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 September 30, 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 November 8, 2013: Common stock, $0.01 per share — 44,449,407 shares.
 
Genco Shipping & Trading Limited

 
 
 
Page
 
 
 
 
Website Information
ii
PART I — FINANCIAL INFORMATION
 
 
 
 
Item 1.
Financial Statements (unaudited)
 
 
 
 
 
 
a)
1
 
 
 
 
 
b)
2
 
 
 
 
 
c)
3
 
 
 
 
 
d)
4
 
 
 
 
 
e)
6
 
 
 
 
 
f)
7
 
 
 
 
Item 2.
27
 
 
 
Item 3.
50
 
 
 
Item 4.
52
 
 
 
 
PART II —OTHER INFORMATION
 
 
 
 
Item 1.
52
 
 
 
Item 1A.
52
 
 
 
Item 6.
53

i
Website Information

We intend to use our website, www.GencoShipping.com, as a means of disclosing material non-public information and for complying with our disclosure obligations under Regulation FD. Such disclosures will be included in our website’s Investor section. Accordingly, investors should monitor the Investor portion of our website, in addition to following our press releases, SEC filings, public conference calls, and webcasts. To subscribe to our e-mail alert service, please submit your e-mail address at the Investor Relations Home page of the Investor section of our website.  The information contained in, or that may be accessed through, our website is not incorporated by reference into or a part of this document or any other report or document we file with or furnish to the SEC, and any references to our website are intended to be inactive textual references only.

ii
PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Genco Shipping & Trading Limited
Condensed Consolidated Balance Sheets as of September 30, 2013 and December 31, 2012
(U.S. Dollars in thousands, except for share and per share data)
(Unaudited)

 
 
September 30,
2013
   
December 31,
2012
 
Assets
 
   
 
Current assets:
 
   
 
Cash and cash equivalents
 
$
109,492
   
$
72,600
 
Restricted cash
   
9,850
     
—
 
Due from charterers, net of a reserve of $361 and $488, respectively
   
14,780
     
11,714
 
Prepaid expenses and other current assets
   
18,390
     
18,146
 
Total current assets
   
152,512
     
102,460
 
 
               
Noncurrent assets:
               
Vessels, net of accumulated depreciation of $696,621 and $597,214, respectively
   
2,604,147
     
2,662,403
 
Deferred drydock, net of accumulated amortization of $11,119 and $8,086, respectively
   
9,707
     
12,037
 
Other assets, net of accumulated amortization of $20,025 and $13,162, respectively
   
23,517
     
29,561
 
Fixed assets, net of accumulated depreciation and amortization of $3,998 and $3,311, respectively
   
5,198
     
5,258
 
Other noncurrent assets
   
514
     
514
 
Restricted cash
   
300
     
10,150
 
Investments
   
41,829
     
20,988
 
Total noncurrent assets
   
2,685,212
     
2,740,911
 
 
               
Total assets
 
$
2,837,724
   
$
2,843,371
 
Liabilities and Equity
               
Current liabilities:
               
Accounts payable and accrued expenses
 
$
24,495
   
$
23,667
 
Current portion of long-term debt
   
1,313,689
     
—
 
Current interest payable
   
13,199
     
—
 
Convertible senior note payable
   
114,571
     
—
 
Deferred revenue
   
1,422
     
1,324
 
Current portion of lease obligations
   
284
     
682
 
Fair value of derivative instruments
   
9,292
     
7
 
Total current liabilities
   
1,476,952
     
25,680
 
Noncurrent liabilities:
               
Long-term lease obligations
   
3,015
     
2,465
 
Time charters acquired
   
135
     
418
 
Fair value of derivative instruments
   
—
     
16,045
 
Convertible senior note payable
   
—
     
110,918
 
Long-term interest payable
   
—
     
13,199
 
Long-term debt
   
122,750
     
1,413,439
 
Total noncurrent liabilities
   
125,900
     
1,556,484
 
 
               
Total liabilities
   
1,602,852
     
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 44,449,407 and 44,270,273 shares at September 30, 2013 and December 31, 2012, respectively
   
445
     
443
 
Additional paid-in capital
   
849,021
     
863,303
 
Accumulated other comprehensive income (loss)
   
15,763
     
(11,841
)
Retained earnings
   
85,821
     
214,391
 
Total Genco Shipping & Trading Limited shareholders’ equity
   
951,050
     
1,066,296
 
Noncontrolling interest
   
283,822
     
194,911
 
Total equity
   
1,234,872
     
1,261,207
 
 
               
Total liabilities and equity
 
$
2,837,724
   
$
2,843,371
 

See accompanying notes to condensed consolidated financial statements.
Genco Shipping & Trading Limited
Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2013 and 2012
(U.S. Dollars in Thousands, Except for Earnings Per Share and Share Data)
(Unaudited)

 
 
For the Three Months
Ended September 30,
   
For the Nine Months
Ended September 30,
 
 
 
2013
   
2012
   
2013
   
2012
 
Revenues:
 
   
   
   
 
Voyage revenues
 
$
58,605
   
$
53,603
   
$
143,222
   
$
174,740
 
Service revenues
   
828
     
828
     
2,457
     
2,466
 
 
                               
Total revenues
   
59,433
     
54,431
     
145,679
     
177,206
 
 
                               
Operating expenses:
                               
Voyage expenses
   
2,212
     
2,693
     
6,352
     
5,099
 
Vessel operating expenses
   
27,515
     
28,272
     
81,400
     
85,622
 
General, administrative, and management fees
   
7,871
     
8,622
     
24,543
     
25,680
 
Depreciation and amortization
   
35,222
     
35,038
     
104,322
     
103,954
 
 
                               
Total operating expenses
   
72,820
     
74,625
     
216,617
     
220,355
 
 
                               
Operating loss
   
(13,387
)
   
(20,194
)
   
(70,938
)
   
(43,149
)
 
                               
Other (expense) income:
                               
Other expense
   
(45
)
   
(43
)
   
(58
)
   
(40
)
Interest income
   
14
     
49
     
49
     
352
 
Interest expense
   
(23,079
)
   
(21,546
)
   
(65,922
)
   
(65,160
)
 
                               
Other expense
   
(23,110
)
   
(21,540
)
   
(65,931
)
   
(64,848
)
 
                               
Loss before income taxes
   
(36,497
)
   
(41,734
)
   
(136,869
)
   
(107,997
)
Income tax expense
   
(479
)
   
(303
)
   
(997
)
   
(918
)
 
                               
Net loss
   
(36,976
)
   
(42,037
)
   
(137,866
)
   
(108,915
)
Less: Net loss attributable to noncontrolling interest
   
(1,942
)
   
(3,588
)
   
(9,300
)
   
(9,626
)
Net loss attributable to Genco Shipping & Trading Limited
 
$
(35,034
)
 
$
(38,449
)
 
$
(128,566
)
 
$
(99,289
)
 
                               
Net loss per share-basic
 
$
(0.81
)
 
$
(0.90
)
 
$
(2.98
)
 
$
(2.40
)
Net loss per share-diluted
 
$
(0.81
)
 
$
(0.90
)
 
$
(2.98
)
 
$
(2.40
)
Weighted average common shares outstanding-basic
   
43,231,510
     
42,885,810
     
43,196,895
     
41,290,719
 
Weighted average common shares outstanding-diluted
   
43,231,510
     
42,885,810
     
43,196,895
     
41,290,719
 
Dividends declared per share
 
$
—
   
$
—
   
$
—
   
$
—
 

See accompanying notes to condensed consolidated financial statements.

Genco Shipping & Trading Limited
Condensed Consolidated Statements of Comprehensive Loss
For the Three and Nine Months Ended September 30, 2013 and 2012
(U.S. Dollars in Thousands)
(Unaudited)

 
 
For the Three Months Ended
September 30,
   
For the Nine Months
Ended September 30,
 
 
 
2013
   
2012
   
2013
   
2012
 
 
 
   
   
   
 
Net loss
 
$
(36,976
)
 
$
(42,037
)
 
$
(137,866
)
 
$
(108,915
)
 
                               
Change in unrealized gain on investments
   
14,514
     
(3,561
)
   
20,841
     
(643
)
Unrealized gain on cash flow hedges, net
   
2,076
     
1,525
     
6,763
     
6,394
 
Other comprehensive income (loss)
   
16,590
     
(2,036
)
   
27,604
     
5,751
 
 
                               
Comprehensive loss
   
(20,386
)
   
(44,073
)
   
(110,262
)
   
(103,164
)
Less: Comprehensive loss attributable to noncontrolling interest
   
(1,942
)
   
(3,588
)
   
(9,300
)
   
(9,626
)
Comprehensive loss attributable to Genco Shipping & Trading Limited
 
$
(18,444
)
 
$
(40,485
)
 
$
(100,962
)
 
$
(93,538
)

See accompanying notes to condensed consolidated financial statements.

Genco Shipping & Trading Limited
Condensed Consolidated Statements of Equity
For the Nine Months Ended September 30, 2013 and 2012
(U.S. Dollars in Thousands)
(Unaudited)

 
 
Common
Stock
   
Additional
Paid-in
Capital
   
Accumulated
Other
Comprehensive
Income (Loss)
   
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
                           
(128,566
)
   
(128,566
)
   
(9,300
)
   
(137,866
)
 
                                                       
Change in unrealized gain on investments
                   
20,841
             
20,841
     
—
     
20,841
 
 
                                                       
Unrealized gain on cash flow hedges, net
                   
6,763
             
6,763
     
—
     
6,763
 
 
                                                       
Issuance of 200,634 shares of nonvested stock, less forfeitures of 21,500 shares
   
2
     
(2
)
                   
—
     
—
     
—
 
 
                                                       
Nonvested stock amortization
           
2,314
                     
2,314
     
1,156
     
3,470
 
 
                                                       
Issuance of common stock of Baltic Trading Limited
           
(16,568
)
                   
(16,568
)
   
97,609
     
81,041
 
 
                                                       
Cash dividends paid by Baltic Trading Limited
                           
(4
)
   
(4
)
   
(580
)
   
(584
)
 
                                                       
Vesting of restricted shares issued by Baltic Trading Limited
           
(26
)
                   
(26
)
   
26
     
—
 
 
                                                       
Balance — September 30, 2013
 
$
445
   
$
849,021
   
$
15,763
   
$
85,821
   
$
951,050
   
$
283,822
   
$
1,234,872
 

 
 
Common
Stock
   
Additional
Paid-in
Capital
   
Accumulated
Other
Comprehensive
Income (Loss)
   
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
                           
(99,289
)
   
(99,289
)
   
(9,626
)
   
(108,915
)
 
                                                       
Change in unrealized gain on investments
                   
(643
)
           
(643
)
   
—
     
(643
)
 
                                                       
Unrealized gain on cash flow hedges, net
                   
6,394
             
6,394
     
—
     
6,394
 
 
                                                       
Issuance of 7,500,000 shares of common stock
   
75
     
49,799
                     
49,874
     
—
     
49,874
 
 
                                                       
Issuance of 15,000 shares of nonvested stock, less forfeitures of 1,500 shares
   
—
     
—
                     
—
     
—
     
—
 
 
                                                       
Nonvested stock amortization
           
3,214
                     
3,214
     
1,377
     
4,591
 
 
                                                       
Cash dividends paid by Baltic Trading Limited
                           
(29
)
   
(29
)
   
(3,881
)
   
(3,910
)
 
                                                       
Vesting of restricted shares issued by Baltic Trading Limited
           
32
                     
32
     
(32
)
   
—
 
 
                                                       
Balance — September 30, 2012
 
$
438
   
$
862,488
   
$
(11,798
)
 
$
260,031
   
$
1,111,159
   
$
197,850
   
$
1,309,009
 

See accompanying notes to condensed consolidated financial statements.

Genco Shipping & Trading Limited
Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2013 and 2012
(U.S. Dollars in Thousands)
(Unaudited)

 
 
For the Nine Months
Ended September 30,
 
 
 
2013
   
2012
 
Cash flows from operating activities:
 
   
 
Net loss
 
$
(137,866
)
 
$
(108,915
)
Adjustments to reconcile net loss to net cash used in operating activities:
               
Depreciation and amortization
   
104,322
     
103,954
 
Amortization of deferred financing costs
   
6,862
     
3,555
 
Amortization of time charters acquired
   
(283
)
   
(558
)
Amortization of discount on Convertible Senior Notes
   
3,653
     
3,345
 
Unrealized loss (gain) on derivative instruments
   
3
     
(76
)
Amortization of nonvested stock compensation expense
   
3,470
     
4,591
 
Change in assets and liabilities:
               
(Increase) decrease in due from charterers
   
(3,066
)
   
5,072
 
(Increase) decrease in prepaid expenses and other current assets
   
(244
)
   
689
 
Increase (decrease) in accounts payable and accrued expenses
   
146
     
(3,751
)
Increase (decrease) in deferred revenue
   
98
     
(2,351
)
Increase in lease obligations
   
152
     
875
 
Deferred drydock costs incurred
   
(1,873
)
   
(10,442
)
 
               
Net cash used in operating activities
   
(24,626
)
   
(4,012
)
Cash flows from investing activities:
               
Purchase of vessels
   
(41,097
)
   
(894
)
Purchase of other fixed assets
   
(427
)
   
(1,948
)
Changes in deposits of restricted cash
   
—
     
(400
)
 
               
Net cash used in investing activities
   
(41,524
)
   
(3,242
)
Cash flows from financing activities:
               
Proceeds from the 2010 Baltic Trading Credit Facility
   
1,000
     
—
 
Proceeds from the 2013 Baltic Trading Credit Facility
   
22,000
     
—
 
Repayments on the 2007 Credit Facility
   
—
     
(118,588
)
Repayments on the $100 Million Term Loan Facility
   
—
     
(15,385
)
Repayments on the $253 Million Term Loan Facility
   
—
     
(40,600
)
Proceeds from issuance of common stock
   
—
     
50,721
 
Payment of common stock issuance costs
   
—
     
(847
)
Proceeds from issuance of common stock by subsidiary
   
81,700
     
—
 
Payment of common stock issuance costs by subsidiary
   
(379
)
   
—
 
Payment of dividend by subsidiary
   
(584
)
   
(3,910
)
Payment of deferred financing costs
   
(695
)
   
(4,327
)
 
               
Net cash provided by (used in) financing activities
   
103,042
     
(132,936
)
 
               
Net increase (decrease) in cash and cash equivalents
   
36,892
     
(140,190
)
 
               
Cash and cash equivalents at beginning of period
   
72,600
     
227,968
 
Cash and cash equivalents at end of period
 
$
109,492
   
$
87,778
 

See accompanying notes to condensed consolidated financial statements.

Genco Shipping & Trading Limited
(U.S. Dollars in Thousands, Except Per Share and Share Data)
Notes to Condensed Consolidated Financial Statements (unaudited)

1 - GENERAL INFORMATION

The accompanying condensed consolidated financial statements include the accounts of Genco Shipping & Trading Limited (“GS&T”), 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 September 30, 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 set forth below.

Below is the list of GS&T’s wholly owned ship-owning subsidiaries as of September 30, 2013:

Wholly Owned Subsidiaries
 
Vessels 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
 
Wholly Owned Subsidiaries
Vessels Acquired
Dwt
Delivery Date
Year Built
 
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
 
 
On May 28, 2013, Baltic Trading closed an equity offering of 6,419,217 shares of Baltic Trading common stock at an offering price of $3.60 per share.  Baltic Trading received net proceeds of $21,560 after deducting underwriters’ fees and expenses.

On September 25, 2013, Baltic Trading closed an equity offering of 13,800,000 shares of Baltic Trading common stock at an offering price of $4.60 per share.  Baltic Trading received net proceeds of $59,481 after deducting underwriters’ fees and expenses.

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 September 30, 2013 and December 31, 2012, Genco Investments LLC owned 6,103,471 and 5,699,088 shares of Baltic Trading’s Class B Stock, which represented a 13.97% and 24.78% ownership interest in Baltic Trading, respectively, and 70.90% and 83.17% of the aggregate voting power of Baltic Trading’s outstanding shares of voting stock, respectively.  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.  As such, when Baltic Trading closed the equity offerings of 6,419,217 on May 28, 2013 and 13,800,000 on September 25, 2013 as noted above, GS&T was issued 128,383 and 276,000 shares, respectively, of Baltic Trading’s Class B Stock which represents 2% of the number of common shares issued.

Below is the list of Baltic Trading’s wholly owned ship-owning subsidiaries as of September 30, 2013:

Baltic Trading’s Wholly Owned
Subsidiaries
 
Vessel
 
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
 
Baltic Fox Limited
 
Baltic Fox
 
31,883
 
9/6/2013
 
2010
 
Baltic Hare Limited
 
Baltic Hare
 
31,887
 
9/5/2013
 
2009
 
Baltic Lion Limited
 
Baltic Lion
 
179,185
 
Q4 2013 (1)
 
2012
 
Baltic Tiger Limited
 
Baltic Tiger
 
179,185
 
Q4 2013 (1)
 
2011
 

(1) Delivery dates for vessels being delivered in the future are estimates based on guidance received from the sellers.

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.  MEP has the right to cancel provision of the 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, it is probable that the Company will be unable to make required payments under its credit facilities commencing during the quarter ending March 31, 2014 without modifications to or waivers of the terms of these facilities.  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 and the 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 minimum cash 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, if available, 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 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 accounting principles generally accepted in the United States of America (“U.S. GAAP”), the Company is required to assess future compliance with the original covenants at all quarterly measurement dates within twelve months from the date of such financial statements. 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 under the 2007 Credit Facility, the $253 Million Term Loan Facility and the $100 Million Term Loan Facility (as defined in Note 9 — Debt) was reclassified as a current liability in the condensed consolidated balance sheet beginning March 31, 2013 and remained classified as a current liability as of September 30, 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 were likewise reclassified as current liabilities in the condensed consolidated balance sheet beginning March 31, 2013 and remained classified as a current liability as of September 30, 2013.

2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of consolidation

The accompanying condensed consolidated financial statements have been prepared in accordance with 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 three and nine month periods ended September 30, 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 September 30, 2013 and 2012 was $33,591 and $33,462, respectively.  Depreciation expense for vessels for the nine months ended September 30, 2013 and 2012 was $99,432 and $99,646, 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 multiplied by 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 revenue when earned. Additionally, deferred revenue includes estimated customer claims mainly due to time charter performance issues. As of September 30, 2013 and December 31, 2012, the Company had an accrual of $323 and $407, respectively, related to these estimated customer claims.

Voyage expense recognition

In time charters, spot market-related time charters and pool agreements, operating costs including crew, 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 (losses) gains of ($296) and $242 during the three months ended September 30, 2013 and 2012, respectively, and $47 and $1,665 during the nine months ended September 30, 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 and nine months ended September 30, 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 September 30, 2013, the noncontrolling interest held an 86.03% economic interest in Baltic Trading while only holding 29.10% of the voting power.  At 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 revenues earned for these services during the three months ended September 30, 2013 and 2012 was $2,010 and $1,530, respectively, of which $772 and $703, respectively, was eliminated upon consolidation.  After allocation of certain expenses, there was taxable income of $1,045 associated with these activities for the three months ended September 30, 2013.  This resulted in estimated income tax expense of $471 for the three months ended September 30, 2013.  After allocation of certain expenses, there was taxable income of $664 associated with these activities for the three months ended September 30, 2012.  This resulted in income tax expense of $299 for the three months ended September 30, 2012.

Total revenues earned for these services during the nine months ended September 30, 2013 and 2012 was $5,015 and $4,575, respectively, of which $2,148 and $2,109, respectively, was eliminated upon consolidation.  After allocation of certain expenses, there was taxable income of $2,262 associated with these activities for the nine months ended September 30, 2013.  This resulted in estimated income tax expense of $975 for the nine months ended September 30, 2013.  After allocation of certain expenses, there was taxable income of $1,985 associated with these activities for the nine months ended September 30, 2012.  This resulted in income tax expense of $892 for the nine months ended September 30, 2012.

Baltic Trading is subject to income tax on its United States source income.  During the three months ended September 30, 2013 and 2012, Baltic Trading had United States operations which resulted in United States source income of $420 and $200, respectively.  Baltic Trading’s United States income tax expense for the three months ended September 30, 2013 and 2012 was $8 and $4, respectively.

During the nine months ended September 30, 2013 and 2012, Baltic Trading had United States operations which resulted in United States source income of $1,059 and $1,321, respectively.  Baltic Trading’s United States income tax expense for the nine months ended September 30, 2013 and 2012 was $22 and $26, respectively.

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 Condensed 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 — Accumulated 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 two operating segments, 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 evaluated based on net (loss) 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 and nine months ended September 30, 2013 and 2012.
 
 
For the Three Months Ended
September 30,
   
For the Nine Months Ended
September 30,
 
 
 
2013
   
2012
   
2013
   
2012
 
Voyage revenue from external customers
 
   
   
   
 
GS&T
 
$
49,503
   
$
47,312
   
$
121,755
   
$
154,552
 
Baltic Trading
   
9,102
     
6,291
     
21,467
     
20,188
 
Total operating segments
   
58,605
     
53,603
     
143,222
     
174,740
 
Eliminating revenue
   
—
     
—
     
—
     
—
 
Total consolidated voyage revenue from external customers
 
$
58,605
   
$
53,603
   
$
143,222
   
$
174,740
 

The following table presents a reconciliation of total intersegment revenue, which eliminates upon consolidation, for the Company’s two operating segments for the three and nine months ended September 30, 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
September 30,
   
For the Nine Months Ended
September 30,
 
 
 
2013
   
2012
   
2013
   
2012
 
Intersegment revenue
 
   
   
   
 
GS&T
 
$
1,187
   
$
703
   
$
2,563
   
$
2,109
 
Baltic Trading
   
—
     
—
     
—
     
—
 
Total operating segments
   
1,187
     
703
     
2,563
     
2,109
 
Eliminating revenue
   
(1,187
)
   
(703
)
   
(2,563
)
   
(2,109
)
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 and nine months ended September 30, 2013 and 2012. The eliminating net income 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
September 30,
   
For the Nine Months Ended
September 30,
 
 
 
2013
   
2012
   
2013
   
2012
 
Net loss
 
   
   
   
 
GS&T
 
$
(34,277
)
 
$
(36,969
)
 
$
(125,422
)
 
$
(94,779
)
Baltic Trading
   
(2,270
)
   
(4,822
)
   
(11,979
)
   
(12,942
)
Total operating segments
   
(36,547
)
   
(41,791
)
   
(137,401
)
   
(107,721
)
Eliminating net income
   
429
     
246
     
465
     
1,194
 
Total consolidated net loss
 
$
(36,976
)
 
$
(42,037
)
 
$
(137,866
)
 
$
(108,915
)

The following table presents a reconciliation of total assets for the Company’s two operating segments to total consolidated assets as of September 30, 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 September 30, 2013 and December 31, 2012.

 
 
September 30,
2013
   
December 31,
2012
 
Total assets
 
   
 
GS&T
 
$
2,384,172
   
$
2,482,486
 
Baltic Trading
   
457,397
     
364,370
 
Total operating segments
   
2,841,569
     
2,846,856
 
Eliminating assets
   
(3,845
)
   
(3,485
)
Total consolidated assets
 
$
2,837,724
   
$
2,843,371
 
4 - CASH FLOW INFORMATION

As of September 30, 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 September 30, 2013, the fair values of the four swaps are in a liability position of $9,292, 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 nine months ended September 30, 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 $79 for the purchase of vessels and $200 for the purchase of other fixed assets.  For the nine months ended September 30, 2013, 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 $123 associated with deferred financing fees and $280 for the payment of common stock issuance costs by its subsidiary.  For the nine months ended September 30, 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 nine months ended September 30, 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 $31 for the purchase of vessels and $77 for the purchase of other fixed assets.  Additionally, for the nine months ended September 30, 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 and long-term interest payable consisting of $246 and $13,199, respectively, associated with deferred financing fees.

During the nine months ended September 30, 2013 and 2012, cash paid for interest, including bond coupon interest paid, was $58,043 and $61,632, respectively.

During the nine months ended September 30, 2013 and 2012, cash paid for estimated income taxes was $775 and $926, respectively.

On May 16, 2013, the Company made grants of nonvested common stock under the Genco Shipping & Trading Limited 2012 Equity Incentive Plan in the amount of 200,634 shares in the aggregate to directors of the Company.  The aggregate fair value of such nonvested stock was $315.  On May 16, 2013, Baltic Trading made grants of nonvested common stock in the amount of 59,680 shares to directors of Baltic Trading.  The aggregate fair value of such nonvested stock was $225.

On May 17, 2012, the Company made grants of nonvested common stock under the Genco Shipping & Trading Limited 2005 Equity Incentive Plan in the amount of 15,000 shares in the aggregate to directors of the Company.  These shares vested on May 16, 2013.  The aggregate fair value of such nonvested stock was $53.  On May 17, 2012, Baltic Trading made grants of nonvested common stock in the amount of 12,500 shares to directors of Baltic Trading.  These shares vested on May 16, 2013.  The aggregate fair value of such nonvested stock was $48.

5 - VESSEL ACQUISITIONS AND DISPOSITIONS

On July 2, 2013, Baltic Trading entered into agreements to purchase two Handysize drybulk vessels from subsidiaries of Clipper Group for an aggregate purchase price of $41,000.  The Baltic Hare, a 2009 built Handysize vessel, was delivered on September 5, 2013 and the Baltic Fox, a 2010 built Handysize vessel, was delivered on September 6, 2013.  Baltic Trading financed the vessel purchases with proceeds from its May 28, 2013 common stock offering and borrowings under its 2013 Credit Facility entered into on August 30, 2013.  Refer to Note 9 – Debt below for further information regarding the 2013 Credit Facility.

Refer to Note 1 — General Information for a listing of the vessel delivery dates for the vessels in the Company’s fleet and the estimated delivery dates for vessels that Baltic Trading has entered into agreements to purchase.

Below market time charters, including those acquired during previous periods, were amortized as an increase to voyage revenue in the amount of $51 and $187 for the three months ended September 30, 2013 and 2012, respectively, and $283 and $558 for the nine months ended September 30, 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 September 30, 2013 and December 31, 2012, the Company held 16,335,100 shares of Jinhui capital stock which is recorded at its fair value of $41,829 and $20,988, respectively, based on the closing price on September 30, 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 and nine months ended September 30, 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 1,217,896 nonvested shares outstanding at September 30, 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.

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

 
 
For the Three Months Ended
September 30,
   
For the Nine Months Ended
September 30,
 
 
 
2013
   
2012
   
2013
   
2012
 
 
 
   
   
   
 
Common shares outstanding, basic:
 
   
   
   
 
Weighted-average common shares outstanding, basic
   
43,231,510
     
42,885,810
     
43,196,895
     
41,290,719
 
 
                               
Common shares outstanding, diluted:
                               
Weighted-average common shares outstanding, basic
   
43,231,510
     
42,885,810
     
43,196,895
     
41,290,719
 
 
                               
Dilutive effect of convertible notes
   
—
     
—
     
—
     
—
 
 
                               
Dilutive effect of restricted stock awards
   
—
     
—
     
—
     
—
 
 
                               
Weighted-average common shares outstanding, diluted
   
43,231,510
     
42,885,810
     
43,196,895
     
41,290,719
 

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:

 
 
For the Three Months Ended
September 30,
   
For the Nine Months Ended
September 30,
 
 
 
2013
   
2012
   
2013
   
2012
 
 
 
   
   
   
 
Net loss attributable to GS&T
 
$
(35,034
)
 
$
(38,449
)
 
$
(128,566
)
 
$
(99,289
)
 
                               
Interest expense related to convertible notes, if dilutive
   
—
     
—
     
—
     
—
 
 
                               
Net loss attributable to GS&T for the computation of diluted net loss per share
 
$
(35,034
)
 
$
(38,449
)
 
$
(128,566
)
 
$
(99,289
)
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 nine months ended September 30, 2013 and 2012, the Company invoiced $110 and $140, respectively, to GMC, which includes time associated with such internal audit services and other expenditures.  Additionally, during the nine months ended September 30, 2013 and 2012, the Company incurred travel and other expenditures totaling $82 and $45, respectively, reimbursable to GMC or its service provider.  At September 30, 2013 and December 31, 2012, the amount due to GMC from the Company was $0 and $12, respectively.

During the nine months ended September 30, 2013 and 2012, the Company incurred legal services aggregating $20 and $16, respectively, from Constantine Georgiopoulos, the father of Peter C. Georgiopoulos, Chairman of the Board.  At September 30, 2013 and December 31, 2012, the amount due to Constantine Georgiopoulos was $20 and $0, respectively.

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 nine months ended September 30, 2013 and 2012, Aegean supplied lubricating oils to the Company’s vessels aggregating $1,022 and $1,170, respectively.  At September 30, 2013 and December 31, 2012, $139 and $278 remained outstanding, respectively.

During the nine months ended September 30, 2013 and 2012, the Company invoiced MEP for technical services provided and expenses paid on MEP’s behalf aggregating $2,570 and $2,541, respectively.  Peter C. Georgiopoulos, Chairman of the Board, controls and has a minority interest in MEP.  At September 30, 2013 and December 31, 2012, $5 and $5, respectively, was due to the Company from MEP.  Total service revenue earned by the Company for technical services provided to MEP for the nine months ended September 30, 2013 and 2012 was $2,457 and $2,466, respectively.  Lastly, as of September 30, 2013, MEP paid the Company approximately $70 of October 2013 service revenue, which is reflected in the September 30, 2013 deferred revenue balance.

9 - DEBT

Long-term debt consists of the following:

 
 
September 30,
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
   
102,250
     
101,250
 
2013 Baltic Trading Credit Facility
   
22,000
     
—
 
Less: Current portion
   
(1,313,689
)
   
—
 
 
               
Long-term debt
 
$
122,750
   
$
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 September 30, 2013 is $1,055,912.  As of September 30, 2013, the Company has utilized its maximum borrowing capacity under the 2007 Credit Facility.
The 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”).  Additionally, the collateral maintenance financial covenant is currently waived until the Company can represent that it is in compliance with all of its financial covenants.  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 ends 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 U.S. 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 September 30, 2013, the Company believes it is in compliance with all of the financial covenants under its 2007 Credit Facility, as amended.  However, as of September 30, 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 was classified as a current liability in the condensed consolidated balance sheet beginning March 31, 2013 and remained classified as a current liability as of  September 30, 2013.

At September 30, 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 September 30, 2013, the Company has utilized its maximum borrowing capacity of $100,000. 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 September 30, 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.

As of September 30, 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 September 30, 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 was classified as a current liability in the condensed consolidated balance sheet beginning March 31, 2013 and remained classified as a current liability as of September 30, 2013.

$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 September 30, 2013, the Company has utilized its maximum borrowing capacity of $253,000 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 September 30, 2013, there was no availability under the $253 Million Term Loan Facility.
Pursuant to the amendments to the $253 Million Term Loan Facility that were entered into on December 21, 2011 and 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.

As of September 30, 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 September 30, 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 September 30, 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 was classified as a current liability and the restricted cash related to this facility was classified as a current asset in the condensed consolidated balance sheet beginning March 31, 2013 and remained classified as a current liability and a current asset, respectively, as of September 30, 2013.

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.  An additional amendment to the 2010 Baltic Trading Credit Facility was entered into by Baltic Trading effective August 29, 2013 (the “August 2013 Amendment”).  Among other things, the August 2013 Amendment implemented the following modifications to the 2010 Baltic Trading Credit Facility:

· The requirement that certain additional vessels acquired by Baltic Trading be mortgages as collateral under the 2010 Baltic Trading Credit Facility was eliminated.

· Restrictions on the incurrence of indebtedness by Baltic Trading and its subsidiaries were amended to apply only to those subsidiaries acting as guarantors under the 2010 Baltic Trading Credit Facility.

· The total commitment under this facility was reduced to $110,000 and will be further reduced in three consecutive semi-annual reductions of $5,000 commencing on May 30, 2015.

· Borrowings bear interest at an applicable margin over LIBOR of 3.00% per annum if the ratio of the maximum facility amount of the aggregate appraised value of vessels mortgaged under the facility is 55% or less, measured quarterly; otherwise, the applicable margin is 3.35% per annum.

· Financial covenants corresponding to the liquidity and leverage under the 2013 Baltic Trading Credit Facility (as defined below) have been incorporated into the 2010 Baltic Trading Credit Facility.

As of September 30, 2013, $7,750 remained available under the 2010 Baltic Trading Credit Facility as the total commitment was reduced to $110,000 on August 29, 2013.  The total available working capital borrowings of $25,000 are subject to the total remaining availability under the 2010 Baltic Trading Credit Facility; therefore, only $7,750 is available for working capital purposes as of September 30, 2013.

As of September 30, 2013, the Company believes Baltic Trading is in compliance with all of the financial covenants under the 2010 Baltic Trading Credit Facility, as amended.

2013 Baltic Trading Credit Facility

On August 30, 2013, Baltic Hare Limited and Baltic Fox Limited, wholly-owned subsidiaries of Baltic Trading, entered into a secured loan agreement with DVB Bank SE for a term loan facility of up to $22,000 (the “2013 Baltic Trading Credit Facility”).  Amounts borrowed and repaid under the 2013 Baltic Trading Credit Facility may not be reborrowed.  This facility has a maturity date of the sixth anniversary of the drawdown date for borrowings for the second vessel to be purchased, or September 4, 2019.  Borrowings under the 2013 Baltic Trading Credit Facility bear interest at the three-month LIBOR rate plus an applicable margin of 3.35% per annum.  A commitment fee of 1.00% is payable on the unused daily portion of the credit facility, which began accruing on August 30, 2013 and ended on September 4, 2013, the date which the entire $22,000 was borrowed.  Borrowings are to be repaid in 23 quarterly installments of $375 each commencing three
months after the last vessel delivery date, or December 4, 2013, and a final payment of $13,375 due on the maturity date.  Amounts repaid under the 2013 Baltic Trading Credit Facility may not be reborrowed.
 
Borrowings under the 2013 Baltic Trading Credit Facility are secured by liens on Baltic Trading’s vessels purchased with borrowings under the facility, namely the Baltic Fox and the Baltic Hare, and other related assets.   Under a Guarantee and Indemnity entered into concurrently with the 2013 Baltic Trading Credit Facility, Baltic Trading agreed to guarantee the obligations of its subsidiaries under the 2013 Credit Facility.

The 2013 Baltic Trading Credit Facility also requires Baltic Trading, Baltic Hare Limited and Baltic Fox Limited to comply with a number of covenants, including financial covenants related to liquidity, leverage, consolidated net worth, and collateral maintenance; delivery of quarterly and annual financial statements and annual projections; maintaining adequate insurances; compliance with laws (including environmental); maintenance of flag and class of the initial vessels; restrictions on consolidations, mergers or sales of assets; limitations on changes in the manager of Baltic Trading’s vessels; limitations on changes to the Management Agreement; limitations on liens and additional indebtedness; prohibitions on paying dividends if an event of default has occurred or would occur as a result of payment of a dividend; restrictions on transactions with affiliates; and other customary covenants. The liquidity covenants under the facility require Baltic Hare Limited and Baltic Fox Limited to maintain $500 in its earnings account and Baltic Trading to maintain $750 per vessel in its fleet in cash or cash equivalents plus undrawn working capital lines of credit. The facility’s leverage covenant requires that the ratio of Baltic Trading’s total financial indebtedness to the value of its total assets as adjusted based on vessel appraisals not exceed 70%. The facility also requires that Baltic Trading maintains a minimum consolidated net worth of $232,796 plus fifty percent of the value of Baltic Trading’s equity offering completed on or after May 28, 2013. The facility’s collateral maintenance covenant requires that the minimum fair market value of vessels mortgaged under the facility be 130% of the amount outstanding under the facility through August 30, 2016 and 135% of such amount thereafter.

On September 4, 2013, Baltic Trading made two drawdowns of $10,730 and $11,270 for the Baltic Hare and the Baltic Fox, respectively.   As of September 30, 2013, Baltic Trading has utilized its maximum borrowing capacity of $22,000, and there was no further availability.

As of September 30, 2013, the Company believes Baltic Trading is in compliance with all of the financial covenants under the 2013 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 was classified as current liability in the condensed consolidated balance sheet beginning March 31, 2013 and remained classified as a current liability as of September 30, 2013, 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:

 
 
For the Three Months Ended
September 30,
   
For the Nine Months Ended
September 30,
 
 
 
2013
   
2012
   
2013
   
2012
 
Effective Interest Rate
   
4.69
%
   
4.65
%
   
4.72
%
   
4.60
%
Range of Interest Rates (excluding impact of swaps and unused commitment fees)
 
3.18% to 4.31
%
 
3.22% to 4.50
%
 
3.18% to 4.38
%
 
3.22% to 4.63
%

10 — CONVERTIBLE SENIOR NOTES

The Company issued $125,000 of 5.0% Convertible Senior Notes on July 27, 2010.  The Indenture includes customary agreements and covenants, including with respect to events of default.
The following tables provide additional information about the Company’s 2010 Notes:

 
 
September 30,
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
   
10,429
     
14,082
 
Net carrying amount of the liability component
   
114,571
     
110,918
 


 
 
For the Three Months Ended
September 30,
   
For the Nine Months Ended
September 30,
 
 
 
2013
   
2012
   
2013
   
2012
 
Effective interest rate on liability component
   
10.0
%
   
10.0
%
   
10.0
%
   
10.0
%
Cash interest expense recognized
 
$
1,575
   
$
1,580
   
$
4,687
   
$
4,696
 
Non-cash interest expense recognized
   
1,265
     
1,158
     
3,653
     
3,345
 
Non-cash deferred financing amortization costs included in interest expense
   
181
     
181
     
537
     
540
 

The remaining period over which the unamortized discount will be recognized is 1.87 years. As of September 30, 2013, the if-converted value of the 2010 Notes does not exceed their principal amount.

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 twelve months after March 31, 2013.  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 $50,000 at final maturity (or when otherwise due) or if such indebtedness is accelerated.  As such, the 2010 Notes were classified as a current liability in the condensed consolidated balance sheet beginning March 31, 2013 and remained classified as a current liability as of September 30, 2013.

11 - INTEREST RATE SWAP AGREEMENTS

As of September 30, 2013 and December 31, 2012, the Company had four and five interest rate swap agreements outstanding, respectively, with DnB Bank ASA to manage interest costs and the risk associated with changing interest rates related to the Company’s 2007 Credit Facility. The total notional principal amount of the swaps at September 30, 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 September 30, 2013 and December 31, 2012:
 
 
 
 
 
    
 
September 30,
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 September 30, 2013 and December 31, 2012:
 
Asset Derivatives
 
Liability Derivatives
 
 
Balance
Fair Value
Balance
Fair Value
 
Sheet
Location
September 30,
2013
December
31, 2012
Sheet
Location
September 30,
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)
 
$
9,292
   
$
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
 
   
—
     
—
 
 
   
9,292
     
16,052
 
 
 
               
 
               
Total Derivatives
 
 
$
—
   
$
—
 
 
 
$
9,292
   
$
16,052
 

As of September 30, 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 was classified as a current liability in the condensed consolidated balance sheet beginning March 31, 2013 and remained classified as a current liability as of September 30, 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 September 30, 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
 
$
(439
) 
Interest Expense
 
$
(2,515
) 
Other Income (Expense)
 
$
2
 

The Effect of Derivative Instruments on the Condensed Consolidated Statement of Operations
For the Three-Month Period Ended September 30, 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
 
$
(1,434
) 
Interest Expense
 
$
(2,959
) 
Other Income (Expense)
 
$
30
 

The Effect of Derivative Instruments on the Condensed Consolidated Statement of Operations
For the Nine-Month Period Ended September 30, 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
 
$
(668
) 
Interest Expense
 
$
(7,431
) 
Other Income (Expense)
 
$
(3
)
The Effect of Derivative Instruments on the Condensed Consolidated Statement of Operations
For the Nine-Month Period Ended September 30, 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
 
$
(3,999
) 
Interest Expense
 
$
(10,392
)
Other Income (Expense)
 
$
76
 

At September 30, 2013, ($6,012) of AOCI is expected to be reclassified into interest expense over the next 12 months associated with interest rate derivatives.

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 September 30, 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 from investments in Jinhui stock as of September 30, 2013 and December 31, 2012.

Changes in AOCI by Component
For the Nine-Month Period Ended September 30, 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
   
14,194
     
20,841
     
35,035
 
Amounts reclassified from AOCI
   
(7,431
)
   
—
     
(7,431
)
Net current-period OCI
   
6,763
     
20,841
     
27,604
 
 
                       
AOCI — September 30, 2013
 
$
(9,294
)
 
$
25,057
   
$
15,763
 

Reclassifications Out of AOCI
For the Nine-Month Period Ended September 30, 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
 
$
7,431
 
Interest expense
 
       
   
Total reclassifications for the period
 
$
7,431
 
 

13 - FAIR VALUE OF FINANCIAL INSTRUMENTS

The fair values and carrying values of the Company’s financial instruments at September 30, 2013 and December 31, 2012 which are required to be disclosed at fair value, but not recorded at fair value, are noted below.
 
 
 
September 30, 2013
   
December 31, 2012
 
 
 
Carrying
Value
   
Fair Value
   
Carrying
Value
   
Fair Value
 
Cash and cash equivalents
 
$
109,492
   
$
109,492
   
$
72,600
   
$
72,600
 
Restricted cash
   
10,150
     
10,150
     
10,150
     
10,150
 
Floating rate debt
   
1,436,439
   
See below
     
1,413,439
     
1,413,439
 
2010 Notes
   
114,571
     
63,438
     
110,918
     
44,375
 

The fair value of the floating rate debt under the $100 Million Term Loan Facility and $253 Million Term Loan Facility are based on management’s estimate utilizing rates the Company believes it would be able to obtain for these credit facilities.  However, a portion of the floating rate debt in the 2007 Credit Facility was traded in a private transaction for an amount that is not determinable by the Company, which management believes was lower than the debt’s current carrying value.  The fair value of the 2010 Baltic Trading Credit Facility and the 2013 Baltic Trading Credit Facility is based on management’s estimates of rates it has recently obtained pursuant to the amendment to the existing 2010 Baltic Trading Credit Facility on August 29, 2013, as well as per the debt agreement for the 2013 Baltic Trading Credit Facility that was effective on August 30, 2013.  Refer to Note 9 – Debt for further information.  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 except for the 2007 Credit Facility.  The fair value of the convertible senior notes payable represents the market value based on recent transactions of the 2010 Notes at September 30, 2013 and December 31, 2012 without bifurcating the value of the conversion option.  The fair value of the interest rate swaps shown below is the estimated amount the Company would receive to terminate the swap agreements at the 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 September 30, 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.

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 September 30, 2013 and December 31, 2012, the fair values of the Company’s financial assets and liabilities are categorized as follows:

 
 
September 30, 2013
 
 
 
Total
   
Quoted
Market
Prices in
Active
Markets
(Level 1)
   
Significant
Other
Observable
Inputs
(Level 2)
 
Investments
 
$
41,829
   
$
41,829
   
$
—
 
Derivative instruments — liability position
   
9,292
     
—
     
9,292
 

 
 
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 September 30, 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 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.  The Company did not have any Level 3 financial assets or liabilities during the nine months ended September 30, 2013 and 2012.

14 - PREPAID EXPENSES AND OTHER CURRENT AND NONCURRENT ASSETS

Prepaid expenses and other current assets consist of the following:

 
 
September 30,
2013
   
December 31,
2012
 
Lubricant inventory, fuel oil and diesel oil inventory and other stores
 
$
10,989
   
$
10,322
 
Prepaid items
   
3,953
     
5,067
 
Insurance receivable
   
1,352
     
1,817
 
Other
   
2,096
     
940
 
Total prepaid expenses and other current assets
 
$
18,390
   
$
18,146
 

Other noncurrent assets in the amount of $514 at September 30, 2013 and December 31, 2012 represent 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 September 30, 2013 and December 31, 2012:

 
 
September 30,
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
   
3,339
     
3,027
 
2013 Baltic Trading Credit Facility
   
507
     
—
 
Total deferred financing costs
   
43,542
     
42,723
 
Less: accumulated amortization
   
20,025
     
13,162
 
Total
 
$
23,517
   
$
29,561
 
Amortization expense for deferred financing costs for the three months ended September 30, 2013 and 2012 was $3,171 and $1,596, respectively.  Amortization expense for deferred financing costs for the nine months ended September 30, 2013 and 2012 was $6,862 and $3,555, 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:

 
 
September 30,
2013
   
December
31, 2012
 
Fixed assets, at cost:
 
   
 
Vessel equipment
 
$
3,622
   
$
3,043
 
Leasehold improvements
   
3,823
     
3,823
 
Furniture and fixtures
   
997
     
997
 
Computer equipment
   
754
     
706
 
Total costs
   
9,196
     
8,569
 
Less: accumulated depreciation and amortization
   
3,998
     
3,311
 
Total
 
$
5,198
   
$
5,258
 

Depreciation and amortization expense for fixed assets for the three months ended  September 30, 2013 and 2012 was $233 and $230, respectively.  Depreciation and amortization expense for fixed assets for the nine months ended September 30, 2013 and 2012 was $687 and $655, respectively.

17 — ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses consist of the following :

 
 
September 30,
2013
   
December
31, 2012
 
Accounts payable
 
$
4,617
   
$
4,477
 
Accrued general and administrative expenses
   
10,190
     
8,803
 
Accrued vessel operating expenses
   
9,688
     
10,387
 
Total
 
$
24,495
   
$
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 September 30, 2013 and 2012 was $58,605 and $53,603, respectively, and for the nine months ended September 30, 2013 and 2012 was $143,222 and $174,740, respectively.  There was no profit sharing revenue earned during the three and nine months ended September 30, 2013 and 2012.  Future minimum time charter revenue, based on vessels committed to noncancelable time charter contracts as of November   1, 2013 is expected to be $9,676 for the remainder of 2013 and $7,068 during 2014, assuming off-hire due to any scheduled drydocking and that no additional off-hire time is incurred.  For drydockings, the Company assumes twenty days of offhire.  Future minimum revenue excludes revenue earned for the 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 (income) expense of ($39) and $255 during the three months ended September 30, 2013 and 2012, respectively, and $92 and $826 during the nine months ended September 30, 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 future sublease income based on the sublease agreement entered into effective November 1, 2013 and deferred rent on the facility.  The current lease obligations related to this lease agreement as of September 30, 2013 and December 31, 2012 of $284 and $682, respectively, are recorded in the condensed consolidated balance sheets in Current portion of lease obligations.  The long-term lease obligations related to this lease agreement as of September 30, 2013 and December 31, 2012 of $790 and $672, respectively, are recorded in the condensed consolidated balance sheets in Long-term lease obligations.
 
Future minimum rental payments on the above lease for the next five years and thereafter are as follows: $129 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 September 30, 2013 and December 31, 2012 of $2,225 and $1,793, respectively.  Rent expense pertaining to this lease for the three months ended September 30, 2013 and 2012 was $389.  Rent expense pertaining to this lease for the nine months ended September 30, 2013 and 2012 was $1,168.

Future minimum rental payments on the above lease for the next five years and thereafter are as follows: $245 for the remainder of 2013, $982 annually for 2014, $1,037 annually for 2015, $1,076 annually for 2016 and 2017 and a total of $16,506 for the remaining term of the lease.

20 - NONVESTED STOCK AWARDS

The table below summarizes the Company’s nonvested stock awards for the nine months ended September 30, 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
   
200,634
     
1.57
 
Vested
   
(70,000
)
   
2.86
 
Forfeited
   
(21,500
)
   
5.53
 
 
               
Outstanding at September 30, 2013
   
1,217,896
   
$
8.61
 

The total fair value of shares that vested under the GS&T Plans during the nine months ended September 30, 2013 and 2012 was $110 and $53, 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 and nine months ended September 30, 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:

 
For the Three Months Ended
September 30,
 
For the Nine Months Ended
September 30,
 
 
2013
 
2012
 
2013
 
2012
 
General, administrative, and management fees
 
$
749
   
$
1,069
   
$
2,314
   
$
3,214
 
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 September 30, 2013, unrecognized future compensation cost of $3,013 related to nonvested stock will be recognized over a weighted-average period of 2.34 years.

The following table presents a summary of Baltic Trading’s nonvested stock awards for the nine months ended September 30, 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
   
59,680
     
3.77
 
Vested
   
(166,500
)
   
10.76
 
Forfeited
   
—
     
—
 
 
               
Outstanding at September 30, 2013
   
557,429
   
$
6.37
 

The total fair value of shares that vested under the Baltic Trading Plan during the nine months ended September 30, 2013 and 2012 was $643 and $505, 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 and nine months ended September 30, 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:

 
For the Three Months Ended
September 30,
 
For the Nine Months Ended
September 30,
 
 
2013
 
2012
 
2013
 
2012
 
General, administrative, and management fees
 
$
341
   
$
403
   
$
1,156
   
$
1,377
 

The Company is amortizing Baltic Trading’s grants over the applicable vesting periods, net of anticipated forfeitures.  As of September 30, 2013, unrecognized future compensation cost of $964 related to nonvested stock will be recognized over a weighted-average period of 1.97 years.

21 - SHARE REPURCHASE PROGRAM

Since the inception of its share repurchase program through September 30, 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 and nine months ended September 30, 2013 and 2012.

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 October 31, 2013, Baltic Trading declared a dividend of $0.02 per share to be paid on or November 22, 2013 to shareholders of record as of November 18, 2013.  The aggregate amount of the dividend is expected to be approximately $874, of which approximately $752 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.
On October 31, 2013, Baltic Trading entered into agreements to purchase a 2012 built 179,185 dwt Capesize drybulk vessel and a 2011 built 179,185 dwt Capesize drybulk vessel from affiliates of SK Shipping Co. Ltd. for an aggregate purchase price of $103,000.  These vessels are to be renamed the Baltic Lion and the Baltic Tiger, respectively.  The purchases are subject to completion of customary additional documentation and closing conditions.  The vessels are expected to be delivered to Baltic Trading by the end of the fourth quarter of 2013.  Baltic Trading plans to finance this acquisition in part through the proceeds from its common stock offering completed on September 25, 2013 and in part through commercial bank debt financing.  Baltic Trading is in negotiations to obtain a commitment for commercial bank financing from a global lending institution.

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; (xv) the Company’s ability to obtain modifications or alternatives to its financing arrangements on acceptable terms; (xvi) the fulfillment of the closing conditions under, or the execution of additional documentation for, Baltic Trading’s agreements to acquire vessels; and (xvii) completion of definitive documentation for and funding of financing for the vessel acquisitions on acceptable terms; 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.  We do not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

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 consisted 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 was approximately 8.5 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. 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, spot market-related time charter contracts and pool agreements that expire (assuming the option periods in the time charters are not exercised) between November 2013 and November 2015.

In addition, Baltic Trading’s fleet currently consists of two Capesize, four Supramax and five Handysize drybulk carriers with an aggregate carrying capacity of approximately 736,000 dwt.  On July 2, 2013, Baltic Trading entered into agreements to purchase a 2010 built, 31,883 dwt Handysize drybulk vessel and a 2009 built, 31,887 dwt Handysize drybulk
vessel from subsidiaries of Clipper Group for an aggregate purchase price of $41.0 million renamed the Baltic Fox and Baltic Hare, respectively.  The Baltic Fox and Baltic Hare were delivered on September 6, 2013 and September 5, 2013, respectively.  Baltic Trading funded a portion of the purchase price of the vessels using proceeds from its registered follow-on common stock offering complted on May 28, 2013.  For the remainder of the purchase price, Baltic Tradng drew down $22.0 million on its secured loan agreement with DVB Bank SE (the “2013 Baltic Trading Credit Facility”).  Refer to Note 9 – Debt in our condensed consolidated financial statements for further information regarding this credit facility.
 
On October 31, 2013, Baltic Trading entered into agreements to purchase a 2012 built 179,185 dwt Capesize drybulk vessel and a 2011 built 179,185 dwt Capesize drybulk vessel from affiliates of SK Shipping Co. Ltd. for an aggregate purchase price of $103,000.  These vessels are to be renamed the Baltic Lion and the Baltic Tiger, respectively.   The purchases are subject to completion of customary additional documentation and closing conditions.  The vessels are expected to be delivered  by the end of the fourth quarter of 2013.  Baltic Trading plans to finance this acquisition in part through the proceeds from its common stock offering completed on September 25, 2013 and in part through commercial bank debt financing.  Baltic Trading is in negotiations to obtain a commitment for commercial bank financing from a global lending institution. Baltic Trading is seeking to raise additional cash through commercial bank debt financing in order to fulfill its payment obligations under the agreements relating to the Capesize vessel acquisitions. There can be no assurance that Baltic Trading will be able to obtain the proposed commercial bank financing or any other financing, or that if it does so, that Baltic Trading will be able to borrow all or any of the amounts committed thereunder.  Baltic Trading needs to raise additional capital in order to fulfill these obligations.  If Baltic Trading breaches or does not fully perform its obligations under such agreements, Baltic Trading may forfeit the deposits and other amounts it has paid to the sellers in connection with the Capesize vessel acquisitions, and may be liable to the sellers for any additional damages resulting from its actions.

See pages 34 - 37 for tables of all vessels that have been or are expected to be delivered to us, including Baltic Trading’s vessels.

Our management team and our other employees are responsible for the commercial and strategic management of our fleet. Commercial management includes the negotiation of charters for vessels, managing the mix of various types 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 a wholly-owned subsidiary of the Company, completed its IPO on March 15, 2010.  On May 28, 2013, Baltic Trading closed on an equity offering of 6,419,217 shares of common stock at an offering price of $3.60 per share.  Baltic Trading received net proceeds of $21.6 million after deducting underwriters’ fees and expenses.  Additionally, on September 25, 2013, Baltic Trading cosed on an equity offering of 13,800,000 shares of common stock at an offering price of $4.60 per share.  Baltic Trading received net proceeds of $59.5 million.  As of September 30, 2013, the Company’s wholly-owned subsidiary Genco Investments LLC owned 6,103,471 shares of Baltic Trading’s Class B Stock, which represents a 13.97% ownership interest in Baltic Trading at September 30, 2013 and 70.90% of the aggregate voting power of Baltic Trading’s outstanding shares of voting stock.  Baltic Trading is consolidated with the Company, as we control a majority of the voting interest in Baltic Trading.  Management’s discussion and analysis of the Company’s 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 will be 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.
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 and nine months ended September 30, 2013 and 2012 on a consolidated basis, which includes the operations of Baltic Trading.

 
 
For the Three Months Ended
September 30,
   
Increase
   
 
 
 
2013
   
2012
   
(Decrease)
   
% Change
 
Fleet Data:
 
   
   
   
 
Ownership days (1)
 
   
   
   
 
Capesize
   
1,012.0
     
1,012.0
     
—
     
—
 
Panamax
   
736.0
     
736.0
     
—
     
—
 
Supramax
   
1,932.0
     
1,932.0
     
—
     
—
 
Handymax
   
552.0
     
552.0
     
—
     
—
 
Handysize
   
1,522.1
     
1,472.0
     
50.1
     
3.4
%
 
                               
Total
   
5,754.1
     
5,704.0
     
50.1
     
0.9
%
 
                               
Available days (2)
                               
Capesize
   
1,012.0
     
999.2
     
12.8
     
1.3
%
Panamax
   
736.0
     
699.0
     
37.0
     
5.3
%
Supramax
   
1,902.7
     
1,874.7
     
28.0
     
1.5
%
Handymax
   
547.7
     
538.2
     
9.5
     
1.8
%
Handysize
   
1,508.3
     
1,472.0
     
36.3
     
2.5
%
 
                               
Total
   
5,706.7
     
5,583.1
     
123.6
     
2.2
%
 
                               
Operating days (3)
                               
Capesize
   
1,012.0
     
998.9
     
13.1
     
1.3
%
Panamax
   
736.0
     
691.1
     
44.9
     
6.5
%
Supramax
   
1,882.1
     
1,836.9
     
45.2
     
2.5
%
Handymax
   
539.6
     
537.5
     
2.1
     
0.4
%
Handysize
   
1,495.1
     
1,472.0
     
23.1
     
1.6
%
 
                               
Total
   
5,664.8
     
5,536.4
     
128.4
     
2.3
%
 
                               
Fleet utilization (4)
                               
Capesize
   
100.0
%
   
100.0
%
   
—
     
—
 
Panamax
   
100.0
%
   
98.9
%
   
1.1
%
   
1.1
%
Supramax
   
98.9
%
   
98.0
%
   
0.9
%
   
0.9
%
Handymax
   
98.5
%
   
99.9
%
   
(1.4
)%
   
(1.4
)%
Handysize
   
99.1
%
   
100.0
%
   
(0.9
)%
   
(0.9
)%
 
                               
Fleet average
   
99.3
%
   
99.2
%
   
0.1
%
   
0.1
%

 
 
For the Three Months Ended
September 30,
   
Increase
   
 
 
 
2013
   
2012
   
(Decrease)
   
% Change
 
 
 
(U.S. dollars)
   
   
 
Average Daily Results:
 
   
   
   
 
Time Charter Equivalent (5)
 
   
   
   
 
Capesize
 
$
18,178
   
$
12,261
   
$
5,917
     
48.3
%
Panamax
   
8,528
     
6,537
     
1,991
     
30.5
%
Supramax
   
8,196
     
8,906
     
(710
)
   
(8.0
)%
Handymax
   
7,811
     
8,554
     
(743
)
   
(8.7
)%
Handysize
   
7,855
     
8,689
     
(834
)
   
(9.6
)%
 
                               
Fleet average
   
9,882
     
9,119
     
763
     
8.4
%
 
                               
Daily vessel operating expenses (6)
                               
Capesize
 
$
5,154
   
$
5,507
   
$
(353
)
   
(6.4
)%
Panamax
   
4,524
     
5,813
     
(1,289
)
   
(22.2
)%
Supramax
   
4,724
     
4,778
     
(54
)
   
(1.1
)%
Handymax
   
5,241
     
4,808
     
433
     
9.0
%
Handysize
   
4,565
     
4,440
     
125
     
2.8
%
 
                               
Fleet average
   
4,782
     
4,956
     
(174
)
   
(3.5
)%
 
 
For the Nine Months Ended
September 30,
   
Increase
   
 
 
 
2013
   
2012
   
(Decrease)
   
% Change
 
Fleet Data:
 
   
   
   
 
Ownership days (1)
 
   
   
   
 
Capesize
   
3,003.0
     
3,014.0
     
(11.0
)
   
(0.4
)%
Panamax
   
2,184.0
     
2,192.0
     
(8.0
)
   
(0.4
)%
Supramax
   
5,733.0
     
5,754.0
     
(21.0
)
   
(0.4
)%
Handymax
   
1,638.0
     
1,644.0
     
(6.0
)
   
(0.4
)%
Handysize
   
4,418.1
     
4,384.0
     
34.1
     
0.8
%
 
                               
Total
   
16,976.1
     
16,988.0
     
(11.9
)
   
(0.1
)%
 
                               
Available days (2)
                               
Capesize
   
2,986.6
     
2,983.9
     
2.7
     
0.1
%
Panamax
   
2,184.0
     
2,064.4
     
119.6
     
5.8
%
Supramax
   
5,649.6
     
5,610.1
     
39.5
     
0.7
%
Handymax
   
1,614.0
     
1,560.5
     
53.5
     
3.4
%
Handysize
   
4,378.2
     
4,384.0
     
(5.8
)
   
(0.1
)%
 
                               
Total
   
16,812.4
     
16,602.9
     
209.5
     
1.3
%
 
                               
Operating days (3)
                               
Capesize
   
2,985.1
     
2,979.9
     
5.2
     
0.2
%
Panamax
   
2,165.5
     
2,051.0
     
114.5
     
5.6
%
Supramax
   
5,611.5
     
5,549.1
     
62.4
     
1.1
%
Handymax
   
1,593.9
     
1,542.7
     
51.2
     
3.3
%
Handysize
   
4,349.1
     
4,371.1
     
(22.0
)
   
(0.5
)%
 
                               
Total
   
16,705.1
     
16,493.8
     
211.3
     
1.3
%
 
                               
Fleet utilization (4)
                               
Capesize
   
99.9
%
   
99.9
%
   
—
     
—
 
Panamax
   
99.2
%
   
99.3
%
   
(0.1
)%
   
(0.1
)%
Supramax
   
99.3
%
   
98.9
%
   
0.4
%
   
0.4
%
Handymax
   
98.8
%
   
98.9
%
   
(0.1
)%
   
(0.1
)%
Handysize
   
99.3
%
   
99.7
%
   
(0.4
)%
   
(0.4
)%
 
                               
Fleet average
   
99.4
%
   
99.3
%
   
0.1
%
   
0.1
%
 
 
 
For the Nine Months Ended
September 30,
   
Increase
   
 
 
 
2013
   
2012
   
(Decrease)
   
% Change
 
 
 
(U.S. dollars)
   
   
 
Average Daily Results:
 
   
   
   
 
Time Charter Equivalent (5)
 
   
   
   
 
Capesize
 
$
10,081
   
$
14,239
   
$
(4,158
)
   
(29.2
)%
Panamax
   
7,396
     
9,894
     
(2,498
)
   
(25.2
)%
Supramax
   
8,119
     
10,002
     
(1,883
)
   
(18.8
)%
Handymax
   
7,137
     
8,367
     
(1,230
)
   
(14.7
)%
Handysize
   
7,588
     
8,567
     
(979
)
   
(11.4
)%
 
                               
Fleet average
   
8,141
     
10,218
     
(2,077
)
   
(20.3
)%
 
                               
Daily vessel operating expenses (6)
                               
Capesize
 
$
5,341
   
$
5,403
   
$
(62
)
   
(1.1
)%
Panamax
   
4,824
     
5,480
     
(656
)
   
(12.0
)%
Supramax
   
4,711
     
4,835
     
(124
)
   
(2.6
)%
Handymax
   
4,841
     
5,626
     
(785
)
   
(14.0
)%
Handysize
   
4,502
     
4,621
     
(119
)
   
(2.6
)%
 
                               
Fleet average
   
4,795
     
5,040
     
(245
)
   
(4.9
)%
 
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.

(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
September 30,
   
For the Nine Months Ended
September 30,
 
 
 
2013
   
2012
   
2013
   
2012
 
 
 
   
   
   
 
Voyage revenues (in thousands)
 
$
58,605
   
$
53,603
   
$
143,222
   
$
174,740
 
Voyage expenses (in thousands)
   
2,212
     
2,693
     
6,352
     
5,099
 
 
 
$
56,393
   
$
50,910
     
136,870
   
$
169,641
 
Total available days
   
5,706.7
     
5,583.1
     
16,812.4
     
16,602.9
 
Total TCE rate
 
$
9,882
   
$
9,119
   
$
8,141
   
$
10,218
 

(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
September 30,
   
   
 
 
 
2013
   
2012
   
Change
   
% Change
 
 
 
(U.S. dollars in thousands, except for per share amounts)
   
 
Revenue:
 
   
   
   
 
Voyage revenues
 
$
58,605
   
$
53,603
   
$
5,002
     
9.3
%
Service revenues
   
828
     
828
     
—
     
—
 
 
                               
Total revenues
   
59,433
     
54,431
     
5,002
     
9.2
%
 
                               
Operating Expenses:
                               
Voyage expenses
   
2,212
     
2,693
     
(481
)
   
(17.9
)%
Vessel operating expenses
   
27,515
     
28,272
     
(757
)
   
(2.7
)%
General, administrative, and management fees
   
7,871
     
8,622
     
(751
)
   
(8.7
)%
Depreciation and amortization
   
35,222
     
35,038
     
184
     
0.5
%
 
                               
Total operating expenses
   
72,820
     
74,625
     
(1,805
)
   
(2.4
)%
 
                               
Operating loss
   
(13,387
)
   
(20,194
)
   
6,807
     
(33.7
)%
Other expense
   
(23,110
)
   
(21,540
)
   
(1,570
)
   
7.3
%
 
                               
Loss before income taxes
   
(36,497
)
   
(41,734
)
   
5,237
     
(12.5
)%
Income tax expense
   
(479
)
   
(303
)
   
(176
)
   
58.1
%
 
                               
Net loss
   
(36,976
)
   
(42,037
)
   
5,061
     
(12.0
)%
Less: Net loss attributable to noncontrolling interest
   
(1,942
)
   
(3,588
)
   
1,646
     
(45.9
)%
Net loss attributable to Genco Shipping & Trading Limited
 
$
(35,034
)
 
$
(38,449
)
 
$
3,415
     
(8.9
)%
 
                               
Net loss per share - basic
 
$
(0.81
)
 
$
(0.90
)
 
$
0.09
     
(10.0
)%
Net loss per share - diluted
 
$
(0.81
)
 
$
(0.90
)
 
$
0.09
     
(10.0
)%
Dividends declared and paid per share
 
$
—
   
$
—
   
$
—
         
Weighted average common shares outstanding - basic
   
43,231,510
     
42,885,810
     
345,700
     
0.8
%
Weighted average common shares outstanding - diluted
   
43,231,510
     
42,885,810
     
345,700
     
0.8
%
 
                               
EBITDA (1)
 
$
23,732
   
$
18,389
   
$
5,343
     
29.1
%
 
 
For the Nine Months Ended
September 30,
   
   
 
 
 
2013
   
2012
   
Change
   
% Change
 
 
 
(U.S. dollars in thousands, except for per share amounts)
   
 
Revenue:
 
   
   
   
 
Voyage revenues
 
$
143,222
   
$
174,740
     
(31,518
)
   
(18.0
)%
Service revenues
   
2,457
     
2,466
     
(9
)
   
(0.4
)%
 
                               
Total revenues
   
145,679
     
177,206
     
(31,527
)
   
(17.8
)%
 
                               
Operating Expenses:
                               
Voyage expenses
   
6,352
     
5,099
     
1,253
     
24.6
%
Vessel operating expenses
   
81,400
     
85,622
     
(4,222
)
   
(4.9
)%
General, administrative, and management fees
   
24,543
     
25,680
     
(1,137
)
   
(4.4
)%
Depreciation and amortization
   
104,322
     
103,954
     
368
     
0.4
%
 
                               
Total operating expenses
   
216,617
     
220,355
     
(3,738
)
   
(1.7
)%
 
                               
Operating loss
   
(70,938
)
   
(43,149
)
   
(27,789
)
   
64.4
%
Other expense
   
(65,931
)
   
(64,848
)
   
(1,083
)
   
1.7
%
 
                               
Loss before income taxes
   
(136,869
)
   
(107,997
)
   
(28,872
)
   
26.7
%
Income tax expense
   
(997
)
   
(918
)
   
(79
)
   
8.6
%
 
                               
Net loss
   
(137,866
)
   
(108,915
)
   
(28,951
)
   
26.6
%
Less: Net loss attributable to noncontrolling interest
   
(9,300
)
   
(9,626
)
   
326
     
(3.4
)%
Net loss attributable to Genco Shipping & Trading Limited
 
$
(128,566
)
 
$
(99,289
)
 
$
(29,277
)
   
29.5
%
 
                               
Net loss per share - basic
 
$
(2.98
)
 
$
(2.40
)
 
$
(0.58
)
   
24.2
%
Net loss per share - diluted
 
$
(2.98
)
 
$
(2.40
)
 
$
(0.58
)
   
24.2
%
Dividends declared and paid per share
 
$
—
   
$
—
   
$
—
     
—
 
Weighted average common shares outstanding - basic
   
43,196,895
     
41,290,719
     
1,906,176
     
4.6
%
Weighted average common shares outstanding - diluted
   
43,196,895
     
41,290,719
     
1,906,176
     
4.6
%
 
                               
EBITDA (1)
 
$
42,626
   
$
70,391
   
$
(27,765
)
   
(39.4
)%
 
(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
September 30,
 
For the Nine Months Ended
September 30,
 
 
2013
 
2012
 
2013
 
2012
 
 
 
 
 
 
Net loss attributable to Genco Shipping & Trading Limited
 
$
(35,034
)
 
$
(38,449
)
 
$
(128,566
)
 
$
(99,289
)
Net interest expense
   
23,065
     
21,497
     
65,873
     
64,808
 
Income tax expense
   
479
     
303
     
997
     
918
 
Depreciation and amortization
   
35,222
     
35,038
     
104,322
     
103,954
 
EBITDA (1)
 
$
23,732
   
$
18,389
   
$
42,626
   
$
70,391
 
Results of Operations

The following tables set forth information about the vessels in our fleet, including Baltic Trading’s vessels, as of November 6, 2013:

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
 
Genco Tiberius
2007
Cargill International S.A.
December 2013
 
100% of BCI
 
Genco London
2007
Cargill International S.A.
September 2014
 
100% of BCI(3)
 
Genco Titus
2007
Swissmarine Services S.A.
July 2014
 
100% of BCI
 
Genco Constantine
2008
Cargill International S.A.
December 2013
 
100% of BCI
 
Genco Hadrian
2008
Swissmarine Services S.A.
December 2013
 
98.5% of BCI
 
Genco Commodus
2009
Swissmarine Services S.A.
  February 2014
 
99% of BCI
 
Genco Maximus
2009
Swissmarine Services S.A.
  December 2013
 
98.5% of BCI
 
Genco Claudius
2010
Swissmarine Services S.A.
  Mar. 2014/Oct. 2014
 
98.5%/99% of BCI(4)
 
 
 
 
 
 
 
Panamax Vessels
 
 
 
 
 
Genco Beauty
1999
Global Maritime Investments Ltd.
December 2013
 
97% of BPI
 
Genco Knight
1999
Swissmarine Services S.A.
January 2014
 
98% of BPI
 
Genco Leader
1999
TTMI Sarl
December 2013
 
100% of BPI
 
Genco Vigour
1999
Global Maritime Investments Ltd.
December 2013
 
100% of BPI
 
Genco Acheron
1999
Global Maritime Investments Ltd.
November 2013
 
97% of BPI
 
Genco Surprise
1998
Swissmarine Services S.A.
Dec. 2013/May 2015
 
97%/100% of BPI(5)
 
Genco Raptor
2007
Global Maritime Investments Ltd.
December 2013
 
100% of BPI
 
Genco Thunder
2007
Swissmarine Services S.A.
  December 2013
 
98.5% of BPI
 
 
 
 
 
 
 
Supramax Vessels
 
 
 
 
 
Genco Predator
2005
D’Amico Dry Ltd.
October 2014
 
101% of BSI
 
Genco Warrior
2005
Pacific Basin Chartering Ltd.
May 2014
 
101% of BSI
 
Genco Hunter
2007
Pacific Basin Chartering Ltd.
September 2014
 
107% of BSI(6)
 
Genco Cavalier
2007
Pacific Bulk Shipping Ltd.
  November 2013
 
$
14,500(7)
Genco Lorraine
2009
Pioneer Navigation Ltd.
July 2014
 
$
7,500
 
Genco Loire
2009
Western Bulk Carriers A/S
December 2013
 
$
9,000(8)
Genco Aquitaine
2009
AMN Bulk Carriers Inc.
February 2014
 
$
8,550
 
Genco Ardennes
2009
Hamburg Bulk Carriers
February 2014
 
$
10,250
 
Genco Auvergne
2009
Pioneer Navigation Ltd.
July 2014
 
100% of BSI
 
Genco Bourgogne
2010
Thoresen Shipping Singapore PTE Ltd.
November 2013
 
$
8,000
 
Genco Brittany
2010
D’Amico Dry Ltd.
October 2014
 
100% of BSI
 
Genco Languedoc
2010
D’Amico Dry Ltd.
January 2015
 
100% of BSI
 
Genco Normandy
2007
PCL Shipping PTE Ltd.
December 2013
 
$
10,300(9)
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
Thoresen Shipping Singapore PTE Ltd.
June 2014
 
$
9,750
 
Genco Rhone
2011
Pioneer Navigation Ltd.
November 2015
 
100% of BSI
 
 
 
 
 
       
Handymax Vessels
 
 
 
       
Genco Success
1997
ED & F MAN Shipping Ltd.
December 2013
 
$
8,000
 
Genco Carrier
1998
Pacific World Shipping PTE Ltd.
November 2013
 
$
13,000(10)
Genco Prosperity
1997
ED & F MAN Shipping Ltd.
January 2014
 
$
9,675(11)
Genco Wisdom
1997
ED & F MAN Shipping Ltd.
March 2014
 
91.5% of BSI
 
Genco Marine
1996
ED & F MAN Shipping Ltd.
December 2013
 
$
8,000
 
Genco Muse
2001
Pacific Basin Chartering Ltd.
April 2014
 
92.5% of BSI
 
 
 
 
 
       
Handysize Vessels
 
 
 
       
Genco Sugar
1998
Clipper Logger Pool
May 2014
 
Spot(12)
 
Genco Pioneer
1999
Clipper Logger Pool
May 2014
 
Spot(13)
 
Genco Progress
1999
Lauritzen Bulkers A/S
  November 2014
 
Spot(14)
 
Genco Reliance
1999
Lauritzen Bulkers A/S
  November 2014
 
Spot(14)
 
Genco Explorer
1999
Lauritzen Bulkers A/S
  November 2014
 
Spot(14)
 
Genco Charger
2005
Pacific Basin Chartering Ltd.
February 2015
 
100% of BHSI
 
Genco Challenger
2003
Pacific Basin Chartering Ltd.
February 2015
 
100% of BHSI
 
Genco Champion
2006
Pacific Basin Chartering Ltd.
August 2015
 
100% of BHSI
 
Genco Ocean
2010
Pioneer Navigation Ltd.
March 2015
 
107% of BHSI
 
Genco Bay
2010
Pacific Basin Chartering Ltd.
December 2014
 
107% of BHSI
 
Genco Avra
2011
Cargill International S.A.
March 2014
 
$8,500-$13,500 with 50% profit sharing(15)
 
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(15)
 
 
(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 commission generally ranging from 1.25% to 6.25%. In a time charter, the charterer is responsible for voyage expenses such as bunkers, port expenses, agents’ fees and canal dues.

(3) We have agreed to an extension with Cargill International S.A. on a spot market-related time charter for 11.5 to 14.5 months based on 100% 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. We maintain the option to convert to a fixed rate based on Capesize FFA values at 100%.  The extension began on September 25, 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 October 1, 2014 and December 1, 2014, respectively.  We maintain the option to convert to a fixed rate based on Capesize FFA values at 99%.  The extension is expected to begin on or about March 1, 2014.

(5) We have agreed to an extension with Swissmarine Services S.A. on a spot market-related time charter based on 100% 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 May 1, 2015 and July 15, 2015, respectively.  We maintain the option to convert to a fixed rate based on Panamax FFA values at 100%.  The extension is expected to begin on or about December 7, 2013.

(6) We have agreed to an extension with Pacific Basin Chartering Ltd. on a spot market-related time charter for 11 to 14 months based on 107% 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.  We maintain the option to convert to a fixed rate based on Supramax FFA values at 107%.  The extension began on October 29, 2013.

(7) We have reached an agreement with Pacific Bulk Shipping Ltd. on a time charter for approximately 20 days at a rate of $14,500 per day.  Hire is paid every 15 days in advance less a 5.00% third-party brokerage commission.  The vessel delivered to charterers on October 29, 2013 after repositioning.  The vessel redelivered to us on October 23, 2013.
(8) We have reached an agreement with Western Bulk Carriers A/S on a time charter for approximately 35 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 is expected to deliver to charterers on or about November 15, 2013 after repositioning.  A ballast bonus will be awarded after the repositioning period.  The vessel redelivered to us from the previous charterer on October 22, 2013.

(9) We have reached an agreement with PCL Shipping PTE Ltd. on a time charter for approximately 30 days at a rate of $10,300 per day.  Hire is paid every 15 days in advance less a 5.50% third-party brokerage commission.  The vessel delivered to charterers on November 5, 2013.

(10) We have reached an agreement with Pacific World Shipping PTE Ltd. on a time charter for approximately 20 days at a rate of $13,000 per day.  Hire is paid every 15 days in advance less a 5.00% third-party brokerage commission.  The vessel delivered to charterers on October 31, 2013.

(11) We have reached an agreement with ED & F MAN Shipping Ltd. on a time charter for 3.5 to 6.5 months at a rate of $9,675 per day.  Hire is paid every 15 days in advance less a 5.00% third-party brokerage commission.  The vessel delivered to charterers on October 2, 2013.

(12) We have reached an agreement to enter the vessel into the Clipper Logger Pool, a vessel pool trading in the spot market of which Clipper Group acts as the pool manager.  We can withdraw the vessel with a minimum notice of six months.  The vessel entered the pool on October 1, 2013.

(13) We have reached an agreement to enter the vessel into the Clipper Logger Pool, a vessel pool trading in the spot market of which Clipper Group acts as the pool manager.  We can withdraw the vessel with a minimum notice of six months.  The vessel redelivered from Lauritzen Bulkers A/S on October 12, 2013 and went to drydock for scheduled repairs.  The vessel entered the Clipper Logger Pool on October 27, 2013.

(14) 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 the three vessels with 12 months’ notice.

(15) 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, we allocate 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, we will continue to receive the rate presented in the ‘‘Cash Daily Rate’’ column until the charter expires.  Specifically, for the Genco Spirit and Genco Avra, the daily amount of amortization associated with the below-market rates are approximately $200 and $350 per day over the actual cash rate earned, respectively.

Baltic Trading Limited

Vessel
Year
Built
Charterer
Charter
Expiration(1)
 
Employment
Structure
 
Expected
Delivery(2)
 
 
 
 
 
 
Capesize Vessels
 
 
 
 
 
Baltic Bear
2010
Swissmarine Services S.A.
February 2015
 
101.5% of BCI (3)
 
Baltic Wolf
2010
Cargill International S.A.
July 2014
 
100% of BCI (4)
 
Baltic Lion 2012 TBD TBD TBD Q4 2013
Baltic Tiger 2011 TBD TBD TBD Q4 2013
 
Supramax Vessels
 
 
 
 
 
Baltic Leopard
2009
Resource Marine PTE Ltd.
(part of the Macquarie group of companies)
February 2014
 
95% of BSI (5)
 
Baltic Panther
2009
Bulkhandling Handymax A/S
May 2014
 
Spot Pool (6)
 
Baltic Jaguar
2009
Resource Marine PTE Ltd. (part of the Macquarie group of companies)
April 2014
 
95% of BSI (7)
 
Baltic Cougar
2009
Bulkhandling Handymax A/S
May 2014
 
Spot Pool (8)
 
 
Handysize Vessels
 
 
 
 
 
Baltic Wind
2009
Pioneer Navigation Ltd.
January 2014
 
$
8,785 (9)
Baltic Cove
2010
Cargill International S.A.
February 2014
 
115% of BHSI (10)
 
Baltic Breeze
2010
Cargill International S.A.
July 2014
 
115% of BHSI (10)
 
Baltic Fox
2010
Clipper Logger Pool
September 2015
 
Spot Pool (11)
 
Baltic Hare
2009
Clipper Logger Pool
September 2015
 
Spot Pool (11)
 
(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) The dates for vessels being delivered in the future are estimates based on guidance received from the sellers.
 
(3) Baltic Trading has 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.  The minimum and maximum expiration dates of the time charter are February 1, 2015 and April 15, 2015, respectively.
 
(4) Baltic Trading has reached an agreement 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.  The duration of the spot market-related time charter is 21.5 to 26.5 months.
 
(5) Baltic Trading has 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.
 
(6) Baltic Trading has reached an agreement to enter the vessel into the Bulkhandling Handymax A/S Pool, a vessel pool trading in the spot market of which Torvald Klaveness acts as the pool manager. The vessel has to remain in the pool for a minimum of six months, after which Baltic Trading can withdraw the vessel with three months’ notice.  The vessel entered the pool on August 4, 2013.
 
(7) Baltic Trading has 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.
 
(8) Baltic Trading has reached an agreement to enter the vessel into the Bulkhandling Handymax A/S Pool, a vessel pool trading in the spot market of which Torvald Klaveness acts as the pool manager. The vessel has to remain in the pool for a minimum of six months, after which Baltic Trading can withdraw the vessel with three months’ notice.  The vessel entered the pool on August 6, 2013.
 
(9) Baltic Trading has reached an agreement with Pioneer Navigation Ltd. on a short term spot market-related time charter for 3.5 to 5.5 months in order to position the vessel for its upcoming drydocking.  Hire is paid in arrears net of a 6.25% brokerage commission which includes the 1.25% commission payable to GS&T.  The vessel delivered to charterers on October 4, 2013.
 
(10)
The rate for each of these spot market-related time charters is based on 115% of the average 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.
 
(11) Baltic Trading has reached an agreement to enter these vessels into the Clipper Logger Pool, a vessel pool trading in the spot market of which Clipper Group acts as the pool manager.  The vessels will remain in the pool for a minimum period of two years.

Three months ended September 30, 2013 compared to the three months ended September 30, 2012

VOYAGE REVENUES-

For the three months ended September 30, 2013, voyage revenues increased 9.3% to $58.6 million as compared to $53.6 million for the three months ended September 30, 2012.  The increase in revenues was mainly due to higher charter rates achieved by our Capesize and Panamax vessels, the operation of the Baltic Fox and Baltic Hare which were delivered during the the third quarter of 2013 as well as fewer offhire days for planned drydockings during the third quarter of 2013.  These increase were partially offset by lower earnings generated by our smaller class vessels.

The average Time Charter Equivalent (“TCE”) rate of our fleet increased 8.4% to $9,882 a day for the three months ended September 30, 2013 from $9,119 a day for the three months ended September 30, 2012.  The increase in TCE rates resulted from higher charter rates achieved in the third quarter of 2013 versus the same period in 2012 for our Capesize and Panamax vessels partially offset by lower earnings by our smaller class vessels.  Although we believe there still remains excess vessel supply in the market, we believe the declining pace of fleet growth has caused freight rates to be more correlated to increases in cargo demand.  We believe that during the third quarter,  reduced supply growth in combination with increased shipments of iron ore volumes from Brazil and Australia as a result of higher Chinese steel production contributed to the Baltic Capesize Index reaching its highest point since 2010.
 
For the three months ended September 30, 2013 and 2012, we had 5,754.1 and 5,704.0 ownership days, respectively.  The increase in ownership days is a result of the delivery of two Baltic Trading vessels, the Baltic Fox and Baltic Hare,
during the third quarter of 2013.  Fleet utilization was stable at 99.3% and 99.2% for the three months ended September 30, 2013 and 2012, respectively.
 
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 September 30, 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 $0.5 million from $2.7 million during the three months ended September 30, 2012 as compared to $2.2 million during the three months ended September 30, 2013.  The decrease is primarily due to a decrease in in the cost of bunkers consumed during short-term time charters partially offset by an increase in broker commissions as a result of an increase in voyage revenue earned during the third quarter of 2013 as compared to the third quarter of 2012.

VESSEL OPERATING EXPENSES-

Vessel operating expenses decreased by $0.8 million to $27.5 million for the three months ended September 30, 2013 as compared to $28.3 million for the three months ended September 30, 2012.  The decrease was primarily due to lower maintenance expenses as well as the timing of purchases of stores for the three months ended September 30, 2013 as compared to the three months ended September 30, 2012.

Daily vessel operating expenses decreased to $4,782 per vessel per day for the three months ended September 30, 2013 from $4,956 per day for the three months ended September 30, 2012.  The decrease in daily vessel operating expenses was mainly due to lower maintenance expenses, as well as the timing of purchases of stores.  We believe daily vessel operating expenses are best measured for comparative purposes over a 12-month period in order to take into account all of the expenses that each vessel in our fleet will incur over a full year of operation.  Our actual daily vessel operating expenses per vessel for the three months ended September 30, 2013 were $490 below the weighted-average budgeted rate of $5,272 per vessel per day, which includes Baltic Trading’s vessels.

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-

General, administrative and management fees decreased by $0.8 million from $8.6 million during the three months ended September 30, 2012 to $7.9 million during the three months ended September 30, 2013.  The decrease was primarily due to lower non-cash compensation and office related expenses.  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.  Management fees did not fluctuate significantly during the third quarter of 2013 as compared to the third quarter of 2012.
DEPRECIATION AND AMORTIZATION-
Depreciation and amortization expense remained stable at $35.2 million and $35.0 million during the third quarter of 2013 and the third quarter of 2012, respectively.

OTHER (EXPENSE) INCOME-

NET INTEREST EXPENSE-

For the three months ended September 30, 2013 and 2012, net interest expense was $23.1 million and $21.5 million, respectively.  Net interest expense during the three months ended September 30, 2013 and 2012 consisted of interest expense under our 2007 Credit Facility, $100 Million Term Loan Facility, $253 Million Term Loan Facility, Baltic Trading’s $150 million senior secured revolving credit facility (the “2010 Baltic Trading Credit Facility”), the 2013 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 September 30, 2013 and 2012.

The increase in net interest expense for the third quarter of 2013 as compared to the third quarter of 2012 was primarily due to an increase in the amortization of deferred financing costs during the three months ended September 30, 2013 due to additional financing fees capitalized as part of the negotiations of the August 1, 2012 amendment to the 2007 Credit Facility, $100 Million Term Loan Facility and the $253 Million Term Loan 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 September 30, 2013 and 2012, income tax expense was $0.5 million and $0.3 million, respectively.  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 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 increase in income tax expense during the three months ended September 30, 2013 as compared to the same period during the prior year is a result of additional income earned by Genco (USA) during the three months ended September 30, 2013. This was due to the 1% purchase fee earned by Genco (USA) from Baltic Trading pursuant to the Management Agreement related to the delivery of two vessels, the Baltic Fox and Baltic Hare, during the three months ended September 30, 2013. These purchase fees eliminate upon consolidation; however, the fees are included in the net income earned by Genco (USA) and are taxable.  There were no similar transactions during the three months ended September 30, 2012.

NET LOSS ATTRIBUTABLE TO NONCONTROLLING INTEREST-

For the three months ended September 30, 2013 and 2012, net loss attributable to noncontrolling interest was $1.9 million and $3.6 million, respectively.  These amounts represent the net loss attributable to the noncontrolling interest of Baltic Trading.

Nine months ended September 30, 2013 compared to the nine months ended September 30, 2012

VOYAGE REVENUES-

For the nine months ended September 30, 2013, voyage revenues decreased 18.0% to $143.2 million versus $174.7 million for the nine months ended September 30, 2012.  Revenues decreased by approximately $31.5 million primarily due to lower charter rates achieved by the majority of our vessels partially offset by a higher number of offhire days for planned drydockings during the nine months ended September 30, 2012 as compared to the nine months ended September 30, 2013.  The net decrease in voyage revenues includes a $1.3 million increase in revenues earned by Baltic Trading due to higher spot market rates achieved by its Capesize vessels, as well as the increase in the size of Baltic Trading’s fleet during the nine months ended September 30, 2013.
 
The average TCE rate of our fleet decreased 20.3% to $8,141 a day for the nine months ended September 30, 2013 from $10,218 a day for the nine months ended September 30, 2012.  The decrease in TCE rates resulted from lower charter rates achieved during the nine months ended September 30, 2013 versus the same period last year for the majority of the vessels in our fleet as well as an increase in the number of available days.

For the nine months ended September 30, 2013 and 2012, we had 16,976.1 and 16,988.0 ownership days, respectively.  The net decrease in ownership days is a result of an additional day during the nine months ended September 30, 2012 due to the leap year partially offset by an increase in ownership days as a result of the delivery of two Baltic Trading vessels, the Baltic Fox and Baltic Hare, during the third quarter of 2013.  Fleet utilization was stable at 99.4% and 99.3% during the nine months ended September 30, 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 nine months ended September 30, 2013 and 2012, total service revenue was $2.5 million during both periods.

VOYAGE EXPENSES-

For the nine months ended September 30, 2013 and 2012, voyage expenses were $6.4 million and $5.1 million, respectively.  The $1.3 million increase is primarily due to a decrease in bunker gains, as well as an increase in the cost of bunkers consumed during short-term time charters during the nine months ended September 30, 2013 as compared to the same period during 2012.  This increase was partially offset by a decrease in broker commissions as a result of a decrease in voyage revenue earned during the nine months ended September 30, 2013 as compared to the same period last year.  Included in this variance is a $0.3 million increase in voyage expenses for Baltic Trading vessels due to an increase in the cost of bunkers consumed during short-term time charters.

VESSEL OPERATING EXPENSES-

Vessel operating expenses decreased by $4.2 million to $81.4 million for the nine months ended September 30, 2013 as compared to $85.6 million the  nine months ended September 30, 2012 primarily due to lower maintenance related expenses as well as the timing of purchases of stores during the nine months ended September 30, 2013 as compared to the nine months ended September 30, 2012.

Daily vessel operating expenses decreased to $4,795 per vessel per day for the nine months ended September 30, 2013 from $5,040 per day for the nine months ended September 30, 2012.  The decrease in daily vessel operating expenses was mainly due to lower maintenance related expenses and the timing of purchases of stores.  We believe daily vessel operating expenses are best measured for comparative purposes over a 12-month period in order to take into account all of the expenses that each vessel in our fleet will incur over a full year of operation.  Our actual daily vessel operating expenses per vessel for the nine months ended September 30, 2013 were $477 below the weighted-average budgeted rate of approximately $5,272 per vessel per day, which includes Baltic Trading’s vessels.

GENERAL, ADMINISTRATIVE AND MANAGEMENT FEES-

For the nine months ended September 30, 2013 and 2012, general, administrative and management fees decreased to $24.5 million during the nine months ended September 30, 2013 as compared to $25.7 million during the nine months ended September 30, 2012. This is primarily due to lower non-cash compensation and office related expenses partially offset by higher cash compensation expenses.  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.  Management fees did not fluctuate significantly during the nine months ended September 30, 2013 as compared to the nine months ended September 30, 2012.
DEPRECIATION AND AMORTIZATION-

Depreciation and amortization expense remained stable at $104.3 million and $104.0 million during the nine months ended September 30, 2013 and 2012, respectively.

OTHER (EXPENSE) INCOME-

NET INTEREST EXPENSE-

For the nine months ended September 30, 2013 and 2012, net interest expense was $65.9 million and $64.8 million, respectively.  Net interest expense during the nine months ended September 30, 2013 and 2012 consisted of interest expense under our 2007 Credit Facility, $100 Million Term Loan Facility, $253 Million Term Loan Facility, the 2010 Baltic Trading Credit Facility, and the 2013 Baltic Trading Credit Facility as well as interest expense related to our 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 nine months ended September 30, 2013 and 2012.

The increase in net interest expense during the nine months ended September 30, 2013 as compared to the nine months ended September 30, 2012 was primarily due to an increase in the amortization of deferred financing costs during the nine months ended September 30, 2013 due to additional financing fees capitalized as part of the negotiations of the August 1, 2012 amendement to the 2007 Credit Facility, $100 Million Term Loan Facility and the $253 Million Term Loan Facility. There was also an increase in the applicable margin for the 2007 Credit Facility which increased from 2.0% to 3.0% effective August 1, 2012 pursuant to an amendment to the 2007 Credit Facility. These increases were partially offset by a decrease in interest expense as a result of lower outstanding debt during the nine months ended September 30, 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.  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 nine months ended September 30, 2013, income tax expense was $1.0 million as compared to $0.9 million during the nine months ended September 30, 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 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 increase in income tax expense during the  nine months ended September 30, 2013 as compared to the same period during the prior year is primarily a result of additional income earned by Genco (USA) during the nine months ended September 30, 2013. This was due to the 1% purchase fee earned by Genco (USA) from Baltic Trading pursuant to the Management Agreement related to the delivery of two vessels, the Baltic Fox and Baltic Hare, during the nine months ended September 30, 2013. These purchase fees eliminate upon consolidation; however, the fees are included in the net income earned by Genco (USA) and are taxable.  There were no similar transactions during the nine months ended September 30, 2012.

NET LOSS ATTRIBUTABLE TO NONCONTROLLING INTEREST-

For the nine months ended September 30, 2013 and 2012, net loss attributable to noncontrolling interest was $9.3 million and $9.6 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 it is probable that we will be unable to make required payments under our credit facilities commencing March 31, 2014 unless we obtain modifications to or waivers of the terms of these facilities. 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 six 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, it is probable that we will 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 September 30, 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, it is probable that 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 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 was reclassified as a current liability in our condensed consolidated balance sheet beginning March 31, 2013 and remained classified as a current liability as of September 30, 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 beginning March 31, 2013 and remained classified as a current liability as of  September 30, 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 2007 Credit 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 August 17, 2013 were to decline approximately 7%.  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 September 30, 2013 were to decline approximately 10%.

On May 28, 2013, Baltic Trading closed on an equity offering of 6,419,217 shares of Baltic Trading common stock at an offering price of $3.60 per share.  Baltic Trading received net proceeds of $21.6 million after deducting underwriters’ fees and expenses.  On September 25, 2013, Baltic Trading closed on an equity offering of 13,800,000 shares of Baltic Trading common stock at an offering price of $4.60 per share.  Baltic Trading received net proceeds of $59.5 million after deducting underwriters’ fees and expenses.  Our wholly-owned subsidiary Genco Investments LLC was issued 128,383 and 276,000 shares of Baltic Trading’s Class B Stock on May 28, 2013 and September 25, 2013, respectively, which represented 2% of the number of common shares issued pursuant to the Subscription Agreement between Genco Investments LLC and Baltic Trading.  Currently, Genco Investments LLC owns 6,103,471 shares of Baltic Trading’s Class B Stock, which represents a 13.97% ownership interest in Baltic Trading and 70.90% 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.  There was an additional amendment entered into effective August 29, 2013 which reduced the borrowing capacity to $110 million and allowed Baltic Trading to incur additional indebtedness under new credit facilities.  Refer to Note 9 – Debt of our condensed consolidated financial statements for a description of this amendment. 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 $273.3 million after the payment of any dividends.

On July 2, 2013, Baltic Trading entered into agreements to purchase a 2010 built, 31,883 dwt Handysize drybulk vessel and a 2009 built, 31,887 dwt Handysize drybulk vessel from subsidiaries of Clipper Group for an aggregate purchase price of $41.0 million.  These vessels, the Baltic Fox and Baltic Hare, were delivered on September 6, 2013 and September 5, 2013, respectively.  Baltic Trading funded a portion of the purchase price of the vessels using proceeds from its registered follow-on common stock offering completed on May 28, 2013.  For the remainder of the purchase price, Baltic Trading drew down $22.0 million on its 2013 Baltic Trading Credit Facility on September 4, 2013. The 2013 Baltic Trading Credit Facility is to be repaid in 23 quarterly repayment installments of approximately $0.4 million each, the first of which is payable three months after the latest vessel delivery date, or December 4, 2013, and a balloon payment of approximately $13.4 million payable concurrently with the last repayment installment.  Interest on borrowings is payable at the three-month LIBOR rate plus a margin of 3.35%.  Refer to Note 9 – Debt in our condensed consolidated financial statements for further information regarding this credit facility
On October 31, 2013, Baltic Trading entered into agreements to purchase a 2012 built 179,185 dwt Capesize drybulk vessel and a 2011 built 179,185 dwt Capesize drybulk vessel from affiliates of SK Shipping Co. Ltd. for an aggregate purchase price of $103,000.  The purchases are subject to completion of customary additional documentation and closing conditions.  The vessels are expected to be delivered  by the end of the fourth quarter of 2013.  Baltic Trading plans to finance this acquisition in part through the proceeds from its common stock offering completed on September 25, 2013 and in part through commercial bank debt financing.  Baltic Trading are in negotiations to obtain a commitment for commercial bank financing from a global lending institution.

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, 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 nine months ended September 30, 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 nine months ended September 30, 2013 was $24.6 million compared to $4.0 million for nine months ended September 30, 2012. The fluctuation of $20.6 million in cash from operating activities was primarily due to a net loss of $137.9 million for the nine months ended September 30, 2013 compared to a net loss of $108.9 million for the nine months ended September 30, 2012, which resulted from lower charter rates achieved in the first nine months of 2013 versus the same period in 2012 for the majority of the vessels in our fleet. This was partially offset by lower drydocking costs incurred during the first nine months of 2013 compared to the same period of 2012.

Net cash used in investing activities for the nine months ended September 30, 2013 and 2012 was $41.5 million and $3.2 million, respectively.  The increase was due to the use of more funds for vessel purchases during the first nine months of 2013 compared to 2012. For the nine months ended September 30, 2013, cash used in investing activities consisted of the purchase of vessels in the amount of $41.1 million and purchases of other fixed assets totaling $0.4 million. For the nine months ended September 30, 2012, cash used in investing activities was predominantly due to purchases of fixed assets in the amount of $1.9 million and vessel related purchases totaling $0.9 million.
Net cash provided by financing activities during the nine months ended September 30, 2013 was $103.0 million compared to net cash used in financing activities of $132.9 million during the nine months ended September 30, 2012. Cash provided by financing activities for the nine months ended September 30, 2013 consisted of $81.3 million of proceeds from the issuance of common stock by our subsidiary Baltic Trading Limited, $22.0 million of net proceeds from the 2013 Baltic Trading Credit Facility and $1.0 million of proceeds from the 2010 Baltic Trading Credit Facility slightly offset by the $0.6 million dividend payment by Baltic Trading to its outside shareholders. Under amendments to all three of our credit facilities in August 2012, our scheduled amortization payments have been eliminated for each of the credit facilities through and including the quarter ending December 31, 2013. Cash used in financing activities for the nine months ended September 30, 2012 mainly consisted of the following: $118.6 million repayment of debt under the 2007 Credit Facility, $40.6 million repayment of debt under the $253 Million Term Loan Facility, $15.4 million repayment of debt under the $100 Million Term Loan Facility, $4.3 million of deferred financing costs and the $3.9 million dividend payment of our subsidiary Baltic Trading to its outside shareholders. Those uses partially offset $49.9 million of net proceeds provided by our follow-on 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 provision of the agreements for the 2007 Credit Facility, the $100 Million Term Loan Facility and the $253 Million Term Loan Facility.  On August 29, 2013, Baltic Trading entered into an amendment to the 2010 Baltic Trading Facility.  Additionally, on August 30, 2013, Baltic Trading entered into the 2013 Baltic Trading Credit Facility to fund a portion of the purchase of the Baltic Fox and Baltic Hare.  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 September 30, 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; the 2010 Baltic Trading Credit Facility, as amended; and the 2013 Baltic Trading Credit Facility.  However, as of September 30, 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 September 30, 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 September 30, 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
crrently 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 September 30, 2013 and December 31, 2012.
 
Contractual Obligations
 
The following table sets forth our contractual obligations and their maturity dates as of September 30, 2013.  The table incorporates the employment agreement entered into in September 2007 with our Chief Financial Officer, John Wobensmith.  The table reflects Baltic Trading’s agreements to acquire a 2011-built and a 2012-built Capesize vessel from affiliates of SK Shipping Co. Ltd. for an aggregate purchase price of $103,000.  Baltic Trading plans to finance these vessel acquisitions in part through the proceeds from its common stock offering completed on September 25, 2013 and in part through commercial bank debt financing as discussed above under “Liquidity and Capital Resources.”  The interest and borrowing fees reflect the 2007 Credit Facility, the $100 Million Term Loan Facility, the $253 Million Term Loan Facility, the 2010 Baltic Trading Credit Facility, the 2013 Baltic Trading Credit 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
 
$
1,436,439
   
$
375
   
$
586,988
   
$
833,451
   
$
15,625
 
2010 Notes
   
125,000
     
—
     
125,000
     
—
     
—
 
Interest and borrowing fees (2)
   
213,218
     
18,979
     
117,742
     
59,532
     
16,965
 
Remainder of purchase price of vessels (3)
   
103,000
     
103,000
                         
Executive employment agreement
   
504
     
131
     
373
     
—
     
—
 
Office leases
   
25,138
     
375
     
3,054
     
3,231
     
18,478
 
Totals
 
$
1,903,299
   
$
122,860
   
$
833,157
   
$
896,214
   
$
51,068
 

(1) Represents the three-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.
(3) The timing of this obligation is based on the estimated delivery dates for the Baltic Lion and Baltic Tiger, which are expected to be delivered during the fourth quarter of 2013.

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 0.19% 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.  For the 2013 Baltic Trading Credit Facility, interest expense has been estimated using 0.25% plus the applicable margin of 3.35%.  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 five Handysize drybulk carriers.     After the expected delivery of the two Capesize vessels that Baltic Trading has agreed to acquire, Baltic Trading will own thirteen drybulk vessels, consisting of four Capesize drybulk carriers, four Supramax drybulk carriers and five 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 (October 1- December 31, 2013)
 
$
2.3
     
60
 
2014
 
$
14.4
     
380
 

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 nine months ended September 30, 2013 and 2012, we incurred a total of $1.9 million and $10.4 million of drydocking costs, respectively.

We estimate that three of our vessels will be drydocked in the remainder of 2013.  An additional 19 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. In our continuous effort to provide superior service to customers and enhance our long-term commercial prospects, Baltic Trading has initiated a fuel efficiency upgrade program for certain of its vessels. We believe this program will generate fuel savings of approximately 8-10% going forward and increase the future earnings potential for these vessels. The cost of the upgrades, which will be performed under the planned drydocking schedule for each of the vessels, is expected to be approximately $250,000 per vessel and is included in Baltic Trading's estimated drydocking costs below. 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 (October 1- December 31, 2013)
 
$
1.0
     
20
 
2014
 
$
4.5
     
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 nine months ended September 30, 2013 and 2012, Baltic Trading did not incur drydocking costs.

We estimate that one of Baltic Trading’s vessels will be drydocked in the remainder of 2013 and five vessels will be drydocked in 2014.

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.  Under U.S. GAAP, we would not record a loss if the fair market value of a vessel (excluding its charter) is below our carrying value unless and until we determine to sell that vessel or the vessel is impaired as discussed in the 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 and 2013 Baltic Trading Credit Facility, at  September 30, 2013, and the collateral maintenance covenant under our 2007 Credit Facility was waived at September 30, 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 September 30 2013 and December 31, 2012.

At September 30, 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 September 30, 2013 and December 31, 2012, respectively, with the exception of the Baltic Fox and Baltic Hare.  For the Genco Ocean, Genco Bay, Genco Avra, Genco Mare and Genco Spirit, the last compliance testing date prior to September 30, 2013 and December 31, 2012 was August 17, 2013 and August 17, 2012, respectively, in accordance with the terms of the $100 Million Term Loan Facility. For the Baltic Fox and Baltic Hare, we utilized the vessel valuations on July 8, 2013 as the vessels were not acquired until September 2013 in accordance with the terms of the 2013 Baltic Trading Credit Facility.  For all other vessels, the compliance testing date was June 30, 2013 and December 31, 2012, respectively, in accordance with the terms of the applicable credit facility.

The amount by which the carrying value at September 30, 2013 of all of the vessels in our fleet, with the exception of the Baltic Fox and Baltic Hare, exceed the valuation of such vessels for covenant compliance purposes ranged, on an individual vessel basis, from $4.1 million to $72.7 million per vessel, and $1,351.5 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 $21.8 million at September 30, 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.
 
 
 
     
 
Carrying Value (U.S. Dollars in
Thousands) as of
 
Vessels
Year Built
Year Acquired
 
September 30,
2013
   
December 31,
2012
 
2007 Credit Facility
 
 
 
   
 
Genco Reliance
1999
2004
 
$
14,432
   
$
15,314
 
Genco Vigour
1999
2004
   
19,786
     
20,953
 
 
Carrying Value (U.S. Dollars in
Thousands) as of
Vessels
Year Built
Year Acquired
September 30,
2013
December 31,
2012
 
Genco Explorer
1999
2004
   
14,284
     
15,180
 
Genco Carrier
1998
2004
   
14,431
     
15,454
 
Genco Sugar
1998
2004
   
13,320
     
14,181
 
Genco Pioneer
1999
2005
   
14,135
     
15,021
 
Genco Progress
1999
2005
   
14,283
     
15,186
 
Genco Wisdom
1997
2005
   
13,577
     
14,584
 
Genco Success
1997
2005
   
13,485
     
14,512
 
Genco Beauty
1999
2005
   
19,913
     
21,099
 
Genco Knight
1999
2005
   
19,612
     
20,820
 
Genco Leader
1999
2005
   
19,545
     
20,757
 
Genco Marine
1996
2005
   
12,742
     
13,810
 
Genco Prosperity
1997
2005
   
13,664
     
14,691
 
Genco Muse
2001
2005
   
19,723
     
20,767
 
Genco Acheron
1999
2006
   
19,394
     
20,617
 
Genco Surprise
1998
2006
   
18,380
     
19,583
 
Genco Augustus
2007
2007
   
99,296
     
103,137
 
Genco Tiberius
2007
2007
   
99,487
     
103,325
 
Genco London
2007
2007
   
100,952
     
104,685
 
Genco Titus
2007
2007
   
101,455
     
105,182
 
Genco Challenger
2003
2007
   
30,677
     
32,185
 
Genco Charger
2005
2007
   
34,027
     
35,481
 
Genco Warrior
2005
2007
   
49,707
     
51,888
 
Genco Predator
2005
2007
   
51,061
     
53,293
 
Genco Hunter
2007
2007
   
55,319
     
57,409
 
Genco Champion
2006
2008
   
35,577
     
37,051
 
Genco Constantine
2008
2008
   
106,439
     
110,334
 
Genco Raptor
2007
2008
   
72,497
     
75,299
 
Genco Cavalier
2007
2008
   
59,273
     
61,548
 
Genco Thunder
2007
2008
   
72,711
     
75,469
 
Genco Hadrian
2008
2008
   
104,732
     
108,377
 
Genco Commodus
2009
2009
   
107,196
     
110,825
 
Genco Maximus
2009
2009
   
107,204
     
110,805
 
Genco Claudius
2010
2009
   
108,906
     
112,517
 
TOTAL
 
   
 
$
1,671,222
   
$
1,741,339
 
 
 
 
               
$100 Million Term Loan Facility
 
 
               
Genco Bay
2010
2010
   
30,354
     
31,333
 
Genco Ocean
2010
2010
   
30,425
     
31,390
 
Genco Avra
2011
2011
   
31,520
     
32,487
 
Genco Mare
2011
2011
   
31,429
     
32,386
 
Genco Spirit
2011
2011
   
32,057
     
33,020
 
TOTAL
 
   
 
$
155,785
   
$
160,616
 
 
 
 
               
$253 Million Term Loan Facility
 
 
               
Genco Aquitaine
2009
2010
   
31,955
     
33,007
 
Genco Ardennes
2009
2010
   
32,109
     
33,168
 
Genco Auvergne
2009
2010
   
32,096
     
33,136
 
Genco Bourgogne
2010
2010
   
32,081
     
33,111
 
Genco Brittany
2010
2010
   
32,150
     
33,177
 
Genco Languedoc
2010
2010
   
32,313
     
33,344
 
Genco Loire
2009
2010
   
29,198
     
30,172
 
Genco Lorraine
2009
2010
   
28,893
     
29,864
 
Genco Normandy
2007
2010
   
26,631
     
27,582
 
Genco Picardy
2005
2010
   
26,070
     
27,152
 
Genco Provence
2004
2010
   
25,671
     
26,772
 
Genco Pyrenees
2010
2010
   
32,083
     
33,095
 
 
Carrying Value (U.S. Dollars in
Thousands) as of
Vessels
Year Built
Year Acquired
September 30,
2013
December 31,
2012
 
Genco Rhone
2011
2011
   
33,694
     
34,725
 
TOTAL
 
   
 
$
394,944
   
$
408,305
 
 
 
 
               
2010 Baltic Trading Credit Facility
 
 
               
Baltic Leopard
2009
2009
   
30,654
     
31,671
 
Baltic Panther
2009
2010
   
30,731
     
31,748
 
Baltic Cougar
2009
2010
   
30,882
     
31,898
 
Baltic Jaguar
2009
2010
   
30,799
     
31,809
 
Baltic Bear
2010
2010
   
64,433
     
66,450
 
Baltic Wolf
2010
2010
   
64,225
     
66,196
 
Baltic Wind
2009
2010
   
29,410
     
30,386
 
Baltic Cove
2010
2010
   
29,758
     
30,711
 
Baltic Breeze
2010
2010
   
30,322
     
31,274
 
TOTAL
 
   
 
$
341,214
   
$
352,143
 
 
 
 
               
2013 Baltic Trading Credit Facility
 
 
               
Baltic Fox
2010
2013
   
20,970
     
—
 
Baltic Hare
2009
2013
   
20,012
     
—
 
TOTAL
 
   
 
$
40,982
   
$
—
 
Consolidated Total
$
2,604,147
$
2,662,403
 
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 Bank ASA at September 30, 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 September 30, 2013 and December 31, 2012.

The swap agreements with effective dates prior to September 30, 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% during the three and nine months ended September 30, 2013.

The total liability associated with the swaps at September 30, 2013 is $9.3 million, of which all is current, and $16.1 million at December 31, 2012, of which seven- thousand dollars is current, and is presented as the fair value of derivatives on the balance sheet.  As of September 30, 2013 and December 31, 2012, the Company has accumulated other comprehensive income (loss) (“AOCI”) of ($9.3) 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 and nine months ended September 30, 2013 and 2012.  At September 30, 2013, ($6.0) 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.  Effective December 21, 2011, we were 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.  For the three and nine months ended September 30, 2013 and 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 until August 1, 2012 when the applicable margin over LIBOR for the 2007 Credit Facility was
 
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 and nine months ended September 30, 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 and we paid three-month LIBOR plus 3.35% on the outstanding debt under the 2013 Baltic Trading Credit Facility.  A 1% increase in LIBOR would result in an increase of $8.4 million in interest expense for the nine months ended September 30, 2013, considering the increase would be only on the unhedged portion of the debt.
 
Derivative financial instruments
 
As of September 30, 2013 and December 31, 2012, we held four and five interest rate swap agreements, respectively, with DnB Bank ASA 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 September 30, 2013 and December 31, 2012.

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 September 30, 2013 and 2012 was $2.5 million and $3.0 million, respectively.  The interest rate differential pertaining to the interest rate swaps for the nine months ended September 30, 2013 and 2012 was $7.4 million and $10.4 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 $41.8 million at September 30, 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 and nine months ended September 30, 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.

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 and Part II, “Item 1A. Risk Factors” in our Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2013 and June 30 2013, respectively, 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.

In the current drybulk rate environment, we anticipate it is probable that we will be unable to make required payments under our credit facilities commencing March 31, 2014 unless we obtain modifications to or waivers of the terms of these facilities.
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 October 31, 2013.(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)
 
 
 
10.1
 
Amendment No. 3 to Management Agreement by and between Baltic Trading Limited and Genco Shipping & Trading Limited dated as of August 21, 2013.*
 
 
 
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 September 30, 2013, formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets as of September 30, 2013 and December 31, 2012 (Unaudited), (ii) Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2013 and 2012 (Unaudited), (iii) Condensed Consolidated Statements of Comprehensive Loss for the three and nine months ended September 30, 2013 and 2012 (Unaudited), (iv) Condensed Consolidated Statements of Equity for the nine months ended September 30, 2013 and 2012 (Unaudited), (v) Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 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 Exchange Commission on November 6, 2013.

(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)
SIGNATURES

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

 
GENCO SHIPPING & TRADING LIMITED
 
 
 
DATE: November 8, 2013
By:
/s/ Robert Gerald Buchanan
 
Robert Gerald Buchanan
 
President
 
(Principal Executive Officer)
 
 
 
DATE: November 8, 2013
By:
/s/ John C. Wobensmith
 
John C. Wobensmith
 
Chief Financial Officer & Secretary
 
(Principal Financial and Accounting Officer)

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 October 31, 2013.(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)
 
 
 
 
Amendment No. 3 to Management Agreement by and between Baltic Trading Limited and Genco Shipping & Trading Limited dated as of August 21, 2013.*
 
 
 
 
Certification of President pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended.*
 
 
 
 
Certification of Chief Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended.*
 
 
 
 
Certification of President pursuant to 18 U.S.C. Section 1350.*
 
 
 
 
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 September 30, 2013, formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets as of September 30, 2013 and December 31, 2012 (Unaudited), (ii) Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2013 and 2012 (Unaudited), (iii) Condensed Consolidated Statements of Comprehensive Loss for the three and nine months ended September 30, 2013 and 2012 (Unaudited), (iv) Condensed Consolidated Statements of Equity for the nine months ended September 30, 2013 and 2012 (Unaudited), (v) Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 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 Exchange Commission on November 6, 2013.

(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)
 
 
57
Exhibit 10.1
AMENDMENT NO. 3 TO MANAGEMENT AGREEMENT
 
THIS AMENDMENT NO. 3 TO MANAGEMENT AGREEMENT is dated as of August 21, 2013 and is by and between Baltic Trading Limited, a Marshall Islands corporation (the " Company "), and Genco Shipping & Trading Limited, a Marshall Islands corporation (the " Manager ") and is entered into pursuant to Section 2.8 of the Management Agreement between the Company and the Manager dated as of March 15, 2010 (the " Agreement ") solely for purposes of updating Schedule A to the Agreement.

Schedule A to the Agreement is hereby amended and restated in its entirety as follows:

SCHEDULE A
VESSELS
(As of August 21, 2013)

This Schedule may be updated from time to time by the parties in accordance with Section 2.8.
 
Vessel
Capacity
(dwt)
Built
Current
Employment
Current
Charterer
Expiration
of Charter
Flag
Capesize
 
 
 
 
 
 
Baltic Bear
177,717
2010
Spot market-related time charter
Swissmarine Services S.A.
February 2015
Marshall Islands
Baltic Wolf
177,752
2010
Spot market-related time charter
Cargill International S.A.
May 2014
Marshall Islands
Supramax
 
 
 
 
 
 
Baltic Leopard
53,447
2009
Spot market-related time charter
Resource Marine PTE Ltd. (part of the Macquarie group of companies)
February 2014
Marshall Islands
Baltic Panther
53,351
2009
Spot pool
Bulkhandling Handymax A/S Pool
 
May 2014
Marshall Islands
Baltic Cougar
53,432
2009
Spot pool
Bulkhandling Handymax A/S Pool
May 2014
Marshall Islands
Baltic Jaguar
53,474
2009
Spot market-related time charter
Resource Marine PTE Ltd. (part of the Macquarie group of companies)
April 2014
Marshall Islands
Handysize
 
 
 
 
 
 
Baltic Wind
34,409
2009
Spot market-related time charter
Cargill International S.A.
September 2013
Marshall Islands
Baltic Cove
34,403
2010
Spot market-related time charter
Cargill International S.A.
February 2014
Marshall Islands
Baltic Breeze
34,386
2010
Spot market-related time charter
Cargill International S.A.
July 2014
Marshall Islands
Baltic Fox(1)
31,883
2010
Spot pool
Clipper Logger Pool(2)
September 2015
Marshall Islands
Baltic Hare(1)
31,887
2009
Spot pool
Clipper Logger Pool(2)
September 2015
Marshall Islands
 
(1) These vessels have not yet been delivered to the Company but will be subject to the engagement under the Agreement upon such delivery.

(2) These chartering arrangements are to commence following delivery of the vessel to the Company.

Except as amended hereby, the Agreement remains in full force and effect.

[Signature page follows.]
IN WITNESS WHEREOF, the parties hereto have executed this Amendment to Management Agreement as of the date first set forth above.
 
BALTIC TRADING LIMITED
 
GENCO SHIPPING & TRADING LIMITED
 
 
 
 
 
 
 
By:
  /s/ John C. Wobensmith
 
By:
  /s/ John C. Wobensmith
 
Name: 
John C. Wobensmith
 
Name: 
John C. Wobensmith
 
Title:
President and Chief Financial Officer
 
Title:
Chief Financial Officer
 

 
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 September 30, 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:  November 8, 2013
Title: President
 
 
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 September 30, 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:  November 8, 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 September 30, 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: November 8, 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 September 30, 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: November 8, 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.