GENCO SHIPPING & TRADING LTD, 10-Q filed on 5/5/2021
Quarterly Report
v3.21.1
Document and Entity Information - shares
3 Months Ended
Mar. 31, 2021
May 03, 2021
Cover [Abstract]    
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Mar. 31, 2021  
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 $0.01 per share  
Trading Symbol GNK  
Security Exchange Name NYSE  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   41,912,432
Entity Central Index Key 0001326200  
Current Fiscal Year End Date --12-31  
Document Fiscal Year Focus 2021  
Document Fiscal Period Focus Q1  
Amendment Flag false  
v3.21.1
Consolidated Balance Sheets - USD ($)
$ in Thousands
Mar. 31, 2021
Dec. 31, 2020
Current assets:    
Cash and cash equivalents $ 123,191 $ 143,872
Restricted cash 40,519 35,492
Due from charterers, net of a reserve of $493 and $669, respectively 11,243 12,991
Prepaid expenses and other current assets 13,149 10,856
Inventories 24,148 21,583
Vessels held for sale 15,630 22,408
Total current assets 227,880 247,202
Noncurrent assets:    
Vessels, net of accumulated depreciation of $215,970 and $204,201, respectively 924,468 919,114
Vessels held for exchange   38,214
Deferred drydock, net of accumulated amortization of $9,377 and $8,124 respectively 14,374 14,689
Fixed assets, net of accumulated depreciation and amortization of $2,664 and $2,266, respectively 6,139 6,393
Operating lease right-of-use assets 6,538 6,882
Restricted cash 315 315
Fair value of derivative instruments 629  
Total noncurrent assets 952,463 985,607
Total assets 1,180,343 1,232,809
Current liabilities:    
Accounts payable and accrued expenses 24,402 22,793
Current portion of long-term debt 65,277 80,642
Deferred revenue 7,389 8,421
Current operating lease liabilities 1,788 1,765
Total current liabilities: 98,856 113,621
Noncurrent liabilities:    
Long-term operating lease liabilities 7,606 8,061
Contract Liability   7,200
Long-term debt, net of deferred financing costs of $8,677 and $9,653, respectively 327,064 358,933
Total noncurrent liabilities 334,670 374,194
Total liabilities 433,526 487,815
Commitments and contingencies (Note 13)
Equity:    
Common stock, par value $0.01; 500,000,000 shares authorized; 41,912,432 and 41,801,753 shares issued and outstanding as of March 31, 2021 and December 31, 2020, respectively 419 418
Additional paid-in capital 1,713,082 1,713,406
Accumulated other comprehensive income 161  
Accumulated deficit (966,845) (968,830)
Total equity 746,817 744,994
Total liabilities and equity $ 1,180,343 $ 1,232,809
v3.21.1
Consolidated Balance Sheets (Parenthetical) - USD ($)
$ in Thousands
Mar. 31, 2021
Dec. 31, 2020
Current Assets:    
Due from charterers, reserve $ 493 $ 669
Noncurrent assets:    
Vessels, accumulated depreciation 215,970 204,201
Deferred drydock, accumulated amortization 9,377 8,124
Fixed assets, accumulated depreciation and amortization 2,664 2,266
Deferred financing costs, noncurrent $ 8,677 $ 9,653
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) 41,912,432 41,801,753
Common stock, shares outstanding (in shares) 41,912,432 41,801,753
v3.21.1
Consolidated Statements of Operations - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2021
Mar. 31, 2020
Revenues:    
Revenues $ 87,591 $ 98,336
Operating expenses:    
Voyage expenses 35,074 48,368
Vessel operating expenses 19,046 21,813
Charter hire expenses 5,435 3,075
General and administrative expenses (inclusive of nonvested stock amortization expense of $522 and $481, respectively) 6,102 5,767
Technical management fees 1,464 1,854
Depreciation and amortization 13,441 17,574
Impairment of vessel assets 0 112,814
Loss on sale of vessels 720 486
Total operating expenses 81,282 211,751
Operating income (loss) 6,309 (113,415)
Other income (expense):    
Other income (expense) 146 (584)
Interest income 71 594
Interest expense (4,541) (6,945)
Other expense, net (4,324) (6,935)
Net income (loss) $ 1,985 $ (120,350)
Net earnings (loss) per share-basic $ 0.05 $ (2.87)
Net earnings (loss) per share-diluted $ 0.05 $ (2.87)
Weighted average common shares outstanding-basic 41,973,782 41,866,357
Weighted average common shares outstanding-diluted 42,276,380 41,866,357
Voyage    
Revenues:    
Revenues $ 87,591 $ 98,336
v3.21.1
Consolidated Statements of Operations (Parenthetical) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2021
Mar. 31, 2020
Consolidated Statements of Operations    
Nonvested stock amortization expenses $ 522 $ 481
v3.21.1
Consolidated Statements of Comprehensive Income (Loss) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2021
Mar. 31, 2020
Consolidated Statements of Comprehensive Income (Loss)    
Net income (loss) $ 1,985 $ (120,350)
Other comprehensive income 161 0
Comprehensive income (loss) $ 2,146 $ (120,350)
v3.21.1
Consolidated Statements of Equity - USD ($)
$ in Thousands
Common Stock
Additional Paid-in Capital
Accumulated Other Comprehensive (Loss) Income
Accumulated Deficit
Total
Balance at the beginning at Dec. 31, 2019 $ 417 $ 1,721,268   $ (743,257) $ 978,428
Increase (Decrease) in Shareholders' Equity          
Net income (loss)       (120,350) (120,350)
Other comprehensive income         0
Issuance of shares due to vesting of RSUs, net of forfeitures 1 (1)      
Cash dividends declared   (7,363)     (7,363)
Nonvested stock amortization   481     481
Balance at the end at Mar. 31, 2020 418 1,714,385   (863,607) 851,196
Balance at the beginning at Dec. 31, 2020 418 1,713,406   (968,830) 744,994
Increase (Decrease) in Shareholders' Equity          
Net income (loss)       1,985 1,985
Other comprehensive income     $ 161   161
Issuance of shares due to vesting of RSUs and exercise of options 1 (1)      
Cash dividends declared   (845)     (845)
Nonvested stock amortization   522     522
Balance at the end at Mar. 31, 2021 $ 419 $ 1,713,082 $ 161 $ (966,845) $ 746,817
v3.21.1
Consolidated Statements of Equity (Parenthetical) - $ / shares
3 Months Ended
Mar. 31, 2021
Mar. 31, 2020
Consolidated Statements of Equity    
Dividends declared per share $ 0.02 $ 0.175
v3.21.1
Consolidated Statements of Cash Flows - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2021
Mar. 31, 2020
Cash flows from operating activities:    
Net income (loss) $ 1,985 $ (120,350)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:    
Depreciation and amortization 13,441 17,574
Amortization of deferred financing costs 976 951
Right-of-use asset amortization 344 337
Amortization of nonvested stock compensation expense 522 481
Impairment of vessel assets 0 112,814
Loss on sale of vessels 720 486
Amortization of premium on derivative 69  
Interest rate cap premium payment (240)  
Insurance proceeds for protection and indemnity claims 41 101
Change in assets and liabilities:    
Decrease (increase) in due from charterers 1,748 (1,303)
Increase in prepaid expenses and other current assets (2,692) (1,074)
Increase in inventories (2,565) (2,134)
Increase (decrease) in accounts payable and accrued expenses 1,548 (9,916)
(Decrease) increase in deferred revenue (1,032) 1,191
Decrease in operating lease liabilities (432) (412)
Deferred drydock costs incurred (939) (2,784)
Net cash provided by (used in) operating activities 13,494 (4,038)
Cash flows from investing activities:    
Purchase of vessels and ballast water treatment systems, including deposits (1,190) (273)
Purchase of scrubbers (capitalized in Vessels) (41) (7,778)
Purchase of other fixed assets (152) (1,039)
Net proceeds from sale of vessels 21,272 14,510
Insurance proceeds for hull and machinery claims 61 157
Net cash provided by investing activities 19,950 5,577
Cash flows from financing activities:    
Cash dividends paid (888) (7,290)
Net cash used in financing activities (49,098) (14,280)
Net decrease in cash, cash equivalents and restricted cash (15,654) (12,741)
Cash, cash equivalents and restricted cash at beginning of period 179,679 162,249
Cash, cash equivalents and restricted cash at end of period 164,025 149,508
Secured Debt | $133 Million Credit Facility    
Cash flows from financing activities:    
Repayment of secured debt (22,740) (1,580)
Secured Debt | $495 Million Credit Facility    
Cash flows from financing activities:    
Proceeds from credit facility   11,250
Repayment of secured debt $ (25,470) $ (16,660)
v3.21.1
GENERAL INFORMATION
3 Months Ended
Mar. 31, 2021
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 wholly-owned subsidiaries (collectively, the “Company”). The Company is engaged in the ocean transportation of drybulk cargoes worldwide through the ownership and operation of drybulk carrier vessels and operates in one business segment.

At March 31, 2021, the Company’s fleet consists of 41 drybulk vessels, including 17 Capesize drybulk carriers, nine Ultramax drybulk carriers and 15 Supramax drybulk carriers, with an aggregate carrying capacity of approximately 4,422,300 dwt and an average age of approximately 10.3 years.

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

At present, it is not possible to ascertain any future impact of COVID-19 on the Company’s operational and financial performance, which may take some time to materialize and may not be fully reflected in the results for 2021.  However, an increase in the severity or duration or a resurgence of the COVID-19 pandemic, any potential variants and the timing of wide-scale vaccine distribution could have a material adverse effect on the Company’s business, results of operations, cash flows, financial condition, the carrying value of the Company’s assets, the fair values of the Company’s vessels, and the Company’s ability to pay dividends. 

v3.21.1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
3 Months Ended
Mar. 31, 2021
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of consolidation

The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) which includes the accounts of GS&T and its direct and indirect wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.

Basis of presentation

The accompanying condensed consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial information and the rules and regulations of the Securities and Exchange Commission (the “SEC”). In the opinion of management of the Company, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and operating results have been included in the statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. These condensed consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s annual report on Form 10-K for the year ended December 31, 2020 (the “2020 10-K”). The results of operations for the three months ended March 31, 2021 are not necessarily indicative of the operating results to be expected for the year ending December 31, 2021.

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Significant estimates include vessel valuations, the valuation of amounts due from charterers, residual value of

vessels, useful life of vessels 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 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:

March 31, 

December 31, 

    

2021

    

2020

 

Cash and cash equivalents

 

$

123,191

 

$

143,872

Restricted cash - current

40,519

35,492

Restricted cash - noncurrent

 

315

 

315

Cash, cash equivalents and restricted cash

 

$

164,025

 

$

179,679

Vessels held for sale

 

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

On January 22, 2021 and January 25, 2021, the Company entered into agreements to sell the Genco Lorraine and the Baltic Leopard. The relevant vessels assets have been classified as held for sale in the Condensed Consolidated Balance Sheet as of March 31, 2021. The Baltic Leopard was sold on April 8, 2021 and the Genco Lorraine is expected to be sold during the second quarter of 2021. Refer to Note 4 — Vessel Acquisitions and Dispositions for details of the agreements.

On November 3, 2020, November 27, 2020 and November 30, 2020, the Company entered into agreements to sell the Baltic Panther, the Baltic Hare and the Baltic Cougar, respectively. The relevant vessel assets have been classified as held for sale in the Condensed Consolidated Balance Sheet as of December 31, 2020. The Baltic Panther, the Baltic Hare and the Baltic Cougar were sold on January 4, 2021, January 15, 2021 and February 24, 2021, respectively.

Vessels held for exchange

The vessel assets for the remaining five vessels to be exchanged as part of an agreement entered into by the Company on December 17, 2020 have been classified as vessels held for exchange in the Condensed Consolidated Balance Sheet as of December 31, 2020 in the amount of $38,214, after recognition of impairment. This includes the vessel assets for the Baltic Cove, the Baltic Fox, the Genco Avra, the Genco Mare and the Genco Spirit. These vessels were exchanged during the first quarter of 2021. Refer to Note 4 — Vessel Acquisitions and Dispositions for details of the agreement.

Voyage expense recognition

In time charters, spot market-related time charters and pool agreements, operating costs including crews, maintenance and insurance are typically paid by the owner of the vessel and specified voyage costs such as fuel and port charges are paid by the charterer. These expenses are borne by the Company during spot market voyage charters. As such, there are significantly higher voyage expenses for spot market voyage charters as compared to time charters, spot market-related time charters and pool agreements. Refer to Note 11 — Voyage Revenues for further discussion of the

accounting for fuel expenses for spot market voyage charters. There are certain other non-specified voyage expenses, such as commissions, which are typically borne by the Company. At the inception of a time charter, the Company records the difference between the cost of bunker fuel delivered by the terminating charterer and the bunker fuel sold to the new charterer as a gain or loss within voyage expenses. Additionally, the Company records lower of cost and net realizable value adjustments to re-value the bunker fuel on a quarterly basis for certain time charter agreements where the inventory is subject to gains and losses. These differences in bunkers, including any lower of cost and net realizable value adjustments, resulted in a net (gain) loss of ($493) and $841 during the three months ended March 31, 2021 and 2020, respectively. Additionally, voyage expenses include the cost of bunkers consumed during short-term time charters pursuant to the terms of the time charter agreement.

Impairment of vessel assets

During the three months ended March 31, 2021 and 2020, the Company recorded $0 and $112,814, respectively, related to the impairment of vessel assets in accordance with Accounting Standards Codification (“ASC”) 360 — “Property, Plant and Equipment” (“ASC 360”).

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

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

Refer to Note 4 — Vessel Acquisitions and Dispositions for further detail regarding the sale of certain aforementioned vessels. 

Loss on sale of vessels

During the three months ended March 31, 2021, the Company recorded a net loss of $720 related to the sale of vessels. The net loss of $720 recorded during the three months ended March 31, 2021 related primarily to the sale of the Baltic Panther, Baltic Hare and Baltic Cougar, as well as net losses associated with the exchange of the Baltic Cove, Baltic Fox, Genco Spirit, Genco Avra and Genco Mare. During the three months ended March 31, 2020, the Company recorded a net loss of $486 related to the sale of vessels. The net loss of $486 recorded during the three months ended March 31, 2020 related primarily to the sale of the Genco Charger and Genco Thunder. Refer to Note 4 — Vessel Acquisitions and Dispositions for further detail regarding the sale of these vessels.

Recent accounting pronouncements

In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”)” which provides temporary optional expedients and exceptions to the guidance in U.S. GAAP on contract modifications and hedge accounting to ease the financial reporting burdens related to the expected market transition from the London Interbank Offered Rate (“LIBOR”) and other interbank offered rates to alternative reference rates. In January 2021, the FASB issued ASU 2021-01, “Reference Rate Reform (Topic 848) –

Scope (“ASU 2021-01”),” which permits entities to apply optional expedients in Topic 848 to derivative instruments modified because of discounting transition resulting from reference rate reform. ASU 2020-04 became effective upon issuance and may be applied prospectively to contract modification made on or before December 31, 2022. ASU 2021-01 became effective upon issuance and may be applied on a full retrospective basis as of any date from the beginning of an interim period that includes or is subsequent to March 12, 2020 or prospectively for contract modification made on or before December 31, 2022. The Company is currently evaluating the impact of the adoption of ASU 2020-04 and ASU 2021-01 on its condensed consolidated financial statements and related disclosures.

v3.21.1
CASH FLOW INFORMATION
3 Months Ended
Mar. 31, 2021
CASH FLOW INFORMATION  
CASH FLOW INFORMATION

3 - CASH FLOW INFORMATION

For the three months ended March 31, 2021, 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 $975 for the Purchase of vessels and ballast water treatment systems, including deposits, $17 for the Purchase of Scrubbers, $154 for the Purchase of other fixed assets and $61 for the Net proceeds from sale of vessels. For the three months ended March 31, 2021, 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 $71 for Cash dividends payable.

For the three months ended March 31, 2020, 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 $2,950 for the Purchase of scrubbers, $1,314 for the Purchase of vessels and ballast water treatment systems, including deposits, $548 for the Purchase of other fixed assets and $196 for the Net proceeds from sale of vessels. For the three months ended March 31, 2021, 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 $97 for Cash dividends payable.

During the three months ended March 31, 2021 and 2020, cash paid for interest was $3,583 and $6,051, respectively.

During the three months ended March 31, 2021 and 2020, there was no cash paid for income taxes.

During the three months ended March 31, 2021, the Company made a reclassification of $15,630 from Vessels, net of accumulated depreciation to Vessels held for sale as the Company entered into agreements to sell the Baltic Leopard and Genco Lorraine prior to March 31, 2021.  Refer to Note 4 — Vessel Acquisitions and Dispositions.

During the three months ended March 31, 2020, the Company made a reclassification of $23,129 from Vessels, net of accumulated depreciation to Vessels held for sale as the Company entered into agreements to sell the Baltic Wind, Baltic Breeze and Genco Bay prior to March 31, 2020.  Refer to Note 4 — Vessel Acquisitions and Dispositions.

On February 23, 2021, the Company issued 103,599 restricted stock units and options to purchase 118,552 shares of the Company’s stock at an exercise price of $9.91 to certain individuals. The fair value of these restricted stock units and stock options were $1,027 and $513, respectively.

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

Refer to Note 14 — Stock-Based Compensation for further information regarding the aforementioned grants.

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

For the Three Months Ended

March 31, 

2021

2020

 

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

Operating cash flows from operating lease

$

557

$

557

v3.21.1
VESSEL ACQUISITIONS AND DISPOSITIONS
3 Months Ended
Mar. 31, 2021
VESSEL ACQUISITIONS AND DISPOSITIONS  
VESSEL ACQUISITIONS AND DISPOSITIONS

4 - VESSEL ACQUISITIONS AND DISPOSITIONS

Vessel Exchange

On December 17, 2020, the Company entered into an agreement to acquire three Ultramax vessels in exchange for six Handysize vessels for a fair value of $46,000 less a 1.0% commission payable to a third party. The Genco Magic, a 2014-built Ultramax vessel, and the Genco Vigilant and the Genco Freedom, both 2015-built Ultramax vessels, were delivered to the Company on December 23, 2020, January 28, 2021 and February 20, 2021, respectively. The Genco Ocean, the Baltic Cove and the Baltic Fox, all 2010-built Handysize vessels, were delivered to the buyers on December 29, 2020, January 30, 2021 and February 2, 2021, respectively. The Genco Spirit, the Genco Avra and the Genco Mare, all 2011-built Handysize vessels, were delivered to the buyers on February 15, 2021, February 21, 2021 and February 24, 2021, respectively. As of December 31, 2020, the vessel assets for the Baltic Cove, the Baltic Fox, the Genco Avra, the Genco Mare and the Genco Spirit have been classified as held for exchange in the Condensed Consolidated Balance Sheet.

Vessel Dispositions

On January 25, 2021, the Company entered into an agreement to sell the Baltic Leopard, a 2009-built Supramax vessel, to a third party for $8,000 less a 2.0% commission payable to a third party. The sale was completed on April 8, 2021. The vessel assets have been classified as held for sale in the Condensed Consolidated Balance Sheet as of March 31, 2021.

On January 22, 2021, the Company entered into an agreement to sell the Genco Lorraine, a 2009-built Supramax vessel, to a third party for $7,950 less a 2.5% commission payable to a third party. The sale is expected to be completed during the second quarter of 2021. The vessel assets have been classified as held for sale in the Condensed Consolidated Balance Sheet as of March 31, 2021.

During November 2020, the Company entered into agreements to sell the Baltic Cougar, the Baltic Hare and the Baltic Panther. These vessels have been classified as held for sale in the Condensed Consolidated Balance Sheet as of December 31, 2020. The sale of the Baltic Hare, Baltic Panther and Baltic Cougar were completed on January 15, 2021, January 4, 2021 and February 24, 2021, respectively.

As of March 31, 2021 and December 31, 2020, the Company has recorded $40,519 and $35,492 of restricted cash in the Condensed Consolidated Balance Sheets which represents the net proceeds received from the sale of nine and eight vessels, respectively, that served as collateral under the $495 Million Credit Facility. The net proceeds for each vessel will remain classified as restricted cash for 360 days following the respective sale dates. These amounts can be used towards the financing of a replacement vessel or vessels meeting certain requirements and added as collateral under the facility. If such a replacement vessel is not added as collateral within such 360 day period, the Company will be required to use the proceeds as a loan prepayment.  Refer to Note 7 — Debt for further information.

Refer to the “Impairment of vessel assets” and “Loss on sale of vessels” sections in Note 2 — Summary of Significant Accounting Policies for discussion of impairment expense and the net loss on sale of vessels recorded during the three months ended March 31, 2021 and 2020.

v3.21.1
NET EARNINGS (LOSS) PER SHARE
3 Months Ended
Mar. 31, 2021
NET EARNINGS (LOSS) PER SHARE  
NET EARNINGS (LOSS) PER SHARE

5 – NET EARNINGS (LOSS) PER SHARE

The computation of basic net earnings (loss) per share is based on the weighted-average number of common shares outstanding during the reporting period. The computation of diluted net earnings (loss) per share assumes the vesting of nonvested stock awards and the exercise of stock options (refer to Note 14 — 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 215,240 restricted stock units and 87,358 stock options that were dilutive during the three months ended March 31, 2021. There were 288,185 restricted stock units and 837,338 stock options excluded from the computation of diluted net loss per share during the three months ended March 31, 2020 because they were anti-dilutive (refer to Note 14 — Stock-Based Compensation).

The Company’s diluted net earnings (loss) per share will also reflect the assumed conversion of the equity warrants issued when the Company emerged from bankruptcy on July 9, 2014 (the “Effective Date”) and MIP Warrants issued by the Company (refer to Note 14 — Stock-Based Compensation) if the impact is dilutive under the treasury stock method. The equity warrants have a 7-year term that commenced on the day following the Effective Date and are exercisable for one tenth of a share of the Company’s common stock. All MIP Warrants during the three months ended March 31, 2020 were excluded from the computation of diluted net earnings (loss) per share because they were anti-dilutive. The MIP Warrants expired on August 7, 2020. There were 3,936,761 equity warrants excluded from the computation of diluted net earnings (loss) per share during the three months ended March 31, 2021 and 2020 because they were anti-dilutive. The equity warrants expire at 5:00 p.m. on July 9, 2021.

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

For the Three Months Ended

March 31, 

    

2021

    

2020

 

Common shares outstanding, basic:

Weighted-average common shares outstanding, basic

41,973,782

 

41,866,357

Common shares outstanding, diluted:

Weighted-average common shares outstanding, basic

41,973,782

 

41,866,357

Dilutive effect of warrants

 

Dilutive effect of stock options

87,358

Dilutive effect of restricted stock awards

215,240

 

Weighted-average common shares outstanding, diluted

42,276,380

 

41,866,357

v3.21.1
RELATED PARTY TRANSACTIONS
3 Months Ended
Mar. 31, 2021
RELATED PARTY TRANSACTIONS  
RELATED PARTY TRANSACTIONS

6 - RELATED PARTY TRANSACTIONS

During the three months ended March 31, 2021 and 2020, the Company did not have any related party transactions.

v3.21.1
DEBT
3 Months Ended
Mar. 31, 2021
DEBT  
DEBT

7 – DEBT

Long-term debt, net consists of the following:

March 31, 

December 31, 

    

2021

    

2020

 

Principal amount

 

$

401,018

 

$

449,228

Less: Unamortized debt financing costs

 

(8,677)

 

(9,653)

Less: Current portion

 

(65,277)

 

(80,642)

Long-term debt, net

 

$

327,064

 

$

358,933

March 31, 2021

December 31, 2020

Unamortized

Unamortized

Debt Issuance

Debt Issuance

    

Principal

    

Cost

    

Principal

    

Cost

 

$495 Million Credit Facility

$

308,818

$

7,381

$

334,288

$

8,222

$133 Million Credit Facility

92,200

1,296

114,940

1,431

Total debt

$

401,018

 

$

8,677

$

449,228

 

$

9,653

As of March 31, 2021 and December 31, 2020, $8,677 and $9,653 of deferred financing costs, respectively, were presented as a direct deduction within the outstanding debt balance in the Company’s Condensed Consolidated Balance Sheets.

$495 Million Credit Facility

On May 31, 2018, the Company entered into the $460 Million Credit Facility, a five-year senior secured credit facility for an aggregate amount of up to $460,000 which was used to (i) refinance all of the Company’s prior credit facilities into one facility and (ii) pay down the debt on seven of the Company’s oldest vessels, which have been sold.

On February 28, 2019, the Company entered into an amendment to the $460 Million Credit Facility, which provided an additional tranche of up to $35,000 to finance a portion of the acquisitions, installations, and related costs for scrubbers for 17 of the Company’s Capesize vessels (as so amended, the “$495 Million Credit Facility”). 

On June 5, 2020, the Company entered into an amendment to the $495 Million Credit Facility to extend the period that collateral vessels can be sold or disposed of without prepayment of the loan if a replacement vessel or vessels meeting certain requirements are included as collateral from 180 days to 360 days. On February 18, 2021 and February 26, 2021, the Company utilized $3,471 and $5,339 of the proceeds from the sale of the Genco Charger and Genco Thunder, respectively, as loan prepayment under these terms. These amounts were classified as restricted cash in the Condensed Consolidated Balance Sheet as of December 31, 2020 and are included in the total debt repayments below.

As a result of the loan prepayments for vessel sales, scheduled amortization payments were recalculated in accordance with the terms of the facility during April 2021. Scheduled amortization payments under the $460 million tranche were revised to $12,400 which will commence on June 30, 2021, with a final payment of $189,605 due on the maturity date.

On December 17, 2020, the Company entered into an amendment to the $495 Million Credit Facility that allowed the Company to enter into a vessel transaction in which the Company agreed to acquire three Ultramax vessels in exchange for six of the Company’s Handysize vessels. Refer to Note 4 — Vessel Acquisitions and Dispositions.

On August 28, 2019, September 23, 2019 and March 12, 2020, the Company made total drawdowns of $9,300, $12,200 and $11,250, respectively, under the $35 million tranche of the $495 Million Credit Facility. As of March 31,

2021, the Company has drawn down a total of $32,750, and this tranche is considered fully drawn. Scheduled quarterly repayments under this tranche are $2,339.

As of March 31, 2021, there was no availability under the $495 Million Credit Facility. Total debt repayments of $25,470 and $16,660 were made during the three months ended March 31, 2021 and 2020 under the $495 Million Credit Facility, respectively.

As of March 31, 2021, the Company was in compliance with all of the financial covenants under the $495 Million Credit Facility.

$133 Million Credit Facility

On August 14, 2018, the Company entered into the $108 Million Credit Facility, a five-year senior secured credit facility that was used to finance a portion of the purchase price of six vessels, which also serve as collateral under the facility, which were delivered to the Company during the three months ended September 30, 2018.

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

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

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

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

The Revolver is subject to consecutive quarterly commitment reductions commencing on the last day of the fiscal quarter ending September 30, 2020 in an amount equal to approximately $1.9 million each quarter.
Borrowings under the Revolver are subject to a limit of 60% for the ratio of outstanding total term and revolver loans to the aggregate appraised value of collateral vessels under the $133 Million Credit Facility.

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

On June 15, 2020, the Company drew down $24,000 under the Revolver of the $133 Million Credit Facility. On March 31, 2021, the Company repaid the remaining $21,160 outstanding balance under the Revolver from this drawdown.

As of March 31, 2021, there was $19,240 availability under the Revolver of the $133 Million Credit Facility. Total debt repayments of $22,740 and $1,580 were made during the three months ended March 31, 2021 and 2020 under the $133 Million Credit Facility, respectively.

As of March 31, 2021, the Company was in compliance with all of the financial covenants under the $133 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 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 March 31,

    

2021

2020

Effective Interest Rate

3.18

%  

4.76

%  

Range of Interest Rates (excluding unused commitment fees)

2.61 % to 3.48

%  

3.45 % to 5.05

%  

v3.21.1
DERIVATIVE INSTRUMENTS
3 Months Ended
Mar. 31, 2021
INTEREST RATE CAP AGREEMENTS  
DERIVATIVE INSTRUMENTS

8 – DERIVATIVE INSTRUMENTS

The Company is exposed to interest rate risk on its floating rate debt. As of March 31, 2021, the Company had three interest rate cap agreements outstanding to manage interest costs and the risk associated with variable interest rates. The three interest rate cap agreements have been designated and qualify as cash flow hedges. The premium paid is recognized in income on a rational basis and all changes in the 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.

The following table summarizes the interest rate cap agreements in place as of March 31, 2021.

Interest Rate Cap Detail

Notional Amount Outstanding

March 31, 

Trade date

Cap Rate

Start Date

End Date

    

2021

March 25, 2021

0.75

%

April 29, 2021

March 28, 2024

$

50,000

July 29, 2020

0.75

%

July 31, 2020

December 29, 2023

100,000

March 6, 2020

1.50

%

March 10, 2020

March 10, 2023

50,000

$

200,000

The Company records the fair value of the interest rate caps as Fair value of derivatives in the non-current asset section on its condensed consolidated balance sheet. 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 LIBOR 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.

The Company recorded a $161 gain for the three months ended March 31, 2021. The estimated income that is currently recorded in AOCI as of March 31, 2021 that is expected to be reclassified into earnings within the next twelve months is $167.

The Effect of Fair Value and Cash Flow Hedge Accounting on the Statement of Operations

For the Three Months Ended March 31,

2021

    

2020

Interest Expense

Interest Expense

Total amounts of income and expense line items presented in the statement of operations in which the effects of fair value or cash flow hedges are recorded

$

4,541

$

6,945

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

$

$

Premium excluded and recognized on an amortized basis

69

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 March 31, 2021:

March 31, 

Derivatives designated as hedging instruments

Balance Sheet Location

2021

Interest rate caps

Fair value of derivative instruments - noncurrent

$

629

The components of AOCI included in the accompanying condensed consolidated balance sheet consists of net unrealized gain (loss) on cash flow hedges as of March 31, 2021.

AOCI — January 1, 2021

$

Amount recognized in OCI on derivative, intrinsic

 

(97)

Amount recognized in OCI on derivative, excluded

 

258

Amount reclassified from OCI into income

 

AOCI — March 31, 2021

$

161

The

v3.21.1
FAIR VALUE OF FINANCIAL INSTRUMENTS
3 Months Ended
Mar. 31, 2021
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 March 31, 2021 and December 31, 2020 which are required to be disclosed at fair value, but not recorded at fair value, are noted below.

March 31, 2021

December 31, 2020

    

Carrying

    

    

Carrying

    

 

    

Value

    

Fair Value

    

Value

    

Fair Value

 

Cash and cash equivalents

$

123,191

$

123,191

$

143,872

$

143,872

Restricted cash

 

40,834

 

40,834

 

35,807

 

35,807

Principal amount of floating rate debt

 

401,018

 

401,018

 

449,228

 

449,228

The carrying value of the borrowings under the $495 Million Credit Facility and the $133 Million Credit Facility as of March 31, 2021 and December 31, 2020 approximate their fair value due to the variable interest nature thereof as each of these credit facilities represent floating rate loans. The carrying amounts of the Company’s other financial instruments as of March 31, 2021 and December 31, 2020 (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 are considered to be a Level 2 item. Refer to Note 8 — Derivative Instruments 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. There was no vessel impairment recorded during the three months ended March 31, 2021. During the three months ended March 31, 2020, the vessel assets for fourteen of the Company’s vessels were written down as part of the impairment recorded during the three months ended March 31, 2020. The vessels held for sale as of March 31, 2021 and December 31, 2020 were written down as part of the impairment recorded during the year ended December 31, 2020. Refer to the “Impairment of vessel assets” section in Note 2 — Summary of Significant Accounting Policies.

Nonrecurring fair value measurements also include impairment tests conducted by the Company during the three months ended March 31, 2021 and 2020 of its operating lease right-of use assets.  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. During the three months ended March 31, 2021 and 2020, there were no 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 March 31, 2021 and December 31, 2020.

v3.21.1
ACCOUNTS PAYABLE AND ACCRUED EXPENSES
3 Months Ended
Mar. 31, 2021
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:

    

March 31, 

    

December 31, 

    

2021

    

2020

 

Accounts payable

$

14,888

$

11,864

Accrued general and administrative expenses

 

1,765

 

3,258

Accrued vessel operating expenses

 

7,749

 

7,671

Total accounts payable and accrued expenses

$

24,402

$

22,793

v3.21.1
VOYAGE REVENUE
3 Months Ended
Mar. 31, 2021
VOYAGE REVENUE  
VOYAGE REVENUE

11 – 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 March 31, 2021 and 2020, the Company earned $87,591 and $98,336 of voyage revenues, respectively.

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

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

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

For the Three Months Ended

March 31, 

    

2021

    

2020

Lease revenue

$

18,900

$

19,151

Spot market voyage revenue

68,691

79,185

Total voyage revenues

$

87,591

$

98,336

v3.21.1
LEASES
3 Months Ended
Mar. 31, 2021
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 $306 of sublease income recorded during the three months ended March 31, 2021 and 2020. Sublease income is recorded net with the total operating lease costs in General and administrative expenses in the Condensed Consolidated Statements of Operation.

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 months ended March 31, 2021 and 2020, all charter-in agreements for third-party vessels were less than twelve months and considered short-term leases.

v3.21.1
COMMITMENTS AND CONTINGENCIES
3 Months Ended
Mar. 31, 2021
COMMITMENTS AND CONTINGENCIES  
COMMITMENTS AND CONTINGENCIES

13 – COMMITMENTS AND CONTINGENCIES

During the second half of 2018, the Company entered into agreements for the purchase of ballast water treatments systems (“BWTS”) for 36 of its vessels.  The cost of these systems vary based on the size and specifications of each vessel and whether the systems will be installed in China during the vessels’ scheduled drydockings.  Based on the contractual purchase price of the BWTS and the estimated installation fees, the Company estimates the cost of the systems to be approximately $0.9 million for Capesize vessels, $0.6 million for Supramax vessels and $0.5 million for Handysize vessels. These costs are capitalized and depreciated over the remainder of the life of the vessel.  Prior to any adjustments for vessel impairment and vessel sales, the Company recorded cumulatively $17,774 and $17,009 in Vessel assets in the Condensed Consolidated Balance Sheets as of March 31, 2021 and December 31, 2020, respectively, related to BWTS additions.  

v3.21.1
STOCK-BASED COMPENSATION
3 Months Ended
Mar. 31, 2021
STOCK-BASED COMPENSATION  
STOCK-BASED COMPENSATION

14 - STOCK-BASED COMPENSATION

2015 Equity Incentive Plan

Stock Options

On February 23, 2021, the Company issued options to purchase 118,552 of the Company’s shares of common stock to certain individuals with an exercise price of $9.91 per share. One third of the options become exercisable on each of the first three anniversaries of February 23, 2021, with accelerated vesting that may occur following a change in control of the Company, and all unexercised options expire on the sixth anniversary of the grant date. The fair value of each option was estimated on the date of the grant using the Cox-Ross-Rubinstein pricing formula, resulting in a value of $4.33 per share, or $513 in the aggregate. The assumptions used in the Cox-Ross-Rubinstein option pricing formula are as follows: volatility of 60.91% (representing the Company’s historical volatility), a risk-free interest rate of 0.41%, a dividend yield of 0.98%, and expected life of 4 years (determined using the simplified method as outlined in SAB Topic 14 due to lack of historical exercise data).

For the three months ended March 31, 2021 and 2020, the Company recognized amortization expense of the fair value of these options, which is included in General and administrative expenses, as follows:

For the Three Months Ended

March 31, 

2021

    

2020

 

General and administrative expenses

$

180

$

205

Amortization of the unamortized stock-based compensation balance of $823 as of March 31, 2021 is expected to be expensed $456, $278, $81 and $8 during the remainder of 2021 and during the years ending December 31, 2022,

2023 and 2024, respectively. The following table summarizes the stock option activity for the three months ended March 31, 2021:

Weighted

Weighted

Number

Average

Average

of

Exercise

Fair

    

Options

    

Price

    

Value

    

Outstanding as of January 1, 2021

 

837,338

 

$

8.86

4.02

Granted

 

118,552

9.91

4.33

Exercised

 

(16,742)

7.47

2.72

Forfeited

 

Outstanding as of March 31, 2021

 

939,148

 

$

9.02

$

4.08

Exercisable as of March 31, 2021

 

511,830

 

$

9.84

$

5.00

The following table summarizes certain information about the options outstanding as of March 31, 2021:

Options Outstanding and Unvested,

Options Outstanding and Exercisable,

March 31, 2021

March 31, 2021

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

 

$

9.02

 

427,318

$

8.04

5.00

511,830

$

9.84

3.38

As of March 31, 2021 and December 31, 2020, a total of 939,148 and 837,338 stock options were outstanding, respectively.

Restricted Stock Units

The Company has issued restricted stock units (“RSUs”) under the 2015 Plan to certain members of the Board of Directors and certain executives and employees of the Company, which represent the right to receive a share of common stock, or in the sole discretion of the Company’s Compensation Committee, the value of a share of common stock on the date that the RSU vests. As of March 31, 2021 and December 31, 2020, 478,848 and 373,588 shares of the Company’s common stock were outstanding in respect of the RSUs, respectively. Such shares of common stock will only be issued in respect of vested RSUs issued to directors when the director’s service with the Company as a director terminates. Such shares of common stock will only be issued to executives and employees when their RSUs vest under the terms of their grant agreements and the amended 2015 Plan.

The RSUs that have been issued to certain members of the Board of Directors generally vest on the date of the annual shareholders meeting of the Company following the date of the grant. In lieu of cash dividends issued for vested and nonvested shares held by certain members of the Board of Directors, the Company will grant additional vested and nonvested RSUs, respectively, which are calculated by dividing the amount of the dividend by the closing price per share of the Company’s common stock on the dividend payment date and will have the same terms as other RSUs issued to members of the Board of Directors.  The RSUs that have been issued to other individuals vest ratably on each of the

three anniversaries of the determined vesting date. The table below summarizes the Company’s unvested RSUs for the three months ended March 31, 2021:

Weighted

Number of

Average Grant

RSUs

Date Price

Outstanding as of January 1, 2021

298,834

$

7.49

Granted

103,870

9.91

Vested

(105,458)

8.29

Forfeited

Outstanding as of March 31, 2021

297,246

$

8.06

The total fair value of the RSUs that vested during the three months ended March 31, 2021 and 2020 was $1,130 and $351, 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 March 31, 2021:

Unvested RSUs

Vested RSUs

March 31, 2021

March 31, 2021

Weighted

Weighted

Average

Weighted

Average

Remaining

Average

Number of

Grant Date

Contractual

Number of

Grant Date

RSUs

    

Price

    

Life

    

RSUs

    

Price

 

297,246

$

8.06

1.88

611,355

$

10.59

The Company is amortizing these grants over the applicable vesting periods, net of anticipated forfeitures. As of March 31, 2021, unrecognized compensation cost of $1,534 related to RSUs will be recognized over a weighted-average period of 1.88 years.

For the three months ended March 31, 2021 and 2020, 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

March 31, 

    

2021

    

2020

 

General and administrative expenses

$

342

$

276

v3.21.1
LEGAL PROCEEDINGS
3 Months Ended
Mar. 31, 2021
LEGAL PROCEEDINGS  
LEGAL PROCEEDINGS

15 - LEGAL PROCEEDINGS

From time to time, the Company may be subject to legal proceedings and claims in the ordinary course of its business, principally personal injury and property casualty claims. Such claims, even if lacking merit, could result in the expenditure of significant financial and managerial resources. The Company is not aware of any legal proceedings or 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.

v3.21.1
SUBSEQUENT EVENTS
3 Months Ended
Mar. 31, 2021
SUBSEQUENT EVENTS  
SUBSEQUENT EVENTS

16 – SUBSEQUENT EVENTS

On May 4, 2021, the Company announced a regular quarterly dividend of $0.05 per share to be paid on or about May 25, 2021 to shareholders of record as of May 17, 2021. The aggregate amount of the dividend is expected to be approximately $2.1 million, which the Company anticipates will be funded from cash on hand at the time the payment is to be made.

On May 4, 2021, the Company’s Board of Directors awarded grants of 18,428 RSUs to the Chairman of the Board under the 2015 Plan.  The awards generally vest ratably in one-third increments on the first three anniversaries of May 4, 2021.

On April 20, 2021, the Company entered into an agreement to purchase a 2016-built, 64,000 dwt Ultramax vessel for a purchase price of $20,200, to be renamed the Genco Enterprise. The vessel is expected to deliver during the second or third quarter of 2021, and the Company intends to use a combination of cash on hand and debt to finance the purchase. On April 29, 2021, we paid a deposit of $4,040, which is being held in an escrow account until we take delivery of the vessel.

On April 8, 2021, the Company completed the sale of the Baltic Leopard, a 2009-built Supramax vessel, to a third party for $8,000 less a 2.0% commission payable to a third party. The vessel asset for the Baltic Leopard has been classified as held for sale in the Condensed Consolidated Balance Sheet as of March 31, 2021 at its estimated net realizable value. This vessel served as collateral under the $495 Million Credit Facility, therefore $4,087 of the net proceeds received from the sale will remain classified as restricted cash for 360 days following the sale date. That amount can be used towards the financing of replacement vessels or vessels meeting certain requirements and added as collateral under the facility. If such a replacement vessel is not added as collateral within such 360 day period, the Company will be required to use the proceeds as a loan prepayment.

v3.21.1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
3 Months Ended
Mar. 31, 2021
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  
Principles of consolidation

Principles of consolidation

The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) which includes the accounts of GS&T and its direct and indirect wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.

Basis of presentation

Basis of presentation

The accompanying condensed consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial information and the rules and regulations of the Securities and Exchange Commission (the “SEC”). In the opinion of management of the Company, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and operating results have been included in the statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. These condensed consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s annual report on Form 10-K for the year ended December 31, 2020 (the “2020 10-K”). The results of operations for the three months ended March 31, 2021 are not necessarily indicative of the operating results to be expected for the year ending December 31, 2021.

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Significant estimates include vessel valuations, the valuation of amounts due from charterers, residual value of

vessels, useful life of vessels 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 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:

March 31, 

December 31, 

    

2021

    

2020

 

Cash and cash equivalents

 

$

123,191

 

$

143,872

Restricted cash - current

40,519

35,492

Restricted cash - noncurrent

 

315

 

315

Cash, cash equivalents and restricted cash

 

$

164,025

 

$

179,679

Vessels held for sale

Vessels held for sale

 

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

On January 22, 2021 and January 25, 2021, the Company entered into agreements to sell the Genco Lorraine and the Baltic Leopard. The relevant vessels assets have been classified as held for sale in the Condensed Consolidated Balance Sheet as of March 31, 2021. The Baltic Leopard was sold on April 8, 2021 and the Genco Lorraine is expected to be sold during the second quarter of 2021. Refer to Note 4 — Vessel Acquisitions and Dispositions for details of the agreements.

On November 3, 2020, November 27, 2020 and November 30, 2020, the Company entered into agreements to sell the Baltic Panther, the Baltic Hare and the Baltic Cougar, respectively. The relevant vessel assets have been classified as held for sale in the Condensed Consolidated Balance Sheet as of December 31, 2020. The Baltic Panther, the Baltic Hare and the Baltic Cougar were sold on January 4, 2021, January 15, 2021 and February 24, 2021, respectively.

Vessels held for exchange

Vessels held for exchange

The vessel assets for the remaining five vessels to be exchanged as part of an agreement entered into by the Company on December 17, 2020 have been classified as vessels held for exchange in the Condensed Consolidated Balance Sheet as of December 31, 2020 in the amount of $38,214, after recognition of impairment. This includes the vessel assets for the Baltic Cove, the Baltic Fox, the Genco Avra, the Genco Mare and the Genco Spirit. These vessels were exchanged during the first quarter of 2021. Refer to Note 4 — Vessel Acquisitions and Dispositions for details of the agreement.

Voyage expense recognition

Voyage expense recognition

In time charters, spot market-related time charters and pool agreements, operating costs including crews, maintenance and insurance are typically paid by the owner of the vessel and specified voyage costs such as fuel and port charges are paid by the charterer. These expenses are borne by the Company during spot market voyage charters. As such, there are significantly higher voyage expenses for spot market voyage charters as compared to time charters, spot market-related time charters and pool agreements. Refer to Note 11 — Voyage Revenues for further discussion of the

accounting for fuel expenses for spot market voyage charters. There are certain other non-specified voyage expenses, such as commissions, which are typically borne by the Company. At the inception of a time charter, the Company records the difference between the cost of bunker fuel delivered by the terminating charterer and the bunker fuel sold to the new charterer as a gain or loss within voyage expenses. Additionally, the Company records lower of cost and net realizable value adjustments to re-value the bunker fuel on a quarterly basis for certain time charter agreements where the inventory is subject to gains and losses. These differences in bunkers, including any lower of cost and net realizable value adjustments, resulted in a net (gain) loss of ($493) and $841 during the three months ended March 31, 2021 and 2020, respectively. Additionally, voyage expenses include the cost of bunkers consumed during short-term time charters pursuant to the terms of the time charter agreement.

Impairment of vessel assets

Impairment of vessel assets

During the three months ended March 31, 2021 and 2020, the Company recorded $0 and $112,814, respectively, related to the impairment of vessel assets in accordance with Accounting Standards Codification (“ASC”) 360 — “Property, Plant and Equipment” (“ASC 360”).

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

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

Refer to Note 4 — Vessel Acquisitions and Dispositions for further detail regarding the sale of certain aforementioned vessels. 

Loss on sale of vessels

Loss on sale of vessels

During the three months ended March 31, 2021, the Company recorded a net loss of $720 related to the sale of vessels. The net loss of $720 recorded during the three months ended March 31, 2021 related primarily to the sale of the Baltic Panther, Baltic Hare and Baltic Cougar, as well as net losses associated with the exchange of the Baltic Cove, Baltic Fox, Genco Spirit, Genco Avra and Genco Mare. During the three months ended March 31, 2020, the Company recorded a net loss of $486 related to the sale of vessels. The net loss of $486 recorded during the three months ended March 31, 2020 related primarily to the sale of the Genco Charger and Genco Thunder. Refer to Note 4 — Vessel Acquisitions and Dispositions for further detail regarding the sale of these vessels.

Recent accounting pronouncements

Recent accounting pronouncements

In March 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”)” which provides temporary optional expedients and exceptions to the guidance in U.S. GAAP on contract modifications and hedge accounting to ease the financial reporting burdens related to the expected market transition from the London Interbank Offered Rate (“LIBOR”) and other interbank offered rates to alternative reference rates. In January 2021, the FASB issued ASU 2021-01, “Reference Rate Reform (Topic 848) –

Scope (“ASU 2021-01”),” which permits entities to apply optional expedients in Topic 848 to derivative instruments modified because of discounting transition resulting from reference rate reform. ASU 2020-04 became effective upon issuance and may be applied prospectively to contract modification made on or before December 31, 2022. ASU 2021-01 became effective upon issuance and may be applied on a full retrospective basis as of any date from the beginning of an interim period that includes or is subsequent to March 12, 2020 or prospectively for contract modification made on or before December 31, 2022. The Company is currently evaluating the impact of the adoption of ASU 2020-04 and ASU 2021-01 on its condensed consolidated financial statements and related disclosures.

v3.21.1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)
3 Months Ended
Mar. 31, 2021
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES  
Schedule of restricted cash and cash equivalents

March 31, 

December 31, 

    

2021

    

2020

 

Cash and cash equivalents

 

$

123,191

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