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DEBT
 12 Months Ended
Dec. 31, 2021
DEBT  
DEBT

7 - DEBT

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Long-term debt consists of the following:

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​

​

​

​

​

​

​

​

​

​

December 31, 

​

December 31, 

​

​

    

2021

    

2020

 

Principal amount

 

$

246,000

 

$

449,228

​

Less: Unamortized debt financing costs

​

 

(7,771)

​

 

(9,653)

​

Less: Current portion

​

 

—

​

 

(80,642)

​

​

​

​

​

​

​

​

​

Long-term debt, net

 

$

238,229

 

$

358,933

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

December 31, 2021

​

December 31, 2020

​

​

​

​

​

​

Unamortized

​

​

​

​

Unamortized

​

​

​

​

​

​

Debt Issuance

​

​

​

​

Debt Issuance

​

​

    

Principal

    

Cost

    

Principal

    

Cost

 

$450 Million Credit Facility

​

$

246,000

​

$

7,771

​

$

—

​

$

—

​

$495 Million Credit Facility

​

​

—

​

​

—

​

​

334,288

​

​

8,222

​

$133 Million Credit Facility

​

​

—

​

​

—

​

​

114,940

​

​

1,431

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Total debt

​

$

246,000

 

$

7,771

​

$

449,228

 

$

9,653

​

​

As of December 31, 2021 and 2020, $7,771 and $9,653 of deferred financing costs, respectively, were presented as a direct deduction within the outstanding debt balance in the Company’s Consolidated Balance Sheets. Amortization expense for deferred financing costs for the years ended December 31, 2021, 2020 and 2019 was $3,536, $3,903 and

$3,788, respectively. This amortization expense is recorded as a component of Interest expense in the Consolidated Statements of Operations.

​

Effective August 31, 2021, the portion of the unamortized deferred financing costs for the $495 Million Credit Facility and the $133 Million Credit Facility that was identified as a debt modification, rather than an extinguishment of debt, is being amortized over the life of the $450 Million Credit Facility in accordance with ASC 470-50.

​

On November 5, 2019, the Company entered into amendments with its lenders to the dividend covenants of the credit agreements for the $495 Million Credit Facility and the $133 Million Credit Facility.  Under the terms of these two facilities as so amended, dividends or repurchases of our stock were subject to customary conditions.  The Company could pay dividends or repurchase stock under these facilities to the extent its total cash and cash equivalents were greater than $100,000 and 18.75% of our total indebtedness, whichever is higher; if the Company could satisfy this condition, the Company was subject to a limitation of 50% of consolidated net income for the quarter preceding such dividend payment or stock repurchase if the collateral maintenance test ratio is 200% or less for such quarter, for which purpose the full commitment of up to $35,000 of the scrubber tranche under the $495 Million Credit Facility is assumed to be drawn. On August 31, 2021, the $495 Million Credit Facility and the $133 Million Credit Facility were refinanced with the $450 Million Credit Facility as noted below.

​

$450 Million Credit Facility

​

On August 3, 2021, the Company entered into the $450 Million Credit Facility, a five-year senior secured credit facility which is allocated between an up to $150,000 term loan facility and an up to $300,000 revolving credit facility which was used to refinance the Company’s $495 Million Credit Facility and its $133 Million Credit Facility. On August 31, 2021, proceeds of $350,000 under the $450 Million Credit Facility were used, together with cash on hand, to refinance all of the Company’s existing credit facilities (the $495 Million Credit Facility and the $133 Million Credit Facility, as described below) into one facility. $150,000 was drawn down under the term loan facility and $200,000 was drawn down under the revolving credit facility.

​

The key terms associated with the $450 Million Credit Facility are as follows:

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●The final maturity date is August 3, 2026.

​

●Borrowings are subject to a limit of the ratio of the principal amount of debt outstanding to the collateral (“LTV”) of 55%.

​

●There is a non-committed accordion term loan facility whereby additional borrowings of up to $150,000 may be incurred if additional eligible collateral is provided; such additional borrowings are subject to a LTV ratio of 60% for collateral vessels less than five years old or 55% for collateral vessels at least five years old but not older than seven years.

​

●Borrowings bear interest at LIBOR plus a margin of 2.15% to 2.75% based on the Company’s quarterly total net leverage ratio (the ratio of total indebtedness to consolidated EBITDA), which may be increased or decreased by a margin of up to 0.05% based on the Company’s performance regarding emissions targets. Upon cessation of the LIBOR rate, borrowings will bear interest at a rate based on the Secured Overnight Financing Rate (“SOFR”) published by the Federal Reserve Bank of New York plus a spread adjustment, plus the applicable margin referred to above.

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●Scheduled quarterly commitment reductions are $11,720 per quarter followed by a balloon payment of $215,600.

​

●Collateral includes thirty-nine of our current vessels, leaving five vessels, including the vessels delivered during January 2022, unencumbered.

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●Commitment fees are 40% of the applicable margin for unutilized commitments.

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●The Company can sell or dispose of collateral vessels without loan prepayment if a replacement vessel or vessels meeting certain requirements are included as collateral within 360 days.

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●The Company is subject to customary financial covenants, including a collateral maintenance covenant requiring the aggregate appraised value of collateral vessels to be at least 140% of the principal amount of loans outstanding, a minimum liquidity covenant requiring our unrestricted cash and cash equivalents to be the greater of $500 per vessel or 5% of total indebtedness, a minimum working capital covenant requiring consolidated current assets (excluding restricted cash) minus current liabilities (excluding the current portion of debt) to be not less than zero, and a debt to capitalization covenant requiring the ratio of total net indebtedness to total capitalization to be not more than 70%.

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●The Company may declare and pay dividends and other distributions so long as, at the time of declaration, (1) no event of default has occurred and is continuing or would occur as a result of the declaration and (2) the Company is in pro forma compliance with its financial covenants after giving effect to the dividend. Other restrictions in the dividend covenants of the Company’s prior credit facilities were eliminated.

​

As of December 31, 2021, there was $184,810 of availability under the $450 Million Credit Facility. Total debt repayments of $104,000 were made during the year ended December 31, 2021 under the $450 Million Credit Facility. As of December 31, 2021, the total outstanding net debt balance was $238,229.

​

As of December 31, 2021, the Company was in compliance with all of the financial covenants under the $450 Million Credit Facility.

 

The following table sets forth the scheduled repayment of the outstanding principal debt of $246,000 as of December 31, 2021 under the $450 Million Credit Facility:

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​

​

​

​

​

Year Ending December 31, 

    

Total

​

​

​

​

​

​

2025

​

$

2,710

​

2026

​

​

243,290

​

​

​

​

​

​

Total debt

​

$

246,000

​

​

$133 Million Credit Facility

​

On August 14, 2018, the Company entered into a five-year senior secured credit facility (the “$108 Million Credit Facility”) with Crédit Agricole Corporate & Investment Bank (“CACIB”), as Structurer and Bookrunner, CACIB and Skandinaviska Enskilda Banken AB (Publ) as Mandate Lead Arrangers, CACIB as Administrative Agent and as Security Agent, and the other lenders party thereto from time to time. The Company used proceeds from the $108 Million Credit Facility to finance a portion of the purchase price for the six vessels, including four Capesize Vessels and two Ultramax vessels, which were delivered to the Company during the three months ended September 30, 2018. These six vessels also serve as collateral under the $108 Million Credit Facility. The Company drew down a total of $108,000 during the third quarter of 2018, which represented 45% of the appraised value of the six vessels.

​

On June 11, 2020, the Company entered into an amendment and restatement agreement to the $108 Million Credit Facility which provided for a revolving credit facility of up to $25,000 (the “Revolver”) for general corporate and working capital purposes (as so amended, the $133 Million Credit Facility”). On June 15, 2020, the Company drew down $24,000 under the Revolver.

​

The $133 Million Credit Facility provided for the following key terms in relation to the $108,000 tranche:

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●The final maturity date was August 14, 2023.

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●Borrowings bore interest at London Interbank Offered Rate (“LIBOR”) plus 2.50% through September 30, 2019 and LIBOR plus a range of 2.25% to 2.75% thereafter, dependent upon the Company’s ratio of total net indebtedness to the last twelve months EBITDA.

​

●Scheduled amortization payments reflected a repayment profile whereby the facility shall have been repaid to nil when the average vessel aged of the collateral vessels reaches 20 years. Based on this, the required repayments were $1,580 per quarter commencing on December 31, 2018, with a final balloon payment on the maturity date.

​

●Mandatory prepayments were to be applied to remaining amortization payments pro rata, while voluntary prepayments were to be applied to remaining amortization payments in order of maturity.

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The $133 Million Credit Facility provided for the following key terms in relation to the $25,000 Revolver tranche:

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

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

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●Borrowings under the Revolver bore interest at LIBOR plus 3.00%.

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●The Revolver was subject to consecutive quarterly commitment reductions commencing on the last day of the fiscal quarter ending September 30, 2020 in an amount equal to approximately $1.9 million each quarter.

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●Borrowings under the Revolver were subject to a limit of 60% for the ratio of outstanding total term and revolver loans to the aggregate appraised value of collateral vessels under the $133 Million Credit Facility.

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The $133 Million Credit Facility provided for the following key terms:

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●Pursuant to the November 5, 2019 amendment, the Company could pay dividends or repurchase stock to the extent the Company’s total cash and cash equivalents were greater than $100,000 and 18.75% of its total indebtedness, whichever was higher; if the Company could not satisfy this condition, the Company was subject to a limitation of 50% of consolidated net income for the quarter preceding such dividend payment or stock repurchase if the collateral maintenance test ratio was 200% or less for such quarter.

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●Acquisitions and additional indebtedness were allowed subject to compliance with financial covenants (including a collateral maintenance test) and other customary conditions.

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●Key financial covenants were substantially similar to those under the Company’s $495 Million Credit Facility and include:

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●minimum liquidity, with unrestricted cash and cash equivalents to equal or exceed the greater of $30,000 and 7.5% of total indebtedness;

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●minimum working capital, with consolidated current assets (excluding restricted cash) minus consolidated current liabilities (excluding the current portion of long-term indebtedness) to be not less than zero;

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●debt to capitalization, with the ratio of total indebtedness to total capitalization to be not more than 70%; and

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●collateral maintenance, with the aggregate appraised value of collateral vessels to be at least 135% of the principal amount of the loan outstanding under the $133 Million Credit Facility.

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Total debt repayments of $114,940, $9,160 and $6,320 were made during the years ended December 31, 2021, 2020 and 2019, respectively, under the $133 Million Credit Facility.

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On August 31, 2021, the $133 Million Credit Facility was refinanced with the $450 Million Credit Facility; refer to the “$450 Million Credit Facility” section above. As of December 31, 2021 and 2020, the total outstanding net debt balance was $0 and $113,509, respectively.

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$495 Million Credit Facility

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On May 31, 2018, the Company entered into a five-year senior secured credit facility for an aggregate amount of up to $460,000 with Nordea Bank AB (publ), New York Branch (“Nordea”), as Administrative Agent and Security Agency, the various lenders party thereto, and Nordea, Skandinaviska Enskilda Banken AB (publ), ABN AMRO Capital USA LLC, DVB Bank SE, Crédit Agricole Corporate & Investment Bank, and Danish Ship Finance A/S as Bookrunners and Mandated Lead Arrangers. Deutsche Bank AG Filiale Deutschlandgeschäft, and CTBC Bank Co. Ltd. are Co-Arrangers under this facility. On June 5, 2018, proceeds of $460,000 under this facility were used, together with cash on hand, to refinance all of the Company’s prior credit facilities (the $400 Million Credit Facility, $98 Million Credit Facility and 2014 Term Loan Facilities) into one facility, and pay down the debt on seven of the Company’s oldest vessels, which were been identified for sale.

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On February 28, 2019, the Company entered into an Amendment and Restatement Agreement (the “Amendment”) for this credit facility (the “$495 Million Credit Facility”) with Nordea Bank AB (publ), New York Branch  (“Nordea”), as Administrative Agent and Security Agent, the various lenders party thereto, and Nordea, Skandinaviska Enskilda Banken AB (publ), ABN AMRO Capital USA LLC, DVB Bank SE, Crédit Agricole Corporate & Investment Bank, and Danish Ship Finance A/S  as Bookrunners and Mandated Lead Arrangers.  The Amendment provided for an additional tranche up to $35,000 to finance a portion of the acquisitions, installations, and related costs for scrubbers for 17 of the Company’s Capesize vessels.  On August 28, 2019, September 23, 2019 and March 12, 2020, the Company made total drawdowns of $9,300, $12,200 and $11,250, respectively, under the $35 Million tranche of the $495 Million Credit Facility.

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During the year ended December 31, 2021, the Company utilized $18,182 of the proceeds from the sale of the Genco Charger, the Genco Thunder, the Baltic Wind and the Baltic Breeze which was classified as restricted cash as of December 31, 2020 as a loan prepayment under the $495 Million Credit Facility. During the year ended December 31, 2020, the Company utilized $6,045 of the proceeds from the sale of the Genco Raptor which was classified as restricted cash as of December 31, 2019 as a loan prepayment under the $495 Million Credit Facility. During the year ended December 31, 2019, the Company utilized $6,880 of the proceeds from the sale of the Genco Challenger and the Genco Champion which were sold during the fourth quarter of 2019 as a loan prepayment under the $495 Million Credit Facility. Additionally, during the year ended December 31, 2019, the Company utilized $4,947 of the proceeds from the sale of the Genco Cavalier that was classified as restricted cash as of December 31, 2018 as a loan prepayment under the $495 Million Credit Facility.  Under the terms of the $495 Million Credit Facility, the amount received from the proceeds of the sale of a collateralized vessel could be used towards the financing of a replacement vessel or vessels meeting certain requirements and added as collateral under the facility.  However, since a replacement vessel was not added as collateral within the period stipulated in the $495 Million Credit Facility which was revised as noted below, the Company was required to utilize the proceeds as a loan prepayment. 

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

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The $495 Million Credit Facility provided for the following key terms in relation to the $460,000 tranche:

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●The final maturity date was May 31, 2023.

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●Borrowings bore interest at LIBOR plus 3.25% through December 31, 2018 and LIBOR plus a range of 3.00% and 3.50% thereafter, dependent upon the Company’s ratio of total net indebtedness to the last twelve months EBITDA. Original scheduled amortization payments were $15,000 per quarter commencing on December 31, 2018, with a final payment of $190,000 due on the maturity date. As a result of the loan prepayments for the vessel sales as noted above, scheduled amortization payments were recalculated in accordance with the terms of the facility. Scheduled amortization payments were revised to $12,400 which commenced on June 30, 2021, with a final payment of $189,605 due on the maturity date.

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●Scheduled amortization payments could be recalculated upon the Company’s request based on changes in collateral vessels, prepayments of the loan made as a result of a collateral vessel disposition as part of the Company’s fleet renewal program, or voluntary prepayments, subject in each case to a minimum repayment profile under which the loan would be repaid to nil when the average age of the vessels serving as collateral from time to time reaches 17 years.  Mandatory prepayments were applied to remaining amortization payments pro rata, while voluntary prepayments were applied to remaining amortization payments in order of maturity.

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●Acquisitions and additional indebtedness were allowed subject to compliance with financial covenants, a collateral maintenance test, and other customary conditions.

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The $495 Million Credit Facility provided for the following key terms in relation to the $35,000 tranche:

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●The final maturity date was May 31, 2023.

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●Borrowings under the tranche could be incurred pursuant to multiple drawings on or prior to March 30, 2020 in minimum amounts of $5,000 and could be used to finance up to 90% of the scrubber costs noted above.

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●Borrowings under the tranche bore interest at LIBOR plus 2.50% through September 30, 2019 and LIBOR plus a range of 2.25% to 2.75% thereafter, dependent upon the Company’s ratio of total net indebtedness to the last twelve months’ EBITDA.

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●The tranche was subject to equal consecutive quarterly repayments commencing on the last day of the fiscal quarter ending March 31, 2020 in an amount reflecting a repayment profile whereby the loans shall have been repaid after four years calculated from March 31, 2020. Assuming that the full $35,000 is borrowed, each quarterly repayment amount was originally scheduled to be equal to $2,500.  However, as a result of the loan prepayments for the vessel sales as noted above, the availability under the $35,000 tranche was reduced to $34,025.  The Company drew down $32,750 and, as a result of the loan prepayments for the vessel sales as noted above, scheduled quarterly amortization repayments were revised to $2,339 which commenced on March 31, 2020, with a final payment of $1,904 due on the maturity date. On June 7, 2021, the Company repaid the remaining outstanding balance under the $35,000 tranche of $20,013. 

​

The $495 Million Credit Facility provided for the following key terms:

​

●Pursuant to the November 5, 2019 amendment, the Company could pay dividends or repurchase stock to the extent the Company’s total cash and cash equivalents were greater than $100,000 and 18.75% of the Company’s total indebtedness, whichever was higher; if the Company could not satisfy this condition, the Company was subject to a limitation of 50% of consolidated net income for the quarter preceding such dividend payment if the collateral maintenance test ratio was 200% or less for such quarter, with the full commitment of up to $35,000 of the scrubber tranche assumed to be drawn.

​

●Collateral vessels could be sold or disposed of without prepayment of the loan if a replacement vessel or vessels meeting certain requirements were included as collateral within 120 days of such sale or disposition.  On February 13, 2019 and June 5, 2020, the Company entered into amendments with its lenders to extend this period to 180 days and 360 days, respectively. In addition:

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●the Company had to be in compliance with the collateral maintenance test;

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●the replacement vessels had to become collateral for the loan; and either

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●the replacement vessels had to have an equal or greater appraised value than the collateral vessels for which they were substituted, or

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●the ratio of the aggregate appraised value of the collateral vessels (including replacement vessels) to the outstanding loan amount after the collateral disposition (accounting for any prepayments of the loan by the time the replacement vessels become collateral vessels) had to be equal or exceed the aggregate appraised value of the collateral vessels to the outstanding loan before the collateral disposition.

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●Key financial covenants included:

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●minimum liquidity, with unrestricted cash and cash equivalents to equal or exceed the greater of $30,000 and 7.5% of total indebtedness (no restricted cash is required);

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●minimum working capital, with consolidated current assets (excluding restricted cash) minus consolidated current liabilities (excluding the current portion of long-term indebtedness) to be not less than zero;

​

●debt to capitalization, with the ratio of total indebtedness to total capitalization to be not more than 70%; and

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●collateral maintenance, with the aggregate appraised value of collateral vessels to be at least 135% of the principal amount of the loan outstanding under the $495 Million Credit Facility.

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●Collateral included the current vessels in the Company’s fleet other than the seven oldest vessels in the fleet which that had been identified for sale, collateral vessel earnings and insurance, and time charters in excess of 24 months in respect of the collateral vessels.

​

Total debt repayments of $334,288, $72,686 and $70,776 were made during the years ended December 31, 2021, 2020 and 2019, respectively, under the $495 Million Credit Facility.

​

On August 31, 2021, the $495 Million Credit Facility was refinanced with the $450 Million Credit Facility; refer to the “$450 Million Credit Facility” section above. As of December 31, 2021 and 2020, the total outstanding net debt balance was $0 and $326,066, respectively.

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Interest rates

​

The following tables set forth the effective interest rate associated with the interest expense for the Company’s debt facilities noted above, including the costs associated with unused commitment fees, if applicable. The following tables also include the range of interest rates on the debt, excluding the impact of unused commitment fees, if applicable:

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For the Years Ended December 31,

​

2021

​

2020

​

2019

​

Effective Interest Rate

3.22

%  

3.71

%  

5.31

%  

Range of Interest Rates (excluding unused commitment fees)

2.24 % to 3.48

%  

2.65 % to 3.50

%  

4.05 % to 5.76

%  

​

Letter of credit

​

In conjunction with the Company entering into a long-term office space lease (See Note 14 — Leases), the Company was required to provide a letter of credit to the landlord in lieu of a security deposit. As of September 21, 2005, the Company obtained an annually renewable unsecured letter of credit with DnB NOR Bank at a fee of 1% per annum. During September 2015, the Company replaced the unsecured letter of credit with DnB NOR Bank with an unsecured letter of credit with Nordea Bank Finland Plc, New York and Cayman Island Branches (“Nordea”) in the same amount at a fee of 1.375% per annum. The letter of credit outstanding was $300 as of December 31, 2021 and 2020 at a fee of 1.375% per annum. The letter of credit is cancelable on each renewal date provided the landlord is given 30 days' minimum notice. As of December 31, 2021 and 2020, the letter of credit outstanding has been securitized by $315 that was paid by the Company to Nordea during the year ended December 31, 2015. These amounts have been recorded as restricted cash included in total noncurrent assets in the Consolidated Balance Sheets as of December 31, 2021 and 2020.