UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 14, 2023
GENCO SHIPPING & TRADING LIMITED
(Exact name of registrant as specified in its charter)
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Republic of the Marshall Islands
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001-33393
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98-0439758
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(State or other jurisdiction of
incorporation or organization)
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(Commission file number)
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(I.R.S. employer
identification no.)
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299 Park Avenue
12th Floor
New York, NY
(Address of principal executive offices)
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(Zip code)
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Registrant’s telephone number, including area code: (646)
443-8550
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of
the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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Emerging growth company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised
financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of exchange on which registered
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Common stock, par value $0.01 per share
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GNK
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New York Stock Exchange (NYSE)
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| Item 7.01 |
Regulation FD Disclosure.
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On December 14, 2023, Genco Shipping & Trading Limited (“Genco” or the “Company”) provided an update to its estimated time charter equivalent (“TCE”) rate for the
fourth quarter of 2023. On a fleet-wide basis, the Company estimates its TCE rate for the fourth quarter of 2023 to be approximately $17,200 per day for approximately 95% of its owned available days for the quarter. This figure is estimated based
on both period and spot fixtures for the Company’s vessels and is inclusive of scrubber premium. This figure is subject to change based on the closing of our financial results for the quarter, including the timing of voyage revenue and voyage
expense recognition under GAAP reporting standards. The Company also estimates a total of approximately 4,075 owned fleet available days for the fourth quarter of 2023.
Freight rates in the fourth quarter of 2023 have increased meaningfully, particularly since mid-November to date for Capesize vessels, relative to third quarter levels.
With the majority of our fleet trading in the spot market, we have been able to benefit from this rise.
Our estimated TCE rates reflect load-to-discharge voyage accounting in accordance with GAAP, under which revenue for all or a portion of a voyage that
was fixed in a given quarter may be recognized in a subsequent quarter. As a result, some revenue from certain fixtures we entered into in the fourth quarter, including certain Brazil to China voyages with long ballast periods, will be recognized in
the first quarter of 2024.
TCE is a non-GAAP measure presented to provide investors with a means of better evaluating and understanding the Company’s operating performance. We define TCE rates as
our voyage revenues less voyage expenses, charter hire expenses, and realized gain or losses on fuel hedges, divided by the number of the available days of our owned fleet during the period. 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. Our estimated TCE for the fourth quarter of 2023 is based on fixtures booked to date. Actual results may vary based on the actual duration of
voyages and other factors. Accordingly, we are unable to provide, without unreasonable efforts, a reconciliation of estimated TCE for the fourth quarter to the most comparable financial measures presented in accordance with GAAP. From time to time,
we may provide estimates of our TCE rate for a given quarter. Our vessel fixtures, owned available days, and TCE rate may all vary from those of prior estimates. We do not undertake any obligation to update, revise, or continue to provide such
estimates.
Regarding the previously announced sale of the Genco Commodus, we expect to record a non-cash charge of approximately $3 million during the fourth quarter of 2023
relating to this sale.
The information set forth under this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Act of 1934, as amended, nor shall such
information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995
This release contains forward-looking statements made pursuant to the safe harbor provisions of the
Private Securities Litigation Reform Act of 1995. Such forward-looking statements use words such as “anticipate,” “budget,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” and other words
and terms of similar meaning in connection with a discussion of potential future events, circumstances or future operating or financial performance. These forward-looking statements are based on our management’s current expectations and
observations. Included among the factors that, in our view, could cause actual results to differ materially from the forward looking statements contained in this release are the following: (i) declines or sustained weakness in demand in the
drybulk shipping industry; (ii) weakness or declines in drybulk shipping rates; (iii) changes in the supply of or demand for drybulk products, generally or in particular regions; (iv) changes in the supply of drybulk carriers including newbuilding
of vessels or lower than anticipated scrapping of older vessels; (v) increases in costs and expenses including but not limited to: crew wages, insurance, provisions, lube oil, bunkers, repairs, maintenance, general and administrative expenses, and
management fee expenses; (vi) changes in general domestic and international political conditions; (vii) acts of war, terrorism, or piracy, including without limitation the ongoing war in Ukraine; (viii) changes in the condition of the Company’s
vessels or applicable maintenance or regulatory standards (which may affect, among other things, our anticipated drydocking or maintenance and repair costs) and unanticipated drydock expenditures; (ix) the completion of definitive documentation
with respect to charters; (x) charterers’ compliance with the terms of their charters in the current market environment; (xi) the extent to which our operating results are affected by weakness in market conditions and freight and charter rates;
(xii) our ability to maintain contracts that are critical to our operation, to obtain and maintain acceptable terms with our vendors, customers and service providers and to retain key executives, managers and employees; (xiii) the relative cost and
availability of low sulfur and high sulfur fuel, worldwide compliance with sulfur emissions regulations that took effect on January 1, 2020 and our ability to realize the economic benefits or recover the cost of the scrubbers we have installed;
(xiv) the duration and impact of the COVID-19 novel coronavirus epidemic, which may negatively affect general global and regional economic conditions, our ability to charter our vessels at all and the rates at which are able to do so; our ability
to call on or depart from ports on a timely basis or at all; our ability to crew, maintain, and repair our vessels, including without limitation the impact diversion of our vessels to perform crew rotations may have on our revenues, expenses, and
ability to consummate vessel sales, expense and disruption to our operations that may arise from the inability to rotate crews on schedule, and delay and added expense we may incur in rotating crews in the current environment; and other factors
relevant to our business described from time to time in our filings with the Securities and Exchange Commission; and (xv) other factors listed from time to time in our filings with the Securities and Exchange Commission, including, without
limitation, our Annual Report on Form 10-K for the year ended December 31, 2022 and subsequent reports on Form 8-K and Form 10-Q). We do not undertake any obligation to update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, Genco Shipping & Trading Limited has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
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GENCO SHIPPING & TRADING LIMITED
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DATE: December 14, 2023
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/s/ Peter Allen
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Peter Allen
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Chief Financial Officer
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