10-Q 1 kl08008.htm QUARTERLY REPORT kl08008.htm



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q
 
[X]
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2008
 
OR
 
[  ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________________________ to _________________________
 
Commission file number 000-51442
 
GENCO SHIPPING & TRADING LIMITED
(Exact name of registrant as specified in its charter)
 
Republic of the Marshall Islands
(State or other jurisdiction
incorporation or organization)
 
98-043-9758
(I.R.S. Employer
Identification No.)
     
299 Park Avenue, 20th Floor, New York, New York 10171
(Address of principal executive offices)           (Zip Code)
 
(646) 443-8550
(Registrant’s telephone number, including area code)
                           
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities and Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
 
Yes     X          No          
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.  See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer ý        Accelerated filer        Non-accelerated filer  

Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
 
Yes               No       X   
 
APPLICABLE ONLY TO CORPORATE ISSUERS:
 
The number of shares outstanding of each of the issuer’s classes of common stock, as of August 8, 2008:
Common stock, $0.01 per share 31,795,978 shares.


 
 

 

Genco Shipping & Trading Limited
 
Form 10-Q for the three and six months ended June 30, 2008 and 2007
                                                                                           Page
 
PART I.       FINANCIAL INFORMATION
 
 
Item 1.
Financial Statements
 
 
a)
Consolidated Balance Sheets -
June 30, 2008 and December 31, 2007                                                         3
 
 
 
b)
Consolidated Statements of Operations -
For the three and six months ended June 30, 2008 and 2007                                          4
 
 
 
c)
Consolidated Statements of Shareholders’ Equity and Comprehensive Income -
For the six months ended June 30, 2008 and 2007                                                5
 
 
 
d)
Consolidated Statements of Cash Flows -
For the six months ended June 30, 2008 and 2007                                                6
 
 
 
e)
Notes to Consolidated Financial Statements
For the three and six months ended June 30, 2008 and 2007                                           7
 
 
Item 2.
Management’s Discussion and Analysis of
Financial Position and Results of Operations                                                      32
 
            Item 3. Quantitative and Qualitative Disclosures about Market Risk                                                   56
 
            Item 4. Controls and Procedures                                                                         59
 
PART II         OTHER INFORMATION
 
            Item 1. Legal Proceedings                                                                        59

            Item 2. Purchases of Equity Securities by the Issuer                                                       59

            Item 4. Submission of Matters to a Vote of Security Holders                                                     59
 
        Item 5. Other Information                                                                              60
 
            Item 6. Exhibits                                                                                61




2


 
Genco Shipping & Trading Limited
Consolidated Balance Sheets as of June 30, 2008
and December 31, 2007
(U.S. Dollars in thousands, except for share data)
 
   
June 30, 2008
   
December 31,2007
 
Assets
 
(unaudited)
       
Current assets:
           
Cash and cash equivalents
  $ 95,964     $ 71,496  
Short-term investments
    158,952       167,524  
Vessel held for sale
    -       16,857  
Due from charterers, net
    3,900       2,343  
Prepaid expenses and other current assets
    12,079       9,374  
Total current assets
    270,895       267,594  
                 
Noncurrent assets:
               
Vessels, net of accumulated depreciation of $103,156 and $71,341, respectively
    1,468,943       1,224,040  
Deposits on vessels
    197,666       149,017  
Deferred drydock, net of accumulated depreciation of $1,535 and $941, respectively
    5,152       4,552  
Other assets, net  of accumulated amortization of $630 and $288, respectively
    6,230       6,130  
Fixed assets, net of accumulated depreciation and amortization of $925 and $722, respectively
    1,813       1,939  
Fair value of derivative instrument
    997       -  
Total noncurrent assets
    1,680,801       1,385,678  
                 
Total assets
  $ 1,951,696     $ 1,653,272  
                 
Liabilities and Shareholders’ Equity
               
Current liabilities:
               
Accounts payable and accrued expenses
  $ 16,617     $ 17,514  
Current portion of long term debt
    -       43,000  
Deferred revenue
    10,062       8,402  
Fair value of derivative instruments
    3,063       1,448  
Total current liabilities
    29,742       70,364  
                 
Noncurrent liabilities:
               
Deferred revenue
    1,776       968  
Deferred rent credit
    715       725  
Fair market value of time charters acquired
    33,212       44,991  
Fair value of derivative instruments
    19,719       21,039  
Long term debt
    989,250       893,000  
Total noncurrent liabilities
    1,044,672       960,723  
                 
Total liabilities
    1,074,414       1,031,087  
                 
Commitments and contingencies
               
                 
Shareholders’ equity:
               
Common stock, par value $0.01; 100,000,000 shares authorized; issued and
               
outstanding 31,780,978 and 28,965,809 shares at June 30, 2008 and December 31, 2007, respectively
    318       290  
Paid in capital
    721,648       523,002  
Accumulated other comprehensive (deficit) income
    (5,651 )     19,017  
Retained earnings
    160,967       79,876  
Total shareholders’ equity
    877,282       622,185  
                 
Total liabilities and shareholders’ equity
  $ 1,951,696     $ 1,653,272  
                 
See accompanying notes to consolidated financial statements.
 
 
 
 
3

 
Genco Shipping & Trading Limited
Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2008 and 2007
(U.S. Dollars in Thousands, Except for Earnings per Share and Share Data)
(Unaudited)

   
For the Three Months
Ended June 30,
   
For the Six Months
Ended June 30,
 
   
2008
   
2007
   
2008
   
2007
 
                         
Revenues
  $ 104,572     $ 36,847     $ 196,242     $ 74,067  
                                 
Operating expenses:
                               
Voyage expenses
    724       1,017       1,468       2,430  
Vessel operating expenses
    11,187       6,445       22,106       12,834  
General and administrative expenses
    4,431       3,052       8,842       6,247  
Management fees
    665       393       1,338       744  
Depreciation and amortization
    16,748       7,433       32,612       14,619  
Gain on sale of vessel
    -       -       (26,227 )     (3,575 )
                                 
Total operating expenses
    33,755       18,340       40,139       33,299  
                                 
Operating income
    70,817       18,507       156,103       40,768  
                                 
Other (expense) income:
                               
(Loss) income from derivative instruments
    (1,315 )     (1,594 )     (1,380 )     (1,594 )
Interest income
    422       888       975       1,954  
Interest expense
    (11,615 )     (4,080 )     (23,402 )     (7,570 )
Income from short-term investments
    2,590       -       2,590       -  
                                 
Other (expense) income
    (9,918 )     (4,786 )     (21,217 )     (7,210 )
                                 
Net income
  $ 60,899     $ 13,721     $ 134,886     $ 33,558  
                                 
Earnings per share-basic
  $ 2.05     $ 0.54     $ 4.61     $ 1.33  
Earnings per share-diluted
  $ 2.03     $ 0.54     $ 4.58     $ 1.32  
Weighted average common shares outstanding-basic
    29,750,309       25,312,593       29,242,118       25,310,783  
Weighted average common shares outstanding-diluted
    29,957,698       25,456,413       29,436,024       25,439,043  
                                 
See accompanying notes to consolidated financial statements.
 


 
4

 

Genco Shipping & Trading Limited
Consolidated Statement of Shareholders’ Equity and Comprehensive Income (Unaudited)
For the Six Months Ended June 30, 2008
(U.S. Dollars in Thousands Except for Per Share and Share Data)


   
Common
Stock
   
Paid in
Capital
   
Retained
Earnings
   
Accumulated Other Comprehensive Income
   
Comprehensive Income
   
Total
 
Balance – January 1, 2008
  $ 290     $ 523,002     $ 79,876     $ 19,017           $ 622,185  
                                               
Net income
                    134,886             $ 134,886       134,886  
                                                 
Unrealized loss on short-term investments
                            (28,135 )     (28,135 )     (28,135 )
                                                 
Unrealized gain on currency translation on short-term investments, net
                            1,082       1,082       1,082  
                                                 
Unrealized derivative gain on cash flow hedges
                            2,385       2,385       2,385  
                                                 
Comprehensive income
                                  $ 110,218          
                                                 
Cash dividends paid ($1.85 per share)
                    (53,795 )                     (53,795 )
                                                 
Issuance of common stock 2,702,669 shares
    27       195,452                               195,479  
                                                 
Issuance of 112,500 shares of nonvested stock
    1       (1 )                             -  
                                                 
Nonvested stock amortization
            3,195                               3,195  
                                                 
Balance – June 30, 2008
  $ 318     $ 721,648     $ 160,967     $ (5,651 )           $ 877,282  
                                                 

See accompanying notes to consolidated financial statements.




 
5

 

Genco Shipping & Trading Limited
Consolidated Statement of Cash Flows for the Six Months Ended June 30, 2008 and 2007
(U.S. Dollars in Thousands)
(Unaudited)

   
For the Six Months
Ended June 30,
 
   
2008
   
2007
 
Cash flows from operating activities:
           
Net income
  $ 134,886     $ 33,558  
Adjustments to reconcile net income to net cash provided by operating activities:
               
Depreciation and amortization
    32,612       14,619  
Amortization of deferred financing costs
    342       272  
Amortization of value of time charters acquired
    (11,610 )     917  
Realized losses on forward currency contracts
    9,607       -  
Unrealized loss on derivative instruments
    68       2,910  
Unrealized gain on hedged short-term investment
    (9,894 )     -  
Unrealized loss on forward currency contract
    1,615       -  
Realized income on short-term investments
    (2,590 )     -  
Amortization of nonvested stock compensation expense
    3,195       1,171  
Gain on sale of vessel
    (26,227 )     (3,575 )
Change in assets and liabilities:
               
Increase in due from charterers
    (1,557 )     (1,410 )
Increase in prepaid expenses and other current assets
    (1,683 )     (1,842 )
Increase in accounts payable and accrued expenses
    1,600       1,212  
Increase in deferred revenue
    2,467       1,565  
Decrease in deferred rent credit
    (9 )     (10 )
Deferred drydock costs incurred
    (1,195 )     (1,847 )
Net cash provided by operating activities
    131,627       47,540  
                 
Cash flows from investing activities:
               
Purchase of vessels
    (247,140 )     (43 )
Deposits on vessels
    (80,641 )     -  
Purchase of short-term investments
    (10,250 )     (103,082 )
Payments on forward currency contracts, net
    (9,562 )     -  
Realized income on short-term investments
    2,590       -  
Proceeds from sale of vessel
    43,080       13,004  
Purchase of other fixed assets
    (77 )     (280 )
Net cash used in investing activities
    (302,000 )     (90,401 )
                 
Cash flows from financing activities:
               
Proceeds from the 2007 Credit Facility
    321,250       -  
Repayments on the 2007 Credit Facility
    (268,000 )     -  
Proceeds from the 2005 Credit Facility and Short-term Line
    -       77,000  
Repayments on the 2005 Credit Facility and Short-term Line
    -       (5,700 )
Cash dividends paid
    (53,795 )     (33,682 )
Net proceeds from issuance of common stock
    195,730       -  
Payment of deferred financing costs
    (344 )     (513 )
Net cash provided by financing activities
    194,841       37,105  
Net increase (decrease) in cash
    24,468       (5,756 )
Cash and cash equivalents at beginning of period
    71,496       73,554  
Cash and cash equivalents at end of period
  $ 95,964     $ 67,798  
                 
See accompanying notes to consolidated financial statements.
 
 

 
 
6

 

Genco Shipping & Trading Limited
 (U.S. Dollars in Thousands Except Per Share and Share Data)
 
Notes to Consolidated Financial Statements for the Three and Six Months Ended June 30, 2008 and 2007(unaudited)
 
1 - GENERAL INFORMATION
 
The accompanying consolidated financial statements include the accounts of Genco Shipping & Trading Limited (“GS&T”) and its wholly owned subsidiaries (collectively, the “Company,” “we” or “us”). The Company is engaged in the ocean transportation of drybulk cargoes worldwide through the ownership and operation of drybulk carrier vessels. GS&T was incorporated on September 27, 2004 under the laws of the Marshall Islands and is the sole owner of all of the outstanding shares of the following subsidiaries: Genco Ship Management LLC; Genco Investments LLC; and the ship-owning subsidiaries as set forth below.
 
The Company began operations on December 6, 2004 with the delivery of its first vessel.  The Company agreed to acquire a fleet of 16 drybulk carriers from an unaffiliated third party on November 19, 2004 for approximately $421,900; these vessels were delivered during 2004 and 2005.
 
 On October 14, 2005, the Company acquired the Genco Muse, a 2001 Handymax vessel, and time charter contract for a total of $34,450, which was funded entirely by the Company’s credit facility entered into on July 29, 2005 (the “2005 Credit Facility”).  On July 10, 2006, the Company acquired the Genco Acheron, the Genco Commander, and the Genco Surprise for a total purchase price of $81,250, all of which were delivered in the fourth quarter of 2006.  During February 2007, the Company completed the sale of the Genco Glory to Cloud Maritime S.A. for $13,004, net of commission.  On July 18, 2007, the Company entered into an agreement to acquire nine Capesize vessels from companies within the Metrostar Management Corporation group for a net purchase price of $1,111,000, consisting of the value of the vessels and the liability for the below market time charter contracts acquired.  On August 10 and August 13, 2007, the Company also agreed to acquire six drybulk vessels (three Supramax and three Handysize) from affiliates of Evalend Shipping Co. S.A. for a net purchase price of $336,000, consisting of the value of the vessels and the liability for the below market time charter contract acquired.
 
On August 15, 2007, the Company decided to sell the two oldest vessels in its fleet, the Genco Commander and the Genco Trader.  On September 3, 2007, the Company reached an agreement to sell the Genco Commander, a 1994-built Handymax vessel, to Dan Sung Shipping Co. Ltd. for $44,450 less a 2% brokerage commission payable to a third party.  On December 3, 2007, the Company realized a net gain of $23,472 from the sale of the vessel and received net proceeds of $43,532.  Lastly, on October 2, 2007, the Company reached an agreement to sell the Genco Trader, a 1990-built Panamax vessel, to SW Shipping Co., Ltd for $44,000 less a 2% brokerage commission payable to a third party. On February 26, 2008, the Company realized a net gain of $26,227 from the sale of the vessel and received net proceeds of $43,080.  The Genco Trader was classified as held for sale at December 31, 2007.
 
On May 9, 2008, the Company agreed to acquire three 2007 built vessels, consisting of two Panamax vessels and one Supramax vessel, from Bocimar International N.V. and Delphis N.V. for an aggregate purchase price of approximately $257,000. Additionally, on June 16, 2008 the Company agreed to acquire six drybulk newbuildings from Lambert Navigation Ltd., Northville Navigation Ltd., Providence Navigation Ltd., and Prime Bulk Navigation Ltd., for an aggregate purchase price of $530 million. Upon completion of these acquisitions and the acquisition of the remaining four Capesize vessels from companies within the Metrostar Management Corporation group, Genco's fleet will consist of 41 drybulk vessels, consisting of twelve Capesize, eight Panamax, four Supramax, six Handymax and eleven Handysize vessels, with an aggregate carrying capacity of approximately 3,516,000 dwt and an average age of 5.8 years.
 
 

 
7

 
Below is the list of the Company’s wholly owned ship-owning subsidiaries as of June 30, 2008:
 
Wholly Owned
Subsidiaries
Vessels
Acquired
dwt
Date
Delivered
Year
Built
Date Sold
           
Genco Reliance Limited
Genco Reliance
29,952
12/6/04
1999
Genco Glory Limited
Genco Glory
41,061
12/8/04
1984
2/21/07
Genco Vigour Limited
Genco Vigour
73,941
12/15/04
1999
Genco Explorer Limited
Genco Explorer
29,952
12/17/04
1999
Genco Carrier Limited
Genco Carrier
47,180
12/28/04
1998
Genco Sugar Limited
Genco Sugar
29,952
12/30/04
1998
Genco Pioneer Limited
Genco Pioneer
29,952
1/4/05
1999
Genco Progress Limited
Genco Progress
29,952
1/12/05
1999
Genco Wisdom Limited
Genco Wisdom
47,180
1/13/05
1997
Genco Success Limited
Genco Success
47,186
1/31/05
1997
Genco Beauty Limited
Genco Beauty
73,941
2/7/05
1999
Genco Knight Limited
Genco Knight
73,941
2/16/05
1999
Genco Leader Limited
Genco Leader
73,941
2/16/05
1999
Genco Marine Limited
Genco Marine
45,222
3/29/05
1996
Genco Prosperity Limited
Genco Prosperity
47,180
4/4/05
1997
Genco Trader Limited
Genco Trader
69,338
6/7/05
1990
2/26/08
Genco Muse Limited
Genco Muse
48,913
10/14/05
2001
Genco Commander Limited
Genco Commander
45,518
11/2/06
1994
12/3/07
Genco Acheron Limited
Genco Acheron
72,495
11/7/06
1999
Genco Surprise Limited
Genco Surprise
72,495
11/17/06
1998
Genco Augustus Limited
Genco Augustus
180,151
8/17/07
2007
Genco Tiberius Limited
Genco Tiberius
175,874
8/28/07
2007
Genco London Limited
Genco London
177,833
9/28/07
2007
Genco Titus Limited
Genco Titus
177,729
11/15/07
2007
Genco Challenger Limited
Genco Challenger
28,428
12/14/07
2003
Genco Charger Limited
Genco Charger
28,398
12/14/07
2005
Genco Warrior Limited
Genco Warrior
55,435
12/17/07
2005
Genco Predator Limited
Genco Predator
55,407
12/20/07
2005
Genco Hunter Limited
Genco Hunter
58,729
12/20/07
2007
Genco Champion Limited
Genco Champion
28,445
1/2/08
2006
Genco Constantine Limited
Genco Constantine
180,183
2/21/08
2008
Genco Raptor LLC
Genco Raptor
76,499
6/23/08
2007
Genco Cavalier LLC
Genco Cavalier
53,617
7/17/08
2007
Genco Thunder LLC
Genco Thunder
76,499
Q4 2008 (1)
2007
Genco Hadrian Limited
Genco Hadrian
170,500
Q4 2008 (1)
2008 (2)
Genco Commodus Limited
Genco Commodus
170,500
Q2 2009 (1)
2009 (2)
Genco Maximus Limited
Genco Maximus
170,500
Q2 2009 (1)
2009 (2)
Genco Claudius Limited
Genco Claudius
170,500
Q3 2009 (1)
2009 (2)
Genco Aurelius Limited
Genco Aurelius
170,500
Q2 2009 (1)
2009 (2)
Genco Julian Limited
Genco Julian
170,500
Q3 2009 (1)
2009 (2)
Genco Valerian Limited
Genco Valerian
170,500
Q4 2009 (1)
2009 (2)
Genco Eagle Limited
Genco Eagle
32,000
Q4 2008 (1)
2008 (2)
Genco Falcon Limited
Genco Falcon
32,000
Q4 2008 (1)
2008 (2)
Genco Hawk Limited
Genco Hawk
32,000
Q1 2009 (1)
2009 (2)
           
(1) Dates for vessels being delivered in the future are estimates based on guidance received from the sellers and/or the respective shipyards.
 
(2) Built dates for vessels delivering in the future are estimates based on guidance received from the sellers and respective shipyards.
 
 
 
8


 
Prior to its initial public offering, GS&T was 100% owned by Fleet Acquisition LLC, a limited liability company organized on November 3, 2004 under the laws of the Marshall Islands.  Fleet Acquisition LLC was owned approximately 65.65% by OCM Principal Opportunities III Fund, L.P. and OCM Principal Opportunities Fund IIIA, L.P., collectively, (“Oaktree”) of which Oaktree Management LLC is the General Partner, approximately 26.57% by Peter Georgiopoulos, and 7.78% by others.  On April 14, 2006, Fleet Acquisition LLC distributed 1,050,210 shares to certain of its members, and on December 15, 2006, Fleet Acquisition LLC distributed 3,587,361 shares to Peter Georgiopoulos, our Chairman.  As a result, at December 31, 2006, Oaktree beneficially owned approximately 34.75% of the Company through Fleet Acquisition, LLC and Peter Georgiopoulos beneficially owned approximately 14.08%.

              In January 2007, we filed a registration statement on Form S-3 with the Securities and Exchange Commission (the "SEC") to register possible future offerings, including possible resales by Fleet Acquisition LLC. That registration statement, as amended, was declared effective by the SEC on February 7, 2007.  Fleet Acquisition LLC utilized that registration statement to conduct an underwritten offering of 4,830,000 shares it owned, including an over-allotment option granted to underwriters for 630,000 shares which the underwriters exercised in full.  Following completion of that offering, Fleet Acquisition LLC owned 15.80% of our common stock.   During October 2007, the Company closed on an equity offering of 3,358,209 shares of Genco common stock (with the exercise of the underwriters' over-allotment option) at an offering price of $67 per share.  The Company received net proceeds of $213,871 after deducting underwriters' fees and expenses.  On October 5, 2007, the Company utilized $214,000 including these proceeds to repay outstanding borrowings under the 2007 Credit Facility.  Additionally, in the same offering, Fleet Acquisition LLC sold 1,076,291 shares (with the exercise of the underwriters' over-allotment option) at the same offering price of $67 per share.  The Company did not receive any proceeds from the common stock sold by Fleet Acquisition LLC.

On January 10, 2008, the Board of Directors approved a grant of 100,000 nonvested common stock to Peter Georgiopoulos, Chairman of the Board. This grant vests ratably on each of the ten anniversaries of the determined vesting date beginning with November 15, 2008.  On March 10, 2008, Fleet Acquisition LLC distributed 2,512,532 shares of the Company's common stock to OCM Fleet Acquisition LLC, as a member thereof, pursuant to an agreement among Fleet Acquisition LLC's members. In connection with this distribution, Mr. Georgiopoulos became the sole member of the Management Committee of Fleet Acquisition LLC, which currently retains 443,606 shares of the Company's common stock of which Mr. Georgiopoulos may be deemed to be the beneficial owner.

Lastly, during May 2008, the Company closed on an equity offering of 2,702,669 shares of Genco common stock at an offering price of $75.47 per share.  The Company received net proceeds of $195,479 after deducting underwriters' fees and expenses.  On May 28, 2008, the Company utilized $195,000 of these proceeds to repay outstanding borrowings under the 2007 Credit Facility.  Additionally, in the same offering, OCM Fleet Acquisition LLC sold 1,000,000 shares at the same offering price of $75.47 per share.  The Company did not receive any proceeds from the common stock sold by OCM Fleet Acquisition LLC. As a result of the foregoing transactions, Mr. Georgiopoulos may be deemed to beneficially own 13.01% of our common stock (including shares held through Fleet Acquisition LLC), and OCM Fleet Acquisition LLC may be deemed to beneficially own 4.76% of our common stock.

2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
Principles of consolidation
 
The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”), which include the accounts of Genco Shipping & Trading Limited and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.
 
Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and, therefore, do not include all information and footnotes necessary for a fair presentation of financial position, results of operations and cash flows in conformity with accounting principles generally accepted in the United States of America. However, in the opinion of the management of the Company, all
 
 
 
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adjustments necessary for a fair presentation of financial position and operating results have been included in the statements. Interim results are not necessarily indicative of results for a full year. Reference is made to the December 31, 2007 consolidated financial statements of Genco Shipping & Trading Ltd. contained in its Annual Report on Form 10-K for the year ended December 31, 2007.

Business geographics
 
The Company’s vessels regularly move between countries in international waters, over hundreds of trade routes and, as a result, the disclosure of geographic information is impracticable.
 
Vessel acquisitions
 
When the Company enters into an acquisition transaction, it determines whether the acquisition transaction was the purchase of an asset or a business based on the facts and circumstances of the transaction.  As is customary in the shipping industry, the purchase of a vessel is normally treated as a purchase of an asset as the historical operating data for the vessel is not reviewed nor is material to our decision to make such acquisition.
 
When a vessel is acquired with an existing time charter, the Company allocates the purchase price of the vessel and the time charter based on, among other things, vessel market valuations and the present value (using an interest rate which reflects the risks associated with the acquired charters) of the difference between (i) the contractual amounts to be paid pursuant to the charter terms and (ii) management's estimate of the fair market charter rate, measured over a period equal to the remaining term of the charter.  The capitalized above-market (assets) and below-market (liabilities) charters are amortized as a reduction or increase, respectively, to voyage revenues over the remaining term of the charter.

Segment reporting
 
The Company reports financial information and evaluates its operations by charter revenues and not by the length of ship employment for its customers, i.e., spot or time charters. The Company does not use discrete financial information to evaluate the operating results for different types of charters. Although revenue can be identified for these types of charters, management cannot and does not separately identify expenses, profitability or other financial information for these charters. As a result, management, including the chief operating decision maker, reviews operating results solely by revenue per day and operating results of the fleet and thus, the Company has determined that it operates under one reportable segment. Furthermore, when the Company charters a vessel to a charterer, the charterer is free to trade the vessel worldwide and, as a result, the disclosure of geographic information is impracticable.
 
Revenue and voyage expense recognition
 
Revenues are generated from time charters. A time charter involves placing a vessel at the charterer’s disposal for a set period of time during which the charterer may use the vessel in return for the payment by the charterer of a specified daily hire rate. In 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. There are certain other non-specified voyage expenses such as commissions which are borne by the Company.
 
The Company records time charter revenues over the term of the charter as service is provided. Revenues are recognized on a straight-line basis as the average revenue over the term of the respective time charter agreement.  The Company recognizes vessel operating expenses when incurred.
 
Due from charterers, net
 
Due from charterers, net includes accounts receivable from charters net of the provision for doubtful accounts. At each balance sheet date, the Company provides for the provision based on a review of all outstanding charter receivables. Included in the standard time charter contracts with our customers are certain performance parameters, which if not met can result in customer claims.  As of June 30, 2008, we had a reserve of $160 against
 
 
 
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due from charterers balance, and at December 31, 2007, we had no reserve against due from charterers balance. As of June 30, 2008 and December 31, 2007, the Company had a reserve of $935 and $734, respectively in deferred revenue, each of which is associated with estimated customer claims against the Company including time charter performance issues.

Revenue is based on contracted charterparties and, although the Company's business is with customers whom the Company believes to be of the highest standard, there is always the possibility of dispute over terms and payment of hires and freights. In particular, disagreements may arise as to the responsibility for lost time and revenue due to the Company as a result. Accordingly, the Company periodically assesses the recoverability of amounts outstanding and estimates a provision if there is a possibility of non-recoverability. Although the Company believes its provisions to be reasonable at the time they are made, it is possible that an amount under dispute is not ultimately recovered and the estimated provision for doubtful accounts is inadequate.

Vessel operating expenses
 
Vessel operating expenses include crew wages and related costs, the cost of insurance, expenses relating to repairs and maintenance, the cost of spares and consumable stores, and other miscellaneous expenses. Vessel operating expenses are recognized when incurred.
 
Vessels, net
 
Vessels, net are stated at cost less accumulated depreciation. Included in vessel costs are acquisition costs directly attributable to the acquisition of a vessel and expenditures made to prepare the vessel for its initial voyage.  The Company also considers interest costs for a vessel under construction as a cost which is directly attributable to the acquisition of a vessel.  Vessels are depreciated on a straight-line basis over their estimated useful lives, determined to be 25 years from the date of initial delivery from the shipyard.  Depreciation expense for vessels for the three months ended June 30, 2008 and 2007 was $16,339, and $6,988, respectively.  Depreciation expense for vessels for the six months ended June 30, 2008 and 2007 was $31,815, and $13,900 respectively.
 
Depreciation expense is calculated based on cost less the estimated residual scrap value. The costs of significant replacements, renewals and betterments are capitalized and depreciated over the shorter of the vessel’s remaining estimated useful life or the estimated life of the renewal or betterment. Undepreciated cost of any asset component being replaced that was acquired after the initial vessel purchase is written off as a component of vessel operating expense. Expenditures for routine maintenance and repairs are expensed as incurred. Scrap value is estimated by the Company by taking the cost of steel times the weight of the ship noted in lightweight tons (lwt). At June 30, 2008 and 2007, the Company estimated the residual value of vessels to be $175/lwt.
 
Fixed assets, net
 
Fixed assets, net are stated at cost less accumulated depreciation and amortization.  Depreciation and amortization are based on a straight-line basis over the estimated useful life of the specific asset placed in service.  The following table is used in determining the estimated useful lives:
 
Description                                                              Useful lives
 
Leasehold improvements                                                            15 years
Furniture, fixtures & other equipment                                        5 years
Vessel equipment                                                                       2-5 years
Computer equipment                                                                     3 years

Depreciation expense for fixed assets for the three months ended June 30, 2008 and 2007 was $101, and $99, respectively.  Depreciation expense for fixed assets for the six months ended June 30, 2008 and 2007 was $203, and $190, respectively.

 

 
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Deferred drydocking costs
 
The Company’s vessels are required to be drydocked approximately every 30 to 60 months for major repairs and maintenance that cannot be performed while the vessels are operating. The Company capitalizes the costs associated with the drydockings as they occur and depreciates these costs on a straight-line basis over the period between drydockings. Costs capitalized as part of a vessel’s drydocking include actual costs incurred at the drydocking yard; cost of parts that are reasonably made in anticipation of reducing the duration or cost of the drydocking; cost of travel, lodging and subsistence of personnel sent to the drydocking site to supervise; and the cost of hiring a third party to oversee the drydocking.  Depreciation expense for drydocking for the three months ended June 30, 2008 and 2007 was $309, and $345, respectively.  Depreciation expense for drydocking for the six months ended June 30, 2008 and 2007 was $594, and $528, respectively.
 
Inventory
 
Inventory consists of lubricants and bunkers (fuel) which are stated at the lower of cost or market. Cost is determined by the first-in, first-out method.
 
Impairment of long-lived assets
 
The Company follows the Financial Accounting Standards Board (“FASB”) Statement of Financial Accounting Standards (“SFAS”) No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, which requires impairment losses to be recorded on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than their carrying amounts. In the evaluation of the fair value and future benefits of long-lived assets, the Company performs an analysis of the anticipated undiscounted future net cash flows of the related long-lived assets. If the carrying value of the related asset exceeds the undiscounted cash flows, the carrying value is reduced to its fair value. Various factors including anticipated future charter rates, estimated scrap values, future drydocking costs and estimated vessel operating costs, are included in this analysis.
 
For the three and six months ended June 30, 2008 and 2007, no impairment charges were recorded, based on the analysis described above.
 
Deferred financing costs
 
Deferred financing costs, included in other assets, consist of fees, commissions and legal expenses associated with obtaining loan facilities. These costs are amortized over the life of the related debt, and are included in interest expense.
 
Cash and cash equivalents
 
The Company considers highly liquid investments such as time deposits and certificates of deposit with an original maturity of three months or less to be cash equivalents.
 
Short-term investments
 
The Company holds an investment in the capital stock of Jinhui Shipping and Transportation Limited (“Jinhui”).  Jinhui is a drybulk shipping owner and operator focused on the Supramax segment of drybulk shipping.  This investment is designated as Available For Sale (“AFS”) and is reported at fair value, with unrealized gains and losses recorded in shareholders’ equity as a component of other comprehensive income (“OCI”).  Effective August 16, 2007, the Company has elected hedge accounting for forward currency contracts in place associated with the cost basis of the Jinhui shares.  However, the hedge is limited to the lower of the cost basis or the market value at time of designation.  Therefore, the unrealized currency gain or loss associated with the hedged portion or the cost basis in the Jinhui shares is now reflected in the income statement as income or (loss) from derivative instruments to offset the gain or loss associated with these forward currency contracts.  The cost of securities when sold is based on the specific identification method.  Realized gains and losses on the sale of these securities will be reflected in the consolidated statement of operations in other (expense) income.  Additionally, the realized gain or loss on the
 
 
 
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forward currency contracts is reflected in the Consolidated Statement of Cash Flows as an investing activity and is reflected in the caption Payments on forward currency contracts, net.

Short-term investments are reviewed periodically to identify possible other-than-temporary impairment.  When evaluating the investments, the Company reviews factors such as the length of time and extent to which fair value has been below the cost basis, the financial condition of the issuer, the underlying net asset value of the issuers assets and liabilities, and the Company’s ability and intent to hold the investment for a period of time which may be sufficient for anticipated recovery in market value.  Should the decline in the value of any investment be deemed to be other-than-temporary, the investment basis would be written down to fair market value, and the write-down would be recorded to earnings as a loss.
 
Income taxes
 
Pursuant to Section 883 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), qualified income derived from the international operations of ships is excluded from gross income and exempt from U.S. federal income tax if a company engaged in the international operation of ships meets certain requirements. Among other things, in order to qualify, the company must be incorporated in a country which grants an equivalent exemption to U.S. corporations and must satisfy certain qualified ownership requirements.

The Company is incorporated in the Marshall Islands. Pursuant to the income tax laws of the Marshall Islands, the Company is not subject to Marshall Islands income tax. The Marshall Islands has been officially recognized by the Internal Revenue Service as a qualified foreign country that currently grants the requisite equivalent exemption from tax.

Based on the publicly traded requirement of the Section 883 regulations as described in the next paragraph, we believe that the Company qualified for exemption from income tax for 2007.

In order to meet the publicly traded requirement, our stock must be treated as being primarily and regularly traded for more than half the days of any such year. Under the Section 883 regulations, our qualification for the publicly traded requirement may be jeopardized if shareholders of our common stock that own five percent or more of our stock (“5% shareholders”) own, in the aggregate, 50% or more of our common stock for more than half the days of the year.   We believe that during 2007, the combined ownership of our 5% shareholders did not equal 50% or more of our common stock for more than half the days of 2007. However if our 5% shareholders were to increase their ownership to 50% or more of our common stock for more than half the days of 2008 or any future taxable year, we would not be eligible to claim exemption from tax under Section 883 for that taxable year. We can therefore give no assurance that changes and shifts in the ownership of our stock by 5% shareholders will not preclude us from qualifying for exemption from tax in 2008 or in future years.

If the Company does not qualify for the exemption from tax under Section 883, it would be subject to a 4% tax on the gross “shipping income” (without the allowance for any deductions) that is treated as derived from sources within the United States or “United States source shipping income.” For these purposes, “shipping income” means any income that is derived from the use of vessels, from the hiring or leasing of vessels for use, or from the performance of services directly related to those uses; and “United States source shipping income” includes 50% of shipping income that is attributable to transportation that begins or ends, but that does not both begin and end, in the United States.
 
Deferred revenue
 
Deferred revenue primarily relates to cash received from charterers prior to it being earned. These amounts are recognized as income when earned.  Additionally, deferred revenue includes estimated customer claims mainly due to time charter performance issues.

Comprehensive income
 
The Company follows SFAS No. 130 “Reporting Comprehensive Income,” which establishes standards for reporting and displaying comprehensive income and its components in financial statements.  Comprehensive income
 
 
 
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is comprised of net income and amounts related to the adoption of SFAS No. 133 “Accounting for Derivative Instruments and Hedging Activities” as well as unrealized gains or losses associated with the Company’s short-term investments.
 
Nonvested stock awards
 
In 2006, the Company adopted SFAS No. 123R, Share-Based Payment, for nonvested stock issued under its equity incentive plan.  Adoption of this new accounting policy did not change the method of accounting for nonvested stock awards.  However, deferred compensation costs from nonvested stock have been classified as a component of paid-in capital as required by SFAS No. 123R.
 
Accounting estimates
 
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include vessel and drydock valuations, the valuation of amounts due from charterers, performance claims, and fair value of derivative instruments. Actual results could differ from those estimates.
 
Concentration of credit risk
 
Financial instruments that potentially subject the Company to concentrations of credit risk are amounts due from charterers. With respect to amounts due from charterers, the Company attempts to limit its credit risk by performing ongoing credit evaluations and, when deemed necessary, requiring letters of credit, guarantees or collateral.  Although the Company earned 100% of revenues from fifteen and thirteen customers, for the three months ended June 30, 2008 and 2007, respectively, and 100% of revenues from seventeen and sixteen customers, respectively, for the six months ended June 30, 2008 and 2007, management does not believe significant risk exists in connection with the Company’s concentrations of credit at June 30, 2008 and December 31, 2007.
 
For the three months ended June 30, 2008 there are two customers that individually accounted for more than 10% of revenue, which represented 32.80% and 14.30% of revenue, respectively.   For the three months ended June 30, 2007 there are four customers that individually accounted for more than 10% of revenue, which represented 16.31%, 11.67%, 10.97% and 10.09% of revenue, respectively.
 
For the six months ended June 30, 2008 there are two customers that individually accounted for more than 10% of revenue, which represented 30.36%, and 15.58% of revenue, respectively.  The six months ended June 30, 2007 there are three customers that individually accounted for more than 10% of revenue, which represented 16.04%, 11.97%, and 10.41% of revenue, respectively.
 
Fair value of financial instruments
 
The estimated fair values of the Company’s financial instruments such as amounts due to / due from charterers, and accounts payable approximate their individual carrying amounts as of June 30, 2008 and December 31, 2007 due to their short-term maturity or the variable-rate nature of the respective borrowings under the credit facility.

The fair value of the interest rate swaps and forward currency contracts (used for purposes other than trading) is the estimated amount the Company would receive to terminate these agreements at the reporting date, taking into account current interest rates and the creditworthiness of the counterparty for assets and creditworthiness of the Company for liabilities.  See Note 10 - Fair Value of Financial Instruments for additional disclosure on the fair values of long term debt, derivative instruments, and available-for-sale securities.

The Company adopted SFAS No. 157, Fair Value Measurements (“SFAS No. 157”) in the first quarter of 2007, which did not have a material impact on the financial statements of the Company.
 
 
 
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Derivative financial instruments
 
Interest rate risk management
 
The Company is exposed to the impact of interest rate changes.  The Company’s objective is to manage the impact of interest rate changes on its earnings and cash flow in relation to borrowings primarily for the purpose of acquiring drybulk vessels.  These borrowings are subject to a variable borrowing rate. The Company uses pay-fixed receive-variable interest rate swaps to manage future interest costs and the risk associated with changing interest rate obligations.  These swaps are designated as cash flow hedges of future variable rate interest payments and are tested for effectiveness on a quarterly basis.
 
 The differential to be paid or received for the effectively hedged portion of any swap agreement is recognized as an adjustment to interest expense as incurred.  Additionally, the changes in value for the portion of the swaps that are effectively hedging future interest payments are reflected as a component of OCI.

For the portion of the forward interest rate swaps that are not effectively hedged, the change in the value and the rate differential to be paid or received is recognized as income or (expense) from derivative instruments and is listed as a component of other (expense) income until such time the Company has obligations against which the swap is designated and is an effective hedge.

Currency risk management

The Company currently holds an investment in Jinhui shares that are traded on the Oslo Stock Exchange located in Norway, and as such, the Company is exposed to the impact of exchange rate changes on this available-for-sale security denominated in Norwegian Kroner.  The Company’s objective is to manage the impact of exchange rate changes on its earnings and cash flows in relation to its cost basis associated with its short-term investments. The Company uses foreign currency forward contracts to protect its original investment from changing exchange rates.

The change in the value of the forward currency contracts is recognized as income or (expense) from derivative instruments and is listed as a component of other (expense) income.  Effective August 16, 2007, the Company elected to utilize fair value hedge accounting for these instruments whereby the change in the value in the forward contracts continues to be recognized as income or (expense) from derivative instruments and is listed as a component of other (expense) income.  Fair value hedge accounting then accelerates the recognition of the effective portion of the currency translation gain or (loss) on the Available for Sale Security from August 16, 2007 from OCI into income or (expense) from derivative instruments and is listed as a component of other (expense) income.  Time value of the forward contracts are excluded from effectiveness testing and recognized currently in income.

New accounting pronouncements
 
In September 2006, FASB issued SFAS No.157, “Fair Value Measurements” which enhances existing guidance for measuring assets and liabilities using fair value. Previously, guidance for applying fair value was incorporated in several accounting pronouncements.  The new statement provides a single definition of fair value, together with a framework for measuring it, and requires additional disclosure about the use of fair value to measure assets and liabilities.  While the statement does not add any new fair value measurements, it does change current practice. One such change is a requirement to adjust the value of nonvested stock for the effect of the restriction even if the restriction lapses within one year.

Additionally, in February 2008, the FASB issued FASB Staff Position (“FSP”) 157-2, which delays the effective date of SFAS No. 157 to fiscal years beginning after November 15, 2008 and interim periods with those fiscal years for all nonfinancial assets and liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually) until January 1, 2009 for calendar year end entities. The Company has already adopted this Statement except as it applies to nonfinancial assets and liabilities as noted in FSP 157-2. The partial adoption of SFAS No. 157 did not have a significant impact on its consolidated results of operations or financial position. The Company is currently evaluating the effect that the adoption of SFAS No. 157, as it relates to nonfinancial assets and liabilities, will have on its consolidated results of operations or financial position.
 
 
 
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In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities” (“SFAS No. 159”).  Under this statement, the Company may elect to report financial instruments and certain other items at fair value on a contract-by-contract basis with changes in value reported in earnings.  This election is irrevocable.  SFAS No. 159 is effective for the Company commencing in 2008.  Early adoption within 120 days of the beginning of the year was permissible, provided the Company had adopted SFAS No. 157.  The Company adopted SFAS 159 on January 1, 2008 and elected not to report financial instruments and certain other items at fair value on a contract-by-contract basis with changes in value reported in earnings.

In December 2007, the FASB issued SFAS No. 141 (Revised 2007), “Business Combinations” (“SFAS No. 141R”). SFAS No. 141R will significantly change the accounting for business combinations. Under SFAS No. 141R, an acquiring entity will be required to recognize all the assets acquired and liabilities assumed in a transaction at the acquisition-date fair value, with limited exceptions. SFAS No. 141R also includes a substantial number of new disclosure requirements and applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. As the provisions of SFAS No. 141R are applied prospectively, the impact to the Company cannot be determined until any such transactions occur.

In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities, an amendment of FASB statement 133” (“SFAS No. 161”). The new standard is intended to improve financial reporting about derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity’s financial position, results of operations and cash flows. The new standard also improves transparency about how and why a company uses derivative instruments and how derivative instruments and related hedged items are accounted for under SFAS No. 133. It is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged.  The Company’s management is currently assessing the new disclosure requirements required by SFAS 161.

3 - CASH FLOW INFORMATION
 
The Company currently has nine interest rate swaps, and these swaps are described and discussed in Note 8. The fair value of eight of the swaps is in a liability position of $19,719 and one of the swaps is in an asset position of $997 as of June 30, 2008.  At December 31, 2007, the swaps were in a liability position of $21,039.

For the six months ended June 30, 2008, the Company had non-cash investing activities not included in the Consolidated Statement of Cash Flows for items included in accounts payable and accrued expenses consisting of $92 for the purchase of vessels, $491 associated with deposits on vessels, $51 for the purchase of short-term investments, $98 associated with deferred financing costs, and $251 for expenses associated with issuance of common stock in May 2008, which are not reflected in net proceeds of such issuance at June 30, 2008.  Additionally, for the six months ended June 30, 2008, the Company had items in prepaid expenses and other current assets consisting of $1,460 which reduced the deposits on vessels. The Company had non-cash investing activities not included in the Consolidated Statement of Cash Flows for items included in accounts payable and accrued expenses for the purchase of fixed assets of approximately $14 for the six months ended June 30, 2007.
 
For the six months ended June 30, 2008, the Company made a non-cash reclassification of $30,335 from deposits on vessels to vessels net of accumulated depreciation due to the completion of the purchase of the Genco Champion and Genco Constantine.

During the six months ended June 30, 2008, the cash paid for interest, including interest amounts capitalized was $26,733.  During the six months ended June 30, 2007, the cash paid for interest was $6,302 and no interest costs were capitalized.

 On January 10, 2008 the Board of Directors approved a grant of 100,000 shares of nonvested common stock to Peter Georgiopoulos, Chairman of the Board.  The fair value of such nonvested stock was $4,191 on the grant date and was recorded in equity.  Additionally, on February 13, 2008, the Company made grants of nonvested common stock under the Plan in the amount of 12,500 shares to directors of the Company. The fair value of such nonvested
 
 
 
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stock was $689 on the grant date and was recorded in equity.

On February 8, 2007 the Company granted nonvested stock to certain directors and employees. The fair value of such nonvested stock was $494 on the grant date and was recorded in equity.  Additionally, during January 2007, nonvested stock forfeited amounted to $54 for shares granted in 2005 and is recorded in equity.  Lastly, during May 2007, nonvested stock forfeited amounted to $88 for shares granted in 2006 and 2005 and is recorded in equity.

4 - VESSEL ACQUISITIONS AND DISPOSITIONS
 
On June 16, 2008 the Company agreed to acquire six drybulk newbuildings from Lambert Navigation Ltd., Northville Navigation Ltd., Providence Navigation Ltd., and Prime Bulk Navigation Ltd., for an aggregate purchase price of $530,000.  Additionally, on May 9, 2008, the Company agreed to acquire three 2007 built vessels, consisting of two Panamax vessels and one Supramax vessel, from Bocimar International N.V. and Delphis N.V for an aggregate purchase price of approximately $257,000.  Upon completion of these  acquisitions and the acquisition of the remaining four Capesize vessels from companies within the Metrostar Management Corporation group, Genco's fleet will consist of 41 drybulk vessels, consisting of twelve Capesize, eight Panamax, four Supramax, six Handymax and eleven Handysize vessels, with an aggregate carrying capacity of approximately 3,516,000 dwt and an average age of  5.8 years.

On February 26, 2008, the Company completed the sale of the Genco Trader.  The Company realized a net gain of approximately $26,227 and had net proceeds of $43,080 from the sale of the vessel in the first quarter of 2008.  The Company had previously reached an agreement, on October 2, 2007, to sell the Genco Trader, a 1990-built Panamax vessel, to SW Shipping Co., Ltd for $44,000 less a 2% brokerage commission payable to a third party.  The Genco Trader was classified as held for sale at December 31, 2007 in the amount of $16,857.

On February 21, 2008, the Company completed the acquisition of the Genco Constantine, a 2008 built Capesize vessel from companies within the Metrostar Management Corporation group.  The remaining four Capesize vessels are expected to be built, and subsequently delivered to Genco, between the fourth quarter of 2008 and the third quarter of 2009.  In July 2007, the Company entered into an agreement to acquire nine Capesize vessels from companies within the Metrostar Management Corporation group for a net purchase price of $1,111,000, consisting of the value of the vessels and the liability for the below market time charter contracts acquired.  As of December 31, 2007, four of the nine Capesize vessels, the Genco Augustus, Genco Tiberius, Genco London, and Genco Titus, all 2007 built vessels, had been delivered to Genco.

On January 2, 2008, the Company completed the acquisition of the Genco Champion, the last vessel acquired from affiliates of Evalend Shipping Co. S.A. On August 10 and August 13, 2007, the Company had agreed to acquire six drybulk vessels (three Supramax and three Handysize) from affiliates of Evalend Shipping Co. S.A. for a net purchase price of $336,000, consisting of the value of the vessels and the liability for the below market time charter contract acquired.  As of December 31, 2007, the Company had completed the acquisition of five of the vessels, the Genco Predator, Genco Warrior, Genco Hunter, Genco Charger, and Genco Challenger.

On February 21, 2007, the Genco Glory was sold to Cloud Maritime S.A. for $13,004 net of a brokerage commission paid to WeberCompass (Hellas) S.A.  Based on the selling price and the net book value of the vessel, the Company recorded a gain of $3,575 during the quarter ended March 31, 2007.

On October 14, 2005, the Company took delivery of the Genco Muse, a 48,913 dwt Handymax drybulk carrier and the results of its operations is included in the consolidated results of the Company after that date. The vessel is a 2001 Japanese-built vessel. The total purchase price of the vessel was $34,450. The purchase price included the assumption of an existing time charter with Qatar Navigation QSC at a rate of $26.5 per day. Due to the above market rate of the existing time charter at the time of the acquisition, the Company capitalized $3,492 of the purchase price as an asset which was amortized as a reduction of voyage revenues through September 2007 (the remaining term of the charter).

Below and above market time charters acquired were amortized as an (increase) or decrease to revenue in the amounts of ($4,761) and $461, respectively, for the three months ended June 30, 2008 and June 30, 2007.  
 
 
 
17

 
 
Below and above market time charters acquired were amortized as an (increase) or decrease to revenue in the amounts of ($11,610) and $917, respectively, for the six months ended June 30, 2008 and June 30, 2007.

Capitalized interest associated with the new building contracts acquired for the three months ended June 30, 2008 and 2007 were $492 and $0, respectively.   Capitalized interest associated with the new building contracts acquired for the six months ended June 30, 2008 and 2007 were $1,249 and $0, respectively.

See Note 1 for discussion on the initial acquisition of our initial 16 drybulk carriers and details of other acquisitions.

The purchase and sale of the aforementioned vessels is consistent with the Company's strategy of selectively expanding the number and maintaining the high-quality vessels in the fleet.

5 SHORT-TERM INVESTMENTS

At June 30, 2008 and December 31, 2007, the Company holds an investment of 16,335,100 and 15,439,800 shares of Jinhui capital stock, respectively, which is recorded at the fair value of $158,952 and $167,524, respectively based on the closing price on June 30, 2008 and December 28, 2007 (the last trading date on the Oslo exchange in 2007) of 49.50 NOK and 59.00 NOK, respectively.  The unrealized gain due to the appreciation of stock and currency translation gain at June 30, 2008 is $10,404 and $22,681; respectively.  The unrealized gain due to the appreciation of stock and currency translation gain December 31, 2007 was $38,540 and $11,705, respectively.   The unrealized currency translation gain for any unhedged portion at June 30, 2008 and December 31, 2007 is $2,627 and $1,545, respectively and is recorded as a component of OCI since this investment is designated as an AFS security.  Effective on August 16, 2007, the Company elected to utilize hedge accounting for forward contracts hedging the currency risk associated with the Norwegian Kroner cost basis in the Jinhui stock.  The hedge is limited to the lower of the cost basis or the market value at time of the designation.  For the three months ended June 30, 2008, fair value hedge accounting resulted in recognizing both an unrealized currency translation gain of $1,962 on the stock basis and offsetting losses on the hedged forward contracts.  For the three months ended June 30, 2007, the Company did not utilize fair value hedge accounting.  For the six months ended June 30, 2008, fair value hedge accounting resulted in recognizing both an unrealized currency translation gain of $10,976 on the stock basis and offsetting losses on the hedged forward contracts.  For the six months ended June 30, 2007, the Company did not utilize fair value hedge accounting. The unrealized appreciation in the stock and the currency translation gain above the cost basis are recorded as a component of OCI.  Realized gains and losses on the sale of these securities will be reflected in the consolidated statement of operations in other (expense) or income once sold.  Time value of the forward contracts are excluded from effectiveness testing and recognized currently in income.  For the six months ended  June 30, 2008 and June 30, 2007, an immaterial amount was recognized in income or (expense) from derivative instruments associated with excluded time value and ineffectiveness.
 
At June 30, 2008, the Company had one short-term forward currency contract to hedge the Company’s exposure to the Norwegian Kroner related to the cost basis of Jinhui stock as described above.  The forward currency contract for a notional amount of 739.2 million NOK (Norwegian Kroner) or $142,378, matured on July 21, 2008. At December 31, 2007, the Company had one short-term forward currency contract to hedge the Company’s exposure to the Norwegian Kroner related to the cost basis of Jinhui stock as described above.  The forward currency contract for a notional amount of 685.1 million NOK (Norwegian Kroner) or $124,557, matured on January 17, 2008. As forward contracts expire, the Company continues to enter into new forward currency contracts for the cost basis of the Short-term investment, excluding commissions.  However, the hedge is limited to the lower of the cost basis or the market value at time of designation.  As of July 17, 2008, the Company has a forward currency contract for the notional amount of 739.2 million NOK for $144,947.  For the three months ended June 30, 2008 and June 30, 2007, the net losses (realized and unrealized) of $1,200 and $1,910, respectively, related to the forward currency contracts and to the hedged translations gain on the cost basis of the Jinhui stock are reflected as (loss) income from derivative instruments and are included as a component of other expense.  For the six months ended June 30, 2008 and June 30, 2007, the net losses (realized and unrealized) of $1,283 and $1,910, respectively,  related to the forward currency contracts and to the hedged translations gain on the cost basis of the Jinhui stock are reflected as (loss) income from derivative instruments and are included as a component of other expense. The short-term liability associated with the forward currency contract at June 30, 2008 and December 31, 2007 is $3,063, and $1,448, respectively, and is presented as the fair value of derivatives on the balance sheet.  The loss associated with these respective liabilities is included as a component of (loss) income from derivative
 
 
 
18

 
 
instruments and is offset by a reclassification from OCI for the hedged portion of the currency gain (loss) on short-term investments.

6 - EARNINGS PER COMMON SHARE
 
The computation of basic earnings (loss) per share is based on the weighted average number of common shares outstanding during the year. The computation of diluted earnings (loss) per share assumes the vesting of nonvested stock awards (see Note 18), for which the assumed proceeds upon grant are deemed to be the amount of compensation cost attributable to future services and not yet recognized using the treasury stock method, to the extent dilutive. For the three and six months ended June 30, 2008 and 2007, the restricted stock grants are dilutive. 
 
The components of the denominator for the calculation of basic earnings per share and diluted earnings per share are as follows:
 
   
Three Months Ended
June 30,
   
Six Months Ended
June 30,
 
   
2008
   
2007
   
2008
   
2007
 
                         
Common shares outstanding, basic:
                       
Weighted average common shares outstanding, basic
    29,750,309       25,312,593       29,242,118       25,310,783  
                                 
Common shares outstanding, diluted:
                               
Weighted average common shares outstanding, basic
    29,750,309       25,312,593       29,242,118       25,310,783  
                                 
Weighted average restricted stock awards
    207,389       143,820       193,906       128,260  
                                 
Weighted average common shares outstanding, diluted
    29,957,698       25,456,413       29,436,024       25,439,043  

On February 13, 2008, our board of directors approved a share repurchase program for up to a total of $50,000 of the Company's common stock.  The board will review the program after 12 months.  Share repurchases will be made from time to time for cash in open market transactions at prevailing market prices or in privately negotiated transactions. The timing and amount of purchases under the program will be determined by management based upon market conditions and other factors.  Purchases may be made pursuant to a program adopted under Rule 10b5-1 under the Securities Exchange Act. The program does not require the Company to purchase any specific number or amount of shares and may be suspended or reinstated at any time in the Company's discretion and without notice. Repurchases will be subject to restrictions under the 2007 Credit Facility.  The 2007 Credit Facility was amended as of February 13, 2008 to permit the share repurchase program and provide that the dollar amount of shares repurchased is counted toward the maximum dollar amount of dividends that may be paid in any fiscal quarter.  No such purchases have been made through June 30, 2008.

7 - RELATED PARTY TRANSACTIONS
 
The following are related party transactions not disclosed elsewhere in these financial statements:
 
In June 2006, the Company made an employee performing internal audit services available to General Maritime Corporation (“GMC”), where the Company’s Chairman, Peter C. Georgiopoulos, also serves as Chairman of the Board, Chief Executive Officer and President.   For the six months ended June 30, 2008 and 2007, the Company invoiced $65 and $64, respectively, to GMC for the time associated with such internal audit services.  Additionally, during the six months ended June 30, 2008 and 2007, the Company incurred travel and other related expenditures totaling $156 and $69, respectively, reimbursable to GMC or its service provider.   For the six months ended June 30, 2008 approximately, $9 of these travel expenditures were paid from the gross proceeds received from the May 2008 equity offering and as such were included in the determination of net proceeds.  At June 30, 2008, the amount due the Company is $4, and at December 31, 2007, the amount due GMC from the Company is $69.
 
 
 
19

 
 
During the six months ended June 30, 2008 and 2007, the Company incurred legal services aggregating $61 and $29 from Constantine Georgiopoulos, father of Peter C. Georgiopoulos, Chairman of the Board. At June 30, 2008 and December 31, 2007, $42 and $86, respectively, was outstanding to Constantine Georgiopoulos.
 
In December 2006, the Company engaged the services of WeberCompass (Hellas) S.A. (“WC”), a shipbroker, to facilitate the sale of the Genco Glory.  One of our directors, Basil G. Mavroleon, is a Managing Director of WC and a Managing Director and shareholder of Charles R. Weber Company, Inc., which is 50% shareholder of WC.  WC was paid a commission of $132, or 1% of the gross selling price of the Genco Glory. No amounts were due to WC at June 30, 2008 or at December 31, 2007.
 
During March 2007, the Company utilized the services of North Star Maritime, Inc. (“NSM”) which is owned and operated by one of our directors, Rear Admiral Robert C. North, USCG (ret.).  NSM, a marine industry consulting firm, specializes in international and domestic maritime safety, security and environmental protection issues.  NSM was paid $7 for services rendered in March 2007.  No amounts were due to NSM at June 30, 2008 or at December 31, 2007.
 
8 - LONG-TERM DEBT
 
Long-term debt consists of the following:
 
   
June 30, 2008
   
December 31, 2007
 
             
Revolver, 2007 Credit Facility
  $ 989,250     $ 936,000  
Less: Current portion
    -       43,000  
                 
Long-term debt
  $ 989,250     $ 893,000  

2007 Credit Facility

On July 20, 2007, the Company entered into a new credit facility with DnB Nor Bank ASA (the “2007 Credit Facility”) for the purpose of acquiring the nine new Capesize vessels and refinancing the Company’s existing 2005 Credit Facility and Short-Term Line.  DnB Nor Bank ASA is also Mandated Lead Arranger, Bookrunner, and Administrative Agent. The Company has used borrowings under the 2007 Credit Facility to repay amounts outstanding under the 2005 Credit Facility and the Short-Term Line, and these two facilities have accordingly been terminated.  The maximum amount that may be borrowed under the 2007 Credit Facility is $1,377,000.  Subsequent to the equity offering completed in October 2007, the Company is no longer required pay up to $6,250 or such lesser amount as is available from Net Cash Flow (as defined in the credit agreement for the 2007 Credit Facility) each fiscal quarter to reduce borrowings under the 2007 Credit Facility.  As of June 30, 2008, $387,750 remains available to fund future vessel acquisitions.  The Company may borrow up to $50,000 of the $387,750 for working capital purposes.
 
Under the 2007 Credit Facility, subject to the conditions set forth in the credit agreement, the Company may borrow an amount up to $1,377,000.  Amounts borrowed and repaid under the 2007 Credit Facility may be reborrowed.  The 2007 Credit Facility has a maturity date of July 20, 2017, or ten years from the signing date of the 2007 Credit Facility.
 
Loans made under the 2007 Credit Facility may be used for the following:

·  
up to 100% of the en bloc purchase price of $1,111,000 for nine modern drybulk Capesize vessels, which the Company has agreed to purchase from companies within the Metrostar Management Corporation group;

·  
repayment of amounts previously outstanding under the Company’s 2005 Credit Facility, or $206,233;

·  
the repayment of amounts previously outstanding under the Company’s Short-Term Line, or $77,000;
 
 
 
20


 
·  
possible acquisitions of additional dry bulk carriers between 25,000 and 180,000 dwt that are up to ten years of age at the time of delivery and not more than 18 years of age at the time of maturity of the 2007 Credit Facility;

·  
up to $50,000 of working capital; and

·  
the issuance of up to $50,000 of standby letters of credit.  At June 30, 2008, there were no letters of credit issued under the 2007 Credit Facility.

All amounts owing under the 2007 Credit Facility are secured by the following:

·  
cross-collateralized first priority mortgages of each of the Company’s existing vessels and any new vessels financed with the 2007 Credit Facility;

·  
an assignment of any and all earnings of the mortgaged vessels;

·  
an assignment of all insurances of the mortgaged vessels;

·  
a first priority perfected security interest in all of the shares of Jinhui owned by the Company;

·  
an assignment of the shipbuilding contracts and an assignment of the shipbuilder’s refund guarantees meeting the Administrative Agent’s criteria for any additional newbuildings financed under the 2007 Credit Facility; and

·  
a first priority pledge of the Company’s ownership interests in each subsidiary guarantor.

The Company has completed a pledge of its ownership interests in the subsidiary guarantors that own the vessels acquired or to be acquired.  The other collateral described above was pledged, as required, within thirty days of the effective date of the 2007 Credit Facility.
 
The Company’s borrowings under the 2007 Credit Facility bear interest at the London Interbank Offered Rate (“LIBOR”) for an interest period elected by the Company of one, three, or six months, or longer if available, plus the Applicable Margin (which is 0.90% per annum for the first five years of the 2007 Credit Facility and 0.95% thereafter).  If the Company’s ratio of Total Debt to Total Capitalization (each as defined in the credit agreement for the 2007 Credit Facility) is less than 70%, the Applicable Margin decreases to 0.85% and 0.90%, respectively.  In addition to other fees payable by the Company in connection with the 2007 Credit Facility, the Company paid a commitment fee at a rate of 0.20% per annum of the daily average unutilized commitment of each lender under the facility until September 30, 2007, and 0.25% thereafter.
 
The 2007 Credit Facility will be subject to ten consecutive semi-annual reductions of 7.0% of the total amount of credit granted under the new facility, with the first reduction occurring on the fifth anniversary of the signing date and a balloon payment reduction of 30% on the maturity date.  The Company may prepay the 2007 Credit Facility, without penalty, with two days notice for LIBOR rate advances, in minimum amounts of $10,000 together with accrued interest on the amount prepaid.
 
The 2007 Credit Facility includes the following financial covenants which will apply to the Company and its subsidiaries on a consolidated basis and will be measured at the end of each fiscal quarter beginning with June 30, 2007:

·  
The leverage covenant requires the maximum average net debt to EBITDA to be ratio of at least 5.5:1.0.
 
·  
Cash and cash equivalents must not be less than $500 per mortgaged vessel.
 
 
 
21

 
 
·  
The ratio of EBITDA to interest expense, on a rolling last four-quarter basis, must be no less than 2.0:1.0.
 
·  
After July 20, 2007, consolidated net worth must be no less than $263,300 plus 80% of the value of the any new equity issuances of the Company from June 30, 2007.  Based on the equity offerings completed in October 2007 and May 2008, consolidated net worth must be no less than $590,780.

·  
The aggregate fair market value of the mortgaged vessels must at all times be at least 130% of the aggregate outstanding principal amount under the 2007 Credit Facility plus all letters of credit outstanding; the Company has a 30 day remedy period to post additional collateral or reduce the amount of the revolving loans and/or letters of credit outstanding.

Other covenants in the 2007 Credit Facility are substantially similar to the covenants in the Company’s previous credit facilities.  The Company believes it has been in compliance with these covenants since the inception of the facility through June 30, 2008.

On June 18, 2008, the Company entered into an amendment to the 2007 Credit Facility allowing the Company to prepay vessel deposits to give the Company flexibility in refinancing potential vessel acquisitions.

The Company can continue to pay cash dividends in accordance with its dividend policy and certain terms of the credit agreement so long as no event of default has occurred and is continuing and that no event of default will occur as a result of the payment of such dividend.  The 2007 Credit Facility also establishes a basket to accrue for dividends permitted but not actually distributed under the permitted dividend calculation since July 29, 2005.  In addition to Genco’s regular quarterly dividend, Genco can pay up to $150,000 in dividends from this basket.  In addition, the 2007 Credit Facility was amended as of February 13, 2008 to permit the Company to implement its share repurchase program, which was recently approved by its board of directors.  Under this amendment, the dollar amount of shares repurchased is counted toward the maximum dollar amount of dividends that may be paid in any fiscal quarter.  For further details of our share repurchase program, see Note 6 to our financial statements.

Due to refinancing of the Company’s previous facilities, the Company incurred a non-cash write-off of the unamortized deferred financing cost in the amount of $3,568 associated with the Company’s previous facilities and this charge was reflected in interest expense in the third quarter of 2007.

The following table sets forth the repayment of the outstanding debt of $989,250 at June 30, 2008 under the 2007 Credit Facility:
 
       
Period Ending June 30,
 
Total
 
       
2008 (July 1, 2008 – December 31, 2008)
  $ -  
2009
    -  
2010
    -  
2011
    -  
2012
    -  
Thereafter
    989,250  
         
Total long-term debt
  $ 989,250  
         
Interest rates

For the three months ended June 30, 2008, the effective interest rate associated with the interest expense for the 2007 Credit Facility, including the rate differential between the pay fixed receive variable rate on the swaps that were in effect, combined, and the cost associated with unused commitment fees with this facility was 5.31%.  For the three months ended June 30, 2007, the effective interest rate associated with the interest expense for the 2005 Credit Facility and Short-Term Line, including the rate differential between the pay fixed receive variable rate on
 
 
 
22

 
 
the swaps that were in effect, combined, and the cost associated with unused commitment fees with this facility was 6.54%.

For the six months ended June 30, 2008, the effective interest rate associated with the interest expense for the 2007 Credit Facility, including the rate differential between the pay fixed receive variable rate on the swaps that were in effect, combined, and the cost associated with unused commitment fees with this facility, was 5.27%.  For the six months ended June 30, 2007, the effective interest rate associated with the interest expense for the 2005 Credit Facility and Short-Term Line, including the rate differential between the pay fixed receive variable rate on the swaps that were in effect, combined, and the cost associated with unused commitment fees with this facility, was 6.51%.

The interest rate on the debt, excluding the unused commitment fees, ranged from 2.98% to 5.60% and from 6.23% to 6.33%, for the three months ended June 30, 2008 and 2007, respectively.  The interest rate on the debt, excluding the unused commitment fees, ranged from 2.98% to 6.10% and from 6.23% to 6.39%, for the six months ended June 30, 2008 and 2007, respectively.
 
Short-Term Line - Refinanced by the 2007 Credit Facility
 
On May 3, 2007, the Company entered into a short-term line of credit facility under which DnB NOR Bank ASA, Grand Cayman Branch and Nordea Bank Norge ASA, Grand Cayman Branch are serving as lenders (the “Short-Term Line”).   The Short-Term Line was used to fund a portion of acquisitions we made in the shares of capital stock of Jinhui.  Under the terms of the Short-Term Line, we were allowed to borrow up to $155,000 for such acquisitions, and we had borrowed a total of $77,000 under the Short-Term Line prior to its refinancing.  The term of the Short-Term Line was for 364 days, and the interest on amounts drawn was payable at the rate of LIBOR plus a margin of 0.85% per annum for the first six month period and LIBOR plus a margin of 1.00% for the remaining term.  We were obligated to pay certain commitment and administrative fees in connection with the Short-Term Line.  The Company, as required, pledged all of the Jinhui shares it has purchased as collateral against the Short-Term Line.  The Short-Term Line incorporated by reference certain covenants from our 2005 Credit Facility.

The Short-Term Line was refinanced in July 2007 with the 2007 Credit Facility.

2005 Credit Facility - Refinanced by the 2007 Credit Facility
 
The Company entered into the 2005 Credit Facility as of July 29, 2005.  The 2005 Credit Facility was with a syndicate of commercial lenders including Nordea Bank Finland plc, New York Branch, DnB NOR Bank ASA, New York Branch and Citibank, N.A.  The 2005 Credit Facility has been used to refinance our indebtedness under our original credit facility entered into on December 3, 2004 (the “Original Credit Facility”). Under the terms of our 2005 Credit Facility, borrowings in the amount of $106,233 were used to repay indebtedness under our Original Credit Facility and additional net borrowings of $24,450 were obtained to fund the acquisition of the Genco Muse.  In July 2006, the Company increased the line of credit by $100,000 and during the second and third quarters of 2006 borrowed $81,250 for the acquisition of three vessels.
 
The 2005 Credit Facility had a term of ten years and would have matured on July 29, 2015. The facility permitted borrowings up to 65% of the value of the vessels that secure our obligations under the 2005 Credit Facility up to the facility limit, provided that conditions to drawdown are satisfied. Certain of these conditions required the Company, among other things, to provide to the lenders acceptable valuations of the vessels in our fleet confirming that the aggregate amount outstanding under the facility (determined on a pro forma basis giving effect to the amount proposed to be drawn down) will not exceed 65% of the value of the vessels pledged as collateral.  The facility limit is reduced by an amount equal to 8.125% of the total $550,000, commitment, semi-annually over a period of four years and is reduced to $0 on the tenth anniversary.

On February 7, 2007, the Company reached an agreement with its syndicate of commercial lenders to allow the Company to increase the amount of the 2005 Credit Facility by $100,000, for a total maximum availability of $650,000.  The Company had the option to increase the facility amount by $25,000 increments up to the additional $100,000, so long as at least one bank within the syndicate agrees to fund such increase.  Any increase associated with this agreement was generally governed by the existing terms of the 2005 Credit Facility, although we and any
 
 
 
23

 
 
banks providing the increase could have agreed to vary the upfront fees, unutilized commitment fees, or other fees payable by us in connection with the increase.

The obligations under the 2005 Credit Facility were secured by a first-priority mortgage on each of the vessels in our fleet as well as any future vessel acquisitions pledged as collateral and funded by the 2005 Credit Facility. The 2005 Credit Facility was also secured by a first-priority security interest in our earnings and insurance proceeds related to the collateral vessels.

All of our vessel-owning subsidiaries were full and unconditional joint and several guarantors of our 2005 Credit Facility. Each of these subsidiaries is wholly owned by Genco Shipping & Trading Limited.  Genco Shipping & Trading Limited has no independent assets or operations.
 
Interest on the amounts drawn was payable at the rate of 0.95% per annum over LIBOR until the fifth anniversary of the closing of the 2005 Credit Facility and 1.00% per annum over LIBOR thereafter. We were also obligated to pay a commitment fee equal to 0.375% per annum on any undrawn amounts available under the facility. On July 29, 2005, the Company paid an arrangement fee to the lenders of $2.7 million on the original commitment of $450,000 and an additional $600 for the $100,000 commitment increase which equates to 0.6% of the total commitment of $550,000 as of July 12, 2006. These arrangement fees along with other costs were capitalized as deferred financing costs.
 
Under the terms of our 2005 Credit Facility, we were permitted to pay or declare dividends in accordance with our dividend policy so long as no default or event of default has occurred and is continuing or would result from such declaration or payment.
 
The 2005 Credit Facility had certain financial covenants that require the Company, among other things, to:  ensure that the fair market value of the collateral vessels maintains a certain multiple as compared to the outstanding indebtedness; maintain a specified ratio of total indebtedness to total capitalization; maintain a specified ratio of earnings before interest, taxes, depreciation and amortization to interest expense; maintain a net worth of approximately $263,000; and maintain working capital liquidity in an amount of not less than $500 per vessel securing the borrowings.  Additionally, there were certain non-financial covenants that required the Company, among other things, to provide the lenders with certain legal documentation, such as the mortgage on a newly acquired vessel using funds from the 2005 Credit Facility, and other periodic communications with the lenders that include certain compliance certificates at the time of borrowing and on a quarterly basis.  For the period since facility inception through retirement of the facility, the Company believes it was in compliance with these covenants, except for an age covenant in conjunction with the acquisition of the Genco Commander, a 1994 vessel, for which the Company obtained a waiver for the term of the agreement.

The 2005 Credit Facility permitted the issuance of letters of credit up to a maximum amount of $50,000. The conditions under which letters of credit can be issued were substantially the same as the conditions for borrowing funds under the facility. Each letter of credit must terminate within twelve months, but can be extended for successive periods also not exceeding twelve months. The Company would pay a fee of 1/8 of 1% per annum on the amount of letters of credit outstanding.

The 2005 Credit Facility has been refinanced with the 2007 Credit Facility.

Letter of credit
 
In conjunction with the Company entering into a long-term office space lease (See Note 16 - Lease Payments), the Company was required to provide a letter of credit to the landlord in lieu of a security deposit. As of September 21, 2005, the Company obtained an annually renewable unsecured letter of credit with DnB NOR Bank.  The letter of credit amount as of June 30, 2008 and December 31, 2007 was in the amount of $520, at a fee of 1% per annum. The letter of credit is reduced to $416 on August 1, 2008 and is cancelable on each renewal date provided the landlord is given 150 days minimum notice. 
 
 

 
24



Interest rate swap agreements
 
The Company has entered into nine interest rate swap agreements with DnB NOR Bank to manage interest costs and the risk associated with changing interest rates. The total notional principal amount of the swaps is $681,233 and the swaps have specified rates and durations.

The following table summarizes the interest rate swaps in place as of June 30, 2008 and December 31, 2007:

Interest Rate Swap Detail
 
June 30,
2008
   
December 31, 2007
 
Trade Date
 
Fixed Rate
 
Start Date
of  Swap
End Date
of  Swap
 
Notional
Amount Outstanding
   
Notional
Amount Outstanding
 
9/6/05
    4.485 %
9/14/05
7/29/15
  $ 106,233     $ 106,233  
3/29/06
    5.25 %
1/2/07
1/1/14
    50,000       50,000  
3/24/06
    5.075 %
1/2/08
1/2/13
    50,000       50,000  
9/7/07
    4.56 %
10/1/07
12/31/09
    75,000       75,000  
7/31/07
    5.115 %
11/30/07
11/30/11
    100,000       100,000  
8/9/07
    5.07 %
1/2/08
1/3/12
    100,000       100,000  
8/16/07
    4.985 %
3/31/08
3/31/12
    50,000       50,000  
8/16/07
    5.04 %
3/31/08
3/31/12
    100,000       100,000  
1/22/08
    2.89 %
2/1/08
2/1/11
    50,000          
                             
                $ 681,233     $ 631,233  

The differential to be paid or received for these swap agreements are recognized as an adjustment to interest expense as incurred.  The Company is currently utilizing cash flow hedge accounting for the swaps whereby the effective portion of the change in value of the swaps is reflected as a component of Other Comprehensive Income (“OCI”).  The ineffective portion is recognized as income or (loss) from derivative instruments, which is a component of other (expense) income.  For any period of time that the Company did not designate the swaps for hedge accounting, the change in the value of the swap agreements prior to designation was recognized as income or (loss) from derivative instruments and was listed as a component of other (expense) income.

The interest (expense) income pertaining to the interest rate swaps for the three months ended June 30, 2008 and 2007 was ($3,379) and $247, respectively.  The interest (expense) income pertaining to the interest rate swaps for the six months ended June 30, 2008 and 2007 was ($3,868) and $494, respectively.
 
The swap agreements, with effective dates on or prior to June 30, 2008, synthetically convert variable rate debt the fixed interest rate of swap plus the Applicable Margin (which is 0.85% per annum for the first five years of the 2007 Credit Facility and 0.90% thereafter).  If the Company’s ratio of Total Debt to Total Capitalization (each as defined in the credit agreement for the 2007 Credit Facility) is greater than or equal to 70%, the Applicable Margin increases to 0.90% for the first five years and 0.95% thereafter.
 
The liability associated with these swaps at June 30, 2008 and December 31, 2007 is $19,719 and $21,039, respectively, which are presented as the fair value of derivatives on the balance sheet.  Additionally, at June 30, 2008, the Company had a swap in an asset position of $997, which is presented as the fair value of derivatives on the balance sheet.  As of June 30, 2008 and December 31, 2007, the Company has accumulated OCI of ($18,683) and ($21,068), respectively, related to the effectively hedged portion of the swaps.  Hedge ineffectiveness associated with the interest rate swaps resulted in income or (loss) from derivative instruments of ($3) for the three months ended June 30, 2008.  Hedge ineffectiveness associated with the interest rate swaps resulted in income or (loss) from derivative instruments of ($20) for the six months ended June 30, 2008.  For the three and six months ended June 30, 2007 the swaps had no ineffectiveness resulting in any income or expense from derivative instruments.  At June 30, 2008, ($11,412) of OCI is expected to be reclassified into interest expense over the next 12 months associated with interest rate derivatives.
 
 
 
 
25

 
9 – ACCUMULATED OTHER COMPREHENSIVE INCOME
 
The components of accumulated other comprehensive income included in the accompanying consolidated balance sheets consist of net unrealized gain (loss) from short-term investments, net gain (loss) on derivative instruments designated and qualifying as cash-flow hedging instruments, and cumulative translation adjustments on the short-term investment in Jinhui stock as of June 30, 2008 and December 31, 2007.

   
Accumulated OCI
   
Unrealized Gain (loss) on Cash Flow Hedges
   
Unrealized Gain on Short-term Investments
   
Currency Translation Gain (loss) on Short-term Investments
 
OCI – January 1, 2008
  $ 19,017     $ (21,068 )   $ 38,540     $ 1,545  
Unrealized loss on short-term investments
    (28,135 )             (28,135 )        
Translation gain on short-term investments
    10,976                       10,976  
Translation gain reclassed to (loss) income from derivative instruments
    (9,894 )                     (9,894 )
Unrealized loss on cash flow hedges
    6,253       6,253                  
Interest income reclassed to (loss) income from derivative instruments
    (3,868 )     (3,868 )                
OCI –June 30, 2008
  $ (5,651 )   $ (18,683 )   $ 10,405     $ 2,627  

10 - FAIR VALUE OF FINANCIAL INSTRUMENTS
 
The estimated carrying and fair values of the Company’s financial instruments are as follows:
 
   
June 30, 2008
   
December 31, 2007
 
   
Carrying Value
   
Fair Value
   
Carrying Value
   
Fair Value
 
Cash and cash equivalents
  $ 95,964     $ 95,964     $ 71,496     $ 71,496  
Short-term investments
    158,952       158,952       167,524       167,524  
Floating rate debt
    989,250       989,250       936,000       936,000  
Derivative instruments – asset position
    997       997       -       -  
Derivative instruments – liability position
    22,782       22,782       22,487       22,487  
                                 

The fair value of the short-term investments is based on quoted market rates.  The fair value of the revolving credit facility is estimated based on current rates offered to the Company for similar debt of the same remaining maturities.  Additionally, the Company considers its creditworthiness in determining the fair value of the revolving credit facility.  The carrying value approximates the fair market value for the floating rate loans.  The fair value of the interest rate and currency swaps (used for purposes other than trading) is the estimated amount the Company would receive to terminate the swap agreements at the reporting date, taking into account current interest rates, NOK spot rates, and the creditworthiness of both the swap counterparty and the Company.
 
The Company elected to early adopt SFAS No. 157 beginning in its 2007 fiscal year, and there was no material impact to its first quarter financial statements.  SFAS No. 157 applies to all assets and liabilities that are being measured and reported on a fair value basis. SFAS No. 157 requires new disclosure that establishes a framework for measuring fair value in GAAP, and expands disclosure about fair value measurements.  This statement enables the reader of the financial statements to assess the inputs used to develop those measurements by establishing a hierarchy for ranking the quality and reliability of the information used to determine fair values. The statement requires that assets and liabilities carried at fair value will be classified and disclosed in one of the following three categories:
 
 
 
26

 
 
Level 1: Quoted market prices in active markets for identical assets or liabilities.
Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data.
Level 3: Unobservable inputs that are not corroborated by market data.

The following table summarizes the valuation of our short-term investments and financial instruments by the above SFAS No. 157 pricing levels as of the valuation dates listed:

   
June 30, 2008
 
   
Total
   
Quoted market prices in active markets (Level 1)
   
Significant Other Observable Inputs
(Level 2)
 
Short-term investments
  $ 158,952     $ 158,952        
Derivative instruments – asset position
    997               997  
Derivative instruments – liability  position
    22,782               22,782  
                         
The Company holds an investment in the capital stock of Jinhui, which is classified as a short-term investment.  The stock of Jinhui is publicly traded on the Oslo Stock Exchange and is considered a Level 1 item.  The Company’s interest rate derivative instruments are pay-fixed, receive-variable interest rate swaps based on LIBOR.  In addition, the Company’s derivative instruments include a forward currency contract based on the Norwegian Kroner.   The Company has elected to use the income approach to value the derivatives, using observable Level 2 market expectations at measurement date and standard valuation techniques to convert future amounts to a single present amount assuming that participants are motivated, but not compelled to transact.  Level 2 inputs for the valuations are limited to quoted prices for similar assets or liabilities in active markets (specifically futures contracts on LIBOR for the first two years) and inputs other than quoted prices that are observable for the asset or liability (specifically LIBOR cash and swap rates, NOK spot rates and credit risk at commonly quoted intervals).  Mid-market pricing is used as a practical expedient for fair value measurements.  SFAS No. 157 states that the fair value measurement of an asset or liability must reflect the nonperformance risk of the entity and the counterparty. Therefore, the impact of the counterparty’s and Company’s creditworthiness has also been factored into the fair value measurement of the derivative instruments in an asset or liability position and did not have a material impact on the fair value of these derivative instruments.
 
11 - PREPAID EXPENSES AND OTHER CURRENT ASSETS
 
 
Prepaid expenses and other current assets consist of the following:
 
   
June 30, 2008
   
December 31, 2007
 
Lubricant inventory and other stores
  $ 3,126     $ 2,720  
Prepaid items
    2,784       1,769  
Insurance Receivable
    629       1,331  
Interest receivable on deposits for vessels to be acquired
    3,559       2,489  
Other
    1,981       1,065  
Total
  $ 12,079     $ 9,374  

12 – OTHER ASSETS, NET
 
 Other assets consist of deferred financing costs which include fees, commissions and legal expenses associated with securing loan facilities. These costs are amortized over the life of the related debt, which is included in interest expense. The Company has unamortized deferred financing costs of $6,230 and $6,130, respectively, at June 30, 2008 and December 31, 2007 associated with the 2007 Credit Facility. Accumulated amortization of
 
 
 
27

 
 
deferred financing costs as of June 30, 2008 and December 31, 2007 was $630 and $288, respectively.  During July 2007, the Company refinanced its previous facilities (the Short-Term Line and the 2005 Credit Facility) resulting in the non-cash write-off of the unamortized deferred financing cost of $3,568 to interest expense.  The Company has incurred deferred financing costs of $6,860 in total for the 2007 Credit Facility.  Amortization expense for deferred financing costs, including the write-off any unamortized costs upon refinancing credit facilities for the three months ended June 30, 2008 and 2007 was $152 and $176, respectively.  Amortization expense for deferred financing costs, including the write-off any unamortized costs upon refinancing credit facilities for the six months ended June 30, 2008 and 2007 was $342 and $272, respectively.
 
13 - FIXED ASSETS, NET
 
 
Fixed assets consist of the following:
 
   
June 30, 2008
   
December 31, 2007
 
Fixed assets:
           
Vessel equipment
  $ 889     $ 826  
Leasehold improvements
    1,146       1,146  
Furniture and fixtures
    347       347  
Computer equipment
    356       342  
Total cost
    2,738       2,661  
Less: accumulated depreciation and amortization
    925       722  
Total
  $ 1,813     $ 1,939  
                 
 
 
14 - ACCOUNTS PAYABLE AND ACCRUED EXPENSES
 
 
Accounts payable and accrued expenses consist of the following:
 
   
June 30, 2008
   
December 31, 2007
 
Accounts payable
  $ 3,279     $ 4,164  
Accrued general and administrative expenses
    7,424       9,108  
Accrued vessel operating expenses
    5,914       4,242  
                 
Total
  $ 16,617     $ 17,514  
 
15 - REVENUE FROM TIME CHARTERS
 
Total revenue earned on time charters for the three months ended June 30, 2008 and 2007 was $104,572 and $36,847, respectively, and for the six months ended June 30, 2008 and 2007 was $196,242 and $74,067, respectively. Future minimum time charter revenue, based on vessels committed to noncancelable time charter contracts as of July 25, 2008 is expected to be $196,376 for the remaining two quarters of 2008 $308,364 during 2009, $198,728 during 2010, $69,405 during 2011 and $17,623 during 2012, assuming 20 days of off-hire due to any scheduled drydocking and no additional off-hire time is incurred.  Future minimum revenue excludes the future acquisitions of the remaining seven Capesize vessels, one Panamax vessel, and three Handysize vessels to be acquired, which are to be delivered to Genco in the future, since estimated delivery dates are not firm.
 
16 - LEASE PAYMENTS
 
In September 2005, the Company entered into a 15-year lease for office space in New York, New York.  The monthly rental is as follows:  Free rent from September 1, 2005 to July 31, 2006, $40 per month from August 1, 2006 to August 31, 2010, $43 per month from September 1, 2010 to August 31, 2015, and $46 per month from September 1, 2015 to August 31, 2020.  The Company obtained a tenant work credit of $324.  The monthly straight-line rental expense from September 1, 2005 to August 31, 2020 is $39.  As a result of the straight-line rent
 
 
 
28

 
 
calculation generated by the free rent period and the tenant work credit, the Company has a deferred rent credit at June 30, 2008 and December 31, 2007 of $715 and $725, respectively.  The Company has the option to extend the lease for a period of five years from September 1, 2020 to August 31, 2025.  The rent for the renewal period will be based on prevailing market rate for the six months prior to the commencement date of the extension term.  Rent expense for the three months ended June 30, 2008 and 2007, was $117 for each of the respective periods.  Rent expense for the six months ended June 30, 2008 and 2007, was $233 for each of the respective periods.

Future minimum rental payments on the above lease for the next five years and thereafter are as follows: $243 for the remainder of 2008, $486 for 2009, $496 for 2010, $518, for 2011 through 2012 and a total of $4,132 for the remaining term of the lease.

17 - SAVINGS PLAN
 
In August 2005, the Company established a 401(k) plan which is available to full-time employees who meet the plan’s eligibility requirements.  This 401(k) plan is a defined contribution plan, which permits employees to make contributions up to maximum percentage and dollar limits allowable by IRS Code Sections 401(k), 402(g), 404 and 415 with the Company matching up to the first six percent of each employee’s salary on a dollar-for-dollar basis.  The matching contribution vests immediately.  For three months ended June 30, 2008 and 2007, the Company’s matching contribution to the Plan was $27 and $24, respectively, and for the six months ended June 30, 2008 and 2007, the Company’s matching contribution to the Plan was $88 and $65, respectively.
 
18- NONVESTED STOCK AWARDS
 
On July 12, 2005, the Company’s board of directors approved the Genco Shipping and Trading Limited 2005 Equity Incentive Plan (the “Plan”).  Under this plan, the Company’s board of directors, the compensation committee, or another designated committee of the board of directors may grant a variety of stock-based incentive awards to employees, directors and consultants whom the compensation committee (or other committee or the board of directors) believes are key to the Company’s success.  Awards may consist of incentive stock options, nonqualified stock options, stock appreciation rights, dividend equivalent rights, nonvested stock, unrestricted stock and performance shares.  The aggregate number of shares of common stock available for award under the Plan is 2,000,000 shares.
 
On October 31, 2005, the Company made grants of nonvested common stock under the Plan in the amount of 111,412 shares to the executive officers and employees and 7,200 shares to directors of the Company.  The executive and employee grants vest ratably on each of the four anniversaries of the date of the Company’s initial public offering (July 22, 2005).  On July 22, 2007 and 2006, 26,478 and 27,853 shares, respectively, of the employees’ and executives’ nonvested stock vested, and during the year ended December 31, 2007 and the year ended December 31, 2006, 3,375 and 750 shares, respectively, were forfeited.  Grants to the directors vested in full on May 18, 2006, the date of the Company’s annual shareholders’ meeting.  Upon grant of the nonvested stock, an amount of unearned compensation equivalent to the market value at the date of the grant, or $1,949, was recorded as a component of shareholders’ equity.  After forfeitures, the unamortized portion of this award at June 30, 2008 and December 31, 2007 was $124 and $250, respectively.  Amortization of this charge, which is included in general and administrative expenses, was $63 and $107, for the three months ended June 30, 2008 and 2007, respectively, and $126 and $206, for the six months ended June 30, 2008 and 2007, respectively.    The remaining expense for the years ended 2008, and 2009 will be $64 and $60, respectively.
 
On December 21, 2005, the Company made grants of nonvested common stock under the Plan in the amount of 55,600 shares to the executive officers and employees of the Company.  Theses grants vest ratably on each of the four anniversaries of the determined vesting date beginning with November 15, 2006.  During the year ended December 31, 2007 and 2006, 13,338 and 13,900 shares, respectively, of the employees’ and executives’ nonvested stock vested, and during the year ended December 31, 2007 1,687 shares were forfeited.  Upon grant of the nonvested stock, an amount of unearned compensation equivalent to the market value at the date of the grant, or $991, was recorded as a component of shareholders’ equity.  After forfeitures, the unamortized portion of this award at June 30, 2008 and December 31, 2007 was $112 and $181, respectively.  Amortization of this charge, which is included in general and administrative expenses, was $34 and $58, for the three months ended June 30, 2008 and 2007, respectively, and $69 and $116, for the six months ended June 30, 2008 and
 
 
 
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2007, respectively.   The remaining expense for the years ended 2008 and 2009 will be $60 and $52, respectively.
 
On December 20, 2006 and December 22, 2006, the Company made grants of nonvested common stock under the Plan in the amount of 37,000 shares to employees other than executive officers and 35,000 shares to the executive officers, respectively.  These grants vest ratably on each of the four anniversaries of the determined vesting date beginning with November 15, 2007.  During the year ended December 31, 2007, 17,500 shares of the executives’ and other employees’ nonvested stock vested, and during the year ended December 31, 2007, 2,000 shares were forfeited.  Upon grant of the nonvested stock, an amount of unearned compensation equivalent to the market value at the respective date of the grants, or $2,018, was recorded as a component of shareholders’ equity.  After forfeitures, the unamortized portion of this award at June 30, 2008 and December 31, 2007 was $610 and $873, respectively.  Amortization of this charge, which is included in general and administrative expenses for the three months ended June 30, 2008 and 2007, was $132 and $273, respectively, and $263 and $563, for the six months ended June 30, 2008 and 2007, respectively.  The remaining expense for the years ended 2008, 2009 and 2010 will be $238, $265 and $107, respectively.
 
On February 8, 2007, the Company made grants of nonvested common stock under the Plan in the amount of 9,000 shares to employees and 7,200 shares to directors of the Company.  The employee grants vest ratably on each of the four anniversaries of the determined vesting date beginning with November 15, 2007.  During the year ended December 31, 2007, 2,250 shares of the employees’ nonvested stock vested.   Grants to the directors vested in full on May 16, 2007, the date of the Company’s annual shareholders’ meeting.  Upon grant of the nonvested stock, an amount of unearned compensation equivalent to the market value at the date of the grants, or $494, was recorded as a component of shareholders’ equity.  The unamortized portion of this award at June 30, 2008 and December 31, 2007 was $92 and $133, respectively.  Amortization of this charge, which is included in general and administrative expenses, was $20 and $147, for the three months ended June 30, 2008 and 2007, respectively, and $41 and $286, for the six months ended June 30, 2008 and 2007, respectively.  The remaining expense for the years ending 2008, 2009, and 2010 will be $36, $40 and $16, respectively
 
On December 21, 2007, the Company made grants of nonvested common stock under the Plan in the amount of 93,000 shares to the executive officers and the employees of the Company.  These grants vest ratably on each of the four anniversaries of the determined vesting date beginning with November 15, 2008.  Upon grant of the nonvested stock, an amount of unearned compensation equivalent to the market value at the date of the grants, or $4,935, was recorded as a component of shareholders’ equity.  The unamortized portion of this award at June 30, 2008 and December 31, 2007 was $3,479 and $4,852, respectively.  Amortization of this charge, which is included in general and administrative expenses, was $686 and $0, for the three months ended June 30, 2008 and 2007, respectively, and $1,373 and $0, for the six months ended June 30, 2008 and 2007, respectively.  The remaining expense for the years ending 2008, 2009, 2010 and 2011 will be $1,212, $1,305, $686 and $276, respectively.
 
On January 10, 2008, the Board of Directors approved a grant of 100,000 nonvested common stock to Peter Georgiopoulos, Chairman of the Board, this grant vests ratably on each of the ten anniversaries of the determined vesting date beginning with November 15, 2008.  Upon grant of the nonvested stock, an amount of unearned compensation equivalent to the market value at the date of the grant, or $4,191 was recorded as a component of shareholders' equity. The unamortized portion of this award at June 30, 2008 and December 31, 2007 was $3,557 and $0, respectively.  Amortization of this charge, which is included in general and administrative expenses, was $334 and $0, for the three months ended June 30, 2008 and 2007, respectively, and $634 and $0, for the six months ended June 30, 2008 and 2007, respectively.  The remaining expense for the years ending 2008, 2009, 2010, 2011, 2012, 2013, 2014, 2015, 2016 and 2017 will be $611, $816, $599, $457, $352, $267, $197, $136, $84 and $37, respectively.
 
On February 13, 2008, the Company made grants of nonvested common stock under the Plan in the amount of 12,500 shares to directors of the Company.  The grants to directors vested in full at the annual shareholders meeting of the Company which was held on May 14, 2008. Upon grant of the nonvested stock, an amount of unearned compensation equivalent to the market value at the date of the grant, or $689 was recorded as a component of shareholders' equity.  The unamortized portion of this award was $0 at both June 30, 2008 and December 31, 2007.  Amortization of this charge, which is included in general and administrative expenses, was $337 and $0, for
 
 
 
30

 
 
the three months ended June 30, 2008 and 2007, respectively, and $689 and $0, for the six months ended June 30, 2008 and 2007, respectively.
 
The table below summarizes the Company’s nonvested stock awards as of June 30, 2008:
 
   
Number of Shares
   
Weighted Average Grant Date Price
 
Outstanding at January 1, 2008
    231,881     $ 34.32  
Granted
    112,500       43.37  
Vested
    (12,500 )     55.09  
Forfeited
    -       -  
                 
Outstanding at June 30, 2008
    331,881     $ 36.61  

The fair value of nonvested stock at the grant date is equal to the closing stock price on that date.  The Company is amortizing these grants over the applicable vesting periods.  As of June 30, 2008, unrecognized compensation cost related to nonvested stock will be recognized over a weighted average period of 4.48 years.
 
19 - LEGAL PROCEEDINGS
 
From time to time the Company may be subject to legal proceedings and claims in the ordinary course of its business, principally personal injury and property casualty claims. Such claims, even if lacking merit, could result in the expenditure of significant financial and managerial resources. The Company is not aware of any legal proceedings or claims that it believes will have, individually or in the aggregate, a material adverse effect on the Company, its financial condition, results of operations or cash flows.
 
20 - SUBSEQUENT EVENTS
 
On July 24, 2008, the Board of Directors declared a dividend of $1.00 per share to be paid on or about August 29, 2008 to shareholders of record as of August 15, 2008.  The aggregate amount of the dividend is expected to be $31,796, which the Company anticipates will be funded from cash on hand at the time payment is to be made.

On July 24, 2008, the Company made grants of nonvested common stock under the Plan in the amount of 15,000 shares to directors of the Company other than Stephen A. Kaplan.  The grants to directors vest in full on the earlier of the first anniversary of the grant date or the date of the next annual shareholders meeting of the Company. Upon grant of the nonvested stock, an amount of unearned compensation equivalent to the market value at the date of the grant, or $938 will be recorded as a component of shareholders' equity.  Amortization of this charge is expected to be included in general and administrative expenses during 2008 and 2009.

On August 7, 2008, the Genco Hunter, a 2007-built Supramax vessel, collided with another vessel while transiting the Singapore Straits.  No injuries and no pollution from either vessel have been reported, and the Genco Hunter has been safely anchored.  An investigation into the cause of the incident by the Maritime and Port Authority of Singapore has commenced with Genco’s full cooperation. The Company anticipates the Genco Hunter to remain offhire for approximately 14 days and expects to be reimbursed under hull and machinery insurance claims related to this vessel for repair costs. The Genco Hunter is currently on a time charter with Pacific Basin Chartering Ltd. at a daily rate of $62,000, less a 5% third party commission.


 
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ITEM 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
This report contains forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements use words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” and other words and terms of similar meaning in connection with a discussion of potential future events, circumstances or future operating or financial performance.  These forward-looking statements are based on management’s current expectations and observations. Included among the factors that, in our view, could cause actual results to differ materially from the forward looking statements contained in this report are the following (i) changes in demand or rates in the drybulk shipping industry; (ii) changes in the supply of or demand for drybulk products, generally or in particular regions; (iii) changes in the supply of drybulk carriers including newbuilding of vessels or lower than anticipated scrapping of older vessels; (iv) 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; (v) increases in costs and expenses including but not limited to: crew wages, insurance, provisions, repairs, maintenance and general and administrative expenses; (vi) the adequacy of our insurance arrangements; (vii) changes in general domestic and international political conditions; (viii) changes in the condition of the Company’s vessels or applicable maintenance or regulatory standards (which may affect, among other things, our anticipated drydocking or maintenance and repair costs) and unanticipated drydock expenditures; (ix) the amount of offhire time needed to complete repairs on vessels and the timing and amount of any reimbursement by our insurance carriers for insurance claims including offhire days; (x) our acquisition or disposition of vessels; (xi) the fulfillment of the closing conditions under, or the execution of customary additional documentation for, the Company’s agreements to acquire a total of 11 drybulk vessels; and other factors listed from time to time in our filings with the Securities and Exchange Commission, including, without limitation, our Annual Report on Form 10-K for the year ended December 31, 2007 and subsequent reports on Form 8-K and Form 10-Q.  Our ability to pay dividends in any period will depend upon factors including the limitations under our loan agreements, applicable provisions of Marshall Islands law and the final determination by the Board of Directors each quarter after its review of our financial performance.  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.
 
The following management’s discussion and analysis should be read in conjunction with our historical consolidated financial statements and the related notes included in this Form 10-Q.
 
General
 
We are a Marshall Islands company incorporated in September 2004 to transport iron ore, coal, grain, steel products and other drybulk cargoes along worldwide shipping routes through the ownership and operation of drybulk carrier vessels. As of June 30, 2008, our fleet consisted of five Capesize, seven Panamax, three Supramax, six Handymax and eight Handysize drybulk carriers, with an aggregate carrying capacity of approximately 2,096,000 dwt, and the average age of our fleet was approximately 6.5 years, as compared to the average age for the world fleet of approximately 16 years for the drybulk shipping segments in which we compete. All of the vessels in our fleet are on time charters to reputable charterers, including Lauritzen Bulkers AS, Cargill International S.A., Hyundai Merchant Marine Co., Ltd., STX Panocean (UK) Co., Ltd., Pacific Basin Chartering Ltd., A/S Klaveness, ArcelorMittal, and COSCO Bulk Carriers Co., Ltd., and NYK Bulkship Europe S.A. All of the vessels in our fleet are presently engaged under time charter contracts that expire (assuming the option periods in the time charters are not exercised) between August 2008 and August 2012.
 
See page 39 for a table of all vessels currently in our fleet or expected to be delivered to us.

 We intend to grow our fleet through timely and selective acquisitions of vessels in a manner that is accretive to our cash flow. In connection with this growth strategy, we negotiated the 2007 Credit Facility, for the purpose of acquiring the nine new Capesize vessels, refinancing the outstanding indebtedness under our previous credit facilities, and acquiring additional vessels since entering into the Capesize acquisition with Metrostar.

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
 
 
 
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mix of various types of charters, such as time charters and voyage charters, and monitoring the performance of our vessels under their charters. Strategic management includes locating, purchasing, financing and selling vessels. We currently contract with four independent technical managers, to provide technical management of our fleet at a lower cost than we believe would be possible in-house. Technical management involves the day-to-day management of vessels, including performing routine maintenance, attending to vessel operations and arranging for crews and supplies. Members of our New York City-based management team oversee the activities of our independent technical managers.

On August 7, 2008, the Genco Hunter, a 2007-built Supramax vessel, collided with another vessel while transiting the Singapore Straits.  No injuries and no pollution from either vessel have been reported, and the Genco Hunter has been safely anchored.  An investigation into the cause of the incident by the Maritime and Port Authority of Singapore has commenced with Genco’s full cooperation. The Company anticipates the Genco Hunter to remain offhire for approximately 14 days and expects to be reimbursed under hull and machinery insurance claims related to this vessel for repair costs. The Genco Hunter is currently on a time charter with Pacific Basin Chartering Ltd. at a daily rate of $62,000, less a 5% third party commission.


 
Factors Affecting Our Results of Operations
 
We believe that the following table reflects important measures for analyzing trends in our results of operations.  The table reflects our ownership days, available days, operating days, fleet utilization, TCE rates and daily vessel operating expenses for the three and six months ended June 30, 2008 and 2007.
 
   
For the three months ended June 30,
   
Increase
       
   
2008
   
2007
   
(Decrease)
   
% Change
 
Fleet Data:
                       
Ownership days (1)
                       
Capesize
    455.0       -       455.0       N/A  
Panamax
    553.1       637.0       (83.9 )     (13.2 %)
Supramax
    273.0       -       273.0       N/A  
Handymax
    546.0       637.0       (91.0 )     (14.3 %)
Handysize
    728.0       455.0       273.0       60.0 %
                                 
Total
    2,555.1       1,729.0       826.1       47.8 %
                                 
Available days (2)
                               
Capesize
    455.0       -       455.0       N/A  
Panamax
    552.2       636.7       (84.5 )     (13.3 %)
Supramax
    273.0       -       273.0       N/A  
Handymax
    546.0       610.8       (64.8 )     (10.6 %)
Handysize
    710.1       455.0       255.1       56.1 %
                                 
Total
    2,536.3       1,702.5       833.8       49.0 %
                                 
Operating days (3)
                               
Capesize
    455.0       -       455.0       N/A  
Panamax
    541.1       606.9       (65.8 )     (10.8 %)
Supramax
    268.8       -       268.8       N/A  
Handymax
    545.2       606.3       (61.1 )     (10.1 %)
Handysize
    707.5       455.0       252.5       55.5 %
                                 
Total
    2,517.6       1,668.2       849.4       50.9 %
 
 
 
33

 
 
                                 
Fleet  utilization (4)
                               
Capesize
    100.0 %     -       100. %     N/A  
Panamax
    98.0 %     95.3 %     2.7 %     2.8 %
Supramax
    98.5 %     -       1.0 %     N/A  
Handymax
    99.8 %     99.3 %     0.5 %     0.5 %
Handysize
    99.6 %     100.0 %     (0.4 %)     (0.4 %)
Fleet average
    99.3 %     98.0 %     1.3 %     1.3 %
                                 
 
   
For the three months ended June 30,
   
Increase
       
   
2008
   
2007
   
(Decrease)
   
% Change
 
   
(U.S. dollars)
             
Average Daily Results:
                       
Time Charter Equivalent (5)
                       
Capesize
  $ 81,791     $ -     $ 81,791       N/A  
Panamax
    36,675       25,673       11,002       42.9 %
Supramax
    48,124       -       48,124       N/A  
Handymax
    34,825       21,952       12,873       58.6 %
Handysize
    20,039       13,354       6,685       50.1 %
                                 
Fleet average
    40,945       21,046       19,899       94.6 %
                                 
Daily vessel operating expenses (6)
                               
Capesize
  $ 4,850     $ -     $ 4,850       N/A  
Panamax
    4,442       4,515       (73 )     (1.6 %)
Supramax
    4,562       -       4,562       N/A  
Handymax
    4,621   &