Table of Contents

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q
 
x       QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended March 31, 2013
 
OR
 
o          TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from                to               
 
Commission file number 000-51442

 
GENCO SHIPPING & TRADING LIMITED
(Exact name of registrant as specified in its charter)

Republic of the Marshall Islands	 	98-043-9758	
(State or other jurisdiction of
incorporation or organization)	 	(I.R.S. Employer
Identification No.)	
 
299 Park Avenue, 12 th  Floor, New York, New York 10171
(Address of principal executive offices) (Zip Code)
 
(646) 443-8550
(Registrant’s telephone number, including area code)

 
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  x  No  o
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes  x  No  o
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer  o	 	Accelerated filer  x	
 	 	 	
Non-accelerated filer  o	 	Smaller reporting company  o	
(Do not check if a smaller reporting company)	 	 	
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  o  No  x
 
The number of shares outstanding of each of the issuer’s classes of common stock, as of May 10, 2013: Common stock, $0.01 per share — 44,263,523 shares.

 

Table of Contents
 
Genco Shipping & Trading Limited 

 	 	Page	
 	 	 	
 	PART I — FINANCIAL INFORMATION	 	
 	 	 	
Item 1.	Financial Statements (unaudited)	 	
 	 	 	
 	a)	Condensed Consolidated Balance Sheets as of March 31, 2013 and December 31, 2012	3	
 	 	 	 	
 	b)	Condensed Consolidated Statements of Operations for the Three Months ended March 31, 2013 and 2012	4	
 	 	 	 	
 	c)	Condensed Consolidated Statements of Comprehensive Loss for the Three Months ended March 31, 2013 and 2012	5	
 	 	 	 	
 	d)	Condensed Consolidated Statements of Equity for the Three Months ended March 31, 2013 and 2012	6	
 	 	 	 	
 	e)	Condensed Consolidated Statements of Cash Flows for the Three Months ended March 31, 2013 and 2012	8	
 	 	 	 	
 	f)	Notes to Condensed Consolidated Financial Statements	9	
 	 	 	
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25	
 	 	 	
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	43	
 	 	 	
Item 4.	Controls and Procedures	44	
 	 	 	
 	PART II —OTHER INFORMATION	 	
 	 	 	
Item 1.	Legal Proceedings	44	
 	 	 	
Item 1A.	Risk Factors	45	
 	 	 	
Item 6.	Exhibits	46	
 
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PART I. FINANCIAL INFORMATION 
 
ITEM 1. FINANCIAL STATEMENTS 
 
Genco Shipping & Trading Limited
Condensed Consolidated Balance Sheets as of March 31, 2013 and December 31, 2012 
(U.S. Dollars in thousands, except for share and per share data)
(Unaudited)

 	 	March 31, 2013	 	December 31,
2012	 	
Assets	 	 	 	 	 	
Current assets:	 	 	 	 	 	
Cash and cash equivalents	 	$	55,049	 	$	72,600	 	
Restricted cash	 	9,850	 	—	 	
Due from charterers, net of a reserve of $484 and $488, respectively	 	12,141	 	11,714	 	
Prepaid expenses and other current assets	 	20,327	 	18,146	 	
Total current assets	 	97,367	 	102,460	 	
 	 	 	 	 	 	
Noncurrent assets:	 	 	 	 	 	
Vessels, net of accumulated depreciation of $629,953 and $597,214, respectively	 	2,629,691	 	2,662,403	 	
Deferred drydock, net of accumulated amortization of $9,010 and $8,086, respectively	 	11,909	 	12,037	 	
Other assets, net of accumulated amortization of $14,997 and $13,162, respectively	 	27,726	 	29,561	 	
Fixed assets, net of accumulated depreciation and amortization of $3,539 and $3,311, respectively	 	5,092	 	5,258	 	
Other noncurrent assets	 	514	 	514	 	
Restricted cash	 	300	 	10,150	 	
Investments	 	30,591	 	20,988	 	
Total noncurrent assets	 	2,705,823	 	2,740,911	 	
 	 	 	 	 	 	
Total assets	 	$	2,803,190	 	$	2,843,371	 	
 	 	 	 	 	 	
Liabilities and Equity	 	 	 	 	 	
Current liabilities:	 	 	 	 	 	
Accounts payable and accrued expenses	 	$	23,833	 	$	23,667	 	
Current portion of long-term debt	 	1,312,189	 	—	 	
Current interest payable	 	13,199	 	—	 	
Convertible senior note payable	 	112,097	 	—	 	
Deferred revenue	 	1,088	 	1,324	 	
Current portion of lease obligations	 	614	 	682	 	
Fair value of derivative instruments	 	13,754	 	7	 	
Total current liabilities	 	1,476,774	 	25,680	 	
Noncurrent liabilities:	 	 	 	 	 	
Long-term lease obligations	 	2,658	 	2,465	 	
Time charters acquired	 	286	 	418	 	
Fair value of derivative instruments	 	—	 	16,045	 	
Convertible senior note payable	 	—	 	110,918	 	
Long-term interest payable	 	—	 	13,199	 	
Long-term debt	 	101,250	 	1,413,439	 	
Total noncurrent liabilities	 	104,194	 	1,556,484	 	
 	 	 	 	 	 	
Total liabilities	 	1,580,968	 	1,582,164	 	
 	 	 	 	 	 	
Commitments and contingencies	 	 	 	 	 	
 	 	 	 	 	 	
Equity:	 	 	 	 	 	
Genco Shipping & Trading Limited shareholders’ equity:	 	 	 	 	 	
Common stock, par value $0.01; 100,000,000 shares authorized; issued and outstanding 44,270,273 shares at March 31, 2013 and December 31, 2012	 	443	 	443	 	
Additional paid-in capital	 	864,120	 	863,303	 	
Accumulated other comprehensive income (loss)	 	63	 	(11,841	)	
Retained earnings	 	166,226	 	214,391	 	
Total Genco Shipping & Trading Limited shareholders’ equity	 	1,030,852	 	1,066,296	 	
Noncontrolling interest	 	191,370	 	194,911	 	
Total equity	 	1,222,222	 	1,261,207	 	
 	 	 	 	 	 	
Total liabilities and equity	 	$	2,803,190	 	$	2,843,371	 	
 
See accompanying notes to condensed consolidated financial statements.
 
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Genco Shipping & Trading Limited
Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2013 and 2012 
(U.S. Dollars in Thousands, Except for Earnings Per Share and Share Data)
(Unaudited)

 	 	For the Three Months
Ended March 31,	 	
 	 	2013	 	2012	 	
Revenues:	 	 	 	 	 	
Voyage revenues	 	$	39,676	 	$	59,025	 	
Service revenues	 	810	 	819	 	
 	 	 	 	 	 	
Total revenues	 	40,486	 	59,844	 	
 	 	 	 	 	 	
Operating expenses:	 	 	 	 	 	
Voyage expenses	 	1,272	 	1,410	 	
Vessel operating expenses	 	27,119	 	27,834	 	
General, administrative, and management fees	 	8,191	 	8,696	 	
Depreciation and amortization	 	34,378	 	34,425	 	
 	 	 	 	 	 	
Total operating expenses	 	70,960	 	72,365	 	
 	 	 	 	 	 	
Operating loss	 	(30,474	)	(12,521	)	
 	 	 	 	 	 	
Other (expense) income:	 	 	 	 	 	
Other income (expense)	 	19	 	(16	)	
Interest income	 	18	 	155	 	
Interest expense	 	(21,289	)	(23,730	)	
 	 	 	 	 	 	
Other expense	 	(21,252	)	(23,591	)	
 	 	 	 	 	 	
Loss before income taxes	 	(51,726	)	(36,112	)	
Income tax expense	 	(224	)	(271	)	
 	 	 	 	 	 	
Net loss	 	(51,950	)	(36,383	)	
Less: Net loss attributable to noncontrolling interest	 	(3,787	)	(3,312	)	
Net loss attributable to Genco Shipping & Trading Limited	 	$	(48,163	)	$	(33,071	)	
 	 	 	 	 	 	
Net loss per share-basic	 	$	(1.12	)	$	(0.87	)	
Net loss per share-diluted	 	$	(1.12	)	$	(0.87	)	
Weighted average common shares outstanding-basic	 	43,161,510	 	38,090,590	 	
Weighted average common shares outstanding-diluted	 	43,161,510	 	38,090,590	 	
Dividends declared per share	 	$	—	 	$	—	 	
 
See accompanying notes to condensed consolidated financial statements.
 
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Genco Shipping & Trading Limited
Condensed Consolidated Statements of Comprehensive Loss 
For the Three Months Ended March 31, 2013 and 2012
(U.S. Dollars in Thousands)
(Unaudited)

 	 	For the Three Months Ended
March 31,	 	
 	 	2013	 	2012	 	
 	 	 	 	 	 	
Net loss	 	$	(51,950	)	$	(36,383	)	
 	 	 	 	 	 	
Change in unrealized gain on investments	 	9,603	 	7,814	 	
Unrealized gain on cash flow hedges, net	 	2,301	 	2,753	 	
Other Comprehensive income	 	11,904	 	10,567	 	
 	 	 	 	 	 	
Comprehensive loss	 	(40,046	)	(25,816	)	
Less: Comprehensive loss attributable to noncontrolling interest	 	(3,787	)	(3,312	)	
Comprehensive loss attributable to Genco Shipping & Trading Limited	 	$	(36,259	)	$	(22,504	)	
 
See accompanying notes to condensed consolidated financial statements.
 
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Genco Shipping & Trading Limited
Condensed Consolidated Statements of Equity 
For the Three Months Ended March 31, 2013 and 2012
(U.S. Dollars in Thousands)
(Unaudited)

 	 	Common
Stock	 	Additional
Paid-in
Capital	 	Accumulated
Other
Comprehensive
(Loss)
Income	 	Retained
Earnings	 	Genco
Shipping &
Trading
Limited
Shareholders’
Equity	 	Noncontrolling
Interest	 	Total Equity	 	
Balance — January 1, 2013	 	$	443	 	$	863,303	 	$	(11,841	)	$	214,391	 	$	1,066,296	 	$	194,911	 	$	1,261,207	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net loss	 	 	 	 	 	 	 	(48,163	)	(48,163	)	(3,787	)	(51,950	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Change in unrealized gain on investments	 	 	 	 	 	9,603	 	 	 	9,603	 	—	 	9,603	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Unrealized gain on cash flow hedges, net	 	 	 	 	 	2,301	 	 	 	2,301	 	—	 	2,301	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Forfeiture of 6,750 shares of nonvested stock	 	—	 	—	 	 	 	 	 	—	 	—	 	—	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Nonvested stock amortization	 	 	 	769	 	 	 	 	 	769	 	464	 	1,233	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Cash dividends paid by Baltic Trading Limited	 	 	 	 	 	 	 	(2	)	(2	)	(170	)	(172	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Vesting of restricted shares issued by Baltic Trading Limited	 	 	 	48	 	 	 	 	 	48	 	(48	)	—	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Balance — March 31, 2013	 	$	443	 	$	864,120	 	$	63	 	$	166,226	 	$	1,030,852	 	$	191,370	 	$	1,222,222	 	
 
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 	 	Common
Stock	 	Additional
Paid-in
Capital	 	Accumulated
Other
Comprehensive
(Loss)
Income	 	Retained
Earnings	 	Genco
Shipping &
Trading
Limited
Shareholders’
Equity	 	Noncontrolling
Interest	 	Total Equity	 	
Balance — January 1, 2012	 	$	363	 	$	809,443	 	$	(17,549	)	$	359,349	 	$	1,151,606	 	$	210,012	 	$	1,361,618	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net loss	 	 	 	 	 	 	 	(33,071	)	(33,071	)	(3,312	)	(36,383	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Change in unrealized gain on investments	 	 	 	 	 	7,814	 	 	 	7,814	 	—	 	7,814	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Unrealized gain on cash flow hedges, net	 	 	 	 	 	2,753	 	 	 	2,753	 	—	 	2,753	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Issuance of 7,500,000 shares of common stock	 	75	 	49,795	 	 	 	 	 	49,870	 	—	 	49,870	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Nonvested stock amortization	 	 	 	1,078	 	 	 	 	 	1,078	 	572	 	1,650	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Cash dividends paid by Baltic Trading Limited	 	 	 	 	 	 	 	(20	)	(20	)	(2,192	)	(2,212	)	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Vesting of restricted shares issued by Baltic Trading Limited	 	 	 	49	 	 	 	 	 	49	 	(49	)	—	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Balance — March 31, 2012	 	$	438	 	$	860,365	 	$	(6,982	)	$	326,258	 	$	1,180,079	 	$	205,031	 	$	1,385,110	 	
 
See accompanying notes to condensed consolidated financial statements.
 
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Genco Shipping & Trading Limited
Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2013 and 2012 
(U.S. Dollars in Thousands)
(Unaudited)

 	 	For the Three Months
Ended March 31,	 	
 	 	2013	 	2012	 	
Cash flows from operating activities:	 	 	 	 	 	
Net loss	 	$	(51,950	)	$	(36,383	)	
Adjustments to reconcile net loss to net cash used in operating activities:	 	 	 	 	 	
Depreciation and amortization	 	34,378	 	34,425	 	
Amortization of deferred financing costs	 	1,835	 	980	 	
Amortization of time charters acquired	 	(132	)	(186	)	
Amortization of discount on Convertible Senior Notes	 	1,179	 	1,090	 	
Unrealized loss (gain) on derivative instruments	 	4	 	(27	)	
Amortization of nonvested stock compensation expense	 	1,233	 	1,650	 	
Change in assets and liabilities:	 	 	 	 	 	
(Increase) decrease in due from charterers	 	(427	)	2,449	 	
Increase in prepaid expenses and other current assets	 	(2,181	)	(2,878	)	
Increase (decrease) in accounts payable and accrued expenses	 	89	 	(4,987	)	
Decrease in deferred revenue	 	(236	)	(534	)	
Increase in lease obligations	 	125	 	398	 	
Deferred drydock costs incurred	 	(1,283	)	(3,966	)	
 	 	 	 	 	 	
Net cash used in operating activities	 	(17,366	)	(7,969	)	
Cash flows from investing activities:	 	 	 	 	 	
Purchase of vessels	 	—	 	(319	)	
Purchase of other fixed assets	 	(13	)	(1,228	)	
 	 	 	 	 	 	
Net cash used in investing activities	 	(13	)	(1,547	)	
Cash flows from financing activities:	 	 	 	 	 	
Repayments on the 2007 Credit Facility	 	—	 	(12,500	)	
Repayments on the $100 Million Term Loan Facility	 	—	 	(1,924	)	
Repayments on the $253 Million Term Loan Facility	 	—	 	(5,075	)	
Proceeds from issuance of common stock	 	—	 	50,721	 	
Payment of common stock issuance costs	 	—	 	(632	)	
Payment of dividend by subsidiary	 	(172	)	(2,212	)	
Payment of deferred financing costs	 	—	 	(147	)	
 	 	 	 	 	 	
Net cash (used in) provided by financing activities	 	(172	)	28,231	 	
 	 	 	 	 	 	
Net (decrease) increase in cash and cash equivalents	 	(17,551	)	18,715	 	
 	 	 	 	 	 	
Cash and cash equivalents at beginning of period	 	72,600	 	227,968	 	
Cash and cash equivalents at end of period	 	$	55,049	 	$	246,683	 	
 
See accompanying notes to condensed consolidated financial statements.
 
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Genco Shipping & Trading Limited
(U.S. Dollars in Thousands, Except Per Share and Share Data)
Notes to Condensed Consolidated Financial Statements (unaudited) 
 
1 - GENERAL INFORMATION
 
The accompanying condensed consolidated financial statements include the accounts of Genco Shipping & Trading Limited (“GS&T”), its wholly-owned subsidiaries, and its subsidiary, Baltic Trading Limited (collectively, the “Company”). The Company is engaged in the ocean transportation of drybulk cargoes worldwide through the ownership and operation of drybulk carrier vessels. GS&T is incorporated under the laws of the Marshall Islands and as of March 31, 2013, is the sole owner of all of the outstanding shares of the following subsidiaries: Genco Ship Management LLC; Genco Investments LLC; Genco Management (USA) Limited; Genco RE Investments LLC; and the ship-owning subsidiaries as set forth below.
 
Below is the list of GS&T’s wholly owned ship-owning subsidiaries as of March 31, 2013:

Wholly Owned Subsidiaries	 	Vessel Acquired	 	Dwt	 	Delivery Date	 	Year Built	
 	 	 	 	 	 	 	 	 	
Genco Reliance Limited	 	Genco Reliance	 	29,952	 	12/6/04	 	1999	
Genco Vigour Limited	 	Genco Vigour	 	73,941	 	12/15/04	 	1999	
Genco Explorer Limited	 	Genco Explorer	 	29,952	 	12/17/04	 	1999	
Genco Carrier Limited	 	Genco Carrier	 	47,180	 	12/28/04	 	1998	
Genco Sugar Limited	 	Genco Sugar	 	29,952	 	12/30/04	 	1998	
Genco Pioneer Limited	 	Genco Pioneer	 	29,952	 	1/4/05	 	1999	
Genco Progress Limited	 	Genco Progress	 	29,952	 	1/12/05	 	1999	
Genco Wisdom Limited	 	Genco Wisdom	 	47,180	 	1/13/05	 	1997	
Genco Success Limited	 	Genco Success	 	47,186	 	1/31/05	 	1997	
Genco Beauty Limited	 	Genco Beauty	 	73,941	 	2/7/05	 	1999	
Genco Knight Limited	 	Genco Knight	 	73,941	 	2/16/05	 	1999	
Genco Leader Limited	 	Genco Leader	 	73,941	 	2/16/05	 	1999	
Genco Marine Limited	 	Genco Marine	 	45,222	 	3/29/05	 	1996	
Genco Prosperity Limited	 	Genco Prosperity	 	47,180	 	4/4/05	 	1997	
Genco Muse Limited	 	Genco Muse	 	48,913	 	10/14/05	 	2001	
Genco Acheron Limited	 	Genco Acheron	 	72,495	 	11/7/06	 	1999	
Genco Surprise Limited	 	Genco Surprise	 	72,495	 	11/17/06	 	1998	
Genco Augustus Limited	 	Genco Augustus	 	180,151	 	8/17/07	 	2007	
Genco Tiberius Limited	 	Genco Tiberius	 	175,874	 	8/28/07	 	2007	
Genco London Limited	 	Genco London	 	177,833	 	9/28/07	 	2007	
Genco Titus Limited	 	Genco Titus	 	177,729	 	11/15/07	 	2007	
Genco Challenger Limited	 	Genco Challenger	 	28,428	 	12/14/07	 	2003	
Genco Charger Limited	 	Genco Charger	 	28,398	 	12/14/07	 	2005	
Genco Warrior Limited	 	Genco Warrior	 	55,435	 	12/17/07	 	2005	
Genco Predator Limited	 	Genco Predator	 	55,407	 	12/20/07	 	2005	
Genco Hunter Limited	 	Genco Hunter	 	58,729	 	12/20/07	 	2007	
Genco Champion Limited	 	Genco Champion	 	28,445	 	1/2/08	 	2006	
Genco Constantine Limited	 	Genco Constantine	 	180,183	 	2/21/08	 	2008	
Genco Raptor LLC	 	Genco Raptor	 	76,499	 	6/23/08	 	2007	
Genco Cavalier LLC	 	Genco Cavalier	 	53,617	 	7/17/08	 	2007	
Genco Thunder LLC	 	Genco Thunder	 	76,588	 	9/25/08	 	2007	
Genco Hadrian Limited	 	Genco Hadrian	 	169,694	 	12/29/08	 	2008	
Genco Commodus Limited	 	Genco Commodus	 	169,025	 	7/22/09	 	2009	
Genco Maximus Limited	 	Genco Maximus	 	169,025	 	9/18/09	 	2009	
Genco Claudius Limited	 	Genco Claudius	 	169,025	 	12/30/09	 	2010	
Genco Bay Limited	 	Genco Bay	 	34,296	 	8/24/10	 	2010	
Genco Ocean Limited	 	Genco Ocean	 	34,409	 	7/26/10	 	2010	
Genco Avra Limited	 	Genco Avra	 	34,391	 	5/12/11	 	2011	
Genco Mare Limited	 	Genco Mare	 	34,428	 	7/20/11	 	2011	
Genco Spirit Limited	 	Genco Spirit	 	34,432	 	11/10/11	 	2011	
Genco Aquitaine Limited	 	Genco Aquitaine	 	57,981	 	8/18/10	 	2009	
 
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Genco Ardennes Limited	 	Genco Ardennes	 	57,981	 	8/31/10	 	2009	
Genco Auvergne Limited	 	Genco Auvergne	 	57,981	 	8/16/10	 	2009	
Genco Bourgogne Limited	 	Genco Bourgogne	 	57,981	 	8/24/10	 	2010	
Genco Brittany Limited	 	Genco Brittany	 	57,981	 	9/23/10	 	2010	
Genco Languedoc Limited	 	Genco Languedoc	 	57,981	 	9/29/10	 	2010	
Genco Loire Limited	 	Genco Loire	 	53,416	 	8/4/10	 	2009	
Genco Lorraine Limited	 	Genco Lorraine	 	53,416	 	7/29/10	 	2009	
Genco Normandy Limited	 	Genco Normandy	 	53,596	 	8/10/10	 	2007	
Genco Picardy Limited	 	Genco Picardy	 	55,257	 	8/16/10	 	2005	
Genco Provence Limited	 	Genco Provence	 	55,317	 	8/23/10	 	2004	
Genco Pyrenees Limited	 	Genco Pyrenees	 	57,981	 	8/10/10	 	2010	
Genco Rhone Limited	 	Genco Rhone	 	58,018	 	3/29/11	 	2011	
 
Baltic Trading Limited (“Baltic Trading”) was a wholly-owned indirect subsidiary of GS&T until Baltic Trading completed its initial public offering, or IPO, on March 15, 2010.  As of March 31, 2013 and December 31, 2012, Genco Investments LLC owned 5,699,088 shares of Baltic Trading’s Class B Stock, which represented a 24.78% ownership interest in Baltic Trading and 83.17% of the aggregate voting power of Baltic Trading’s outstanding shares of voting stock.  Additionally, pursuant to the subscription agreement between Genco Investments LLC and Baltic Trading, for so long as GS&T directly or indirectly holds at least 10% of the aggregate number of outstanding shares of Baltic Trading’s common stock and Class B stock, Genco Investments LLC will be entitled to receive an additional number of shares of Baltic Trading’s Class B stock equal to 2% of the number of common shares issued in the future, other than shares issued under Baltic Trading’s 2010 Equity Incentive Plan.
 
Below is the list of Baltic Trading’s wholly owned ship-owning subsidiaries as of March 31, 2013:

Baltic Trading’s Wholly Owned
Subsidiaries	 	Vessel Acquired	 	Dwt	 	Delivery Date	 	Year
Built	
 	 	 	 	 	 	 	 	 	
Baltic Leopard Limited	 	Baltic Leopard	 	53,447	 	4/8/10	 	2009	
Baltic Panther Limited	 	Baltic Panther	 	53,351	 	4/29/10	 	2009	
Baltic Cougar Limited	 	Baltic Cougar	 	53,432	 	5/28/10	 	2009	
Baltic Jaguar Limited	 	Baltic Jaguar	 	53,474	 	5/14/10	 	2009	
Baltic Bear Limited	 	Baltic Bear	 	177,717	 	5/14/10	 	2010	
Baltic Wolf Limited	 	Baltic Wolf	 	177,752	 	10/14/10	 	2010	
Baltic Wind Limited	 	Baltic Wind	 	34,409	 	8/4/10	 	2009	
Baltic Cove Limited	 	Baltic Cove	 	34,403	 	8/23/10	 	2010	
Baltic Breeze Limited	 	Baltic Breeze	 	34,386	 	10/12/10	 	2010	
 
The Company provides technical services for drybulk vessels purchased by Maritime Equity Partners LLC (“MEP”).  Peter C. Georgiopoulos, Chairman of the Board of Directors of GS&T, controls and has a minority interest in MEP.  These services include oversight of crew management, insurance, drydocking, ship operations and financial statement preparation, but do not include chartering services.  The services are provided for a fee of $750 per ship per day plus reimbursement of out-of-pocket costs and will be provided for an initial term of one year.  MEP has the right to cancel provision of services on 60 days’ notice with payment of a one-year termination fee upon a change in control of the Company.  The Company may terminate provision of the services at any time on 60 days’ notice.
 
Given the current drybulk rate environment, the Company may be unable to make required payments under its credit facilities commencing during the quarter ending March 31, 2014.  Moreover, once current waivers expire and are re-measured at March 31, 2014, the Company believes it is probable that the Company will not be in compliance with the maximum leverage ratio covenants under its credit facilities, and the Company may also not be in compliance with its minimum permitted consolidated interest ratio covenants under its credit facilities.  The Company is also subject to minimum cash covenants for which compliance is measured at the end of every fiscal quarter.  These covenants have not been waived, and the Company believes it is probable that the Company will not be in compliance with such covenants at or after March 31, 2014, and the Company may not be in compliance earlier in the event of sustained weakness in the drybulk shipping sector.  The Company’s debt facilities are described further in Note 9 - Debt.
 
The Company is in discussions with its lenders and expects to seek waivers or modifications to its credit agreements, which may be subject to conditions, and may also seek to refinance indebtedness, raise additional capital through equity or debt offerings or selling assets (including vessels), reduce or delay capital expenditures, or pursue other restructuring options.  Absent such waivers or modifications, if the Company does not comply with such payment obligations or these covenants and fails to cure such non-compliance following applicable notice and expiration of applicable cure periods, the Company would be in default of one or more of its credit facilities. If such a default occurs, the Company may also be in default under the Indenture for the 5.00% Convertible Senior Notes, or the 2010 Notes (discussed in Note 10 — Convertible Senior Notes). As a result, some or all of the Company’s  indebtedness
 
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could be declared immediately due and payable, and alternative sources of financing would need to be sought on terms that may not be favorable to the Company.
 
In addition, notwithstanding the waiver of certain covenants as described above, for purposes of preparing financial statements in accordance with GAAP, the Company is required to assess future compliance with the original covenants at all quarterly measurement dates within twelve months from March 31, 2013. As discussed above, the Company believes it is probable that the Company will not be in compliance with certain covenants at measurement dates within twelve months of March 31, 2013.  Accordingly, the outstanding debt as of March 31, 2013 under the 2007 Credit Facility, the $253 Million Term Loan Facility and the $100 Million Term Loan Facility (as defined in Note 9 — Debt) has been reclassified as a current liability in the condensed consolidated balance sheet as of March 31, 2013.  This reclassification does not affect the existing waivers, although there can be no assurance that the Company could obtain further waivers upon their expiration.  If the Company fails to comply with its covenants under its credit facilities, the Company may also be in default under the Indenture for the 2010 Notes and its interest rate swaps.   Accordingly, the 2010 Notes and one swap previously classified as a long-term liability have likewise been reclassified as current liabilities in the condensed consolidated balance sheet as of March 31, 2013.
 
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 include the accounts of GS&T, its wholly-owned subsidiaries and Baltic Trading, a subsidiary in which the Company owns a majority of the voting interests and exercises control.  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, 2012 (the “2012 10-K”).  The results of operations for the period ended March 31, 2013 and 2012 are not necessarily indicative of the operating results for the full year.
 
Vessels, net
 
Vessels, net is stated at cost less accumulated depreciation. Included in vessel costs are acquisition costs directly attributable to the acquisition of a vessel and expenditures made to prepare the vessel for its initial voyage. The Company also capitalizes interest costs for a vessel under construction as a cost which is directly attributable to the acquisition of a vessel. Vessels are depreciated on a straight-line basis over their estimated useful lives, determined to be 25 years from the date of initial delivery from the shipyard. Depreciation expense for vessels for the three months ended March 31, 2013 and 2012 was $32,739 and $33,091, respectively.
 
Depreciation expense is calculated based on cost less the estimated residual scrap value. The costs of significant replacements, renewals and betterments are capitalized and depreciated over the shorter of the vessel’s remaining estimated useful life or the estimated life of the renewal or betterment. Undepreciated cost of any asset component being replaced that was acquired after the initial vessel purchase is written off as a component of vessel operating expense. Expenditures for routine maintenance and repairs are expensed as incurred. Scrap value is estimated by the Company by taking the estimated scrap value of $245/lwt times the weight of the ship in lightweight tons (lwt).
 
Deferred revenue
 
Deferred revenue primarily relates to cash received from charterers prior to it being earned. These amounts are recognized as income when earned. Additionally, deferred revenue includes estimated customer claims mainly due to time charter performance issues. As of March 31, 2013 and December 31, 2012, the Company had an accrual of $318 and $407, respectively, related to these estimated customer claims.
 
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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. 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. These differences in bunkers resulted in net gains of $364 and $720 during the three months ended March 31, 2013 and 2012, respectively.  Additionally, voyage expenses include the cost of bunkers consumed during short-term time charters pursuant to the terms of the time charter agreement.
 
Noncontrolling interest
 
Net loss attributable to noncontrolling interest during the three months ended March 31, 2013 and 2012 reflects the noncontrolling interest’s share of the net loss of Baltic Trading, a subsidiary of the Company, which owns and employs drybulk vessels in the spot market or on spot market-related time charters.  The spot market represents immediate chartering of a vessel, usually for single voyages.  At March 31, 2013 and December 31, 2012, the noncontrolling interest held a 75.22% economic interest in Baltic Trading while only holding 16.83% of the voting power.
 
Income taxes
 
Pursuant to certain agreements, GS&T technically and commercially manages vessels for Baltic Trading, as well as provides technical management of vessels for MEP in exchange for specified fees for these services provided.  These services are performed by Genco Management (USA) Limited (“Genco (USA)”), which has elected to be taxed as a corporation for United States federal income tax purposes.  As such, Genco (USA) is subject to United States federal income tax on its worldwide net income, including the net income derived from providing these services.  Genco (USA) has entered into a cost-sharing agreement with the Company and Genco Ship Management LLC, collectively Manco, pursuant to which Genco (USA) agrees to reimburse Manco for the costs incurred by Genco (USA) for the use of Manco’s personnel and services in connection with the provision of the services for both Baltic Trading and MEP’s vessels.
 
Total revenue earned for these services during the three months ended March 31, 2013 and 2012 was $1,490 and $1,514, respectively, of which $680 and $695, respectively, eliminated upon consolidation.  After allocation of certain expenses, there was taxable income of $592 associated with these activities for the three months ended March 31, 2013.  This resulted in estimated tax expense of $224 for the three months ended March 31, 2013.  After allocation of certain expenses, there was taxable income of $593 associated with these activities for the three months ended March 31, 2012.  This resulted in income tax expense of $264 for the three months ended March 31, 2012.
 
Baltic Trading is subject to income tax on its United States source income.  During the three months ended March 31, 2013, Baltic Trading did not earn any United States source income, therefore there was no income tax expense for the three months ended March 31, 2013.  During the three months ended March 31, 2012, Baltic Trading had United States operations which resulted in United States source income of $366.  Baltic Trading’s United States income tax expense for the three months ended March 31, 2012 was $7.
 
Recent accounting pronouncements
 
In February 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2013-02, “Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income” (“ASU 2013-02”) to improve the transparency of changes in other comprehensive income (loss) (“OCI”) and items reclassified out of accumulated other income (loss) (“AOCI”).  The amendments in ASU 2013-02 are required to be applied prospectively and are effective for reporting periods beginning after December 15, 2012.  The adoption of ASU 2013-02 will not have any impact on the Company’s consolidated financial statements other than separately disclosing in the footnotes to the consolidated financial statements amounts reclassified out of AOCI and the individual line items in the consolidated Statement of Operations that are affected.  The Company has adopted ASU 2013-02 and the impact of adoption is not material to the Company’s condensed consolidated financial statements.  Refer to Note 12 — Other Comprehensive Income (Loss) for additional disclosure.
 
3 - SEGMENT INFORMATION
 
The Company determines its operating segments based on the information utilized by the chief operating decision maker to assess performance.  Based on this information, the Company has reportable operating segments for GS&T and Baltic Trading.  Both GS&T and Baltic Trading are engaged in the ocean transportation of drybulk cargoes worldwide through the ownership and operation of drybulk carrier vessels.  GS&T seeks to deploy its vessels on time charters, spot market-related time charters or in vessel pools trading in the spot market and Baltic Trading seeks to deploy its vessel charters in the spot market, which represents immediate chartering of a vessel, usually for single voyages, or employing vessels on spot market-related time charters.  Segment results are
 
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evaluated based on net income.  The accounting policies applied to the reportable segments are the same as those used in the preparation of the Company’s condensed consolidated financial statements.
 
The following table presents a reconciliation of total voyage revenue from external (third party) customers for the Company’s two operating segments to total consolidated voyage revenue from external customers for the Company for the three months ended March 31, 2013 and 2012.

 	 	For the Three Months Ended
March 31,	 	
 	 	2013	 	2012	 	
Voyage Revenue from External Customers	 	 	 	 	 	
GS&T	 	$	33,690	 	$	52,731	 	
Baltic Trading	 	5,986	 	6,294	 	
Total operating segments	 	39,676	 	59,025	 	
Eliminating revenue	 	—	 	—	 	
Total consolidated voyage revenue from external customers	 	$	39,676	 	$	59,025	 	
 
The following table presents a reconciliation of total intersegment revenue, which eliminates upon consolidation, for the Company’s two operating segments for the three months ended March 31, 2013 and 2012. The intersegment revenue noted in the following table represents revenue earned by GS&T pursuant to the management agreement entered into with Baltic Trading, which includes commercial service fees, technical service fees and sale and purchase fees, if any.

 	 	For the Three Months Ended
March 31,	 	
 	 	2012	 	2011	 	
Intersegment revenue	 	 	 	 	 	
GS&T	 	$	680	 	$	695	 	
Baltic Trading	 	—	 	—	 	
Total operating segments	 	680	 	695	 	
Eliminating revenue	 	(680	)	(695	)	
Total consolidated intersegment revenue	 	$	—	 	$	—	 	
 
The following table presents a reconciliation of total net loss for the Company’s two operating segments to total consolidated net loss for the three months ended March 31, 2013 and 2012. The eliminating net loss noted in the following table consists of the elimination of intercompany transactions between GS&T and Baltic Trading, as well as dividends received by GS&T from Baltic Trading for its Class B shares of Baltic Trading.

 	 	For the Three Months Ended
March 31,	 	
 	 	2012	 	2011	 	
Net loss	 	 	 	 	 	
GS&T	 	$	(46,848	)	$	(31,224	)	
Baltic Trading	 	(5,083	)	(4,456	)	
Total operating segments	 	(51,931	)	(35,680	)	
Eliminating net loss	 	19	 	703	 	
Total consolidated net loss	 	$	(51,950	)	$	(36,383	)	
 
The following table presents a reconciliation of total assets for the Company’s two operating segments to total consolidated assets as of March 31, 2013 and December 31, 2012. The eliminating assets noted in the following table consist of the elimination of intercompany transactions resulting from the capitalization of fees paid to GS&T by Baltic Trading as vessel assets, including related accumulated depreciation, as well as the outstanding receivable balance due to GS&T from Baltic Trading as of March 31, 2013 and December 31, 2012.

 	 	March 31, 2013	 	December 31,
2012	 	
Total assets	 	 	 	 	 	
GS&T	 	$	2,447,215	 	$	2,482,486	 	
Baltic Trading	 	359,431	 	364,370	 	
Total operating segments	 	2,806,646	 	2,846,856	 	
Eliminating assets	 	(3,456	)	(3,485	)	
Total consolidated assets	 	$	2,803,190	 	$	2,843,371	 	
 
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4 - CASH FLOW INFORMATION
 
As of March 31, 2013 and December 31, 2012, the Company had four and five interest rate swaps, respectively, which are described and discussed in Note 11 — Interest Rate Swap Agreements. At March 31, 2013, the fair values of the four swaps are in a liability position of $13,754, all of which was classified within current liabilities.  At December 31, 2012, the five swaps were in a liability position of $16,052, $7 of which was classified within current liabilities.
 
For the three months ended March 31, 2013, 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 $27 for the purchase of vessel related equipment and $48 for the purchase of other fixed assets.  For the three months ended March 31, 2013, the Company had non-cash financing activities not included in the Condensed Consolidated Statement of Cash Flows for items included in current interest payable consisting of $13,199 associated with deferred financing fees.
 
For the three months ended March 31, 2012, 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 $226 for the purchase of vessel related equipment and $428 for the purchase of other fixed assets.  Additionally, for the three months ended March 31, 2012, 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 expenses consisting of $30 associated with deferred financing fees and $219 associated with common stock issuance costs related to the equity offering completed on February 28, 2012.
 
During the three months ended March 31, 2013 and 2012, cash paid for interest,  including bond coupon interest paid, was $20,795 and $25,559, respectively.
 
During the three months ended March 31, 2013 and 2012, cash paid for estimated income taxes was $103 and $134, respectively.
 
5 - VESSEL ACQUISITIONS AND DISPOSITIONS
 
Refer to Note 1 — General Information for a listing of the vessel delivery dates for the vessels in the Company’s fleet.
 
Below market time charters, including those acquired during previous periods, were amortized as an increase to voyage revenue in the amount of $132 and $186 for the three months ended March 31, 2013 and 2012, respectively.
 
6 - INVESTMENTS
 
The Company holds an investment in the capital stock of Jinhui Shipping and Transportation Limited (“Jinhui”).  Jinhui is a drybulk shipping owner and operator focused on the Supramax segment of drybulk shipping.  This investment is designated as Available For Sale (“AFS”) and is reported at fair value, with unrealized gains and losses recorded in shareholders’ equity as a component of AOCI.  At March 31, 2013 and December 31, 2012, the Company held 16,335,100 shares of Jinhui capital stock which is recorded at its fair value of $30,591 and $20,988, respectively, based on the last closing price during each respective quarter on March 27, 2013 and December 28, 2012, respectively.
 
The Company reviews the investment in Jinhui for other than temporary impairment on a quarterly basis.  There were no impairment charges recognized for the three months ended March 31, 2013 and 2012.
 
The unrealized gain on the Jinhui capital stock remains a component of AOCI, since this investment is designated as an AFS security.
 
Refer to Note 12 — Accumulated Other Comprehensive Income (Loss) for a breakdown of the components of AOCI.
 
7 — NET LOSS PER COMMON SHARE
 
The computation of basic net loss per share is based on the weighted-average number of common shares outstanding during the year. The computation of diluted net loss per share assumes the vesting of nonvested stock awards (refer to Note 20 — Nonvested Stock Awards), 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.  Of the 1,102,012 nonvested shares outstanding at March 31, 2013 (refer to Note 20 — Nonvested Stock Awards), all are anti-dilutive.  The Company’s diluted net loss per share will also reflect the assumed conversion under the Company’s convertible debt if the impact is dilutive under the “if converted” method. The impact of the shares convertible under the Company’s convertible notes is excluded from the computation of diluted earnings per share when interest expense per common share obtainable upon conversion is greater than basic earnings per share.
 
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The components of the denominator for the calculation of basic net loss per share and diluted net loss per share are as follows:

 	 	Three Months Ended 
 March 31,	 	
 	 	2013	 	2012	 	
 	 	 	 	 	 	
Common shares outstanding, basic:	 	 	 	 	 	
Weighted-average common shares outstanding, basic	 	43,161,510	 	38,090,590	 	
 	 	 	 	 	 	
Common shares outstanding, diluted:	 	 	 	 	 	
Weighted-average common shares outstanding, basic	 	43,161,510	 	38,090,590	 	
 	 	 	 	 	 	
Dilutive effect of convertible notes	 	—	 	—	 	
 	 	 	 	 	 	
Dilutive effect of restricted stock awards	 	—	 	—	 	
 	 	 	 	 	 	
Weighted-average common shares outstanding, diluted	 	43,161,510	 	38,090,590	 	
 
The following table sets forth a reconciliation of the net loss attributable to GS&T and the net loss attributable to GS&T for diluted net loss per share under the “if-converted” method:

 	 	Three Months Ended 
 March 31,	 	
 	 	2013	 	2012	 	
 	 	 	 	 	 	
Net loss attributable to GS&T	 	$	(48,163	)	$	(33,071	)	
 	 	 	 	 	 	
Interest expense related to convertible notes, if dilutive	 	—	 	—	 	
 	 	 	 	 	 	
Net loss attributable to GS&T for the computation of diluted net loss per share	 	$	(48,163	)	$	(33,071	)	
 
8 - RELATED PARTY TRANSACTIONS
 
The following represent related party transactions reflected in these condensed consolidated financial statements:
 
The Company makes available employees performing internal audit services to General Maritime Corporation (“GMC”), where the Company’s Chairman, Peter C. Georgiopoulos, also serves as Chairman of the Board.  For the three months ended March 31, 2013 and 2012, the Company invoiced $35 and $48, respectively, to GMC, which includes time associated with such internal audit services and other expenditures.  Additionally, during the three months ended March 31, 2013 and 2012, the Company incurred travel and other office related expenditures totaling $27 and $4, respectively, reimbursable to GMC or its service provider.  At March 31, 2013 and December 31, 2012, the amount due to GMC from the Company was $4 and $12, respectively.
 
During the three months ended March 31, 2013 and 2012, the Company incurred legal services aggregating $0 and $3, respectively, from Constantine Georgiopoulos, the father of Peter C. Georgiopoulos, Chairman of the Board.  There are no amounts due to Constantine Georgiopoulos at March 31, 2013 and December 31, 2012.
 
GS&T and Baltic Trading have entered into agreements with Aegean Marine Petroleum Network, Inc. (“Aegean”) to purchase lubricating oils for certain vessels in their fleets.  Peter C. Georgiopoulos, Chairman of the Board of the Company, is Chairman of the Board of Aegean.  During the three months ended March 31, 2013 and 2012, Aegean supplied lubricating oils to the Company’s vessels aggregating $565 and $499, respectively.  At March 31, 2013 and December 31, 2012, $216 and $278 remained outstanding, respectively.
 
During the three months ended March 31, 2013 and 2012, the Company invoiced MEP for technical services provided and expenses paid on MEP’s behalf aggregating $832 and $846, respectively.  Peter C. Georgiopoulos, Chairman of the Board, controls and has a minority interest in MEP.  At March 31, 2013 and December 31, 2012, $13 and $5, respectively, was due to the Company from MEP.  Total service revenue earned by the Company for technical service provided to MEP for the three months ended March 31, 2013 and 2012 was $810 and $819, respectively.
 
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9 - DEBT
 
Long-term debt consists of the following:

 	 	March 31, 2013	 	December 31, 2012	 	
 	 	 	 	 	 	
2007 Credit Facility	 	$	1,055,912	 	$	1,055,912	 	
$100 Million Term Loan Facility	 	75,484	 	75,484	 	
$253 Million Term Loan Facility	 	180,793	 	180,793	 	
2010 Baltic Trading Credit Facility	 	101,250	 	101,250	 	
Less: Current portion	 	(1,312,189	)	—	 	
 	 	 	 	 	 	
Long-term debt	 	$	101,250	 	$	1,413,439	 	
 
2007 Credit Facility
 
On July 20, 2007, the Company entered into a credit facility with DnB NOR Bank ASA (as amended, the “2007 Credit Facility”). The maximum amount that may be borrowed under the 2007 Credit Facility at March 31, 2013 is $1,055,912.  As of March 31, 2013, the Company has utilized its maximum borrowing capacity under the 2007 Credit Facility.
 
The collateral maintenance financial covenant, maximum leverage ratio covenant and minimum permitted consolidated interest ratio covenants are currently waived for the periods ending on and including December 31, 2013 pursuant to the August 1, 2012 agreements to amend or waive certain provisions of the agreements for the 2007 Credit Facility, $100 Million Term Loan Facility and the $253 Million Term Loan Facility (as defined below) (the “August 2012 Agreements”).  The Company’s cash dividends and share repurchases have been suspended until the collateral maintenance financial covenant can be satisfied.
 
The gross interest-bearing debt to total capital covenant end during the period ending on and including December 31, 2013 pursuant to the August 2012 Agreements.   This covenant limits the ratio of the Company’s interest-bearing indebtedness to the sum of its interest-bearing indebtedness and its consolidated net worth in accordance with GAAP to 62.5% on the last day of any fiscal quarter during the waiver period.
 
Additionally, pursuant to the August 2012 Agreements, the total applicable margin over LIBOR payable on the principal amount of debt outstanding increased from 2.0% to 3.0% per annum.  The minimum cash balance required was also increased from $500 to $750 per vessel mortgaged under this facility pursuant to the August 2012 Agreements.
 
Pursuant to the amendment to the 2007 Credit Facility which was entered into on December 21, 2011, the Company was subject to a facility fee of 2.0% per annum on the average daily outstanding principal amount of the loans outstanding, payable quarterly in arrears, which was subject to a reduction to 1.0% if the Company consummated an equity offering resulting in an aggregate amount of $50,000 of gross proceeds.  On February 28, 2012, the Company completed an equity offering of 7,500,000 shares which resulted in gross proceeds of $53,250.  As such, effective February 28, 2012, the facility fee was reduced to 1.0%.
 
As of March 31, 2013, the Company believes it is in compliance with all of the financial covenants under its 2007 Credit Facility, as amended.  However, as of March 31, 2013, the Company believes it is probable that the Company will not be in compliance with certain covenants at measurement dates within the next twelve months.  As such, the debt outstanding under this facility of $1,055,912 has been classified as a current liability.
 
At March 31, 2013, there were no letters of credit issued under the 2007 Credit Facility.
 
$100 Million Term Loan Facility
 
On August 12, 2010, the Company entered into the $100,000 secured term loan facility (“$100 Million Term Loan Facility”). As of March 31, 2013, the Company has utilized its maximum borrowing capacity as $100,000 of drawdowns have been made. The Company has used the $100 Million Term Loan Facility to fund or refund the Company a portion of the purchase price of the acquisition of five vessels from companies within the Metrostar group of companies.  As of March 31, 2013, there was no availability under the $100 Million Term Loan Facility.
 
Pursuant to the amendments to the $100 Million Term Loan Facility that were entered into on December 21, 2011 and the August 2012 Agreements, the maximum leverage ratio covenant and the minimum permitted consolidated interest ratio covenant are currently waived for the periods ending on and including December 31, 2013.
 
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As of March 31, 2013, the Company believes it is in compliance with all of the financial covenants under the $100 Million Term Loan Facility, as amended.  However, as of March 31, 2013, the Company believes it is probable that the Company will not be in compliance with certain covenants at measurement dates within the next twelve months.  As such, the debt outstanding under this facility of $75,484 has been classified as a current liability.
 
$253 Million Term Loan Facility
 
On August 20, 2010, the Company entered into the $253,000 senior secured term loan facility (“$253 Million Term Loan Facility”).  As of March 31, 2013, the company has utilized its maximum borrowing capacity as $253,000 of drawdowns have been made to fund or refund to the Company a portion of the purchase price of the 13 vessels purchased from Bourbon SA during the third quarter of 2010 and first quarter of 2011.  As of March 31, 2013, there was no availability under the $253 Million Term Loan Facility.
 
Pursuant to the amendment to the $253 Million Term Loan Facility that was entered into on December 21, 2011 and August 1, 2012, the maximum leverage ratio covenant and the minimum permitted consolidated interest ratio covenant are currently waived for the periods ending on and including December 31, 2013.
 
As of March 31, 2013 and December 31, 2012, the Company has deposited $9,750 that has been reflected as restricted cash.  Restricted cash will be released only if the underlying collateral is sold or disposed of.
 
As of March 31, 2013, the Company believes it is in compliance with all of the financial covenants under the $253 Million Term Loan Facility, as amended.  However, as of March 31, 2013, the Company believes it is probable that the Company will not be in compliance with certain covenants at measurement dates within the next twelve months.  As such, the debt outstanding under this facility of $180,793 has been classified as a current liability and the restricted cash related to this facility has been classified as a current asset.
 
2010 Baltic Trading Credit Facility
 
On April 16, 2010, Baltic Trading entered into a $100,000 senior secured revolving credit facility with Nordea Bank Finland plc, acting through its New York branch (as amended, the “2010 Baltic Trading Credit Facility”).  An amendment to the 2010 Baltic Trading Credit Facility was entered into by Baltic Trading effective November 30, 2010.  Among other things, this amendment increased the commitment amount of the 2010 Baltic Trading Credit Facility from $100,000 to $150,000.  As of March 31, 2013, total available working capital borrowings were $23,500 as $1,500 was drawn down during 2010 for working capital purposes.  The total available working capital borrowings is subject to the total remaining availability under the 2010 Baltic Trading Credit Facility.  On May 9, 2013, Baltic Trading drew down an additional $1,000 for working capital purposes.   Pursuant to the amended 2010 Baltic Trading Credit Facility, the total commitment of $150,000 will be reduced in 11 consecutive semi-annual reductions of $5,000 which commenced on the six month anniversary of the effective date, or May 31, 2011.  As of March 31, 2013, $28,750 remained available under the 2010 Credit Facility as the total commitment was reduced to $130,000 on November 30, 2012.
 
As of March 31, 2013, the Company believes Baltic Trading is in compliance with all of the financial covenants under the 2010 Baltic Trading Credit Facility.
 
Interest payable
 
As required under the August 2012 Agreements, lenders under the 2007 Credit Facility will receive a fee equal to 1.25% of the principal amount outstanding following such prepayment, or $13,199, on the earlier date of the maturity date of this facility or the date on which all obligations under this facility have been paid in full.  The $13,199 has been recorded in the condensed consolidated balance sheet at March 31, 2013 as a current liability, consistent with the classification of the principal amount of the 2007 Credit Facility.
 
Interest rates
 
The following tables sets forth the effective interest rate associated with the interest expense for the Company’s debt facilities noted above, including the rate differential between the pay fixed, receive variable rate on the interest rate swap agreements that were in effect (refer to Note 11 — Interest Rate Swap Agreements), combined, the cost associated with unused commitment fees as well as the facility fee for the 2007 Credit Facility which was reduced from 2.0% to 1.0% on February 28, 2012 as noted above. Additionally, it includes the range of interest rates on the debt, excluding the impact of swaps and unused commitment fees:

 	 	Three Months Ended March 31,	 	
 	 	2013	 	2012	 	
Effective Interest Rate	 	4.73	%	5.05	%	
Range of Interest Rates (excluding impact of swaps and unused commitment fees)	 	3.20% to 4.38	%	3.24% to 4.63	%	
 
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10 — CONVERTIBLE SENIOR NOTES
 
The Company issued $125,000 of the 2010 Notes on July 27, 2010.  The Indenture for the 2010 Notes includes customary agreements and covenants by the Company, including with respect to events of default.
 
The following tables provide additional information about the Company’s 2010 Notes:

 	 	March 31, 2013	 	December 31,
2012	 	
Carrying amount of the equity component (additional paid-in capital)	 	$	24,375	 	$	24,375	 	
Principal amount of the 2010 Notes	 	125,000	 	125,000	 	
Unamortized discount of the liability component	 	12,903	 	14,082	 	
Net carrying amount of the liability component	 	112,097	 	110,918	 	

 	 	Three Months Ended
March 31,	 	
 	 	2013	 	2012	 	
Effective interest rate on liability component	 	10.0	%	10.0	%	
Cash interest expense recognized	 	$	1,541	 	$	1,562	 	
Non-cash interest expense recognized	 	1,179	 	1,091	 	
Non-cash deferred financing amortization costs included in interest expense	 	177	 	179	 	

The remaining period over which the unamortized discount will be recognized is 2.38 years. As of March 31, 2013, the if-converted value of the 2010 Notes does not exceed their principal amount.
 
As of March 31, 2013, the Company believes it is probable that the Company will not be in compliance with certain covenants under its credit facilities at measurement dates within the next twelve months.  If such a default occurs, the Company may also be in default under the Indenture for the 2010 Notes.  A default would occur under the Indenture, following applicable notice and expiration of applicable cure periods, if the Company fails to pay indebtedness in excess of $50 million at final maturity (or when otherwise due) or if such indebtedness is accelerated.  As such, the 2010 Notes have been classified as a current liability in the condensed consolidated balance sheet as of March 31, 2013.
 
11 - INTEREST RATE SWAP AGREEMENTS
 
As of March 31, 2013 and December 31, 2012, the Company had four and five interest rate swap agreements outstanding, respectively, with DnB NOR Bank ASA to manage interest costs and the risk associated with variable interest rates related to the Company’s 2007 Credit Facility. The total notional principal amount of the swaps at March 31, 2013 and December 31, 2012 was $306,233 and $356,233, respectively, and the swaps have specified rates and durations.
 
The following table summarizes the interest rate swaps designated as cash flow hedges that were in place as of March 31, 2013 and December 31, 2012:

 	 	 	 	 	 	 	 	March 31, 2013	 	December 31,
2012	 	
Interest Rate Swap Detail	 	Notional	 	Notional	 	
Trade	 	Fixed	 	Start Date	 	End date	 	Amount	 	Amount	 	
Date	 	Rate	 	of Swap	 	of Swap	 	Outstanding	 	Outstanding	 	
9/6/05	 	4.485	%	9/14/05	 	7/29/15	 	$	106,233	 	$	106,233	 	
3/29/06	 	5.25	%	1/2/07	 	1/1/14	 	50,000	 	50,000	 	
3/24/06	 	5.075	%	1/2/08	 	1/2/13	 	—	 	50,000	 	
1/9/09	 	2.05	%	1/22/09	 	1/22/14	 	100,000	 	100,000	 	
2/11/09	 	2.45	%	2/23/09	 	2/23/14	 	50,000	 	50,000	 	
 	 	 	 	 	 	 	 	 	 	 	 	
 	 	 	 	 	 	 	 	$	306,233	 	$	356,233	 	
 
The following table summarizes the derivative asset and liability balances at March 31, 2013 and December 31, 2012:
 
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 	 	Asset Derivatives	 	Liability Derivatives	 	
 	 	Balance	 	Fair Value	 	Balance	 	Fair Value	 	
 	 	Sheet
Location	 	March 31,
2013	 	December
31, 2012	 	Sheet
Location	 	March 31,
2013	 	December
31, 2012	 	
Derivatives designated as hedging instruments	 	 	 	 	 	 	 	 	 	 	 	 	 	
Interest rate contracts	 	Fair value of derivative instruments (Current Assets)	 	$	—	 	$	—	 	Fair value of derivative instruments (Current Liabilities)	 	$	13,754	 	$	7	 	
Interest rate contracts	 	Fair value of derivative instruments (Noncurrent Assets)	 	—	 	—	 	Fair value of derivative instruments (Noncurrent Liabilities)	 	—	 	16,045	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total derivatives designated as hedging instruments	 	 	 	—	 	—	 	 	 	13,754	 	16,052	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total Derivatives	 	 	 	$	—	 	$	—	 	 	 	$	13,754	 	$	16,052	 	
 
As of March 31, 2013, the Company believes it is probable that the Company will not be in compliance with certain covenants under its credit facilities at measurement dates within the next twelve months.  If such a default occurs, the Company may also be in default under the terms of the interest rate swap agreements.  Accordingly, one swap previously classified as a long-term liability has been reclassified as a current liability in the condensed consolidated balance sheet as of March 31, 2013.
 
The following tables present the impact of derivative instruments and their location within the Condensed Consolidated Statement of Operations:
 
The Effect of Derivative Instruments on the Condensed Consolidated Statement of Operations
For the Three-Month Period Ended March 31, 2013

Derivatives in Cash
Flow Hedging	 	Amount of
Gain (Loss)
Recognized
in AOCI on
Derivative
(Effective
Portion)	 	Location of
Gain (Loss)
Reclassified
from AOCI
into income
(Effective	 	Amount of
Gain (Loss)
Reclassified
from AOCI
into income
(Effective
Portion)	 	Location of
Gain (Loss)
Recognized in
Income on
Derivative
(Ineffective	 	Amount of
Gain (Loss)
Recognized in
Income on
Derivative
(Ineffective
Portion)	 	
Relationships	 	2013	 	Portion)	 	2013	 	Portion)	 	2013	 	
Interest rate contracts	 	$	(138	)	Interest Expense	 	$	(2,439	)	Other Income (Expense)	 	$	(4	)	

The Effect of Derivative Instruments on the Condensed Consolidated Statement of Operations
For the Three-Month Period Ended March 31, 2012

Derivatives in Cash
Flow Hedging	 	Amount of
Gain (Loss)
Recognized
in AOCI on
Derivative
(Effective
Portion)	 	Location of
Gain (Loss)
Reclassified
from AOCI
into income
(Effective	 	Amount of
Gain (Loss)
Reclassified
from AOCI
into income
(Effective
Portion)	 	Location of
Gain (Loss)
Recognized in
Income on
Derivative
(Ineffective	 	Amount of
Gain (Loss)
Recognized in
Income on
Derivative
(Ineffective
Portion)	 	
Relationships	 	2012	 	Portion)	 	2012	 	Portion)	 	2012	 	
Interest rate contracts	 	$	(1,779	)	Interest Expense	 	$	(4,532	)	Other Income (Expense)	 	$	27	 	

At March 31, 2013, ($8,502) of AOCI is expected to be reclassified into interest expense over the next 12 months associated with interest rate derivatives.
 
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The Company is required to provide collateral in the form of vessel assets to support the interest rate swap agreements, excluding vessel assets of Baltic Trading.  At March 31, 2013, the Company’s 35 vessels mortgaged under the 2007 Credit Facility served as collateral in the aggregate amount of $100,000.
 
12 - ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
 
The components of AOCI included in the accompanying condensed consolidated balance sheets consist of net unrealized gain (loss) on cash flow hedges and net unrealized gain on investments in Jinhui stock as of March 31, 2013 and December 31, 2012.
 
Changes in AOCI by Component
For the Three-Month Period Ended March 31, 2013

 	 	Net Unrealized
Gain (Loss) on
Cash Flow
Hedges	 	Net Unrealized
Gain
on
Investments	 	Total	 	
AOCI — January 1, 2013	 	$	(16,057	)	$	4,216	 	$	(11,841	)	
 	 	 	 	 	 	 	 	
OCI before reclassifications	 	4,740	 	9,603	 	14,343	 	
Amounts reclassified from AOCI	 	(2,439	)	—	 	(2,439	)	
Net current-period OCI	 	2,301	 	9,603	 	11,904	 	
 	 	 	 	 	 	 	 	
AOCI — March 31, 2013	 	$	(13,756	)	$	13,819	 	$	63	 	
 
Reclassifications Out of AOCI
For the Three-Month Period Ended March 31, 2013

Details about AOCI Components	 	Amount
Reclassified from
AOCI	 	Affected Line Item in
the Statement Where
Net Loss is Presented	 	
Gains and losses on cash flow hedges	 	 	 	 	 	
Interest rate contracts	 	$	2,439	 	Interest expense	 	
 	 	 	 	 	 	
Total reclassifications for the period	 	$	2,439	 	 	 	
 
13 - FAIR VALUE OF FINANCIAL INSTRUMENTS
 
The fair values and carrying values of the Company’s financial instruments at March 31, 2013 and December 31, 2012 which are required to be disclosed at fair value, but not recorded at fair value, are noted below.

 	 	March 31, 2013	 	December 31, 2012	 	
 	 	Carrying
Value	 	Fair Value	 	Carrying
Value	 	Fair Value	 	
Cash and cash equivalents	 	$	55,049	 	$	55,049	 	$	72,600	 	$	72,600	 	
Restricted cash	 	10,150	 	10,150	 	10,150	 	10,150	 	
Floating rate debt	 	1,413,439	 	1,413,439	 	1,413,439	 	1,413,439	 	
2010 Notes	 	112,097	 	42,500	 	110,918	 	44,375	 	

The fair value of the floating rate debt under the 2007 Credit Facility, $100 Million Term Loan Facility and $253 Million Term Loan Facility are based on management’s estimate utilizing rates the Company obtained on  August 1, 2012 when the Company entered into agreements to amend or waive certain provisions of these credit facilities.  The fair value of the 2010 Baltic Trading Credit Facility is based on management’s estimates of rates it could obtain.   Additionally, the Company considers its creditworthiness in determining the fair value of floating rate debt under the credit facilities.  The carrying value approximates the fair market value for these floating rate loans.  The fair value of the convertible senior notes payable represents the market value based on recent transactions of the 2010 Notes at March 31, 2013 and December 31, 2012 without bifurcating the value of the conversion option.  The fair value of the interest rate swaps is the estimated amount the Company would receive to terminate the swap agreements at the
 
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reporting date, taking into account current interest rates and the creditworthiness of both the swap counterparty and the Company.  The carrying amounts of the Company’s other financial instruments at March 31, 2013 and December 31, 2012 (principally Due from charterers and Accounts payable and accrued expenses), approximate fair values because of the relatively short maturity of these instruments.
 
The Accounting Standards Codification 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 generally 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.
 
As of March 31, 2013 and December 31, 2012, the fair values of the Company’s financial assets and liabilities are categorized as follows:

 	 	March 31, 2013	 	
 	 	Total	 	Quoted
Market
Prices in
Active
Markets
(Level 1)	 	Significant
Other
Observable
Inputs
(Level 2)	 	
Investments	 	$	30,591	 	$	30,591	 	$	—	 	
Derivative instruments — liability position	 	13,754	 	—	 	13,754	 	

 	 	December 31, 2012	 	
 	 	Total	 	Quoted
Market
Prices in
Active
Markets
(Level 1)	 	Significant
Other
Observable
Inputs
(Level 2)	 	
Investments	 	$	20,988	 	$	20,988	 	$	—	 	
Derivative instruments — liability position	 	16,052	 	—	 	16,052	 	

The Company holds an investment in the capital stock of Jinhui , which is classified as a long-term investment.  The stock of Jinhui is publicly traded on the Oslo Stock Exchange and is considered a Level 1 item.  The Company’s interest rate derivative instruments are pay-fixed, receive-variable interest rate swaps based on LIBOR.  The Company has elected to use the income approach to value the derivatives, using observable Level 2 market inputs at measurement date and standard valuation techniques to convert future amounts to a single present amount assuming that participants are motivated, but not compelled to transact.  Level 2 inputs for the valuations are limited to quoted prices for similar assets or liabilities in active markets (specifically futures contracts on LIBOR for the first two years) and inputs other than quoted prices that are observable for the asset or liability (specifically LIBOR cash and swap rates and credit risk at commonly quoted intervals).  Mid-market pricing is used as a practical expedient for fair value measurements.  Refer to Note 11 — Interest Rate Swap Agreements for further information regarding the Company’s interest rate swap agreements.  ASC 820-10 states that the fair value measurement of an asset or liability must reflect the nonperformance risk of the entity and the counterparty. Therefore, the impact of the counterparty’s creditworthiness when in an asset position and the Company’s creditworthiness when in a liability position have also been factored into the fair value measurement of the derivative instruments.  This credit valuation adjustment did not have a material impact on the fair value measurement of the derivative instruments.   As of March 31, 2013, both the counterparty and the Company are expected to continue to perform under the contractual terms of the instruments. Cash and cash equivalents and restricted cash are considered Level 1 items as they represent
 
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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 transaction amongst third parties. The 2010 Notes are publicly traded in the over-the-counter market; however they are not considered to be actively traded. As such, the 2010 Notes are considered to be a Level 2 item.
 
14 - PREPAID EXPENSES AND OTHER CURRENT AND NONCURRENT ASSETS
 
Prepaid expenses and other current assets consist of the following:

 	 	March 31, 2013	 	December
31, 2012	 	
Lubricant inventory, fuel oil and diesel oil inventory and other stores	 	$	10,497	 	$	10,322	 	
Prepaid items	 	6,547	 	5,067	 	
Insurance receivable	 	1,708	 	1,817	 	
Other	 	1,575	 	940	 	
Total prepaid expenses and other current assets	 	$	20,327	 	$	18,146	 	
 
Other noncurrent assets in the amount of $514 at March 31, 2013 and December 31, 2012 represents the security deposit related to the operating lease entered into effective April 4, 2011. Refer to Note 19 — Commitments and Contingencies for further information related to the lease agreement.
 
15 - OTHER ASSETS, NET
 
Other assets consist of deferred financing costs, which include fees, commissions and legal expenses associated with securing loan facilities and other debt offerings and amending existing loan facilities. Total net deferred financing costs consist of the following as of March 31, 2013 and December 31, 2012:

 	 	March 31, 2013	 	December
31, 2012	 	
 	 	 	 	 	 	
2007 Credit Facility	 	$	29,568	 	$	29,568	 	
$100 Million Term Loan Facility	 	1,783	 	1,783	 	
$253 Million Term Loan Facility	 	4,708	 	4,708	 	
2010 Notes	 	3,637	 	3,637	 	
2010 Baltic Trading Credit Facility	 	3,027	 	3,027	 	
Total deferred financing costs	 	42,723	 	42,723	 	
Less: accumulated amortization	 	14,997	 	13,162	 	
Total	 	$	27,726	 	$	29,561	 	
 
Amortization expense for deferred financing costs for the three months ended March 31, 2013 and 2012 was $1,835 and $980, respectively.  This amortization expense is recorded as a component of interest expense in the Condensed Consolidated Statements of Operations.
 
16 - FIXED ASSETS
 
Fixed assets consist of the following:

 	 	March 31, 2013	 	December
31, 2012	 	
Fixed assets, at cost:	 	 	 	 	 	
Vessel equipment	 	$	3,105	 	$	3,043	 	
Leasehold improvements	 	3,823	 	3,823	 	
Furniture and fixtures	 	997	 	997	 	
Computer equipment	 	706	 	706	 	
Total costs	 	8,631	 	8,569	 	
Less: accumulated depreciation and amortization	 	3,539	 	3,311	 	
Total	 	$	5,092	 	$	5,258	 	
 
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Depreciation and amortization expense for fixed assets for the three months ended March 31, 2013 and 2012 was $228 and $198, respectively.
 
17 — ACCOUNTS PAYABLE AND ACCRUED EXPENSES
 
Accounts payable and accrued expenses consist of the following:

 	 	March 31, 2013	 	December
31, 2012	 	
Accounts payable	 	$	5,330	 	$	4,477	 	
Accrued general and administrative expenses	 	7,630	 	8,803	 	
Accrued vessel operating expenses	 	10,873	 	10,387	 	
Total	 	$	23,833	 	$	23,667	 	
 
18 - REVENUE FROM TIME CHARTERS
 
Total voyage revenue earned on time charters, including revenue earned in vessel pools 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, 2013 and 2012 was $39,676 and $59,025, respectively.  There was no profit sharing revenue earned during the three months ended March 31, 2013 and 2012.  Future minimum time charter revenue, based on vessels committed to noncancelable time charter contracts as of May 1, 2013 is expected to be $14,645 for the remainder of 2013 and $3,512 during 2014, assuming off-hire due to any scheduled drydocking and that no additional off-hire time is incurred.  For most drydockings, the Company assumes twenty days of offhire.  Future minimum revenue excludes revenue earned for the five vessels currently in pool arrangements, vessels that are currently on or will be on spot market-related time charters, as spot rates cannot be estimated, as well as profit sharing revenue.
 
19 - COMMITMENTS AND CONTINGENCIES
 
In September 2005, the Company entered into a 15-year lease for office space in New York, New York for which there was a free rental period from September 1, 2005 to July 31, 2006.  On January 6, 2012, the Company ceased the use of this space and has recorded net rent expense of $109 and $399 during the three months ended March 31, 2013 and 2012, respectively, representing the present value of the Company’s estimated remaining rent expense for the duration of the lease after taking into account estimated future sublease income and deferred rent on the facility.  The current lease obligations related to this lease agreement as of March 31, 2013 and December 31, 2012 of $614 and $682, respectively, are recorded in the condensed consolidated balance sheet in Current portion of lease obligations.  The long-term lease obligations related to this lease agreement as of March 31, 2013 and December 31, 2012 of $720 and $672, respectively, are recorded in the condensed consolidated balance sheet in Long-term lease obligations.
 
Future minimum rental payments on the above lease for the next five years and thereafter are as follows: $388 for the remainder of 2013, $518 annually for 2014 through 2015, $529 for 2016, $550 for 2017 and a total of $1,972 for the remaining term of the lease.
 
Effective April 4, 2011, the Company entered into a seven-year sub-sublease agreement for additional office space in New York, New York.  The term of the sub-sublease commenced June 1, 2011, with a free base rental period until October 31, 2011. Following the expiration of the free base rental period, the monthly base rental payments will be $82 per month until May 31, 2015 and thereafter will be $90 per month until the end of the seven-year term.  Pursuant to the sub-sublease agreement, the sublessor is obligated to contribute $472 toward the cost of the Company’s alterations to the sub-subleased office space.  The Company has also entered into a direct lease with the over-landlord of such office space that will commence immediately upon the expiration of such sub-sublease agreement, for a term covering the period from May 1, 2018 to September 30, 2025; the direct lease provides for a free base rental period from May 1, 2018 to September 30, 2018.  Following the expiration of the free base rental period, the monthly base rental payments will be $186 per month from October 1, 2018 to April 30, 2023 and $204 per month from May 1, 2023 to September 30, 2025.  For accounting purposes, the sub-sublease agreement and direct lease agreement with the landlord constitutes one lease agreement.  As a result of the straight-line rent calculation generated by the free rent period and the tenant work credit, the monthly straight-line rental expense for the term of the entire lease from June 1, 2011 to September 30, 2025 will be $130.  The Company had a long-term lease obligation at March 31, 2013 and December 31, 2012 of $1,938 and $1,793, respectively.  Rent expense pertaining to this lease for the three months ended March 31, 2013 and 2012 was $389 and $390, respectively.
 
Future minimum rental payments on the above lease for the next five years and thereafter are as follows: $736 for the remainder of 2013, $982 for 2014, $1,037 for 2015, $1,076 annually for 2016 and 2017 and a total of $16,506 for the remaining term of the lease.
 
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20 - NONVESTED STOCK AWARDS
 
The table below summarizes the Company’s nonvested stock awards for the three months ended March 31, 2013 under the Genco Shipping & Trading Limited 2005 and 2012 Equity Incentive Plans (the “GS&T Plans”):

 	 	Number of
Shares	 	Weighted
Average Grant
Date Price	 	
Outstanding at January 1, 2013	 	1,108,762	 	$	9.47	 	
Granted	 	—	 	—	 	
Vested	 	—	 	—	 	
Forfeited	 	(6,750	)	7.02	 	
 	 	 	 	 	 	
Outstanding at March 31, 2013	 	1,102,012	 	$	9.48	 	
 
There were no shares that vested under the GS&T Plans during the three months ended March 31, 2013 and 2012.
 
For the three months ended March 31, 2013 and 2012, the Company recognized nonvested stock amortization expense for the GS&T Plans, which is included in general, administrative and management fees, as follows:

 	 	Three Months Ended
March 31,	 	
 	 	2013	 	2012	 	
General, administrative and management fees	 	$	769	 	$	1,078	 	

The fair value of nonvested stock at the grant date is equal to the closing stock price on that date.  The Company is amortizing these grants over the applicable vesting periods, net of anticipated forfeitures.  As of March 31, 2013, unrecognized compensation cost of $4,314 related to nonvested stock will be recognized over a weighted-average period of 2.98 years.
 
The following table presents a summary of Baltic Trading’s nonvested stock awards for the three months ended March 31, 2013 under the Baltic Trading Limited 2010 Equity Incentive Plan (the “Baltic Trading Plan”):

 	 	Number of Baltic
Trading
Common
Shares	 	Weighted
Average Grant
Date Price	 	
Outstanding at January 1, 2013	 	664,249	 	$	7.70	 	
Granted	 	—	 	—	 	
Vested	 	(116,500	)	14.00	 	
Forfeited	 	—	 	—	 	
 	 	 	 	 	 	
Outstanding at March 31, 2013	 	547,749	 	$	6.37	 	
 
The total fair value of shares that vested under the Baltic Trading Plan during the three months ended March 31, 2013 and 2012 was $454 and $457, 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.
 
For the three months ended March 31, 2013 and 2012, the Company recognized nonvested stock amortization expense for the Baltic Trading Plan, which is included in general, administrative and management fees, as follows:

 	 	Three Months Ended
March 31,	 	
 	 	2013	 	2012	 	
General, administrative and management fees	 	$	464	 	$	572	 	

The Company is amortizing Baltic Trading’s grants over the applicable vesting periods, net of anticipated forfeitures.  As of March 31, 2013, unrecognized compensation cost of $1,431 related to nonvested stock will be recognized over a weighted-average period of 2.41 years.
 
21 - SHARE REPURCHASE PROGRAM
 
Since the inception of its share repurchase program through March 31, 2013, the Company has repurchased and retired 278,300 shares of its common stock for $11,500.  Currently, the terms of the 2007 Credit Facility require the Company to suspend all share repurchases until the Company can represent that it is in a position to again satisfy the collateral maintenance covenant.  No share repurchases were made during the three months ended March 31, 2013 and 2012.
 
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22 - 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.
 
23 - SUBSEQUENT EVENTS
 
On April 30, 2013, Baltic Trading declared a dividend of $0.01 per share to be paid on or about May 20, 2013 to shareholders of record as of May 13, 2013.  The aggregate amount of the dividend is expected to be approximately $230, of which approximately $173 will be paid to minority shareholders, which Baltic Trading anticipates will be funded from cash on hand at the time payment is to be made.
 
ITEM 2 .                         MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 
 
This report contains forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements use words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” and other words and terms of similar meaning in connection with a discussion of potential future events, circumstances or future operating or financial performance.  These forward-looking statements are based on management’s current expectations and observations. Included among the factors that, in our view, could cause actual results to differ materially from the forward looking statements contained in this report are the following: (i) declines in demand or rates in the drybulk shipping industry; (ii) prolonged weakness in drybulk shipping rates; (iii) changes in the supply of or demand for drybulk products, generally or in particular regions; (iv) changes in the supply of drybulk carriers including newbuilding of vessels or lower than anticipated scrapping of older vessels; (v) changes in rules and regulations applicable to the cargo industry, including, without limitation, legislation adopted by international organizations or by individual countries and actions taken by regulatory authorities; (vi) increases in costs and expenses including but not limited to: crew wages, insurance, provisions, repairs, maintenance and general, administrative and management fee expenses; (vii) whether our insurance arrangements are adequate; (viii) changes in general domestic and international political conditions; (ix) acts of war, terrorism, or piracy; (x) changes in the condition of the our vessels or applicable maintenance or regulatory standards (which may affect, among other things, our anticipated drydocking or maintenance and repair costs) and unanticipated drydock expenditures; (xi) our acquisition or disposition of vessels; (xii) the amount of offhire time needed to complete repairs on vessels and the timing and amount of any reimbursement by our insurance carriers for insurance claims, including offhire days; (xiii) the completion of definitive documentation with respect to time charters; (xiv) charterers’ compliance with the terms of their charters in the current market environment; and other factors listed from time to time in our filings with the Securities and Exchange Commission, including, without limitation, our Annual Report on Form 10-K for the year ended December 31, 2012 and subsequent reports on Form 8-K and Form 10-Q .
 
The following management’s discussion and analysis should be read in conjunction with our historical consolidated financial statements and the related notes included in this Form 10-Q.
 
General
 
We are a Marshall Islands company that transports iron ore, coal, grain, steel products and other drybulk cargoes along worldwide shipping routes through the ownership and operation of drybulk carrier vessels.  Excluding vessels of Baltic Trading Limited (“Baltic Trading”), our fleet currently consists of nine Capesize, eight Panamax, 17 Supramax, six Handymax and 13 Handysize drybulk carriers, with an aggregate carrying capacity of approximately 3,810,000 dwt, and the average age of our fleet is approximately 8.0 years, as compared to the average age for the world fleet of approximately 10 years for the drybulk shipping segments in which we compete.  We seek to deploy our vessels on time charters, spot market-related time charters or in vessel pools trading in the spot market, to reputable charterers, including Cargill International S.A., Pacific Basin Chartering Ltd., Swissmarine Services S.A., Klaveness Chartering and LB/IVS Pool, in which Lauritzen Bulkers A/S acts as the pool manager.  The majority of the vessels in our current fleet are presently engaged under time charter and spot market-related time charter contracts that expire (assuming the option periods in the time charters are not exercised) between May 2013 and November 2015.
 
In addition, Baltic Trading’s fleet currently consists of two Capesize, four Supramax and three Handysize drybulk carriers with an aggregate carrying capacity of approximately 672,000 dwt.
 
See pages 30 - 34 for a table of all vessels that have been delivered to us, including Baltic Trading’s vessels.
 
If market conditions improve, we may acquire additional modern, high-quality drybulk carriers through timely and selective acquisitions of vessels in a manner that is accretive to our cash flow.  If we make acquisitions of additional vessels, we may consider additional debt and equity financing alternatives from time to time.
 
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Our management team and our other employees are responsible for the commercial and strategic management of our fleet. Commercial management includes the negotiation of charters for vessels, managing the mix of various types of charters, such as time charters, voyage charters and spot market-related time charters, and monitoring the performance of our vessels under their charters. Strategic management includes locating, purchasing, financing and selling vessels. We currently contract with three independent technical managers to provide technical management of our fleet at a lower cost than we believe would be possible in-house. Technical management involves the day-to-day management of vessels, including performing routine maintenance, attending to vessel operations and arranging for crews and supplies. Members of our New York City-based management team oversee the activities of our independent technical managers.
 
Baltic Trading, formerly our wholly-owned subsidiary, completed its initial public offering, or IPO, on March 15, 2010.  As of March 31, 2013, our wholly-owned subsidiary Genco Investments LLC owned 5,699,088 shares of Baltic Trading’s Class B Stock, which represents a 24.78% ownership interest in Baltic Trading at March 31, 2013 and 83.17% of the aggregate voting power of Baltic Trading’s outstanding shares of voting stock.  Baltic Trading is consolidated as we control a majority of the voting interest in Baltic Trading.  Management’s discussion and analysis of our results of operations and financial condition in this section includes the results of Baltic Trading.
 
We entered into a long-term management agreement (the “Management Agreement”) with Baltic Trading pursuant to which we apply our expertise and experience in the drybulk industry to provide Baltic Trading with commercial, technical, administrative and strategic services.  The Management Agreement is for an initial term of approximately 15 years and will automatically renew for additional five-year periods unless terminated in accordance with its terms.  Baltic Trading will pay us for the services we provide it as well as reimburse us for our costs and expenses incurred in providing certain of these services.  Management fee income we earn from the Management Agreement net of any allocated shared expenses, such as salary, office expenses and other general and administrative fees, will be taxable to us.  Upon consolidation with Baltic Trading, any management fee income earned is eliminated for financial reporting purposes.
 
We provide technical services for drybulk vessels purchased by Maritime Equity Partners LLC (“MEP”) under an agency agreement between us and MEP.  These services include oversight of crew management, insurance, drydocking, ship operations and financial statement preparation, but do not include chartering services.  The services are provided for a fee of $750 per ship per day plus reimbursement of out-of-pocket costs and will be provided for an initial term of one year.  MEP has the right to cancel provision of services on 60 days’ notice with payment of a one-year termination fee upon a change of our control.  We may terminate provision of the services at any time on 60 days’ notice.  Peter C. Georgiopoulos, our Chairman of the Board of Directors, controls and has a minority interest in MEP.  This arrangement was approved by an independent committee of our Board of Directors.
 
During January 2011, the Genco Success, a 1997-built Handymax vessel, was on charter to Korea Line Corporation (“KLC”) when KLC filed for a rehabilitation application.  On July 3, 2012, the original rehabilitation plan submitted by KLC was approved by the South Korean courts.  As part of the original rehabilitation process, our claim of approximately $0.8 million would be settled in the following manner:  37%, or approximately $0.3 million, would be paid in cash in annual installments on December 30 th  of each year from 2012 through 2021 ranging in percentages from 0.5 to 43; the remaining 63%, or approximately $0.5 million, would be converted to KLC shares at a specified value per share.  During the year ended December 31, 2012, we recorded two-thousand dollars as other operating income which represents the portion (0.5%) of the cash settlement that was due on December 30, 2012.  On March 28, 2013, an amended rehabilitation plan was approved by the South Korean courts which provided that 1/10 of the 37% of the claim originally approved for cash payment would be paid in cash over a period of nine years from 2013 through 2021 ranging in percentages from 3 to 30; the remaining 9/10 of the 37% of the claim originally approved for cash payment would be converted to KLC shares at a specified value per share.  As a result of this amendment, the total approved cash settlement has decreased from approximately $0.3 million to approximately thirty thousand dollars due during 2013 through 2021.
 
Factors Affecting Our Results of Operations
 
We believe that the following table reflects important measures for analyzing trends in our results of operations.  The table reflects our ownership days, available days, operating days, fleet utilization, TCE rates and daily vessel operating expenses for the three months ended March 31, 2013 and 2012 on a consolidated basis, which includes the operations of Baltic Trading.
 
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 	 	For the Three Months Ended March 31,	 	Increase	 	 	 	
 	 	2013	 	2012	 	(Decrease)	 	% Change	 	
Fleet Data:	 	 	 	 	 	 	 	 	 	
Ownership days (1) 	 	 	 	 	 	 	 	 	 	
Capesize	 	990.0	 	1,001.0	 	(11.0	)	(1.1	)%	
Panamax	 	720.0	 	728.0	 	(8.0	)	(1.1	)%	
Supramax	 	1,890.0	 	1,911.0	 	(21.0	)	(1.1	)%	
Handymax	 	540.0	 	546.0	 	(6.0	)	(1.1	)%	
Handysize	 	1,440.0	 	1,456.0	 	(16.0	)	(1.1	)%	
 	 	 	 	 	 	 	 	 	 	
Total	 	5,580.0	 	5,642.0	 	(62.0	)	(1.1	)%	
 	 	 	 	 	 	 	 	 	 	
Available days (2) 	 	 	 	 	 	 	 	 	 	
Capesize	 	973.6	 	983.7	 	(10.1	)	(1.0	)%	
Panamax	 	720.0	 	682.9	 	37.1	 	5.4	%	
Supramax	 	1,862.4	 	1,855.1	 	7.3	 	0.4	%	
Handymax	 	534.7	 	519.7	 	15.0	 	2.9	%	
Handysize	 	1,424.5	 	1,456.0	 	(31.5	)	(2.2	)%	
 	 	 	 	 	 	 	 	 	 	
Total	 	5,515.2	 	5,497.4	 	17.8	 	0.3	%	
 	 	 	 	 	 	 	 	 	 	
Operating days (3) 	 	 	 	 	 	 	 	 	 	
Capesize	 	972.1	 	983.7	 	(11.6	)	(1.2	)%	
Panamax	 	705.7	 	680.3	 	25.4	 	3.7	%	
Supramax	 	1,856.1	 	1,844.0	 	12.1	 	0.7	%	
Handymax	 	529.0	 	505.4	 	23.6	 	4.7	%	
Handysize	 	1,413.3	 	1,444.5	 	(31.2	)	(2.2	)%	
 	 	 	 	 	 	 	 	 	 	
Total	 	5,476.2	 	5,457.9	 	18.3	 	0.3	%	
 	 	 	 	 	 	 	 	 	 	
Fleet utilization (4) 	 	 	 	 	 	 	 	 	 	
Capesize	 	99.8	%	100.0	%	(0.2	)%	(0.2	)%	
Panamax	 	98.0	%	99.6	%	(1.6	)%	(1.6	)%	
Supramax	 	99.7	%	99.4	%	0.3	%	0.3	%	
Handymax	 	98.9	%	97.2	%	1.7	%	1.7	%	
Handysize	 	99.2	%	99.2	%	—	 	—	 	
Fleet average	 	99.3	%	99.3	%	—	 	—	 	

 	 	For the Three Months Ended March 31,	 	Increase	 	 	 	
 	 	2013	 	2012	 	(Decrease)	 	% Change	 	
 	 	(U.S. dollars)	 	 	 	 	 	
Average Daily Results:	 	 	 	 	 	 	 	 	 	
Time Charter Equivalent (5) 	 	 	 	 	 	 	 	 	 	
Capesize	 	$	5,796	 	$	15,488	 	$	(9,692	)	(62.6	)%	
Panamax	 	6,622	 	13,108	 	(6,486	)	(49.5	)%	
Supramax	 	7,703	 	10,098	 	(2,395	)	(23.7	)%	
Handymax	 	6,903	 	6,990	 	(87	)	(1.2	)%	
Handysize	 	6,988	 	7,597	 	(609	)	(8.0	)%	
 	 	 	 	 	 	 	 	 	 	
Fleet average	 	6,963	 	10,480	 	(3,517	)	(33.6	)%	
 	 	 	 	 	 	 	 	 	 	
Daily vessel operating expenses (6) 	 	 	 	 	 	 	 	 	 	
Capesize	 	$	5,675	 	$	5,291	 	$	384	 	7.3	%	
Panamax	 	5,219	 	4,841	 	378	 	7.8	%	
Supramax	 	4,725	 	4,753	 	(28	)	(0.6	)%	
Handymax	 	4,545	 	6,013	 	(1,468	)	(24.4	)%	
Handysize	 	4,417	 	4,566	 	(49	)	(3.3	)%	
 	 	 	 	 	 	 	 	 	 	
Fleet average	 	4,860	 	4,933	 	(73	)	(1.5	)%	

Definitions
 
In order to understand our discussion of our results of operations, it is important to understand the meaning of the following terms used in our analysis and the factors that influence our results of operations.
 
(1) Ownership days .  We define ownership days as the aggregate number of days in a period during which each vessel in our fleet has been owned by us. Ownership days are an indicator of the size of our fleet over a period and affect both the amount of revenues and the amount of expenses that we record during a period.
 
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(2) Available days .  We define available days as the number of our ownership days in a period less the aggregate number of days that our vessels are off-hire due to scheduled repairs or repairs under guarantee, vessel upgrades or special surveys and the aggregate amount of time that we spend positioning our vessels between time charters. Companies in the shipping industry generally use available days to measure the number of days in a period during which vessels should be capable of generating revenues.
 
(3) Operating days .  We define operating days as the number of our available days in a period less the aggregate number of days that our vessels are off-hire due to unforeseen circumstances. The shipping industry uses operating days to measure the aggregate number of days in a period during which vessels actually generate revenues.
 
(4) Fleet utilization .  We calculate fleet utilization by dividing the number of our operating days during a period by the number of our available days during the period. The shipping industry uses fleet utilization to measure a company’s efficiency in finding suitable employment for its vessels and minimizing the number of days that its vessels are off-hire for reasons other than scheduled repairs or repairs under guarantee, vessel upgrades, special surveys or vessel positioning.
 
(5) TCE rates .  We define TCE rates as net voyage revenue (voyage revenues less voyage expenses) divided by the number of our available days during the period, which is consistent with industry standards. TCE rate is a common shipping industry performance measure used primarily to compare daily earnings generated by vessels on time charters with daily earnings generated by vessels on voyage charters, because charterhire rates for vessels on voyage charters are generally not expressed in per-day amounts while charterhire rates for vessels on time charters generally are expressed in such amounts.

 	 	For the Three Months Ended 
 March 31,	 	
 	 	2013	 	2012	 	
 	 	 	 	 	 	
Voyage revenues (in thousands)	 	$	39,676	 	$	59,025	 	
Voyage expenses (in thousands)	 	1,272	 	1,410	 	
 	 	$	38,404	 	$	57,615	 	
Total available days	 	5,515.2	 	5,497.4	 	
Total TCE rate	 	$	6,963	 	$	10,480	 	
 
(6) Daily vessel operating expenses .  We define daily vessel operating expenses as vessel operating expenses divided by ownership days for the period.  Vessel operating expenses include crew wages and related costs, the cost of insurance, expenses relating to repairs and maintenance (excluding drydocking), the costs of spares and consumable stores, tonnage taxes and other miscellaneous expenses.
 
Operating Data

 	 	For the Three Months ended March 31,	 	 	 	 	 	
 	 	2013	 	2012	 	Change	 	% Change	 	
 	 	(U.S. dollars in thousands, except for per share amounts)	 	 	 	
Revenue:	 	 	 	 	 	 	 	 	 	
Voyage revenues	 	$	39,676	 	$	59,025	 	$	(19,349	)	(32.8	)%	
Service revenues	 	810	 	819	 	(9	)	(1.1	)%	
 	 	 	 	 	 	 	 	 	 	
Total revenues	 	40,486	 	59,844	 	(19,358	)	(32.3	)%	
 	 	 	 	 	 	 	 	 	 	
Operating Expenses:	 	 	 	 	 	 	 	 	 	
Voyage expenses	 	1,272	 	1,410	 	(138	)	(9.8	)%	
Vessel operating expenses	 	27,119	 	27,834	 	(715	)	(2.6	)%	
General, administrative and management fees	 	8,191	 	8,696	 	(505	)	(5.8	)%	
Depreciation and amortization	 	34,378	 	34,425	 	(47	)	(0.1	)%	
 	 	 	 	 	 	 	 	 	 	
Total operating expenses	 	70,960	 	72,365	 	(1,405	)	(1.9	)%	
 	 	 	 	 	 	 	 	 	 	
Operating loss	 	(30,474	)	(12,521	)	(17,953	)	143.4	%	
Other expense	 	(21,252	)	(23,591	)	2,339	 	(9.9	)%	
 	 	 	 	 	 	 	 	 	 	
Loss before income taxes	 	(51,726	)	(36,112	)	(15,614	)	43.2	%	
Income tax expense	 	(224	)	(271	)	47	 	(17.3	)%	
 	 	 	 	 	 	 	 	 	 	
Net loss	 	(51,950	)	(36,383	)	(15,567	)	42.8	%	
Less: Net loss attributable to noncontrolling interest	 	(3,787	)	(3,312	)	(475	)	14.3	%	
Net loss attributable to Genco Shipping & Trading Limited	 	$	(48,163	)	$	(33,071	)	$	(15,092	)	45.6	%	
 	 	 	 	 	 	 	 	 	 	
Net loss per share - basic	 	$	(1.12	)	$	(0.87	)	$	(0.25	)	28.7	%	
Net loss per share - diluted	 	$	(1.12	)	$	(0.87	)	$	(0.25	)	28.7	%	
Dividends declared and paid per share	 	$	—	 	$	—	 	$	—	 	—	 	
Weighted average common shares outstanding - basic	 	43,161,510	 	38,090,590	 	5,070,920	 	13.3	%	
Weighted average common shares outstanding - diluted	 	43,161,510	 	38,090,590	 	5,070,920	 	13.3	%	
 	 	 	 	 	 	 	 	 	 	
EBITDA (1) 	 	$	7,710	 	$	25,200	 	$	(17,490	)	(69.4	)%	
 
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(1)          EBITDA represents net (loss) income attributable to Genco Shipping & Trading Limited plus net interest expense, taxes and depreciation and amortization.  EBITDA is included because it is used by management and certain investors as a measure of operating performance. EBITDA is used by analysts in the shipping industry as a common performance measure to compare results across peers.  Our management uses EBITDA as a performance measure in our consolidated internal financial statements, and it is presented for review at our board meetings.  We believe that EBITDA is useful to investors as the shipping industry is capital intensive which often results in significant depreciation and cost of financing.  EBITDA presents investors with a measure in addition to net income to evaluate our performance prior to these costs.  EBITDA is not an item recognized by U.S. GAAP and should not be considered as an alternative to net income, operating income or any other indicator of a company’s operating performance required by U.S. GAAP.  EBITDA is not a measure of liquidity or cash flows as shown in our consolidated statements of cash flows.  The definition of EBITDA used here may not be comparable to that used by other companies.  The foregoing definition of EBITDA differs from the definition of Consolidated EBITDA used in the financial covenants of our 2007 Credit Facility, our $253 Million Term Loan Credit Facility, and our $100 Million Term Loan Credit Facility.  Specifically, Consolidated EBITDA substitutes gross interest expense (which includes amortization of deferred financing costs) for net interest expense used in our definition of EBITDA, includes adjustments for restricted stock amortization and non-cash charges for deferred financing costs related to the refinancing of other credit facilities or any non-cash losses from our investment in Jinhui, and excludes extraordinary gains or losses and gains or losses from derivative instruments used for hedging purposes or sales of assets other than inventory sold in the ordinary course of business.  The following table demonstrates our calculation of EBITDA and provides a reconciliation of EBITDA to net (loss) income attributable to Genco Shipping & Trading Limited for each of the periods presented above:

 	 	For the Three Months Ended March 31,	 	
 	 	2013	 	2012	 	
 	 	 	 	 	 	
Net loss attributable to Genco Shipping & Trading Limited	 	$	(48,163	)	$	(33,071	)	
Net interest expense	 	21,271	 	23,575	 	
Income tax expense	 	224	 	271	 	
Depreciation and amortization	 	34,378	 	34,425	 	
 	 	 	 	 	 	
EBITDA (1) 	 	$	7,710	 	$	25,200	 	
 
Results of Operations
 
The following tables set forth information about the vessels in our fleet, including Baltic Trading’s vessels, as of May 7, 2013:
 
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Genco Shipping & Trading Limited

Vessel	 	Year 
 Built	 	Charterer	 	Charter
Expiration (1)	 	Cash Daily 
 Rate (2)	
 	 	 	 	 	 	 	 	 	
Capesize Vessels	 	 	 	 	 	 	 	 	
Genco Augustus	 	2007	 	Cargill International S.A.	 	February 2014	 	103% of BCI(3)	
Genco Tiberius	 	2007	 	Cargill International S.A.	 	September 2013	 	100% of BCI	
Genco London	 	2007	 	Cargill International S.A.	 	July 2013	 	100% of BCI	
Genco Titus	 	2007	 	Swissmarine Services S.A.	 	June 2013	 	100% of BCI	
Genco Constantine	 	2008	 	Cargill International S.A.	 	October 2013	 	100% of BCI	
Genco Hadrian	 	2008	 	Swissmarine Services S.A.	 	October 2013	 	98.5% of BCI	
Genco Commodus	 	2009	 	Swissmarine Services S.A.	 	February 2014	 	99% of BCI(4)	
Genco Maximus	 	2009	 	Swissmarine Services S.A.	 	December 2013	 	98.5% of BCI	
Genco Claudius	 	2010	 	Swissmarine Services S.A.	 	January 2014	 	98.5% of BCI	
 	 	 	 	 	 	 	 	 	
Panamax Vessels	 	 	 	 	 	 	 	 	
Genco Beauty	 	1999	 	Global Maritime Investments Ltd.	 	June 2013	 	97% of BPI	
Genco Knight	 	1999	 	Swissmarine Services S.A.	 	January 2014	 	98% of BPI(5)	
Genco Leader	 	1999	 	TTMI Sarl	 	December 2013	 	100% of BPI	
Genco Vigour	 	1999	 	Global Maritime Investments Ltd.	 	July 2013	 	97% of BPI(6)	
Genco Acheron	 	1999	 	Global Maritime Investments Ltd.	 	June 2013	 	97% of BPI	
Genco Surprise	 	1998	 	Swissmarine Services S.A.	 	September 2013	 	97% of BPI	
Genco Raptor	 	2007	 	Global Maritime Investments Ltd.	 	June 2013	 	100% of BPI	
Genco Thunder	 	2007	 	Swissmarine Services S.A.	 	June 2013	 	97% of BPI	
 	 	 	 	 	 	 	 	 	
Supramax Vessels	 	 	 	 	 	 	 	 	
Genco Predator	 	2005	 	D’Amico Dry Ltd.	 	May 2013/Oct. 2014	 	103% of BSI/101% of BSI(7)	
Genco Warrior	 	2005	 	Pacific Basin Chartering Ltd.	 	May 2014	 	101% of BSI	
Genco Hunter	 	2007	 	Pacific Basin Chartering Ltd.	 	July 2013	 	105% of BSI	
Genco Cavalier	 	2007	 	Siva Bulk Ltd.	 	May 2013	 	$6,500(8)	
Genco Lorraine	 	2009	 	Pioneer Navigation Ltd.	 	July 2013	 	$9,400	
Genco Loire	 	2009	 	Clipper Bulk Shipping N.V.	 	July 2013	 	$9,950	
Genco Aquitaine	 	2009	 	Klaveness Chartering	 	June 2013	 	$9,350(9)	
Genco Ardennes	 	2009	 	Hamburg Bulk Carriers	 	February 2014	 	$10,250	
Genco Auvergne	 	2009	 	Pioneer Navigation Ltd.	 	July 2014	 	100% of BSI(10)	
Genco Bourgogne	 	2010	 	Thoresen Shipping Singapore PTE Ltd.	 	July 2013	 	$8,000	
Genco Brittany	 	2010	 	D’Amico Dry Ltd.	 	October 2014	 	100% of BSI(11)	
Genco Languedoc	 	2010	 	D’Amico Dry Ltd.	 	January 2015	 	100% of BSI(12)	
Genco Normandy	 	2007	 	Noble Chartering	 	May 2013	 	$9,000(13)	
Genco Picardy	 	2005	 	Pioneer Navigation Ltd.	 	December 2014	 	101% of BSI	
Genco Provence	 	2004	 	Pioneer Navigation Ltd.	 	March 2014	 	101% of BSI	
Genco Pyrenees	 	2010	 	Noble Chartering	 	June 2013	 	$9,000(14)	
Genco Rhone	 	2011	 	Pioneer Navigation Ltd.	 	November 2015	 	100% of BSI(15)	
 	 	 	 	 	 	 	 	 	
Handymax Vessels	 	 	 	 	 	 	 	 	
Genco Success	 	1997	 	ED & F MAN Shipping Ltd.	 	June 2013	 	91.5% of BSI	
Genco Carrier	 	1998	 	Klaveness Chartering	 	June 2013	 	91% of BSI	
Genco Prosperity	 	1997	 	ED & F MAN Shipping Ltd.	 	June 2013	 	$7,000	
Genco Wisdom	 	1997	 	ED & F MAN Shipping Ltd	 	March 2014	 	91.5% of BSI(16)	
Genco Marine	 	1996	 	ED & F MAN Shipping Ltd.	 	May 2013	 	91% of BSI	
Genco Muse	 	2001	 	Pacific Basin Chartering Ltd.	 	April 2014	 	92.5% of BSI(17)	
 	 	 	 	 	 	 	 	 	
Handysize Vessels	 	 	 	 	 	 	 	 	
Genco Explorer	 	1999	 	Lauritzen Bulkers A/S	 	August 2013	 	Spot(18)	
 
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Genco Pioneer	 	1999	 	Lauritzen Bulkers A/S	 	August 2013	 	Spot(18)	
Genco Progress	 	1999	 	Lauritzen Bulkers A/S	 	May 2014	 	Spot(18)	
Genco Reliance	 	1999	 	Lauritzen Bulkers A/S	 	May 2014	 	Spot(18)	
Genco Sugar	 	1998	 	Lauritzen Bulkers A/S	 	May 2014	 	Spot(18)	
Genco Charger	 	2005	 	Pacific Basin Chartering Ltd.	 	February 2015	 	100% of BHSI	
Genco Challenger	 	2003	 	Pacific Basin Chartering Ltd.	 	February 2015	 	100% of BHSI(19)	
Genco Champion	 	2006	 	Pacific Basin Chartering Ltd.	 	August 2015	 	100% of BHSI(20)	
Genco Ocean	 	2010	 	Cargill International S.A.	 	June 2013	 	$8,500-$13,500 with 50% profit sharing(21)	
Genco Bay	 	2010	 	Pacific Basin Chartering Ltd.	 	December 2014	 	107% of BHSI(22)	
Genco Avra	 	2011	 	Cargill International S.A.	 	March 2014	 	$8,500-$13,500 with 50% profit sharing(21)	
Genco Mare	 	2011	 	Cargill International S.A.	 	May 2015	 	115% of BHSI	
Genco Spirit	 	2011	 	Cargill International S.A.	 	September 2014	 	$8,500-$13,500 with 50% profit sharing(21)	

(1) The charter expiration dates presented represent the earliest dates that our charters may be terminated in the ordinary course.  Under the terms of each contract, the charterer is entitled to extend the time charter from two to four months in order to complete the vessel’s final voyage plus any time the vessel has been off-hire.
 
(2) Time charter rates presented are the gross daily charterhire rates before third-party brokerage commissions generally ranging from 1.25% to 6.25%. In a time charter, the charterer is responsible for voyage expenses such as bunkers, port expenses, agents’ fees and canal dues.
 
(3) We have agreed to an extension with Cargill International S.A. on a spot market-related time charter for 10.5 to 14.5 months based on 103% of the Baltic Capesize Index (BCI), published by the Baltic Exchange, as reflected in daily reports.  Hire is paid every 15 days in arrears less a 5.00% third party brokerage commission.  Genco maintains the option to convert to a fixed rate based on Capesize FFA values at 103%.  The extension began on March 1, 2013.
 
(4) We have agreed to an extension with Swissmarine Services S.A. on a spot market-related time charter based on 99% of the BCI, as reflected in daily reports.  Hire is paid every 15 days in arrears less a 5.00% third party brokerage commission.  The minimum and maximum expiration dates of the time charter are February 15, 2014 and May 15, 2014, respectively.  Genco maintains the option to convert to a fixed rate based on Capesize FFA values at 99%.  The extension is expected to begin on or about May 16, 2013.
 
(5) We have agreed to an extension with Swissmarine Services S.A. on a spot market-related time charter based on 98% of the Baltic Panamax Index (BPI), published by the Baltic Exchange, as reflected in daily reports.  Hire is paid every 15 days in arrears less a 5.00% third party brokerage commission.  The minimum and maximum expiration dates of the time charter are January 1, 2014 and April 1, 2014, respectively.  Genco maintains the option to convert to a fixed rate based on Panamax FFA values at 98%.  The extension began on March 9, 2013.
 
(6) We have agreed to an extension with Global Maritime Investments Ltd. on a spot market-related time charter for one trip from the east coast of South America to Europe based on Baltic Panamax Index (BPI) route 1A, published by the Baltic Exchange, as reflected in daily reports.  Thereafter, the vessel is expected to travel to the Far East and earn a hire rate based on 100% of the BPI.  Hire is paid every 15 days in arrears less a 5.00% third party brokerage commission.  The extension began on May 4, 2013.
 
(7) We have agreed to an extension with D’Amico Dry Ltd. on a spot market-related time charter based on 101% of the Baltic Supramax Index (BSI), published by the Baltic Exchange, as reflected in daily reports.  Hire is paid every 15 days in arrears less a 5.00% third party brokerage commission.  The minimum and maximum expiration dates of the time charter are October 7, 2014 and January 7, 2015, respectively.  Genco maintains the option to convert to a fixed rate based on Supramax FFA values at 101%.  The extension is expected to begin on or about May 11, 2013.
 
(8) We have reached an agreement with Siva Bulk Ltd. on a time charter for approximately 25 days at a rate of $6,500 per day.  Hire is paid every 15 days in advance less a 5.00% third party brokerage commission.  The vessel delivered to charterers on April 23, 2013. The vessel was previously fixed with DHL Project & Chartering Ltd. for $7,000 per day.
 
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(9) We have reached an agreement with Klaveness Chartering on a time charter for 3 to 5.5 months at a rate of $9,350 per day.  Hire is paid every 15 days in advance less a 5.00% third party brokerage commission.  The vessel delivered to charterers on March 29, 2013.
 
(10) We have reached an agreement with Pioneer Navigation Ltd. on a spot market-related time charter based on 100% of the BSI, as reflected in daily reports, except for the initial 30 days in which the hire rate is based on the average of the Baltic Supramax S2 and S3 routes.  Hire is paid every 15 days in arrears less a 5.00% third party brokerage commission.  The minimum and maximum expiration dates of the time charter are July 1, 2014 and October 1, 2014, respectively.  Genco maintains the option to convert to a fixed rate based on Supramax FFA values at 100%.  The vessel delivered to charterers on April 17, 2013.
 
(11) We have agreed to an extension with D’Amico Dry Ltd. on a spot market-related time charter based on 100% of the BSI, as reflected in daily reports.  Hire is paid every 15 days in arrears less a 5.00% third party brokerage commission.  The minimum and maximum expiration dates of the time charter are October 1, 2014 and January 1, 2015, respectively.  Genco maintains the option to convert to a fixed rate based on Supramax FFA values at 100%.  The extension began on April 9, 2013.
 
(12) We have reached an agreement with D’Amico Dry Ltd. on a spot market-related time charter based on 100% of the BSI, as reflected in daily reports, except for the initial 35 days in which the hire rate will be based on the average of the Baltic Supramax S2 and S3 routes.  Hire is paid every 15 days in arrears less a 5.00% third party brokerage commission.  The minimum and maximum expiration dates of the time charter are January 5, 2015 and March 5, 2015, respectively.  Genco maintains the option to convert to a fixed rate based on Supramax FFA values at 100%.  The vessel delivered to charterers on March 4, 2013.
 
(13) We have reached an agreement with Noble Chartering on a time charter for approximately 20 days at a rate of $9,000 per day.  Hire is paid every 15 days in advance less a 5.00% third party brokerage commission.  The vessel delivered to charterers on April 26, 2013.
 
(14) We have reached an agreement with Noble Chartering on a time charter for approximately 50 days at a rate of $9,000 per day.  Hire is paid every 15 days in advance less a 5.00% third party brokerage commission.  The vessel delivered to charterers on May 7, 2013 after repositioning.  A ballast bonus was awarded after the repositioning period.  The vessel redelivered from Navig8 Inc. on April 20, 2013.
 
(15) We have reached an agreement with Pioneer Navigation Ltd. on a spot market-related time charter based on 100% of the BSI, as reflected in daily reports, except for the initial 33 days in which the hire rate is based on the average of the Baltic Supramax S2 and S3 routes.  Hire is paid every 15 days in arrears less a 5.00% third party brokerage commission.  The minimum and maximum expiration dates of the time charter are November 1, 2015 and March 1, 2016, respectively.  Genco maintains the option to convert to a fixed rate based on Supramax FFA values at 100%.  The vessel delivered to charterers on March 6, 2013.
 
(16) We have reached an agreement with ED & F MAN Shipping Ltd. on a spot market-related time charter for 11 to 13.5 months based on 91.5% of the BSI, as reflected in daily reports, except for the initial 30 days in which the hire rate will be based on 91.5% of the average of the Baltic Supramax S2 and S3 routes.  Hire is paid every 15 days in arrears less a 5.00% third party brokerage commission.  Genco maintains the option to convert to a fixed rate based on Supramax FFA values at 91.5%.  The vessel delivered to charterers on April 21, 2013.
 
(17) We have reached an agreement with Pacific Basin Chartering Ltd. on a spot market-related time charter based on 92.5% of the BSI, as reflected in daily reports, except for the initial 30 days in which the hire rate will be based on 92.5% of the average of the Baltic Supramax S2 and S3 routes.  Hire is paid every 15 days in arrears less a 5.00% third party brokerage commission.  The minimum and maximum expiration dates of the time charter are April 23, 2014 and July 23, 2014, respectively.  Genco maintains the option to convert to a fixed rate based on Supramax FFA value at 92.5%.  The vessel delivered to charterers on April 13, 2013 after repositioning.  The vessel’s previous time charter ended on April 8, 2013.
 
(18) We have reached an agreement to enter these vessels into the LB/IVS Pool whereby Lauritzen Bulkers A/S acts as the pool manager. We can withdraw up to two vessels with three months’ notice and the remaining three vessels with 12 months’ notice.
 
(19) We have reached an agreement with Pacific Basin Chartering Ltd. on a spot market-related time charter for 23 to 27 months based on 100% of the Baltic Handysize Index (BHSI), as published by the Baltic Exchange, as reflected in daily reports.  Hire is paid every 15 days in arrears less a 5.00% third party brokerage commission.  Genco maintains the option to convert to a fixed rate based on Handysize FFA values at 100%.  The vessel delivered to charterers on March 13, 2013 after completion of drydock for scheduled repairs.
 
(20) We have agreed to an extension with Pacific Basin Chartering Ltd. on a spot market-related time charter based on 100% of the BHSI, as reflected in daily reports.  Hire is paid every 15 days in arrears less a 5.00% third party brokerage commission.  The minimum and maximum expiration dates of the time charter are August 10, 2015 and November 10, 2015, respectively.  Genco maintains the option to convert to a fixed rate based on Handysize FFA values at 100%.  The extension began on April 15, 2013.
 
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(21) The rate for the spot market-related time charter is linked with a floor of $8,500 and a ceiling of $13,500 daily with a 50% profit sharing arrangement to apply to any amount above the ceiling. The rate is based on 115% of the average of the daily rates of the BHSI, as reflected in daily reports. Hire is paid every 15 days in advance net of a 5.00% third party brokerage commission.  These vessels were acquired with existing time charters with below-market rates. For these below-market time charters, Genco allocates the purchase price between the respective vessels and an intangible liability for the value assigned to the below-market charter-hire. This intangible liability is amortized as an increase to voyage revenues over the minimum remaining terms of the applicable charters, at which point the respective liabilities will be amortized to zero and the vessels will begin earning the ‘‘Cash Daily Rate.’’ For cash flow purposes, Genco will continue to receive the rate presented in the ‘‘Cash Daily Rate’’ column until the charter expires.  Specifically, for the Genco Spirit, Genco Avra and Genco Ocean, the daily amount of amortization associated with the below-market rates are approximately $200, $350 and $700 per day over the actual cash rate earned, respectively.
 
(22) We have reached an agreement with Pacific Basin Chartering Ltd. on a spot market-related time charter based on 107% of the BHSI, as reflected in daily reports, except for the initial 35 days in which the hire rate is based on the average of the Baltic Handysize HS5 and HS6 routes.  Hire is paid every 15 days in arrears less a 5.00% third party brokerage commission.  The minimum and maximum expiration dates of the time charter are December 1, 2014 and February 1, 2015, respectively.  Genco maintains the option to convert to a fixed rate based on Handysize FFA values at 107%.  The vessel delivered to charterers on March 9, 2013.
 
Baltic Trading Limited

Vessel	 	Year
Built	 	Charterer	 	Charter
Expiration(1)	 	Employment
Structure	 	
 	 	 	 	 	 	 	 	 	 	
Capesize Vessels	 	 	 	 	 	 	 	 	 	
Baltic Bear	 	2010	 	Swissmarine Services S.A.	 	June 2013	 	101.5% of BCI (2)	 	
Baltic Wolf	 	2010	 	Cargill International S.A.	 	May 2014	 	100% of BCI (3)	 	
Supramax Vessels	 	 	 	 	 	 	 	 	 	
Baltic Leopard	 	2009	 	Resource Marine PTE
Ltd.
(part of the Macquarie group
of companies)	 	February 2014	 	95% of BSI (4)	 	
Baltic Panther	 	2009	 	Klaveness Chartering	 	June 2013	 	$9,100 (5)	 	
Baltic Jaguar	 	2009	 	Resource Marine PTE Ltd.
(part of the Macquarie group
of companies)	 	April 2014	 	95% of BSI (6)	 	
Baltic Cougar	 	2009	 	Bulk Marine Ltd.	 	May 2013	 	$5,000 (7)	 	
Handysize Vessels	 	 	 	 	 	 	 	 	 	
Baltic Wind	 	2009	 	Cargill International S.A.	 	June 2013	 	115% of BHSI (8)	 	
Baltic Cove	 	2010	 	Cargill International S.A.	 	February 2014	 	115% of BHSI (8)	 	
Baltic Breeze	 	2010	 	Cargill International S.A.	 	July 2014	 	115% of BHSI (8)	 	

(1)          The charter expiration dates presented represent the earliest dates that our charters may be terminated in the ordinary course.  Under the terms of each contract, the charterer is entitled to extend the time charters from two to four months in order to complete the vessel’s final voyage plus any time the vessel has been off-hire.
 
(2)          We have agreed to an extension with Swissmarine Services S.A. on a spot market-related time charter at a rate based on 101.5% of the average of the daily rates of the Baltic Capesize Index (BCI), published by the Baltic Exchange, as reflected in daily reports. Hire is paid in arrears net of a 6.25% brokerage commission which includes the 1.25% commission payable to GS&T which eliminates upon consolidation.  The duration of the extension is 10.5 to 13.5 months.
 
(3)          We have agreed to an extension with Cargill International S.A. on a spot market-related time charter based on 100% of the average of the daily rates of the BCI, as reflected in daily reports.  Hire is paid every 15 days in arrears net of a 5.00% brokerage commission, which includes the 1.25% commission payable to GS&T which eliminates upon consolidation.  The duration of the spot market-related time charter is 21.5 to 26.5 months.
 
(4)          We have reached an agreement with Resource Marine PTE Ltd. on a spot market-related time charter for a minimum of 18.5 months to a maximum end date of May 30, 2014 based on 95% of the average of the daily rates of the Baltic Supramax Index (BSI), published by the Baltic Exchange, as reflected in daily reports.  Hire is paid every 15 days in arrears net of a 6.25% brokerage commission, which includes the 1.25% commission payable to GS&T which eliminates upon consolidation.
 
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(5)          We have agreed to an extension with Klaveness Chartering on a time charter for 2.5 to 5.5 months at a rate of $9,100 per day.  Hire is paid every 15 days in advance net of a 6.25% brokerage commission, which includes the 1.25% commission payable to GS&T which eliminates upon consolidation.  The extension began on March 18, 2013.
 
(6)         We have reached an agreement with Resource Marine PTE Ltd. on a spot market-related time charter for a minimum of 20.5 months to a maximum end date of July 11, 2014 based on 95% of the average of the daily rates of the BSI, as reflected in daily reports.  Hire is paid every 15 days in arrears net of a 6.25% brokerage commission, which includes the 1.25% commission payable to GS&T which eliminates upon consolidation.
 
(7)          We have reached an agreement with Bulk Marine Ltd. on a time charter for approximately 25 days at a rate of $5,000 per day.  Hire is paid every 15 days in advance net of a 6.25% brokerage commission, which includes the 1.25% commission payable to GS&T which eliminates upon consolidation.  The vessel delivered to charters on April 5, 2013.
 
(8)          The rate for each of these spot market-related time charters is based on 115% of the average of the daily rates of the Baltic Handysize Index (BHSI), published by the Baltic Exchange, as reflected in daily reports. Hire is paid every 15 days in advance net of a 6.25% brokerage commission, which includes the 1.25% commission payable to GS&T which eliminates upon consolidation.
 
Three months ended March 31, 2013 compared to the three months ended March 31, 2012
 
VOYAGE REVENUES-
 
For the three months ended March 31, 2013, voyage revenues decreased 32.8% to $39.7 million as compared to $59.0 million for the three months ended March 31, 2012.  The decrease in revenue was due to lower charter rates achieved by the majority of our vessels.  Additionally, there was a decrease in revenues earned by Baltic Trading’s vessels of $0.3 million due to lower charter rates achieved.
 
The average Time Charter Equivalent (“TCE”) rate of our fleet decreased 33.6% to $6,963 a day for the three months ended March 31, 2013 from $10,480 a day for the three months ended March 31, 2012.  The decrease in TCE rates resulted from lower charter rates achieved during the first quarter of 2013 versus the same period last year for the majority of the vessels in our fleet.  The reduction of iron ore cargoes from Brazil combined with weather related disruptions in Australia, increased vessel supply and a prolonged strike in Colombian coal mines contributed to a weak freight rate environment for the first quarter of 2013.
 
For the three months ended March 31, 2013 and 2012, we had 5,580.0 and 5,642.0 ownership days, respectively.  The decrease in ownership days is a result of an additional day during the first quarter of 2012 due to the leap year.  Fleet utilization was stable at 99.3% during the three months ended March 31, 2013 and 2012.
 
SERVICE REVENUES-
 
Service revenues consist of revenues earned from providing technical services to MEP pursuant to the agency agreement between us and MEP.  These services include oversight of crew management, insurance, drydocking, ship operations and financial statement preparation, but do not include chartering services.  The services are provided for a fee of $750 per ship per day.  During the three months ended March 31, 2013 and 2012, total service revenue was $0.8 million during both periods.
 
VOYAGE EXPENSES-
 
In time charters, spot market-related time charters and pool agreements, operating costs including crews, maintenance and insurance are typically paid by the owner of the vessel and specified voyage costs such as fuel and port charges are paid by the charterer. There are certain other non-specified voyage expenses such as commissions which are typically borne by us. Voyage expenses include port and canal charges, fuel (bunker) expenses and brokerage commissions payable to unaffiliated third parties. Port and canal charges and bunker expenses primarily increase in periods during which vessels are employed on voyage charters because these expenses are for the account of the vessel owner. At the inception of a time charter, we record the difference between the cost of bunker fuel delivered by the terminating charterer and the bunker fuel sold to the new charterer as a gain or loss within voyage expenses and the cost of bunkers consumed during short-term time charters.
 
Voyage expenses decreased by $0.1 million from $1.4 million during the three months ended March 31, 2012 as compared to $1.3 million during the three months ended March 31, 2013.  The decrease is primarily due to a decrease in bunker consumption during the first quarter of 2013 due to additional scheduled and unscheduled offhire recorded during the first quarter of 2012 in addition to a decrease in broker commissions as a result of a decrease in voyage revenue earned during the first quarter of 2013 as
 
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compared to the first quarter of 2012.  These decreases were partially offset by a decrease in net bunker gains recorded during the first quarter of 2013 as well as an increase the cost of bunkers consumed during short-term time charters during the first quarter of 2013.
 
VESSEL OPERATING EXPENSES-
 
Vessel operating expenses decreased by $0.7 million for the three months ended March 31, 2013 as compared to the three months ended March 31, 2012 and was primarily due to lower maintenance related expenses partially offset by higher crew expenses and expenses related to spare parts for the three months ended March 31, 2013 as compared to the three months ended March 31, 2012.
 
Daily vessel operating expenses decreased to $4,860 per vessel per day for the three months ended March 31, 2013 from $4,933 per day for the three months ended March 31, 2012.  The decrease in daily vessel operating expenses was mainly due to lower maintenance related expenses partially offset by higher crew expenses, insurance costs and expenses related to spare parts.  We believe daily vessel operating expenses are best measured for comparative purposes over a 12-month period in order to take into account all of the expenses that each vessel in our fleet will incur over a full year of operation.  Our actual daily vessel operating expenses per vessel for the three months ended March 31, 2013 were $490 below the weighted-average budgeted rate of $5,350 per vessel per day.
 
Our vessel operating expenses, which generally represent fixed costs for each vessel, will increase if our fleet expands. Other factors beyond our control, some of which may affect the shipping industry in general, including, for instance, developments relating to market prices for crewing, lubes, and insurance, may also cause these expenses to increase.
 
GENERAL, ADMINISTRATIVE AND MANAGEMENT FEES-
 
For the three months ended March 31, 2013 and 2012, general, administrative and management fees were $8.2 million and $8.7 million, respectively.  The decrease in general, administrative and management fees was primarily due to lower non-cash compensation.  We incur management fees to third-party technical management companies for the day-to-day management of our vessels, including performing routine maintenance, attending to vessel operations and arranging for crews and supplies.
 
DEPRECIATION AND AMORTIZATION-
 
Depreciation and amortization expense remained stable at $34.4 million during the first quarter of 2013 and the first quarter of 2012.
 
OTHER (EXPENSE) INCOME-
 
NET INTEREST EXPENSE-
 
For the three months ended March 31, 2013 and 2012, net interest expense was $21.3 million and $23.6 million, respectively.  Net interest expense during the three months ended March 31, 2013 and 2012 consisted of interest expense under our 2007 Credit Facility, $100 Million Term Loan Facility, $253 Million Term Loan Facility, and Baltic Trading’s $150 million senior secured revolving credit facility (the “2010 Baltic Trading Credit Facility”), as well as interest expense related to our 5.0% Convertible Senior Notes (the “2010 Notes”).  Additionally, interest income, unused commitment fees associated with the aforementioned credit facilities as well as the amortization of deferred financing costs related to the aforementioned credit facilities are included in net interest expense during the three months ended March 31, 2013 and 2012.
 
The decrease in net interest expense for the first quarter of 2013 as compared to the first quarter of 2012 was primarily a result of lower outstanding debt during the first quarter of 2013 due to the prepayment of $99.9 million of outstanding debt during August 2012 pursuant to the August 1, 2012 amendment to the 2007 Credit Facility, $100 Million Term Loan Facility and the $253 Million Term Loan Facility.  The decrease in net interest expense was also a result of the expiration of three interest rate swap agreements during the first quarter of 2012 and one interest rate swap during the first quarter of 2013.  These decreases were partially offset by an increase in the applicable margin for the 2007 Credit Facility which was increased from 2.0% to 3.0% effective August 1, 2012 pursuant to an amendment to the 2007 Credit Facility.  Refer to Note 9 — Debt in our condensed consolidated financial statements and the 2012 10-K for more information regarding the August 1, 2012 amendment.
 
INCOME TAX EXPENSE-
 
For the three months ended March 31, 2013, income tax expense was $0.2 million as compared to $0.3 million during the three months ended March 31, 2012.  This income tax expense consists primarily of federal, state and local income taxes on net income earned by Genco Management (USA) Limited (“Genco (USA)”), one of our wholly-owned subsidiaries.  Pursuant to certain agreements, we technically and commercially manage vessels for Baltic Trading, as well as provide technical management of vessels
 
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for MEP in exchange for specified fees for these services provided.  These services are provided by Genco (USA), which has elected to be taxed as a corporation for United States federal income tax purposes.  As such, Genco (USA) is subject to United States federal income tax on its worldwide net income, including the net income derived from providing these services.  Refer to the “Income taxes” section of Note 2 — Summary of Significant Accounting Policies included in our condensed consolidated financial statements for further information.  The decrease in income tax expense during the three months ended March 31, 2013 as compared to the same period during the prior year is primarily due to lower commercial service revenue due to Genco (USA) from Baltic Trading pursuant to the Management Agreement as a result of lower charter rates achieved by Baltic Trading’s fleet.
 
NET LOSS ATTRIBUTABLE TO NONCONTROLLING INTEREST-
 
For the three months ended March 31, 2013 and 2012, net loss attributable to noncontrolling interest was $3.8 million and $3.3 million, respectively.  These amounts represent the net loss attributable to the noncontrolling interest of Baltic Trading.
 
LIQUIDITY AND CAPITAL RESOURCES
 
To date, we have financed our capital requirements with cash flow from operations, equity offerings, convertible notes and bank debt.  We have used our funds primarily to fund vessel acquisitions, regulatory compliance expenditures, the repayment of bank debt and the associated interest expense and the payment of dividends.  We may consider debt and equity financing alternatives from time to time.  However, if market conditions are negative, we may be unable to raise additional equity capital or debt financing on acceptable terms or at all.  As a result, we may be unable to pursue acquisition opportunities to expand our business.
 
Given the negative impact of the current weak drybulk rate environment on our earnings, we face potential liquidity issues under our credit facilities and our 2010 Notes.  We anticipate that we may be unable to make required payments under our credit facilities commencing March 31, 2014. In addition, as discussed below in more detail, we may also be unable to maintain compliance with certain covenants under our credit facilities at measurement dates during the twelve months ending March 31, 2014.  If any of these events occur, we may experience a material adverse effect on our business, financial condition, results of operations and cash flows.
 
Under the terms of agreements we entered into on August 1, 2012 to amend our 2007 Credit Facility, our $253 Million Term Loan Facility, and our $100 Million Term Loan Facility (the “August 2012 Agreements”), we repaid $99.9 million of outstanding debt under these facilities, we implemented a quarterly sweep of cash over $100 million to repay debt under the 2007 Credit Facility, and our next scheduled amortization payments are due in the first quarter of 2014 in the aggregate principal amount of $55.2 million.  The amount of cash for our working capital needs and growth is thus limited.  Moreover, given our current cash reserves, if drybulk shipping rates remain at current levels or decline, we may be unable to make our next amortization payments when due.
 
The 2007 Credit Facility, $253 Million Term Loan Facility and the $100 Million Term Loan Facility require us to maintain a minimum cash balance of $39.8 million as measured at each quarter-end, excluding amounts held by Baltic Trading Limited.  In light of our required amortization payments, our current cash reserves, and current drybulk shipping rates, we believe it is probable that we will not remain in compliance with our minimum cash covenants at or after March 31, 2014, and we may not be in compliance earlier in the event of sustained weakness in the drybulk shipping sector.  Our compliance with this covenant is not subject to any of the waivers applicable to other covenants described below.
 
The 2007 Credit Facility, $253 Million Term Loan Facility, and $100 Million Term Loan Facility also include a maximum leverage ratio covenant limiting the ratio of our net debt to EBITDA to a maximum of 5.5 to 1.  We calculate the leverage ratio under these facilities by dividing our Average Consolidated Net Indebtedness by our Consolidated EBITDA as defined under these facilities.  There is no leverage ratio covenant under the 2010 Baltic Trading Credit Facility.  Average Consolidated Net Indebtedness is the monthly average of our indebtedness as defined under the facilities, which at March 31, 2013 consisted of long-term debt, the 2010 Notes, cash and cash equivalents (excluding restricted cash) and the letter of credit issued related to leases.  Under certain agreements we entered into with our lenders on December 21, 2011 (the “December 2011 Agreements”) and the August 2012 Agreements, our compliance with this covenant is waived through December 31, 3013.  However, when our compliance with this covenant is measured again on March 31, 2014 after expiration of the waiver, we believe it is probable that we will not be in compliance.
 
The 2007 Credit Facility, $253 Million Term Loan Facility, and $100 Million Term Loan Facility additionally include a consolidated interest ratio covenant requiring the ratio of our EBITDA to interest expense, on a rolling last four-quarter basis, to be no less than 2.0:1.0.  Under the December 2011 Agreements and the August 2012 Agreements, our compliance with this covenant is waived through December 31, 3013.  However, when our compliance with this covenant is measured again on March 31, 2014 after expiration of the waiver, we may not be in compliance.
 
Absent sufficient waivers or modifications to our credit agreements, if we do not comply with our payment obligations or these covenants and fail to cure our non-compliance following applicable notice and expiration of applicable cure periods, we will be
 
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in default of one or more of our credit facilities. If such a default occurs, we may also be in default under the Indenture for our 2010 Notes and our interest rate swaps. As a result, some or all of our indebtedness could be declared immediately due and payable, and we may not have sufficient assets available to satisfy our obligations.  Substantially all of our assets are pledged as collateral to our lenders, and our lenders may seek to foreclose on their collateral if a default occurs.  We may have to seek alternative sources of financing on terms that may not be favorable to us or that may not be available at all.  We therefore could experience a material adverse effect on our business, financial condition, results of operations and cash flows.
 
Given the foregoing, we may require capital to fund ongoing operations, acquisitions and debt service. We are currently in discussions with our lenders and expect to seek further waivers or modifications to our credit agreements, which may be unavailable or subject to conditions.  We may also seek to refinance our indebtedness or raise additional capital through equity or debt offerings or selling assets (including vessels), reduce or delay capital expenditures, or pursue other restructuring options.  We cannot be certain that we will accomplish any such actions.
 
In addition, notwithstanding the waiver of certain covenants as described above, for purposes of preparing financial statements, the Company is required to assess future compliance with the original covenants at future quarterly measurement dates in accordance with GAAP. As discussed above, we believe it is probable that the Company will not be in compliance with certain covenants as of March 31, 2014.  Accordingly, the outstanding debt as of March 31, 2013 under the 2007 Credit Facility, the $253 Million Term Loan Facility and the $100 Million Term Loan Facility has been reclassified as a current liability in our condensed consolidated balance sheet as of March 31, 2013.  This reclassification does not affect the existing waivers, although there can be no assurance that we could obtain further waivers upon their expiration.  As we may also be in default under the Indenture for the 2010 Notes and our interest rate swaps if we are in default under any of our credit facilities, the 2010 Notes and one swap previously classified as a long-term liability have likewise been reclassified as current liabilities in the condensed consolidated balance sheet as of March 31, 2013.
 
Pursuant to the current terms of the 2007 Credit Facility, the existing collateral maintenance financial covenant is waived until we can represent that we are in compliance with all of our financial covenants.  This covenant required us to maintain pledged vessels with a value equal to at least 130% of our current borrowings.  Under the collateral maintenance covenants of our $253 Million Term Loan Facility, our $100 Million Term Loan Facility, and the 2010 Baltic Trading Credit Facility, the aggregate valuations of our vessels pledged under each facility must at least be a certain percentage of loans outstanding (or, in the case of the 2010 Baltic Trading Credit Facility, the total amount we may borrow), which percentages are 135%, 130%, and 140%, respectively.  Under our $253 Million Term Loan Facility, the amount payable upon early termination of any interest rate swaps under the facility is added to outstanding loans for purposes of this covenant.  If our valuations fall below the applicable percentage, we must provide additional acceptable collateral, repay a portion of our borrowings, or (in the case of the 2010 Baltic Trading Credit Facility) permanently reduce the amount we may borrow under the facility to the extent required to restore our compliance with the applicable covenant.  The Company estimates that it would not have been in compliance with the collateral maintenance covenant if the valuation of its collateral under the $100 Million Term Loan Facility as of February 17, 2013 were to decline approximately 2.4%.  Additionally, the Company estimates that it would not have been in compliance with the collateral maintenance covenant if the valuation of its collateral under the $253 Million Term Loan Facility as of December 31, 2012 were to decline approximately 5.0%.
 
Currently, our wholly-owned subsidiary Genco Investments LLC owns 5,699 ,088 shares of Baltic Trading’s Class B Stock, which represents a 24.78% ownership interest in Baltic Trading and 83.17% of the aggregate voting power of Baltic Trading’s outstanding shares of voting stock.  On April 16, 2010, Baltic Trading entered into the 2010 Baltic Trading Credit Facility with Nordea Bank Finland plc, acting through its New York branch.  The 2010 Baltic Trading Credit Facility was subsequently amended effective November 30, 2010 which increased the borrowing capacity from $100 million to $150 million.  The amended 2010 Baltic Trading Credit Facility matures on November 30, 2016.  Refer to the 2012 10-K for a description of this facility as well as a description of the amendment entered into effective November 30, 2010.  To remain in compliance with a net worth covenant in the 2010 Baltic Trading Credit Facility, Baltic Trading would need to maintain a net worth of $232.8 million after the payment of any dividends.
 
On February 28, 2012, we completed an equity offering of $7,500,000 shares of common stock at a purchase price of $7.10 per share.  The Company received net proceeds of $49.9 million after deducting underwriters’ fees and expenses.
 
Dividend Policy
 
Historically, our dividend policy, which commenced in November 2005, has been to declare quarterly distributions to shareholders by each February, May, August and November, substantially equal to our available cash from operations during the previous quarter, less cash expenses for that quarter (principally vessel operating expenses and debt service) and any reserves our Board of Directors determines we should maintain.  These reserves covered, among other things, drydocking, repairs, claims,
 
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liabilities and other obligations, interest expense and debt amortization, acquisitions of additional assets and working capital.  In the future, we may incur other expenses or liabilities that would reduce or eliminate the cash available for distribution as dividends.  Under the current terms of the 2007 Credit Facility, we are required to suspend the payment of cash dividends until we can represent that we are in a position to satisfy the collateral maintenance covenant.  Refer to the 2012 10-K for further information regarding the current terms of the 2007 Credit Facility.  As such, a dividend has not been declared during 2009, 2010, 2011, 2012 or the three months ended March 31, 2013.
 
As a result of the 2009 Amendment to the 2007 Credit Facility, we have suspended the payment of cash dividends effective for the fourth quarter of 2008, and payment of cash dividends will remain suspended until we can meet the collateral maintenance covenant contained in the 2007 Credit Facility.  In addition, under the terms of the August 2012 Agreements, we are prohibited from paying dividends through December 31, 2013.
 
The declaration and payment of any dividend is subject to the discretion of our board of directors and our compliance with the collateral maintenance covenant, which is currently waived.  The timing and amount of dividend payments will depend on our earnings, financial condition, cash requirements and availability, fleet renewal and expansion, restrictions in our loan agreements, the provisions of Marshall Islands law affecting the payment of distributions to shareholders and other factors.  Our board of directors may review and amend our dividend policy from time to time in light of our plans for future growth and other factors.
 
We believe that, under current law, our dividend payments from earnings and profits would constitute “qualified dividend income.”  For 2012, the maximum Federal income tax rate on qualified dividends paid to non-corporate shareholders was 15%.  For taxable years beginning after December 31, 2012, the maximum Federal income tax rate on qualified dividends paid to non-corporate shareholders is 20%, and all or a portion of dividend income received by shareholders whose modified adjusted gross income exceeds certain thresholds ($250,000 for married taxpayers filing jointly and $200,000 for single taxpayers) may be subject to a 3.8% surtax. Distributions in excess of our earnings and profits will be treated first as a non-taxable return of capital to the extent of a U.S. shareholder’s tax basis in its common stock on a dollar-for-dollar basis and, thereafter, as capital gain.
 
Cash Flow
 
Net cash used in operating activities for the three months ended March 31, 2013 and 2012 was $17.4 million and $8.0 million, respectively. The increase in cash used by operating activities was primarily due to a net loss of $52.0 million for the three months ended March 31, 2013 compared to a net loss of $36.4 million for the three months ended March 31, 2012, which resulted from lower charter rates achieved in the first quarter of 2013 versus the same period in 2012 for the majority of the vessels in our fleet.
 
Net cash used in investing activities for the three months ended March 31, 2013 and 2012 was $13,000 and $1.5 million, respectively.  The decrease was due to the use of less funds for vessel related and fixed asset purchases during the first quarter of 2013 compared to 2012. For the three months ended March 31, 2013, cash used in investing activities consisted of the purchase of fixed assets in the amount of $13,000. For the three months ended March 31, 2012, cash used in investing activities was predominantly due to purchases of fixed assets in the amount of $1.2 million and vessel related purchases totaling $0.3 million.
 
Net cash used in financing activities was $0.2 million during the three months ended March 31, 2013 versus $28.2 million of net cash provided by financing activities during the three months ended March 31, 2012.  Cash used in financing activities for the three months ended March 31, 2013 consisted of the $0.2 million dividend payment of our subsidiary, Baltic Trading, to its outside shareholders. Under amendments to all three of our credit facilities in July of 2012, GS&T has no scheduled amortization payments  through and including the quarter ending December 31, 2013. Cash used in financing activities for the three months ended March 31, 2012 mainly consisted of the following: $12.5 million repayment of debt under the 2007 Credit Facility, $5.1 million repayment of debt under the $253 Million Term Loan Facility, $1.9 million repayment of debt under the $100 Million Term Loan Facility, $0.1 million of deferred financing costs and the $2.2 million dividend payment of our subsidiary, Baltic Trading, to its outside shareholders. Those uses partially offset $50.1 million of net proceeds provided by our follow-on equity offering in February 2012.
 
Credit Facilities
 
Refer to the 2012 10-K for a summary and description of our outstanding credit facilities, including the underlying financial and non-financial covenants.  On August 1, 2012, we entered into the August 2012 Agreements, which amended or waived certain provisions of the agreements for the 2007 Credit Facility, the $100 Million Term Loan Facility and the $253 Million Term Loan Facility.  Refer to Note 9 —Debt in our condensed consolidated financial statements for further information regarding the terms and fees associated with these agreements.
 
As of March 31, 2013, we believe we are in compliance with all of the financial covenants under our 2007 Credit Facility, as amended; the $100 Million Term Loan Facility, as amended; the $253 Million Term Loan Facility, as amended and the 2010 Baltic
 
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Trading Credit Facility.  However, as of March 31, 2013, we believe it is probable that we will not be in compliance with certain covenants at measurement dates within the next twelve months under our 2007 Credit Facility, $100 Million Term Loan Facility and the $253 Million Term Loan Facility.  As such, the debt outstanding under these facilities of $1,312.2 million has been classified as a current liability.
 
Convertible Notes Payable
 
Refer to Note 10 — Convertible Senior Notes of our condensed consolidated financial statements for a summary of the convertible notes payable.
 
Interest Rate Swap Agreements, Forward Freight Agreements and Currency Swap Agreements
 
At March 31, 2013 and December 31, 2012, we had four and five interest rate swap agreements with DnB NOR Bank, respectively, to manage interest costs and the risk associated with changing interest rates. The total notional principal amount of the swaps is $306.2 million and $356.2 million, respectively, and the swaps have specified rates and durations.
 
Refer to the table in Note 11 — Interest Rate Swap Agreements of our condensed consolidated financial statements, which summarizes the interest rate swaps in place as of March 31, 2013 and December 31, 2012.
 
We have considered the creditworthiness of both ourselves and the counterparty in determining the fair value of the interest rate derivatives, and such consideration resulted in an immaterial adjustment to the fair value of derivatives on the balance sheet. Valuations prior to any adjustments for credit risk are validated by comparison with counterparty valuations.  Amounts are not and should not be identical due to the different modeling assumptions.  Any material differences are investigated.
 
As part of our business strategy, we may enter into arrangements commonly known as forward freight agreements, or FFAs, to hedge and manage market risks relating to the deployment of our existing fleet of vessels.  These arrangements may include future contract, or commitments to perform in the future a shipping service between ship owners, charterers and traders.  Generally, these arrangements would bind us and each counterparty in the arrangement to buy or sell a specified tonnage freighting commitment “forward” at an agreed time and price and for a particular route.  Although FFAs can be entered into for a variety of purposes, including for hedging, as an option, for trading or for arbitrage, if we decided to enter into FFAs, our objective would be to hedge and manage market risks as part of our commercial management. It is not currently our intention to enter into FFAs to generate a stream of income independent of the revenues we derive from the operation of our fleet of vessels.  If we determine to enter into FFAs, we may reduce our exposure to any declines in our results from operations due to weak market conditions or downturns, but may also limit our ability to benefit economically during periods of strong demand in the market.  We have not entered into any FFAs as of March 31, 2013 and December 31, 2012.
 
Contractual Obligations
 
The following table sets forth our contractual obligations and their maturity dates as of March 31, 2013.  The table incorporates the employment agreement entered into in September 2007 with our Chief Financial Officer, John Wobensmith.  The interest and borrowing fees reflect the 2007 Credit Facility, the 2010 Baltic Trading Credit Facility, the $100 Million Term Loan Facility, the $253 Million Term Loan Facility and the 2010 Notes utilizing the coupon rate of 5% which were issued on July 27, 2010 and the interest rate swap agreements as discussed above under the section “Interest Rate Swap Agreements, Forward Freight Agreements and Currency Swap Agreements.”  For the purposes of the table below, we have utilized the contractual maturity dates under the credit facilities.  The following table also incorporates the future lease payments associated with our two lease agreements.  Refer to Note 19 — Commitments and Contingencies in our condensed consolidated financial statements for further information regarding the terms of our two lease agreements.

 	 	Total	 	Less than One
Year (1)	 	One to Three
Years	 	Three to Five
Years	 	More than
Five Years	 	
 	 	(U.S. dollars in thousands)	 	
Credit Agreements	 	$	1,413,439	 	$	—	 	$	582,988	 	$	830,451	 	$	—	 	
2010 Notes	 	125,000	 	—	 	125,000	 	—	 	—	 	
Interest and borrowing fees (2)	 	225,977	 	55,726	 	114,660	 	55,580	 	11	 	
Executive employment agreement	 	245	 	245	 	—	 	—	 	—	 	
Office leases	 	25,888	 	1,125	 	3,054	 	3,231	 	18,478	 	
Totals	 	$	1,790,549	 	$	57,096	 	$	825,702	 	$	889,262	 	$	18,489	 	

(1)          Represents the nine-month period ending December 31, 2013.
(2)          Includes the 1.25% fee payable to lenders under the 2007 Credit Facility due upon the maturity of the facility.
 
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Interest expense has been estimated using the fixed hedge rate for the effective period and notional amount of the debt which is effectively hedged and 0.25% for the portion of the debt that has no designated swap against it, plus the applicable bank margin of 3.00% for the 2007 Credit Facility, $100 Million Term Loan Facility, $253 Million Term Loan Facility and the 2010 Baltic Trading Credit Facility.  We are obligated to pay certain commitment fees in connection with all of our credit facilities, which have been reflected within interest and borrowing fees.  These commitment fees include the facility fee for the 2007 Credit Facility which  represents 1.0% per annum on the average daily outstanding principal amount of the outstanding loans under the facility.
 
Capital Expenditures
 
We make capital expenditures from time to time in connection with our vessel acquisitions.  Excluding Baltic Trading’s vessels, our fleet currently consists of nine Capesize drybulk carriers, eight Panamax drybulk carriers, 17 Supramax drybulk carriers, six Handymax drybulk carriers and 13 Handysize drybulk carriers.  Baltic Trading’s fleet currently consists of two Capesize drybulk carriers, four Supramax drybulk carriers and three Handysize drybulk carriers.
 
In addition to acquisitions that we may undertake in future periods, we will incur additional expenditures due to special surveys and drydockings. We estimate our drydocking costs and scheduled off-hire days for our fleet, excluding Baltic Trading’s vessels, through 2014 to be:
 
Genco Shipping & Trading Limited

Year	 	Estimated Drydocking Cost	 	Estimated Off-hire Days	 	
 	 	(U.S. dollars in millions)	 	 	 	
 	 	 	 	 	 	
2013 (April 1- December 31, 2013)	 	$	1.6	 	40	 	
2014	 	$	15.8	 	420	 	
 
The costs reflected are estimates based on drydocking our vessels in China. Actual costs will vary based on various factors, including where the drydockings are actually performed.  We expect to fund these costs with cash from operations.
 
We estimate that each drydock will result in 20 days of off-hire.  Actual length will vary based on the condition of the vessel, yard schedules and other factors.
 
During the three months ended March 31, 2013 and 2012, we incurred a total of $1.3 million and $3.9 million of drydocking costs, respectively.
 
We estimate that two of our vessels will be drydocked in the remainder of 2013.  An additional 21 of our vessels will be drydocked in 2014.
 
In addition to acquisitions that we may undertake in future periods, we will incur additional capital expenditures due to special surveys and drydockings.  We estimate our drydocking costs and scheduled off-hire days for Baltic Trading’s fleet through 2014 to be:
 
Baltic Trading Limited

Year	 	Estimated Drydocking Cost	 	Estimated Off-hire Days	 	
 	 	(U.S. dollars in millions)	 	 	 	
 	 	 	 	 	 	
2013 (April 1- December 31, 2013)	 	$	—	 	—	 	
2014	 	$	3.6	 	100	 	
 
The costs reflected are estimates based on drydocking our vessels in China. Actual costs will vary based on various factors, including where the drydockings are actually performed.  We expect to fund these costs with cash from operations.
 
We estimate that each drydock will result in 20 days of off-hire.  Actual length will vary based on the condition of the vessel, yard schedules and other factors.
 
During the three months ended March 31, 2013 and 2012, Baltic Trading did not incur drydocking costs.
 
We estimate that none of Baltic Trading’s vessels will be drydocked during 2013 and five vessels will be drydocked in 2014.
 
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Off-Balance Sheet Arrangements
 
We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.
 
Inflation
 
Inflation has only a moderate effect on our expenses given current economic conditions. In the event that significant global inflationary pressures appear, these pressures would increase our operating, voyage, general and administrative, and financing costs.
 
CRITICAL ACCOUNTING POLICIES
 
There have been no changes or updates to the critical accounting policies as disclosed in the 2012 10-K.
 
Vessels and Depreciation
 
We record the value of our vessels at their cost (which includes acquisition costs directly attributable to the vessel and expenditures made to prepare the vessel for its initial voyage) less accumulated depreciation.  We depreciate our drybulk vessels on a straight-line basis over their estimated useful lives, estimated to be 25 years from the date of initial delivery from the shipyard.  Depreciation is based on cost less the estimated residual scrap value of $245/lwt.  We estimate residual scrap value based on the 15-year average scrap value of steel.  An increase in the residual value of the vessels would decrease the annual depreciation charge over the remaining useful life of the vessel.  Similarly, an increase in the useful life of a drybulk vessel would also decrease the annual depreciation charge.  Comparatively, a decrease in the useful life of a drybulk vessel or in its residual value would have the effect of increasing the annual depreciation charge.  However, when regulations place limitations over the ability of a vessel to trade on a worldwide basis, we will adjust the vessel’s useful life to end at the date such regulations preclude such vessel’s further commercial use.
 
The carrying value of each of our vessels does not represent the fair market value of such vessel or the amount we could obtain if we were to sell any of our vessels, which could be more or less.  U nder U.S. GAAP, we would not record a loss if the fair market value of a vessel (excluding its charter) is below our carrying value unless and until we determine to sell that vessel or the vessel is impaired as discussed in the 2012 10-K.  Excluding the three Bourbon vessels we resold immediately upon delivery to MEP at our cost, we have sold three of our vessels since our inception and realized a profit in each instance.  However, we did determine to cancel an acquisition of six drybulk newbuildings in November 2008, incurring a $53.8 million loss from the forfeiture of our deposit and related interest.
 
Pursuant to our bank credit facilities, we regularly submit to the lenders valuations of our vessels on an individual charter free basis in order to evidence our compliance with the collateral maintenance covenants under our bank credit facilities.  Such a valuation is not necessarily the same as the amount any vessel may bring upon sale, which may be more or less, and should not be relied upon as such.  We were in compliance with the collateral maintenance covenants under our $100 Million Term Loan Facility and our $253 Million Term Loan Facility, as well as the 2010 Baltic Trading Credit Facility, at March 31, 2013, and the collateral maintenance covenant under our 2007 Credit Facility was waived at March 31, 2013, as discussed in Note 9 —Debt in our condensed consolidated financial statements.  In the chart below, we list each of our vessels that represent the collateral for the aforementioned credit facilities, the year it was built, the year we acquired it, and its carrying value at March 31, 2013 and December 31, 2012.
 
At March 31, 2013 and December 31, 2012, the vessel valuations of all of our vessels for covenant compliance purposes under our bank credit facilities as of the most recent compliance testing date were lower than their carrying values at March 31, 2013 and December 31, 2012, respectively.  For the Genco Ocean, Genco Bay, Genco Avra, Genco Mare and Genco Spirit, the last compliance testing date prior to March 31, 2013 and December 31, 2012 was February 17, 2013 and August 17, 2012, respectively, in accordance with the terms of the $100 Million Term Loan Facility; for all other vessels, the compliance testing date was December 31, 2012, in accordance with the terms of the applicable credit facility.
 
The amount by which the carrying value at March 31, 2013 of all of the vessels in our fleet exceeded the valuation of such vessels for covenant compliance purposes ranged, on an individual vessel basis, from $4.8 million to $75.5 million per vessel, and $1,465.2 million on an aggregate fleet basis.  The amount by which the carrying value at December 31, 2012 of all of the vessels in our fleet exceeded the valuation of such vessels for covenant compliance purposes ranged, on an individual vessel basis, from $5.2 million to $76.8 million per vessel, and $1,494.2 million on an aggregate fleet basis.  The average amount by which the carrying value of our vessels exceeded the valuation of such vessels for covenant compliance purposes was $23.6 million at March 31, 2013 and $24.1 million as of December 31, 2012.  However, neither such valuation nor the carrying value in the table below reflects the value of long-term time charters related to some of our vessels.
 
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 	 	 	 	 	 	Carrying Value (U.S. dollars in
thousands) as of	 	
Vessels	 	Year Built	 	Year Acquired	 	March 31, 2013	 	December 31, 2012	 	
2007 Credit Facility	 	 	 	 	 	 	 	 	 	
Genco Reliance	 	1999	 	2004	 	$	15,023	 	$	15,314	 	
Genco Vigour	 	1999	 	2004	 	20,568	 	20,953	 	
Genco Explorer	 	1999	 	2004	 	14,884	 	15,180	 	
Genco Carrier	 	1998	 	2004	 	15,117	 	15,454	 	
Genco Sugar	 	1998	 	2004	 	13,884	 	14,181	 	
Genco Pioneer	 	1999	 	2005	 	14,747	 	15,021	 	
Genco Progress	 	1999	 	2005	 	14,888	 	15,186	 	
Genco Wisdom	 	1997	 	2005	 	14,252	 	14,584	 	
Genco Success	 	1997	 	2005	 	14,173	 	14,512	 	
Genco Beauty	 	1999	 	2005	 	20,708	 	21,099	 	
Genco Knight	 	1999	 	2005	 	20,422	 	20,820	 	
Genco Leader	 	1999	 	2005	 	20,357	 	20,757	 	
Genco Marine	 	1996	 	2005	 	13,458	 	13,810	 	
Genco Prosperity	 	1997	 	2005	 	14,352	 	14,691	 	
Genco Muse	 	2001	 	2005	 	20,423	 	20,767	 	
Genco Acheron	 	1999	 	2006	 	20,214	 	20,617	 	
Genco Surprise	 	1998	 	2006	 	19,186	 	19,583	 	
Genco Augustus	 	2007	 	2007	 	101,870	 	103,137	 	
Genco Tiberius	 	2007	 	2007	 	102,060	 	103,325	 	
Genco London	 	2007	 	2007	 	103,454	 	104,685	 	
Genco Titus	 	2007	 	2007	 	103,954	 	105,182	 	
Genco Challenger	 	2003	 	2007	 	31,688	 	32,185	 	
Genco Charger	 	2005	 	2007	 	35,002	 	35,481	 	
Genco Warrior	 	2005	 	2007	 	51,169	 	51,888	 	
Genco Predator	 	2005	 	2007	 	52,557	 	53,293	 	
Genco Hunter	 	2007	 	2007	 	56,720	 	57,409	 	
Genco Champion	 	2006	 	2008	 	36,565	 	37,051	 	
Genco Constantine	 	2008	 	2008	 	109,050	 	110,334	 	
Genco Raptor	 	2007	 	2008	 	74,375	 	75,299	 	
Genco Cavalier	 	2007	 	2008	 	60,798	 	61,548	 	
Genco Thunder	 	2007	 	2008	 	74,560	 	75,469	 	
Genco Hadrian	 	2008	 	2008	 	107,175	 	108,377	 	
Genco Commodus	 	2009	 	2009	 	109,628	 	110,825	 	
Genco Maximus	 	2009	 	2009	 	109,618	 	110,805	 	
Genco Claudius	 	2010	 	2009	 	111,327	 	112,517	 	
TOTAL	 	 	 	 	 	$	1,718,226	 	$	1,741,339	 	
 	 	 	 	 	 	 	 	 	 	 	 	
$100 Million Term Loan Facility	 	 	 	 	 	 	 	 	 	
Genco Bay	 	2010	 	2010	 	31,010	 	31,333	 	
Genco Ocean	 	2010	 	2010	 	31,072	 	31,390	 	
Genco Avra	 	2011	 	2011	 	32,169	 	32,487	 	
Genco Mare	 	2011	 	2011	 	32,070	 	32,386	 	
Genco Spirit	 	2011	 	2011	 	32,703	 	33,020	 	
TOTAL	 	 	 	 	 	$	159,024	 	$	160,616	 	
 	 	 	 	 	 	 	 	 	 	
$253 Million Term Loan Facility	 	 	 	 	 	 	 	 	 	
Genco Aquitaine	 	2009	 	2010	 	32,661	 	33,007	 	
Genco Ardennes	 	2009	 	2010	 	32,819	 	33,168	 	
Genco Auvergne	 	2009	 	2010	 	32,793	 	33,136	 	
Genco Bourgogne	 	2010	 	2010	 	32,771	 	33,111	 	
Genco Brittany	 	2010	 	2010	 	32,838	 	33,177	 	
Genco Languedoc	 	2010	 	2010	 	33,004	 	33,344	 	
Genco Loire	 	2009	 	2010	 	29,851	 	30,172	 	
Genco Lorraine	 	2009	 	2010	 	29,544	 	29,864	 	
Genco Normandy	 	2007	 	2010	 	27,269	 	27,582	 	
Genco Picardy	 	2005	 	2010	 	26,795	 	27,152	 	
Genco Provence	 	2004	 	2010	 	26,409	 	26,772	 	
Genco Pyrenees	 	2010	 	2010	 	32,762	 	33,095	 	
Genco Rhone	 	2011	 	2011	 	34,385	 	34,725	 	
TOTAL	 	 	 	 	 	$	403,901	 	$	408,305	 	
 	 	 	 	 	 	 	 	 	 	
2010 Baltic Trading Credit Facility	 	 	 	 	 	 	 	 	 	
Baltic Leopard	 	2009	 	2009	 	31,335	 	31,671	 	
Baltic Panther	 	2009	 	2010	 	31,413	 	31,748	 	
Baltic Cougar	 	2009	 	2010	 	31,563	 	31,898	 	
Baltic Jaguar	 	2009	 	2010	 	31,476	 	31,809	 	
Baltic Bear	 	2010	 	2010	 	65,785	 	66,450	 	
Baltic Wolf	 	2010	 	2010	 	65,546	 	66,196	 	
Baltic Wind	 	2009	 	2010	 	30,064	 	30,386	 	
Baltic Cove	 	2010	 	2010	 	30,397	 	30,711	 	
Baltic Breeze	 	2010	 	2010	 	30,961	 	31,274	 	
TOTAL	 	 	 	 	 	$	348,540	 	$	352,143	 	
 	 	 	 	 	 	 	 	 	 	
Consolidated Total	 	 	 	 	 	$	2,629,691	 	$	2,662,403	 	
 
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ITEM 3.       QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 
 
Interest rate risk
 
We are exposed to the impact of interest rate changes.  Our objective is to manage the impact of interest rate changes on our earnings and cash flow in relation to our borrowings.  We held four and five interest rate swap agreements with DnB NOR Bank at March 31, 2013 and December 31, 2012, respectively, to manage future interest costs and the risk associated with changing interest rates .  The total notional principal amount of the swaps is $306.2 million and $356.2 million, respectively, and the swaps have specified rates and durations.  Refer to the table in Note 11 — Interest Rate Swap Agreements of our condensed consolidated financial statements which summarizes the interest rate swaps in place as of March 31, 2013 and December 31, 2012.
 
The swap agreements with effective dates prior to March 31, 2013 synthetically convert variable rate debt to fixed rate debt at the fixed interest rate of the swap plus the applicable margin of 3.00%.
 
The total liability associated with the swaps at March 31, 2013 is $13.8 million, of which all is current, and $16.1 million at December 31, 2011, of which $7,000 is current, and is presented as the fair value of derivatives on the balance sheet.  As of March 31, 2013 and December 31, 2012, the Company has accumulated other comprehensive income (loss) (“AOCI”) of ($13.8) million and ($16.1) million, respectively, related to the effectively hedged portion of the swaps.  Hedge ineffectiveness associated with the interest rate swaps resulted in a minimal amount of other income (expense) during the three months ended March 31, 2013 and 2012.  At March 31, 2013, ($8.5) million of AOCI is expected to be reclassified into income over the next 12 months associated with interest rate derivatives.
 
We are subject to market risks relating to changes in LIBOR rates because we have significant amounts of floating rate debt outstanding.  For the three months ended March 31, 2012, we paid LIBOR plus 2.00% on the 2007 Credit Facility for the debt in excess of any designated swap’s notional amount for such swap’s effective period.  Effective December 21, 2011, we were also subject to a facility fee of 2.00% per annum on the average daily outstanding principal amount of the outstanding loan under the 2007 Credit Facility pursuant to the amendment entered into with our lenders under this facility which was reduced to 1.00% on February 28, 2012 when we consummated an equity offering resulting in gross proceeds of $53.3 million .  Additionally, effective August 1, 2012, the applicable margin over LIBOR for the 2007 Credit Facility increased from 2.00% to 3.00% pursuant to the August 2012 Agreements.  Refer to Note 9 —Debt in our condensed consolidated financial statements for further information regarding these amendments.  During the three months ended March 31, 2013 and 2012, we also paid LIBOR plus 3.00% on the outstanding debt under the $100 Million Term Loan Facility, $253 Million Term Loan Facility and the 2010 Baltic Trading Credit Facility.  A 1% increase in LIBOR would result in an increase of $2.8 million in interest expense for the three months ended March 31, 2013, considering the increase would be only on the unhedged portion of the debt.
 
Derivative financial instruments
 
As of March 31, 2013 and December 31, 2012, we held four and five interest rate swap agreements, respectively, with DnB NOR Bank to manage interest costs and the risk associated with changing interest rates.  The total notional principal amount of the swaps is $306.2 million and $356.2 million, respectively, and the swaps have specified rates and durations.  Refer to the table in Note 11 — Interest Rate Swap Agreements of our condensed consolidated financial statements which summarizes the interest rate swaps in place as of March 31, 2013 and December 31, 2012.
 
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The differential to be paid or received for these swap agreements is recognized as an adjustment to interest expense as incurred.  The interest rate differential pertaining to the interest rate swaps for the three months ended March 31, 2013 and 2012 was $2.4 million and $4.5 million, respectively.  The Company is currently utilizing cash flow hedge accounting for the swaps whereby the effective portion of the change in value of the swaps is reflected as a component of AOCI.  The ineffective portion is recognized as other (expense) income, which is a component of other (expense) income.  If for any period of time we did not designate the swaps for hedge accounting, the change in the value of the swap agreements prior to designation would be recognized as other (expense) income.
 
Amounts receivable or payable arising at the settlement of hedged interest rate swaps are deferred and amortized as an adjustment to interest expense over the period of interest rate exposure provided the designated liability continues to exist.  Amounts receivable or payable arising at the settlement of unhedged interest rate swaps are reflected as other (expense) income and is listed as a component of other (expense) income.
 
Refer to “Interest rate risk” section above for further information regarding the interest rate swap agreements.
 
Currency and exchange rates risk
 
The international shipping industry’s functional currency is the U.S. Dollar.  Virtually all of our revenues and most of our operating costs are in U.S. Dollars.  We incur certain operating expenses in currencies other than the U.S. dollar, and the foreign exchange risk associated with these operating expenses is immaterial.
 
As part of our business strategy, we may enter into short-term forward currency contracts to protect ourselves from the risk arising from the fluctuation in the exchange rate associated with the cost basis of the Jinhui shares.
 
Investments
 
We hold an investment in Jinhui of $30.6 million at March 31, 2013, which is classified as available for sale under Accounting Standards Codification 320-10, “Investments — Debt and Equity Securities” (“ASC 320-10”).  The investment is classified as a noncurrent asset based on our intent to hold the investment at each reporting date.  The investments that are classified as available for sale are subject to risk of changes in market value, which if determined to be impaired (other than temporarily impaired), could result in realized impairment losses.  The Company reviews the carrying value of such investments on a quarterly basis to determine if any valuation adjustments are appropriate under ASC 320-10.  We will continue to evaluate the investment on a quarterly basis to determine the likelihood of any further significant adverse effects on the fair value.  For the three months ended March 31, 2013 and 2012, we have not deemed our investment to be impaired.  In the event we determine that the Jinhui investment is subject to any impairment, the amount of the impairment would be reclassified from AOCI and recorded as a loss in the Condensed Consolidated Statement of Operations for the amount of the impairment.
 
ITEM 4 .        CONTROLS AND PROCEDURES 
 
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
 
Under the supervision and with the participation of our management, including our President and Chief Financial Officer, we have evaluated the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rule 13a-15(e) and 15d-15(e) of the Exchange Act as of the end of the period covered by this report. Based upon that evaluation, our President and Chief Financial Officer have concluded that our disclosure controls and procedures are effective.
 
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
 
There have been no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
 
PART II:       OTHER INFORMATION 
 
ITEM 1 .          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.
 
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ITEM 1A .      RISK FACTORS 
 
In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2012, which could materially affect our business, financial condition or future results. Below is updated information for the following risk factor:
 
Our payment obligations and restrictive covenants under our credit facilities may be difficult to satisfy in the current market environment.
 
Given the negative impact of the current weak drybulk rate environment on our earnings, we face potential liquidity issues under our credit facilities and our 2010 Notes.   In the current drybulk rate environment, we anticipate that we may be unable to make required payments under our credit facilities commencing March 31, 2014. Moreover, if drybulk shipping rates remain at current levels or decline, we may not be in compliance with the maximum leverage ratio and minimum permitted consolidated interest ratio covenants under our credit facilities once current waivers expire after December 31, 2013 and are remeasured at March 31, 2014. We believe it is probable that we will not be in compliance with our minimum cash covenants at or after March 31, 2014, or earlier in the event of sustained weakness in the drybulk shipping sector.
 
Under the terms of amendments to our 2007 Credit Facility, our $253 Million Term Loan Facility, and our $100 Million Term Loan Facility entered into in August 2012 (the “August 2012 Agreements”), our next scheduled amortization payments are due in the first quarter of 2014 in the aggregate principal amount of $55.2 million. Given our current cash reserves and current drybulk shipping rates, we believe we may be unable to meet our scheduled amortization payments as early as March 31, 2014.
 
In addition to our payment obligations, our credit facilities subject us to a number of restrictive covenants, including covenants governing our ratio of net debt to EBITDA, the minimum amount of cash and cash equivalents we maintain, our ratio of EBITDA to interest expense, and our consolidated net worth. Compliance with the covenants governing our ratios of net debt to EBITDA and EBITDA to interest expense are currently waived through December 31, 2013.  However, when compliance is measured again on March 31, 2014 after expiration of the waiver , we believe it is probable that we will not be in compliance with our ratio of net debt to EBITDA covenant, and we also may not be in compliance with our ratio of EBITDA to interest expense covenant. Our minimum cash covenants require us to maintain a minimum cash balance of $39.8 million as measured at each quarter end, excluding amounts held by Baltic Trading Limited. These covenants have not been waived, and we believe it is probable that we will not remain in compliance with these covenants at or after March 31, 2014, and we may not be in compliance earlier in the event of sustained weakness in the drybulk shipping sector.
 
Absent sufficient waivers or modifications to our credit agreements, if we do not comply with our payment obligations or these covenants and fail to cure our non-compliance following applicable notice and expiration of applicable cure periods, we will be in default of one or more of our credit facilities. If such a default occurs, we may also be in default under the Indenture for our 2010 Notes and our interest rate swaps. As a result, some or all of our indebtedness could be declared immediately due and payable, and we may not have sufficient assets available to satisfy our obligations.  Substantially all of our assets are pledged as collateral to our lenders, and our lenders may seek to foreclose on their collateral if a default occurs.  We may have to seek alternative sources of financing on terms that may not be favorable to us or that may not be available at all.  We therefore could experience a material adverse effect on our business, financial condition, results of operations and cash flows.
 
Given the foregoing, we may require capital to fund ongoing operations, acquisitions and debt service. We are currently in discussions with our lenders and expect to seek further waivers or modifications to our credit agreements, which may be unavailable or subject to conditions.  We may also seek to refinance our indebtedness or raise additional capital through equity or debt offerings or selling assets (including vessels), reduce or delay capital expenditures, or pursue other restructuring options.  We cannot be certain that we will accomplish any such actions.
 
In addition, notwithstanding the waiver of certain covenants as described above, for purposes of preparing financial statements in accordance with GAAP, the Company is required to assess future compliance with the original covenants at all quarterly measurement dates within twelve months from March 31, 2013. As of March 31, 2013, it is probable that the Company will not be in compliance with one or more of its debt covenants at measurement dates within the next twelve months as discussed above.  Accordingly, the outstanding debt as of March 31, 2013 under the 2007 Credit Facility, the $253 Million Term Loan Facility and the $100 Million Term Loan Facility (as defined in Note 9 — Debt) has been reclassified as a current liability in the condensed consolidated balance sheet as of March 31, 2013.  This reclassification does not affect the existing waivers, although there can be no assurance that we could obtain further waivers upon their expiration.  As the Company may also be in default under the Indenture for the 2010 Notes and its interest rate swaps if it is in default under any of its credit facilities, the 2010 Notes and one swap previously classified as a long-term liability have likewise been reclassified as current liabilities in the condensed consolidated balance sheet as of March 31, 2013 .
 
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ITEM 6 .  EXHIBITS 

Exhibit	 	Document	
 	 	 	
3.1	 	Amended and Restated Articles of Incorporation of Genco Shipping & Trading Limited.(1)	
 	 	 	
3.2	 	Articles of Amendment of Articles of Incorporation of Genco Shipping & Trading Limited as adopted July 21, 2005.(2)	
 	 	 	
3.3	 	Articles of Amendment of Articles of Incorporation of Genco Shipping & Trading Limited as adopted May 18, 2006.(3)	
 	 	 	
3.4	 	Certificate of Designations of Series A Preferred Stock.(4)	
 	 	 	
3.5	 	Amended and Restated By-Laws of Genco Shipping & Trading Limited, dated as of November 7, 2012.(5)	
 	 	 	
4.1	 	Indenture, dated July 27, 2010, between Genco Shipping & Trading Limited and The Bank of New York Mellon.(6)	
 	 	 	
4.2	 	Supplemental Indenture, dated July 27, 2010, between Genco Shipping & Trading Limited and The Bank of New York Mellon.(6)	
 	 	 	
31.1	 	Certification of President pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as	
 	 	amended.*	
 	 	 	
31.2	 	Certification of Chief Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended.*	
 	 	 	
32.1	 	Certification of President pursuant to 18 U.S.C. Section 1350.*	
 	 	 	
32.2	 	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350.*	
 	 	 	
101	 	The following materials from Genco Shipping & Trading Limited’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013, formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets as of March 31, 2013 and December 31, 2012 (Unaudited), (ii) Condensed Consolidated Statements of Operations for the three months ended March 31, 2013 and 2012 (Unaudited), (iii) Condensed Consolidated Statements of Comprehensive Loss for the three months ended March 31, 2013 and 2012 (Unaudited), (iv) Condensed Consolidated Statements of Equity for the three months ended March 31, 2013 and 2012 (Unaudited), (v) Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2013 and 2012 (Unaudited), and (vi) Notes to Condensed Consolidated Financial Statements (Unaudited).**	

(*)	 	Filed with this report.	
 	 	 	
(**)	 	Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files in Exhibit 101 hereto are not deemed filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are not deemed filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.	
 	 	 	
(1)	 	Incorporated by reference to Genco Shipping & Trading Limited’s Registration Statement on Form S-1/A, filed with the Securities and Exchange Commission on July 6, 2005.	
 	 	 	
(2)	 	Incorporated by reference to Genco Shipping & Trading Limited’s Registration Statement on Form S-1/A, filed with the Securities and Exchange Commission on July 21, 2005.	
 	 	 	
(3)	 	Incorporated by reference to Genco Shipping & Trading Limited’s Report on Form 8-K, filed with the Securities and Exchange Commission on May 18, 2006.	
 	 	 	
(4)	 	Incorporated by reference to Genco Shipping & Trading Limited’s Report on Form 8-K, filed with the Securities and Exchange Commission on April 9, 2007.	
 	 	 	
(5)	 	Incorporated by reference to Genco Shipping & Trading Limited’s Report on Form 8-K, filed with the Securities and	
 
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 	 	Exchange Commission on November 7, 2012.	
 	 	 	
(6)	 	Incorporated by reference to Genco Shipping & Trading Limited’s Report on Form 8-K, filed with the Securities and Exchange Commission on July 27, 2010.	
 
(Remainder of page left intentionally blank)
 
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SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 	 	GENCO SHIPPING & TRADING LIMITED	

 	DATE: May 10, 2013	By:	/s/ Robert Gerald Buchanan	
 	 	Robert Gerald Buchanan	
 	 	President	
 	 	(Principal Executive Officer)	

 	DATE: May 10, 2013	By:	/s/ John C. Wobensmith	
 	 	John C. Wobensmith	
 	 	Chief Financial Officer & Secretary	
 	 	(Principal Financial and Accounting Officer)	
 
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Exhibit Index

Exhibit	 	Document	
 	 	 	
3.1	 	Amended and Restated Articles of Incorporation of Genco Shipping & Trading Limited.(1)	
 	 	 	
3.2	 	Articles of Amendment of Articles of Incorporation of Genco Shipping & Trading Limited as adopted July 21, 2005.(2)	
 	 	 	
3.3	 	Articles of Amendment of Articles of Incorporation of Genco Shipping & Trading Limited as adopted May 18, 2006.(3)	
 	 	 	
3.4	 	Certificate of Designations of Series A Preferred Stock.(4)	
 	 	 	
3.5	 	Amended and Restated By-Laws of Genco Shipping & Trading Limited, dated as of November 7, 2012.(5)	
 	 	 	
4.1	 	Indenture, dated July 27, 2010, between Genco Shipping & Trading Limited and The Bank of New York Mellon.(6)	
 	 	 	
4.2	 	Supplemental Indenture, dated July 27, 2010, between Genco Shipping & Trading Limited and The Bank of New York Mellon.(6)	
 	 	 	
31.1	 	Certification of President pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended.*	
 	 	 	
31.2	 	Certification of Chief Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended.*	
 	 	 	
32.1	 	Certification of President pursuant to 18 U.S.C. Section 1350.*	
 	 	 	
32.2	 	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350.*	
 	 	 	
101	 	The following materials from Genco Shipping & Trading Limited’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013, formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets as of March 31, 2013 and December 31, 2012 (Unaudited), (ii) Condensed Consolidated Statements of Operations for the three months ended March 31, 2013 and 2012 (Unaudited), (iii) Condensed Consolidated Statements of Comprehensive Loss for the three months ended March 31, 2013 and 2012 (Unaudited), (iv) Condensed Consolidated Statements of Equity for the three months ended March 31, 2013 and 2012 (Unaudited), (v) Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2013 and 2012 (Unaudited), and (vi) Notes to Condensed Consolidated Financial Statements (Unaudited).**	

(*)	 	Filed with this report.	
 	 	 	
(**)	 	Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files in Exhibit 101 hereto are not deemed filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are not deemed filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.	
 	 	 	
(1)	 	Incorporated by reference to Genco Shipping & Trading Limited’s Registration Statement on Form S-1/A, filed with the Securities and Exchange Commission on July 6, 2005.	
 	 	 	
(2)	 	Incorporated by reference to Genco Shipping & Trading Limited’s Registration Statement on Form S-1/A, filed with the Securities and Exchange Commission on July 21, 2005.	
 	 	 	
(3)	 	Incorporated by reference to Genco Shipping & Trading Limited’s Report on Form 8-K, filed with the Securities and Exchange Commission on May 18, 2006.	
 	 	 	
(4)	 	Incorporated by reference to Genco Shipping & Trading Limited’s Report on Form 8-K, filed with the Securities and Exchange Commission on April 9, 2007.	
 
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(5)	 	Incorporated by reference to Genco Shipping & Trading Limited’s Report on Form 8-K, filed with the Securities and Exchange Commission on November 7, 2012.	
 	 	 	
(6)	 	Incorporated by reference to Genco Shipping & Trading Limited’s Report on Form 8-K, filed with the Securities and Exchange Commission on July 27, 2010.	
 
(Remainder of page left intentionally blank)
 
50 

Exhibit 31.1
 
CERTIFICATION
 
I, Robert Gerald Buchanan, certify that:
 
1.               I have reviewed this Quarterly Report on Form 10-Q for the quarter ended March 31, 2013 of Genco Shipping & Trading Limited;
 
2.               Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
3.               Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
 
4.               The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
 
(a)          Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
(b)          Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
(c)           Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
(d)          Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
 
5.               The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
 
(a)          All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
 
(b)          Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 	/s/ Robert Gerald Buchanan	
 	Name: Robert Gerald Buchanan	
Date:  May 10, 2013	Title: President	
 
1 

Exhibit 31.2
 
CERTIFICATION
 
I, John C. Wobensmith, certify that:
 
1.               I have reviewed this Quarterly Report on Form 10-Q for the quarter ended March 31, 2013 of Genco Shipping & Trading Limited;
 
2.               Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
3.               Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
 
4.               The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
 
(a)          Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
(b)          Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
(c)           Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
(d)          Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
 
5.               The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
 
(a)          All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
 
(b)          Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 	/s/ John C. Wobensmith	
 	Name: John C. Wobensmith	
Date:  May 10, 2013	Title: Chief Financial Officer & Secretary	

Exhibit 32.1
 
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
 
In connection with Genco Shipping & Trading Limited’s (the “Company”) quarterly report on Form 10-Q for the quarter ended March 31, 2013, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned President of the Company, hereby certifies pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
 
(1)          The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
 
(2)          The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 10, 2013	/s/ Robert Gerald Buchanan	
 	Name: Robert Gerald Buchanan	
 	Title: President	
 
The foregoing certification is being furnished solely pursuant to 18 U.S.C. § 1350 and is not being filed as part of the Report or as a separate disclosure document.  A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

Exhibit 32.2
 
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
 
In connection with Genco Shipping & Trading Limited’s (the “Company”) quarterly report on Form 10-Q for the quarter ended March 31, 2013, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned Chief Financial Officer of the Company, hereby certifies pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
 
(1)          The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
 
(2)          The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 10, 2013	/s/ John C. Wobensmith	
 	Name: John C. Wobensmith	
 	Title: Chief Financial Officer & Secretary	
 
The foregoing certification is being furnished solely pursuant to 18 U.S.C. § 1350 and is not being filed as part of the Report or as a separate disclosure document.  A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.