GENCO SHIPPING & TRADING LTD MANAGEMENT REPORT OF FINANCIAL POSITION AND RESULTS OF OPERATIONS (Form 10-Q)

0

“Safe Harbor” Statement under the Private Securities Litigation Reform Act of 1995

This report contains forward-looking statements made pursuant to the safe harbor
provisions of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements use words such as "anticipate," "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 report 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) changes in rules and regulations applicable to the cargo
industry, including, without limitation, legislation adopted by international
organizations or by individual countries and actions taken by regulatory
authorities; (vi) increases in costs and expenses including but not limited to:
crew wages, insurance, provisions, lube oil, bunkers, repairs, maintenance,
general and administrative expenses, and management fee expenses; (vii) whether
our insurance arrangements are adequate; (viii) changes in general domestic and
international political conditions; (ix) acts of war, terrorism, or piracy,
including without limitation the ongoing war in Ukraine; (x) 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; (xi) the
Company's acquisition or disposition of vessels; (xii) the amount of offhire
time needed to complete maintenance, repairs, and installation of equipment to
comply with applicable regulations on vessels and the timing and amount of any
reimbursement by our insurance carriers for insurance claims, including offhire
days; (xiii) the completion of definitive documentation with respect to
charters; (xiv) charterers' compliance with the terms of their charters in the
current market environment; (xv) the extent to which our operating results are
affected by weakness in market conditions and freight and charter rates;
(xvi) 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; (xvii)
completion of documentation for vessel transactions and the performance of the
terms thereof by buyers or sellers of vessels and us; (xviii) 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; (xix) our financial results for the year ending December 31, 2022 and
other factors relating to determination of the tax treatment of dividends we
have declared; (xx) the financial results we achieve for each quarter that apply
to the formula under our new dividend policy, including without limitation the
actual amounts earned by our vessels and the amounts of various expenses we
incur, as a significant decrease in such earnings or a significant increase in
such expenses may affect our ability to carry out our new value strategy; (xxi)
the exercise of the discretion of our Board regarding the declaration of
dividends, including without limitation the amount that our Board determines to
set aside for reserves under our dividend policy; (xxii) 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; our
ability to staff and maintain our headquarters and administrative operations;
sources of cash and liquidity; our ability to sell vessels in the secondary
market, including without limitation the compliance of purchasers and us with
the terms of vessel sale contracts, and the prices at which vessels are sold;
and other factors relevant to our business described from time to time in our
filings with the Securities and Exchange Commission; and (xxiii) 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, 2021 and subsequent reports on Form 8-K and
Form 10-Q. Our ability to pay dividends in any period will depend upon various
factors, including the limitations under any credit agreements to which we may
be a party, applicable provisions of Marshall Islands law and the final
determination by the Board of Directors each quarter after its review of our
financial performance, market developments, and the best interests of the

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Company and its shareholders. The timing and amount of dividends, if any, could
also be affected by factors affecting cash flows, results of operations,
required capital expenditures, or reserves. As a result, the amount of dividends
actually paid may vary. We do not undertake any obligation to update or revise
any forward-looking statements, whether as a result of new information, future
events or otherwise.

The following MD&A should be read in conjunction with our historical consolidated financial statements and related notes included in this Form 10-Q.

General

We are a New York City-based company incorporated in the Marshall Islands 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. Our fleet currently consists of 44 drybulk vessels, including 17
Capesize drybulk carriers, 15 Ultramax drybulk carriers and twelve Supramax
drybulk carriers, with an aggregate carrying capacity of approximately 4,636,000
deadweight tons ("dwt") and an average age of approximately 10.2 years. 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 charterers.

See pages 34 – 35 for a chart of our current fleet.

Genco's approach towards fleet composition is to own a high-quality fleet of
vessels that focuses primarily on Capesize, Ultramax and Supramax vessels.
Capesize vessels represent our major bulk vessel category and the other vessel
classes, including Ultramax, Supramax and Handysize vessels, represent our minor
bulk vessel category. On February 24, 2021, we disposed of the last Handysize
vessel in our fleet. Our major bulk vessels are primarily used to transport iron
ore and coal, while our minor bulk vessels are primarily used to transport
grains, steel products and other drybulk cargoes such as cement, scrap,
fertilizer, bauxite, nickel ore, salt and sugar. 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.
Overall, we utilize a portfolio approach to revenue generation through a
combination of short-term, spot market employment as well as opportunistically
booking longer term coverage. Our fleet deployment strategy is currently
weighted towards short-term fixtures, which provides us with optionality on our
sizeable fleet. However, depending on market conditions, we may seek to enter
into additional longer term time charter contracts or contracts of
affreightment. In addition to both short and long-term time charters, we fix our
vessels on spot market voyage charters as well as spot market-related time
charters depending on market conditions and management's outlook. Furthermore,
we have also transported containers on select vessels on an opportunistic basis.
We will continue to explore the possibility of transporting containers on board
select vessels from time to time, which could provide additional flexibility for
vessel fixture options, primarily for backhaul trades.

Drawing on one of the strongest balance sheets in the drybulk industry, in April
2021 we announced a new comprehensive value strategy. This strategy is centered
on three key pillars: compelling dividends, financial deleveraging and growth.
During 2021, we executed this strategy by paying down $203 million of debt while
expanding our core Ultramax fleet. Additionally, during 2022 to date, we have
paid down an additional $49 million of debt. These actions have enabled us to
further reduce our cash flow breakeven rate positioning us to pay sizeable
quarterly dividends across diverse market environments. To support this
strategy, we entered into an agreement for a new $450 Million Credit Facility
under which we have used to globally refinance our prior credit facilities,
thereby increasing flexibility, improving key terms and lowering our cash flow
breakeven rates. Within this facility is a significant revolving credit facility
that we can utilize. The first quarterly dividend under Genco's value strategy
was paid during the first quarter of 2022 based on the financial results from
the fourth quarter of 2021.

In implementing this strategy, we will focus on the following specific priorities for the remainder of 2022:

? Pay attractive dividends to shareholders

? Continue to repay debt through voluntary prepayments from a combination of

cash flow generation and cash on our balance sheet; and

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? Expand the fleet opportunistically on a low-debt basis

COVID-19[feminine]

In March 2020, the World Health Organization (the "WHO") declared the outbreak
of a novel coronavirus strain, or COVID-19, to be a pandemic. The COVID-19
pandemic is having widespread, rapidly evolving, and unpredictable impacts on
global society, economies, financial markets, and business practices. Over the
course of the pandemic, governments have implemented measures in an effort to
contain the virus, including social distancing, travel restrictions, border
closures, limitations on public gatherings, working from home, supply chain
logistical changes, and closure of non-essential businesses. This led to a
significant slowdown in overall economic activity levels globally and a decline
in demand for certain of the raw materials that our vessels transport.

Drybulk shipping rates, and therefore our voyage revenues, depend to a
significant degree on global economic activity levels and specifically, economic
activity in China. As the world's second largest economy, China is the largest
importer of drybulk commodities globally, which drives demand for iron ore, coal
and other cargoes we carry. In 2022 to date, various regions in China have
experienced another wave of COVID-19 outbreaks for which the government chose to
reinstate lockdown measures as part of the country's "zero tolerance" policy.
This has resulted in a reduction in demand for steel products and other
commodities we carry, as well as continued disruptions throughout the supply
chain. China has set a 2022 GDP growth forecast of around 5.5%. During the first
quarter of 2022, China's GDP growth came in under this level at 4.8% in part due
to the impact of these government measures.

Although rebounding economies around the world have had a positive impact on our
revenues, our vessel operating expenses continued to be affected by higher than
anticipated costs related to COVID-19 disruptions. The impact of COVID-19 on
both our revenues and operating expenses remains highly dependent on the
trajectory of COVID-19, potential variants, as well as vaccine distribution and
efficacy, which remains uncertain.

While China-led global economic activity levels have improved, the outlook for
China and the rest of the world remains uncertain and is highly dependent on the
path of COVID-19 and measures taken by governments around the world in response
to it. In 2021, spot rates for Capesize and Supramax vessels reached levels not
seen since 2010, and these firm levels, particularly for Supramax vessels,
continued into Q1 2022 despite various seasonal factors. While vaccinations are
rising in developed countries, developing countries vaccination rates have
lagged. Global vaccination rates, vaccine effectiveness together with the onset
of variants, could impact the sustainability of this recovery in addition to
drybulk specific seasonality described in further detail below. Moreover,
various regions in China have experienced another wave of COVID-19 outbreaks for
which the government chose to reinstate lockdown measures as part of the
country's "zero tolerance" policy.

As our vessels trade commodities globally, we have taken measures to safeguard
our crew and work toward preventing the spread of COVID-19. Crew members have
received gloves, face masks, hand sanitizer, goggles and handheld thermometers.
Genco requires its vessel crews to wear masks when in contact with other
individuals who board the vessel. We continue to monitor the Centers for Disease
Control and Prevention (the "CDC") and the WHO guidelines and are also limiting
access of shore personnel boarding our vessels. Specifically, no shore personnel
with fever or respiratory symptoms are allowed on board, and those that are
allowed on board are restricted to designated areas that are thoroughly cleaned
after their use. Face masks are also provided to shore personnel prior to
boarding a vessel. Precautionary materials are posted in common areas to
supplement safety training while personal hygiene best practices are strongly
encouraged on board.

We have implemented protocols with regard to crew rotations to keep our crew
members safe and healthy which includes polymerase chain reaction (PCR) antibody
testing as well as a 10-day quarantine period prior to boarding a vessel. Genco
is enacting crew changes where permitted by regulations of the ports and of the
country of origin of the mariners, in addition to strict protocols that
safeguard our crews against COVID-19 exposure. Crew rotations have been
challenging due to port and travel restrictions globally, as well as promoting
the health and safety of both on and off signing crew members.

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The COVID-19 pandemic and measures to contain its spread thus have negatively
impacted and could continue to impact regional and global economies and trade
patterns in markets in which we operate, the way we operate our business, and
the businesses of our charterers and suppliers. These impacts may continue or
become more severe. Although we have successfully completed many crew changes
over the course of the pandemic to date, additional crew changes could remain
challenging due to COVID-19 related factors. The extent to which the COVID-19
pandemic impacts our business going forward will depend on numerous evolving
factors we cannot reliably predict, including the duration and scope of the
pandemic; governmental, business, and individuals' actions in response to the
pandemic; and the impact on economic activity, including the possibility of
recession or financial market instability.

IMO 2020 Compliance

On October 27, 2016, the Marine Environment Protection Committee ("MEPC") of the
International Maritime Organization ("IMO") announced the ratification of
regulations mandating reduction in sulfur emissions from 3.5% currently to 0.5%
as of the beginning of 2020 rather than pushing the deadline back to 2025.
Accordingly, ships now have to reduce sulfur emissions, for which the principal
solutions are the use of exhaust gas cleaning systems ("scrubbers") or buying
fuel with low sulfur content. If a vessel is not retrofitted with a scrubber, it
will need to use low sulfur fuel, which is currently more expensive than
standard marine fuel containing 3.5% sulfur content.  Following an increase in
fuel prices during 2021 coming off of 2020 lows, there was a further increase in
fuel prices during the first quarter of 2022 due to oil supply disruptions as a
result of the war in Ukraine.

We have installed scrubbers on our 17 Capesize vessels and the remainder of our
fleet is consuming compliant, low sulfur fuel, although we intend to continue to
evaluate other options.

Ship sales and Acquisitions

On May 18, 2021, we entered into agreements to acquire two 2022-built 61,000 dwt
newbuilding Ultramax vessels from Dalian Cosco KHI Ship Engineering Co. Ltd. for
a purchase price of $29.2 million each, which were renamed the Genco Mary and
the Genco Laddey. The vessels were delivered on January 6, 2022 and we used cash
on hand to finance the purchase.

During 2021, we completed the purchase of six Ultramax vessels, two of which
were acquired as part of an agreement to exchange six of our older Handysize
vessels for three Ultramax vessels.

Additionally, during 2021, we completed the sale of five Supramax vessels and
six Handysize vessels, which includes five of the Handysize vessels as described
in the exchange agreement above.

We will continue to look for opportunities to renew our fleet in the future.

Our operations

We report financial information and evaluate our operations by charter revenues
and not by the length of ship employment for our customers, i.e., spot or time
charters.  Each of our vessels serves the same type of customer, has similar
operations and maintenance requirements, operates in the same regulatory
environment, and is subject to similar economic characteristics. Based on this,
we have determined that we operate in one reportable segment in which we are
engaged in the ocean transportation of drybulk cargoes worldwide through the
ownership and operation of drybulk carrier vessels.

Our management team and our other employees are responsible for the commercial
and strategic management of our fleet. Commercial management includes the
negotiation of charters for vessels, managing the mix of various types of
charters, such as time charters, spot market voyage charters and spot
market-related time charters, and monitoring the performance of our vessels
under their charters. Strategic management includes locating, purchasing,
financing and selling vessels. 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

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previous technical managers. GSSM currently provides the technical management to
all 44 vessels in our fleet. GSSM aims to provide a unique and differentiated
service to the management of our vessels. We expect this joint venture to
increase visibility and control over our vessel operations, augment fleet-wide
fuel efficiency to lower our carbon footprint through an advanced data platform
and potentially provide vessel operating expense savings over time. Members of
our New York City-based management team oversee the activities of GSSM.

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Factors Affecting Our Results of Operations

We believe that the following table reflects important measures for analyzing
trends in our results of operations. The table reflects our ownership days,
chartered-in days, available days, operating days, fleet utilization, TCE rates
and daily vessel operating expenses for the three months ended March 31, 2022
and 2021 on a consolidated basis.

                                                     For the Three Months Ended
                                                             March 31,                  Increase
                                                          2022             2021        (Decrease)     % Change
Fleet Data:
Ownership days (1)
Capesize                                                      1,530.0      1,530.0               -           - %
Ultramax                                                      1,339.9        731.8           608.1        83.1 %
Supramax                                                      1,080.0      1,407.7         (327.7)      (23.3) %
Handysize                                                           -        227.5         (227.5)     (100.0) %

Total                                                         3,949.9      3,897.0            52.9         1.4 %

Chartered-in days (2)
Capesize                                                            -            -               -           - %
Ultramax                                                        190.3        232.5          (42.2)      (18.2) %
Supramax                                                        120.7        108.3            12.4        11.4 %
Handysize                                                           -            -               -           - %

Total                                                           311.0        340.8          (29.8)       (8.7) %

Available days (owned & chartered-in fleet) (3)
Capesize                                                      1,502.0      1,505.6           (3.6)       (0.2) %
Ultramax                                                      1,452.0        955.6           496.4        51.9 %
Supramax                                                      1,123.8      1,512.2         (388.4)      (25.7) %
Handysize                                                           -        227.5         (227.5)     (100.0) %

Total                                                         4,077.8      4,200.9         (123.1)       (2.9) %

Available days (owned fleet) (4)
Capesize                                                      1,502.0      1,505.6           (3.6)       (0.2) %
Ultramax                                                      1,261.7        723.1           538.6        74.5 %
Supramax                                                      1,003.1      1,403.9         (400.8)      (28.5) %
Handysize                                                           -        227.5         (227.5)     (100.0) %

Total                                                         3,766.8      3,860.1          (93.3)       (2.4) %

Operating days (5)
Capesize                                                      1,458.3      1,499.1          (40.8)       (2.7) %
Ultramax                                                      1,433.8        950.0           483.8        50.9 %
Supramax                                                      1,071.6      1,482.0         (410.4)      (27.7) %
Handysize                                                           -        191.3         (191.3)     (100.0) %

Total                                                         3,963.7      4,122.4         (158.7)       (3.8) %

Fleet utilization (6)
Capesize                                                         96.5 %       99.6 %         (3.1) %     (3.1) %
Ultramax                                                         95.0 %       98.5 %         (3.5) %     (3.6) %
Supramax                                                         90.8 %       97.8 %         (7.0) %     (7.2) %
Handysize                                                           - %       84.1 %        (84.1) %   (100.0) %

Fleet average                                                    94.4 %       97.8 %         (3.4) %     (3.5) %


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                                                     For the Three Months Ended
                                                             March 31,                  Increase
                                                      2022               2021          (Decrease)     % Change
Average Daily Results:
Time Charter Equivalent (7)
Capesize                                          $      24,627      $      13,595    $     11,032        81.1 %
Ultramax                                                 25,449             10,582          14,867       140.5 %
Supramax                                                 21,577             12,292           9,285        75.5 %
Handysize                                                     -              7,912         (7,912)     (100.0) %

Fleet average                                            24,093             12,197          11,896        97.5 %
Major bulk vessels                                       24,627             13,595          11,032        81.1 %
Minor bulk vessels                                       23,739             11,303          12,436       110.0 %

Daily vessel operating expenses (8)
Capesize                                          $       6,616      $       5,208    $      1,408        27.0 %
Ultramax                                                  6,115              4,972           1,143        23.0 %
Supramax                                                  8,028              4,484           3,544        79.0 %
Handysize                                                     -              4,931         (4,931)     (100.0) %

Fleet average                                             6,839              4,887           1,952        39.9 %


Definitions

In order to understand our analysis of our results of operations, it is important to understand the meaning of the following terms used in our analysis and the factors that affect our results of operations.

(1) Ownership days. We define ownership days as the aggregate number of days in
a period during which each vessel in our fleet has been owned by us. Ownership
days are an indicator of the size of our fleet over a period and affect both the
amount of revenues and the amount of expenses that we record during a period.

(2) Charter days. We define charter days as the total number of days in a period in which we have chartered third party vessels.

(3) Available days (owned and chartered-in fleet). We define available days as
the number of our ownership days and chartered-in days less the aggregate number
of days that our vessels are off-hire due to familiarization upon acquisition,
repairs or repairs under guarantee, vessel upgrades or special surveys.
Companies in the shipping industry generally use available days to measure the
number of days in a period during which vessels should be capable of generating
revenues.

(4) Days available (owned fleet). We define available days for the owned fleet as available days minus charter days.

(5) Operating days. We define operating days as the number of our total
available days in a period less the aggregate number of days that our vessels
are off-hire due to unforeseen circumstances. The shipping industry uses
operating days to measure the aggregate number of days in a period during which
vessels actually generate revenues.

(6) Use of the Fleet. We calculate fleet utilization as the number of our operating days in a period divided by the number of days owned plus charter days minus dry dock days.

(7) TCE rates. We define TCE rates as our voyage revenues less voyage expenses,
charter-hire expenses and realized gains 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

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voyage charters are generally not expressed in daily amounts, while charter rates for time charter vessels are generally expressed in such amounts.

                                            Entire Fleet                         Major Bulk                         Minor Bulk
                                     For the Three Months Ended          For the Three Months Ended         For the Three Months Ended
                                             March 31,                           March 31,                          March 31,
                                       2022               2021            2022               2021            2022               2021

Travel revenue (thousands) $136,227 $87,591 $

54,359 $37,657 $81,868 $49,934
Travel costs (in thousands)

            38,464             35,074          17,369             17,187          21,095             17,887
Charter hire expenses (in
thousands)                                 7,638              5,435               -                  -           7,638              5,435
Realized gain on fuel hedges
(in thousands)                               629                  -               -                  -             629                  -
                                          90,754             47,082          36,990             20,470          53,764             26,612
Total available days for owned
fleet                                      3,767              3,860           1,502              1,506           2,265              2,355
Total TCE rate                    $       24,093      $      12,197   $      24,627      $      13,595   $      23,739      $      11,303


(8) Daily vessel operating expenses.  We define daily vessel operating expenses
to include crew wages and related costs, the cost of insurance expenses relating
to repairs and maintenance (excluding drydocking), the costs of spares and
consumable stores, tonnage taxes and other miscellaneous expenses. Daily vessel
operating expenses are calculated by dividing vessel operating expenses by
ownership days for the relevant period.

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Operating Data

The following table represents operating data for the three months ended
March 31, 2022 and 2021 on a consolidated basis.

                                                    For the Three Months Ended
                                                            March 31,
                                                     2022                  2021             Change      % Change

                                                  (U.S. dollars in thousands, except for per share amounts)
Revenue:
Voyage revenues                               $          136,227     $         87,591     $   48,636        55.5 %

Total revenues                                           136,227               87,591         48,636        55.5 %

Operating Expenses:
Voyage expenses                                           38,464               35,074          3,390         9.7 %
Vessel operating expenses                                 27,013               19,046          7,967        41.8 %
Charter hire expenses                                      7,638                5,435          2,203        40.5 %
General and administrative expenses
(inclusive of nonvested stock amortization
expense of $690 and $522, respectively)                    6,043                6,102           (59)       (1.0) %
Technical management fees                                    917                1,464          (547)      (37.4) %
Depreciation and amortization                             14,059           
   13,441            618         4.6 %
Loss on sale of vessels                                        -                  720          (720)     (100.0) %

Total operating expenses                                  94,134               81,282         12,852        15.8 %

Operating income                                          42,093                6,309         35,784       567.2 %
Other expense, net                                         (228)              (4,324)          4,096      (94.7) %

Net income                                      $         41,865      $         1,985      $  39,880     2,009.1 %
Less: Net income attributable to
noncontrolling interest                                      176                    -            176       100.0 %
Net income attributable to Genco Shipping
& Trading Limited                             $           41,689     $     

1,985 $39,704 2,000.2%

Net earnings per share - basic                $             0.99     $           0.05     $     0.94     1,880.0 %
Net earnings per share - diluted              $             0.97     $           0.05     $     0.92     1,840.0 %
Weighted average common shares outstanding
- basic                                               42,166,106           41,973,782        192,324         0.5 %
Weighted average common shares outstanding
- diluted                                             42,867,349           42,276,380        590,969         1.4 %

EBITDA (1)                                    $           57,973     $         19,896     $   38,077       191.4 %


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EBITDA represents the net profit attributable to Genco Shipping & Trading Limited

plus net interest expense, taxes, and depreciation and amortization. EBITDA is

included because it is used by management and some investors as a measure

operating performance. EBITDA is used by shipping industry analysts

as a common performance measure to compare results between peers. Our

management uses EBITDA as a performance measure in its

financial statements, and is presented for review at our board meetings.

We believe EBITDA is useful to investors because the shipping industry is

capital-intensive, often leading to significant depreciation and cost of (1) financing. EBITDA presents investors with a measure in addition to net income

to assess our performance before these costs. EBITDA is not an element

recognized by WE GAAP (i.e. a non-GAAP measure) and should not be considered

as an alternative to net income, operating income or any other indicator of a

the operational performance of the company required by WE GAAP. EBITDA is not a

measure of liquidity or cash flow as disclosed in our condensed consolidated financial statements

Cash flow statements. The definition of EBITDA used here may not be

comparable to that used by other companies. The following table shows

our EBITDA calculation and provides a reconciliation of EBITDA to net income

    income attributable to Genco Shipping & Trading Limited for each of the
    periods presented above:


                                                                  For the Three Months Ended
                                                                          March 31,
                                                                   2022               2021
Net income attributable to Genco Shipping & Trading Limited    $      41,689      $       1,985
Net interest expense                                                   2,225              4,470
Income tax expense                                                         -                  -
Depreciation and amortization                                         14,059             13,441

EBITDA (1)                                                     $      57,973      $      19,896


Results of Operations

The following tables present information on the current employment of the vessels in our fleet at May 3, 2022:

                     Year        Charter
     Vessel          Built    Expiration(1)     Cash Daily Rate(2)

Capesize Vessels
Genco Augustus       2007       April 2022            Voyage
Genco Tiberius       2007       April 2022            Voyage
Genco London         2007        May 2022             Voyage
Genco Titus          2007       March 2022            Voyage
Genco Constantine    2008        May 2022             Voyage
Genco Hadrian        2008        May 2022             Voyage
Genco Commodus       2009        May 2022            $19,000
Genco Maximus        2009     September 2023         $27,500
Genco Claudius       2010      January 2023         94% of BCI
Genco Tiger          2011       April 2022            Voyage
Baltic Lion          2012       March 2022            Voyage
Baltic Bear          2010        May 2022             Voyage
Baltic Wolf          2010       June 2023            $30,250
Genco Resolute       2015      January 2023        121% of BCI
Genco Endeavour      2015        May 2022             Voyage
Genco Defender       2016     February 2023        121% of BCI
Genco Liberty        2016        May 2022            $28,000

Ultramax Vessels
Baltic Hornet        2014       April 2023           $24,000
Baltic Wasp          2015       June 2023            $25,500
Baltic Scorpion      2015       March 2023           $30,500


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                       Year        Charter
      Vessel           Built    Expiration(1)     Cash Daily Rate(2)

Baltic Mantis          2015       June 2022             Voyage
Genco Weatherly        2014        May 2022             Voyage
Genco Columbia         2016        May 2022             Voyage
Genco Magic            2014        May 2022            $20,000
Genco Vigilant         2015     September 2022         $17,750
Genco Freedom          2015       March 2023           $23,375
Genco Enterprise       2016        May 2022            $47,500
Genco Constellation    2017       June 2022             Voyage
Genco Madeleine        2014        May 2022            $27,750
Genco Mayflower        2017        May 2022            $32,500
Genco Mary             2022     November 2022          $31,500
Genco Laddey           2022       July 2022            $32,900

Supramax Vessels
Genco Predator         2005       June 2022             Voyage
Genco Warrior          2005        May 2022             Voyage
Genco Hunter           2007        May 2022            $26,000
Genco Aquitaine        2009        May 2022             Voyage
Genco Ardennes         2009        May 2022            $46,000
Genco Auvergne         2009       June 2022             Voyage
Genco Bourgogne        2010        May 2022             Voyage
Genco Brittany         2010       June 2022             Voyage
Genco Languedoc        2010       June 2022            $36,500
Genco Picardy          2005        May 2022            $43,500
Genco Pyrenees         2010        May 2022            $33,000
Genco Rhone            2011       June 2022             Voyage

The charter expiration dates shown represent the earliest dates on which our

charters may be terminated in the ordinary course. Under certain (1) contracts, the charterer has the right to extend the time charter from two to

four months to complete the ship’s last voyage plus whenever

the vessel is no longer chartered.

The time charter rates shown are gross daily charter rates before (2) third party brokerage commission generally ranging from 1.25% to 6.25%. In a

time charter, the charterer is responsible for travel expenses such as

bunkers, port charges, agents’ fees and channel dues.

Three months completed March 31, 2022 compared to the three months ended March 31, 2021

VOYAGE REVENUES-

For the three months ended March 31, 2022, voyage revenues increased by $48.6
million, or 55.5%, to $136.2 million as compared to $87.6 million for the three
months ended March 31, 2021. The increase in voyage revenues was primarily due
to higher rates achieved by both our major and minor bulk vessels, as well as
our third party time chartered-in vessels. In the first quarter of 2022, drybulk
freight rates were firm relative to the last decade, however declined from the
highs seen in the second half of 2021 due to various seasonal factors. These
factors included a reduction in iron ore cargo volume from Brazil due to poor
weather conditions as well as maintenance, the timing of the Lunar New Year in
China, the Beijing Olympics, as well as the frontloaded nature of the orderbook.
Additionally, Indonesia imposed a temporary coal export ban during the month of
January 2022 in order to rebuild domestic stockpiles. Furthermore, another
COVID-19 wave in China impacted demand particularly for iron ore which impacted
Capesize rates. On February 24, 2022, Russia invaded Ukraine leading to what is
now a multi-month war and a humanitarian crisis. The impact to date on the
drybulk market has been a redirection of cargo flows particularly for coal and
grain shipments lengthening ton miles, higher commodity prices, slower vessel
speeds due to increased fuel prices, an urgency to secure commodities given the
tightness in the global energy complex as well as global grain supplies, and
sanctions on various Russian exports. Future developments in the Ukraine in
relation to the war, as well as China in

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in connection with the country’s COVID-19 response measures, may continue to affect the dry bulk industry and our business in unpredictable ways.

The average TCE rate of our overall fleet increased 97.5% to $24,093 a day
during the first quarter of 2022 from $12,197 a day during the first quarter of
2021. The TCE for our major bulk vessels increased by 81.1% from $13,595 a day
during the first quarter of 2021 to $24,627 a day during the first quarter of
2022. This increase was primarily a result of higher rates achieved by our
Capesize vessels. The TCE for our minor bulk vessels increased by 110.0% from
$11,303 a day during the first quarter of 2021 to $23,739 a day during the first
quarter of 2022 primarily a result of higher rates achieved by our Ultramax and
Supramax vessels.

For the three months ended March 31, 2022 and 2021, we had 3,949.9 and 3,897.0
ownership days, respectively. Fleet utilization decreased from 97.8% during the
first quarter of 2021 to 94.4% during the first quarter of 2022 primarily due to
additional offhire and repair periods for our Supramax vessels.

TRIP COSTS-

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. These expenses are borne by the Company during spot market voyage
charters. There are certain other non-specified voyage expenses such as
commissions, which are typically borne by us. Voyage expenses include port and
canal charges, fuel (bunker) expenses and brokerage commissions payable to
unaffiliated third parties. Port and canal charges and bunker expenses primarily
increase in periods during which vessels are employed on spot market voyage
charters because these expenses are for the account of the vessel owner. At the
inception of a time charter, we record the difference between the cost of bunker
fuel delivered by the terminating charterer and the bunker fuel sold to the new
charterer as a gain or loss within voyage expenses. Voyage expenses also include
the cost of bunkers consumed during short-term time charters pursuant to the
terms of the time charter agreement. Additionally, we may record lower of cost
and net realizable value adjustments to re-value the bunker fuel on a quarterly
basis for certain time charter agreements where the inventory is subject to
gains and losses. Refer to Note 2 - Summary of Significant Accounting Policies
in our Condensed Consolidated Financial Statements.

Voyage expenses were $38.5 million and $35.1 million during the three months
ended March 31, 2022 and 2021, respectively. This increase was primarily due to
higher bunker expenses as a result of increased fuel prices during the first
quarter of 2022 due to oil supply disruptions as a result of the war in Ukraine.

VESSEL OPERATING EXPENSES-

Vessel operating expenses increased by $8.0 million from $19.0 million during
the three months ended March 31, 2021 to $27.0 million during the three months
ended March 31, 2022. The increase was primarily due to higher crew expenses as
a result of increased crew wages, COVID-19 related expenses and disruptions, and
the timing of crew changes. COVID-19 expenses were higher during this quarter
due to costs associated with repatriating Chinese crew during the implementation
of China's zero COVID policies as we completed the transition of our crews to
Indian and Filipino crews. Additionally, there were higher repair and
maintenance costs, as well as an increase in the purchase of initial stores and
spare parts.

Average daily vessel operating expenses ("DVOE") for our fleet increased to
$6,839 per vessel per day for the three months ended March 31, 2022 from $4,887
per day for the three months ended March 31, 2021. The increase in daily vessel
operating expense was primarily due to higher crew expenses as a result of
increased crew wages, COVID-19 related expenses and disruptions, and the timing
of crew changes. COVID-19 expenses were higher during this quarter due to costs
associated with repatriating Chinese crew during the implementation of China's
zero COVID policies as we completed the transition of our crews to Indian and
Filipino crews. Additionally, there were higher repair and maintenance costs, as
well as an increase in the purchase of initial stores and spare parts. We
believe daily vessel operating expenses are best measured for comparative
purposes over a 12-month period in order to take into account all of the
expenses that each vessel in our fleet will incur over a full year of operation.
Our actual daily vessel operating expenses per vessel for the three months ended
March 31, 2022 were $1,014 above the weighted-average budgeted rate

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of $5,825 per vessel per day for the first quarter of 2022. Based on estimates
provided by GSSM, our DVOE budget for the second quarter of 2022 is $6,000 per
vessel per day on a fleet-wide basis, which includes an estimated amount for
COVID-19 related expenses. For 2022, we anticipate meeting our full year budget
of $5,825 per vessel per day as we expect vessel operating expenses to be lower
and COVID-related expenses to abate in the second half of the year as we have
transitioned from Chinese crews. However, the potential impacts of COVID-19 and
the war in Ukraine are unpredictable, and the actual amount of our DVOE could be
higher or lower than budgeted as a result.

As a result of COVID-19 restrictions with regard to crew rotations, we expect
higher crew related costs due to ongoing travel and port restrictions. Together
with promoting the health of the on-signing crew boarding the ship while the
off-signing crew gets home safely, these have all been increasing challenges
that shipowners are facing globally. The timing of crew rotations remains
dependent on the duration and severity of COVID-19 in countries from which our
crews are sourced as well as any restrictions in place at ports in which our
vessels call. As crew members worldwide have in many cases (including on certain
of our vessels) exceeded the duration of their contracts, there is an increased
urgency to work towards completing more crew rotations in the coming months.
Given this urgency, since June 2020, certain of these crew rotations have led to
and could continue to lead to additional deviation time of our vessels as well
as unbudgeted expenses due to testing, PPE, quarantine periods, higher than
normal travel expenses due to increased airfare costs, and crew bonuses to
retain the existing crew during rotation delays.

Our vessel operating expenses increase to the extent our fleet expands. Other
factors beyond our control, some of which may affect the shipping industry in
general, including, for instance, developments relating to market prices for
crewing, lubes, and insurance, may also cause these expenses to increase. The
impact of COVID-19 could result in potential shortages or a lack of access to
required spare parts for the operation of our vessels, potential delays in any
unscheduled repairs, deviations for crew changes or increased costs to
successfully execute a crew change, which could lead to business disruptions and
delays. We expect that crew costs for the crew that we utilize on our vessels
will increase going forward due to expected higher wages, as well as the impact
of COVID-19 restrictions and the war in Ukraine. We also experienced higher
costs during the first quarter of 2022 and expect higher costs during the
remainder of 2022 in relation to crew, spares and parts primarily due to
industry-wide inflationary pressures and higher regulatory-related costs.

CHARTER FEES-

Charter hire expenses increased by $2.2 million from $5.4 million during the
three months ended March 31, 2021 to $7.6 million during the three months ended
March 31, 2022. The increase was primarily due to higher charter in rates during
the first quarter of 2022 as compared to the first quarter of 2021, partially
offset by a decrease in chartered-in days.

GENERAL AND ADMINISTRATIVE EXPENSES-

We incur general and administrative expenses that relate to our onshore
non-vessel-related activities. Our general and administrative expenses include
our payroll expenses, including those relating to our executive officers,
operating lease expense, legal, auditing and other professional expenses.
General and administrative expenses include nonvested stock amortization expense
which represent the amortization of stock-based compensation that has been
issued to our Directors and employees pursuant to the 2015 Equity Incentive
Plan. Refer to Note 14 - Stock-Based Compensation in our Condensed 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.

For the three months ended March 31, 2022 and 2021, general and administrative
expenses were $6.0 million and $6.1 million, respectively. The decrease was
primarily due lower legal and professional fees partially offset by an increase
in nonvested stock amortization expense.

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TECHNICAL MANAGEMENT FEES-
Technical management fees include the direct costs incurred by GSSM for the
technical management of the vessels under its management. Additionally, prior to
the transfer of our vessels to GSSM for technical management, we incurred
management fees payable to third party technical management companies for the
day-to-day management of our vessels, including performing routine maintenance,
attending to vessel operations and arranging for crews and supplies. Technical
management fees were $0.9 million and $1.5 million during the three months ended
March 31, 2022 and 2021, respectively. The decrease was primarily due to the
savings realized by transferring the management of the majority of the vessels
of our fleet to GSSM during the second half of 2021 and first quarter of 2022.

DEPRECIATION AND AMORTIZATION-

Depreciation and amortization expense increased by $0.6 million to $14.1 million
during the three months ended March 31, 2022 as compared to $13.4 million during
the three months ended March 31, 2021. This increase was primarily due to the
delivery of eight Ultramax vessels during 2021 and the first quarter of 2022,
partially offset by a $1.1 million decrease in depreciation due to the increase
in the estimated scrap value of the vessels from $310 per lwt to $400 per lwt
effective January 1, 2022. Refer to Note 2 - Summary of Significant Accounting
Policies in our Condensed Consolidated Financial Statements for further
information regarding the increase in the scrap value.

LOSS ON SALE OF VESSELS-

During the first quarter of 2021, we recorded a net loss on sale of vessels of
$0.7 million related primarily to the sale of the Baltic Panther, the Baltic
Hare and the Baltic Cougar, as well as net losses associated with the exchange
of the Baltic Cove, the Baltic Fox, the Genco Spirit, the Genco Avra and the
Genco Mare. There were no vessel sales during the first quarter of 2022.

OTHER INCOME (EXPENSES)-

NET INTEREST CHARGE –

Net interest expense decreased by $2.2 million from $4.5 million during the
three months ended March 31, 2021 to $2.2 million during the three months ended
March 31, 2022. Net interest expense during the three months ended March 31,
2022 and 2021 consisted primarily of interest expense under our credit
facilities and amortization of deferred financing costs for those facilities.
This decrease was primarily due to a $2.3 million decrease in interest expense
primarily as a result of lower outstanding debt.

OTHER INCOME –

Other income increased by $1.9 million from $0.1 million during the three months
ended March 31, 2021 to $2.0 million during the three months ended March 31,
2022. The increase was due to an increase in realized and unrealized gains
related to our bunker swap and forward fuel purchase agreements as a result of
the increasing prices of fuel.

CASH AND CAPITAL RESOURCES

Our primary sources of liquidity are cash flow from operations, cash on hand,
equity offerings and credit facility borrowings. We currently use our funds
primarily for the acquisition of vessels generally, fleet renewal, drydocking
for our vessels, payment of dividends, debt repayments and satisfying working
capital requirements as may be needed to support our business. 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.

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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. Such resources include
unrestricted cash and cash equivalents of $43.1 million as of March 31, 2022 in
addition to the $221.8 million availability under the revolver of the $450
Million Credit Facility as of March 31, 2022, which compares to a minimum
liquidity requirement under our credit facility of approximately $22 million as
of the date of this report. Given anticipated capital expenditures related to
drydockings and the installation of ballast water treatment systems ("BWTS") and
fuel efficiency upgrade costs of $32.2 million and $2.4 million during the
remainder of 2022 and 2023, 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. However, if market
conditions were to worsen significantly due to the current COVID-19 pandemic,
the war in Ukraine, 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. During the first quarter of 2022, the Company
made $48.8 million of voluntary debt prepayments, resulting in a reduced cash
flow breakeven rate from previous levels. Of that amount, $8,8 million was the
previously announced quarterly debt reduction payment as part of our plan to
reduce our debt. This amount was deducted from operating cash flow in our first
quarter 2022 dividend payment. The remainder of the debt we paid down was $40.0
million which was prepaid to optimize our working capital management, using our
revolver to keep funds available while saving interest expense. This $40.0
million prepayment is not part of the dividend calculation detailed below under
"Dividends." Currently there will be no mandatory debt repayments until we must
repay $197.3 million in 2026. Although we do not have any mandatory debt
repayments until 2026, we intend to continue to pay down debt on a voluntary
basis with a medium term goal of zero net debt.

As of March 31, 2022, the $450 Million Credit Facility 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 each such facility. If the values of our vessels were to decline as a
result of COVID-19 or otherwise, we may not satisfy this collateral maintenance
requirement. 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 ongoing COVID-19 pandemic. We may from
time to time seek to raise additional capital through equity or debt offerings,
selling vessels or other assets, pursuing strategic opportunities, or
otherwise. We may also from time to time seek to incur additional debt financing
from private or public sector sources, refinance our indebtedness or obtain
waivers or modifications to our credit agreements to obtain more favorable
terms, enhance flexibility in conducting our business, or otherwise. We may also
seek to manage our interest rate exposure through hedging transactions. We may
seek to accomplish any of these independently or in conjunction with one or more
of these actions. However, if market conditions are unfavorable, we may be
unable to accomplish any of the foregoing on acceptable terms or at all.

We entered into the $450 Million Credit Facility on August 3, 2021. Proceeds
from the $450 Million Credit Facility were used to refinance our $495 Million
Credit Facility and our $133 Million Credit Facility on August 31, 2021. Refer
to Note 7 - Debt in our Condensed Consolidated Financial Statements for further
details regarding the terms of the $450 Million Credit Facility, which
information is incorporated herein by reference.

From March 31, 2022we were in compliance with all financial covenants under the $450 Millions of credit facility.

Dividends

We disclosed on April 19, 2021 that, on management's recommendation, our Board
of Directors adopted a new quarterly dividend policy for dividends payable which
commenced in the first quarter of 2022 in respect of our financial results for
the fourth quarter of 2021. Under the new quarterly dividend policy, the amount
available for quarterly dividends is to be calculated based on the following
formula:

Operating cash flow

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Less: Debt repayments

Less: Capital expenditures for dry-docking

Less: Reserve

Distributable cash flow in the form of dividends

The amount of dividends payable according to 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.
Anticipated uses for the reserve include, but are not limited to, vessel
acquisitions, debt repayments, and general corporate purposes. In order to set
aside funds for these purposes, the 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 May 4, 2022, we announced a quarterly dividend of $0.79 per share. 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.

As part of our new dividend policy, we repaid additional debt under our credit facilities and used $450 million Credit facility to refinance our two prior credit facilities as noted above.

The declaration and payment of any dividend or any stock repurchase is subject
to the discretion of our Board of Directors. Our Board of Directors and
management continue to closely monitor market developments together with the
evaluation of our quarterly dividend policy in the current market environment.
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.
Marshall Islands law generally prohibits the declaration and payment of
dividends or stock repurchases other than from surplus. Marshall Islands law
also prohibits the declaration and payment of dividends or stock repurchases
while a company is insolvent or would be rendered insolvent by the payment of
such a dividend or such a stock repurchase. Heightened economic uncertainty and
the potential for renewed drybulk market weakness as a result of the COVID-19
pandemic or the war in Ukraine and economic conditions related to these events
may result in our suspension, reduction, or termination of future quarterly
dividends.

WE Federal tax treatment of dividends

WE Holders

For purposes of this discussion, the term "U.S. Holder" means a beneficial owner
of our common stock that is, for U.S. federal income tax purposes, (i) an
individual U.S. citizen or resident, (ii) a corporation that is created or
organized in or under the laws of the United States, any state thereof or the
District of Columbia, or any other U.S. entity taxable as a corporation,
(iii) an estate the income of which is subject to U.S. federal income taxation
regardless of its source, or (iv) a trust if either (x) a court within the
United States is able to exercise primary jurisdiction over the administration
of the trust and one or more U.S. persons have the authority to control all
substantial decisions of the trust, or (y) the trust has a valid election in
effect under applicable Treasury Regulations to be treated as a U.S. person. If
a partnership, or an entity treated for U.S. federal income tax purposes as a
partnership, such as a limited liability company, holds common stock, the tax
treatment of a partner will generally depend on the status of the partner and
upon the activities of the partnership. If you are a partner in such a
partnership holding our common stock, you are encouraged to consult your tax
advisor. A beneficial owner of our common stock (other than a partnership) that
is not a U.S. Holder is referred to below as a "Non-U.S. Holder."

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Subject to the discussion of passive foreign investment company (PFIC) status on
pages 36 - 37 in the 2021 10-K, 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. Distributions in excess of those earnings
and profits will be treated first as a nontaxable return of capital to the
extent of the U.S. Holder's tax basis in our common shares (determined on a
share-by-share basis), and thereafter as capital gain. U.S. Holders that own at
least 10% of our shares may be able to claim a dividends-received-deduction and
should consult their tax advisors.

Dividends paid on our common shares to a U.S. Holder who is an individual, trust
or estate, or a "non-corporate U.S. Holder," will generally be treated as
"qualified dividend income" that is taxable to such non-corporate U.S. Holder at
preferential tax rates, provided that (1) our common shares are readily tradable
on an established securities market in the United States (such as the NYSE, on
which our common shares are traded); (2) we are not a PFIC for the taxable year
during which the dividend is paid or the immediately preceding taxable year
(which we do not believe we have been, are, or will be); (3) the non-corporate
U.S. Holder's holding period of our common shares includes more than 60 days in
the 121-day period beginning 60 days before the date on which our common shares
becomes ex-dividend; and (4) the non-corporate U.S. Holder is not under an
obligation to make related payments with respect to positions in substantially
similar or related property. A non-corporate U.S. Holder will be able to take
qualified dividend income into account in determining its deductible investment
interest (which is generally limited to its net investment income) only if it
elects to do so; in such case, the dividend will be taxed at ordinary income
rates. Non-corporate U.S. Holders also may be required to pay a 3.8% surtax on
all or part of such holder's "net investment income," which includes, among
other items, dividends on our shares, subject to certain limitations and
exceptions. Investors are encouraged to consult their own tax advisors regarding
the effect, if any, of this surtax on their ownership of our shares.

Amounts taxable as dividends generally will be treated as passive income from
sources outside the U.S. However, if (a) we are 50% or more owned, by vote or
value, by U.S. Holders and (b) at least 10% of our earnings and profits are
attributable to sources within the U.S., then for foreign tax credit purposes, a
portion of our dividends would be treated as derived from sources within the
U.S. With respect to any dividend paid for any taxable year, the U.S. source
ratio of our dividends for foreign tax credit purposes would be equal to the
portion of our earnings and profits from sources within the U.S. for such
taxable year divided by the total amount of our earnings and profits for such
taxable year. The rules related to U.S. foreign tax credits are complex and U.S.
Holders should consult their tax advisors to determine whether and to what
extent a credit would be available.



Special rules may apply to any "extraordinary dividend" - generally, a dividend
in an amount which is equal to or in excess of 10% of a shareholder's adjusted
basis (or fair market value in certain circumstances) in a share of our common
shares - paid by us. If we pay an "extraordinary dividend" on our common shares
that is treated as "qualified dividend income", then any loss derived by a
non-corporate U.S. Holder from the sale or exchange of such common shares will
be treated as long-term capital loss to the extent of such dividend.

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 our 2021 10-K, 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.  No assurance can be given that
the IRS or a court of law will accept our position, and there is a risk that the
IRS or a court of law could determine that we are a PFIC.  Moreover, there can
be no assurance that we will not become a PFIC in any future taxable year
because the PFIC test is an annual test, there are uncertainties in the
application of the PFIC rules, and although we intend to manage our business so
as to avoid PFIC status to the extent consistent with our other business goals,
there could be changes in the nature and extent of our operations in future
taxable years.

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If we were to be treated as a PFIC for any taxable year in which a U.S. Holder
owns shares of our common stock (and regardless of whether we remain a PFIC for
subsequent taxable years), the tax consequences to such a U.S. holder upon the
receipt of distributions in respect of such shares that are treated as "excess
distributions" would differ from those described above. In general, an excess
distribution is the amount of distributions received during a taxable year that
exceed 125% of the average amount of distributions received by a U.S. Holder in
respect of the common shares during the preceding three taxable years, or if
shorter, during the U.S. Holder's holding period prior to the taxable year of
the distribution. The distributions that are excess distributions would be
allocated ratably over the U.S. Holder's holding period for the common shares.
The amount allocated to the current taxable year and any taxable year prior to
the first taxable year in which we were a PFIC would be taxed as ordinary
income. The amount allocated to each of the other taxable years would be subject
to tax at the highest marginal rate in effect for the U.S. Holder for that
taxable year, and an interest charge for the deemed deferral benefit would be
imposed on the resulting tax allocated to such other taxable years. The tax
liability with respect to the amount allocated to taxable years prior to the
year of the distribution cannot be offset by net operating losses. As an
alternative to such tax treatment, a U.S. Holder may make a "qualified electing
fund" election or "mark to market" election, to the extent available, in which
event different rules would apply.  The U.S. federal income tax consequences to
a U.S. Holder if we were to be classified as a PFIC are complex. A U.S. Holder
should consult with his or her own advisor with regard to those consequences, as
well as with regard to whether he or she is eligible to and should make either
of the elections described above.

Nope-WE Holders

Non-U.S. Holders generally will not be subject to U.S. federal income tax on
dividends received from us on our common shares unless the income is effectively
connected with the conduct by the Non-U.S. Holder of a trade or business in the
United States ("effectively connected income") (and, if an applicable income tax
treaty so provides, the dividends are attributable to a permanent establishment
maintained by the Non-U.S. Holder in the U.S.).  Effectively connected income
(or, if an income tax treaty applies, income attributable to a permanent
establishment maintained in the U.S.) generally will be subject to regular U.S.
federal income tax in the same manner discussed above relating to taxation of
U.S. Holders. In addition, earnings and profits of a corporate Non-U.S. Holder
that are attributable to such income, as determined after allowance for certain
adjustments, may be subject to an additional branch profits tax at a rate of
30%, or at a lower rate as may be specified by an applicable income tax treaty.
Non-U.S. Holders may be subject to tax in jurisdictions other than the United
States on dividends received from us on our common shares.



Dividends paid on our common shares to a corporation WE The holder may be subject to WE federal relief withholding if the unincorporated person WE Incumbent:

? does not provide us with an accurate tax identification number;

is notified by the IRS that they have become subject to withholding tax

? because they had previously failed to declare all interest and dividends required to

appear on their federal tax returns; or

? fails to meet applicable certification requirements

A holder that is not a U.S. Holder or a partnership may be subject to U.S.
federal backup withholding with respect to such dividends unless the holder
certifies that it is a non-U.S. person, under penalties of perjury, or otherwise
establishes an exemption therefrom.  Backup withholding tax is not an additional
tax. 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.

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Cash Flows
Net cash provided by operating activities for the three months ended March 31,
2022 and March 31, 2021 was $52.6 million and $13.5 million, respectively. This
increase in cash provided by operating activities was primarily due to higher
rates achieved by our major and minor bulk vessels and changes in working
capital, as well as a decrease in interest expense.

Net cash used in investing activities for the three months ended March 31, 2022
was $47.0 million as compared to net cash provided by investing activities of
$20.0 million for the three months ended March 31, 2021. This fluctuation was
primarily due to the purchase of two Ultramax vessels which delivered during the
first quarter of 2022. Additionally there was a decrease in net proceeds from
the sale of vessels as there were no vessels sold during the first quarter 2022,
as well as an increase in the purchase of other fixed assets during the three
months ended March 31, 2022 as compared to the three months ended March 31,
2021.

Net cash used in financing activities during the three months ended March 31,
2022 and 2021 was $77.1 million and $49.1 million, respectively.  The increase
was primarily due to a $27.4 million increase in the payment of dividends during
the three months ended March 31, 2022 as compared to the same period during
2021.

Credit facilities

On August 3, 2021, we entered into the $450 Million Credit Facility, which we
used to refinance the existing debt outstanding under the $495 Million Credit
Facility and the $133 Million Credit Facility as of August 31, 2021. Refer to
Note 7 - Debt of our Condensed Consolidated Financial Statements for further
details regarding these credit facilities.

Interest Rate and Cap Swap Agreements, Forward Freight Agreements and Currency Swap Agreements

At March 31, 2022, we had three interest rate cap agreements to manage interest
costs and the risk associated with changing interest rates. Such agreements cap
the borrowing rate on our variable debt to provide a hedge against the risk of
rising rates. At March 31, 2022, the total notional principal amount of the
interest rate cap agreements is $200.0 million.

Refer to the table in Note 8 – Derivative instruments to our condensed consolidated financial statements which summarizes the interest rate cap agreements in place at March 31, 2022.



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. In determining the fair value of interest rate derivatives, we
would consider the impact of the creditworthiness of both the counterparty and
ourselves immaterial. Valuations prior to any adjustments for credit risk would
be validated by comparison with counterparty valuations. Amounts would not and
should not be identical due to the different modeling assumptions. Any material
differences would be investigated.

As part of our business strategy, we may enter into arrangements commonly known
as forward freight agreements, or FFAs, to hedge and manage our exposure to the
charter market risks relating to the deployment of our vessels.  Generally,
these arrangements would bind us and each counterparty in the arrangement to buy
or sell a specified tonnage freighting commitment "forward" at an agreed time
and price and for a particular route.  Upon settlement, if the contracted
charter rate is less than the average of the rates (as reported by an identified
index) for the specified route and period, the seller of the FFA is required to
pay the buyer an amount equal to the difference between the contracted rate and
the settlement rate multiplied by the number of days in the specific
period. Conversely, if the contracted rate is greater than the settlement rate,
the buyer is required to pay the seller the settlement sum. Although FFAs can be
entered into for a variety of purposes, including for hedging, as an option, for
trading, or for arbitrage, if we decided to enter into FFAs, our objective would
be to hedge and manage market risks as part of our commercial management. It is
not currently our intention to enter into FFAs to generate a stream of income
independent of the revenues we derive from the operation of our fleet of
vessels.  If we determine to enter into FFAs, we may reduce our exposure to any
declines in our results from operations due to weak market conditions or
downturns, but may also limit our ability to benefit

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economically during periods of high market demand. We have not entered into any FFAs March 31, 2022 and December 31, 2021.

Capital expenditure

We make capital expenditures from time to time in connection with our vessel
acquisitions. Our fleet currently consists of 44 drybulk vessels, including 17
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. The upgrades have been
successfully installed during previous drydockings.

Under U.S. Federal law and 33 CFR, Part 151, Subpart D, U.S. approved BWTS will
be required to be installed in all vessels at the first out of water drydocking
after January 1, 2016 if these vessels are to discharge ballast water inside 12
nautical miles of the coast of the U.S. U.S. authorities did not approve ballast
water treatment systems until December 2016. Therefore, the U.S. Coast Guard
("USCG") has granted us extensions for our vessels with 2016 drydocking
deadlines until January 1, 2018; however, an alternative management system
("AMS") may be installed in lieu. For example, in February 2015, the USCG added
Bawat to the list of ballast water treatment systems that received AMS
acceptance. An AMS is valid for five years from the date of required compliance
with ballast water discharge standards, by which time it must be replaced by an
approved system unless the AMS itself achieves approval. Furthermore, we
received extensions for vessels drydocking in 2016 that allowed for further
extensions to the vessels' next scheduled drydockings in year 2021.
Additionally, for our vessels that were scheduled to drydock in 2017 and 2018,
the USCG has granted an extension that enables us to defer installation to the
next scheduled out of water drydocking.  Any newbuilding vessels that we acquire
will have a USCG approved system or at least an AMS installed when the vessel is
being built.



In addition, on September 8, 2016, the Ballast Water Management ("BWM")
Convention was ratified and had an original effective date of September 8,
2017.  However, on July 7, 2017, the effective date of the BWM Convention was
extended two years to September 8, 2019 for existing ships.  This will require
vessels to have a BWTS installed to coincide with the vessels' next
International Oil Pollution Prevention Certificate ("IOPP") renewal survey after
September 8, 2019.  In order for a vessel to trade in U.S. waters, it must be
compliant with the installation date as required by the USCG as outlined above.



During the second half of 2018, we entered into agreements for the purchase of
BWTS for 36 of our vessels. The cost of these systems will vary based on the
size and specifications of each vessel and whether the systems will be installed
in China. Based on the contractual purchase price of the BWTS and the estimated
installation fees, the Company estimates the cost of the systems to be
approximately $1.0 million for Capesize vessels and $0.6 million for Supramax
vessels. The BWTS will be installed during a vessel's scheduled drydocking and
these costs will be capitalized and depreciated over the remainder of the life
of the vessel. During the three months ended March 31, 2022, we completed the
installation of BWTS on one of our vessels. Additionally, during the years ended
December 31, 2020 and 2019, we completed the installation of BWTS on nine and 17
of our vessels, respectively. Eleven of these vessels have since been sold.
There were no BWTS installations completed during 2021. We anticipate that we
will complete the installation of BWTS on nine vessels during the remainder of
2022, one of which was in the process of completing its scheduled drydocking as
of March 31, 2022 . We intend to fund the remaining BWTS purchase price and
installation fees using cash on hand.



Under maritime regulations that went into effect January 1, 2020, our vessels
were required to reduce sulfur emissions, for which the principal solutions are
the use of scrubbers or buying fuel with low sulfur content. We have completed
the installation of scrubbers on our 17 Capesize vessels, 16 of which were
completed as of December 31, 2019 and the last one of which was completed on
January 17, 2020. The remainder of our vessels are consuming very low sulfur
fuel oil (VLSFO). The costs for the scrubber equipment and installation was
capitalized and is being depreciated over the remainder of the life of the
vessel. This does not include any lost revenue associated with offhire days due
to the installation of the scrubbers.

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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.  Furthermore, we plan to upgrade a portion of our fleet with energy
saving devices and apply high performance paint systems to our vessels in order
to reduce fuel consumption and emissions.

We estimate our drydocking costs, including capitalized costs incurred during
drydocking related to vessel assets and vessel equipment, BWTS costs, fuel
efficiency upgrades and scheduled off-hire days for our fleet through 2023 to
be:

                                                                             Estimated Fuel
                                Estimated Drydocking      Estimated BWTS       Efficiency     Estimated Off-hire
Year                                    Cost                   Cost          Upgrade Costs           Days

                                                (U.S. dollars in millions)

April 1 - December 31, 2022    $                  18.3   $            5.0    $          8.9                   390
2023                           $                   2.4   $              -    $            -                    70

The costs reflected are estimates based on drydocking our vessels in China.
Actual costs will vary based on various factors, including where the drydockings
are actually performed. We expect to fund these costs with cash on hand. These
costs do not include drydock expense items that are reflected in vessel
operating expenses.

Actual length of drydocking will vary based on the condition of the vessel, yard
schedules and other factors. Higher repairs and maintenance expense 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 the three months ended March 31, 2022 and 2021, we incurred a total of
$1.7 million and $0.9 million of drydocking costs, respectively, excluding costs
incurred during drydocking that were capitalized to vessel assets or vessel
equipment.

We completed the drydockings for three of our vessels during the first quarter
of 2022, which all began during the fourth quarter of 2-21 and did not complete
until the first quarter of 2022. One additional vessel began its drydocking
during the first quarter of 2022 and did not complete until the second quarter
of 2022. In addition to this vessel, we estimate that eleven of our vessels will
be drydocked during the remainder of 2022 and two of our vessels will be
drydocked during 2023.

From January 17, 2020we have completed the installation of scrubbers on our 17 Capesize vessels.

Off-balance sheet arrangements

We do not have any off-balance sheet arrangements that have or are reasonably
likely to have a current or future effect on our financial condition, changes in
financial condition, revenues or expenses, results of operations, liquidity,
capital expenditures or capital resources that are material to investors.

Inflation

Inflation has only a moderate effect on our expenses given current economic conditions. In the event that significant global inflationary pressures materialize, these pressures will increase our operating, travel, general and administrative and financing costs.

CRITICAL ACCOUNTING METHODS

Except as described below, there have been no changes or updates to our critical accounting policies as noted in the 2021 10-K.

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Vessels and Depreciation

We record the value of our vessels at their cost (which includes acquisition
costs directly attributable to the vessel and expenditures made to prepare the
vessel for its initial voyage) less accumulated depreciation. We depreciate our
drybulk vessels on a straight-line basis over their estimated useful lives,
estimated to be 25 years from the date of initial delivery from the shipyard.
Depreciation is based on cost less the estimated residual scrap value of
$400/lwt based on the 15-year average scrap value of steel. Effective January 1,
2022, we increased the estimated scrap value of the vessels from $310 per lwt to
$400 per lwt prospectively based on the 15-year average scrap value of steel.
This change resulted in a decrease the annual depreciation charge over the
remaining useful life of the vessels. Similarly, an increase in the useful life
of a drybulk vessel would also decrease the annual depreciation charge.
Comparatively, a decrease in the useful life of a drybulk vessel or in its
residual value would have the effect of increasing the annual depreciation
charge. However, when regulations place limitations over the ability of a vessel
to trade on a worldwide basis, we will adjust the vessel's useful life to end at
the date such regulations preclude such vessel's further commercial use.

The carrying value of each of our vessels does not represent the fair market
value of such vessel or the amount we could obtain if we were to sell any of our
vessels, which could be more or less. Under U.S. GAAP, we would not record a
loss if the fair market value of a vessel (excluding its charter) is below our
carrying value unless and until we determine to sell that vessel or the vessel
is impaired as discussed in the 2021 10-K.

No impairment was incurred during the three months ended March 31, 2022 and 2021.

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 bank credit facility. 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 $450 Million
Credit Facility as of March 31, 2022. We obtained valuations for all of the
vessels in our fleet pursuant to the terms of the $450 Million Credit Facility.
In the chart below, we list each of our vessels, the year it was built, the year
we acquired it, and its carrying value at March 31, 2022 and December 31, 2021.
Vessels have been grouped according to their collateralized status as of March
31, 2022 and does not include any vessels held for sale or held for exchange.

As of March 31, 2022 and December 31, 2021, the vessel valuations of all of our
vessels for covenant compliance purposes under our credit facility as of the
most recent compliance testing date were higher than their carrying values at
March 31, 2022 and December 31, 2021, respectively, with the exception of eleven
of our Capesize vessels.

The amount by which the carrying value at March 31, 2022 of eleven of our
Capesize vessels exceeded the valuation of such vessels for covenant compliance
purposes ranged, on an individual vessel basis, from $4.8 million to $8.2
million per vessel, and $71.0 million on an aggregate fleet basis. The amount by
which the carrying value at December 31, 2021 of eleven of our Capesize vessels
exceeded the valuation of such vessels for covenant compliance purposes ranged,
on an individual vessel basis, from $4.3 million to $7.0 million per vessel, and
$62.7 million on an aggregate fleet basis. The average amount by which the
carrying value of these vessels exceeded the valuation of such vessels for
covenant compliance purposes was $6.5 million at March 31, 2022 and $5.7 million
as of December 31, 2021. 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.

                                                                                   Carrying Value (U.S.
                                                                                        dollars in
                                                                                     thousands) as of
                                                                    Year      March 31,        December 31,
Vessels                                             Year Built    Acquired       2022              2021
$450 Million Credit Facility
Genco Commodus                                         2009         2009      $    34,735     $        35,200
Genco Maximus                                          2009         2009           34,758              35,215
Genco Claudius                                         2010         2009           36,396              36,872
Baltic Bear                                            2010         2010           36,175              36,666


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                                                      Carrying Value (U.S.
                                                           dollars in
                                                        thousands) as of
                                       Year      March 31,       December 31,
Vessels                Year Built    Acquired       2022             2021
Baltic Wolf               2010         2010           36,466             36,948
Baltic Lion               2009         2013           30,237             29,971
Genco Tiger               2010         2013           28,438             28,658
Baltic Scorpion           2015         2015           23,207             23,456
Baltic Mantis             2015         2015           23,451             23,701
Genco Hunter              2007         2007            7,760              7,788
Genco Warrior             2005         2007            6,808              6,909
Genco Aquitaine           2009         2010            8,505              8,588
Genco Ardennes            2009         2010            8,509              8,591
Genco Auvergne            2009         2010            8,516              8,597
Genco Bourgogne           2010         2010            9,207              9,299
Genco Brittany            2010         2010            9,211              9,303
Genco Languedoc           2010         2010            9,213              9,304
Genco Picardy             2005         2010            7,236              7,347
Genco Pyrenees            2010         2010            9,257              9,311
Genco Rhone               2011         2011           10,536             10,512
Genco Constantine         2008         2008           31,644             32,152
Genco Augustus            2007         2007           30,306             30,822
Genco London              2007         2007           29,809             29,708
Genco Titus               2007         2007           30,473             30,503
Genco Tiberius            2007         2007           30,190             30,161
Genco Hadrian             2008         2008           32,137             32,570
Genco Predator            2005         2007            7,155              7,266
Baltic Hornet             2014         2014           21,782             22,022
Baltic Wasp               2015         2015           22,034             22,275
Genco Endeavour           2015         2018           41,777             42,207
Genco Resolute            2015         2018           42,088             42,507
Genco Columbia            2016         2018           24,232             24,484
Genco Weatherly           2014         2018           19,589             19,806
Genco Liberty             2016         2018           45,310             45,760
Genco Defender            2016         2018           45,338             45,792
Genco Magic               2014         2020           14,292             14,381
Genco Vigilant            2015         2021           15,331             15,476
Genco Freedom             2015         2021           15,428             15,577
Genco Enterprise          2016         2021           20,395             20,591
TOTAL                                            $   897,931    $       906,296
Unencumbered
Genco Madeleine           2014         2021           23,034             23,266
Genco Constellation       2017         2021           25,313             25,574
Genco Mayflower           2017         2021           25,745             26,005
Genco Laddey              2022         2022           29,950                  -
Genco Mary                2022         2022           29,975                  -
                                                 $   134,017    $        74,845
Consolidated Total                               $ 1,031,948    $       981,141


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, we would record a loss in the
amount of the difference. Refer to Note 2 - Summary of Significant Accounting
Policies and Note 4 - Vessel Acquisitions and Dispositions in our Condensed
Consolidated Financial Statements for information regarding the sale of vessel
assets.

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