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What changed in GENCO SHIPPING & TRADING LTD's 10-K — 2023 vs 2024

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Paragraph-level year-over-year comparison of GENCO SHIPPING & TRADING LTD's 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+323 added−313 removedSource: 10-K (2025-02-21) vs 10-K (2024-02-27)

Top changes in GENCO SHIPPING & TRADING LTD's 2024 10-K

323 paragraphs added · 313 removed · 274 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

102 edited+18 added−15 removed172 unchanged
Biggest changeWe believe that our management team’s track record improves our relationships with high quality shipyards and vendors, as well as financial institutions, many of which consider reputation to be an indicator of creditworthiness. ​ 4 ​ Table of Contents OUR FLEET ​ The table below summarizes the characteristics of our vessels that have been delivered to us that are currently in our fleet: ​ ​ ​ ​ ​ ​ ​ ​ Vessel Class Dwt Year Built ​ ​ ​ ​ ​ ​ ​ Genco Augustus Capesize 180,151 2007 ​ Genco Claudius ​ Capesize ​ 169,001 ​ 2010 ​ Genco Constantine Capesize 180,183 2008 ​ Genco Hadrian Capesize 169,025 2008 ​ Genco London Capesize 177,833 2007 ​ Genco Maximus Capesize 169,025 2009 ​ Genco Tiberius Capesize 175,874 2007 ​ Genco Tiger Capesize 179,185 2011 ​ Genco Titus Capesize 177,729 2007 ​ Baltic Bear Capesize 177,717 2010 ​ Genco Lion Capesize 179,185 2012 ​ Baltic Wolf Capesize 177,752 2010 ​ Genco Endeavour ​ Capesize ​ 181,057 ​ 2015 ​ Genco Resolute ​ Capesize ​ 181,060 ​ 2015 ​ Genco Defender ​ Capesize ​ 180,021 ​ 2016 ​ Genco Liberty ​ Capesize ​ 180,032 ​ 2016 ​ Genco Reliance ​ Capesize ​ 181,146 ​ 2016 ​ Genco Ranger ​ Capesize ​ 180,882 ​ 2016 ​ Baltic Hornet Ultramax 63,574 2014 ​ Baltic Wasp Ultramax 63,389 2015 ​ Baltic Scorpion Ultramax 63,462 2015 ​ Baltic Mantis Ultramax 63,467 2015 ​ Genco Weatherly ​ Ultramax ​ 61,556 ​ 2014 ​ Genco Columbia ​ Ultramax ​ 60,294 ​ 2016 ​ Genco Magic ​ Ultramax ​ 63,443 ​ 2014 ​ Genco Vigilant ​ Ultramax ​ 63,498 ​ 2015 ​ Genco Freedom ​ Ultramax ​ 63,667 ​ 2015 ​ Genco Enterprise ​ Ultramax ​ 63,472 ​ 2016 ​ Genco Madeleine ​ Ultramax ​ 63,163 ​ 2014 ​ Genco Mayflower ​ Ultramax ​ 63,304 ​ 2017 ​ Genco Constellation ​ Ultramax ​ 63,310 ​ 2017 ​ Genco Laddey ​ Ultramax ​ 61,303 ​ 2022 ​ Genco Mary ​ Ultramax ​ 61,304 ​ 2022 ​ Genco Aquitaine Supramax 57,981 2009 ​ Genco Ardennes Supramax 58,014 2009 ​ Genco Auvergne Supramax 58,020 2009 ​ Genco Bourgogne Supramax 58,018 2010 ​ Genco Brittany Supramax 58,014 2010 ​ Genco Hunter Supramax 58,729 2007 ​ Genco Languedoc Supramax 58,018 2010 ​ Genco Picardy Supramax 55,255 2005 ​ Genco Predator Supramax 55,407 2005 ​ Genco Pyrenees Supramax 58,018 2010 ​ Genco Rhone Supramax 58,018 2011 ​ Genco Warrior Supramax 55,435 2005 ​ 5 ​ Table of Contents ​ The following groups of sister ships are included in our current fleet except as noted below: ​ ​ ​ Group Vessels 1 Genco Constantine and Genco Augustus 2 Genco Lion and Genco Tiger 3 Genco London, Baltic Wolf, Genco Titus and Baltic Bear 4 Genco Hadrian, Genco Claudius and Genco Maximus 5 Genco Resolute, Genco Endeavour, Genco Ranger and Genco Reliance 6 Genco Liberty and Genco Defender 7 Genco Enterprise, Baltic Hornet, Baltic Mantis, Baltic Scorpion and Baltic Wasp 8 Genco Auvergne, Genco Rhone, Genco Ardennes, Genco Aquitaine, Genco Brittany, Genco Languedoc, Genco Pyrenees and Genco Bourgogne 9 Genco Warrior, Genco Predator and Genco Picardy 10 Genco Magic, Genco Vigilant and Genco Freedom 11 Genco Mayflower and Genco Constellation 12 Genco Weatherly, Genco Laddey and Genco Mary ​ FLEET MANAGEMENT ​ Our management team and other employees are responsible for the commercial and strategic management of our fleet.
Biggest changeWe believe that our management team’s track record improves our relationships with high quality shipyards and vendors, as well as financial institutions, many of which consider reputation to be an indicator of creditworthiness. ​ 4 Table of Contents OUR FLEET ​ The table below summarizes the characteristics of the vessels currently in our fleet: ​ ​ ​ ​ ​ ​ ​ ​ Vessel Class Dwt Year Built ​ ​ ​ ​ ​ ​ ​ Genco Reliance ​ Capesize ​ 181,146 ​ 2016 ​ Genco Resolute ​ Capesize ​ 181,060 ​ 2015 ​ Genco Endeavour ​ Capesize ​ 181,057 ​ 2015 ​ Genco Ranger ​ Capesize ​ 180,882 ​ 2016 ​ Genco Constantine Capesize 180,183 2008 ​ Genco Augustus Capesize 180,151 2007 ​ Genco Liberty ​ Capesize ​ 180,032 ​ 2016 ​ Genco Defender ​ Capesize ​ 180,021 ​ 2016 ​ Genco Intrepid ​ Capesize ​ 180,007 ​ 2016 ​ Genco Tiger Capesize 179,185 2011 ​ Genco Lion Capesize 179,185 2012 ​ Genco London Capesize 177,833 2007 ​ Baltic Wolf Capesize 177,752 2010 ​ Genco Titus Capesize 177,729 2007 ​ Baltic Bear Capesize 177,717 2010 ​ Genco Tiberius Capesize 175,874 2007 ​ Genco Freedom ​ Ultramax ​ 63,667 ​ 2015 ​ Genco Hornet Ultramax 63,574 2014 ​ Genco Vigilant ​ Ultramax ​ 63,498 ​ 2015 ​ Genco Enterprise ​ Ultramax ​ 63,472 ​ 2016 ​ Baltic Mantis Ultramax 63,467 2015 ​ Baltic Scorpion Ultramax 63,462 2015 ​ Genco Magic ​ Ultramax ​ 63,443 ​ 2014 ​ Genco Wasp Ultramax 63,389 2015 ​ Genco Constellation ​ Ultramax ​ 63,310 ​ 2017 ​ Genco Mayflower ​ Ultramax ​ 63,304 ​ 2017 ​ Genco Madeleine ​ Ultramax ​ 63,163 ​ 2014 ​ Genco Weatherly ​ Ultramax ​ 61,556 ​ 2014 ​ Genco Mary ​ Ultramax ​ 61,304 ​ 2022 ​ Genco Laddey ​ Ultramax ​ 61,303 ​ 2022 ​ Genco Columbia ​ Ultramax ​ 60,294 ​ 2016 ​ Genco Hunter Supramax 58,729 2007 ​ Genco Auvergne Supramax 58,020 2009 ​ Genco Bourgogne Supramax 58,018 2010 ​ Genco Languedoc Supramax 58,018 2010 ​ Genco Pyrenees Supramax 58,018 2010 ​ Genco Rhone Supramax 58,018 2011 ​ Genco Ardennes Supramax 58,014 2009 ​ Genco Brittany Supramax 58,014 2010 ​ Genco Aquitaine Supramax 57,981 2009 ​ Genco Predator Supramax 55,407 2005 ​ Genco Picardy Supramax 55,255 2005 ​ ​ 5 Table of Contents The following groups of sister ships are included in our current fleet: ​ ​ ​ Group Vessels 1 Genco Constantine and Genco Augustus 2 Genco Lion and Genco Tiger 3 Genco London, Baltic Wolf, Genco Titus and Baltic Bear 4 Genco Resolute, Genco Endeavour, Genco Ranger and Genco Reliance 5 Genco Liberty and Genco Defender 6 Genco Enterprise, Genco Hornet, Baltic Mantis, Baltic Scorpion and Genco Wasp 7 Genco Auvergne, Genco Rhone, Genco Ardennes, Genco Aquitaine, Genco Brittany, Genco Languedoc, Genco Pyrenees and Genco Bourgogne 8 Genco Predator and Genco Picardy 9 Genco Magic, Genco Vigilant and Genco Freedom 10 Genco Mayflower and Genco Constellation 11 Genco Weatherly, Genco Laddey and Genco Mary ​ FLEET MANAGEMENT ​ Our management team and other employees are responsible for the commercial and strategic management of our fleet.
Additionally, an increase in cost, or unavailability, of insurance for our vessels could have a material adverse impact on our business, financial condition and results of operations. ​ Hull and Machinery, War Risks, Kidnap and Ransom Insurance ​ We maintain marine hull and machinery, war risks and kidnap and ransom insurance, which cover the risk of actual or constructive total loss for all of our vessels.
Additionally, an increase in cost, or unavailability, of insurance for our vessels could have a material adverse impact on our business, financial condition and results of operations. ​ Hull and Machinery, War Risks, Kidnap and Ransom Insurance ​ We maintain marine hull and machinery, war risks and kidnap and ransom insurance, which cover the risk of actual or constructive total loss for all our vessels.
Furthermore, given the recent attacks on commercial vessels, we do not currently intend to transit these regions; however, we will continue to monitor events in these regions. ​ Protection and Indemnity Insurance ​ Protection and indemnity insurance is provided by mutual protection and indemnity associations, or P&I Associations, which insure our third party liabilities in connection with our shipping activities.
Furthermore, given the recent attacks on commercial vessels, we do not currently intend to transit these regions; however, we will continue to monitor events. ​ Protection and Indemnity Insurance ​ Protection and indemnity insurance is provided by mutual protection and indemnity associations, or P&I Associations, which insure our third-party liabilities in connection with our shipping activities.
MEPC 77 adopted a non-binding resolution which urges Member States and ship operators to voluntarily use distillate or other cleaner alternative fuels or methods of propulsion that are safe for ships and could contribute to the reduction of Black Carbon emissions from ships when operating in or near the Arctic.
In 2021, MEPC 77 adopted a non-binding resolution which urges Member States and ship operators to voluntarily use distillate or other cleaner alternative fuels or methods of propulsion that are safe for ships and could contribute to the reduction of Black Carbon emissions from ships when operating in or near the Arctic.
This approach of owning ships that transport both major and minor bulk commodities provide us with exposure to a wide range of drybulk trade flows. We employ an active commercial strategy which consists of a global team located in the U.S., Copenhagen and Singapore.
This approach of owning ships that transport both major and minor bulk commodities provide us with exposure to a wide range of drybulk trade flows. We employ an active commercial strategy which consists of a global team located in the U.S.; Copenhagen, Denmark; and Singapore.
Strategic management involves locating, purchasing, financing and selling vessels. ​ 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 GSSM.
Strategic management involves locating, purchasing, financing and selling vessels. ​ 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 GSSM and Synergy.
We believe that the operation of our vessels is in substantial compliance with applicable environmental laws and regulations and that our vessels have all material permits, licenses, certificates or other authorizations necessary for the conduct of our operations.
We believe that the operation of our vessels is in compliance with applicable environmental laws and regulations and that our vessels have all material permits, licenses, certificates or other authorizations necessary for the conduct of our operations.
OPA defines these other damages broadly to include: i. injury to, destruction or loss of, or loss of use of, natural resources and related assessment costs; ii. injury to, or economic losses resulting from, the destruction of real and personal property; iii. loss of subsistence use of natural resources that are injured, destroyed or lost; iv. net loss of taxes, royalties, rents, fees or net profit revenues resulting from injury, destruction or loss of real or personal property, or natural resources; v. lost profits or impairment of earning capacity due to injury, destruction or loss of real or personal property or natural resources; and vi. net cost of increased or additional public services necessitated by removal activities following a discharge of oil, such as protection from fire, safety or health hazards, and loss of subsistence use of natural resources.
OPA defines these other damages broadly to include: i. injury to, destruction or loss of, or loss of use of, natural resources and related assessment costs; ii. injury to, or economic losses resulting from, the destruction of real and personal property; iii. loss of subsistence use of natural resources that are injured, destroyed or lost; 18 Table of Contents iv. net loss of taxes, royalties, rents, fees or net profit revenues resulting from injury, destruction or loss of real or personal property, or natural resources; v. lost profits or impairment of earning capacity due to injury, destruction or loss of real or personal property or natural resources; and vi. net cost of increased or additional public services necessitated by removal activities following a discharge of oil, such as protection from fire, safety or health hazards, and loss of subsistence use of natural resources.
The EPA will regulate these ballast water discharges and other discharges incidental to the normal operation of certain vessels within United States waters pursuant to the Vessel Incidental Discharge Act (“VIDA”), which was signed into law on December 4, 2018 and replaces the 2013 Vessel General Permit (“VGP”) program (which authorizes discharges incidental to operations of commercial vessels and contains numeric ballast water discharge limits for most vessels to reduce the risk of invasive species in U.S. waters, stringent requirements for exhaust gas scrubbers, and requirements for the use of environmentally acceptable lubricants) and current Coast Guard ballast water management regulations adopted under the U.S.
The EPA will regulate these ballast water discharges and other discharges incidental to the normal operation of certain vessels within United States waters pursuant to the Vessel Incidental Discharge Act 20 Table of Contents (“VIDA”), which was signed into law on December 4, 2018 and replaces the 2013 Vessel General Permit (“VGP”) program (which authorizes discharges incidental to operations of commercial vessels and contains numeric ballast water discharge limits for most vessels to reduce the risk of invasive species in U.S. waters, stringent requirements for exhaust gas scrubbers, and requirements for the use of environmentally acceptable lubricants) and current Coast Guard ballast water management regulations adopted under the U.S.
Lastly, GSSM currently employs approximately 80 personnel. ​ CUSTOMERS ​ Our assessment of a charterer’s financial condition and reliability is an important factor in negotiating employment for our vessels. We generally charter our vessels to major trading houses (including commodities traders), major producers and government-owned entities rather than to more speculative or undercapitalized entities.
Lastly, GSSM currently employs approximately 75 personnel. ​ CUSTOMERS ​ Our assessment of a charterer’s financial condition and reliability is an important factor in negotiating employment for our vessels. We generally charter our vessels to major trading houses (including commodities traders), major producers and government-owned entities rather than to more speculative or undercapitalized entities.
The limitation on liability similarly does not apply if the responsible party fails or refuses to (i) report the incident as required by law where the responsible party knows or has reason to know of the incident; (ii) reasonably cooperate and assist as 18 ​ Table of Contents requested in connection with oil removal activities; or (iii) without sufficient cause, comply with an order issued under the Federal Water Pollution Act (Section 311 (c), (e)) or the Intervention on the High Seas Act.
The limitation on liability similarly does not apply if the responsible party fails or refuses to (i) report the incident as required by law where the responsible party knows or has reason to know of the incident; (ii) reasonably cooperate and assist as requested in connection with oil removal activities; or (iii) without sufficient cause, comply with an order issued under the Federal Water Pollution Act (Section 311 (c), (e)) or the Intervention on the High Seas Act.
In July 2023, MEPC 80 adopted a revised strategy, which includes an enhanced common ambition to reach net-zero greenhouse gas emissions from international shipping around or close to 2050, a commitment to ensure an uptake of alternative zero and near-zero greenhouse gas fuels by 2030, as well as i). reducing the total annual greenhouse gas emissions from international shipping by at least 20%, striving for 30%, by 2030, compared to 2008; and ii). reducing the total annual greenhouse gas emissions from international shipping by at least 70%, striving for 80%, by 2040, compared to 2008.
In July 2023, MEPC 80 adopted a revised 22 Table of Contents strategy, which includes an enhanced common ambition to reach net-zero greenhouse gas emissions from international shipping around or close to 2050, a commitment to ensure an uptake of alternative zero and near-zero greenhouse gas fuels by 2030, as well as i). reducing the total annual greenhouse gas emissions from international shipping by at least 20%, striving for 30%, by 2030, compared to 2008; and ii). reducing the total annual greenhouse gas emissions from international shipping by at least 70%, striving for 80%, by 2040, compared to 2008.
The head of our technical management team has over 30 years of experience in the shipping industry. ​ Under our technical management agreement with GSSM, GSSM is obligated to: ​ ● provide personnel to supervise the maintenance and general efficiency of our vessels; ​ ● arrange and supervise the maintenance of our vessels to our standards to assure that our vessels comply with applicable national and international regulations and the requirements of our vessels’ classification societies; ​ ● select and train the crews for our vessels, including assuring that the crews have the correct certificates for the types of vessels on which they serve; ​ ● check the compliance of the crews’ licenses with the regulations of the vessels’ flag states and the International Maritime Organization, or IMO; ​ ● arrange the supply of spares and stores for our vessels; and ​ ● report expense transactions to us, and make its procurement and accounting systems available to us. ​ 6 ​ Table of Contents OUR CHARTERS ​ As of February 27, 2024, we fixed 20 of our vessels on spot market voyage charters where we provide a vessel for the transportation of goods between a load port and discharge port at a specified per-ton or on a lump sum basis.
The head of our technical management team has over 45 years of experience in the shipping industry. ​ Under our technical management agreement with GSSM, GSSM is obligated to: ​ ● provide personnel to supervise the maintenance and general efficiency of our vessels; ​ ● arrange and supervise the maintenance of our vessels to our standards to assure that our vessels comply with applicable national and international regulations and the requirements of our vessels’ classification societies; ​ ● select and train the crews for our vessels, including assuring that the crews have the correct certificates for the types of vessels on which they serve; ​ ● check the compliance of the crews’ licenses with the regulations of the vessels’ flag states and the International Maritime Organization, or IMO; ​ ● arrange the supply of spares and stores for our vessels; and ​ ● report expense transactions to us, and make its procurement and accounting systems available to us. ​ OUR CHARTERS ​ As of February 20, 2025, we fixed twelve of our vessels on spot market voyage charters where we provide a vessel for the transportation of goods between a load port and discharge port at a specified per-ton or on a lump sum 6 Table of Contents basis.
We believe that our well-maintained, high-quality vessels provide us with a competitive advantage in the current environment of increasing regulation and customer emphasis on quality. ​ We have implemented the International Safety Management Code, which was promulgated by the International Maritime Organization, or IMO (the United Nations agency for maritime safety and the prevention of marine pollution by ships), to establish pollution prevention requirements applicable to vessels.
We believe that our well-maintained, high-quality vessels provide us with a competitive advantage in the current environment of increasing regulation and customer emphasis on quality. 8 Table of Contents ​ We have implemented the International Safety Management Code, which was promulgated by the International Maritime Organization, or IMO (the United Nations agency for maritime safety and the prevention of marine pollution by ships), to establish pollution prevention requirements applicable to vessels.
The exteriors of vessels constructed prior to January 1, 2003 that have not been in drydock must, as of September 17, 2008, either not contain the prohibited compounds or have coatings applied to the vessel exterior that act as a barrier to the leaching of the prohibited compounds.
The exteriors of vessels constructed prior to January 1, 2003 that have not been in drydock must, as of September 17, 2008, either not contain the prohibited compounds or have coatings applied to the vessel exterior that act 17 Table of Contents as a barrier to the leaching of the prohibited compounds.
Vessels that are 15 years old or older are required, as part of the intermediate survey process, to be drydocked every 24 to 36 months for inspection of the underwater portions of the vessel and for necessary repairs stemming from the inspection. ​ 8 ​ Table of Contents In addition to the classification inspections, many of our customers regularly inspect our vessels as a precondition to chartering them for voyages.
Vessels that are 15 years old or older are required, as part of the intermediate survey process, to be drydocked every 24 to 36 months for inspection of the underwater portions of the vessel and for necessary repairs stemming from the inspection. ​ In addition to the classification inspections, many of our customers regularly inspect our vessels as a precondition to chartering them for voyages.
Under the terms of certain contracts, the charterer is entitled to extend the time charter from two to four months in order to complete the vessel's final voyage plus any time the vessel has been off-hire. ​ (2) Time charter rates presented are the gross daily charterhire rates before third party brokerage commission generally ranging from 1.25% to 6.25%.
Under the terms of certain contracts, the charterer is entitled to extend the time charter from two to four months in order to complete the vessel's final voyage plus any time the vessel has been off-hire. ​ (2) Time charter rates presented are the gross daily charterhire rates before third party brokerage commission generally ranging from 1.25% to 5.00%.
We also seek to maintain low-cost, highly efficient operations by capitalizing on the cost savings and economies of scale that result from operating a larger fleet as well as sister ships.
We seek to maintain highly efficient operations by capitalizing on the cost savings and economies of scale that result from operating a larger fleet as well as sister ships.
The document of compliance and safety management certificate are renewed as required. 14 ​ Table of Contents Regulation II-1/3-10 of the SOLAS Convention governs ship construction and stipulates that ships over 150 meters in length must have adequate strength, integrity and stability to minimize risk of loss or pollution.
The document of compliance and safety management certificate are renewed as required. Regulation II-1/3-10 of the SOLAS Convention governs ship construction and stipulates that ships over 150 meters in length must have adequate strength, integrity and stability to minimize risk of loss or pollution.
On December 18, 2022, the Environmental Council and European Parliament agreed to include maritime shipping emissions within the scope of the EU ETS on a gradual introduction of obligations for shipping companies to surrender allowances equivalent to a portion of their carbon emissions: 40% for verified emissions from 2024, 70% for 2025 and 100% for 2026.
On December 18, 2022, 21 Table of Contents the Environmental Council and European Parliament agreed to include maritime shipping emissions within the scope of the EU ETS on a gradual introduction of obligations for shipping companies to surrender allowances equivalent to a portion of their carbon emissions: 40% for verified emissions from 2024, 70% for 2025 and 100% for 2026.
MEPC 80 also adopted further amendments relating to Appendix II of the BWM Convention concerning the form of the Ballast Water Record Book, which are expected to enter into force in February 2025. A protocol for ballast water compliance monitoring devices and unified interpretation of the form of the BWM Convention certificate were also adopted.
MEPC 80 also adopted further amendments relating to Appendix II of the BWM Convention concerning the form of the Ballast Water Record Book, which are expected to 16 Table of Contents enter into force in February 2025. A protocol for ballast water compliance monitoring devices and unified interpretation of the form of the BWM Convention certificate were also adopted.
We believe that our vessels are in substantial compliance with SOLAS and LLMC standards. ​ Under Chapter IX of the SOLAS Convention, or the International Safety Management Code for the Safe Operation of Ships and for Pollution Prevention (the “ISM Code”), our operations are also subject to environmental standards and requirements.
We believe that our vessels are in substantial compliance with SOLAS and LLMC standards. 14 Table of Contents ​ Under Chapter IX of the SOLAS Convention, or the International Safety Management Code for the Safe Operation of Ships and for Pollution Prevention (the “ISM Code”), our operations are also subject to environmental standards and requirements.
Effective May 2005, Annex VI sets limits on sulfur oxide and nitrogen oxide emissions from all commercial vessel exhausts and prohibits “deliberate emissions” of ozone depleting substances (such as halons and chlorofluorocarbons), emissions of volatile compounds from cargo tanks, and the shipboard incineration of specific substances.
Effective May 2005, Annex VI sets limits on sulfur oxide and nitrogen oxide emissions from all commercial vessel exhausts and prohibits “deliberate emissions” of ozone depleting substances (such as halons and chlorofluorocarbons), emissions of 12 Table of Contents volatile compounds from cargo tanks, and the shipboard incineration of specific substances.
MEPC 79 revised the EEDI calculation guidelines to include a CO2 conversion factor for ethane, a reference to the updated ITCC guidelines, and a clarification that in case of a ship with multiple load line certificates, the maximum certified summer draft should be used when determining the deadweight. The amendments will enter into force on May 1, 2024.
MEPC 79 also revised the EEDI calculation guidelines to include a CO2 conversion factor for ethane, a reference to the updated ITCC guidelines, and a clarification that in case of a ship with multiple load line certificates, the maximum certified summer draft should be used when determining the deadweight. The amendments entered into force on May 1, 2024.
To implement certain portions of the MTSA, the USCG issued regulations requiring the implementation of certain security requirements aboard vessels operating in waters subject to the jurisdiction of the United States and at certain ports and facilities, some of which are regulated by the EPA.
To 23 Table of Contents implement certain portions of the MTSA, the USCG issued regulations requiring the implementation of certain security requirements aboard vessels operating in waters subject to the jurisdiction of the United States and at certain ports and facilities, some of which are regulated by the EPA.
Our vessels are typically manned with more crew members than are required by the country of the vessel’s flag in order to allow for the performance of routine maintenance duties. ​ We currently employ 35 shore-based personnel, which includes personnel in our Singapore and Copenhagen offices. In addition, approximately 990 seagoing personnel are employed on our vessels.
Our vessels are typically manned with more crew members than are required by the country of the vessel’s flag in order to allow for the performance of routine maintenance duties. ​ We currently employ 37 shore-based personnel, which includes personnel in our Singapore and Copenhagen offices. In addition, approximately 925 seagoing personnel are employed on our vessels.
We may seek to mitigate the risk of these seasonal variations by entering into long-term time charters for certain of our vessels, where possible. However, this seasonality may result in quarter-to-quarter volatility in our operating results, depending on when we enter into our time charters or if our vessels trade on the spot market.
We may seek to mitigate the risk of these seasonal variations by entering into contracts of affreightment and/or medium to long-term time charters for certain of our vessels, where possible. However, this seasonality may result in quarter-to-quarter volatility in our operating results, depending on when we enter into our time charters or if our vessels trade on the spot market.
To accomplish this objective, we intend to: ​ ● Continue to operate a high-quality fleet — We intend to maintain a modern, high-quality fleet that meets or exceeds stringent industry standards and complies with charterer requirements through GSSM’s rigorous and comprehensive maintenance program.
To accomplish this objective, we intend to: ​ ● Continue to operate a high-quality fleet — We intend to maintain a modern, high-quality fleet that meets or exceeds stringent industry standards and complies with charterer requirements through GSSM and Synergy’s rigorous and comprehensive maintenance program.
Our loss of hire insurance has a 14-day deductible and provides claim coverage for up to 60 days. 10 ​ Table of Contents ​ Cyber Liability Insurance ​ We maintain cyber liability insurance against financial losses resulting from data breaches and cyberattacks.
Our loss of hire insurance has a 14-day deductible and provides claim coverage for up to 60 days. ​ Cyber Liability Insurance ​ We maintain cyber liability insurance against financial losses resulting from data breaches and cyberattacks.
ITEM 1. BUSINESS ​ OVERVIEW ​ General ​ We are a New York City-based company incorporated in the Marshall Islands in 2004. We transport iron ore, coal, grain, steel products and other drybulk cargoes along worldwide shipping routes through the ownership and operation of drybulk vessels.
ITEM 1. BUSINESS ​ OVERVIEW ​ General ​ We are a New York City-based drybulk ship owning company incorporated in the Marshall Islands. We transport iron ore, coal, grain, bauxite, steel products and other drybulk cargoes along worldwide shipping routes through the ownership and operation of drybulk vessels.
In a time charter, the charterer is responsible for voyage expenses such as bunkers, port expenses, agents’ fees and canal dues. ​ (3) BCI is the Baltic Capesize Index. ​ CLASSIFICATION AND INSPECTION ​ All of our vessels have been certified as being “in class” by the American Bureau of Shipping (“ABS”), DNVGL or Lloyd’s Register of Shipping (“Lloyd’s”).
In a time charter, the charterer is responsible for voyage expenses such as bunkers, port expenses, agents’ fees and canal dues. ​ (3) BCI is the Baltic Capesize Index. ​ (4) Represents the annualized daily rate. ​ CLASSIFICATION AND INSPECTION ​ All of our vessels have been certified as being “in class” by the American Bureau of Shipping (“ABS”), DNVGL or Lloyd’s Register of Shipping (“Lloyd’s”).
For example, the IMO adopted an International Convention 15 ​ Table of Contents for the Control and Management of Ships’ Ballast Water and Sediments (the “BWM Convention”) in 2004. The BWM Convention entered into force on September 8, 2017.
For example, the IMO adopted an International Convention for the Control and Management of Ships’ Ballast Water and Sediments (the “BWM Convention”) in 2004. The BWM Convention entered into force on September 8, 2017.
The IMO intends to use such data as the first step in its roadmap (through 2023) for developing its strategy to reduce greenhouse gas emissions from ships, as discussed further below. As of January 1, 2013, MARPOL made mandatory certain measures relating to energy efficiency for ships.
The IMO used such data as the first step in its initial roadmap (through 2023) for developing its strategy to reduce greenhouse gas emissions from ships, as discussed further below. As of January 1, 2013, MARPOL made mandatory certain measures relating to energy efficiency for ships.
Non-military, non-recreational vessels greater than 79 feet in length must continue to comply with the requirements of the VGP, including submission of a Notice of Intent (“NOI”) or retention of a PARI form and submission of annual reports. We have submitted NOIs for our vessels where required. Compliance with the EPA, U.S.
Coast Guard regulations are finalized. Non-military, non-recreational vessels greater than 79 feet in length must continue to comply with the requirements of the VGP, including submission of a Notice of Intent (“NOI”) or retention of a PARI form and submission of annual reports. We have submitted NOIs for our vessels where required. Compliance with the EPA, U.S.
We fix a significant number of vessels on spot market voyage charters, where we provide a vessel for the transportation of goods between a load port and discharge port at a specified per-ton rate or on a lump sum basis, as well as on contracts of affreightment directly with cargo providers.
We fix a significant number of vessels through an expanded network of customers on spot market voyage charters, where we provide a vessel for the transportation of goods between a load port and discharge port at a specified per-ton rate or on a lump sum basis, as well as on contracts of affreightment directly with cargo providers.
As a result, we are subject to calls payable to the Associations based on the Group’s claim records as well as the claim records of all other members of the individual P&I Associations and members of the pool of Associations comprising the International Group. ​ Loss of Hire Insurance ​ We maintain loss of hire insurance for our major bulk vessels, which covers business interruptions and related losses that result from the loss of use of a vessel.
As a result, we are subject to calls payable to the Associations based on the Group’s claim records as well as the claim records of all other members of the individual P&I Associations and members of the pool of Associations comprising the International Group. ​ 10 Table of Contents Loss of Hire Insurance ​ We maintain loss of hire insurance for our Capesize vessels, which covers business interruptions and related losses that result from the loss of use of a vessel.
MEPC 75 also approved draft amendments to MARPOL Annex I to prohibit the use and carriage for use as fuel of heavy fuel oil (“HFO”) by ships in Arctic waters on and after July 1, 2024.
MEPC 75 also amended MARPOL Annex I to prohibit the use and carriage for use as fuel of heavy fuel oil (“HFO”) by ships in Arctic waters on and after July 1, 2024.
The 1992 Protocol changed certain limits on liability expressed 16 ​ Table of Contents using the International Monetary Fund currency unit, the Special Drawing Rights. The limits on liability have since been amended so that the compensation limits on liability were raised.
The 1992 Protocol changed certain limits on liability expressed using the International Monetary Fund currency unit, the Special Drawing Rights. The limits on liability have since been amended so that the compensation limits on liability were raised.
MEPC 75 adopted amendments to MARPOL Annex VI which brings forward the effective date of the EEDI’s “phase 3” requirements from January 1, 2025 to April 1, 2022 for several ship types, including gas carriers, general cargo ships, and LNG carriers. 13 ​ Table of Contents Additionally, MEPC 75 introduced draft amendments to Annex VI which impose new regulations to reduce greenhouse gas emissions from ships.
MEPC 75 adopted amendments to MARPOL Annex VI which brings forward the effective date of the EEDI’s “phase 3” requirements from January 1, 2025 to April 1, 2022 for several ship types, including gas carriers, general cargo ships, and LNG carriers. Additionally, in 2022, MEPC 75 amended Annex VI to impose new regulations to reduce greenhouse gas emissions from ships.
Any such inability to carry cargo or be employed, or any such violation of covenants, could have a material adverse impact on our financial condition and results of operations. SEASONALITY ​ We operate our vessels in markets that have historically exhibited seasonal variations in demand and, as a result, there have been seasonal variations in freight and charter rates.
Any such inability to carry cargo or be employed, or any such violation of covenants, could have a material adverse impact on our financial condition and results of operations. 24 Table of Contents SEASONALITY ​ We operate our vessels in markets that have historically exhibited seasonal variations in supply and demand for drybulk commodities and, as a result, there have been seasonal variations in freight and charter rates.
Additionally, as of February 27, 2024, we were chartering in four third party vessels that have been employed on spot market voyage charters, all of which are short duration. ​ Our vessels operate worldwide within the trading limits imposed by our insurance terms.
Additionally, as of February 20, 2025, we were chartering in five third party vessels that have been employed on spot market voyage charters, all of which are short duration. ​ Our vessels operate worldwide within the trading limits imposed by our insurance terms.
If a vessel remains off-hire for more than 30 consecutive days, the time charter may be cancelled at the charterer’s option. ​ In connection with the charter of each of our vessels, we incur commissions generally ranging from 1.25% to 6.25% of the total daily charterhire rate of each charter or total freight revenue to third parties, depending on the number of brokers involved with arranging the relevant charter. ​ We monitor developments in the drybulk shipping industry on a regular basis and strategically adjust the time and duration of employment for our vessels according to market conditions as they become available for hire. ​ The following table sets forth information about the current employment of the vessels in our fleet as of February 27, 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Charter ​ ​ Vessel Built Expiration(1) Cash Daily Rate(2) ​ ​ ​ ​ ​ ​ ​ ​ Capesize Vessels ​ ​ ​ ​ ​ ​ ​ Genco Augustus 2007 March 2024 Voyage ​ Genco Tiberius 2007 February 2024 Voyage ​ Genco London 2007 April 2024 ​ Voyage ​ Genco Titus 2007 March 2024 ​ Voyage ​ Genco Constantine 2008 March 2024 ​ $16,350 ​ Genco Hadrian 2008 March 2024 ​ $13,750 ​ Genco Maximus 2009 March 2024 ​ $21,000 ​ Genco Claudius ​ 2010 ​ February 2024 ​ Voyage ​ Genco Tiger 2011 March 2024 ​ Voyage ​ Genco Lion 2012 April 2024 ​ Voyage ​ Baltic Bear 2010 April 2024 ​ Voyage ​ Baltic Wolf 2010 April 2024 ​ Voyage ​ Genco Resolute ​ 2015 ​ April 2024 ​ 127% of BCI (3) ​ Genco Endeavour ​ 2015 ​ April 2024 ​ 127% of BCI (3) ​ Genco Defender ​ 2016 ​ April 2024 ​ 125% of BCI (3) ​ Genco Liberty ​ 2016 ​ March 2024 ​ Voyage ​ Genco Ranger ​ 2016 ​ February 2025 ​ 128% of BCI (3) ​ Genco Reliance ​ 2016 ​ January 2025 ​ 128% of BCI (3) ​ ​ ​ ​ ​ ​ ​ ​ ​ 7 ​ Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Charter ​ ​ Vessel Built Expiration(1) Cash Daily Rate(2) ​ ​ ​ ​ ​ ​ ​ ​ Ultramax Vessels ​ ​ ​ ​ ​ ​ ​ Baltic Hornet 2014 March 2024 ​ Voyage ​ Baltic Wasp 2015 April 2024 ​ $16,500 ​ Baltic Scorpion 2015 March 2024 ​ $17,500 ​ Baltic Mantis 2015 April 2024 ​ Voyage ​ Genco Weatherly ​ 2014 ​ March 2024 ​ $17,750 ​ Genco Columbia ​ 2016 ​ March 2024 ​ Voyage ​ Genco Magic ​ 2014 ​ March 2024 ​ Voyage ​ Genco Vigilant ​ 2015 ​ April 2024 ​ $19,000 ​ Genco Freedom ​ 2015 ​ April 2024 ​ Voyage ​ Genco Enterprise ​ 2016 ​ March 2024 ​ Voyage ​ Genco Constellation ​ 2017 ​ March 2024 ​ $16,000 ​ Genco Madeleine ​ 2014 ​ March 2024 ​ $16,000 ​ Genco Mayflower ​ 2017 ​ March 2024 ​ $20,000 ​ Genco Mary ​ 2022 ​ March 2024 ​ Voyage ​ Genco Laddey ​ 2022 ​ March 2024 ​ $30,500 ​ ​ ​ ​ ​ ​ ​ ​ ​ Supramax Vessels ​ ​ ​ ​ ​ ​ ​ Genco Predator 2005 March 2024 ​ Voyage ​ Genco Warrior 2005 April 2024 ​ $15,000 ​ Genco Hunter 2007 March 2024 ​ Voyage ​ Genco Aquitaine 2009 March 2024 ​ $6,500 ​ Genco Ardennes 2009 March 2024 ​ $23,500 ​ Genco Auvergne 2009 March 2024 ​ $38,000 ​ Genco Bourgogne 2010 March 2024 ​ $15,000 ​ Genco Brittany 2010 March 2024 ​ $18,750 ​ Genco Languedoc 2010 March 2024 ​ $18,250 ​ Genco Picardy 2005 April 2024 ​ $12,500 ​ Genco Pyrenees 2010 March 2024 ​ Voyage ​ Genco Rhone 2011 March 2024 ​ $17,000 ​ (1) The charter expiration dates presented represent the earliest dates that our charters may be terminated in the ordinary course.
If a vessel remains off-hire for more than 30 consecutive days, the time charter may be cancelled at the charterer’s option. ​ In connection with the charter of each of our vessels, we incur commissions generally ranging from 1.25% to 5.00% of the total daily charterhire rate of each charter or total freight revenue to third parties, depending on the number of brokers involved with arranging the relevant charter. ​ We monitor developments in the drybulk shipping industry on a regular basis and strategically adjust the time and duration of employment for our vessels according to market conditions as they become available for hire. ​ The following table sets forth information about the current employment of the vessels in our fleet as of February 20, 2025: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Charter ​ ​ Vessel Built Expiration(1) Cash Daily Rate(2) ​ ​ ​ ​ ​ ​ ​ ​ Capesize Vessels ​ ​ ​ ​ ​ ​ ​ Genco Augustus 2007 April 2025 Voyage ​ Genco Tiberius 2007 February 2025 Voyage ​ Genco London 2007 April 2025 ​ Voyage ​ Genco Titus 2007 January 2025 ​ $24,500 ​ Genco Constantine 2008 March 2025 ​ Voyage ​ Genco Tiger 2011 February 2025 ​ Voyage ​ Genco Lion 2012 March 2026 ​ 99.5% of BCI (3) ​ Baltic Bear 2010 March 2025 ​ Voyage ​ Baltic Wolf 2010 January 2025 ​ Voyage ​ Genco Resolute ​ 2015 ​ April 2025 ​ 123% of BCI (3) ​ Genco Endeavour ​ 2015 ​ October 2025 ​ $30,565 (4) ​ Genco Defender ​ 2016 ​ April 2025 ​ 123% of BCI (3) ​ Genco Liberty ​ 2016 ​ March 2025 ​ $35,000 ​ Genco Ranger ​ 2016 ​ April 2025 ​ 128% of BCI (3) ​ Genco Reliance ​ 2016 ​ March 2025 ​ Voyage ​ Genco Intrepid ​ 2016 ​ March 2025 ​ Voyage ​ ​ ​ ​ ​ ​ ​ ​ ​ Ultramax Vessels ​ ​ ​ ​ ​ ​ ​ Baltic Hornet 2014 March 2025 ​ $7,500 ​ Baltic Wasp 2015 March 2025 ​ $9,500 ​ Baltic Scorpion 2015 March 2025 ​ $19,500 ​ Baltic Mantis 2015 April 2025 ​ $7,000 ​ 7 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Charter ​ ​ Vessel Built Expiration(1) Cash Daily Rate(2) ​ ​ ​ ​ ​ ​ ​ ​ Genco Weatherly ​ 2014 ​ April 2025 ​ $17,000 ​ Genco Columbia ​ 2016 ​ April 2025 ​ $10,500 ​ Genco Magic ​ 2014 ​ April 2025 ​ $7,000 ​ Genco Vigilant ​ 2015 ​ March 2025 ​ $7,000 ​ Genco Freedom ​ 2015 ​ February 2025 ​ $19,500 ​ Genco Enterprise ​ 2016 ​ April 2025 ​ $16,500 ​ Genco Constellation ​ 2017 ​ March 2025 ​ $11,000 ​ Genco Madeleine ​ 2014 ​ April 2025 ​ $17,500 ​ Genco Mayflower ​ 2017 ​ March 2025 ​ $16,500 ​ Genco Mary ​ 2022 ​ March 2025 ​ Voyage ​ Genco Laddey ​ 2022 ​ April 2025 ​ $15,000 ​ ​ ​ ​ ​ ​ ​ ​ ​ Supramax Vessels ​ ​ ​ ​ ​ ​ ​ Genco Predator 2005 March 2025 ​ $13,000 ​ Genco Hunter 2007 April 2025 ​ Voyage ​ Genco Aquitaine 2009 March 2025 ​ Voyage ​ Genco Ardennes 2009 March 2025 ​ Voyage ​ Genco Auvergne 2009 March 2025 ​ $9,000 ​ Genco Bourgogne 2010 April 2025 ​ $10,000 ​ Genco Brittany 2010 January 2025 ​ Voyage ​ Genco Languedoc 2010 April 2025 ​ $5,000 ​ Genco Picardy 2005 February 2025 ​ $17,000 ​ Genco Pyrenees 2010 March 2025 ​ $13,000 ​ Genco Rhone 2011 March 2025 ​ Voyage ​ (1) The charter expiration dates presented represent the earliest dates that our charters may be terminated in the ordinary course.
As a result, our revenues could be weaker during the fiscal quarters ended March 31 and June 30, and conversely, our revenues could be stronger during the quarters ended September 30 and December 31. ​ 24 ​ Table of Contents ​
As a result, our revenues could be weaker during the fiscal quarters ended March 31 and June 30, and conversely, our revenues could be stronger during the quarters ended September 30 and December 31.
On December 2, 2023, the Biden Administration announced the final rule that includes updated and strengthened standards for methane and other air pollutants from new, modified, and reconstructed sources, as well as Emissions Guidelines to assist states in developing plans to limit methane emissions from existing sources. These new regulations could potentially affect our operations.
On December 2, 2023, the Biden Administration announced the final rule that includes updated and strengthened standards for methane and other air pollutants from new, modified, and reconstructed sources, as well as Emissions Guidelines to assist states in developing plans to limit methane emissions from existing sources.
In the United States, the EPA issued a finding that greenhouse gases endanger the public health and safety, adopted regulations to limit greenhouse gas emissions from certain mobile sources, and proposed regulations to limit greenhouse gas emissions from large stationary sources. However, in March 2017, former U.S.
In the United States, the EPA issued a finding that greenhouse gases endanger the public health and safety, adopted regulations to limit greenhouse gas emissions from certain mobile sources, and proposed regulations to limit greenhouse gas emissions from large stationary sources.
Under spot market voyage charters, voyage expenses such as fuel and port charges, are borne by us. Additionally, as of February 27, 2024, we have fixed 20 of our vessels under fixed-rate time charters and five of our vessels under spot market-related time charters.
Under spot market voyage charters, voyage expenses such as fuel and port charges, are borne by us. Additionally, as of February 20, 2025, we have fixed 21 of our vessels under fixed-rate time charters and four of our vessels under spot market-related time charters.
On October 27, 2016, at its 70th session, the MEPC agreed to implement a global 0.5% m/m sulfur oxide emissions limit (reduced from 3.50%) starting from January 1, 2020. This limitation can 12 ​ Table of Contents be met by using low-sulfur compliant fuel oil, alternative fuels, or certain exhaust gas cleaning systems.
On October 27, 2016, MEPC 70 agreed to implement a global 0.5% m/m sulfur oxide emissions limit (reduced from 3.50%) starting from January 1, 2020. This limitation can be met by using low-sulfur compliant fuel oil, alternative fuels, or certain exhaust gas cleaning systems.
Specifically, we have: ● Purchased modern, fuel-efficient vessels with lower overall fuel consumption than older vessels in order to reduce our fleet’s greenhouse gas emissions; ● Divested certain older, less fuel-efficient vessels; ● Outfitted 37 of our vessels with Energy Saving Devices (ESDs) to reduce the fuel consumptions of these vessels, which may include Mewis Ducts, Fins, Propellers, Propeller Boss Cap Fins and LED lamps; 11 ​ Table of Contents ● Installed performance-monitoring systems on board the majority of our vessels to gather real-time fuel consumption data to optimize the voyage efficiency of these vessels and are in the process of installing such systems on our remaining vessels; ● Utilized a third-party data collection platform that analyzes information from our vessels in an effort to reduce fuel consumption, CO2 and greenhouse gas emissions; ● Established and executed a compliance program regarding IMO 2020 fuel regulations (as described below); ● Installed ballast water treatment systems on the entire fleet; ● Partnered with a third-party firm to conduct internal audits of our vessels with a goal of identifying areas of potential improvement on the daily maintenance and operation of our vessels in order to improve the quality of the services our vessels provide and to mitigate operational risks; ● Installed Engine Power Limitation (EPL) systems on certain major bulk vessels to increase the level of energy efficiency by optimizing maintenance of the ship’s engine power level ; and ● Implemented an IMO 2023 compliance plan for select vessels within our fleet in which we have installed ESDs and applied high performance paint systems, among other initiatives International Maritime Organization (IMO) The International Maritime Organization, the United Nations agency for maritime safety and the prevention of pollution by vessels (the “IMO”), has adopted the International Convention for the Prevention of Pollution from Ships, 1973, as modified by the Protocol of 1978 relating thereto, collectively referred to as MARPOL 73/78 and herein as “MARPOL,” the International Convention for the Safety of Life at Sea of 1974 (“SOLAS Convention”), and the International Convention on Load Lines of 1966 (the “LL Convention”).
Specifically, we have: ● Purchased modern, fuel-efficient vessels with lower overall fuel consumption than older vessels in order to reduce our fleet’s greenhouse gas emissions; 11 Table of Contents ● Divested certain older, less fuel-efficient vessels; ● Outfitted select vessels with Energy Saving Devices (ESDs) to reduce the fuel consumptions of these vessels, which may include Mewis Ducts, Fins, Propellers, Propeller Boss Cap Fins, LED lamps and Variable Frequency Drives on some of our vessels to reduce electricity power consumption; ● Applied high-performance paint systems that cause less resistance and saves fuel consumption; ● Installed performance-monitoring systems on board the majority of our vessels to gather real-time fuel consumption data to optimize the voyage efficiency of these vessels and are in the process of installing such systems on our remaining vessels; ● Utilized a third-party data collection platform that analyzes information from our vessels in an effort to reduce fuel consumption, CO2 and greenhouse gas emissions; ● Established and executed a compliance program regarding IMO 2020 fuel regulations (as described below); ● Installed ballast water treatment systems on the majority of the fleet; ● Installed or plan to install exhaust gas scrubbers on all of our Capesize vessel to mitigate sulfur dioxide and acid emission in the air from engine exhaust; ● Partnered with a third-party firm to conduct internal audits of our vessels with a goal of identifying areas of potential improvement on the daily maintenance and operation of our vessels in order to improve the quality of the services our vessels provide and to mitigate operational risks; ● Studying alternative fuels and the potential value proposition in light of current and upcoming environmental regulations; ● Purchasing Aderco fuel additives that are added to our bunkers to stabilize, add lubrication and help clean our storage tanks; ● Installed Engine Power Limitation (EPL) systems on certain major bulk vessels to increase the level of energy efficiency by optimizing maintenance of the ship’s engine power level ; and ● Implemented an IMO 2023 compliance plan for select vessels within our fleet in which we have installed ESDs and applied high performance paint systems, among other initiatives International Maritime Organization (IMO) The International Maritime Organization, the United Nations agency for maritime safety and the prevention of pollution by vessels (the “IMO”), has adopted the International Convention for the Prevention of Pollution from Ships, 1973, as modified by the Protocol of 1978 relating thereto, collectively referred to as MARPOL 73/78 and herein as “MARPOL,” the International Convention for the Safety of Life at Sea of 1974 (“SOLAS Convention”), and the International Convention on Load Lines of 1966 (the “LL Convention”).
Instead, GSSM is responsible for locating and retaining qualified officers for our vessels. The crewing agencies are responsible for each seafarer’s training, travel and payroll and ensuring that all the seafarers on our vessels have the qualifications and licenses required to comply with international regulations and shipping conventions.
Instead, GSSM and Synergy are responsible for recruiting and retaining qualified and competent crew members for our vessels. The crewing agencies are responsible for each seafarer’s training, travel and payroll and ensuring that all the seafarers on our vessels have the correct qualifications and licenses required to comply with international regulations and shipping conventions.
Oil Pollution Act of 1990 and the Comprehensive Environmental Response, Compensation and Liability Act The U.S. Oil Pollution Act of 1990 (“OPA”) established an extensive regulatory and liability regime for the protection and cleanup of the environment from oil spills.
Oil Pollution Act of 1990 (“OPA”) established an extensive regulatory and liability regime for the protection and cleanup of the environment from oil spills.
Members of our New York City-based management team oversee the activities of GSSM. ​ AVAILABLE INFORMATION ​ We file annual, quarterly and current reports, proxy statements, and other documents with the SEC, under the Securities Exchange Act of 1934, or the Exchange Act.
(“Synergy”) currently provide the technical management to the vessels in our fleet and members of our New York City-based management team oversee their activities. ​ AVAILABLE INFORMATION ​ We file annual, quarterly and current reports, proxy statements, and other documents with the SEC, under the Securities Exchange Act of 1934, or the Exchange Act.
Our fleet currently consists of 45 drybulk carriers, including 18 Capesize drybulk carriers, 15 Ultramax drybulk carriers, and twelve Supramax drybulk carriers with an aggregate carrying capacity of approximately 4,828,000 deadweight tons (“dwt”). The average age of our current fleet is approximately 11.7 years.
Our fleet currently consists of 42 drybulk carriers, including 16 Capesize drybulk carriers, 15 Ultramax drybulk carriers, and eleven Supramax drybulk carriers with an aggregate carrying capacity of approximately 4,446,000 deadweight tons (“dwt”). The average age of our current fleet is approximately 12.2 years.
The IMO has also adopted the International Convention on Standards of Training, Certification and Watchkeeping for Seafarers (“STCW”). As of February 2017, all seafarers are required to meet the STCW standards and be in possession of a valid STCW certificate.
The newest edition of the IMDG Code took effect on January 1, 2024, although the changes are largely incremental. The IMO has also adopted the International Convention on Standards of Training, Certification and Watchkeeping for Seafarers (“STCW”). As of February 2017, all seafarers are required to meet the STCW standards and be in possession of a valid STCW certificate.
Moreover, some states have enacted legislation providing for unlimited liability for discharge of pollutants within their waters, although in some cases, states which have enacted this type of legislation have not yet issued implementing regulations defining vessel owners’ responsibilities under these laws.
Moreover, some states have enacted legislation providing for unlimited liability for discharge of pollutants within their waters, although in some cases, states which have enacted this type of legislation have not yet issued implementing regulations defining vessel owners’ responsibilities under these laws. We intend to comply with all applicable state regulations in the ports where our vessels call.
Ballast water management systems, which include systems that make use of chemical, biocides, organisms or biological mechanisms, or which alter the chemical or physical characteristics of the ballast water, must be approved in accordance with IMO Guidelines (Regulation D-3).
Ballast water management systems, which include systems that make use of chemical, biocides, organisms or biological mechanisms, or which alter the chemical or physical characteristics of the ballast water, must be approved in accordance with IMO Guidelines (Regulation D-3). Since September 8, 2024, all ships have been required to meet the D-2 standard.
Technical management involves the day-to-day management of vessels, including performing routine maintenance, attending to vessel operations and arranging for crews and supplies. In September 2021, we entered into a joint venture named GS Shipmanagement Pte. Ltd (“GSSM”) with Synergy Marine Pte. Ltd. (“Synergy”), one of our previous technical managers.
Technical management involves the day-to-day management of vessels, including performing routine maintenance, attending to vessel operations and arranging for crews and supplies. Our technical management joint venture, GS Shipmanagement Pte. Ltd (“GSSM”), and Synergy Marine Pte. Ltd.
We intend to comply with all applicable state regulations in the ports where our vessels call. 19 ​ Table of Contents While we do not carry oil as cargo, we do carry fuel and lube oil in our drybulk carriers. We currently maintain pollution liability coverage insurance in the amount of $1 billion per incident for each of our vessels.
While we do not carry oil as cargo, we do carry fuel and lube oil in our drybulk carriers. We currently maintain pollution liability coverage insurance in the amount of $1 billion per incident for each of our vessels.
We intend to comply with the various security measures addressed by MTSA, the SOLAS Convention and the ISPS Code. 23 ​ Table of Contents The cost of vessel security measures has also been affected by the escalation in the frequency of acts of piracy against ships, notably off the coast of Somalia, including the Gulf of Aden and Arabian Sea area, as well as off the coast of Western Africa.
The cost of vessel security measures has also been affected by the escalation in the frequency of acts of piracy against ships, notably off the coast of Somalia, including the Gulf of Aden and Arabian Sea area, as well as off the coast of Western Africa.
After being blocked by the courts, in September 2023, the Biden Administration announced a scaled-back offshore oil drilling plan, including just three oil lease sales in the Gulf of Mexico.
After being blocked by the courts, in September 2023, the Biden Administration announced a scaled-back offshore oil drilling plan, including just three oil lease sales in the Gulf of Mexico. In December 2024, the Biden 19 Table of Contents Administration also gave approval for the sales of oil and gas leases in Alaska.
Under the amendments, Tier III NOx standards apply to ships that operate in the North American and U.S. Caribbean Sea ECAs designed for the control of NOx produced by vessels with a marine diesel engine installed and constructed on or after January 1, 2016.
Caribbean Sea ECAs designed for the control of NOx produced by vessels with a marine diesel engine installed and constructed on or after January 1, 2016. Tier III requirements could apply to areas that will be designated for Tier III NOx in the future.
The USCG and European Union authorities have indicated that vessels not in compliance with the ISM Code by applicable deadlines will be prohibited from trading in U.S. and European Union ports, respectively. As of the date of this report, each of our vessels is ISM Code certified.
The USCG and European Union authorities prohibit vessels not in compliance with the ISM Code from trading in U.S. and European Union ports, respectively. As of the date of this report, each of our vessels is ISM Code certified. However, there can be no assurance that such certificates will be maintained in the future .
The EPA promulgated equivalent (and in some senses stricter) emissions standards in 2010 and we are compliant with the Tier I and Tier II requirements for NOx emissions under the EPA standards and Annex VI. We do not currently own any vessels subject to the Tier III requirements, although we may acquire such vessels in the future.
The EPA promulgated equivalent (and in some senses stricter) emissions standards in 2010 and we are compliant with the Tier I and Tier II requirements for NOx emissions under the EPA standards and Annex VI.
Our customers include national, regional and international companies, such as Rio Tinto Shipping (Asia) Pte. Ltd., Oldendorff Carriers, including its subsidiaries, Cargill International S.A., BHP, Bunge SA, ADMIntermare, a division of ADM International Sarl, and Vale International S.A. For the year ended December 31, 2023, two customers individually accounted for more than 10% of our voyage revenue.
Our customers include national, regional and international companies, such as ST Shipping & Transport Pte. Ltd., Rio Tinto Shipping (Asia) Pte. Ltd., Oldendorff Carriers, including its subsidiaries, Cargill International S.A., Bunge SA, ADMIntermare, a division of ADM International Sarl, and Vale International S.A.
As of January 1, 2015, ships operating within an ECA were not permitted to use fuel with sulfur content in excess of 0.1% m/m. Amended Annex VI establishes procedures for designating new ECAs. Currently, the IMO has designated four ECAs, including specified portions of the Baltic Sea area, North Sea area, North American area and United States Caribbean area.
As of January 1, 2015, ships operating within an ECA were not permitted to use fuel with sulfur content in excess of 0.1% m/m. Amended Annex VI establishes procedures for designating new ECAs.
We compete with other owners of drybulk carriers in the major and minor bulk sectors, some of whom may also charter our vessels as customers.
We operate in competitive markets as the ownership of drybulk carriers is highly fragmented and is divided among approximately 2,800 independent drybulk carrier owners. We compete with other drybulk owners in the major and minor bulk sectors, some of whom may also charter our vessels as customers.
Tier III requirements could apply to areas that will be designated for Tier III NOx in the future. At MEPC 70 and MEPC 71, the MEPC approved the North Sea and Baltic Sea as ECAs for nitrogen oxide for ships built on or after January 1, 2021.
At MEPC 70 and MEPC 71, the MEPC approved the North Sea and Baltic Sea as ECAs for nitrogen oxide for ships built on or after January 1, 2021.
In July 2023, MEPC 80 approved the plan for reviewing CII regulations and guidelines, which must be completed at the latest by January 1, 2026. There will be no immediate changes to the CII framework, including correction factors and voyage adjustments, before the review is completed. ​ We may incur costs to comply with these revised standards.
This review commenced at MEPC 82 in Fall 2024, and there will be no immediate changes to the CII framework, including correction factors and voyage adjustments, before the review is completed. ​ We may incur costs to comply with these revised standards.
However, there can be no assurance that such certificates will be maintained in the future . The IMO continues to review and introduce new regulations. It is impossible to predict what additional regulations, if any, may be passed by the IMO and what effect, if any, such regulations might have on our operations. United States Regulations The U.S.
The IMO continues to review and introduce new regulations. It is impossible to predict what additional regulations, if any, may be passed by the IMO and what effect, if any, such regulations might have on our operations. United States Regulations The U.S. Oil Pollution Act of 1990 and the Comprehensive Environmental Response, Compensation and Liability Act The U.S.
Of the vessels currently in our fleet, 20 are on spot market voyage charters, 20 are on fixed-rate time charter contracts, five are on spot market-related time charters, and we are currently time chartering-in four third party vessels. ​ See pages 5 – 6 for a table of our current fleet. ​ Our approach towards fleet composition is to own a high-quality fleet of vessels that focuses on Capesize, Ultramax and Supramax vessels.
We seek to deploy our vessels on time charters, spot market voyage charters, spot market-related time charters or in vessel pools trading in the spot market, to reputable counterparties. ​ See page 5 for a table of our current fleet. ​ Our approach towards fleet composition is to own a high-quality fleet of vessels that focuses on Capesize, Ultramax and Supramax vessels.
At MEPC 70 and MEPC 71, a draft outline of the structure of the initial strategy for developing a comprehensive IMO strategy on reduction of greenhouse gas emissions from ships was approved. In accordance with this roadmap, in April 2018, nations at the MEPC 72 adopted an initial strategy to reduce greenhouse gas emissions from ships.
In accordance with this roadmap, in April 2018, nations at the MEPC 72 adopted an initial strategy to reduce greenhouse gas emissions from ships.
As part of this initiative, regulations relating to the inclusion of greenhouse gas emissions from the maritime sector in the European Union’s carbon market, EU ETS, are also forthcoming.
As part of this initiative, regulations relating to the inclusion of greenhouse gas emissions from the maritime sector in the European Union’s carbon market, EU ETS, has been extended to cover CO2 emissions from all large ships entering EU ports from January 2024 onwards.
Starting in January 2018, large ships over 5,000 gross tonnage calling at EU ports are required to collect and publish data on carbon dioxide emissions and other information. Under the European Climate Law, the EU committed to reduce its net greenhouse gas emissions by at least 55% by 2030 through its “Fit-for-55” legislation package.
The EU also committed to reduce its emissions by 20% under the Kyoto Protocol’s second period from 2013 to 2020. Starting in January 2018, large ships over 5,000 gross tonnage calling at EU ports are required to collect and publish data on carbon dioxide emissions and other information.
Among other things, the Maritime Fuel Regulation requires that greenhouse gas emissions from covered vessels are reduced by 2% starting January 1, 2025, with additional reductions contemplated every five years (up to 80% from January 1, 2050). 21 ​ Table of Contents Greenhouse Gas Regulation Our industry currently is heavily dependent on the consumption of fossil fuels, which has been linked by certain experts to greenhouse gas emissions and the warming of the global climate system.
Among other things, the Maritime Fuel Regulation requires that greenhouse gas emissions from covered vessels are reduced by 2% starting January 1, 2025, with additional reductions contemplated every five years (up to 80% from January 1, 2050).
We utilize an active commercial operating platform that has provided improved margins and an expanded network of customers over our prior tonnage provider model. We have a global presence with our corporate headquarters in New York and offices in Singapore and Copenhagen.
We utilize an active commercial operating platform with a global presence having our corporate headquarters in New York and offices in Singapore and Copenhagen.
Additionally, MEPC 75 proposed draft amendments requiring that, on or before January 1, 2023, all ships above 400 gross tonnage must have an approved SEEMP on board. For ships above 5,000 gross tonnage, the SEEMP would need to include certain mandatory content.
All ships above 400 gross tonnage must also have an approved SEEMP on board. For ships above 5,000 gross tonnage, the SEEMP needs to include certain mandatory content.
Over the last several years, we have taken various steps to reduce our carbon footprint and improve the environment, including through investments made to our fleet.
We have taken various steps to reduce our energy consumption and improve fuel efficiency, including through investments made to our fleet.
Amended Annex VI also establishes new tiers of stringent nitrogen oxide emissions standards for marine diesel engines, depending on their date of installation. At the MEPC meeting held from March to April 2014, amendments to Annex VI were adopted which address the date on which Tier III Nitrogen Oxide (NOx) standards in ECAs will go into effect.
At the MEPC meeting held from March to April 2014, amendments to Annex VI were adopted which address the date on which Tier III Nitrogen Oxide (NOx) standards in ECAs will go into effect. Under the amendments, Tier III NOx standards apply to ships that operate in the North American and U.S.
The drybulk sector is typically stronger during the second half of the fiscal year due to increased cargo volumes from major export origins.
The drybulk market has historically been stronger during the second half of the fiscal year due to increased cargo volumes from major export origins together with slower net fleet growth during that period.
Furthermore, recent action by the IMO’s Maritime Safety Committee and United States agencies indicates that cybersecurity regulations for the maritime industry are likely to be further developed in the near future in an attempt to combat cybersecurity threats.
The Polar Code applies to new ships constructed after January 1, 2017, and after January 1, 2018, ships constructed before January 1, 2017 are required to meet the relevant requirements by the earlier of their first intermediate or renewal survey. 15 Table of Contents Furthermore, recent action by the IMO’s Maritime Safety Committee and United States agencies indicates that cybersecurity regulations for the maritime industry are likely to be further developed in the near future in an attempt to combat cybersecurity threats.
Coast Guard and state regulations could require the installation of ballast water treatment equipment on our vessels or the implementation of other port facility disposal procedures at potentially substantial cost, or may otherwise restrict our vessels from entering U.S. waters. 20 ​ Table of Contents European Union Regulations In October 2009, the European Union amended a directive to impose criminal sanctions for illicit ship-source discharges of polluting substances, including minor discharges, if committed with intent, recklessly or with serious negligence and the discharges individually or in the aggregate result in deterioration of the quality of water.
European Union Regulations In October 2009, the European Union amended a directive to impose criminal sanctions for illicit ship-source discharges of polluting substances, including minor discharges, if committed with intent, recklessly or with serious negligence and the discharges individually or in the aggregate result in deterioration of the quality of water.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeA deterioration in the trading relationship or a re-escalation of protectionist measures taken between these countries or others could lead to reduced drybulk trade volumes. ​ Freight and charterhire rates for drybulk carriers could decrease in the future, which may adversely affect our earnings . ​ A prolonged downturn in the drybulk charter market, from which we derive the large majority of our revenues, has been volatile over the past five years.
Biggest changeAny significant decrease in demand for drybulk cargoes could cause a material adverse effect on our business, results of operations, cash flows, financial condition, ability to pay dividends, and ability to continue as a going concern. ​ Freight and charterhire rates for drybulk carriers could decrease in the future, which may adversely affect our earnings . 26 Table of Contents ​ A prolonged downturn in the drybulk charter market, from which we derive the large majority of our revenues, has been volatile over the past five years.
Any inability that GSSM or we experience in the future to hire, train and retain a sufficient number of qualified employees could impair our ability to manage, maintain and grow our business, which could have a material adverse effect on our business, results of operations, cash flows, financial condition, and ability to pay dividends. ​ Arrests of our vessels by maritime claimants could cause a significant loss of earnings for the related off-hire period. ​ Crew members, suppliers of goods and services to a vessel, shippers of cargo and other parties may be entitled to a maritime lien against a vessel for unsatisfied debts, claims or damages.
Any inability that GSSM or Synergy or we experience in the future to hire, train and retain a sufficient number of qualified employees could impair our ability to manage, maintain and grow our business, which could have a material adverse effect on our business, results of operations, cash flows, financial condition, and ability to pay dividends. ​ Arrests of our vessels by maritime claimants could cause a significant loss of earnings for the related off-hire period. ​ Crew members, suppliers of goods and services to a vessel, shippers of cargo and other parties may be entitled to a maritime lien against a vessel for unsatisfied debts, claims or damages.
If, however, Genco’s shipping income does not qualify for the Section 883 exemption, and assuming that any gain derived from the sale of a vessel is attributable to Genco’s U.S. office, as Genco believes would likely be the case, such gain would likely be treated as effectively connected income (determined under rules different from those discussed above) and subject to the net income and branch profits tax regime described above. ​ U.S. tax authorities could treat us as a “passive foreign investment company,” which could have adverse U.S. federal income tax consequences to U.S. shareholders. ​ A foreign corporation generally will be treated as a “passive foreign investment company,” which we sometimes refer to as a PFIC, for U.S. federal income tax purposes if, after applying certain look through rules, either (1) at least 75% of its gross income for any taxable year consists of “passive income” or (2) at least 50% of the average value or adjusted bases of its assets (determined on a quarterly basis) produce or are held for the production of passive income, i.e., “passive assets.” U.S. shareholders of a PFIC are subject to a disadvantageous U.S. federal income tax regime with respect to distributions they receive from the PFIC and gain, if any, they derive from the sale or other disposition of their stock in the PFIC. ​ For purposes of these tests, “passive income” generally includes dividends, interest, gains from the sale or exchange of investment property and rents and royalties other than rents and royalties which are received from unrelated parties in connection with the active conduct of a trade or business, as defined in applicable Treasury Regulations.
If, however, Genco’s shipping income does not qualify for the Section 883 exemption, and assuming that any gain derived from the sale of a vessel is attributable to Genco’s U.S. office, as Genco believes would likely be the case, such gain would likely be treated as effectively connected income (determined under rules different from those discussed above) and subject to the net income and branch profits tax regime described above. ​ U.S. tax authorities could treat us as a “passive foreign investment company,” which could have adverse U.S. federal income tax consequences to U.S. shareholders. ​ A foreign corporation generally will be treated as a “passive foreign investment company,” which we sometimes refer to as a PFIC, for U.S. federal income tax purposes if, after applying certain look through rules, either (1) at least 75% of its gross income for any taxable year consists of “passive income” or (2) at least 50% of the average value or adjusted bases of its assets (determined on a quarterly basis) produce or are held for the production of passive income, i.e., “passive assets.” U.S. shareholders of a PFIC are subject to a disadvantageous U.S. federal income tax regime with respect to distributions they receive from the PFIC and gain, if any, they derive from the sale or other disposition of their stock in the PFIC. ​ 37 Table of Contents For purposes of these tests, “passive income” generally includes dividends, interest, gains from the sale or exchange of investment property and rents and royalties other than rents and royalties which are received from unrelated parties in connection with the active conduct of a trade or business, as defined in applicable Treasury Regulations.
Public health threats, such as COVID-19, influenza and other highly communicable diseases or viruses, could adversely impact our and our customers’ operations. Changing economic, regulatory and political conditions, including political and military conflicts, have resulted in attacks on vessels, mining of waterways, piracy, terrorism, labor strikes and boycotts.
Public health threats, such as COVID-19, influenza and other highly communicable diseases or viruses, could adversely impact our operations as well as our customers’. Changing economic, regulatory and political conditions, including political and military conflicts, have resulted in attacks on vessels, mining of waterways, piracy, terrorism, labor strikes and boycotts.
Under the PFIC rules, 36 ​ Table of Contents unless a shareholder makes certain elections available under the Code (which elections could themselves have adverse consequences for such shareholder), such shareholder would be liable to pay U.S. federal income tax at the highest applicable ordinary income tax rates upon the receipt of excess distributions and upon any gain from the disposition of our common stock, plus interest on such amounts, as if such excess distribution or gain had been recognized ratably over the shareholder’s holding period of our common stock. ​ Because we generate all of our revenues in U.S. dollars but incur a portion of our expenses in other currencies, exchange rate fluctuations could hurt our business. ​ We generate all of our revenues in U.S. dollars, but we may incur drydocking costs, voyage expenses (such as port costs), special survey fees and other expenses in other currencies.
Under the PFIC rules, unless a shareholder makes certain elections available under the Code (which elections could themselves have adverse consequences for such shareholder), such shareholder would be liable to pay U.S. federal income tax at the highest applicable ordinary income tax rates upon the receipt of excess distributions and upon any gain from the disposition of our common stock, plus interest on such amounts, as if such excess distribution or gain had been recognized ratably over the shareholder’s holding period of our common stock. ​ Because we generate all of our revenues in U.S. dollars but incur a portion of our expenses in other currencies, exchange rate fluctuations could hurt our business. ​ We generate all of our revenues in U.S. dollars, but we may incur drydocking costs, voyage expenses (such as port costs), special survey fees and other expenses in other currencies.
See “Impairment of long-lived assets” section under the heading “Critical Accounting Policies” in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” The occurrence of these events could have a material adverse effect on our business, results of operations, cash flows, financial condition, and ability to pay dividends. ​ Restrictive covenants under our credit facility may restrict our growth and operations. ​ Our credit facility imposes operating and financial restrictions that may limit our ability to utilize cash above a certain amount; incur additional indebtedness on satisfactory terms or at all; incur liens on our assets; sell our vessels or the capital stock of our subsidiaries; make investments; engage in mergers or acquisitions; pay dividends; make capital expenditures; compete effectively or change management arrangements relating to any of our vessels.
See “Impairment of long-lived assets” section under the heading “Critical Accounting Policies” in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” The occurrence of these events could have a material adverse effect on our business, results of operations, cash flows, financial condition, and ability to pay dividends. ​ 33 Table of Contents Restrictive covenants under our credit facility may restrict our growth and operations. ​ Our credit facility imposes operating and financial restrictions that may limit our ability to utilize cash above a certain amount; incur additional indebtedness on satisfactory terms or at all; incur liens on our assets; sell our vessels or the capital stock of our subsidiaries; make investments; engage in mergers or acquisitions; pay dividends; make capital expenditures; compete effectively or change management arrangements relating to any of our vessels.
These limitations place restrictions on financing that we could use for our growth. ​ We currently maintain all of our cash and cash equivalents with eight financial institutions, which causes credit risk. ​ We currently maintain all of our cash and cash equivalents with eight financial institutions.
These limitations place restrictions on financing that we could use for our growth. ​ We currently maintain all of our cash and cash equivalents with eight financial institutions, which causes credit risk. ​ We currently maintain all of our cash and cash equivalents with seven financial institutions.
Shipping income is generally sourced 100% to the U.S. if attributable to transportation exclusively between U.S. ports (Genco is prohibited from conducting such voyages), 50% to the U.S. if attributable to transportation that begins or ends, but does not both begin and end, in the U.S. and otherwise 0% to the U.S. ​ Genco’s U.S. source shipping income would be considered effectively connected income only if (i) Genco has, 35 ​ Table of Contents or is considered to have, a fixed place of business in the U.S. involved in the earning of U.S. source shipping income; and (ii) substantially all of Genco’s U.S. source shipping income is attributable to regularly scheduled transportation, such as the operation of a vessel that follows a published schedule with repeated sailings at regular intervals between the same points for voyages that begin or end in the U.S. ​ Genco does not intend to have, or permit circumstances that would result in having, any vessel sailing to or from the U.S. on a regularly scheduled basis.
Shipping income is generally sourced 100% to the U.S. if attributable to transportation exclusively between U.S. ports (Genco is prohibited from conducting such voyages), 50% to the U.S. if attributable to transportation that begins or ends, but does not both begin and end, in the U.S. and otherwise 0% to the U.S. ​ Genco’s U.S. source shipping income would be considered effectively connected income only if (i) Genco has, or is considered to have, a fixed place of business in the U.S. involved in the earning of U.S. source shipping income; and (ii) substantially all of Genco’s U.S. source shipping income is attributable to regularly scheduled transportation, such as the operation of a vessel that follows a published schedule with repeated sailings at regular intervals between the same points for voyages that begin or end in the U.S. ​ Genco does not intend to have, or permit circumstances that would result in having, any vessel sailing to or from the U.S. on a regularly scheduled basis.
We cannot predict the outcome of any specific legislative proposals. ​ For example, on November 15, 2023, the Organisation for Economic Cooperation and Development (OECD) announced that 145 countries and jurisdictions had signed on as members of the OECD/G20 Inclusive Framework on base erosion and profit shifting, which issued an outcome statement on July 11, 2023 describing a two-pillar framework to address the tax challenges arising from the digitalization of the economy.
We cannot predict the outcome of any specific legislative proposals. ​ For example, on November 15, 2023, the Organization for Economic Cooperation and Development (OECD) announced that 145 countries and jurisdictions had signed on as members of the OECD/G20 Inclusive Framework on base erosion and profit shifting, which issued an outcome statement on July 11, 2023 describing a two-pillar framework to address the tax challenges arising from the digitalization of the economy.
If any vessel does not maintain its class or fails any annual, intermediate or special survey, the vessel will be unable to trade between ports and unemployable, and we could be in violation of certain covenants in our credit facility, which could have a material adverse effect on our business, results of operations, cash flows, financial condition, and ability to pay dividends. ​ If our vessels call on ports located in countries that are subject to restrictions imposed by the U.S. or other governments, that could adversely affect our reputation and the market for our common shares. ​ All of our charters with customers prohibit our vessels from entering any countries or conducting any trade prohibited by the U.S.
If any vessel does not maintain its class or fails any annual, intermediate or special survey, the vessel will be unable to trade between ports and unemployable, and we could 30 Table of Contents be in violation of certain covenants in our credit facility, which could have a material adverse effect on our business, results of operations, cash flows, financial condition, and ability to pay dividends. ​ If our vessels call on ports located in countries that are subject to restrictions imposed by the U.S. or other governments, that could adversely affect our reputation and the market for our common shares. ​ All of our charters with customers prohibit our vessels from entering any countries or conducting any trade prohibited by the U.S.
A foreign corporation satisfies the CFC test if it is a “controlled foreign corporation” and one or more qualified U.S. persons own more than 50% of the total value of all the outstanding stock. ​ Based on the ownership and trading of our stock in 2023 and 2022, we believe that we satisfied the publicly traded test and qualified for the Section 883 exemption in 2023 and 2022.
A foreign corporation satisfies the CFC test if it is a “controlled foreign corporation” and one or more qualified U.S. persons own more than 50% of the total value of all the outstanding stock. ​ Based on the ownership and trading of our stock in 2024 and 2023, we believe that we satisfied the publicly traded test and qualified for the Section 883 exemption in 2024 and 2023.
The loss of any significant customers could adversely affect our financial performance. ​ For the year ended December 31, 2023, approximately 48% of our revenues were derived from ten charterers. While we are seeking to expand customer relationships with cargo providers, this may not sufficiently diversify our customer base to mitigate this risk.
The loss of any significant customers could adversely affect our financial performance. ​ For the year ended December 31, 2024, approximately 48% of our revenues were derived from ten charterers. While we are seeking to expand customer relationships with cargo providers, this may not sufficiently diversify our customer base to mitigate this risk.
If we were to lose any of our major customers or if any of them significantly reduced use of our services or were unable to make payments to us, it could have a material adverse effect on our business, results of operations, cash flows, financial condition, and ability to pay dividends. ​ 32 ​ Table of Contents The aging of our fleet and our practice of purchasing and operating previously owned vessels may result in increased operating costs and vessels off-hire, which could adversely affect our earnings. ​ The majority of our drybulk carriers were previously owned by third parties.
If we were to lose any of our major customers or if any of them significantly reduced use of our services or were unable to make payments to us, it could have a material adverse effect on our business, results of operations, cash flows, financial condition, and ability to pay dividends. ​ The aging of our fleet and our practice of purchasing and operating previously owned vessels may result in increased operating costs and vessels off-hire, which could adversely affect our earnings. ​ The majority of our drybulk carriers were previously owned by third parties.
To the extent our vessels are found with contraband, whether inside or attached to the hull and regardless of our crew’s knowledge, we may face governmental or other regulatory claims, which could have an adverse effect on our business, results of operations, cash flows, financial condition, and ability to pay dividends. 30 ​ Table of Contents ​ Governments could requisition our vessels during a period of war or emergency, resulting in loss of earnings. ​ A government of a vessel’s registry could requisition for title or seize our vessels.
To the extent our vessels are found with contraband, whether inside or attached to the hull and regardless of our crew’s knowledge, we may face governmental or other regulatory claims, which could have an adverse effect on our business, results of operations, cash flows, financial condition, and ability to pay dividends. ​ Governments could requisition our vessels during a period of war or emergency, resulting in loss of earnings. ​ A government of a vessel’s registry could requisition for title or seize our vessels.
We cannot predict the effect that future sales of common stock or other equity-related securities would have on the market price of our common stock. ​ 37 ​ Table of Contents We may need to raise additional capital in the future, which may not be available on favorable terms or at all or which may dilute our common stock or adversely affect its market price. ​ We may require additional capital to expand our business and increase revenues, add liquidity in response to negative economic conditions, meet unexpected liquidity needs, and reduce our outstanding debt.
We cannot predict the effect that future sales of common stock or other equity-related securities would have on the market price of our common stock. ​ We may need to raise additional capital in the future, which may not be available on favorable terms or at all or which may dilute our common stock or adversely affect its market price. ​ We may require additional capital to expand our business and increase revenues, add liquidity in response to negative economic conditions, meet unexpected liquidity needs, and reduce our outstanding debt.
In turn, the ability of our subsidiaries to make dividend payments to us depends on their results of operations. ​ We are at risk for the creditworthiness of our charterers. ​ The actual or perceived credit quality of our charterers, and any defaults by them, or market conditions affecting the time charter market and the credit markets, may materially affect our ability to obtain the additional capital resources that may be required to purchase additional vessels or may significantly increase our costs of obtaining such capital.
In turn, the ability of our subsidiaries to make dividend payments to us depends on their results of operations. ​ 35 Table of Contents We are at risk for the creditworthiness of our charterers. ​ The actual or perceived credit quality of our charterers, and any defaults by them, or market conditions affecting the time charter market and the credit markets, may materially affect our ability to obtain the additional capital resources that may be required to purchase additional vessels or may significantly increase our costs of obtaining such capital.
A decrease in the market price of our common stock would adversely impact the value of your shares of common stock. ​ Provisions of our articles of incorporation and by-laws may have anti-takeover effects which could adversely affect the market price of our common stock. ​ Several provisions of our articles of incorporation and by-laws are intended to avoid costly takeover battles, lessen our vulnerability to a hostile change of control and enhance the ability of our Board of Directors to maximize shareholder value in connection with any unsolicited offer to acquire our company.
A decrease in the market price of our common stock would adversely impact the value of your shares of common stock. ​ 39 Table of Contents Provisions of our articles of incorporation and by-laws may have anti-takeover effects which could adversely affect the market price of our common stock. ​ Several provisions of our articles of incorporation and by-laws are intended to avoid costly takeover battles, lessen our vulnerability to a hostile change of control and enhance the ability of our Board of Directors to maximize shareholder value in connection with any unsolicited offer to acquire our company.
Inflation may also raise our costs of capital and decrease our purchasing power, making it more difficult to maintain sufficient funds to operate our business. ​ 26 ​ Table of Contents Our vessels are exposed to international risks that could reduce revenue or increase expenses. ​ Our vessels are at risk of damage or loss because of events such as mechanical failure, collision, human error, war, terrorism, piracy, cargo loss and bad weather.
Inflation may also raise our costs of capital and decrease our purchasing power, making it more difficult to maintain sufficient funds to operate our business. ​ Our vessels are exposed to international risks that could reduce revenue or increase expenses. ​ Our vessels are at risk of damage or loss because of events such as mechanical failure, collision, human error, war, terrorism, piracy, cargo loss and bad weather.
Under applicable Treasury Regulations, the publicly-traded test cannot be satisfied in any taxable year in which persons who actually or constructively own 5% or more of our stock (which we sometimes refer to as “5% shareholders”), together own 50% or more of our stock (by vote and value) for more than half the days in such year (the “five percent override rule”), unless an exception applies.
Under applicable Treasury Regulations, the publicly-traded test cannot be satisfied in any taxable year in which persons who actually or constructively own 5% or more of our stock (which we sometimes refer to as “5% shareholders”), together own 50% or 36 Table of Contents more of our stock (by vote and value) for more than half the days in such year (the “five percent override rule”), unless an exception applies.
Either occurrence could h ave a material adverse effect on our business, financial condition, and results of operations, cash flows, and ability to pay dividends. ​ Our results of operations are subject to seasonal fluctuations, which may adversely affect our financial condition. ​ We operate our vessels in markets that have historically exhibited seasonal variations in demand and, as a result, freight and charter rates.
Either occurrence could h ave a material adverse effect on our business, financial condition, and results of operations, cash flows, and ability to pay dividends. ​ 32 Table of Contents Our results of operations are subject to seasonal fluctuations, which may adversely affect our financial condition. ​ We operate our vessels in markets that have historically exhibited seasonal variations in demand and, as a result, freight and charter rates.
We can provide no assurance that changes and shifts in the ownership of our stock by 5% shareholders will not preclude us from qualifying for the Section 883 exemption in 2024 or future taxable years.
We can provide no assurance that changes and shifts in the ownership of our stock by 5% shareholders will not preclude us from qualifying for the Section 883 exemption in 2025 or future taxable years.
In addition, in jurisdictions where the “sister ship” theory of liability applies, a claimant may arrest the vessel subject to the claimant’s maritime lien and any associated vessel, which is any vessel owned or controlled by the same owner. ​ Labor interruptions could disrupt our business. ​ Our vessels are manned by masters, officers and crews employed by third parties.
In addition, in jurisdictions where the “sister ship” theory of liability applies, a claimant may arrest the vessel subject to the claimant’s maritime lien and any associated vessel, which is any vessel owned or controlled by the same owner. ​ 31 Table of Contents Labor interruptions could disrupt our business. ​ Our vessels are manned by masters, officers and crews employed by third parties.
Any impairment charges incurred as a result of declines in freight and charter rates could have a material adverse effect on our business, results of operations, cash flows, financial condition, ability to pay dividends, and ability to continue as a going concern. ​ Inflation could continue to adversely affect our business and financial results. ​ Inflation could continue to adversely affect our business and financial results by increasing the costs of labor and materials needed to operate our business.
Any impairment charges incurred as a result of declines in freight and charter rates could have a material adverse effect on our business, results of operations, cash flows, financial condition, ability to pay dividends, and ability to continue as a going concern. ​ Inflation could adversely affect our business and financial results. ​ 27 Table of Contents Inflation could adversely affect our business and financial results by increasing the costs of labor and materials needed to operate our business.
These provisions may impede a shareholder’s ability to bring matters before or nominate directors at an annual meeting of shareholders. ​ 38 ​ Table of Contents It may not be possible for our investors to enforce U.S. judgments against us. ​ We and most of our subsidiaries are organized in the Marshall Islands.
These provisions may impede a shareholder’s ability to bring matters before or nominate directors at an annual meeting of shareholders. ​ It may not be possible for our investors to enforce U.S. judgments against us. ​ We and most of our subsidiaries are organized in the Marshall Islands.
These sales could also make it more difficult or impossible for us to sell equity securities in the future at a time and price that we deem appropriate to raise funds.
These sales could also make it more difficult for us to sell equity securities in the future at a time and price that we deem appropriate to raise funds.
U.S. officials have also warned of the increased possibility of Russian cyberattacks, which could disrupt the 28 ​ Table of Contents operations of businesses involved in the drybulk industry, including ours. As a reaction to the war, China has increased domestic coal production as well as their imports of the commodity as a way to bolster energy security.
U.S. officials have also warned of the increased possibility of Russian cyberattacks, which could disrupt the operations of businesses involved in the drybulk industry, including ours. As a reaction to the war, China has increased domestic coal production as well as their imports of the commodity as a way to bolster energy security.
Although we may have rights against GSSM if it defaults on its obligations to us, our shareholders will share that recourse only indirectly to the extent that we recover funds. ​ We may not be able to compete for charters with new entrants or established companies with greater resources in the drybulk industry. ​ We employ our vessels in a highly competitive, capital intensive, and fragmented market.
Although we may have rights against GSSM if it defaults on its obligations to us, our shareholders will share that recourse only indirectly to the extent that we recover funds. ​ 34 Table of Contents We may not be able to compete for charters with new entrants or established companies with greater resources in the drybulk industry. ​ We employ our vessels in a highly competitive, capital intensive, and fragmented market.
See “Overview — Environmental and Other Regulation” in Item 1, “Business” of this annual report. ​ Increased inspection procedures and tighter import and export controls could increase costs and disrupt our business. ​ International shipping is subject to various security and customs inspection and related procedures in countries of origin and destination.
See “Overview — Environmental and Other Regulation” in Item 1, “Business” of this annual report. ​ 28 Table of Contents Increased inspection procedures and tighter import and export controls could increase costs and disrupt our business. ​ International shipping is subject to various security and customs inspection and related procedures in countries of origin and destination.
A 34 ​ Table of Contents P&I Association provides mutual insurance based on the aggregate tonnage of a member’s vessels entered into the Association. Claims are paid through the aggregate premiums of all members, although members remain subject to calls for additional funds if the aggregate premiums are insufficient to cover claims submitted to the Association.
A P&I Association provides mutual insurance based on the aggregate tonnage of a member’s vessels entered into the Association. Claims are paid through the aggregate premiums of all members, although members remain subject to calls for additional funds if the aggregate premiums are insufficient to cover claims submitted to the Association.
Any dividend or stock repurchase is subject to the discretion of our Board 33 ​ Table of Contents of Directors. The principal business factors that our Board of Directors expects to consider when determining the timing and amount of dividend payments or stock repurchases include our earnings, financial condition, and cash requirements at the time.
Any dividend or stock repurchase is subject to the discretion of our Board of Directors. The principal business factors that our Board of Directors expects to consider when determining the timing and amount of dividend payments or stock repurchases include our earnings, financial condition, and cash requirements at the time.
However, on such customers’ instructions, our vessels could call on ports in countries subject to 29 ​ Table of Contents sanctions or embargoes imposed by the U.S. government or countries identified by the U.S. government as state sponsors of terrorism, such as Iran, Sudan and Syria.
However, on such customers’ instructions, our vessels could call on ports in countries subject to sanctions or embargoes imposed by the U.S. government or countries identified by the U.S. government as state sponsors of terrorism, such as Iran, Sudan and Syria.
Failure to reinstate the agreement or the continuation or worsening of the war in Ukraine could have an adverse impact on our business, financial condition, results of operations, and ability to pay dividends. ​ In addition, on October 7, 2023, the Palestinian Sunni Islamist group Hamas led surprise attacks against Israel from the Gaza Strip by land, sea, and air, reportedly killing more than 1,400 Israelis and other nationals and taking a number of hostages.
Failure to reinstate the agreement or the continuation or worsening of the war in Ukraine could have an adverse impact on our business, financial condition, results of operations, and ability to pay dividends. ​ In addition, on October 7, 2023, the Palestinian Sunni Islamist group Hamas led surprise attacks against Israel from the Gaza Strip by land, sea, and air, killing many Israelis and other nationals and taking a number of hostages.
Such changes could also impose additional costs and obligations on our customers and may render the shipment of certain types of cargo uneconomical 27 ​ Table of Contents or impractical.
Such changes could also impose additional costs and obligations on our customers and may render the shipment of certain types of cargo uneconomical or impractical.
These factors include our ability to identify vessels for acquisition; consummate acquisitions or establish joint ventures on favorable terms; integrate acquired vessels successfully with our existing operations; expand our customer base; and obtain required financing for our existing and new operations. As of December 31, 2023, we had $294.8 million of availability under our credit facility.
These factors include our ability to identify vessels for acquisition; consummate acquisitions or establish joint ventures on favorable terms; integrate acquired vessels successfully with our existing operations; expand our customer base; and obtain required financing for our existing and new operations. As of December 31, 2024, we had $337.3 million of availability under our credit facility.
The impact on the drybulk market has been a redirection of cargo flows, volatile commodity prices, a greater emphasis on energy and food security and sanctions on various Russian exports.
The impact on the drybulk market has been a redirection of cargo flows, volatile commodity prices, 29 Table of Contents a greater emphasis on energy and food security and sanctions on various Russian entities and exports.
The escalation of such trade issues or tensions or development of any military conflict could result in interference with shipping routes or in market disruptions. In addition, unfavorable weather conditions brought on by climate change or otherwise could result in disruption to our operations or require infrastructure adaptations or new or different investments for our vessels.
The escalation of such trade issues or tensions or development of any military conflict could result in interference with shipping routes or in market disruptions. In addition, unfavorable weather conditions could result in disruption to our operations or require infrastructure adaptations or new or different investments for our vessels.
There can be no assurance that the drybulk charter market will not experience future downturns. 25 ​ Table of Contents ​ Shipping capacity supply and demand strongly influences freight rates.
There can be no assurance that the drybulk charter market will not experience future downturns. ​ Shipping capacity supply and demand strongly influences freight rates.
At the start of 2024, the attacks have increased in frequency despite intervention from several outside countries, including the United States through Operation Prosperity Guardian. These attacks have led to augmented risks regarding transit in the region.
In 2024, the attacks continued and increased in frequency despite intervention from several outside countries, including the United States through Operation Prosperity Guardian. These attacks have led to augmented risks regarding transit in the region.
This will extend the duration of many trade routes, effectively reducing vessel capacity. While the containership industry is most impacted by the re-routing, due to the amount of cargo volume transiting the area, drybulk is likely to experience an impact to the supply and demand balance as well.
This has extended the duration of many trade routes, effectively reducing vessel capacity. While the containership industry is most impacted by the re-routing, due to the amount of cargo volume transiting the area, drybulk has experienced an impact to the supply and demand balance as well.
The scope or intensity of the ongoing military conflict as well as sanctions and other actions undertaken in response to it could increase, potentially having negative effects on the global economy and markets. ​ Since the Black Sea Grain Initiative was established on July 27, 2022 to allow for the export of grain from Ukrainian ports while the war in Ukraine continues, a total of approximately 33 million metric tons of grain were exported from three Ukrainian ports under this agreement, of which nearly 80% has been corn and wheat cargoes.
The scope or intensity of the ongoing military conflict as well as sanctions and other actions undertaken in response to it could increase, potentially having negative effects on the global economy and markets. ​ The Black Sea Grain Initiative was established on July 27, 2022 to allow for the export of grain from Ukrainian ports while the war in Ukraine continues.
Because 31 ​ Table of Contents we currently charter most of our vessels on spot market voyage charters, we are exposed to the cyclicality and volatility of the spot charter market, and we do not have significant long-term, fixed-rate time charters to ameliorate the adverse effects of downturns in the spot market.
Because we currently charter most of our vessels on spot market voyage charters, we are exposed to the cyclicality and volatility of the spot charter market, and we do not have significant long-term, fixed-rate time charters to ameliorate the adverse effects of downturns in the spot market. ​ Spot market voyage charter rates may fluctuate dramatically based primarily on the worldwide supply of drybulk vessels and the worldwide demand for transportation of drybulk cargoes.
Key cargoes loaded by our vessels that could have longer trade routes include iron ore, coal, grain and various minor bulk commodities.
Key cargoes loaded by our vessels that could have longer trade routes include iron ore, coal, grain and various minor bulk commodities. In January 2025, a ceasefire agreement between Israel and Hamas was reached.
While certain international shipping income is exempt from some or all of the provisions included in the agreement, the impact of these provisions is uncertain and may not become evident for some period of time. ​ RISK FACTORS RELATED TO OUR COMMON STOCK ​ Because we are a foreign corporation, you may not have the same rights or protections that a shareholder in a U.S. corporation may have. ​ We are incorporated in the Republic of the Marshall Islands, which does not have a well-developed body of corporate law and may make it more difficult for our shareholders to protect their interests.
The United States has declared that the global minimum tax has no force or effect in the United States, and the Marshall Islands is not among the signatories to the OECD/G20 framework. ​ RISK FACTORS RELATED TO OUR COMMON STOCK ​ Because we are a foreign corporation, you may not have the same rights or protections that a shareholder in a U.S. corporation may have. ​ We are incorporated in the Republic of the Marshall Islands, which does not have a well-developed body of corporate law and may make it more difficult for our shareholders to protect their interests.
As an example of such restrictions, and most notable in term of drybulk trade volumes, China imposed tariffs on U.S. soybean exports in 2019 as part of the U.S.-China trade dispute.
As an example of such restrictions, and most notable in term of drybulk trade volumes, China imposed tariffs on U.S. soybean exports in 2019 as part of the U.S.-China trade dispute. A deterioration in the trading relationship or a re-escalation of protectionist measures taken between these countries or others could lead to reduced drybulk trade volumes.
No seafarers aboard the vessel were injured, and the damage to the vessel was limited. ​ We are subject to regulation and liability under environmental and operational safety laws that could require significant expenditures or subject us to increased liability . ​ Governments regulate our business and vessel operations through international conventions and national, state and local laws and regulations.
Despite this agreement, many shipowners in the near-term have stated plans to continue to avoid the area while monitoring developments. ​ We are subject to regulation and liability under environmental and operational safety laws that could require significant expenditures or subject us to increased liability . ​ Governments regulate our business and vessel operations through international conventions and national, state and local laws and regulations.
While the United States has signed the agreement, it has not enacted legislation that would implement either pillar, and the Marshall Islands is not among the signatories. Pillar Two of that framework agreement subjects certain multinational enterprises with consolidated revenues of at least 750 million euros to a minimum 15% tax rate.
Pillar Two of that framework agreement subjects certain multinational enterprises with consolidated revenues of at least 750 million euros to a minimum 15% tax rate.
The occurrence of these events could have a material adverse effect on our business, results of operations, cash flows, financial condition, ability to pay dividends, and ability to continue as a going concern. ​ Prolonged declines in freight and charter rates, changes in the useful life of vessels, and other market deterioration could cause us to incur impairment charges. ​ We evaluate the carrying amounts of our vessels to determine if events have occurred that would require us to evaluate our vessels for an impairment of their carrying amounts.
In 2025, drybulk commodity demand growth may ease relative to 2024 levels, whereas vessel supply growth is expected to remain at a similar level to 2024. ​ Prolonged declines in freight and charter rates, changes in the useful life of vessels, and other market deterioration could cause us to incur impairment charges. ​ We evaluate the carrying amounts of our vessels to determine if events have occurred that would require us to evaluate our vessels for an impairment of their carrying amounts.
If market conditions deteriorate following our vessels’ current employment, we may not be able to employ our vessels at profitable rates or at all.
If market conditions deteriorate following our vessels’ current employment, we may not be able to employ our vessels at profitable rates or at all. The occurrence of these events could have a material adverse effect on our business, results of operations, cash flows, financial condition, ability to pay dividends, and ability to continue as a going concern.
Removed
The Baltic Dry Index (“BDI”), an index published by The Baltic Exchange of shipping rates for key drybulk routes increased during 2021 after a decline in 2020 principally caused by the COVID-19 pandemic, while another firm year was seen in 2022. In 2023, the BDI declined from 2021 and 2022 highs, but was firm from a historical perspective.
Added
Economic difficulties in China’s real estate sector has led to reduced domestic demand for steel, prompting China to increase steel exports. President Trump recently announced global tariffs on steel due to take effect on March 12, 2025, and other countries may react with protectionist measures.
Removed
During the year ended December 31, 2023, we experienced increased costs for crew, spares, and stores, which we currently expect to continue into 2024.
Added
If China were to reduce steel production, its demand for drybulk cargoes used in steel production may likewise fall.
Removed
On January 17, 2024, the Genco Picardy, a 2005-built 55,255 dwt Supramax vessel, was impacted by an unidentified projectile while transiting through the Gulf of Aden laden with a cargo of phosphate rock.
Added
These factors, in turn, may be affected by changes in climate, which may include changes in sea level and adverse weather events.
Removed
Capesize vessels, which we operate as part of our fleet, have been particularly susceptible to significant freight rate fluctuations in spot charter rates. ​ Spot market voyage charter rates may fluctuate dramatically based primarily on the worldwide supply of drybulk vessels and the worldwide demand for transportation of drybulk cargoes.
Added
As a result of the Israel and Hamas ceasefire agreement announced in January 2025, the Houthis have stated that they will curtail attacks on commercial vessels transiting the Red Sea as long as the agreement remains in place and is observed.
Added
While certain international shipping income is exempt from some or all of the 38 Table of Contents provisions included in the agreement, the impact of these provisions is uncertain and may not become evident for some period of time.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeOur Board and our Audit Committee receive updates from time to time from our management as appropriate on cybersecurity. ​ Our Chief Financial Officer, our Internal Audit Director and our external Information Technology department are primarily responsible to assess and manage material risks from cybersecurity threats and oversee key cybersecurity policies and processes.
Biggest changeOur Board and our Audit Committee receive updates annually and more frequently as deemed necessary from our management on cybersecurity. ​ Our Chief Financial Officer, our Internal Audit Director and our external Information Technology department are primarily responsible to assess and manage material risks from cybersecurity threats and oversee key cybersecurity policies and processes.
We also perform penetration tests, data recovery testing, security audits and risk assessments throughout the year. We hold online cybersecurity trainings for our employees. Our risk management process also encompasses cybersecurity risks associated with our use of third-party service providers.
We also perform penetration tests, data recovery testing, security audits and risk assessments throughout the year. We hold quarterly online cybersecurity trainings for our employees. Our risk management process also encompasses cybersecurity risks associated with our use of third-party service providers.
He is assisted by two network engineers with 26 years of information technology experience with a focus on information technology forensics. ​ Network and information systems and other technologies play an important role in our business activities. We also obtain certain confidential, proprietary and personal information about our charterers, personnel, and vendors.
He is assisted by two network engineers with 27 years of information technology experience with a focus on information technology forensics. ​ Network and information systems and other technologies play an important role in our business activities. We also obtain certain confidential, proprietary and personal information about our charterers, personnel, and vendors.
They are informed about policies and processes to monitor the prevention, detection, mitigation, and remediation of cybersecurity incidents. The Chief Information Manager of our Information Technology department has 35 years of experience in the design, implementation, and support of information technology infrastructures with significant expertise in information technology forensics.
They are informed about policies and processes to monitor the prevention, detection, mitigation, and remediation of cybersecurity incidents. The Chief Information Manager of our Information Technology department has 36 years of experience in the design, implementation, and support of information technology infrastructures with significant expertise in information technology forensics.
For additional information regarding whether any risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, have materially affected or are reasonably likely to materially affect our company, including our business strategy, results of operations, or financial condition, please refer to Item 1A, “Risk Factors,” in this report, including the risk factor entitled “Security breaches and other disruptions to our information technology infrastructure could interfere with our operations and expose us to liability.” and Item 1, “Business – Environmental and Other Regulations - Safety Management System Requirements” in this report. ​
For additional information regarding whether any risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, have materially affected or are reasonably likely to materially affect our company, including our business strategy, results of operations, or financial condition, please refer to Item 1A, “Risk Factors,” in this report, 41 Table of Contents including the risk factor entitled “Security breaches and other disruptions to our information technology infrastructure could interfere with our operations and expose us to liability” and Item 1, “Business – Environmental and Other Regulations – Safety Management System Requirements” in this report. ​
We routinely assess material risks from cybersecurity threats, including any potential unauthorized occurrence on or conducted through our information systems that may result in adverse effects on the confidentiality, integrity, or availability of our information systems or any information maintained in them. 39 ​ Table of Contents ​ We conduct regular risk assessments to identify cybersecurity threats.
We routinely assess material risks from cybersecurity threats, including any potential unauthorized occurrence on or conducted through our information systems that may result in adverse effects on the confidentiality, integrity, or availability of our information systems or any information maintained in them. ​ We conduct regular risk assessments to identify cybersecurity threats.

Item 2. Properties

Properties — owned and leased real estate

4 edited+1 added−1 removed7 unchanged
Biggest changeFollowing the expiration of the free base rental period, the monthly base rental payments are $0.2 million per month from October 1, 2018 to April 30, 2023 and $0.2 million per month from May 1, 2023 to September 30, 2025. ​ Future minimum rental payments on the above lease for the next two years are as follows: $2.5 million for 2024 and $1.8 million for 2025. ​ On June 14, 2019, we entered into a sublease agreement for a portion of this leased space for our main office in New York, New York that commenced on July 26, 2019 and will end on September 29, 2025.
Biggest changeFollowing the expiration of the free base rental period, the monthly base rental payments will be $0.07 million until the end of the lease term. ​ Future minimum rental payments on the above leases are as follows: $1.8 million for 2025, $0 for 2026, $0.3 million for 2027, $0.8 million for 2028, $0.8 million for 2029 and $5.8 million thereafter. ​ On June 14, 2019, we entered into a sublease agreement for a portion of this leased space for our main office in New York, New York that commenced on July 26, 2019 and will end on September 29, 2025.
During June 2022, a lease was signed for a new office space in Copenhagen effective January 1, 2023 for a minimum period ending January 1, 2025. ​ For a description of our vessels, see “Our Fleet” in Item 1, “Business” in this report.
During June 2022, a lease was signed for a new office space in Copenhagen effective January 1, 2023 with a current minimum period ending August 2025. ​ For a description of our vessels, see “Our Fleet” in Item 1, “Business” in this report.
As of December 31, 2023, 45 of the vessels in our fleet served as collateral under our credit facility. Please see “Liquidity and Capital Resources” and “Critical Accounting Policies — Vessels and Depreciation” in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operation” for a further description.
As of December 31, 2024, all 42 of the vessels in our fleet served as collateral under our credit facility. Please see “Liquidity and Capital Resources” and “Critical Accounting Policies — Vessels and Depreciation” in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operation” for a further description.
This lease was further extended effective January 17, 2024 for a two-year term. ​ 40 ​ Table of Contents Lastly, during July 2018, we entered into a lease for office space in Copenhagen which commenced on July 1, 2018 and ended on April 30, 2019.
This lease was further extended effective January 17, 2024 for a two-year term. ​ Lastly, during July 2018, we entered into a lease for office space in Copenhagen which commenced on July 1, 2018 and ended on April 30, 2019. A lease was signed for a new office space in Copenhagen effective May 1, 2019 which ended January 31, 2023.
Removed
A lease was signed for a new office space in Copenhagen effective May 1, 2019 which ended January 31, 2023.
Added
Following the expiration of the free base rental period, the monthly base rental payments are $0.2 million per month from October 1, 2018 to April 30, 2023 and $0.2 million per month from May 1, 2023 to September 30, 2025. ​ On October 14, 2024, we entered into a lease agreement to extend our current lease agreement for our main office in New York, New York which will commence on October 1, 2025 until July 31, 2036, with a free base rental period until August, 2027.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeUnder the settlement terms, which are currently being implemented, we will be reimbursed for damages we sustained because of the arrest of the Genco Constellation (including contractual revenue and affiliated expenses) as well as for the ensuing legal and security fees and costs we have incurred in order to defend against the claims brought by the other parties. ​ The claim has not had a significant effect on our results of operations or cash flows to date, and we do not anticipate that it will have such an effect in the future, although there can be no assurance that it will not. ​ We are not involved in any other legal proceedings that we believe are likely to have, or have had a significant effect on our business, financial position, results of operations or cash flows, nor are we aware of any other proceedings that are pending or threatened which we believe are likely to have a significant effect on our business, financial position, results of operations or liquidity.
Biggest changeUnder the settlement terms, we were reimbursed for damages we sustained because of the arrest of the Genco Constellation (including contractual revenue and affiliated expenses) as well as for the ensuing legal and security fees and costs we have incurred in order to defend against the claims brought by the other parties. ​ We are not involved in any other legal proceedings that we believe are likely to have, or have had a significant effect on our business, financial position, results of operations or cash flows, nor are we aware of any other proceedings that are pending or threatened which we believe are likely to have a significant effect on our business, financial position, results of operations or liquidity.
We vigorously defended them while continuing to seek reimbursement of damages arising from the arrest of the vessel, including the recovery of lost revenue while arrested and reimbursement of legal fees. The Company obtained security from BG Shipping Co. Limited and proceeded with arbitration.
We vigorously defended the alleged claims while continuing to seek reimbursement of damages arising from the arrest of the vessel, including the recovery of lost revenue while arrested and reimbursement of legal fees. The Company obtained security from BG Shipping Co. Limited and proceeded with arbitration.
Ltd (“Hizone”) had sub-chartered the vessel from SCM Corporation Limited, which had subchartered the vessel from BG Shipping Co. Limited, which in turn had chartered the vessel from us. A dispute arose due to the need to restow the cargo to ensure the safety of the crew and the vessel.
Ltd (“Hizone”) had sub-chartered the vessel from SCM Corporation Limited, which had subchartered the vessel from BG Shipping Co. Limited, which in turn had chartered the vessel from us. A dispute arose due to the 42 Table of Contents need to restow the cargo to ensure the safety of the crew and the vessel.
From time to time, we may be subject to other legal proceedings and claims in the ordinary course of business, principally personal injury and property casualty claims. We expect that these claims would be covered by insurance, subject to customary deductibles. These claims, even if lacking merit, could result in the expenditure of significant financial and managerial resources. ​
From time to time, we may be subject to other legal proceedings and claims in the ordinary course of business, principally personal injury and property casualty claims. We expect that these claims would be covered by insurance, subject to customary deductibles.
Added
These claims, even if lacking merit, could result in the expenditure of significant financial and managerial resources. ​ ITEM 4. MINE SAFETY DISCLOSURES ​ Not applicable. ​

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeMARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES ​ MARKET INFORMATION, HOLDERS AND DIVIDENDS ​ Our common stock is traded on the New York Stock Exchange (“NYSE”) under the symbol “GNK.” ​ 41 ​ Table of Contents As of February 27, 2024, there were approximately eleven holders of record of our common stock. ​ On April 19, 2021, our Board of Directors adopted a new quarterly dividend policy commencing in the first quarter of 2022 in respect to our financial results for the fourth quarter of 2021 based on a formulaic approach.
Biggest changeMARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES ​ MARKET INFORMATION, HOLDERS AND DIVIDENDS ​ Our common stock is traded on the New York Stock Exchange (“NYSE”) under the symbol “GNK.” ​ As of February 21, 2025, there were approximately ten holders of record of our common stock. ​ Our quarterly dividend policy is based on a formulaic approach.
Our quarterly dividend policy and declaration and payment of dividends are subject to legally available funds, compliance with applicable laws and contractual obligations (including our credit facility) and our Board’s determination that each declaration and payment is at that time in the best interests of the Company and its shareholders after its review of our financial performance. ​ For a discussion of restrictions applicable to our payment of dividends as well as the formula for calculating the quarterly dividends, please see “Liquidity and Capital Resources—Dividends” in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operation” below. ​ 42 ​ Table of Contents PART II ​
Our quarterly dividend policy and declaration and payment of dividends are subject to legally available funds, compliance with applicable laws and contractual obligations (including our credit facility) and our Board’s determination that each declaration and payment is at that time in the best interests of the Company and its shareholders after its review of our financial performance. ​ For a discussion of restrictions applicable to our payment of dividends as well as the formula for calculating the quarterly dividends, please see “Liquidity and Capital Resources—Dividends” in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operation” below. ​ 43 Table of Contents PART II ​ ITEM 6.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

100 edited+24 added−14 removed89 unchanged
Biggest changeVessels have been grouped according to their collateralized status as of December 31, 2023 and does not include any vessels held for sale. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Carrying Value (U.S. ​ ​ ​ ​ ​ ​ dollars in ​ ​ ​ ​ ​ ​ thousands) as of ​ ​ Year December 31, December 31, Vessels Year Built Acquired 2023 2022 $500 Million Revolver ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Genco Commodus 2009 2009 ​ $ — ​ $ 33,227 ​ Genco Maximus 2009 2009 ​ — ​ 33,275 ​ Genco Claudius ​ 2010 2009 ​ — ​ 34,850 ​ 60 ​ Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Carrying Value (U.S. ​ ​ ​ ​ ​ ​ dollars in ​ ​ ​ ​ ​ ​ thousands) as of ​ ​ Year December 31, December 31, Vessels Year Built Acquired 2023 2022 Baltic Bear 2010 2010 ​ ​ 32,724 ​ ​ 34,682 ​ Baltic Wolf 2010 2010 ​ 33,078 ​ 35,004 ​ Genco Lion 2012 2013 ​ 28,508 ​ 29,853 ​ Genco Tiger ​ 2011 ​ 2013 ​ ​ 26,954 ​ ​ 28,207 ​ Baltic Scorpion 2015 2015 ​ 21,440 ​ 22,448 ​ Baltic Mantis 2015 2015 ​ 21,677 ​ 22,689 ​ Genco Hunter 2007 2007 ​ 7,564 ​ 7,769 ​ Genco Warrior 2005 2007 ​ 6,211 ​ 6,501 ​ Genco Aquitaine 2009 2010 ​ 7,948 ​ 8,254 ​ Genco Ardennes 2009 2010 ​ 7,955 ​ 8,258 ​ Genco Auvergne 2009 2010 ​ 7,971 ​ 8,270 ​ Genco Bourgogne 2010 2010 ​ 8,580 ​ 8,943 ​ Genco Brittany 2010 2010 ​ 8,590 ​ 8,931 ​ Genco Languedoc 2010 2010 ​ 8,588 ​ 8,932 ​ Genco Picardy 2005 2010 ​ 6,972 ​ 6,899 ​ Genco Pyrenees 2010 2010 ​ 8,641 ​ 8,979 ​ Genco Rhone 2011 2011 ​ 9,792 ​ 10,203 ​ Genco Constantine 2008 2008 ​ 29,377 ​ 31,638 ​ Genco Augustus 2007 2007 ​ 27,052 ​ 29,321 ​ Genco London 2007 2007 ​ 27,295 ​ 29,181 ​ Genco Titus 2007 2007 ​ 27,856 ​ 29,823 ​ Genco Tiberius 2007 2007 ​ 27,127 ​ 29,455 ​ Genco Hadrian 2008 2008 ​ 29,671 ​ 31,623 ​ Genco Predator 2005 2007 ​ 6,888 ​ 6,816 ​ Baltic Hornet 2014 2014 ​ 20,084 ​ 21,058 ​ Baltic Wasp 2015 2015 ​ 20,326 ​ 21,300 ​ Genco Endeavour ​ 2015 ​ 2018 ​ 39,022 ​ 40,498 ​ Genco Resolute ​ 2015 ​ 2018 ​ 39,177 ​ 40,852 ​ Genco Columbia ​ 2016 ​ 2018 ​ 22,455 ​ 23,480 ​ Genco Weatherly ​ 2014 ​ 2018 ​ 18,118 ​ 18,939 ​ Genco Liberty ​ 2016 ​ 2018 ​ 42,162 ​ 43,942 ​ Genco Defender ​ 2016 ​ 2018 ​ 42,165 ​ 43,964 ​ Genco Magic ​ 2014 ​ 2020 ​ ​ 13,373 ​ ​ 13,872 ​ Genco Vigilant ​ 2015 ​ 2021 ​ ​ 14,323 ​ ​ 14,901 ​ Genco Freedom ​ 2015 ​ 2021 ​ ​ 14,407 ​ ​ 14,996 ​ Genco Enterprise ​ 2016 ​ 2021 ​ ​ 18,996 ​ ​ 19,806 ​ Genco Madeleine ​ 2014 ​ 2021 ​ ​ 21,209 ​ ​ 22,253 ​ Genco Constellation ​ 2017 ​ 2021 ​ ​ 23,872 ​ ​ 24,897 ​ Genco Mayflower ​ 2017 ​ 2021 ​ ​ 24,251 ​ ​ 25,328 ​ Genco Laddey ​ 2022 2022 ​ 28,299 ​ 29,326 ​ Genco Mary ​ 2022 2022 ​ 28,336 ​ 29,367 ​ Genco Ranger ​ 2016 ​ 2023 ​ ​ 43,108 ​ ​ — ​ TOTAL ​ ​ ​ ​ ​ $ 902,142 ​ $ 1,002,810 ​ Unencumbered ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Genco Reliance 2016 ​ 2023 ​ $ 42,972 ​ $ — ​ ​ ​ ​ ​ ​ ​ $ 42,972 ​ $ — ​ Consolidated Total ​ ​ ​ ​ ​ $ 945,114 ​ $ 1,002,810 ​ ​ If we were to sell a vessel or hold a vessel for sale, and the carrying value of the vessel were to exceed its fair market value, net of costs to sell, we would record a loss in the amount of the difference.
Biggest changeVessels have been grouped according to their collateralized status as of December 31, 2024 and does not include any vessels held for sale. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Carrying Value (U.S. ​ ​ ​ ​ ​ ​ dollars in ​ ​ ​ ​ ​ ​ thousands) as of ​ ​ Year December 31, December 31, Vessels Year Built Acquired 2024 2023 $500 Million Revolver ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Baltic Bear 2010 2010 ​ $ 30,910 ​ $ 32,724 ​ Baltic Wolf 2010 2010 ​ 31,303 ​ 33,078 ​ Genco Lion 2012 2013 ​ 27,213 ​ 28,508 ​ Genco Tiger ​ 2011 ​ 2013 ​ ​ 25,820 ​ ​ 26,954 ​ Baltic Scorpion 2015 2015 ​ 20,429 ​ 21,440 ​ Baltic Mantis 2015 2015 ​ 20,663 ​ 21,677 ​ Genco Hunter 2007 2007 ​ 7,112 ​ 7,564 ​ Genco Warrior ​ 2005 ​ 2007 ​ ​ — ​ ​ 6,211 ​ Genco Aquitaine 2009 2010 ​ 7,888 ​ 7,948 ​ Genco Ardennes 2009 2010 ​ 7,934 ​ 7,955 ​ Genco Auvergne 2009 2010 ​ 7,947 ​ 7,971 ​ Genco Bourgogne 2010 2010 ​ 8,522 ​ 8,580 ​ Genco Brittany 2010 2010 ​ 8,314 ​ 8,590 ​ Genco Languedoc 2010 2010 ​ 8,531 ​ 8,588 ​ Genco Picardy 2005 2010 ​ 6,433 ​ 6,972 ​ Genco Pyrenees 2010 2010 ​ 8,280 ​ 8,641 ​ Genco Rhone 2011 2011 ​ 9,368 ​ 9,792 ​ Genco Constantine 2008 2008 ​ 27,134 ​ 29,377 ​ Genco Augustus 2007 2007 ​ 24,793 ​ 27,052 ​ Genco London 2007 2007 ​ 25,328 ​ 27,295 ​ Genco Titus 2007 2007 ​ 25,854 ​ 27,856 ​ Genco Tiberius 2007 2007 ​ 24,598 ​ 27,127 ​ Genco Hadrian 2008 2008 ​ — ​ 29,671 ​ Genco Predator 2005 2007 ​ 6,351 ​ 6,888 ​ Genco Hornet 2014 2014 ​ 19,177 ​ 20,084 ​ Genco Wasp 2015 2015 ​ 19,421 ​ 20,326 ​ Genco Endeavour ​ 2015 ​ 2018 ​ 38,324 ​ 39,022 ​ Genco Resolute ​ 2015 ​ 2018 ​ 37,468 ​ 39,177 ​ Genco Columbia ​ 2016 ​ 2018 ​ 21,464 ​ 22,455 ​ Genco Weatherly ​ 2014 ​ 2018 ​ 17,427 ​ 18,118 ​ Genco Liberty ​ 2016 ​ 2018 ​ 40,326 ​ 42,162 ​ Genco Defender ​ 2016 ​ 2018 ​ 40,319 ​ 42,165 ​ Genco Magic ​ 2014 ​ 2020 ​ ​ 13,258 ​ ​ 13,373 ​ Genco Vigilant ​ 2015 ​ 2021 ​ ​ 13,784 ​ ​ 14,323 ​ Genco Freedom ​ 2015 ​ 2021 ​ ​ 13,881 ​ ​ 14,407 ​ Genco Enterprise ​ 2016 ​ 2021 ​ ​ 18,187 ​ ​ 18,996 ​ Genco Madeleine ​ 2014 ​ 2021 ​ ​ 20,162 ​ ​ 21,209 ​ Genco Constellation ​ 2017 ​ 2021 ​ ​ 22,806 ​ ​ 23,872 ​ Genco Mayflower ​ 2017 ​ 2021 ​ ​ 23,165 ​ ​ 24,251 ​ 62 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Carrying Value (U.S. ​ ​ ​ ​ ​ ​ dollars in ​ ​ ​ ​ ​ ​ thousands) as of ​ ​ Year December 31, December 31, Vessels Year Built Acquired 2024 2023 Genco Laddey ​ 2022 2022 ​ 27,305 ​ 28,299 ​ Genco Mary ​ 2022 2022 ​ 27,335 ​ 28,336 ​ Genco Ranger ​ 2016 ​ 2023 ​ ​ 41,515 ​ ​ 43,108 ​ Genco Reliance 2016 ​ 2023 ​ ​ 41,462 ​ ​ 42,972 ​ Genco Intrepid ​ 2016 ​ 2024 ​ ​ 47,511 ​ ​ — ​ Consolidated Total ​ ​ ​ ​ ​ $ 915,022 ​ $ 945,114 ​ ​ If we were to sell a vessel or hold a vessel for sale, and the carrying value of the vessel were to exceed its fair market value, net of costs to sell, we would record a loss in the amount of the difference.
During the fourth quarter of 2023, we entered into agreements to sell three of our Capesize vessels, the Genco Claudius, Genco Commodus and Genco Maximus. The Genco Commodus was delivered to its third-party buyer on February 7, 2024.
During the fourth quarter of 2023, we entered into agreements to sell three of our Capesize vessels, the Genco Claudius, the Genco Commodus and the Genco Maximus. The Genco Commodus was delivered to its third-party buyer on February 7, 2024.
The upgrades have been successfully installed during previous drydockings. ​ Under our comprehensive IMO 2023 compliance plan, we have and intend to install energy saving devices and apply high performance paint systems in order to reduce fuel consumption and emissions among other key initiatives, on select vessels.
The upgrades have been successfully installed during previous drydockings. ​ Under our comprehensive IMO 2023 compliance plan, we have installed and intend to install energy saving devices and apply high performance paint systems in order to reduce fuel consumption and emissions among other key initiatives, on select vessels.
Holder from the sale or exchange of such common shares will be treated as long-term capital loss to the extent of such dividend. ​ 55 ​ Table of Contents Tax Consequences if We Are a Passive Foreign Investment Company ​ As discussed in “U.S. tax authorities could treat us as a ‘passive foreign investment company,’ which could have adverse U.S. federal income tax consequences to U.S. shareholders” in Item 1.A Risk Factors in this report, a foreign corporation generally will be treated as a PFIC for U.S. federal income tax purposes if, after applying certain look through rules, either (1) at least 75% of its gross income for any taxable year consists of “passive income” or (2) at least 50% of the average value or adjusted bases of its assets (determined on a quarterly basis) produce or are held for the production of passive income, i.e., “passive assets.” As discussed above, we do not believe that our past or existing operations would cause, or would have caused, us to be deemed a PFIC with respect to any taxable year.
Holder from the sale or exchange of such common shares will be treated as long-term capital loss to the extent of such dividend. 56 Table of Contents ​ Tax Consequences if We Are a Passive Foreign Investment Company ​ As discussed in “U.S. tax authorities could treat us as a ‘passive foreign investment company,’ which could have adverse U.S. federal income tax consequences to U.S. shareholders” in Item 1.A Risk Factors in this report, a foreign corporation generally will be treated as a PFIC for U.S. federal income tax purposes if, after applying certain look through rules, either (1) at least 75% of its gross income for any taxable year consists of “passive income” or (2) at least 50% of the average value or adjusted bases of its assets (determined on a quarterly basis) produce or are held for the production of passive income, i.e., “passive assets.” As discussed above, we do not believe that our past or existing operations would cause, or would have caused, us to be deemed a PFIC with respect to any taxable year.
If we do not satisfy the collateral maintenance requirement, we will need to post additional collateral or prepay outstanding loans to bring us back into compliance, or we will need to seek waivers, which may not be available or may be subject to conditions. ​ In the future, we may require capital to fund acquisitions or to improve or support our ongoing operations and debt structure, particularly in light of economic conditions resulting from the war in Ukraine, the Houthi conflict in the Red Sea, the Israel-Hamas war, and the trajectory of China’s economic recovery.
If we do not satisfy the collateral maintenance requirement, we will need to post additional collateral or prepay outstanding loans to bring us back into compliance, or we will need to seek waivers, which may not be available or may be subject to conditions. ​ In the future, we may require capital to fund acquisitions or to improve or support our ongoing operations and debt structure, particularly in light of economic conditions resulting from the war in Ukraine, the Houthi conflict in the Red Sea, the Israel-Hamas war, and the trajectory of China’s economic recovery and stimulus measures.
Holder: ​ ● fails to provide us with an accurate taxpayer identification number; ● is notified by the IRS that they have become subject to backup withholding because they previously failed to report all interest and dividends required to be shown on their federal income tax returns; or ● fails to comply with applicable certification requirements 56 ​ Table of Contents ​ A holder that is not a U.S.
Holder: ​ ● fails to provide us with an accurate taxpayer identification number; 57 Table of Contents ● is notified by the IRS that they have become subject to backup withholding because they previously failed to report all interest and dividends required to be shown on their federal income tax returns; or ● fails to comply with applicable certification requirements ​ A holder that is not a U.S.
Holder.” ​ Subject to the discussion of passive foreign investment company (PFIC) status on pages 36 - 37 of this report, any distributions made by us to a U.S. Holder with respect to our common shares generally will constitute dividends to the extent of our current or accumulated earnings and profits, as determined under U.S. federal income tax principles.
Holder.” ​ Subject to the discussion of passive foreign investment company (PFIC) status on pages 37 - 38 of this report, any distributions made by us to a U.S. Holder with respect to our common shares generally will constitute dividends to the extent of our current or accumulated earnings and profits, as determined under U.S. federal income tax principles.
Our ability to continue to meet our liquidity needs is subject to and will be affected by cash utilized in operations, the economic or business environment in which we operate, shipping industry conditions, the financial condition of our customers, vendors and service providers, our ability to comply with the financial and other covenants of our indebtedness, and other factors. ​ We believe, given our current cash holdings, if drybulk shipping rates do not decline significantly from current levels, our capital resources, including cash anticipated to be generated within the year, are sufficient to fund our operations for at least the next twelve months.
Our ability to continue to meet our liquidity needs is subject to and will be affected by cash utilized in operations, the economic or business environment in which we operate, shipping industry conditions, the financial condition of our customers, vendors and service providers, our ability to comply with the financial and other covenants of our indebtedness, and other factors. ​ We believe, given our current cash holdings and undrawn revolver availability, if drybulk shipping rates do not decline significantly from current levels, our capital resources, including cash anticipated to be generated within the year, are sufficient to fund our operations for at least the next twelve months.
If indicators of impairment are present, we perform an analysis of the anticipated undiscounted future net cash flows to be derived from the related long-lived assets. ​ Although rates have been strong on a relative basis in 2023 and 2022, the drybulk charter market has been volatile in recent years.
If indicators of impairment are present, we perform an analysis of the anticipated undiscounted future net cash flows to be derived from the related long-lived assets. ​ Although rates have been strong on a relative basis in 2024 and 2023, the drybulk charter market has been volatile in recent years.
Heightened economic uncertainty and the potential for renewed drybulk market weakness as a result of the war in Ukraine, the Israel-Hamas war, the Houthi conflict in the Red Sea, and related economic conditions may result in our suspension, reduction, or termination of future quarterly dividends. ​ 54 ​ Table of Contents U.S. Federal Income Tax Treatment of Dividends ​ U.S.
Heightened economic uncertainty and the potential for renewed drybulk market weakness as a result of the war in Ukraine, the Israel-Hamas war, the Houthi conflict in the Red Sea, and related economic conditions may result in our suspension, reduction, or termination of future quarterly dividends. ​ 55 Table of Contents U.S. Federal Income Tax Treatment of Dividends ​ U.S.
Such a valuation is not necessarily the same as the amount any vessel may bring upon sale, which may be more or less, and should not be relied upon as such. We were in compliance with the collateral maintenance covenant under our $500 Million Revolver as of December 31, 2023.
Such a valuation is not necessarily the same as the amount any vessel may bring upon sale, which may be more or less, and should not be relied upon as such. We were in compliance with the collateral maintenance covenant under our $500 Million Revolver as of December 31, 2024.
However, neither such valuation nor the carrying value in the table below reflects the value of long-term time charters, if any, related to some of our vessels. ​ In the chart below, we list each of our vessels, the year it was built, the year we acquired it, and its carrying value as of December 31, 2023 and 2022.
However, neither such valuation nor the carrying value in the table below reflects the value of long-term time charters, if any, related to some of our vessels. ​ In the chart below, we list each of our vessels, the year it was built, the year we acquired it, and its carrying value as of December 31, 2024 and 2023.
Our vessels remain fully utilized and have a relatively long average remaining useful life of approximately 13 years in which to recover sufficient cash flows on an undiscounted basis to recover their carrying values as of December 31, 2023.
Our vessels remain fully utilized and have a relatively long average remaining useful life of approximately 13 years in which to recover sufficient cash flows on an undiscounted basis to recover their carrying values as of December 31, 2024.
The majority of the vessels in our current fleet are presently engaged under time charter, spot market voyage charters and spot market-related time charters that expire (assuming the option periods in the time charters are not exercised) between February 2024 and February 2025. ​ See pages 5 – 6 for a table of our current fleet. ​ IMO 2023 Compliance ​ In 2021, Genco initiated a comprehensive plan to comply with IMO regulations that took effect in 2023, namely the Energy Efficiency Existing Ship Index (“EEXI”) and the Carbon Intensity Indicator (“CII”) metrics, which call for a reduction in vessel greenhouse gas emissions.
The majority of the vessels in our current fleet are presently engaged under time charter, spot market voyage charters and spot market-related time charters that expire (assuming the option periods in the time charters are not exercised) between February 2025 and March 2026. ​ See pages 5 for a table of our current fleet. ​ IMO 2023 Compliance ​ In 2021, Genco initiated a comprehensive plan to comply with IMO regulations that took effect in 2023, namely the Energy Efficiency Existing Ship Index (“EEXI”) and the Carbon Intensity Indicator (“CII”) metrics, which call for a reduction in vessel greenhouse gas emissions.
Discussions of 2021 items and year-to-year comparisons between 2022 and 2021 that are not included in this Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 filed with the SEC on February 22, 2023. ​ 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.
Discussions of 2022 items and year-to-year comparisons between 2023 and 2022 that are not included in this Form 10-K can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 filed with the SEC on February 27, 2024. ​ 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.
The MD&A is provided as a supplement to, and should be read in conjunction with, our consolidated financial statements and notes thereto included in Item 8 – Financial Statements and Supplementary Data. ​ The MD&A generally discusses 2023 and 2022 items and year-to-year comparisons between 2023 and 2022.
The MD&A is provided as a supplement to, and should be read in conjunction with, our consolidated financial statements and notes thereto included in Item 8 – Financial Statements and Supplementary Data. ​ The MD&A generally discusses 2024 and 2023 items and year-to-year comparisons between 2024 and 2023.
Under the quarterly dividend policy, the amount available for quarterly dividends is to be calculated based on the following formula: ​ Operating cash flow Less: Capital expenditures for drydocking Less: Voluntary quarterly reserve Cash flow distributable as dividends ​ The amount of dividends payable under the foregoing formula for each quarter of the year will be determined on a quarterly basis. ​ For purposes of the foregoing calculation, operating cash flow is defined as voyage revenue less voyage expenses, charter hire expenses, realized gains or losses on fuel hedges, vessel operating expenses, general and administrative expenses other than non-cash restricted stock expenses, technical management fees, and interest expense other than non-cash deferred financing costs.
Dividends ​ Under our quarterly dividend policy, the amount available for quarterly dividends is to be calculated based on the following formula: ​ Operating cash flow Less: Voluntary quarterly reserve Cash flow distributable as dividends ​ The amount of dividends payable under the foregoing formula for each quarter of the year will be determined on a quarterly basis. ​ For purposes of the foregoing calculation, operating cash flow is defined as voyage revenue less voyage expenses, charter hire expenses, realized gains or losses on fuel hedges, vessel operating expenses, general and administrative expenses other than non-cash restricted stock expenses, technical management fees, and interest expense other than non-cash deferred financing costs.
As of December 31, 2023, the $500 Million Revolver contained collateral maintenance covenants that require the aggregate appraised value of collateral vessels to be at least 140% of the principal amount of the loan outstanding under such facility.
As of December 31, 2024, the $500 Million Revolver contained collateral maintenance covenants that require the aggregate appraised value of collateral vessels to be at least 140% of the principal amount of the loan outstanding under such facility.
Holders generally may obtain a refund of any amounts withheld under backup withholding rules that exceed their income tax liability by timely filing a refund claim with the IRS. ​ You are encouraged to consult your own tax advisor concerning the overall tax consequences arising in your own particular situation under U.S. federal, state, local, or foreign law from the payment of dividends on our common stock. ​ Cash Flows ​ Net cash provided by operating activities for the years ended December 31, 2023 and 2022 was $91.8 million and $189.3 million, respectively.
Holders generally may obtain a refund of any amounts withheld under backup withholding rules that exceed their income tax liability by timely filing a refund claim with the IRS. ​ You are encouraged to consult your own tax advisor concerning the overall tax consequences arising in your own particular situation under U.S. federal, state, local, or foreign law from the payment of dividends on our common stock. ​ Cash Flows ​ Net cash provided by operating activities for the years ended December 31, 2024 and 2023 was $126.8 million and $91.8 million, respectively.
Our management uses EBITDA as a performance measure in 48 ​ Table of Contents 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.
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.
In determining the fair value of interest rate derivatives, we consider the creditworthiness of both the counterparty and ourselves, which has not changed significantly and has no effect on the 57 ​ Table of Contents valuation. Valuations prior to any adjustments for credit risk would be validated by comparison with counterparty valuations.
In determining the fair value of interest rate derivatives, we consider the creditworthiness of both the counterparty and ourselves, which has not changed significantly and has no effect on the valuation. Valuations prior to any adjustments for credit risk would be validated by comparison with counterparty valuations.
Although we do not have any mandatory debt repayments until 2028, we intend to continue to pay down debt on a voluntary basis with a medium-term goal of zero net debt.
Although we do not have any mandatory debt repayments until 2028, we intend to continue to pay down debt on a voluntary basis with a goal of zero net debt.
Daily vessel operating expenses are calculated by dividing vessel operating expenses by ownership days for the relevant period. 47 ​ Table of Contents Operating Data ​ The following tables represent the operating data and certain balance sheet and other data as of and for the years ended December 31, 2023 and 2022 on a consolidated basis. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Years Ended December 31, ​ ​ ​ ​ ​ ​ 2023 2022 Change % Change Income Statement Data: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (U.S.
Daily vessel operating expenses are calculated by dividing vessel operating expenses by ownership days for the relevant period. 48 Table of Contents Operating Data ​ The following tables represent the operating data and certain balance sheet and other data as of and for the years ended December 31, 2024 and 2023 on a consolidated basis. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Years Ended December 31, ​ ​ ​ ​ ​ ​ 2024 2023 Change % Change Income Statement Data: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (U.S.
We began installing these ESDs on certain ships that entered drydocking in 2022, and we plan to continue to invest in our fleet. ​ These requirements are discussed above under “Item 1 – Environmental and Other Regulations – Air Emissions.” ​ IMO 2030 to 2050 Guidelines ​ During the week of July 3, 2023, the Marine Environment Protection Committee, a sub-committee of the IMO, met in London focusing on medium to long term decarbonization targets for the shipping industry.
We began installing these ESDs on certain ships that entered drydocking in 2022, and we plan to continue to invest in our fleet. ​ These requirements are discussed above under “Item 1 – Environmental and Other Regulations – Air Emissions.” 44 Table of Contents IMO 2030 to 2050 Guidelines ​ In July 2023, the Marine Environment Protection Committee, a sub-committee of the IMO, met in London focusing on medium to long term decarbonization targets for the shipping industry.
The variance was due to the timing of expenses during the year. 51 ​ Table of Contents ​ DEPRECIATION AND AMORTIZATION- ​ We depreciate the cost of our vessels on a straight-line basis over the expected useful life of each vessel.
The variance was due to the timing of expenses during the year. ​ DEPRECIATION AND AMORTIZATION- ​ We depreciate the cost of our vessels on a straight-line basis over the expected useful life of each vessel.
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.
EBITDA is included because it is used by management and certain 49 Table of Contents 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.
We have not entered into any FFAs as of December 31, 2023 and 2022. ​ Interest Rates ​ The effective interest rate for the years ended December 31, 2023 and 2022 include interest rates associated with the interest expense for our various credit facilities, including the following: the $500 Million Revolver and the $450 Million Credit Facility (until the $450 Million Credit Facility was amended to become the $500 Million Revolver on November 29, 2023). ​ The effective interest rate for the aforementioned credit facilities, including the cost associated with unused commitment fees, if applicable, was 8.29% and 4.63% during 2023 and 2022, respectively.
We have not entered into any FFAs as of December 31, 2024 and 2023. ​ Interest Rates ​ The effective interest rate for the years ended December 31, 2024 and 2023 include interest rates associated with the interest expense for our various credit facilities, including the following: the $500 Million Revolver and the $450 Million Credit Facility (until the $450 Million Credit Facility was amended to become the $500 Million Revolver on November 29, 2023). ​ The effective interest rate for the aforementioned credit facilities, including the cost associated with unused commitment fees, if applicable, was 9.08% and 8.29% during 2024 and 2023, respectively.
Actual results may differ from these estimates under different assumptions and conditions. ​ Critical accounting policies are those that reflect significant judgments of uncertainties and potentially result in materially different results under different assumptions and conditions.
Actual results may differ from these estimates under different assumptions and conditions. ​ 60 Table of Contents Critical accounting policies are those that reflect significant judgments of uncertainties and potentially result in materially different results under different assumptions and conditions.
Refer to Note 2 — Summary of Significant Accounting Policies and Note 4 — Vessel Acquisitions and Dispositions in our Consolidated Financial 61 ​ Table of Contents Statements for information regarding the sale of vessel assets and the classification of vessel assets held for sale as of December 31, 2023. ​ Deferred drydocking costs ​ Our vessels are required to be drydocked approximately every 30 to 60 months for major repairs and maintenance that cannot be performed while the vessels are operating.
Refer to Note 2 — Summary of Significant Accounting Policies and Note 5 — Vessel Acquisitions and Dispositions in our Consolidated Financial Statements for information regarding the sale of vessel assets and the classification of vessel assets held for sale as of December 31, 2024 and 2023. ​ Deferred drydocking costs ​ Our vessels are required to be drydocked approximately every 30 to 60 months for major repairs and maintenance that cannot be performed while the vessels are operating.
It is also reasonably possible that vessels that were not subject 62 ​ Table of Contents to impairment testing during 2023 because there was no indicator of impairment could be subject to such testing in the future. ​ Of the inputs that the Company uses for its impairment analysis, future charter rates are the most significant and most volatile.
It is also reasonably possible that vessels that were not subject to impairment testing during 2024 because there was no indicator of impairment could be subject to such testing in the future. ​ Of the inputs that the Company uses for its impairment analysis, future charter rates are the most significant and most volatile.
We drew down a total of $65 million on our revolving credit facility under the $450 Million Credit Facility during the fourth quarter of 2023 and utilized cash on hand to finance the purchases. ​ In order to opportunistically renew our fleet, in addition to the above vessel purchases, we agreed to divest three older, less fuel efficient vessels with their third special survey due in 2024.
We drew down a total of $65 million on our revolving credit facility under the $450 Million Credit Facility during the fourth quarter of 2023 and utilized cash on hand to finance the purchases. ​ Sales ​ In order to opportunistically renew our fleet, we agreed to divest three older, less fuel efficient vessels with their third special survey scheduled in 2024.
Comparatively, a decrease in the useful life of a 59 ​ Table of Contents drybulk vessel or in its residual value would have the effect of increasing 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.
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 below under the heading “Impairment of long-lived assets.” ​ During 2023, we recorded losses of $41.7 million related to the impairment of vessel assets.
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 below under the heading “Impairment of long-lived assets.” ​ During the years ended December 31, 2024 and 2023 we recorded losses of $6.6 million and $41.7 million, respectively, related to the impairment of vessel assets.
Our quarterly dividend policy and declaration and payment of dividends are subject to legally available funds, compliance with applicable law and contractual obligations (including our credit facilities) and our Board’s determination that each declaration and payment is at that time in the best interests of the Company and its shareholders after its review of our financial performance. ​ In connection with our comprehensive value strategy, we have paid down additional indebtedness under our credit facilities and amended, extended and upsized our existing $450 Million Credit Facility with the $500 Million Revolver. ​ The declaration and payment of any dividend or any stock repurchase is subject to the discretion of our Board of Directors.
Our quarterly dividend policy and declaration and payment of dividends are subject to legally available funds, compliance with applicable law and contractual obligations (including our credit facilities) and our Board’s determination that each declaration and payment is at that time in the best interests of the Company and its shareholders after its review of our financial performance. ​ In connection with our comprehensive value strategy, we have paid down additional indebtedness under our credit facilities. ​ The declaration and payment of any dividend or any stock repurchase is subject to the discretion of our Board of Directors.
Refer to Note 7 — Debt in our Consolidated Financial Statements for additional information.
Refer to Note 8 — Debt in our Consolidated Financial Statements for additional information.
The average amount by which the carrying value of these vessels exceeded the valuation of such vessels for covenant compliance purposes was $6.0 million and $7.6 million as of December 31, 2023 and 2022, respectively.
The average amount by which the carrying value of these vessels exceeded the valuation of such vessels for covenant compliance purposes was $3.2 million and $6.0 million as of December 31, 2024 and 2023, respectively.
During the fourth quarter of 2023, we drew down $65 million under the revolver of the $450 Million Credit Facility to partially fund the purchase of two Capesize vessels that were delivered during the fourth quarter of 2023.
During the fourth quarter of 2023, partially offsetting this debt reduction, we opportunistically drew down $65 million under the revolver of the $450 Million Credit Facility to partially fund the purchase of two Capesize vessels that were delivered during the fourth quarter of 2023.
Fleet utilization increased from 96.5% during 2022 to 97.3% during 2023 primarily due to less offhire time for our Capesize vessels. ​ Please see pages 7 - 8 for a table that sets forth information about the current employment of the vessels in our fleet. ​ VOYAGE EXPENSES- ​ In time charters and spot market-related time charters, operating costs including crews, maintenance and insurance are typically paid by the owner of the vessel and specified voyage costs such as fuel and port charges are paid by the charterer.
Fleet utilization decreased marginally from 97.3% during 2023 to 96.8% during 2024. ​ Please see pages 7 - 8 for a table that sets forth information about the current employment of the vessels in our fleet. ​ VOYAGE EXPENSES- ​ In time charters and spot market-related time charters, operating costs including crews, maintenance and insurance are typically paid by the owner of the vessel and specified voyage costs such as fuel and port charges are paid by the charterer.
Refer to Note 7 — Debt in the Consolidated Financial Statements for information regarding our credit facilities. ​ INTEREST INCOME- ​ Interest income increased by $1.7 million from $1.0 million during 2022 to $2.7 million during 2023 primarily due to higher interest income earned on our cash and cash equivalents. ​ NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTEREST – ​ During 2023 and 2022, net income attributable to noncontrolling interest was $0.5 million and $0.8 million, respectively, which is associated with the net income attributable to the noncontrolling interest of GSSM, which was formed during September 2021. ​ LIQUIDITY AND CAPITAL RESOURCES ​ Our primary sources of liquidity are cash flow from operations, cash on hand, equity offerings and credit facility borrowings.
Refer to Note 8 — Debt in the Consolidated Financial Statements for information regarding our credit facilities. ​ INTEREST INCOME- ​ Interest income increased by $0.3 million from $2.7 million during 2023 to $3.0 million during 2024 primarily due to higher interest income earned on our cash and cash equivalents. ​ OTHER EXPENSE- ​ Other expense was $0.2 million and $0.4 million during 2024 and 2023, respectively. ​ NET INCOME ATTRIBUTABLE TO NONCONTROLLING INTEREST – ​ During 2024 and 2023, net income attributable to noncontrolling interest was $0.1 million and $0.5 million, respectively, which is associated with the net income attributable to the noncontrolling interest of GSSM. ​ 53 Table of Contents LIQUIDITY AND CAPITAL RESOURCES ​ Our primary sources of liquidity are cash flow from operations, cash on hand, equity offerings and credit facility borrowings.
Refer to Note 2 — Summary of Significant Accounting Policies in our Consolidated Financial Statements for further information regarding the impairment recorded during 2023. ​ Under our 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 credit facility.
Refer to Note 2 — Summary of Significant Accounting Policies in our Consolidated Financial Statements for further information regarding the impairment recorded during the years ended December 31, 2024 and 2023. ​ Under our credit facility, 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 credit facility.
Our fleet currently consists of 45 drybulk vessels, including 18 Capesize drybulk carriers, 15 Ultramax drybulk carriers and twelve Supramax drybulk carriers. ​ As previously announced, we have implemented a fuel efficiency upgrade program for certain of our vessels in an effort to generate fuel savings and increase the future earnings potential for these vessels.
Our fleet currently consists of 42 drybulk vessels, including 16 Capesize drybulk carriers, 15 Ultramax drybulk carriers and eleven Supramax drybulk carriers. ​ 59 Table of Contents As previously announced, we have implemented a fuel efficiency upgrade program for certain of our vessels in an effort to generate fuel savings and increase the future earnings potential for these vessels.
In order to set aside funds for these purposes, the voluntary reserve will be set on a quarterly basis in the discretion of our Board and is anticipated to be based on future quarterly debt repayments and interest expense. ​ On February 21, 2024, our Board declared a quarterly dividend of $0.41 per share.
In order to set aside funds for these purposes, the voluntary reserve will be set on a quarterly basis in the discretion of our Board and is anticipated to be based on future quarterly debt repayments and interest expense. ​ On February 19, 2025, we announced a quarterly dividend of $0.30 per share.
Higher repairs and maintenance expenses during drydocking for vessels which are over 15 years old typically result in a higher number of off-hire days depending on the condition of the vessel. ​ During 2023 and 2022, we incurred a total of $10.9 million and $25.8 million of drydocking costs, respectively, excluding costs incurred during drydocking that were capitalized to vessel assets or vessel equipment. ​ We completed the drydocking of five of our vessels during 2023, one of which began during the fourth quarter of 2022.
Higher repairs and maintenance expenses during drydocking for vessels which are over 15 years old typically result in a higher number of off-hire days depending on the condition of the vessel. ​ During 2024 and 2023, we incurred a total of $20.6 million and $10.9 million of drydocking costs, respectively, excluding costs incurred during drydocking that were capitalized to vessel assets or vessel equipment. ​ We completed the drydocking of ten of our vessels during 2024.
Shipping rates for key drybulk routes increased during 2021 after a decline in 2020 which was principally as a result of the global economic slowdown caused by the COVID-19 pandemic, while another firm year was seen in 2022.
Shipping rates for key drybulk routes increased during 2021 after a decline in 2020 which was principally as a result of the global economic slowdown caused by the COVID-19 pandemic, while another firm year was seen in 2022. Rates in 2023 declined from 2021 and 2022 highs, but were firm from a historical perspective.
The following table demonstrates our calculation of EBITDA and provides a reconciliation of EBITDA to net income attributable to Genco Shipping & Trading Limited for each of the periods presented above: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended ​ December 31, ​ 2023 2022 Net (loss) income attributable to Genco Shipping & Trading Limited ​ $ (12,870) $ 158,576 ​ Net interest expense ​ 6,113 ​ 8,052 ​ Income tax expense ​ — ​ — ​ Depreciation and amortization ​ 66,465 ​ 60,190 ​ ​ ​ ​ ​ ​ ​ ​ ​ EBITDA (1) ​ $ 59,708 $ 226,818 ​ ​ Results of Operations ​ VOYAGE REVENUES- ​ Our revenues are driven primarily by the number of vessels in our fleet, the number of days during which our vessels operate, the type of fixture our vessels are chartered on (spot market voyage charters or fixed rate time charters), and the amount of daily charterhire or freight rates that our vessels earn, that, in turn, are affected by a number of factors, including: ​ ● the duration of our charters; ​ ● our decisions relating to vessel acquisitions and disposals; ​ ​ ● the amount of time that we spend positioning our vessels; ​ ​ ● the amount of time that our vessels spend in drydock undergoing repairs, which is expected to be higher during 2025 due to scheduled drydockings; ​ ​ ● maintenance and upgrade work; ​ ​ ● the age, condition and specifications of our vessels; ​ ​ ● levels of supply and demand in the drybulk shipping industry; and ​ ​ ● other factors affecting spot market charter rates for drybulk carriers. ​ 49 ​ Table of Contents ​ During 2023, voyage revenues decreased by $153.1 million, or 28.5%, to $383.8 million as compared to $536.9 million during 2022.
The following table demonstrates our calculation of EBITDA and provides a reconciliation of EBITDA to net income attributable to Genco Shipping & Trading Limited for each of the periods presented above: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended ​ December 31, ​ 2024 2023 Net income (loss) attributable to Genco Shipping & Trading Limited ​ $ 76,401 $ (12,870) ​ Net interest expense ​ 10,319 ​ 6,113 ​ Income tax expense ​ — ​ — ​ Depreciation and amortization ​ 68,666 ​ 66,465 ​ ​ ​ ​ ​ ​ ​ ​ ​ EBITDA (1) ​ $ 155,386 $ 59,708 ​ ​ Results of Operations ​ VOYAGE REVENUES- ​ Our revenues are driven primarily by the number of vessels in our fleet, the number of days during which our vessels operate, the type of fixture our vessels are chartered on (spot market voyage charters or fixed rate time charters), and the amount of daily charterhire or freight rates that our vessels earn, that, in turn, are affected by a number of factors, including: ​ ● the duration of our charters; ​ ● our decisions relating to vessel acquisitions and disposals; ​ ● the amount of time that we spend positioning our vessels; ​ ● the amount of offhire time that our vessels spend in repositioning for and undergoing drydock repairs, which is expected to be higher during 2025 due to scheduled drydockings; ​ ● maintenance and upgrade work; ​ ● the age, condition and specifications of our vessels; ​ ● levels of supply and demand in the drybulk shipping industry; and ​ ● other factors affecting spot market charter rates for drybulk carriers. ​ During 2024, voyage revenues increased by $39.2 million, or 10.2%, to $423.0 million as compared to $383.8 million during 2023.
The potential impacts of the war in Ukraine, the Israel-Hamas war, and the Houthi conflict in the Red Sea among other potential macroeconomic events, are unpredictable, and the actual amount of our DVOE could be higher or lower than budgeted as a result. ​ CHARTER HIRE EXPENSES- ​ Charter hire expenses decreased by $18.0 million from $27.1 million during 2022 to $9.1 million during 2023.
The potential impacts of various macroeconomic events, including but not limited to the war in Ukraine, the Israel-Hamas war and the Houthi conflict in the Red Sea, are unpredictable, and the actual amount of our DVOE could be higher or lower than budgeted as a result. ​ CHARTER HIRE EXPENSES- ​ Charter hire expenses decreased marginally by $0.1 million from $9.1 million during 2023 to $9.1 million during 2024.
The decrease was primarily due to a decrease in chartered-in days during 2023 as compared to 2022, as well as a decrease in hire rates. ​ GENERAL AND ADMINISTRATIVE EXPENSES- ​ We incur general and administrative expenses which relate to our onshore non-vessel-related activities.
The decrease was primarily due to a decrease in chartered-in days during 2024 as compared to 2023, partially offset by an increase in hire rates. ​ GENERAL AND ADMINISTRATIVE EXPENSES- ​ We incur general and administrative expenses which relate to our onshore non-vessel-related activities.
Based on the sensitivity analysis performed by the Company, the Company would record impairment on its vessels for time charter declines from their most recent ten-year historical one-year time charter averages as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ Percentage Decline from Ten-Year ​ ​ Historical One-Year Time Charter ​ ​ Average at Which Point Impairment ​ ​ Would be Recorded ​ As of As of ​ ​ December 31, ​ December 31, Vessel Class 2023 2022 Capesize (10.5) % (18.0) % Ultramax (1) N/A ​ (9.5) ​ Supramax (2) N/A ​ N/A ​ (1) There were no indicators of impairment for our Ultramax vessels at December 31, 2023, as the respective fair market values of these vessels were higher than their respective carrying values.
Based on the sensitivity analysis performed by the Company, the Company would record impairment on its vessels for time charter declines as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ Percentage Decline ​ ​ at Which Point Impairment ​ ​ Would be Recorded ​ As of As of ​ ​ December 31, ​ December 31, Vessel Class 2024 2023 Capesize (2.8) % (10.5) % Ultramax (1) (0.8) ​ N/A ​ Supramax (1) N/A ​ N/A ​ (1) There were no indicators of impairment for our Supramax vessels at December 31, 2024 and 2023 and our Ultramax vessels as of December 31, 2023, as the respective fair market values of these vessels were higher than their respective carrying values.
Given anticipated capital expenditures related to drydockings and fuel efficiency upgrade costs of $22.3 million and $35.4 million during 2024 and 2025, respectively, as well as any quarterly dividend payments, we anticipate to continue to have significant cash expenditures. Refer to “Capital Expenditures” below for further details.
Given anticipated capital expenditures related to drydockings and fuel efficiency upgrade costs of $50.7 million and $42.2 million during 2025 and 2026, respectively, as well as any quarterly dividend payments, we anticipate to continue to have significant cash expenditures. Refer to “Capital Expenditures” below for further details.
As of December 31, 2023, only eight of our Capesize vessels had indicators of impairment and the estimated future undiscounted cash flows for those Capesize vessels exceeded each of those vessels’ carrying values by a margin of approximately 15% to 30% of the carrying value.
As of December 31, 2024, eight of our Capesize vessels and four of our Ultramax vessels had indicators of impairment and the estimated future undiscounted cash flows for those Capesize vessels exceeded each of those vessels’ carrying values by a margin of approximately 3% to 33% of the carrying value.
As of December 31, 2023, eight of our Capesize vessels had carrying values that exceeded their vessel valuations, which is an indicator of impairment. As of December 31, 2022, 17 of our vessels, including 16 Capesize vessels and one Ultramax vessel, had carrying values that exceeded their vessel valuations, which is an indicator of impairment.
As of December 31, 2024, eight of our Capesize vessels and four of our Ultramax vessels had carrying values that exceeded their vessel valuations, which is an indicator of impairment. As of December 31, 2023, eight of our Capesize vessels had carrying values that exceeded their vessel valuations, which is an indicator of impairment.
At December 31, 2023, the total notional principal amount of the interest rate cap agreements was $50.0 million. ​ Refer to the table in Note 8 — Derivative instruments of our Consolidated Financial Statements which summarizes the interest rate cap agreement in place as of December 31, 2023. ​ As part of our business strategy, we may enter into interest rate swap agreements to manage interest costs and the risk associated with changing interest rates.
At December 31, 2024, the total notional principal amount of the interest rate cap agreements was $0. ​ Refer to the table in Note 9 — Derivative instruments of our Consolidated Financial Statements for further information. ​ As part of our business strategy, we may enter into interest rate swap agreements to manage interest costs and the risk associated with changing interest rates.
This decrease in cash provided by operating activities was primarily due to lower net revenue earned by our minor and major bulk vessels, as well as changes in working capital.
This increase in cash provided by operating activities was primarily due to higher rates earned by our major and minor bulk vessels, as well as changes in working capital.
We obtained valuations for all of the vessels in our fleet pursuant to the terms of the $500 Million Revolver. ​ We compare the carrying value of our vessels with the vessel valuations obtained for covenant compliance purposes to determine whether an indicator of impairment is present (excluding the three vessels held for sale as of December 31, 2023 as noted above).
We obtained valuations for all of the vessels in our fleet pursuant to the terms of the $500 Million Revolver. ​ We compare the carrying value of our vessels with the vessel valuations obtained for covenant compliance purposes to determine whether an indicator of impairment is present.
Refer to Note 16 — Stock-Based Compensation in our Consolidated Financial Statements. General and administrative expenses also include legal and professional fees associated with our credit facilities, which are not capitalizable to deferred financing costs. We also incur general and administrative expenses for our overseas offices located in Singapore and Copenhagen.
Refer to Note 17 — Stock-Based Compensation in our Consolidated Financial Statements. General and administrative expenses also include legal and professional fees associated with our credit facilities, which are not capitalizable to deferred financing costs.
However, based on the analysis of the anticipated undiscounted future net cash flows to be derived from each of these vessels as of December 31, 2023 and 2022, there were no impairment losses recorded for these vessels during 2023 and 2022 (excluding the three vessels held for sale as of December 31, 2023 as noted above). ​ The amount by which the carrying value at December 31, 2023 of eight of our Capesize vessels exceeded the valuation of such vessels for covenant compliance purposes ranged, on an individual vessel basis, from $4.1 million to $8.3 million per vessel, and $47.9 million on an aggregate fleet basis.
However, based on the analysis of the anticipated undiscounted future net cash flows to be derived from each of these vessels as of December 31, 2024 and 2023, there were no impairment losses recorded for these vessels during 2024 and 2023. ​ The amount by which the carrying value at December 31, 2024 of eight of our Capesize vessels and four of our Ultramax vessels exceeded the valuation of such vessels for covenant compliance purposes ranged, on an individual vessel basis, from $0.04 million to $6.9 million per vessel, and $38.7 million on an aggregate fleet basis.
The effective interest rate does not include the effect of any interest rate cap agreements. The interest rate on the debt, excluding unused commitment fees, ranged from 6.43% to 7.58% and 2.26% to 6.54% during 2023 and 2022, respectively. ​ Capital Expenditures ​ We make capital expenditures from time to time in connection with our vessel acquisitions.
The interest rate on the debt, excluding unused commitment fees and any interest rate cap agreements, ranged from 6.24% to 7.24% and 6.43% to 7.58% during 2024 and 2023, respectively. ​ Capital Expenditures ​ We make capital expenditures from time to time in connection with our vessel acquisitions.
Depreciation is based on the cost of the vessel less its estimated residual value. ​ Depreciation and amortization expenses increased by $6.3 million from $60.2 million during 2022 to $66.5 million during 2023.
Depreciation is based on the cost of the vessel less its estimated residual value. ​ 52 Table of Contents Depreciation and amortization expenses increased by $2.2 million from $66.5 million during 2023 to $68.7 million during 2024.
We estimate that ten of our vessels will be drydocked during 2024 and 20 of our vessels will be drydocked during 2025. ​ CRITICAL ACCOUNTING POLICIES AND ESTIMATES ​ The discussion and analysis of our financial condition and results of operations is based upon our Consolidated Financial Statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S.
We estimate that an additional 18 of our vessels will be drydocked during 2025 and eight of our vessels will by drydocked during 2026, excluding seven vessels that have drydocking class deadlines during the first quarter of 2027. ​ CRITICAL ACCOUNTING POLICIES AND ESTIMATES ​ The discussion and analysis of our financial condition and results of operations is based upon our Consolidated Financial Statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S.
Our fleet currently consist of 45 drybulk carriers, including 18 Capesize drybulk carriers, 15 Ultramax drybulk carriers, and twelve Supramax drybulk carriers with an aggregate carrying capacity of approximately 4,828,000 deadweight tons (“dwt”). The average age of our current fleet is approximately 11.7 years.
Our fleet currently consist of 42 drybulk carriers, including 16 Capesize drybulk carriers, 15 Ultramax drybulk carriers, and eleven Supramax drybulk carriers with an aggregate carrying capacity of approximately 4,446,000 deadweight tons (“dwt”). The average age of our current fleet is approximately 12.2 years.
New targets for greenhouse gas emissions reductions as compared to 2008 levels are below which are to be reviewed every five years: ​ ● 2030: 20% reduction while striving for 30% 43 ​ Table of Contents ● 2040: 70% reduction while striving for 80% ● 2050: net zero at or around 2050 ​ These requirements are discussed above under “Item 1 – Environmental and Other Regulations – Greenhouse Gas Regulations.” ​ Vessel Sales and Acquisitions ​ On October 10, 2023 and November 14, 2023, we entered into agreements to acquire two 2016-built 181,000 dwt Capesize vessels, the Genco Ranger and Genco Reliance, respectively.
New targets for greenhouse gas emissions reductions as compared to 2008 levels are below which are to be reviewed every five years: ​ ● 2030: 20% reduction while striving for 30% ● 2040: 70% reduction while striving for 80% ● 2050: net zero at or around 2050 ​ These requirements are discussed above under “Item 1 – Environmental and Other Regulations – Greenhouse Gas Regulations.” ​ Vessel Acquisitions and Sales ​ Acquisitions ​ On October 3, 2024, we entered into an agreement to acquire the Genco Intrepid, a 2016-built, 180,000 dwt Capesize vessel, for a purchase price of $47.5 million.
These decreases were partially offset by a decrease in drydocking costs incurred during 2023 as compared to 2022. ​ Net cash used in investing activities during the years ended December 31, 2023 and 2022 was $91.6 million and $55.0 million, respectively.
These increases were partially offset by an increase in drydocking costs incurred during 2024 as compared to 2023. ​ Net cash provided by (used in) investing activities during the years ended December 31, 2024 and 2023 was $47.8 million and ($91.6) million, respectively.
There were no impairment losses incurred during 2022. During 2023, we recorded an impairment loss for three of our Capesize vessels (the Genco Claudius, the Genco Commodus and the Genco Maximus) which have been classified as held for sale as of December 31, 2023.
During the year ended December 31, 2023 we recorded an impairment loss for three of our Capesize vessels (the Genco Claudius, the Genco Commodus and the Genco Maximus) which were classified as held for sale as of December 31, 2023 and the sale of these vessels were completed during 2024.
Rates in 2023 declined from 2021 and 2022 highs, but were firm from a historical perspective. ​ When indicators of impairment are present and our estimate of future undiscounted cash flows for any vessel is lower than the vessel’s carrying value, the carrying value is written down, by recording a charge to operations, to the vessel’s fair market value if the fair market value is lower than the vessel’s carrying value. ​ We determined that as of December 31, 2023, the future income streams expected to be earned by such vessels over their remaining operating lives and upon disposal on an undiscounted basis would be sufficient to recover their carrying values.
Furthermore, rates during 2024 achieved atypical strength during the first half of the year with rates declining towards the end of the year. ​ When indicators of impairment are present and our estimate of future undiscounted cash flows for any vessel is lower than the vessel’s carrying value, the carrying value is written down, by recording a charge to operations, to the vessel’s fair market value if the fair market value is lower than the vessel’s carrying value. ​ 63 Table of Contents We determined that as of December 31, 2024, the future income streams expected to be earned by such vessels over their remaining operating lives and upon disposal on an undiscounted basis would be sufficient to recover their carrying values.
Refer to Note 7 — Debt in our Consolidated Financial Statements for further details regarding the terms of the $500 Million Revolver, which information is incorporated herein by reference. ​ Interest Rate Swap Agreements, Forward Freight Agreements and Currency Swap Agreements ​ At December 31, 2023, we had one interest rate cap agreement to manage interest costs and the risk associated with changing interest rates.
Refer to Note 8 — Debt in our Consolidated Financial Statements for further details regarding the terms of the $500 Million Revolver, which information is incorporated herein by reference. ​ 58 Table of Contents Interest Rate Swap Agreements, Forward Freight Agreements and Currency Swap Agreements ​ During the first quarter of 2024, our last remaining interest rate cap agreement that we used to manage interest costs and the risk associated with changing interest rates expired.
These decreases were partially offset by a $5.5 million increase in deferred financing costs during 2023 as compared to 2022 related to the $500 Million Revolver that was entered into on November 29, 2023 to amend our $450 Million Credit Facility. ​ Credit Facilities ​ On August 3, 2021, we entered into the $450 Million Credit Facility.
These increases were partially offset by a $5.5 million decrease in deferred financing costs during 2024 as compared to 2023 related to the $500 Million Revolver that was entered into on November 29, 2023 to amend our $450 Million Credit Facility. ​ Credit Facilities ​ On November 29, 2023, we entered into a fourth amendment to amend, extend and upsize our prior $450 Million Credit Facility, implementing the $500 Million Revolver.
As such, these vessels were not subject to impairment testing as of December 31, 2023 and 2022. ​ For our impairment analysis, we utilize the ten-year historical one-year time charter average, as well as considering the current rate environment, to project future charter rates, which we believe appropriately takes into account the volatility and highs and lows of the shipping cycle. ​ Our time charter equivalent (TCE) rates for our fiscal years ended December 31, 2023 and 2022, respectively, were above or (below) the ten-year historical one-year time charter average as of such dates as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ TCE Rates as Compared with Ten- ​ ​ Year Historical One-Year Time ​ ​ Charter Average ​ ​ (as percentage above/(below)) ​ ​ For the Years Ended December 31, Vessel Class 2023 2022 Capesize 21.6 % 37.7 % Ultramax 8.2 % 104.3 % Supramax (6.0) % 98.8 % ​ ​ The projected net operating cash flows are determined by considering the future voyage revenues from existing time charters for the fixed fleet days and an estimated daily time charter equivalent for the unfixed days over the estimated remaining life of the vessel, assumed to be 25 years from the delivery of the vessel from the shipyard, reduced by brokerage and address commissions, expected outflows for vessels’ maintenance and vessel operating expenses (including planned drydocking and special survey expenditures) and required capital expenditures adjusted annually for inflation, assuming fleet utilization of 98%.
We note that the ten-year historical one-year time charter average includes historically low rates from the period from 2015 to 2016 that adversely affect the total average. ​ Our time charter equivalent (TCE) rates for our fiscal years ended December 31, 2024 and 2023, respectively, were above or (below) the ten-year historical one-year time charter average as of such dates as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ TCE Rates as Compared with Ten- ​ ​ Year Historical One-Year Time ​ ​ Charter Average ​ ​ (as percentage above/(below)) ​ ​ For the Years Ended December 31, Vessel Class 2024 2023 Capesize 75.9 % 21.6 % Ultramax 15.8 % 8.2 % Supramax 13.0 % (6.0) % ​ ​ The projected net operating cash flows are determined by considering the future voyage revenues from existing time charters for the fixed fleet days and an estimated daily time charter equivalent for the unfixed days over the estimated remaining life of the vessel, assumed to be 25 years from the delivery of the vessel from the shipyard, reduced by brokerage and address commissions, expected outflows for vessels’ maintenance and vessel operating expenses (including planned drydocking and special survey expenditures) and required capital expenditures adjusted annually for inflation, assuming fleet utilization of 98%.
The future estimated expenditures are included in the table below. 58 ​ Table of Contents ​ In addition to acquisitions that we may undertake in future periods, we will incur additional expenditures due to special surveys and drydockings for our fleet. . ​ We estimate our drydocking costs, including capitalized costs incurred during drydocking related to vessel assets and vessel equipment, ballast water treatment systems (“BWTS”) costs, fuel efficiency upgrades and scheduled off-hire days for our fleet through 2025 to be: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Estimated Drydocking Costs ​ Estimated BWTS Costs Estimated Fuel Efficiency Upgrade Costs ​ Estimated Off-hire Days ​ ​ (U.S. dollars in millions) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 ​ $ 18.1 ​ $ 1.1 ​ $ 3.1 ​ 290 ​ 2025 ​ $ 31.5 ​ $ 1.1 ​ $ 2.8 ​ 640 ​ ​ The costs reflected are estimates based on drydocking our vessels in China.
The future estimated expenditures are included in the table below. ​ In addition to acquisitions that we may undertake in future periods, we will incur additional expenditures due to special surveys and drydockings for our fleet. ​ We estimate our drydocking costs, including capitalized costs incurred during drydocking related to vessel assets and vessel equipment, ballast water treatment systems (“BWTS”) costs, fuel efficiency upgrades and scheduled off-hire days for our fleet through 2026 to be: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Estimated Drydocking Costs ​ Estimated BWTS Costs Estimated Fuel Efficiency Upgrade Costs ​ Estimated Off-hire Days ​ ​ (U.S. dollars in millions) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ $ 42.5 ​ $ 2.2 ​ $ 6.0 ​ 605 ​ 2026 (1) ​ $ 20.5 ​ $ 4.4 ​ $ 1.6 ​ 268 ​ ​ (1) These amounts exclude a total of $15.7 million of estimated drydocking costs and fuel efficiency upgrade costs and 238 estimated offhire days for vessels that have drydocking class deadlines during the first quarter of 2027 and may, therefore, not be drydocked until 2027. ​ The costs reflected are estimates based on drydocking our vessels in China.
Additionally, there was a $74.8 million decrease in the payment of dividends during 2023 as compared to 2022.
Additionally, there was a $26.6 million increase in the payment of dividends during 2024 as compared to 2023.
However, if market conditions were to worsen significantly due to the war in Ukraine, the Houthi conflict in the Red Sea, the Israel-Hamas war, or other causes, then our cash resources may decline to a level that may put at risk our ability to pay dividends per our capital allocation strategy or at all.
However, if market conditions were to worsen significantly due to the war in Ukraine, the Houthi conflict in the Red Sea, the Israel-Hamas war, or other causes, then our cash resources may decline to a level that may put at risk our ability to pay dividends per our capital allocation strategy or at all. ​ Throughout 2022, 2023 and 2024, we made a total of $241.0 million of voluntary debt prepayments, resulting in a reduced cash flow breakeven rate from previous levels.
Interest expense during 2023 and 2022 consisted primarily of interest expense under our credit facilities and amortization of deferred financing costs for those facilities. The decrease was primarily a result of lower outstanding debt and settlement payments received our interest rate cap agreements partially offset by higher interest rates.
Interest expense during 2024 and 2023 consisted primarily of interest expense under our credit facilities and amortization of deferred financing costs for those facilities. The increase was primarily a result of lower settlement payments received under our interest rate cap agreements during 2024 as compared to 2023 as a result of the expiration of these agreements.
Comparatively, the amount by which the carrying value at December 31, 2022 of 16 of our Capesize vessels and one of our Ultramax vessels exceeded the valuation of such vessels for covenant compliances ranged, on an individual vessel basis, from $0.1 million to $11.9 million per vessel, and $130.0 million on an aggregate fleet basis.
Comparatively, the amount by which the carrying value at December 31, 2023 of eight of our Capesize vessels exceeded 61 Table of Contents the valuation of such vessels for covenant compliance purposes ranged, on an individual vessel basis, from $4.1 million to $8.3 million per vessel, and $47.9 million on an aggregate fleet basis.
The TCE for our minor bulk vessels decreased by 49.1% from $24,585 a day during 2022 to $12,512 a day during 2023 primarily a result of lower rates achieved by our Ultramax and Supramax vessels, offset by lower voyage expenses. ​ For 2023 and 2022, we had ownership days of 16,135.2 days and 16,049.9 days, respectively.
The TCE for our minor bulk vessels increased by 14.7% from $12,512 a day during 2023 to $14,351 a day during 2024 primarily a result of higher rates achieved by our Ultramax and Supramax vessels, as well as lower voyage expenses. ​ For 2024 and 2023, we had ownership days of 15,781.6 and 16,135.2 days, respectively.
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. ​ ​ ​ 46 ​ Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Entire Fleet ​ Major Bulk ​ Minor Bulk ​ ​ ​ ​ For the Year Ended ​ For the Year Ended ​ For the Year Ended ​ ​ ​ ​ December 31, ​ December 31, ​ December 31, ​ ​ ​ ​ 2023 2022 ​ 2023 2022 ​ 2023 2022 ​ Voyage revenues (in thousands) ​ $ 383,825 ​ $ 536,934 ​ $ 190,176 ​ $ 191,934 ​ $ 193,649 ​ $ 345,000 ​ ​ Voyage expenses (in thousands) ​ 142,971 ​ 153,889 ​ 77,968 ​ 69,166 ​ 65,003 ​ 84,723 ​ ​ Charter hire expenses (in thousands) ​ ​ 9,135 ​ ​ 27,130 ​ ​ — ​ ​ — ​ ​ 9,135 ​ ​ 27,130 ​ ​ Realized gain on fuel hedges (in thousands) ​ ​ 202 ​ ​ 1,631 ​ ​ — ​ ​ — ​ ​ 202 ​ ​ 1,631 ​ ​ ​ ​ 231,921 ​ 357,546 ​ 112,208 ​ 122,768 ​ 119,713 ​ 234,778 ​ ​ Total available days for owned fleet ​ 15,706 ​ 15,008 ​ 6,138 ​ 5,458 ​ 9,568 ​ 9,550 ​ ​ Total TCE rate ​ $ 14,766 ​ $ 23,824 ​ $ 18,280 ​ $ 22,492 ​ $ 12,512 ​ $ 24,585 ​ ​ ​ (8) Daily vessel operating expenses .
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. ​ ​ 47 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Entire Fleet ​ Major Bulk ​ Minor Bulk ​ ​ ​ ​ For the Year Ended ​ For the Year Ended ​ For the Year Ended ​ ​ ​ ​ December 31, ​ December 31, ​ December 31, ​ ​ ​ ​ 2024 2023 ​ 2024 2023 ​ 2024 2023 ​ Voyage revenues (in thousands) ​ $ 423,016 ​ $ 383,825 ​ $ 224,250 ​ $ 190,176 ​ $ 198,766 ​ $ 193,649 ​ ​ Voyage expenses (in thousands) ​ 126,960 ​ 142,971 ​ 69,763 ​ 77,968 ​ 57,197 ​ 65,003 ​ ​ Charter hire expenses (in thousands) ​ ​ 9,069 ​ ​ 9,135 ​ ​ — ​ ​ — ​ ​ 9,069 ​ ​ 9,135 ​ ​ Realized gain on fuel hedges (in thousands) ​ ​ 78 ​ ​ 202 ​ ​ — ​ ​ — ​ ​ 78 ​ ​ 202 ​ ​ ​ ​ 287,065 ​ 231,921 ​ 154,487 ​ 112,208 ​ 132,578 ​ 119,713 ​ ​ Total available days for owned fleet ​ 15,024 ​ 15,706 ​ 5,786 ​ 6,138 ​ 9,238 ​ 9,568 ​ ​ Total TCE rate ​ $ 19,107 ​ $ 14,766 ​ $ 26,699 ​ $ 18,280 ​ $ 14,351 ​ $ 12,512 ​ ​ ​ (8) Daily vessel operating expenses .
The increase was primarily due to higher nonvested stock amortization expense. ​ TECHNICAL MANAGEMENT FEES- ​ Technical management fees include the direct costs incurred by GSSM for the technical management of the vessels under its management. ​ Technical management fees were $4.0 million and $3.3 million during 2023 and 2022, respectively.
The increase was primarily due to higher compensation related expenses partially offset by lower ordinary legal and professional fees. ​ TECHNICAL MANAGEMENT EXPENSES- ​ Technical management expenses include the direct costs incurred by GSSM for the technical management of the vessels under its management. Technical management fees were $4.6 million and $4.0 million during 2024 and 2023, respectively.
There was also a $1.4 million increase in insurance proceeds for hull and machinery claims for our vessels. ​ Net cash used in financing activities during the years ended December 31, 2023 and 2022 was $17.4 million and $190.7 million, respectively.
These fluctuations were partially offset by a $1.2 million decrease in insurance proceeds for hull and machinery claims for our vessels. ​ Net cash used in financing activities during the years ended December 31, 2024 and 2023 was $177.5 million and $17.4 million, respectively.
There can be no assurance as to how long charter rates and vessel values will remain at their currently low levels or whether they will improve by any significant degree.
There can be no assurance as to how long charter rates and vessel values will remain at their currently low levels or whether they will improve by any significant degree. Charter rates may remain at depressed levels for a prolonged period of time, which could adversely affect our revenue and profitability, and future assessments of vessel impairment. ​
Additionally, during the fourth quarter of 2023, we paid down $9.75 million under the $500 Million Revolver. Going forward, given the nature of our new revolving credit facility, we plan to actively manage our debt balance to reduce interest expense. As of December 31, 2023, there are no mandatory debt repayments until we must repay $200.0 million in 2028.
Going forward, given the nature of our revolving credit facility, we plan to actively manage our debt balance to reduce interest expense and may also opportunistically draw down debt to assist in funding accretive growth opportunities. As of December 31, 2024, there are no mandatory debt repayments until we must repay $90.0 million in 2028.
Such resources include unrestricted cash and cash equivalents of $46.5 million as of December 31, 2023 in addition to the $294.8 million availability under the $500 Million Revolver as of December 31, 2023, which compares to a minimum liquidity requirement under our credit facility of approximately $23 million as of the date of this report, as well as the net proceeds from our agreed upon vessel sales of approximately $55 52 ​ Table of Contents million.
Such resources include unrestricted cash and cash equivalents of $43.7 million as of December 31, 2024 in addition to the $337.3 million availability under the $500 Million Revolver as of December 31, 2024, which compares to a minimum liquidity requirement under our credit facility of approximately $21.0 million as of the date of this report.
The TCE for our major bulk vessels decreased by 18.7% from $22,492 a day during 2022 to $18,280 a day during 2023. This decrease was primarily a result of higher voyage expenses incurred by our Capesize vessels.
The TCE for our major bulk vessels increased by 46.1% from $18,280 a day during 2023 to $26,699 a day during 2024. This increase was primarily a result of higher rates achieved by our Capesize vessels, as well as lower voyage expenses.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

8 edited+0 added−5 removed3 unchanged
Biggest changeAs of December 31, 2023, we held one interest rate cap agreement to manage interest costs and the risk associated with changing interest rates. The total notional amount of the cap at December 31, 2023 is $50.0 million and the cap has a specified rate and duration and will expire during March 2024.
Biggest changeDuring the first quarter of 2024, our last remaining interest rate cap agreement that we used to manage interest costs and the risk associated with changing interest rates expired.
On May 30, 2023, we entered into an amendment to the $450 Million Credit Facility to transition from the use of LIBOR to calculate interest to SOFR effective June 30, 2023, During the years ended December 31, 2023 and 2022, we were subject to the following interest rates on the outstanding debt under our credit facilities (refer to Note 7 — Debt in our Consolidated Financial Statements for effective dates and termination dates for our credit facilities outlined below): ​ ● $450 Million Credit Facility ​ ● One-month or three-month LIBOR plus 2.15% until June 30, 2023.
On May 30, 2023, we entered into an amendment to the $450 Million Credit Facility to transition from the use of LIBOR to calculate interest to SOFR effective June 30, 2023, During the years ended December 31, 2024 and 2023, we were subject to the following interest rates on the outstanding debt under our credit facilities (refer to Note 8 — Debt in our Consolidated Financial Statements for effective dates and termination dates for our credit facilities outlined below): ​ ● $450 Million Credit Facility ​ ● One-month or three-month LIBOR plus 2.15% until June 30, 2023.
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. ​ ​ 65 ​ Table of Contents
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. ​ ​ 66 Table of Contents
Effective June 30, 2023, we transitioned from the use of LIBOR to SOFR Rates. Additionally, on August 3, 2023, the applicable margin was reduced from 2.15% to 2.10% pursuant to the sustainability link term of the facility.
Effective June 30, 2023, we transitioned from the use of LIBOR to SOFR Rates. Additionally, on August 3, 2023, the applicable margin was reduced from 2.15% to 2.10% pursuant to the sustainability link term 65 Table of Contents of the facility.
These rates were applicable until November 29, 2023, when we entered into the $500 Million Revolver. ​ ● $500 Million Revolver ​ ● One-month SOFR plus 1.85% ​ A 1% increase in LIBOR and SOFR would have resulted in an increase of $1.6 million in interest expense for the year ended December 31, 2023. ​ From time to time, the Company may consider derivative financial instruments such as swaps and caps or other means to protect itself against interest rate fluctuations. ​ Derivative financial instruments ​ As part of our business strategy, we may enter into interest rate swap agreements or interest rate cap agreements to manage interest costs and the risk associated with changing interest rates.
These rates were applicable until November 29, 2023, when we entered into the $500 Million Revolver. ​ ● $500 Million Revolver ​ ● One-month SOFR plus 1.85% until August 1, 2024 when the applicable margin was increased from 1.85% to 1.90% pursuant to the sustainability link term of the facility. ​ A 1% increase in SOFR would have resulted in an increase of $1.3 million in interest expense for the year ended December 31, 2024. ​ From time to time, the Company may consider derivative financial instruments such as swaps and caps or other means to protect itself against interest rate fluctuations. ​ Derivative financial instruments ​ As part of our business strategy, we may enter into interest rate swap agreements or interest rate cap agreements to manage interest costs and the risk associated with changing interest rates.
Refer to Note 8 — Derivative Instruments of our Consolidated Financial Statements. 64 ​ Table of Contents The interest rate cap agreement was initially designated and qualified as a cash flow hedge.
During the first quarter of 2024, our last remaining interest rate cap agreement that we used to manage interest costs and the risk associated with changing interest rates expired. Refer to Note 9 — Derivative Instruments of our Consolidated Financial Statements. The interest rate cap agreement was initially designated and qualified as a cash flow hedge.
As the forecasted interest payments hedged are not remote of occurring, the amounts in AOCI as of the date of de-designation will be released over the remaining original hedge period. ​ Refer to the “Interest rate risk” section above for further information regarding interest rate swap agreements. ​ We have entered into bunker swap and forward fuel purchase agreements with the objective of reducing the risk of the effect of changing fuel prices.
The premium paid is recognized in income on a rational basis, and all changes in the value of the caps are deferred in AOCI and are subsequently reclassified into Interest expense in the period when the hedged interest affects earnings. ​ Refer to the “Interest rate risk” section above for further information regarding interest rate swap agreements. ​ We have entered into bunker swap and forward fuel purchase agreements with the objective of reducing the risk of the effect of changing fuel prices.
Refer to Note 8 — Derivative Instruments of our Consolidated Financial Statements. ​ Interest rate cap agreements cap the borrowing rate on our variable debt to provide a hedge against the risk of rising rates. ​ The total asset associated with the cap at December 31, 2023 is $0.6 million which has been classified as a current asset on the consolidated balance sheet.
Refer to Note 9 — Derivative Instruments of our Consolidated Financial Statements. ​ Interest rate cap agreements cap the borrowing rate on our variable debt to provide a hedge against the risk of rising rates. ​ We are subject to market risks relating to changes in SOFR rates because we have significant amounts of floating rate debt outstanding.
Removed
We held one interest rate cap agreement as of December 31, 2023 to manage future interest costs and the risk associated with changing interest rates. The total notional amount of the cap at December 31, 2023 is $50.0 million and the cap has a specified rate and duration and will expire during March 2024.
Removed
As of December 31, 2023, the Company has accumulated other comprehensive income (“AOCI”) of $0.5 million related to the interest rate cap agreement.
Removed
At December 31, 2023, $0.5 million of AOCI is expected to be reclassified into income over the next 12 months associated with interest rate derivatives. ​ We are subject to market risks relating to changes in SOFR rates because we have significant amounts of floating rate debt outstanding.
Removed
The premium paid is recognized in income on a rational basis, and all changes in the value of the caps are deferred in AOCI and are subsequently reclassified into Interest expense in the period when the hedged interest affects earnings. ​ During the second quarter of 2022, based on the total outstanding debt under the $450 Million Credit Facility being below the total notional amount of the interest rate cap agreements, a portion of one of the interest rate cap agreements was dedesignated as a cash flow hedge.
Removed
Subsequent gains and losses resulting from valuation adjustments on the dedesignated portion of the cap are recorded within interest expense.

Other GNK 10-K year-over-year comparisons