalents and restricted cash at beginning of period | 64,100 | 120,531 |
Cash, cash equivalents and restricted cash at end of period | $ 52,217 | $ 71,490 |
GENERAL INFORMATION
GENERAL INFORMATION | 9 Months Ended |
Sep. 30, 2023 | |
GENERAL INFORMATION | |
GENERAL INFORMATION | 1 – GENERAL INFORMATION The accompanying Condensed Consolidated Financial Statements include the accounts of Genco Shipping & Trading Limited (“GS&T”) and its direct and indirect subsidiaries (collectively, the “Company”). The Company is engaged in the ocean transportation of drybulk cargoes worldwide through the ownership and operation of drybulk vessels and operates in one business segment. As of September 30, 2023, the Company’s fleet consisted of 44 drybulk vessels, including 17 Capesize drybulk vessels, 15 Ultramax drybulk vessels and twelve Supramax drybulk vessels, with an aggregate carrying capacity of approximately 4,635,000 dwt and an average age of approximately 11.6 years. During September 2021, the Company and Synergy Marine Pte. Ltd. (“Synergy”), a third party, formed a joint venture, GS Shipmanagement Pte. Ltd. (“GSSM”). GSSM is owned by Synergy as of September 30, 2023 and December 31, 2022, and was formed to provide ship management services to the Company’s vessels. As of September 30, 2023 and December 31, 2022, the cumulative investments GSSM received from the Company and Synergy totaled Management has determined that GSSM qualifies as a variable interest entity, and, when aggregating the variable interest held by the Company and Synergy, the Company is the primary beneficiary as the Company has the ability to direct the activities that most significantly impact GSSM’s economic performance. Accordingly, the Company consolidates GSSM. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2023 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation 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”), and the rules and regulations of the SEC that apply to interim financial statements, including the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the disclosures and footnotes normally included in complete consolidated financial statements prepared in conformity with U.S. GAAP. They should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s 2022 Annual Report on Form 10-K, filed with the SEC on February 22, 2023 (the “2022 10-K”). The accompanying Condensed Consolidated Financial Statements include the accounts of GS&T and its direct and indirect wholly-owned subsidiaries and GSSM. All intercompany accounts and transactions have been eliminated in consolidation. 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. The results of operations for the three and nine months ended September 30, 2023 are not necessarily indicative of the operating results to be expected for the year ending December 31, 2023. Use of estimates 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, impairment of vessels, the valuation of amounts due from charterers, residual value of vessels, useful life of vessels, the fair value of time charters acquired, and the fair value of derivative instruments, if any. Actual results could differ from those estimates. Cash, cash equivalents and restricted cash The Company considers highly liquid investments, such as money market funds and certificates of deposit with an original maturity of three months or less at the time of purchase to be cash equivalents. Current and non-current restricted cash includes cash that is restricted pursuant to our credit facilities. 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, 2023 2022 Cash and cash equivalents $ 46,259 $ 58,142 Restricted cash – current 5,643 5,643 Restricted cash – noncurrent 315 315 Cash, cash equivalents and restricted cash $ 52,217 $ 64,100 Bunker swap and forward fuel purchase agreements From time to time, the Company may enter into fuel hedge agreements with the objective of reducing the risk of the effect of changing fuel prices. The Company has entered into bunker swap agreements and forward fuel purchase agreements. The Company’s bunker swap agreements and forward fuel purchase agreements do not qualify for hedge accounting treatment; therefore, any unrealized or realized gains and losses are recorded in the Condensed Consolidated Statements of Operations. Derivatives are Level 2 instruments in the fair value hierarchy. During the three months ended September 30, 2023 and 2022, the Company recorded $164 and $326 of realized gains in other (expense) income, respectively. During the three months ended September 30, 2023 and 2022, the Company recorded ($15) and ($1,871) of unrealized losses in other (expense) income, respectively. During the nine months ended September 30, 2023 and 2022, the Company recorded $245 and $1,622 of realized gains in other (expense) income, respectively. During the nine months ended September 30, 2023 and 2022, the Company recorded The total fair value of the bunker swap agreements and forward fuel purchase agreements in an asset position as of September 30, 2023 and December 31, 2022 is $11 and $168 , respectively, and are recorded in prepaid expenses and other current assets in the Condensed Consolidated Balance Sheets. The total fair value of the bunker swap agreements and forward fuel purchase agreements in a Impairment of vessel assets “Property, Plant and Equipment” (“ASC 360”). During the three and nine months ended September 30, 2022, the Company did not incur any impairment of vessel assets in accordance with ASC 360. Such review led management to assess its probability weighted undiscounted cash flows for such vessels, and this resulted in the Company recording such impairment charges in the third quarter of 2023. determined that the expected estimated future undiscounted cash flows for three of its Capesize vessels, the Genco Claudius, Genco Commodus and Genco Maximus, did not exceed the net book value of these vessels as of September 30, 2023. This resulted in an impairment loss of Voyage expense recognition In time charters and spot market-related time charters, 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 and spot market-related time 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 gain (loss) of during the nine months ended September 30, 2023 and 2022, respectively. Additionally, voyage expenses include the cost of bunkers consumed during short-term time charters pursuant to the terms of the time charter agreement. |
CASH FLOW INFORMATION
CASH FLOW INFORMATION | 9 Months Ended |
Sep. 30, 2023 | |
CASH FLOW INFORMATION | |
CASH FLOW INFORMATION | 3 – CASH FLOW INFORMATION For the nine months ended September 30, 2023, 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 $1,233 for the Purchase of vessels and ballast water treatment systems, including deposits, and $365 for the Purchase of other fixed assets. For the nine months ended September 30, 2023, the Company had non-cash financing activities not included in the Condensed Consolidated Statement of Cash Flows for items included in Accounts payable and accrued expense consisting of For the nine months ended September 30, 2022, 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 $2,989 for the Purchase of vessels and ballast water treatment systems, including deposits, and $740 for the Purchase of other fixed assets. For the nine months ended September 30, 2022, the Company had non-cash financing activities not included in the Condensed Consolidated Statement of Cash Flows for items included in Accounts payable and accrued expense consisting of for the Purchase of vessels and ballast water treatment systems, including deposits. During the nine months ended September 30, 2023 and 2022, cash paid for interest, net of amounts capitalized, was $9,835 and $6,264, respectively, which was offset by $5,192 and $621 received as result of the interest rate cap agreements, respectively. During the nine months ended September 30, 2023 and 2022, any cash paid for income taxes was insignificant. During the nine months ended September 30, 2022, the Company reclassified $18,543 from Deposits on vessels to Vessels, net of accumulated depreciation upon the delivery of the Genco Mary and the Genco Laddey. Refer to Note 4 — Vessel Acquisitions and Dispositions. On June 16, 2023, the Company granted 3,917 restricted stock units and 3,917 performance-based restricted stock units to an individual. The aggregate fair value of these restricted stock units and performance-based restricted stock units was On May 16, 2023, the Company granted 43,729 restricted stock units to certain members of the Board of Directors. The aggregate fair value of these restricted stock units was On April 14, 2023, the Company granted 75,920 restricted stock units and 75,920 performance-based restricted stock units to certain individuals. The aggregate fair value of these restricted stock units and performance-based restricted stock units was On April 3, 2023, the Company granted 1,630 restricted stock units to an individual. The aggregate fair value of these restricted stock units was On March 10, 2023, the Company granted 2,948 restricted stock units to an individual. The aggregate fair value of these restricted stock units was On February 21, 2023, the Company granted 68,758 restricted stock units to certain individuals. The aggregate fair value of these restricted stock units was On May 16, 2022, the Company granted 27,331 restricted stock units to certain members of the Board of Directors. The aggregate fair value of these restricted stock units was On February 23, 2022, the Company granted 201,934 restricted stock units to certain individuals. The aggregate fair value of these restricted stock units was Refer to Note 13 — Stock-Based Compensation for further information regarding the aforementioned restricted stock issuances. Supplemental Condensed Consolidated Cash Flow information related to leases is as follows: For the Nine Months Ended September 30, 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 1,765 $ 1,672 |
VESSEL ACQUISITIONS AND DISPOSI
VESSEL ACQUISITIONS AND DISPOSITIONS | 9 Months Ended |
Sep. 30, 2023 | |
VESSEL ACQUISITIONS AND DISPOSITIONS | |
VESSEL ACQUISITIONS AND DISPOSITIONS | 4 – VESSEL ACQUISITIONS AND DISPOSITIONS Vessel Acquisitions On May 18, 2021, the Company entered into agreements to acquire two 2022-built 61,000 dwt newbuilding Ultramax vessels from Dalian Cosco KHI Ship Engineering Co. Ltd. for a purchase price of $29,170 each, that were renamed the Genco Mary and the Genco Laddey. The vessels were delivered to the Company on January 6, 2022. The remaining purchase price of There was no capitalized interest expense associated with these newbuilding contracts during the three months ended September 30, 2023 and 2022. During the nine months ended September 30, 2023 and 2022, capitalized interest expense was Vessel Dispositions As of September 30, 2023 and December 31, 2022, the Company recorded $5,643 of current restricted cash in the Condensed Consolidated Balance Sheets, representing the net proceeds from the sale of the Genco Provence on November 2, 2021 which served as collateral under the $450 Million Credit Facility. Pursuant to the $450 Million Credit Facility, the net proceeds received from the sale remained classified as restricted cash for sale date. That amount can be used towards the financing of replacement 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 |
NET (LOSS) EARNINGS PER SHARE
NET (LOSS) EARNINGS PER SHARE | 9 Months Ended |
Sep. 30, 2023 | |
NET (LOSS) EARNINGS PER SHARE | |
NET (LOSS) EARNINGS PER SHARE | 5 – NET (LOSS) EARNINGS PER SHARE The computation of basic net (loss) earnings per share is based on the weighted-average number of common shares outstanding during the reporting period. The computation of diluted net (loss) earnings per share assumes the vesting of nonvested stock awards and the exercise of stock options (refer to Note 13 — 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 154,460 stock options, 38,255 performance based restricted stock units and 145,555 restricted stock units excluded from the computation of diluted net loss per share during the three months ended September 30, 2023 because they were anti-dilutive (refer to Note 13 — Stock-Based Compensation). There were The components of the denominator for the calculation of basic and diluted earnings per share are as follows: For the Three Months Ended For the Nine Months Ended September 30, September 30, 2023 2022 2023 2022 Common shares outstanding, basic: Weighted-average common shares outstanding, basic 42,816,045 42,529,865 42,745,681 42,361,797 Common shares outstanding, diluted: Weighted-average common shares outstanding, basic 42,816,045 42,529,865 42,745,681 42,361,797 Dilutive effect of stock options — 223,998 — 359,249 Dilutive effect of performance based restricted stock units — — — — Dilutive effect of restricted stock units — 127,678 — 194,194 Weighted-average common shares outstanding, diluted 42,816,045 42,881,541 42,745,681 42,915,240 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2023 | |
RELATED PARTY TRANSACTIONS | |
RELATED PARTY TRANSACTIONS | 6 – RELATED PARTY TRANSACTIONS During the three and nine months ended September 30, 2023 and 2022, the Company did no t have any related party transactions. |
DEBT
DEBT | 9 Months Ended |
Sep. 30, 2023 | |
DEBT | |
DEBT | 7 – DEBT Long-term debt, net consists of the following: September 30, December 31, 2023 2022 Principal amount $ 144,750 $ 171,000 Less: Unamortized deferred financing costs (4,756) (6,079) Less: Current portion — — Long-term debt, net $ 139,994 $ 164,921 $450 Million Credit Facility On August 3, 2021, the Company entered into the $450 Million Credit Facility, a five-year senior secured credit facility which is allocated between an up to $150,000 term loan facility and an up to $300,000 revolving credit facility which was used to refinance the Company’s two prior credit facilities. On May 30, 2023, the Company entered into an amendment to the $450 Million Credit Facility to transition from the use of the London Inter-Bank Offered Rate (“LIBOR”) to calculate interest to the Secured Overnight Financing Rate (“SOFR”) effective June 30, 2023. Borrowings began bearing interest at SOFR plus the applicable margin effective June 30, 2023. As of September 30, 2023, there was $198,770 of availability under the $450 Million Credit Facility. Total debt repayments of $8,750 were made during the three months ended September 30, 2023 and 2022 under the $450 Million Credit Facility. Total debt repayments of $26,250 and $66,250 were made during the nine months ended September 30, 2023 and 2022, respectively, under the $450 Million Credit Facility. As of September 30, 2023, the Company was in compliance with all of the financial covenants under the $450 Million Credit Facility. 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 effective interest rate below does not include the effect of any interest rate cap agreements. 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, 2023 2022 2023 2022 Effective Interest Rate 8.71 % 5.34 % 8.27 % 4.01 % Range of Interest Rates (excluding unused commitment fees) 7.31 % to 7.58 % 3.82 % to 5.27 % 6.43 % to 7.58 % 2.26 % to 5.27 % |
DERIVATIVE INSTRUMENTS
DERIVATIVE INSTRUMENTS | 9 Months Ended |
Sep. 30, 2023 | |
DERIVATIVE INSTRUMENTS | |
DERIVATIVE INSTRUMENTS | 8 – DERIVATIVE INSTRUMENTS The Company is exposed to interest rate risk on its floating rate debt. As of September 30, 2023, the Company had interest rate cap agreements outstanding to manage interest costs and the risk associated with variable interest rates. The interest rate cap agreements were initially designated and qualified as cash flow hedges. The premium paid is recognized in income on a rational basis, and all changes in the fair value of the caps are deferred in Accumulated other comprehensive income (“AOCI”) and are subsequently reclassified into Interest expense in the period when the hedged interest affects earnings. During the second quarter of 2022, based on the total outstanding debt under the $450 Million Credit Facility being below the total notional amount of the interest rate cap agreements, a portion of one of the interest rate cap agreements was dedesignated as a hedge. Subsequent gains and losses resulting from valuation adjustments on the dedesignated portion of the cap are recorded within interest expense. As the forecasted interest payments hedged are not remote of occurring, the amounts in AOCI as of the date of dedesignation will be recognized over the remaining original hedge period. During the three months ended September 30, 2023 and 2022, the Company recorded a loss (gain) of , respectively, in interest expense for the portion of the interest rate caps not designated as a hedging instrument. During the nine months ended September 30, 2023 and 2022, the Company recorded a loss (gain) of The following table summarizes the interest rate cap agreements in place as of September 30, 2023. Interest Rate Cap Detail Notional Amount Outstanding September 30, Trade date Cap Rate Start Date End Date 2023 March 25, 2021 0.75 % April 29, 2021 March 28, 2024 $ 50,000 July 29, 2020 0.64 % July 31, 2020 December 29, 2023 100,000 $ 150,000 The Company records the fair value of the interest rate caps as Fair value of derivative instruments in the current and non-current asset sections on its Condensed Consolidated Balance Sheets. The Company has elected to use the income approach to value the interest rate derivatives using observable Level 2 market expectations at the measurement date and standard valuation techniques to convert future amounts to a single present amount (discounted) reflecting current market expectations about those future amounts. Level 2 inputs for derivative valuations are limited to quoted prices for similar assets or liabilities in active markets (specifically futures contracts) and inputs other than quoted prices that are observable for the asset or liability (specifically SOFR cash and swap rates, implied volatility, basis swap adjustments, and credit risk at commonly quoted intervals). Mid-market pricing is used as a practical expedient for most fair value measurements. T The Company recorded a $4,223 unrealized loss for the nine months ended September 30, 2023 in AOCI. The estimated income that is currently recorded in AOCI as of September 30, 2023 that is expected to be reclassified into earnings within the next twelve months is . The Effect of Fair Value and Cash Flow Hedge Accounting on the Statements of Operations For the Three Months Ended September 30, For the Nine Months Ended September 30, 2023 2022 2023 2022 Interest Expense Interest Expense Interest Expense Interest Expense Total amounts of income and expense line items presented in the statements of operations in which the effects of fair value or cash flow hedges are recorded $ 1,999 $ 2,276 $ 6,158 $ 6,923 The effects of fair value and cash flow hedging Gain or (loss) on cash flow hedging relationships in Subtopic 815-20: Interest contracts: Amount of gain or (loss) reclassified from AOCI to income $ (1,770) $ (626) $ (5,111) $ (676) Premium excluded and recognized on an amortized basis 35 41 109 139 Amount of gain or (loss) reclassified from AOCI to income as a result that a forecasted transaction is no longer probable of occurring — — — — The following table shows the interest rate cap assets as of September 30, 2023 and December 31, 2022: September 30, December 31, Balance Sheet Location 2023 2022 Derivatives designated as hedging instruments Interest rate caps Fair value of derivative instruments - current $ 2,250 $ 6,112 Interest rate caps Fair value of derivative instruments - noncurrent $ — $ 381 Derivatives not designated as hedging instruments Interest rate caps Fair value of derivative instruments - current $ 119 $ 200 Interest rate caps Fair value of derivative instruments - noncurrent $ — $ 42 The components of AOCI included in the accompanying Condensed Consolidated Balance Sheet consists of net unrealized losses on cash flow hedges as of September 30, 2023. AOCI — January 1, 2023 $ 6,480 Amount recognized in OCI on derivative, intrinsic (4,502) Amount recognized in OCI on derivative, excluded 279 Amount reclassified from OCI into income — AOCI — September 30, 2023 $ 2,257 |
FAIR VALUE OF FINANCIAL INSTRUM
FAIR VALUE OF FINANCIAL INSTRUMENTS | 9 Months Ended |
Sep. 30, 2023 | |
FAIR VALUE OF FINANCIAL INSTRUMENTS | |
FAIR VALUE OF FINANCIAL INSTRUMENTS | 9 – FAIR VALUE OF FINANCIAL INSTRUMENTS The fair values and carrying values of the Company’s financial instruments as of September 30, 2023 and December 31, 2022 which are required to be disclosed at fair value, but not recorded at fair value, are noted below. September 30, 2023 December 31, 2022 Carrying Carrying Value Fair Value Value Fair Value Cash and cash equivalents $ 46,259 $ 46,259 $ 58,142 $ 58,142 Restricted cash 5,958 5,958 5,958 5,958 Principal amount of floating rate debt 144,750 144,750 171,000 171,000 The carrying value of the borrowings under the $450 Million Credit Facility as of September 30, 2023 and December 31, 2022, which excludes the impact of deferred financing costs, approximate their fair value due to the variable interest nature thereof as this credit facility represents a floating rate loan. The carrying amounts of the Company’s other financial instruments as of September 30, 2023 and December 31, 2022 (principally Due from charterers and Accounts payable and accrued expenses) approximate fair values because of the relatively short maturity of these instruments. 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 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. Interest rate cap agreements, bunker swap agreements and forward fuel purchase agreements are considered to be Level 2 items. Refer to Note 8 — Derivative Instruments and Note 2 — Summary of Significant Accounting Policies, respectively, for further information. 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, 2023, the vessel assets for vessel impairment recorded during the three and nine months ended September 30, 2022. Refer to the “Impairment of vessel assets” section in Note 2 — Summary of Significant Accounting Policies. The fair value determination for the operating lease right-of-use assets was based on third party quotes, which is considered a Level 2 input. Nonrecurring fair value measurements may include impairment tests of the Company’s operating lease right-of-use assets if there are indicators of impairments. indicators of impairment of the operating lease right-of-use assets. The Company did not have any Level 3 financial assets or liabilities as of September 30, 2023 and December 31, 2022. |
ACCOUNTS PAYABLE AND ACCRUED EX
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | 9 Months Ended |
Sep. 30, 2023 | |
ACCOUNTS PAYABLE AND ACCRUED EXPENSES. | |
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | 10 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES Accounts payable and accrued expenses consist of the following: September 30, December 31, 2023 2022 Accounts payable $ 10,759 $ 16,162 Accrued general and administrative expenses 5,507 6,171 Accrued vessel operating expenses 11,162 7,142 Total accounts payable and accrued expenses $ 27,428 $ 29,475 |
VOYAGE REVENUES
VOYAGE REVENUES | 9 Months Ended |
Sep. 30, 2023 | |
VOYAGE REVENUES | |
VOYAGE REVENUES | 1 1 – VOYAGE REVENUES Total voyage 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, 2023 and 2022, the Company earned For the Three Months Ended For the Nine Months Ended September 30, September 30, 2023 2022 2023 2022 Lease revenue $ 27,905 $ 59,634 $ 109,798 $ 178,191 Spot market voyage revenue 55,456 76,336 158,511 231,770 Total voyage revenues $ 83,361 $ 135,970 $ 268,309 $ 409,961 |
LEASES
LEASES | 9 Months Ended |
Sep. 30, 2023 | |
LEASES | |
LEASES | 12 – LEASES 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 was recorded during the nine months ended September 30, 2023 and 2022. Sublease income is recorded net with the total operating lease costs in General and administrative expenses in the Condensed Consolidated Statements of Operations. The Company charters in third-party vessels and the Company is the lessee in these 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, 2023 and 2022, all charter-in agreements for third-party vessels were less than twelve months and considered short-term leases. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 9 Months Ended |
Sep. 30, 2023 | |
STOCK-BASED COMPENSATION | |
STOCK-BASED COMPENSATION | 13 – STOCK-BASED COMPENSATION 2015 Equity Incentive Plan Stock Options The following table summarizes the stock option activity for the nine months ended September 30, 2023: Weighted Weighted Number Average Average of Exercise Fair Options Price Value Outstanding as of January 1, 2023 415,227 $ 7.91 $ 2.78 Granted — — — Exercised (47,037) 7.70 2.53 Forfeited — — — Outstanding as of September 30, 2023 368,190 $ 7.93 $ 2.82 Exercisable as of September 30, 2023 335,729 $ 7.74 $ 2.67 The following table summarizes certain information about the options outstanding as of September 30, 2023: Options Outstanding and Unvested, Options Outstanding and Exercisable, September 30, 2023 September 30, 2023 Weighted Weighted Weighted Average Weighted Average Weighted Average Exercise Price of Average Remaining Average Remaining Outstanding Number of Exercise Contractual Number of Exercise Contractual Options Options Price Life Options Price Life $ 7.93 32,461 $ 9.91 3.40 335,729 $ 7.74 2.50 As of September 30, 2023 and December 31, 2022, a total of 368,190 and 415,227 stock options were outstanding, respectively. The unamortized stock-based compensation balance of $19 as of September 30, 2023 is expected to be expensed $12 and $7 during the remainder of 2023 and during the year ending December 31, 2024, respectively. F or the three and nine months ended September 30, 2023 and 2022, the Company recognized amortization expense of the fair value of its stock 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, 2023 2022 2023 2022 General and administrative expenses $ 13 $ 55 $ 71 $ 223 Restricted Stock Units The Company has granted 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, 2023 and December 31, 2022, 798,904 and 612,300 shares of the Company’s common stock were outstanding in respect of the RSUs, respectively. Such shares will only be issued in respect to 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. 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. anniversaries of the determined vesting date, over the three The table below summarizes the Company’s unvested RSUs for the nine months ended September 30, 2023: Weighted Number of Average Grant RSUs Date Price Outstanding as of January 1, 2023 641,972 $ 15.74 Granted 211,441 16.27 Vested (230,842) 14.35 Forfeited (49,322) 16.42 Outstanding as of September 30, 2023 573,249 $ 16.43 The total fair value of the RSUs that vested during the nine months ended September 30, 2023 and 2022 was $4,075 and $3,837 , 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, 2023: Unvested RSUs Vested RSUs September 30, 2023 September 30, 2023 Weighted Weighted Average Weighted Average Remaining Average Number of Grant Date Contractual Number of Grant Date RSUs Price Life RSUs Price 573,249 $ 16.43 1.61 288,158 $ 12.35 The Company is amortizing these grants over the applicable vesting periods, net of anticipated forfeitures. As of September 30, 2023, unrecognized compensation cost of For the three and nine months ended September 30, 2023 and 2022, 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, 2023 2022 2023 2022 General and administrative expenses $ 1,243 $ 785 $ 3,848 $ 2,133 Performance-Based Restricted Stock Units The Company has granted performance-based restricted stock units (“PRSUs”) under the 2015 Plan to certain employees of the Company, some of which are contingent upon the Company’s relative total shareholder return (“TSR”) and some of which are contingent upon the Company’s return on invested capital (”ROIC”) for a three-year performance period ending December 31, 2025. The TSR is calculated based on the Company’s total shareholder return compared to that of certain peer companies specified in the award agreements over the performance period and is calculated based on the change in the average daily closing stock price over a 20 trading-day period from the beginning to the end of the performance period, including reinvested dividends. The total quantity of PRSUs eligible to vest under these awards range from zero to 200% of the target based on actual relative TSR performance during the performance period. The grant date fair value of the TSR awards was estimated using a Monte Carlo simulation model. Compensation for these awards, which are subject to market conditions, is being amortized over the service period. The grant date fair value of the ROIC awards was estimated using the closing share price of the Company’s stock on the date of grant. The total quantity of PRSUs eligible to vest under these awards range from zero to 200% of the target based on actual ROIC performance during the performance period. As such ROIC awards are subject to performance conditions and compensation cost is recognized over the service period based on the amount of awards that the Company believes is probable that will vest. To the extent the Company’s estimate changes, the Company will recognize a cumulative catch up in subsequent reporting periods. The PRSUs, if earned, will ordinarily vest during the first quarter of 2026 and the recipient will receive a share of common stock for each earned PRSU. If PRSUs. However, based on actual performance, the number of PRSUs earned will change based on the ranges described above. As of September 30, 2023, unrecognized compensation cost of Significant inputs used in the estimation of the fair value of these awards granted during the three and nine months ended September 30, 2023 are as follows: Significant Input September 30, 2023 Closing share price of our common stock $14.36 to $16.30 Risk-free rate of return 3.81% to 4.38% Expected volatility of our common stock 53.38% to 54.53% Holding period discount 0% Simulation term (in years) 2.54 to 2.72 Range of target 0% to 200% For the three and nine months ended September 30, 2023 and 2022, the Company recognized nonvested stock amortization expense for the PRSUs, which is included in General and administrative expenses as follows: For the Three Months Ended For the Nine Months Ended September 30, September 30, 2023 2022 2023 2022 General and administrative expenses $ 141 $ — $ 256 $ — |
LEGAL PROCEEDINGS
LEGAL PROCEEDINGS | 9 Months Ended |
Sep. 30, 2023 | |
LEGAL PROCEEDINGS | |
LEGAL PROCEEDINGS | 14 – LEGAL PROCEEDINGS On December 14, 2022, a sub-charterer of the Genco Constellation asserted a claim for monetary losses in connection with alleged delays of the loading of their cargo, short loading, or both at the port of Longkou, China. Hizone Group Co. Ltd (“Hizone”) had sub-chartered the vessel from SCM Corporation Limited, which had subchartered the vessel from BG Shipping Co. Limited, which in turn had chartered the vessel from us. A dispute arose due to the need to restow the cargo to ensure the safety of the crew and the vessel. Following the vessel’s arrival at Tema Harbour in Ghana, Hizone petitioned the Superior Court of Judicature to have the vessel arrested in connection with a claim alleging damages. The petition was granted on December 14, 2022 and although Genco offered security to release the vessel shortly thereafter, the vessel was only released at the end of February 2023. Moreover, Hizone petitioned the Superior Court of Judicature to have the vessel arrested again on February 2, 2023 on an allegedly different claim. The vessel was not generating revenue while it was subject to arrest. The Company believes that these claims are without merit and has valid defenses against them and is vigorously defending them while continuing to seek reimbursement of damages arising from the arrest of the vessel, including the recovery of lost revenue while arrested and reimbursement of legal fees. The Company obtained security from BG Shipping Co. Limited and is proceeding with arbitration. From time to time, the Company may be subject to other 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 such legal proceedings or 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. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2023 | |
SUBSEQUENT EVENTS | |
SUBSEQUENT EVENTS | 15 – SUBSEQUENT EVENTS On October 10, 2023, the Company entered into an agreement to acquire a 2016-built 181,000 dwt Capesize vessel to be renamed the Genco Ranger for a purchase price of $43,100. The vessel is expected to be delivered during mid-November 2023, and the Company intends to use a combination of cash on hand and the draw down on the revolving credit facility as noted below to finance the purchase. On October 23, 2023, the Company paid a deposit of $4,320, which is being held in an escrow account until the Company takes delivery of the vessel. On October 16, 2023, the Company entered into an agreement with the lenders under the $450 Million Credit Facility to further extend the period that the net proceeds received from the sale of the Genco Provence may be held as restricted cash to finance a qualifying replacement vessel until January 26, 2024. The restricted cash is expected to be released upon the delivery of the Genco Ranger during the fourth quarter of 2023. On November 6, 2023, the Company drew down $35,000 under the revolver of the $450 Million Credit Facility to partially fund the anticipated acquisition of the Genco Ranger. On November 8, 2023, the Company announced a regular quarterly dividend of $0.15 per share to be paid on or about November 30, 2023 to shareholders of record as of November 22, 2023. The aggregate amount of the dividend is expected to be approximately $ In the fourth quarter of 2023, the Company entered into a commitment letter to amend, extend and upsize its existing $450 Million Credit Facility. The amended structure consists of a revolving credit facility, which can be utilized to support growth of the Company’s asset base, as well as for general corporate purposes (the “$500 Million Revolver”). that it may not be entered into, and fulfillment of customary conditions precedent. The $500 Million Revolver is expected to close during the fourth quarter of 2023. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Basis of presentation | Basis of presentation 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”), and the rules and regulations of the SEC that apply to interim financial statements, including the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the disclosures and footnotes normally included in complete consolidated financial statements prepared in conformity with U.S. GAAP. They should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s 2022 Annual Report on Form 10-K, filed with the SEC on February 22, 2023 (the “2022 10-K”). The accompanying Condensed Consolidated Financial Statements include the accounts of GS&T and its direct and indirect wholly-owned subsidiaries and GSSM. All intercompany accounts and transactions have been eliminated in consolidation. 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. The results of operations for the three and nine months ended September 30, 2023 are not necessarily indicative of the operating results to be expected for the year ending December 31, 2023. |
Use of estimates | Use of estimates 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, impairment of vessels, the valuation of amounts due from charterers, residual value of vessels, useful life of vessels, the fair value of time charters acquired, and the fair value of derivative instruments, if any. Actual results could differ from those estimates. |
Cash, cash equivalents and restricted cash | Cash, cash equivalents and restricted cash The Company considers highly liquid investments, such as money market funds and certificates of deposit with an original maturity of three months or less at the time of purchase to be cash equivalents. Current and non-current restricted cash includes cash that is restricted pursuant to our credit facilities. 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, 2023 2022 Cash and cash equivalents $ 46,259 $ 58,142 Restricted cash – current 5,643 5,643 Restricted cash – noncurrent 315 315 Cash, cash equivalents and restricted cash $ 52,217 $ 64,100 |
Bunker swaps and forward fuel purchase agreements | Bunker swap and forward fuel purchase agreements From time to time, the Company may enter into fuel hedge agreements with the objective of reducing the risk of the effect of changing fuel prices. The Company has entered into bunker swap agreements and forward fuel purchase agreements. The Company’s bunker swap agreements and forward fuel purchase agreements do not qualify for hedge accounting treatment; therefore, any unrealized or realized gains and losses are recorded in the Condensed Consolidated Statements of Operations. Derivatives are Level 2 instruments in the fair value hierarchy. During the three months ended September 30, 2023 and 2022, the Company recorded $164 and $326 of realized gains in other (expense) income, respectively. During the three months ended September 30, 2023 and 2022, the Company recorded ($15) and ($1,871) of unrealized losses in other (expense) income, respectively. During the nine months ended September 30, 2023 and 2022, the Company recorded $245 and $1,622 of realized gains in other (expense) income, respectively. During the nine months ended September 30, 2023 and 2022, the Company recorded The total fair value of the bunker swap agreements and forward fuel purchase agreements in an asset position as of September 30, 2023 and December 31, 2022 is $11 and $168 , respectively, and are recorded in prepaid expenses and other current assets in the Condensed Consolidated Balance Sheets. The total fair value of the bunker swap agreements and forward fuel purchase agreements in a Impairment of vessel assets “Property, Plant and Equipment” (“ASC 360”). During the three and nine months ended September 30, 2022, the Company did not incur any impairment of vessel assets in accordance with ASC 360. Such review led management to assess its probability weighted undiscounted cash flows for such vessels, and this resulted in the Company recording such impairment charges in the third quarter of 2023. determined that the expected estimated future undiscounted cash flows for three of its Capesize vessels, the Genco Claudius, Genco Commodus and Genco Maximus, did not exceed the net book value of these vessels as of September 30, 2023. This resulted in an impairment loss of |
Impairment of vessel assets | Impairment of vessel assets “Property, Plant and Equipment” (“ASC 360”). During the three and nine months ended September 30, 2022, the Company did not incur any impairment of vessel assets in accordance with ASC 360. Such review led management to assess its probability weighted undiscounted cash flows for such vessels, and this resulted in the Company recording such impairment charges in the third quarter of 2023. determined that the expected estimated future undiscounted cash flows for three of its Capesize vessels, the Genco Claudius, Genco Commodus and Genco Maximus, did not exceed the net book value of these vessels as of September 30, 2023. This resulted in an impairment loss of |
Voyage expense recognition | Voyage expense recognition In time charters and spot market-related time charters, 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 and spot market-related time 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 gain (loss) of during the nine months ended September 30, 2023 and 2022, respectively. Additionally, voyage expenses include the cost of bunkers consumed during short-term time charters pursuant to the terms of the time charter agreement. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Schedule of restricted cash and cash equivalents | September 30, December 31, 2023 2022 Cash and cash equivalents $ 46,259 $ 58,142 Restricted cash – current 5,643 5,643 Restricted cash – noncurrent 315 315 Cash, cash equivalents and restricted cash $ 52,217 $ 64,100 |
CASH FLOW INFORMATION (Tables)
CASH FLOW INFORMATION (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
CASH FLOW INFORMATION | |
Schedule of cash flow information related to operating leases | For the Nine Months Ended September 30, 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 1,765 $ 1,672 |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
NET (LOSS) EARNINGS PER SHARE | |
Components of denominator for the calculation of basic and diluted earnings (loss) per share | For the Three Months Ended For the Nine Months Ended September 30, September 30, 2023 2022 2023 2022 Common shares outstanding, basic: Weighted-average common shares outstanding, basic 42,816,045 42,529,865 42,745,681 42,361,797 Common shares outstanding, diluted: Weighted-average common shares outstanding, basic 42,816,045 42,529,865 42,745,681 42,361,797 Dilutive effect of stock options — 223,998 — 359,249 Dilutive effect of performance based restricted stock units — — — — Dilutive effect of restricted stock units — 127,678 — 194,194 Weighted-average common shares outstanding, diluted 42,816,045 42,881,541 42,745,681 42,915,240 |
DEBT (Tables)
DEBT (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
DEBT | |
Schedule of components of Long-term debt | September 30, December 31, 2023 2022 Principal amount $ 144,750 $ 171,000 Less: Unamortized deferred financing costs (4,756) (6,079) Less: Current portion — — Long-term debt, net $ 139,994 $ 164,921 |
Schedule of effective interest rate and the range of interest rates on the debt | For the Three Months Ended For the Nine Months Ended September 30, September 30, 2023 2022 2023 2022 Effective Interest Rate 8.71 % 5.34 % 8.27 % 4.01 % Range of Interest Rates (excluding unused commitment fees) 7.31 % to 7.58 % 3.82 % to 5.27 % 6.43 % to 7.58 % 2.26 % to 5.27 % |
DERIVATIVE INSTRUMENTS (Tables)
DERIVATIVE INSTRUMENTS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
DERIVATIVE INSTRUMENTS | |
Schedule of interest cap agreements | Interest Rate Cap Detail Notional Amount Outstanding September 30, Trade date Cap Rate Start Date End Date 2023 March 25, 2021 0.75 % April 29, 2021 March 28, 2024 $ 50,000 July 29, 2020 0.64 % July 31, 2020 December 29, 2023 100,000 $ 150,000 |
Schedule of the effect of fair value and cash flow hedge accounting on the statement of operations | The Effect of Fair Value and Cash Flow Hedge Accounting on the Statements of Operations For the Three Months Ended September 30, For the Nine Months Ended September 30, 2023 2022 2023 2022 Interest Expense Interest Expense Interest Expense Interest Expense Total amounts of income and expense line items presented in the statements of operations in which the effects of fair value or cash flow hedges are recorded $ 1,999 $ 2,276 $ 6,158 $ 6,923 The effects of fair value and cash flow hedging Gain or (loss) on cash flow hedging relationships in Subtopic 815-20: Interest contracts: Amount of gain or (loss) reclassified from AOCI to income $ (1,770) $ (626) $ (5,111) $ (676) Premium excluded and recognized on an amortized basis 35 41 109 139 Amount of gain or (loss) reclassified from AOCI to income as a result that a forecasted transaction is no longer probable of occurring — — — — |
Schedule of interest rate cap assets | September 30, December 31, Balance Sheet Location 2023 2022 Derivatives designated as hedging instruments Interest rate caps Fair value of derivative instruments - current $ 2,250 $ 6,112 Interest rate caps Fair value of derivative instruments - noncurrent $ — $ 381 Derivatives not designated as hedging instruments Interest rate caps Fair value of derivative instruments - current $ 119 $ 200 Interest rate caps Fair value of derivative instruments - noncurrent $ — $ 42 |
Components of AOCI | AOCI — January 1, 2023 $ 6,480 Amount recognized in OCI on derivative, intrinsic (4,502) Amount recognized in OCI on derivative, excluded 279 Amount reclassified from OCI into income — AOCI — September 30, 2023 $ 2,257 |
FAIR VALUE OF FINANCIAL INSTR_2
FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
FAIR VALUE OF FINANCIAL INSTRUMENTS | |
Schedule of fair values and carrying values of the Company's financial instruments | September 30, 2023 December 31, 2022 Carrying Carrying Value Fair Value Value Fair Value Cash and cash equivalents $ 46,259 $ 46,259 $ 58,142 $ 58,142 Restricted cash 5,958 5,958 5,958 5,958 Principal amount of floating rate debt 144,750 144,750 171,000 171,000 |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
ACCOUNTS PAYABLE AND ACCRUED EXPENSES. | |
Schedule of accounts payable and accrued expenses | September 30, December 31, 2023 2022 Accounts payable $ 10,759 $ 16,162 Accrued general and administrative expenses 5,507 6,171 Accrued vessel operating expenses 11,162 7,142 Total accounts payable and accrued expenses $ 27,428 $ 29,475 |
VOYAGE REVENUES (Tables)
VOYAGE REVENUES (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
VOYAGE REVENUES | |
Schedule of voyage revenue | For the Three Months Ended For the Nine Months Ended September 30, September 30, 2023 2022 2023 2022 Lease revenue $ 27,905 $ 59,634 $ 109,798 $ 178,191 Spot market voyage revenue 55,456 76,336 158,511 231,770 Total voyage revenues $ 83,361 $ 135,970 $ 268,309 $ 409,961 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) - 2015 EIP Plan | 9 Months Ended |
Sep. 30, 2023 | |
Employee Stock Option [Member] | |
Stock Awards | |
Schedule of stock option activity | Weighted Weighted Number Average Average of Exercise Fair Options Price Value Outstanding as of January 1, 2023 415,227 $ 7.91 $ 2.78 Granted — — — Exercised (47,037) 7.70 2.53 Forfeited — — — Outstanding as of September 30, 2023 368,190 $ 7.93 $ 2.82 Exercisable as of September 30, 2023 335,729 $ 7.74 $ 2.67 The following table summarizes certain information about the options outstanding as of September 30, 2023: Options Outstanding and Unvested, Options Outstanding and Exercisable, September 30, 2023 September 30, 2023 Weighted Weighted Weighted Average Weighted Average Weighted Average Exercise Price of Average Remaining Average Remaining Outstanding Number of Exercise Contractual Number of Exercise Contractual Options Options Price Life Options Price Life $ 7.93 32,461 $ 9.91 3.40 335,729 $ 7.74 2.50 |
Schedule of nonvested stock amortization expense | For the Three Months Ended For the Nine Months Ended September 30, September 30, 2023 2022 2023 2022 General and administrative expenses $ 13 $ 55 $ 71 $ 223 |
Restricted Stock Units | |
Stock Awards | |
Summary of nonvested restricted stock units | Weighted Number of Average Grant RSUs Date Price Outstanding as of January 1, 2023 641,972 $ 15.74 Granted 211,441 16.27 Vested (230,842) 14.35 Forfeited (49,322) 16.42 Outstanding as of September 30, 2023 573,249 $ 16.43 The total fair value of the RSUs that vested during the nine months ended September 30, 2023 and 2022 was $4,075 and $3,837 , 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, 2023: Unvested RSUs Vested RSUs September 30, 2023 September 30, 2023 Weighted Weighted Average Weighted Average Remaining Average Number of Grant Date Contractual Number of Grant Date RSUs Price Life RSUs Price 573,249 $ 16.43 1.61 288,158 $ 12.35 |
Schedule of nonvested stock amortization expense | For the Three Months Ended For the Nine Months Ended September 30, September 30, 2023 2022 2023 2022 General and administrative expenses $ 1,243 $ 785 $ 3,848 $ 2,133 |
Performance based restricted stock units | |
Stock Awards | |
Schedule of significant inputs used in the estimation of the fair value of awards granted | Significant Input September 30, 2023 Closing share price of our common stock $14.36 to $16.30 Risk-free rate of return 3.81% to 4.38% Expected volatility of our common stock 53.38% to 54.53% Holding period discount 0% Simulation term (in years) 2.54 to 2.72 Range of target 0% to 200% |
Schedule of nonvested stock amortization expense | For the Three Months Ended For the Nine Months Ended September 30, September 30, 2023 2022 2023 2022 General and administrative expenses $ 141 $ — $ 256 $ — |
GENERAL INFORMATION (Details)
GENERAL INFORMATION (Details) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 USD ($) item t segment | Dec. 31, 2022 USD ($) | |
Segment reporting | ||
Number of Reportable Segments | segment | 1 | |
Drybulk Vessels | ||
Segment reporting | ||
Number of vessels in fleet | 44 | |
Capacity of vessels | t | 4,635,000 | |
Average age of vessels | 11 years 7 months 6 days | |
Capesize Drybulk Vessels | ||
Segment reporting | ||
Number of vessels in fleet | 17 | |
Ultramax Vessels | ||
Segment reporting | ||
Number of vessels in fleet | 15 | |
Supramax Vessels | ||
Segment reporting | ||
Number of vessels in fleet | 12 | |
GSSM | Variable Interest Entity | ||
Segment reporting | ||
Ownership percentage | 50% | 50% |
Investments used directly for operations | $ | $ 50 | $ 50 |
GSSM | Synergy | ||
Segment reporting | ||
Ownership by synergy | 50% | 50% |
Investments used directly for operations | $ | $ 50 | $ 50 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Cash, cash equivalents and restricted cash (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2021 |
Restricted Cash | ||||
Cash and cash equivalents | $ 46,259 | $ 58,142 | ||
Restricted cash - current | 5,643 | 5,643 | ||
Restricted cash - noncurrent | 315 | 315 | ||
Cash, cash equivalents and restricted cash | $ 52,217 | $ 64,100 | $ 71,490 | $ 120,531 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Bunker swaps and Forward Purchase Agreements (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Summary of Significant Accounting Policies | |||||
Fair value of derivative instruments | $ 2,369 | $ 2,369 | $ 6,312 | ||
Derivative Asset, Current, Statement of Financial Position [Extensible Enumeration] | Prepaid Expense and Other Assets, Current | Prepaid Expense and Other Assets, Current | Prepaid Expense and Other Assets, Current | ||
Derivative Liability, Current, Statement of Financial Position [Extensible Enumeration] | Accounts Payable and Accrued Liabilities, Current | Accounts Payable and Accrued Liabilities, Current | Accounts Payable and Accrued Liabilities, Current | ||
Bunker Swap and Forward Fuel Purchase Agreements | |||||
Summary of Significant Accounting Policies | |||||
Fair value of derivative instruments | $ 11 | $ 11 | $ 168 | ||
Fair value of liability position | 9 | 9 | $ 71 | ||
Other income (expense) | Bunker Swap and Forward Fuel Purchase Agreements | |||||
Summary of Significant Accounting Policies | |||||
Realized (losses) gains | 164 | $ 326 | 245 | $ 1,622 | |
Unrealized (losses) gains | $ (15) | $ (1,871) | $ (95) | $ (112) |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Impairment of Vessel Assets (Details) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2023 USD ($) item | Sep. 30, 2023 USD ($) item | |
Impairment of long-lived assets | ||
Impairment of vessel assets | $ 28,102 | $ 28,102 |
Genco Claudius, Genco Commodus and Genco Maximus | ||
Impairment of long-lived assets | ||
Number impaired vessel assets | item | 3 | 3 |
Impairment of vessel assets | $ 28,102 | $ 28,102 |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Voyage expense recognition (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Voyage expense recognition | ||||
Net gain (loss) on purchase and sale of bunker fuel and net realizable value adjustments | $ 552 | $ (4) | $ (89) | $ 4,421 |
CASH FLOW INFORMATION - Non-cas
CASH FLOW INFORMATION - Non-cash (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Non-cash investing and financing activities | ||
Reclassification from deposits on vessels to vessels, net of accumulated depreciation | $ 18,543 | |
Cash paid for interest | $ 9,835 | 6,264 |
Cash received from settlement of interest cap agreements | 5,192 | 621 |
Accounts payable and accrued expenses | ||
Non-cash investing and financing activities | ||
Purchases of vessels and ballast water treatment systems | 1,233 | 2,989 |
Purchase of other fixed assets | 365 | 740 |
Non-cash financing activities cash dividends payable | $ 959 | 777 |
Prepaid expenses and other current assets | ||
Non-cash investing and financing activities | ||
Purchases of vessels and ballast water treatment systems | $ 463 |
CASH FLOW INFORMATION - Stock-B
CASH FLOW INFORMATION - Stock-Based Compensation (Details) - 2015 EIP Plan - USD ($) $ in Thousands | 9 Months Ended | ||||||||
Jun. 16, 2023 | May 16, 2023 | Apr. 14, 2023 | Apr. 03, 2023 | Mar. 10, 2023 | Feb. 21, 2023 | May 16, 2022 | Feb. 23, 2022 | Sep. 30, 2023 | |
Restricted Stock Units | |||||||||
Non-cash investing and financing activities | |||||||||
Granted (in shares) | 3,917 | 43,729 | 75,920 | 1,630 | 2,948 | 68,758 | 27,331 | 201,934 | 211,441 |
Aggregate fair value | $ 56 | $ 600 | $ 1,237 | $ 25 | $ 50 | $ 1,250 | $ 600 | $ 3,950 | |
Performance based restricted stock units | |||||||||
Non-cash investing and financing activities | |||||||||
Granted (in shares) | 3,917 | 75,920 | |||||||
Aggregate fair value | $ 64 | $ 1,451 |
CASH FLOW INFORMATION - Lease p
CASH FLOW INFORMATION - Lease payments (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash flows from operating leases | $ 1,765 | $ 1,672 |
VESSEL ACQUISITIONS AND DISPO_2
VESSEL ACQUISITIONS AND DISPOSITIONS (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Mar. 31, 2022 USD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | May 18, 2021 USD ($) item | |
VESSEL ACQUISITIONS | |||||||
Restricted cash - current | $ 5,643 | $ 5,643 | $ 5,643 | ||||
Secured Debt | $450 Million Credit Facility | |||||||
VESSEL ACQUISITIONS | |||||||
Restricted cash - current | 5,643 | $ 5,643 | $ 5,643 | ||||
Period for which sales proceeds from vessels will remain as restricted cash | 360 days | ||||||
Collateral vessel replacement period | 360 days | ||||||
Agreement To Purchase Ultramax Newbuild Vessels | Genco Mary and Genco Laddey | |||||||
VESSEL ACQUISITIONS | |||||||
Number of vessels purchased under option to be acquired per purchase agreement | item | 2 | ||||||
Capacity of vessels | item | 61,000 | ||||||
Purchase price per vessel | $ 29,170 | ||||||
Remaining purchase price of vessels paid | $ 40,838 | ||||||
Capitalized interest associated with new building contracts | $ 0 | $ 0 | $ 0 | $ 5 |
NET (LOSS) EARNINGS PER SHARE (
NET (LOSS) EARNINGS PER SHARE (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Common shares outstanding, basic: | ||||
Weighted-average common shares outstanding, basic | 42,816,045 | 42,529,865 | 42,745,681 | 42,361,797 |
Common shares outstanding, diluted: | ||||
Weighted-average common shares outstanding, basic | 42,816,045 | 42,529,865 | 42,745,681 | 42,361,797 |
Weighted-average common shares outstanding, diluted | 42,816,045 | 42,881,541 | 42,745,681 | 42,915,240 |
Employee Stock Option | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive shares (in shares) | 154,460 | 179,536 | ||
Performance based restricted stock units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive shares (in shares) | 38,255 | 31,129 | ||
Restricted Stock Units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive shares (in shares) | 145,555 | 172,472 | ||
Employee Stock Option | ||||
Common shares outstanding, diluted: | ||||
Dilutive effect of share based arrangements | 223,998 | 359,249 | ||
Restricted Stock Units | ||||
Common shares outstanding, diluted: | ||||
Dilutive effect of share based arrangements | 127,678 | 194,194 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
RELATED PARTY TRANSACTIONS | ||||
Related party transactions | $ 0 | $ 0 | $ 0 | $ 0 |
DEBT - Components of Long-term
DEBT - Components of Long-term Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
DEBT | ||
Principal amount | $ 144,750 | $ 171,000 |
Less: Unamortized deferred financing costs | (4,756) | (6,079) |
Long-term debt, net | $ 139,994 | $ 164,921 |
DEBT - 450 Million Credit Facil
DEBT - 450 Million Credit Facility (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Aug. 03, 2021 USD ($) facility | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | |
Debt | |||||
Repayment of secured debt | $ 26,250 | $ 66,250 | |||
$450 Million Credit Facility | Secured Debt | |||||
Debt | |||||
Maximum borrowing capacity | $ 450,000 | ||||
Term of facilities | 5 years | ||||
Number of prior credit facilities refinanced into one facility | facility | 2 | ||||
Remaining borrowing capacity | $ 198,770 | 198,770 | |||
Repayment of secured debt | $ 8,750 | $ 8,750 | $ 26,250 | $ 66,250 | |
Revolving credit facility | Secured Debt | |||||
Debt | |||||
Maximum borrowing capacity | $ 300,000 | ||||
Term loan facility | Secured Debt | |||||
Debt | |||||
Maximum borrowing capacity | $ 150,000 |
DEBT - Interest Rates (Details)
DEBT - Interest Rates (Details) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Interest rates on debt | ||||
Effective Interest Rate (as a percent) | 8.71% | 5.34% | 8.27% | 4.01% |
Minimum | ||||
Interest rates on debt | ||||
Range of interest rates (excluding unused commitment fees) | 7.31% | 3.82% | 6.43% | 2.26% |
Maximum | ||||
Interest rates on debt | ||||
Range of interest rates (excluding unused commitment fees) | 7.58% | 5.27% | 7.58% | 5.27% |
DERIVATIVE INSTRUMENTS - Agreem
DERIVATIVE INSTRUMENTS - Agreements (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||||
Sep. 30, 2023 USD ($) item | Jun. 30, 2023 USD ($) | Mar. 31, 2023 USD ($) | Sep. 30, 2022 USD ($) | Jun. 30, 2022 USD ($) | Mar. 31, 2022 USD ($) | Sep. 30, 2023 USD ($) item | Sep. 30, 2022 USD ($) | Mar. 10, 2023 USD ($) derivative | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||||||
Loss recorded | $ 1,602 | $ 993 | $ 1,628 | $ (1,488) | $ (1,499) | $ (3,293) | $ 4,223 | $ (6,280) | |
Interest Rate Cap | Derivatives designated as hedging instruments | Derivatives in cash flow hedging relationships | |||||||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||||||
Number of interest rate caps | item | 2 | 2 | |||||||
Notional Amount | $ 150,000 | $ 150,000 | |||||||
Loss recorded | 4,223 | ||||||||
Amount of AOCI expected to be reclassified into earnings over the next 12 months | 2,257 | 2,257 | |||||||
Interest Rate Cap | Derivatives not designated as hedging instruments | |||||||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||||||
(Gain) loss recorded in interest expense | $ 24 | $ (88) | $ 35 | $ (77) | |||||
Interest Rate Cap - March 28, 2024 | Derivatives designated as hedging instruments | Derivatives in cash flow hedging relationships | |||||||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||||||
Cap rate (as a percent) | 0.75% | 0.75% | |||||||
Notional Amount | $ 50,000 | $ 50,000 | |||||||
Interest Rate Cap - December 29, 2023 | Derivatives designated as hedging instruments | Derivatives in cash flow hedging relationships | |||||||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||||||
Cap rate (as a percent) | 0.64% | 0.64% | |||||||
Notional Amount | $ 100,000 | $ 100,000 | |||||||
Interest Rate Cap - Expired March 10, 2023 | |||||||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||||||||
Number of interest rate caps | derivative | 1 | ||||||||
Notional Amount | $ 50,000 |
DERIVATIVE INSTRUMENTS - Fair V
DERIVATIVE INSTRUMENTS - Fair Value and Cash Flow Hedge (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
DERIVATIVE INSTRUMENTS | ||||
Total amounts of income and expense line items presented in the statements of operations in which the effects of fair value or cash flow hedges are recorded | $ 1,999 | $ 2,276 | $ 6,158 | $ 6,923 |
Gain or (loss) on cash flow hedging relationships in Subtopic 815-20: | ||||
Interest contracts: Amount of gain or (loss) reclassified from AOCI to income | (1,770) | (626) | (5,111) | (676) |
Interest contracts: Premium excluded and recognized on an amortized basis | $ 35 | $ 41 | $ 109 | $ 139 |
DERIVATIVE INSTRUMENTS - Intere
DERIVATIVE INSTRUMENTS - Interest Rate Cap Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Fair value of derivative instruments - current | $ 2,369 | $ 6,312 |
Fair value of derivative instruments - noncurrent | 423 | |
Interest rate caps | Derivatives designated as hedging instruments | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Fair value of derivative instruments - current | 2,250 | 6,112 |
Fair value of derivative instruments - noncurrent | 381 | |
Interest rate caps | Derivatives not designated as hedging instruments | ||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||
Fair value of derivative instruments - current | $ 119 | 200 |
Fair value of derivative instruments - noncurrent | $ 42 |
DERIVATIVE INSTRUMENTS - AOCI (
DERIVATIVE INSTRUMENTS - AOCI (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
DERIVATIVE INSTRUMENTS | |
Balance at the beginning of the period | $ 6,480 |
Amount recognized in OCI on derivative, intrinsic | (4,502) |
Amount recognized in OCI on derivative, excluded | 279 |
Balance at the end of the period | $ 2,257 |
FAIR VALUE OF FINANCIAL INSTR_3
FAIR VALUE OF FINANCIAL INSTRUMENTS - RECURRING (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Fair value of financial instruments | ||
Principal amount of floating rate debt | $ 144,750 | $ 171,000 |
Carrying Value | ||
Fair value of financial instruments | ||
Cash and cash equivalents | 46,259 | 58,142 |
Restricted cash | 5,958 | 5,958 |
Principal amount of floating rate debt | 144,750 | 171,000 |
Fair value | ||
Fair value of financial instruments | ||
Cash and cash equivalents | 46,259 | 58,142 |
Restricted cash | 5,958 | 5,958 |
Principal amount of floating rate debt | $ 144,750 | $ 171,000 |
FAIR VALUE OF FINANCIAL INSTR_4
FAIR VALUE OF FINANCIAL INSTRUMENTS - NONRECURRING (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 USD ($) item | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) item | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | |
Fair value of financial instruments | |||||
Impairment of vessel assets | $ 28,102 | $ 28,102 | |||
Fair Value, Measurements, Nonrecurring | |||||
Fair value of financial instruments | |||||
Number of vessels written down as part of impairment | item | 3 | 3 | |||
Impairment of vessel assets | $ 0 | $ 0 | |||
Impairment of operating lease right of use asset | $ 0 | $ 0 | $ 0 | $ 0 | |
Fair Value, Measurements, Nonrecurring | Level 3 | |||||
Fair value of financial instruments | |||||
Financial assets | 0 | 0 | $ 0 | ||
Financial liabilities | $ 0 | $ 0 | $ 0 |
ACCOUNTS PAYABLE AND ACCRUED _3
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
ACCOUNTS PAYABLE AND ACCRUED EXPENSES. | ||
Accounts payable | $ 10,759 | $ 16,162 |
Accrued general and administrative expenses | 5,507 | 6,171 |
Accrued vessel operating expenses | 11,162 | 7,142 |
Total accounts payable and accrued expenses | $ 27,428 | $ 29,475 |
VOYAGE REVENUES (Details)
VOYAGE REVENUES (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income statement | ||||
Total revenues | $ 83,361 | $ 135,970 | $ 268,309 | $ 409,961 |
Voyage | ||||
Income statement | ||||
Lease revenue | 27,905 | 59,634 | 109,798 | 178,191 |
Spot market voyage revenue | 55,456 | 76,336 | 158,511 | 231,770 |
Total revenues | $ 83,361 | $ 135,970 | $ 268,309 | $ 409,961 |
LEASES - Narrative (Details)
LEASES - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
LEASES | ||||
Sublease income | $ 306 | $ 306 | $ 918 | $ 918 |
STOCK-BASED COMPENSATION - 2015
STOCK-BASED COMPENSATION - 2015 EIP Stock Options and Other (Details) - 2015 EIP Plan - Employee Stock Option [Member] - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Unrecognized compensation cost | ||||
Unamortized compensation cost | $ 19 | $ 19 | ||
Future amortization of stock based compensation | ||||
Remainder of 2023 | 12 | 12 | ||
2024 | $ 7 | $ 7 | ||
Number of Options | ||||
Outstanding at beginning of period (in shares) | 415,227 | |||
Exercised (in shares) | (47,037) | |||
Outstanding at end of period (in shares) | 368,190 | 368,190 | ||
Weighted Average Exercise Price | ||||
Outstanding at beginning of period (in dollars per share) | $ 7.91 | |||
Exercised (in dollars per share) | 7.70 | |||
Outstanding at end of period (in dollars per share) | $ 7.93 | 7.93 | ||
Weighted Average Fair Value | ||||
Outstanding at beginning of period (in dollars per share) | 2.78 | |||
Exercised (in dollars per share) | 2.53 | |||
Outstanding at end of period (in dollars per share) | $ 2.82 | $ 2.82 | ||
Options outstanding and unvested | 32,461 | 32,461 | ||
Weighted Average Exercise Price Of Outstanding and Unvested Options | $ 9.91 | |||
Options Outstanding and Unvested, Weighted Average Remaining Contractual Life | 3 years 4 months 24 days | |||
Options Exercisable, Number of options | 335,729 | 335,729 | ||
Options Exercisable, Weighted Average Exercise Price | $ 7.74 | $ 7.74 | ||
Options Exercisable, Weighted Average Fair Value (in dollars per share) | $ 2.67 | |||
Options Exercisable, Weighted Average Remaining Contractual Life | 2 years 6 months | |||
General and Administrative Expense | ||||
Stock options | ||||
Amortization expense | $ 13 | $ 55 | $ 71 | $ 223 |
STOCK-BASED COMPENSATION - 20_2
STOCK-BASED COMPENSATION - 2015 EIP Restricted Stock Units (Details) - 2015 EIP Plan - Restricted Stock Units - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |||||||||||
Jun. 16, 2023 | May 16, 2023 | Apr. 14, 2023 | Apr. 03, 2023 | Mar. 10, 2023 | Feb. 21, 2023 | May 16, 2022 | Feb. 23, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Stock Awards | |||||||||||||
Number of common shares outstanding in respect of RSUs | 798,904 | 798,904 | 612,300 | ||||||||||
Number of Shares | |||||||||||||
Balance at the beginning of the period (in shares) | 641,972 | ||||||||||||
Granted (in shares) | 3,917 | 43,729 | 75,920 | 1,630 | 2,948 | 68,758 | 27,331 | 201,934 | 211,441 | ||||
Vested (in shares) | (230,842) | ||||||||||||
Forfeited (in shares) | (49,322) | ||||||||||||
Balance at the end of the period (in shares) | 573,249 | 573,249 | |||||||||||
Number of shares vested | 288,158 | 288,158 | |||||||||||
Weighted Average Grant Date Price, Vested | $ 12.35 | $ 12.35 | |||||||||||
Weighted Average Fair Value | |||||||||||||
Balance at the beginning of the period (in dollars per share) | 15.74 | ||||||||||||
Granted (in dollars per share) | 16.27 | ||||||||||||
Vested (in dollars per share) | 14.35 | ||||||||||||
Forfeited (in dollars per share) | 16.42 | ||||||||||||
Balance at the end of the period (in dollars per share) | $ 16.43 | $ 16.43 | |||||||||||
Weighted Average Remaining Contractual Life | 1 year 7 months 9 days | ||||||||||||
Additional disclosures | |||||||||||||
Total fair value of shares vested | $ 4,075 | $ 3,837 | |||||||||||
Unrecognized compensation cost related to nonvested stock awards | |||||||||||||
Unrecognized compensation cost | $ 5,406 | $ 5,406 | |||||||||||
Weighted-average period for recognition of unrecognized compensation cost | 1 year 7 months 9 days | ||||||||||||
General and Administrative Expense | |||||||||||||
Additional disclosures | |||||||||||||
Recognized nonvested stock amortization expense | $ 1,243 | $ 785 | $ 3,848 | $ 2,133 | |||||||||
Other Individuals. | Minimum | |||||||||||||
Stock Awards | |||||||||||||
Vesting/Performance period | 3 years | ||||||||||||
Other Individuals. | Maximum | |||||||||||||
Stock Awards | |||||||||||||
Vesting/Performance period | 5 years |
STOCK-BASED COMPENSATION - 20_3
STOCK-BASED COMPENSATION - 2015 EIP Performance-Based Restricted Stock Units (Details) - Performance based restricted stock units - 2015 Plan $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 16, 2023 shares | Apr. 14, 2023 shares | Sep. 30, 2023 USD ($) $ / shares | Sep. 30, 2023 USD ($) D $ / shares shares | |
Stock Awards | ||||
Performance period | 3 years | |||
Stock price trading days | D | 20 | |||
Percentage of target metric to be achieved in order to earn percentage of the target amount of the units originally granted | 100% | |||
Percentage of target amount of units earned if target metric is achieved | 100% | |||
Maximum number of target units earned if target metric is achieved | shares | 79,838 | |||
Number of PRSUs | ||||
Granted (in shares) | shares | 3,917 | 75,920 | ||
Weighted Average Grant Date Price | ||||
Risk-free rate of return (minimum) | 3.81% | |||
Risk-free rate of return (maximum) | 4.38% | |||
Expected volatility of our common stock (minimum) | 53.38% | |||
Expected volatility of our common stock (maximum) | 54.53% | |||
Holding period discount | 0% | |||
Unrecognized compensation cost related to nonvested stock awards | ||||
Unrecognized compensation cost | $ | $ 1,259 | $ 1,259 | ||
Weighted-average period for recognition of unrecognized compensation cost | 2 years 3 months | |||
General and Administrative Expense | ||||
Weighted Average Grant Date Price | ||||
Recognized nonvested stock amortization expense | $ | $ 141 | $ 256 | ||
Minimum | ||||
Weighted Average Grant Date Price | ||||
Closing share price of our common stock (in dollars per share) | $ / shares | $ 14.36 | $ 14.36 | ||
Simulation term (in years) | 2 years 6 months 14 days | |||
Range of target - TSR | 0% | |||
Range of target - ROIC | 0% | |||
Range of target | 0% | |||
Maximum | ||||
Weighted Average Grant Date Price | ||||
Closing share price of our common stock (in dollars per share) | $ / shares | $ 16.30 | $ 16.30 | ||
Simulation term (in years) | 2 years 8 months 19 days | |||
Range of target - TSR | 200% | |||
Range of target - ROIC | 200% | |||
Range of target | 200% |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | ||||||||||
Nov. 08, 2023 USD ($) $ / shares | Nov. 06, 2023 USD ($) | Oct. 23, 2023 USD ($) | Sep. 30, 2023 $ / shares | Jun. 30, 2023 $ / shares | Mar. 31, 2023 $ / shares | Sep. 30, 2022 $ / shares | Jun. 30, 2022 $ / shares | Mar. 31, 2022 $ / shares | Dec. 31, 2023 USD ($) | Oct. 10, 2023 USD ($) item | |
Subsequent Events | |||||||||||
Dividends declared per share of common stock | $ / shares | $ 0.15 | $ 0.15 | $ 0.50 | $ 0.50 | $ 0.79 | $ 0.67 | |||||
Subsequent Event | |||||||||||
Subsequent Events | |||||||||||
Dividends declared per share of common stock | $ / shares | $ 0.15 | ||||||||||
Aggregate amount of dividend | $ 6,500 | ||||||||||
Subsequent Event | Agreement to acquire 2016 built vessel | |||||||||||
Subsequent Events | |||||||||||
Capacity of vessels | item | 181,000 | ||||||||||
Aggregate purchase price for vessels | $ 43,100 | ||||||||||
Payments for vessel deposits | $ 4,320 | ||||||||||
Subsequent Event | $500 Million Credit Revolver | Forecast | |||||||||||
Subsequent Events | |||||||||||
Maximum borrowing capacity | $ 500,000 | ||||||||||
Subsequent Event | $450 Million Credit Facility | |||||||||||
Subsequent Events | |||||||||||
Drawdowns during the period | $ 35,000 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Pay vs Performance Disclosure | ||||
Net Income (Loss) | $ (32,004) | $ 40,828 | $ (17,808) | $ 129,899 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Sep. 30, 2023 shares | |
Trading Arrangements, by Individual | |
Material Terms of Trading Arrangement | Rule 10b5-1 Trading Arrangements On September 15, 2023, Jesper Christensen, our Chief Commercial Officer adopted a Rule 10b5-1 sales plan (a “10b5-1 Plan”). Subsequently Plans. The 10b5-1 Plans are intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act. The 10b5-1 Plans provide for the sale of a portion of the number of shares of our common stock that may be issuable in settlement of RSUs and PRSUs previously awarded to these executive officers in order to satisfy such executive officers’ related tax obligations. The maximum number of shares of our common stock that may be sold under the 10b5-1 Plans are for Mr. Christensen. Each 10b5-1 Plan terminates on the earliest of August 23, 2028, completion of the sale of the foregoing shares of common stock according to the terms of the plan, and the relevant officer’s termination of the plan. |
Jesper Christensen | |
Trading Arrangements, by Individual | |
Name | Jesper Christensen |
Title | Chief Commercial Officer |
Rule 10b5-1 Arrangement Adopted | true |
Adoption Date | September 15, 2023 |
Aggregate Available | 63,320 |
John C. Wobensmith | |
Trading Arrangements, by Individual | |
Name | John C. Wobensmith |
Title | Chief Executive Officer and President |
Rule 10b5-1 Arrangement Adopted | true |
Adoption Date | September 16, 2023 |
Aggregate Available | 154,295 |
Peter Allen | |
Trading Arrangements, by Individual | |
Name | Peter Allen |
Title | Chief Financial Officer |
Rule 10b5-1 Arrangement Adopted | true |
Adoption Date | September 16, 2023 |
Aggregate Available | 36,120 |