10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2019

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 001-33393

GENCO SHIPPING & TRADING LIMITED

(Exact name of registrant as specified in its charter)

Republic of the Marshall Islands	98-043-9758
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

299 Park Avenue, 12th 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 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 ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company.  See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☒	Non-accelerated filer ☐	Smaller reporting company ☒
			Emerging growth company ☐

If emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards pursuant to Section 13(a) of the Exchange Act    ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.  Yes ☒ No ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of exchange on which registered
Common stock, par value $0.01 per share	GNK	New York Stock Exchange (NYSE)

The number of shares outstanding of each of the issuer’s classes of common stock, as of May 9, 2019: Common stock, par value $0.01 per share — 41,656,947 shares.

Genco Shipping & Trading Limited

			Page
	PART I — FINANCIAL INFORMATION
Item 1.	Financial Statements (unaudited)		4
	a)	Condensed Consolidated Balance Sheets as of March 31, 2019 and December 31, 2018	4
	b)	Condensed Consolidated Statements of Operations for the Three Months ended March 31, 2019 and 2018	5
	c)	Condensed Consolidated Statements of Comprehensive Loss for the Three Months ended March 31, 2019 and 2018	6
	d)	Condensed Consolidated Statements of Equity for the Three Months ended March 31, 2019 and 2018	7
	e)	Condensed Consolidated Statements of Cash Flows for the Three Months ended March 31, 2019 and 2018	8
	f)	Notes to Condensed Consolidated Financial Statements	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		34
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		53
Item 4.	Controls and Procedures		54
	PART II —OTHER INFORMATION
Item 6.	Exhibits		54

2

Website Information

We intend to use our website, www.GencoShipping.com, as a means of disclosing material non-public information and for complying with our disclosure obligations under Regulation FD. Such disclosures will be included in our website’s Investor section. Accordingly, investors should monitor the Investor portion of our website, in addition to following our press releases, SEC filings, public conference calls, and webcasts. To subscribe to our e-mail alert service, please submit your e-mail address at the Investor Relations Home page of the Investor section of our website. The information contained in, or that may be accessed through, our website is not incorporated by reference into or a part of this document or any other report or document we file with or furnish to the SEC, and any references to our website are intended to be inactive textual references only.

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PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Genco Shipping & Trading Limited

Condensed Consolidated Balance Sheets as of March 31, 2019 and December 31, 2018

(U.S. Dollars in thousands, except for share and per share data)

(Unaudited)

	March 31,		December 31,
	2019		2018
Assets
Current assets:
Cash and cash equivalents	$	187,713	$	197,499
Restricted cash		4,947		4,947
Due from charterers, net of a reserve of $1,171 and $669, respectively		17,265		22,306
Prepaid expenses and other current assets		9,213		10,449
Inventories		30,625		29,548
Vessels held for sale		—		5,702
Total current assets		249,763		270,451
Noncurrent assets:
Vessels, net of accumulated depreciation of $261,017 and $244,529, respectively		1,335,048		1,344,870
Deferred drydock, net of accumulated amortization of $14,988 and $13,553 respectively		8,520		9,544
Fixed assets, net of accumulated depreciation and amortization of $1,435 and $1,281, respectively		3,099		2,290
Operating lease right-of-use assets		9,425		—
Restricted cash		315		315
Total noncurrent assets		1,356,407		1,357,019
Total assets	$	1,606,170	$	1,627,470
Liabilities and Equity
Current liabilities:
Accounts payable and accrued expenses	$	24,137	$	29,143
Current portion of long-term debt		70,351		66,320
Deferred revenue		4,497		6,404
Current operating lease liabilities		1,613		—
Total current liabilities:		100,598		101,867
Noncurrent liabilities:
Long-term operating lease liabilities		11,092		—
Deferred rent		—		3,468
Long-term debt, net of deferred financing costs of $15,967 and $16,272, respectively		448,522		468,828
Total noncurrent liabilities		459,614		472,296
Total liabilities		560,212		574,163
Commitments and contingencies (Note 14)
Equity:
Common stock, par value $0.01; 500,000,000 shares authorized; 41,656,947 and 41,644,470 shares issued and outstanding at March 31, 2019 and December 31, 2018, respectively		416		416
Additional paid-in capital		1,740,615		1,740,163
Retained deficit		(695,073)		(687,272)
Total equity		1,045,958		1,053,307
Total liabilities and equity	$	1,606,170	$	1,627,470

See accompanying notes to condensed consolidated financial statements.

4

Genco Shipping & Trading Limited

Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2019 and 2018

(U.S. Dollars in Thousands, Except for Earnings Per Share and Share Data)

(Unaudited)

	For the Three Months Ended
	March 31,
	2019		2018
Revenues:
Voyage revenues	$	93,464	$	76,916
Total revenues		93,464		76,916
Operating expenses:
Voyage expenses		43,022		21,093
Vessel operating expenses		23,190		23,767
Charter hire expenses		2,419		—
General and administrative expenses (inclusive of nonvested stock amortization expense of $452 and $493, respectively)		6,310		5,218
Technical management fees		1,940		1,948
Depreciation and amortization		18,076		16,886
Impairment of vessel assets		—		56,402
Gain on sale of vessels		(611)		—
Total operating expenses		94,346		125,314
Operating loss		(882)		(48,398)
Other (expense) income:
Other income (expense)		329		(85)
Interest income		1,327		794
Interest expense		(8,575)		(8,124)
Other expense		(6,919)		(7,415)
Loss before income taxes		(7,801)		(55,813)
Income tax expense		—		—
Net loss	$	(7,801)	$	(55,813)
Net loss per share-basic	$	(0.19)	$	(1.61)
Net loss per share-diluted	$	(0.19)	$	(1.61)
Weighted average common shares outstanding-basic		41,726,106		34,577,990
Weighted average common shares outstanding-diluted		41,726,106		34,577,990

See accompanying notes to condensed consolidated financial statements.

5

Genco Shipping & Trading Limited

Condensed Consolidated Statements of Comprehensive Loss

For the Three Months Ended March 31, 2019 and 2018

(U.S. Dollars in Thousands)

(Unaudited)

	For the Three Months Ended
	March 31,
	2019		2018
Net loss	$	(7,801)	$	(55,813)
Other comprehensive income		—		—
Comprehensive loss	$	(7,801)	$	(55,813)

See accompanying notes to condensed consolidated financial statements.

6

Genco Shipping & Trading Limited

Condensed Consolidated Statements of Equity

For the Three Months Ended March 31, 2019 and 2018

(U.S. Dollars in Thousands)

(Unaudited)

			Additional
	Common		Paid-in		Retained
	Stock		Capital		Deficit		Total Equity
Balance — January 1, 2019	$	416	$	1,740,163	$	(687,272)	$	1,053,307
Net loss						(7,801)		(7,801)
Issuance of 12,477 shares of vested RSUs		—		—				—
Nonvested stock amortization				452				452
Balance — March 31, 2019	$	416	$	1,740,615	$	(695,073)	$	1,045,958

			Additional
	Common		Paid-in		Retained
	Stock		Capital		Deficit		Total Equity
Balance — January 1, 2018	$	345	$	1,628,355	$	(654,332)	$	974,368
Net loss						(55,813)		(55,813)
Nonvested stock amortization				493				493
Balance — March 31, 2018	$	345	$	1,628,848	$	(710,145)	$	919,048

See accompanying notes to condensed consolidated financial statements.

7

Genco Shipping & Trading Limited

Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2019 and 2018

(U.S. Dollars in Thousands)

(Unaudited)

	For the Three Months Ended
	March 31,
	2019		2018
Cash flows from operating activities:
Net loss	$	(7,801)	$	(55,813)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		18,076		16,886
Amortization of deferred financing costs		915		573
Noncash operating lease expense		285		—
Amortization of nonvested stock compensation expense		452		493
Impairment of vessel assets		—		56,402
Gain on sale of vessels		(611)		—
Insurance proceeds for protection and indemnity claims		226		68
Change in assets and liabilities:
Decrease (increase) in due from charterers		5,041		(1,079)
Decrease (increase) in prepaid expenses and other current assets		927		(3,740)
Increase in inventories		(1,077)		(4,561)
Decrease in other noncurrent assets		—		514
(Decrease) increase in accounts payable and accrued expenses		(2,114)		1,094
Decrease in deferred revenue		(1,907)		(110)
Decrease in operating lease liabilities		(390)		—
Increase in deferred rent		—		180
Deferred drydock costs incurred		(410)		(1,446)
Net cash provided by operating activities		11,612		9,461
Cash flows from investing activities:
Purchase of vessels, including deposits		(9,274)		—
Purchase of other fixed assets		(1,199)		(158)
Net proceeds from sale of vessels		6,351		—
Insurance proceeds for hull and machinery claims		—		1,607
Net cash (used in) provided by investing activities		(4,122)		1,449
Cash flows from financing activities:
Repayments on the $108 Million Credit Facility		(1,580)		—
Repayments on the $495 Million Credit Facility		(15,000)		—
Repayments on the $400 Million Credit Facility		—		(11,434)
Repayments on the $98 Million Credit Facility		—		(2,542)
Repayments on the 2014 Term Loan Facilities		—		(681)
Payment of common stock issuance costs		(105)		—
Payment of deferred financing costs		(591)		—
Net cash used in financing activities		(17,276)		(14,657)
Net decrease in cash, cash equivalents and restricted cash		(9,786)		(3,747)
Cash, cash equivalents and restricted cash at beginning of period		202,761		204,946
Cash, cash equivalents and restricted cash at end of period	$	192,975	$	201,199

See accompanying notes to condensed consolidated financial statements.

8

Genco Shipping & Trading Limited

(U.S. Dollars in Thousands, Except Per Share and Share Data)

Notes to Condensed Consolidated Financial Statements (unaudited)

1 - GENERAL INFORMATION

The accompanying condensed consolidated financial statements include the accounts of Genco Shipping & Trading Limited (“GS&T”) and its direct and indirect wholly-owned subsidiaries (collectively, the “Company”). The Company is engaged in the ocean transportation of drybulk cargoes worldwide through the ownership and operation of drybulk carrier vessels. GS&T is incorporated under the laws of the Marshall Islands, and as of March 31, 2019, is the direct or indirect owner of all of the outstanding shares or limited liability company interests of the following subsidiaries: Genco Ship Management LLC; Genco Investments LLC; Genco RE Investments LLC; Genco Shipping Pte. Ltd.; Genco Shipping A/S; Baltic Trading Limited (“Baltic Trading”); and the ship-owning subsidiaries as set forth below under “Other General Information.” 

On June 19, 2018, the Company closed an equity offering of 7,015,000 shares of common stock at an offering price of $16.50 per share.  The Company received net proceeds of $109,648 after deducting underwriters’ discounts and commissions and other expenses. 

Other General Information

Below is the list of the Company’s wholly owned ship-owning subsidiaries as of March 31, 2019:

Wholly Owned Subsidiaries	Vessel Acquired	Dwt	Delivery Date	Year Built
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 Thunder LLC	Genco Thunder	76,588	9/25/08	2007
Genco Hadrian Limited	Genco Hadrian	169,025	12/29/08	2008
Genco Commodus Limited	Genco Commodus	169,098	7/22/09	2009
Genco Maximus Limited	Genco Maximus	169,025	9/18/09	2009
Genco Claudius Limited	Genco Claudius	169,001	12/30/09	2010
Genco Bay Limited	Genco Bay	34,296	8/24/10	2010
Genco Ocean Limited	Genco Ocean	34,409	7/26/10	2010
Genco Avra Limited	Genco Avra	34,391	5/12/11	2011
Genco Mare Limited	Genco Mare	34,428	7/20/11	2011
Genco Spirit Limited	Genco Spirit	34,432	11/10/11	2011
Genco Aquitaine Limited	Genco Aquitaine	57,981	8/18/10	2009
Genco Ardennes Limited	Genco Ardennes	58,018	8/31/10	2009
Genco Auvergne Limited	Genco Auvergne	58,020	8/16/10	2009
Genco Bourgogne Limited	Genco Bourgogne	58,018	8/24/10	2010
Genco Brittany Limited	Genco Brittany	58,018	9/23/10	2010
Genco Languedoc Limited	Genco Languedoc	58,018	9/29/10	2010
Genco Loire Limited	Genco Loire	53,430	8/4/10	2009
Genco Lorraine Limited	Genco Lorraine	53,417	7/29/10	2009
Genco Normandy Limited	Genco Normandy	53,596	8/10/10	2007
Genco Picardy Limited	Genco Picardy	55,257	8/16/10	2005
Genco Provence Limited	Genco Provence	55,317	8/23/10	2004
Genco Pyrenees Limited	Genco Pyrenees	58,018	8/10/10	2010
Genco Rhone Limited	Genco Rhone	58,018	3/29/11	2011
Genco Weatherly Limited	Genco Weatherly	61,556	7/26/18	2014
Genco Columbia Limited	Genco Columbia	60,294	9/10/18	2016
Genco Endeavour Limited	Genco Endeavour	181,060	8/15/18	2015
Genco Resolute Limited	Genco Resolute	181,060	8/14/18	2015
Genco Defender Limited	Genco Defender	180,021	9/6/18	2016

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Wholly Owned Subsidiaries	Vessel Acquired	Dwt	Delivery Date		Year Built
Genco Liberty Limited	Genco Liberty	180,032	9/11/18		2016
Baltic Lion Limited	Baltic Lion	179,185	4/8/15	(1)	2012
Baltic Tiger Limited	Genco Tiger	179,185	4/8/15	(1)	2011
Baltic Leopard Limited	Baltic Leopard	53,446	4/8/10	(2)	2009
Baltic Panther Limited	Baltic Panther	53,350	4/29/10	(2)	2009
Baltic Cougar Limited	Baltic Cougar	53,432	5/28/10	(2)	2009
Baltic Jaguar Limited	Baltic Jaguar	53,473	5/14/10	(2)	2009
Baltic Bear Limited	Baltic Bear	177,717	5/14/10	(2)	2010
Baltic Wolf Limited	Baltic Wolf	177,752	10/14/10	(2)	2010
Baltic Wind Limited	Baltic Wind	34,408	8/4/10	(2)	2009
Baltic Cove Limited	Baltic Cove	34,403	8/23/10	(2)	2010
Baltic Breeze Limited	Baltic Breeze	34,386	10/12/10	(2)	2010
Baltic Fox Limited	Baltic Fox	31,883	9/6/13	(2)	2010
Baltic Hare Limited	Baltic Hare	31,887	9/5/13	(2)	2009
Baltic Hornet Limited	Baltic Hornet	63,574	10/29/14	(2)	2014
Baltic Wasp Limited	Baltic Wasp	63,389	1/2/15	(2)	2015
Baltic Scorpion Limited	Baltic Scorpion	63,462	8/6/15		2015
Baltic Mantis Limited	Baltic Mantis	63,470	10/9/15		2015

(1) The delivery date for these vessels represents the date that the vessel was purchased from Baltic Trading.

(2) The delivery date for these vessels represents the date that the vessel was delivered to Baltic Trading.

2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of consolidation

The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) which includes the accounts of GS&T and its direct and indirect wholly-owned subsidiaries.  All intercompany accounts and transactions have been eliminated in consolidation.

Basis of presentation

The accompanying condensed consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial information and the rules and regulations of the Securities and Exchange Commission (the “SEC”).  In the opinion of management of the Company, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and operating results have been included in the statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted.  These condensed consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s annual report on Form 10-K for the year ended December 31, 2018 (the “2018 10-K”).  The results of operations for the three months ended March 31, 2019 are not necessarily indicative of the operating results to be expected for the year ending December 31, 2019.

The preparation of financial statements in conformity with U.S. GAAP 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 valuations, the valuation of amounts due from charterers, performance claims, residual value of vessels, useful life of vessels and the fair value of derivative instruments, if any.  Actual results could differ from those estimates.

Segment reporting

The Company reports financial information and evaluates its operations by voyage revenues and not by the length of ship employment for its customers, i.e., spot or time charters.  Each of the Company’s vessels serve the same type of customer, have similar operations and maintenance requirements, operate in the same regulatory environment, and are subject to similar economic characteristics. Based on this, the Company has determined that it operates in one reportable segment, the ocean transportation of drybulk cargoes worldwide through the ownership and operation of drybulk carrier vessels. 

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Restricted cash

Current and non-current restricted cash includes cash that is restricted pursuant to our credit facilities.  Refer to Note 7 — Debt.  The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the Condensed Consolidated Balance Sheets that sum to the total of the same amounts shown in the Condensed Consolidated Statements of Cash Flows:

	March 31,		December 31,		March 31,		December 31,
	2019		2018		2018		2017
Cash and cash equivalents	$	187,713	$	197,499	$	172,775	$	174,479
Restricted cash - current		4,947		4,947		5,447		7,234
Restricted cash - noncurrent		315		315		22,977		23,233
Cash, cash equivalents and restricted cash	$	192,975	$	202,761	$	201,199	$	204,946

Vessels held for sale

On November 23, 2018, the Company reached an agreement to sell the Genco Vigour, and the relevant vessel assets have been classified as held for sale in the Condensed Consolidated Balance Sheet as of December 31, 2018.  This vessel was sold on January 28, 2019.  Refer to Note 4 — Vessel Acquisitions and Dispositions for further information.

Vessels, net

Vessels, net is 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 capitalizes interest costs for a vessel under construction as a cost that 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 March 31, 2019  and 2018 was $16,488 and $15,673, 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 estimated scrap value of $310 per lightweight ton (“lwt”) times the weight of the ship noted in lwt.    

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. As of March 31, 2019 and December 31, 2018, the Company had an accrual of $640 and $345, respectively, related to these estimated customer claims.

Revenue recognition

Since the Company’s inception, revenues have been generated from time charter agreements, spot market voyage charters, pool agreements and spot market-related 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, including any ballast bonus payments received pursuant to the time charter agreement.  Spot market-related time charters are the same as other time charter agreements, except the time charter rates

11

are variable and are based on a percentage of the average daily rates as published by the Baltic Dry Index (“BDI”).  Voyage revenues also include the sale of bunkers consumed during short-term time charters pursuant to the terms of the time charter agreement.

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 records spot market-related time charter revenues over the term of the charter as service is provided based on the rate determined based on the BDI for each billing period.  As such, the revenue earned by the Company’s vessels that are on spot market-related time charters is subject to fluctuations of the spot market.

The Company has identified that time charter agreements, including fixed rate time charters and spot market-related time charters, contain a lease in accordance with Accounting Standards Codification (“ASC”) 842 — Leases, refer to Note 12 — Voyage Revenue for further discussion.

The Company recognizes revenue for spot market voyage charters ratably over the total transit time of each voyage, which commences at the time the vessel arrives at the loading port and ends at the time the discharge of cargo is completed at the discharge port, in accordance with ASC 606 — Revenue from Contracts with Customers (“ASC 606”).  Refer to Note 12 — Voyage Revenue for further discussion.

At March 31, 2019 and December 31, 2018, the Company did not have any of its vessels in vessel pools.  Under pool arrangements, the vessels operate under a time charter agreement whereby the cost of bunkers and port expenses are borne by the pool and operating costs including crews, maintenance and insurance are typically paid by the owner of the vessel.  Since the members of the pool share in the revenue less voyage expenses generated by the entire group of vessels in the pool, and the pool operates in the spot market, the revenue earned by these vessels is subject to the fluctuations of the spot market.  The Company recognizes revenue from these pool arrangements based on its portion of the net distributions reported by the relevant pool, which represents the net voyage revenue of the pool after voyage expenses and pool manager fees.

Voyage expense recognition

In time charters, spot market-related time charters and pool agreements, operating costs including crews, maintenance and insurance are typically paid by the owner of the vessel and specified voyage costs such as fuel and port charges are paid by the charterer. These expenses are borne by the Company during spot market voyage charters.  As such, there are significantly higher voyage expenses for spot market voyage charters as compared to time charters, spot market-related time charters and pool agreements.  Refer to Note 12 — Voyage Revenue for further discussion of the accounting for fuel expenses for spot market voyage charters.  There are certain other non-specified voyage expenses, such as commissions, which are typically borne by the Company. At the inception of a time charter, the Company records the difference between the cost of bunker fuel delivered by the terminating charterer and the bunker fuel sold to the new charterer as a gain or loss within voyage expenses. Additionally, the Company records lower of cost and net realizable value adjustments to re-value the bunker fuel on a quarterly basis for certain time charter agreements where the inventory is subject to gains and losses.  These differences in bunkers, including any lower of cost and net realizable value adjustments, resulted in a net (loss) gain of ($350) and $855 during the three months ended March 31, 2019 and 2018, respectively.  Additionally, voyage expenses include the cost of bunkers consumed during short-term time charters pursuant to the terms of the time charter agreement. 

Charter hire expenses

During the second quarter of 2018, the Company began chartering-in third-party vessels.  The costs to charter-in these vessels, which primarily include the daily charter hire rate net of commissions or net freight revenue, are recorded as Charter hire expenses.  The company recorded $2,419 of charter hire expenses during the three months ended March 31, 2019.

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Impairment of vessel assets

During the three months ended March 31, 2019 and 2018, the Company recorded $0 and $56,402, respectively, related to the impairment of vessel assets in accordance with ASC 360 — “Property, Plant and Equipment” (“ASC 360”). 

On February 27, 2018, the Board of Directors determined to dispose of the Company’s following nine vessels: the Genco Cavalier, the Genco Loire, the Genco Lorraine, the Genco Muse, the Genco Normandy, the Baltic Cougar, the Baltic Jaguar, the Baltic Leopard and the Baltic Panther, at times and on terms to be determined in the future.  Given this decision, and that the estimated future undiscounted cash flows for each of these older vessels did not exceed the net book value for each vessel, we adjusted the values of these older vessels to their respective fair market values during the three months ended March 31, 2018.  This resulted in an impairment loss of $56,402 during the three months ended March 31, 2018.

Gain on sale of vessels

During the three months ended March 31, 2019, the Company recorded a net gain of $611 related to the sale of vessels.  The net gain of $611 recorded during the three months ended March 31, 2019 related primarily to the sale of the Genco Vigour.  There were no vessels sold during the three months ended March 31, 2018.

Recent accounting pronouncements

In August 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2018-13, “Disclosure Framework: Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-03”),” which change the disclosure requirements for fair value measurements by removing, adding, and modifying certain disclosures. This ASU is effective for fiscal years beginning after December 15, 2019, and for interim periods within that year.  Early adoption is permitted for any eliminated or modified disclosures upon issuance of this ASU.  The Company is currently evaluating the impact of this adoption on its consolidated financial statements and related disclosures. 

In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842)” (“ASC 842”), which replaces the existing guidance in ASC 840 – Leases (“ASC 840”).  This ASU requires a dual approach for lessee accounting under which a lessee would account for leases as finance leases or operating leases.  Both finance leases and operating leases will result in the lessee recognizing a right-of-use asset and a corresponding lease liability for leases with lease terms of more than twelve months. For finance leases, the lessee would recognize interest expense and amortization of the right-of-use asset and for operating leases, the lessee would recognize a straight-line total lease expense.  Accounting by lessors will remain largely unchanged from current U.S. GAAP.  The requirements of this standard include an increase in required disclosures.  This ASU was effective for fiscal years beginning after December 15, 2018, and for interim periods within those fiscal years.  Lessees and lessors were required to apply the new standard at the beginning of the earliest period presented in the financial statements in which they first apply the new guidance, using a modified retrospective transition method. The requirements of this standard include a significant increase in required disclosures. In July 2018, the FASB issued ASU No. 2018-11, “Leases (Topic 842): Targeted Improvements” which provides clarifications and improvements to ASC 842, including allowing entities to elect an additional transition method with which to adopt ASC 842.  The approved transition method enables entities to apply the transition requirements at the effective date of ASC 842 (rather than at the beginning of the earliest comparative period presented as currently required) with the effect of the initial application of ASC 842 recognized as a cumulative-effect adjustment to retained earnings in the period of adoption.  As a result, an entity’s reporting for the comparative periods presented in the year of adoption would continue to be in accordance with ASC 840, Lease (Topic 840) (“ASC 840”), including the disclosure requirements of ASC 840.   The Company adopted ASC 842 on January 1, 2019 using this transition method.  

The new guidance provides a number of optional practical expedients in the transition.  The Company has elected the package of practical expedients, which among other things, allows the carryforward of the historical lease classification. Further, upon implementation of the new guidance, the Company has elected the practical expedients to combine lease and non-lease components, and to not recognize right-of-use assets and lease liabilities for short-term

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leases. Upon adoption of ASC 842 on January 1, 2019, the Company recorded a right-of-use asset of $9,710 and an operating lease liability of $13,095 in the Condensed Consolidated Balance Sheets.  Refer to Note 13 — Leases for further information regarding our operating lease agreement and the effect of the adoption of ASC 842 from a lessee perspective.

Pursuant to ASC 842, the Company has identified revenue from its time charter agreements as lease revenue.  Refer to Note 12— Voyage revenue for additional information regarding the adoption of ASC 842 from a lessor perspective.

3 - CASH FLOW INFORMATION

For the three months ended March 31, 2019, the Company had non-cash investing activities not included in the Condensed Consolidated Statement of Cash Flows for items included in Accounts payable and accrued expenses consisting of $306 for the Purchase of vessels, including deposits, $41 for the Net proceeds from sale of vessels and $124 for the Purchase of other fixed assets.  For the three months ended March 31, 2019, the Company had non-cash financing activities not included in the Condensed Consolidated Statement of Cash Flows for items included in Accounts payable and accrued expenses consisting of $20 for the Payment of deferred financing fees.

For the three months ended March 31, 2018 the Company had non-cash investing activities not included in the Condensed Consolidated Statement of Cash Flows for items included in Accounts payable and accrued expenses consisting of $64 for the Purchase of other fixed assets.

During the three months ended March 31, 2019 and 2018, cash paid for interest was $7,760 and $7,530, respectively. 

During the three months ended March 31, 2019 and 2018, there was no cash paid for estimated income taxes.

On March 4, 2019, the Company issued 106,079 restricted stock units and options to purchase 240,540 shares of the Company’s stock at an exercise price of $8.39 to certain individuals. The fair value of these restricted stock units and stock options were $890 and $904, respectively.

On February 27, 2018, the Company issued 37,346 restricted stock units and options to purchase 122,608 shares of the Company’s stock at an exercise price of $13.69 to certain individuals.  The fair value of these restricted stock units and stock options were $512 and $926, respectively. 

Refer to Note 15 — Stock-Based Compensation for further information regarding the aforementioned grants.   

4 - VESSEL ACQUISITIONS AND DISPOSITIONS

Vessel Acquisitions

On June 6, 2018, the Company entered into an agreement for the en bloc purchase of four drybulk vessels, including two Capesize drybulk vessels and two Ultramax drybulk vessels for approximately $141,000.  Each vessel was built with a fuel-saving “eco” engine.  The Genco Resolute, a 2015-built Capesize vessel, was delivered on August 14, 2018 and the Genco Endeavour, a 2015-built Capesize vessel, was delivered on August 15, 2018.  The Genco Weatherly, a 2014-built Ultramax vessel, was delivered on July 26, 2018 and the Genco Columbia, a 2016-built Ultramax vessel, was delivered on September 10, 2018. The Company utilized a combination of cash on hand and proceeds from the $108 Million Credit Facility to finance the purchase.

On July 12, 2018, the Company entered into agreements to purchase two 2016-built Capesize drybulk vessels for an aggregate purchase price of $98,000.  The Genco Defender was delivered on September 6, 2018 and the Genco Liberty was delivered on September 11, 2018. The Company utilized a combination of cash on hand and proceeds from the $108 Million Credit Facility to finance the purchase.

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Vessel Dispositions

On November 23, 2018, the Company entered into an agreement to sell the Genco Vigour, a 1999-built Panamax vessel, to a third party for $6,550 less a 2.0% broker commission payable to a third party.  The sale was completed on January 28, 2019.  The vessel assets were classified as held for sale in the Condensed Consolidated Balance Sheet as of December 31, 2018.  

On November 21, 2018, the Company entered into an agreement to sell the Genco Knight, a 1999-built Panamax vessel, to a third party for $6,200 less a 3.0% broker commission payable to a third party.  The sale was completed on December 26, 2018.

On November 15, 2018, the Company entered into an agreement to sell the Genco Beauty, a 1999-built Panamax vessel, to a third party for $6,560 less a 3.0% broker commission payable to a third party.  The sale was completed on December 17, 2018.

On October 31, 2018, the Company entered into an agreement to sell the Genco Muse, a 2001-built Handymax vessel, to a third party for $6,660 less a 2.0% broker commission payable to a third party.  The sale was completed on December 5, 2018.

On August 30, 2018, the Company entered into an agreement to sell the Genco Cavalier, a 2007-built Supramax vessel, to a third party for $10,000 less a 2.5% broker commission payable to a third party.  The sale was completed on October 16, 2018.  The Genco Cavalier served as collateral under the $495 Million Credit Facility; therefore, $4,947 of the net proceeds received from the sale will remain classified as restricted cash for 180 days following the sale date which has been reflected as current restricted cash in the Condensed Consolidated Balance Sheets as of March 31, 2019 and December 31, 2018.  That amount can be used towards the financing of a replacement vessel or vessels meeting certain requirements and added as collateral under the facility.  If such a replacement vessel is not added as collateral within such 180 day period, the Company will be required to use the proceeds as a loan prepayment.  On April 15, 2019, the Company utilized these proceeds as a loan prepayment under the $495 Million Credit Facility, refer to Note 17 — Subsequent Events. 

On July 24, 2018, the Company entered into an agreement to sell the Genco Surprise, a 1998-built Panamax vessel, to a third party for $5,300 less a 3.0% broker commission payable to a third party.  On August 7, 2018, the Company completed the sale of the Genco Surprise. 

On June 27, 2018, the Company reached agreements to sell the Genco Explorer and the Genco Progress, both 1999-built Handysize vessels, to a third party for $5,600 each less a 3.0% broker commission payable to a third party.  The sale of the Genco Progress was completed on September 13, 2018 and the sale of the Genco Explorer was completed on November 13, 2018.  

With the exception of the Genco Cavalier, the aforementioned six vessels that were sold during the year ended December 31, 2018 and the Genco Vigour which was sold during the three months ended March 31, 2019 do not serve as collateral under any of the Company’s credit facilities; therefore the Company was not required to pay down any indebtedness with the proceeds from the sales. 

Refer to Note 1 — General Information for a listing of the delivery dates for the vessels in the Company’s fleet.

5 - NET LOSS PER SHARE

The computation of basic net loss per share is based on the weighted-average number of common shares outstanding during the reporting period. The computation of diluted net loss per share assumes the vesting of nonvested stock awards and the exercise of stock options (refer to Note 15 — Stock-Based Compensation), for which the assumed proceeds upon vesting are deemed to be the amount of compensation cost attributable to future services and are not yet recognized using the treasury stock method, to the extent dilutive.  There were 242,772 restricted stock units and 496,148 stock options excluded from the computation of diluted net loss per share during the three months ended March 31, 2019 

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because they were anti-dilutive.  There were 264,367 shares of restricted stock and restricted stock units and 255,608 stock options excluded from the computation of diluted net loss per share during the three months ended March 31, 2018 because they were anti-dilutive.  (refer to Note 15 — Stock-Based Compensation) 

The Company’s diluted net loss per share will also reflect the assumed conversion of the equity warrants issued when the Company emerged from bankruptcy on July 9, 2014 (the “Effective Date”) and MIP Warrants issued by the Company (refer to Note 15 — Stock-Based Compensation) if the impact is dilutive under the treasury stock method.  The equity warrants have a 7-year term that commenced on the day following the Effective Date and are exercisable for one tenth of a share of the Company’s common stock.  There were no unvested MIP Warrants and 3,936,761 equity warrants excluded from the computation of diluted net loss per share during the three months ended March 31, 2019 and 2018 because they were anti-dilutive. 

The components of the denominator for the calculation of basic and diluted net loss per share are as follows:

	For the Three Months Ended
	March 31,
	2019	2018
Common shares outstanding, basic:
Weighted-average common shares outstanding, basic	41,726,106	34,577,990
Common shares outstanding, diluted:
Weighted-average common shares outstanding, basic	41,726,106	34,577,990
Dilutive effect of warrants	—	—
Dilutive effect of stock options	—	—
Dilutive effect of restricted stock awards	—	—
Weighted-average common shares outstanding, diluted	41,726,106	34,577,990

6 - RELATED PARTY TRANSACTIONS

During the three months ended March 31, 2019 and 2018, the Company did not identify any related party transactions.

7 – DEBT

Long-term debt, net consists of the following:

	March 31,		December 31,
	2019		2018
Principal amount	$	534,840	$	551,420
Less:  Unamortized debt financing costs		(15,967)		(16,272)
Less: Current portion		(70,351)		(66,320)
Long-term debt, net	$	448,522	$	468,828

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	March 31, 2019				December 31, 2018
			Unamortized				Unamortized
			Debt Issuance				Debt Issuance
	Principal		Cost		Principal		Cost
$495 Million Credit Facility	$	430,000	$	14,213	$	445,000	$	14,423
$108 Million Credit Facility		104,840		1,754		106,420		1,849
Total debt	$	534,840	$	15,967	$	551,420	$	16,272

As of March 31, 2019 and December 31, 2018, $15,967 and $16,272 of deferred financing costs, respectively, were presented as a direct deduction within the outstanding debt balance in the Company’s Condensed Consolidated Balance Sheet. Amortization expense for deferred financing costs was $915 and $573 for the three months ended March 31, 2019 and 2018, respectively. This amortization expense is recorded as a component of Interest expense in the Condensed Consolidated Statements of Operations.

Effective June 5, 2018, the portion of the unamortized deferred financing costs for the $400 Million Credit Facility and 2014 Term Loan Facilities that was identified as a debt modification, rather than an extinguishment of debt, is being amortized over the life of the $495 Million Credit Facility.

$495 Million Credit Facility

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

On February 28, 2019, the Company entered into an Amendment and Restatement Agreement (the “Amendment”) for this credit facility (the “$495 Million Credit Facility”) with Nordea Bank AB (publ), New York Branch  (“Nordea”), as Administrative Agent and Security Agent, the various lenders party thereto, and Nordea, Skandinaviska Enskilda Banken AB (publ), ABN AMRO Capital USA LLC, DVB Bank SE, Crédit Agricole Corporate & Investment Bank, and Danish Ship Finance A/S  as Bookrunners and Mandated Lead Arrangers.  The Amendment provides for an additional tranche up to $35,000 to finance a portion of the acquisitions, installations, and related costs for exhaust gas cleaning systems (or “scrubbers”) for 17 of the Company’s Capesize vessels. 

As of March 31, 2019, there was $35,000 of availability under the $495 Million Credit Facility.  Total debt repayments of $15,000 were made during the three months ended March 31, 2019 under the $495 Million Credit Facility.  There were no debt repayments made under the $495 Million Credit Facility during the three months ended March 31, 2018.  As of March 31, 2019 and December 31, 2018, the total outstanding net debt balance was $415,787 and $430,577, respectively.

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

· The final maturity date is May 31, 2023.

· Borrowings bear interest at London Interbank Offered Rate (“LIBOR”) plus 3.25% through December 31, 2018 and LIBOR plus a range of 3.00% and 3.50% thereafter, dependent upon the Company’s ratio of total net indebtedness to the last twelve months EBITDA.  Scheduled amortization payments are $15,000 per quarter commencing on December 31, 2018, with a final payment of $190,000 due on the maturity date.

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

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

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

· The final maturity date is May 31, 2023.

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

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

· The tranche is subject to equal consecutive quarterly repayments commencing on the last day of the fiscal quarter ending March 31, 2020 in an amount reflecting a repayment profile whereby the loans shall have been repaid after four years calculated from March 31, 2020. Assuming that the full $35,000 is borrowed, each quarterly repayment amount would be equal to $2,500.

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

· Dividends may be paid after December 31, 2018 (or potentially earlier if the Company elects to change the date of its first amortization payment due December 31, 2018 to an earlier date) subject to customary conditions and a limitation of 50% of consolidated net income for the quarter preceding such dividend payment if the collateral maintenance test ratio is 200% or less for such quarter, the full commitment of up to $35,000 for the scrubber tranche is assumed to be drawn.

· Collateral vessels can be sold or disposed of without prepayment of the loan if a replacement vessel or vessels meeting certain requirements are included as collateral within 180 days of such sale or disposition.  In addition:

· we must be in compliance with the collateral maintenance test;

· the replacement vessels must become collateral for the loan; and either

· the replacement vessels must have an equal or greater appraised value that the collateral vessels for which they are substituted, or

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

· Key financial covenants include:

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

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

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

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

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

As of March 31, 2019, the Company was in compliance with all of the financial covenants under the $495 Million Credit Facility.

$108 Million Credit Facility

On August 14, 2018, the Company entered into a five-year senior secured credit facility (the “$108 Million Credit Facility”) with Crédit Agricole Corporate & Investment Bank (“CACIB”), as Structurer and Bookrunner, CACIB and Skandinaviska Enskilda Banken AB (Publ) as Mandate Lead Arrangers, CACIB as Administrative Agent and as Security Agent, and the other lenders party thereto from time to time.  The Company has used proceeds from the $108 Million Credit Facility to finance a portion of the purchase price for the six vessels, including four Capesize Vessels and two Ultramax vessels, which were delivered to the Company during the three months ended September 30, 2018 (refer to Note 4 —  Vessel Acquisitions and Dispositions).  These six vessels also serve as collateral under the $108 Million Credit Facility.  The Company drew down a total of $108,000 during the three months ended September 30, 2018, which represents 45% of the appraised value of the six vessels.

As of March 31, 2019, there was no availability under the $108 Million Credit Facility.  Total debt repayments of $1,580 were made during the three months ended March 31, 2019 under the $108 Million Credit Facility.  There were no debt repayments made during the three months ended March 31, 2018 under the $108 Million Credit Facility.  As of March 31, 2019 and December 31, 2018, the total outstanding net debt balance was $103,086 and $104,571, respectively.

The $108 Million Credit Facility provides for the following key terms:

· The final maturity date of the $108 Million Credit Facility is August 14, 2023.

· Borrowings under the $108 Million Credit Facility bear interest at LIBOR plus 2.50% through September 30, 2019 and LIBOR plus a range of 2.25% to 2.75% thereafter, dependent upon the Company’s ratio of total net indebtedness to the last twelve months EBITDA.

· Scheduled amortization payments under the $108 Million Credit Facility reflect a repayment profile whereby the facility shall have been repaid to nil when the average vessel aged of the collateral vessels reaches 20 years.  Based on this, the required repayments are $1,580 per quarter commencing on December 31, 2018, with a final balloon payment on the maturity date.

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

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· Dividends may be paid subject to customary conditions and a limitation of 50% of consolidated net income for the quarter preceding such dividend payment if the collateral maintenance test ratio is 200% or less for such quarter.

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

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

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

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

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

· collateral maintenance, with the aggregate appraised value of collateral vessels to be at least 135% of the principal amount of the loan outstanding under the $108 Million Credit Facility.

As of March 31, 2019, the Company was in compliance with all of the financial covenants under the $108 Million Credit Facility.

$400 Million Credit Facility

On November 10, 2016, the Company entered into a senior secured term loan facility, the $400 Million Credit Facility, in an aggregate principal amount of up to $400,000 with Nordea Bank Finland plc, New York Branch, Skandinaviska Enskilda Banken AB (publ), DVB Bank SE, ABN AMRO Capital USA LLC, Crédit Agricole Corporate and Investment Bank, Deutsche Bank AG Filiale Deutschlandgeschäft, Crédit Industriel et Commercial and BNP Paribas.  On November 15, 2016, the proceeds under the $400 Million Credit Facility were used to refinance six of the Company’s prior credit facilities. The $400 Million Credit Facility was collateralized by 45 of the Company’s vessels and at December 31, 2016, required the Company to sell five remaining unencumbered vessels, which were sold during the year ended December 31, 2017.  On November 14, 2016, the Company borrowed the maximum available amount of $400,000. 

The $400 Million Credit Facility had a maturity date of November 15, 2021, and the principal borrowed under the facility bore interest at the LIBOR for an interest period of three months plus a margin of 3.75%.  The Company had the option to pay 1.50% of such rate in-kind (“PIK interest”) through December 31, 2018, of which was payable on the maturity date of the facility.  The Company opted to make the PIK interest election through September 29, 2017. As of March 31, 2019 and December 31, 2018,  the Company did not have any PIK interest recorded.  The $400 Million Credit Facility originally had scheduled amortization payments of (i) $100 per quarter through December 31, 2018, (ii) $7,610 per quarter from March 31, 2019 through December 31, 2020, (iii) $18,571 per quarter from March 31, 2021 through September 30, 2021 and (iv) $282,605 upon final maturity on November 15, 2021, which did not include PIK interest.  Pursuant to the credit facility agreement, upon the payment of any excess cash flow to the lenders (see below), the scheduled repayments were adjusted to reflect the reduction of future amortization amounts.   

There was no collateral maintenance testing for the $400 Million Credit Facility prior to June 30, 2018.  Thereafter, there was to be required collateral maintenance testing with a gradually increasing threshold calculated as the value of the collateral under the facility as a percentage of the loan outstanding as follows: 105% from June 30, 2018 to December 30, 2018, 115% from December 31, 2018 to December 30, 2020 and 135% thereafter. 

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The $400 Million Credit Facility required the Company to comply with a number of covenants substantially similar to those in the Company’s other credit facilities, including financial covenants related to debt to total book capitalization, minimum working capital, minimum liquidity, and dividends; collateral maintenance requirements (as described above); and other customary covenants.  The Company was required to maintain a ratio of total indebtedness to total capitalization of not greater than 0.70 to 1.00 at all times.  Minimum working capital as defined in the $400 Million Credit Facility was not to be less than $0 at all times.  The $400 Million Credit Facility had minimum liquidity requirements at all times for all vessels in its fleet of (i) $250 per vessel to and including December 31, 2018, (ii) $400 per vessel from January 1, 2019 to and including December 31, 2019 and (iii) $700 per vessel from January 1, 2020 and thereafter. The Company was prohibited from paying dividends without lender consent through December 31, 2020.  The Company was able establish non-recourse subsidiaries to incur indebtedness or make investments, but it was restricted from incurring indebtedness or making investments (other than through non-recourse subsidiaries).  Excess cash from the collateralized vessels under the $400 Million Credit Facility was subject to a cash sweep.  The cash flow sweep was 100% of excess cash flow through December 31, 2018, 75% through December 31, 2020 and the lesser of 50% of excess cash flow or an amount that would reflect a 15-year average vessel age repayment profile thereafter; provided no prepayment under the cash sweep was required from the first $10,000 in aggregate of the prepayments otherwise required under the cash sweep.  During the three months ended March 31, 2019 and 2018, the Company repaid $0 and $11,334, respectively, for the excess cash flow sweep.

There were no debt repayments made during the three months ended March 31, 2019 and total debt repayments of $11,434 were made during the three months ended March 31, 2018 under the $400 Million Credit Facility. 

On June 5, 2018, the $400 Million Credit Facility was refinanced with the $495 Million Credit Facility; refer to the “$495 Million Credit Facility” section above. 

$98 Million Credit Facility

On November 4, 2015, thirteen of the Company’s wholly-owned subsidiaries entered into a Facility Agreement, by and among such subsidiaries as borrowers (collectively, the “Borrowers”); Genco Holdings Limited, a direct subsidiary of Genco of which the Borrowers are direct subsidiaries (“Holdco”); certain funds managed or advised by Hayfin Capital Management, Breakwater Capital Ltd, or their nominee, as lenders; and Hayfin Services LLP, as agent and security agent (the “$98 Million Credit Facility”).  The Borrowers borrowed the maximum available amount of $98,271 under the facility on November 10, 2015.

Borrowings under the facility were available for working capital purposes.  The facility had a final maturity date of September 30, 2020, and the principal borrowed under the facility bore interest at LIBOR for an interest period of three months plus a margin of 6.125% per annum.  The facility had no fixed amortization payments for the first two years and fixed amortization payments of $2,500 per quarter thereafter.  To the extent the value of the collateral under the facility was 182% or less of the loan amount outstanding, the Borrowers were to prepay the loan from earnings received from operation of the thirteen collateral vessels after deduction of the following amounts:  costs, fees, expenses, interest, and fixed principal repayments under the facility; operating expenses relating to the thirteen vessels; and the Borrowers’ pro rata share of general and administrative expenses based on the number of vessels they owned.

The Facility Agreement required the Borrowers and, in certain cases, the Company and Holdco to comply with a number of covenants substantially similar to those in the other credit facilities of Genco and its subsidiaries, including financial covenants related to maximum leverage, minimum consolidated net worth, minimum liquidity, and dividends; collateral maintenance requirements; and other customary covenants. The Company was prohibited from paying dividends under this facility until December 31, 2018. Following December 31, 2018, the amount of dividends the Company could pay was limited based on the amount of the repayment of at least $25,000 of the loan under such facility, as well as the ratio of the value of vessels and certain other collateral pledged under such facility.  The Facility Agreement included usual and customary events of default and remedies for facilities of this nature.

Borrowings under the facility were secured by first priority mortgage on the vessels owned by the Borrowers, namely the Genco Constantine, the Genco Augustus, the Genco London, the Genco Titus, the Genco Tiberius, the Genco Hadrian, the Genco Knight, the Genco Beauty, the Genco Vigour, the Genco Predator, the Genco Cavalier, the Genco

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Champion, and the Genco Charger, and related collateral.  Pursuant to the Facility Agreement and a separate Guarantee executed by the Company, the Company and Holdco were acting as guarantors of the obligations of the Borrowers and each other under the Facility Agreement and its related documentation.

On November 15, 2016, the Company entered into an Amending and Restating Agreement, which amended and restated the credit agreements and the guarantee for the $98 Million Credit Facility (the “Restated $98 Million Credit Facility”).  The Restated $98 Million Credit Facility provided for the following: reductions in the minimum liquidity requirements consistent with the $400 Million Credit Facility, except the minimum liquidity amount for the collateral vessels under this facility was $750 per vessel, which was reflected as restricted cash; netting of certain amounts against the measurements of the collateral maintenance covenant, which remained in place with a 140% value to loan threshold; a portion of amounts required to be maintained under the minimum liquidity covenant for this facility may, under certain circumstances, have been used to prepay the facility to maintain compliance with the collateral maintenance covenant; elimination of the original maximum leverage ratio and minimum net worth covenants; and restrictions on incurring indebtedness, making investments (other than through non-recourse subsidiaries) or paying dividends, similar to those provided for in the $400 Million Credit Facility.  The minimum working capital and the total indebtedness to total capitalization were the same as the $400 Million Credit Facility. 

There were no debt repayments made during the three months ended March 31, 2019 and total debt repayments of $2,542 made during the three months ended March 31, 2018 under the $98 Million Credit Facility. 

On June 5, 2018, the $98 Million Credit Facility was refinanced with the $495 Million Credit Facility; refer to the “$495 Million Credit Facility” section above. 

2014 Term Loan Facilities

On October 8, 2014, Baltic Trading and its wholly-owned subsidiaries, Baltic Hornet Limited and Baltic Wasp Limited, each entered into a loan agreement and related documentation for a credit facility in a principal amount of up to $16,800 with ABN AMRO Capital USA LLC and its affiliates (the “2014 Term Loan Facilities”) to partially finance the newbuilding Ultramax vessel that each subsidiary acquired, namely the Baltic Hornet and Baltic Wasp, respectively.  Amounts borrowed under the 2014 Term Loan Facilities were not allowed to be reborrowed.  The 2014 Term Loan Facilities had a ten-year term, and the facility amount was to be the lowest of 60% of the delivered cost per vessel, $16,800 per vessel, and 60% of the fair market value of each vessel at delivery.  The 2014 Term Loan Facilities were insured by the China Export & Credit Insurance Corporation (Sinosure) in order to cover political and commercial risks for 95% of the outstanding principal plus interest, which was recorded in deferred financing fees.  Borrowings under the 2014 Term Loan Facilities bore interest at the three or six-month LIBOR rate plus an applicable margin of 2.50% per annum.  Borrowings were to be repaid in 20 equal consecutive semi-annual installments of 1/24 of the facility amount plus a balloon payment of 1/6 of the facility amount at final maturity.  Principal repayments commenced six months after the actual delivery date for each respective vessel.

Borrowings under the 2014 Term Loan Facilities were secured by liens on the vessels acquired with borrowings under these facilities, namely the Baltic Hornet and Baltic Wasp, and other related assets. The Company guaranteed the obligations of the Baltic Hornet and Baltic Wasp under the 2014 Term Loan Facilities.

On November 15, 2016, the Company entered into Supplemental Agreements with lenders under our 2014 Term Loan Facilities which, among other things, amended the Company’s collateral maintenance covenants under the 2014 Term Loan Facilities to provide that such covenants would not be tested through December 30, 2017 and the minimum collateral value to loan ratio was 100% from December 31, 2017, 105% from June 30, 2018, 115% from December 31, 2018 and 135% from December 31, 2019.  These Supplemental Agreements also provided for certain other amendments to the 2014 Term Loan Facilities, which included reductions in the minimum liquidity requirements consistent with the $400 Million Credit Facility and restrictions on incurring indebtedness, making investments (other than through non-recourse subsidiaries) or paying dividends, similar to the $400 Million Credit Facility. Additionally, the minimum working capital required was the same as under the $400 Million Credit Facility.  Lastly, the maximum leverage requirement was equivalent to the debt to total capitalization requirement in the $400 Million Credit Facility.

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There were no debt repayments made during the three months ended March 31, 2019 and total debt repayments of $681 were made during the three months ended March 31, 2018 under the 2014 Term Loan Facilities. 

On June 5, 2018, the 2014 Term Loan Facilities were refinanced with the $495 Million Credit Facility; refer to the “$495 Million Credit Facility” section above. 

Interest rates

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

	For the Three Months Ended
	March 31,
	2019		2018
Effective Interest Rate	5.56	%	5.83	%
Range of Interest Rates (excluding unused commitment fees)	4.99 % to 5.76	%	3.83 % to 8.43	%

8 - FAIR VALUE OF FINANCIAL INSTRUMENTS

The fair values and carrying values of the Company’s financial instruments at March 31, 2019 and December 31, 2018 which are required to be disclosed at fair value, but not recorded at fair value, are noted below.

	March 31, 2019				December 31, 2018
	Carrying				Carrying
	Value		Fair Value		Value		Fair Value
Cash and cash equivalents	$	187,713	$	187,713	$	197,499	$	197,499
Restricted cash		5,262		5,262		5,262		5,262
Floating rate debt		534,840		534,840		551,420		551,420

The carrying value of the borrowings under the $495 Million Credit Facility and the $108 Million Credit Facility as of March 31, 2019 and December 31, 2018 approximate their fair value due to the variable interest nature thereof as each of these credit facilities represent floating rate loans.  Refer to Note 7 — Debt for further information regarding the Company’s credit facilities.  The $495 Million Credit Facility was utilized to refinance the $400 Million Credit Facility, $98 Million Credit Facility and 2014 Term Loan Facilities on June 5, 2018 and was subsequently amended on February 28, 2019.  The carrying amounts of the Company’s other financial instruments at March 31, 2019 and December 31, 2018 (principally Due from charterers and Accounts payable and accrued expenses) approximate fair values because of the relatively short maturity of these instruments.

ASC Subtopic 820-10, “Fair Value Measurements & Disclosures” (“ASC 820-10”), applies to all assets and liabilities that are being measured and reported on a fair value basis.  This guidance 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 fair value framework requires the categorization of assets and liabilities into three levels based upon the assumption (inputs) used to price the assets or liabilities. Level 1 provides the most reliable measure of fair value, whereas Level 3 requires significant management judgment. The three levels are defined as follows:

· Level 1—Valuations based on quoted prices in active markets for identical instruments that the Company is able to access. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these instruments does not entail a significant degree of judgment.

· Level 2—Valuations based on quoted prices in active markets for instruments that are similar, or quoted prices in markets that are not active for identical or similar instruments, and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets.

· Level 3—Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

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Cash and cash equivalents and restricted cash are considered Level 1 items as they represent liquid assets with short-term maturities. Floating rate debt is considered to be a Level 2 item, as the Company considers the estimate of rates it could obtain for similar debt or based upon transactions amongst third parties. Nonrecurring fair value measurements include vessel impairment assessments completed during the interim period and at year-end as determined based on third-party quotes, which are based on various data points, including comparable sales of similar vessels, which are Level 2 inputs.  During the three months ended March 31, 2018, the vessels assets for nine of the Company’s vessels were written down as part of the impairment recorded during the three months ended March 31, 2018.  There was no vessel impairment recorded during the three months ended March 31, 2019.Refer to “Impairment of vessel assets” section in Note 2 — Summary of Significant Accounting Policies.  The Company did not have any Level 3 financial assets or liabilities as of March 31, 2019 and December 31, 2018.

9 - PREPAID EXPENSES AND OTHER CURRENT ASSETS

Prepaid expenses and other current assets consist of the following:

	March 31,		December 31,
	2019		2018
Vessel stores	$	629	$	597
Capitalized contract costs		748		2,289
Prepaid items		4,590		3,426
Insurance receivable		1,239		851
Advance to agents		1,063		1,109
Other		944		2,177
Total prepaid expenses and other current assets	$	9,213	$	10,449

10 - FIXED ASSETS

Fixed assets, net consists of the following:

	March 31,		December 31,
	2019		2018
Fixed assets, at cost:
Vessel equipment	$	3,786	$	2,873
Furniture and fixtures		462		462
Leasehold improvements		29		—
Computer equipment		257		236
Total costs		4,534		3,571
Less: accumulated depreciation and amortization		(1,435)		(1,281)
Total fixed assets, net	$	3,099	$	2,290

Depreciation and amortization expense for fixed assets for the three months ended March 31, 2019 and 2018 was $154 and $71, respectively. 

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11 - ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses consist of the following:

	March 31,		December 31,
	2019		2018
Accounts payable	$	12,802	$	15,110
Accrued general and administrative expenses		1,434		4,298
Accrued vessel operating expenses		9,901		9,735
Total accounts payable and accrued expenses	$	24,137	$	29,143

12 – VOYAGE REVENUE

Total voyage revenue includes revenue earned on fixed rate time charters, spot market voyage charters and spot market-related time charters, as well as the sale of bunkers consumed during short-term time charters.  For the three months ended March 31, 2019 and 2018, the Company earned $93,464 and $76,916 of voyage revenue, respectively.

Revenue for spot market voyage charters is recognized ratably over the total transit time of the voyage which begins when the vessel arrives at the loading port and ends at the time the discharge of cargo is completed at the discharge port in accordance with ASC 606.  Spot market voyage charter agreements do not provide the charterers with substantive decision-making rights to direct how and for what purpose the vessel is used, therefore revenue from spot market voyage charters is not within the scope of ASC 842. Additionally, the Company has identified that the contract fulfillment costs of spot market voyage charters consist primarily of the fuel consumption that is incurred by the Company from the latter of the end of the previous vessel employment and the contract date until the arrival at the loading port in addition to any port expenses incurred prior to arrival at the load port, as well as any charter hire expenses for third-party vessels that are chartered in.  The fuel consumption during this period is capitalized and recorded in Prepaid expenses and other current assets in the Condensed Consolidated Balance Sheet and is amortized ratably over the total transit time of the voyage from arrival at the loading port until the vessel departs from the discharge port and expensed as part of Voyage Expenses.  Refer also to Note 9 — Prepaid Expenses and Other Current Assets.

During time charter agreements, including fixed rate time charters and spot market-related time charters, the charterers have substantive decision-making rights to direct how and for what purpose the vessel is used.  As such, the Company has identified that time charter agreements contain a lease in accordance with ASC 842.  During time charter agreements, the Company is responsible for operating and maintaining the vessels.  These costs are recorded as vessel operating expenses in the Condensed Consolidated Statements of Operation.  The Company has elected the practical expedient that allows the Company to combine lease and non-lease components under ASC 842 as the Company believes (1) the timing and pattern of recognizing revenues for operating the vessel is the same as the timing and pattern of recognizing vessel leasing revenue; and (2) the lease component, if accounted for separately, would be classified as an operating lease. 

Total voyage revenue recognized in the Condensed Consolidated Statements of Operations includes the following:

	For the Three Months Ended
	March 31,
	2019		2018
Lease revenue	$	23,390	$	42,854
Spot market voyage revenue		70,074		34,062
Total voyage revenues	$	93,464	$	76,916

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13 - LEASES

Effective April 4, 2011, the Company entered into a seven-year sub-sublease agreement for its main office in New York, New York.  The term of the sub-sublease commenced June 1, 2011, with a free base rental period until October 31, 2011. Following the expiration of the free base rental period, the monthly base rental payments were $82 per month until May 31, 2015 and thereafter were $90 per month until the end of the seven-year term.  Pursuant to the sub-sublease agreement, the sublessor was obligated to contribute $472 toward the cost of the Company’s alterations to the sub-subleased office space.  The Company has also entered into a direct lease with the over-landlord of such office space that commenced immediately upon the expiration of such sub-sublease agreement, for a term covering the period from May 1, 2018 to September 30, 2025; the direct lease provided for a free base rental period from May 1, 2018 to September 30, 2018.  Following the expiration of the free base rental period, the monthly base rental payments are $186 per month from October 1, 2018 to April 30, 2023 and $204 per month from May 1, 2023 to September 30, 2025.  For accounting purposes, the sub-sublease agreement and direct lease agreement with the landlord constitute one lease agreement. 

The Company adopted ASC 842 using the transition method on January 1, 2019 (refer to Note 2 — Summary of Significant Accounting Policies) and has identified this lease as an operating lease. Total operating lease cost recorded during the three months ended March 31, 2019 was $452, which was recorded in General and administrative expenses in the Condensed Consolidated Statements of Operation.  Variable rent expense, such as utilities and escalation expenses, are excluded from the determination of the operating lease liability, as the Company has deemed these insignificant.

Supplemental Condensed Consolidated Balance Sheet information related to the Company’s operating leases as of March 31, 2019 are as follows:   

	March 31,
	2019
Operating Lease:
Operating lease right-of-use asset	$	9,425
Current operating lease liabilities	$	1,613
Long-term operating lease liabilities		11,092
Total operating lease liabilities	$	12,705
Weighted average remaining lease term (years)		6.51
Weighted average discount rate		5.15	%

Maturities of operating lease liabilities as of March 31, 2019 are as follows:

	March 31,
	2019
Remainder of 2019	$	1,672
2020		2,230
2021		2,230
2022		2,230
2023		2,378
Thereafter		4,292
Total lease payments		15,032
Less imputed interest		(2,327)
Present value of lease liabilities	$	12,705

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Maturities of operating lease liabilities as of December 31, 2018 are as follows:

	December 31,
	2018
2019	$	2,230
2020		2,230
2021		2,230
2022		2,230
2023		2,378
Thereafter		4,292
Total lease payments		15,590

Supplemental Condensed Consolidated Cash Flow information related to leases are as follows:

	For the Three
	Months Ended
	March 31,
	2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating lease	$	557

Under the previous leasing guidance under ASC 840, the Company had deferred rent at December 31, 2018 of $3,468.  Rent expense pertaining to this lease for the three months ended March 31, 2018 under ASC 840 was $452.  

During the second quarter of 2018, the Company began chartering-in third-party vessels.  Under ASC 842, the Company is the lessee in these agreements.   The Company has elected the practical expedient under ASC 842 to not recognize right-of-use assets and lease liabilities for short-term leases.  During the three months ended March 31, 2019, all charter-in agreements for third-party vessels were less than twelve months and considered short-term leases.  Refer to Note 2 — Summary of Significant Accounting Policies for the charter hire expenses recorded during the three months ended March 31, 2019 for these charter-in agreements.

14 – COMMITMENTS AND CONTINGENCIES

During the second half of 2018, the Company entered into agreements for the purchase of ballast water treatments systems (“BWTS”) for 47 of its vessels.  The cost of these systems will vary based on the size and specifications of each vessel and whether the systems will be installed in China during the vessels’ scheduled drydockings.  Based on the contractual purchase price of the BWTS and the estimated installation fees, the Company estimates the cost of the systems to be approximately $0.8 million for Capesize vessels,  $0.5 million for Panamax vessels,  $0.5 million for Supramax vessels and $0.5 million for Handysize vessels. These costs will be capitalized and depreciated over the remainder of the life of the vessel.  The Company recorded $2,426 and $1,804 in Vessel assets in the Condensed Consolidated Balance Sheets as of March 31, 2019 and December 31, 2018, respectively.  

On December 21, 2018, the Company entered into agreements to install scrubbers on its 17 Capesize vessels.  The Company anticipates scrubber installation on the 17 Capesize vessels to be completed during 2019 and estimate that the cost of each scrubber, including installation, will be approximately $2.25 million per vessel, which may vary according to the specifications of our vessels and technical aspects of the installation, among other variables.  These costs will be capitalized and depreciated over the remainder of the life of the vessel.  The Company recorded $6,293 and $428 in Vessel assets in the Condensed Consolidated Balance Sheet as of March 31, 2019 and December 31, 2018,

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respectively.  The Company has entered into an amendment to the $495 Million Credit Facility to provide financing to cover a portion of these expenses, refer to Note 7 — Debt for further information.

15 - STOCK-BASED COMPENSATION

2014 Management Incentive Plan

On the Effective Date, pursuant to the Chapter 11 Plan, the Company adopted the Genco Shipping & Trading Limited 2014 Management Incentive Plan (the “MIP”). An aggregate of 966,806 shares of Common Stock were available for award under the MIP.  Awards under the MIP took the form of restricted stock grants and three tiers of MIP Warrants with staggered strike prices based on increasing equity values.  The number of shares of common stock available under the Plan represented approximately 1.8% of the shares of post-emergence Common Stock outstanding as of the Effective Date on a fully-diluted basis. Awards under the MIP were available to eligible employees, non-employee directors and/or officers of the Company and its subsidiaries (collectively, “Eligible Individuals”). Under the MIP, a committee appointed by the Board from time to time (or, in the absence of such a committee, the Board) (in either case, the “Plan Committee”) could grant a variety of stock-based incentive awards, as the Plan Committee deems appropriate, to Eligible Individuals. The MIP Warrants are exercisable on a cashless basis and contain customary anti-dilution protection in the event of any stock split, reverse stock split, stock dividend, reclassification, dividend or other distributions (including, but not limited to, cash dividends), or business combination transaction. 

On August 7, 2014, pursuant to the MIP, certain individuals were granted MIP Warrants whereby each warrant can be converted on a cashless basis for the amount in excess of the respective strike price. The MIP Warrants were issued in three tranches for 238,066,  246,701 and 370,979 shares and have exercise prices of $259.10 (the “$259.10 Warrants”), $287.30 (the “$287.30 Warrants”) and $341.90 (the “$341.90 Warrants”) per whole share, respectively. The fair value of each warrant upon emergence from bankruptcy was $7.22 for the $259.10 Warrants, $6.63 for the $287.30 Warrants and $5.63 for the $341.90 Warrants. The warrant values were based upon a calculation using the Black-Scholes-Merton option pricing formula. This model uses inputs such as the underlying price of the shares issued when the warrant is exercised, volatility, cost of capital interest rate and expected life of the instrument. The Company has determined that the warrants should be classified within Level 3 of the fair value hierarchy by evaluating each input for the Black-Scholes-Merton option pricing formula against the fair value hierarchy criteria and using the lowest level of input as the basis for the fair value classification. The Black-Scholes-Merton option pricing formula used a volatility of 43.91% (representing the six-year volatility of a peer group), a risk-free interest rate of 1.85% and a dividend rate of 0%.  The aggregate fair value of these awards upon emergence from bankruptcy was $54,436. The warrants vested 33.33% on each of the first three anniversaries of the grant date, with accelerated vesting upon a change in control of the Company.

For the three months ended March 31, 2019 and 2018, there was no amortization expense of the fair value of these warrants recorded.  As of March 31, 2019, there was no unamortized stock-based compensation for the warrants and all warrants were vested.

The following table summarizes certain information about the warrants outstanding as of March 31, 2019:

Warrants Outstanding and Unvested,				Warrants Outstanding and Exercisable,
March 31, 2019				March 31, 2019
			Weighted				Weighted
	Weighted		Average		Weighted		Average
	Average		Remaining		Average		Remaining
Number of	Exercise		Contractual	Number of	Exercise		Contractual
Warrants	Price		Life	Warrants	Price		Life
—	$	—	—	8,557,461	$	303.12	1.36

As of March 31, 2019 and December 31, 2018, a total of 8,557,461 of warrants were outstanding. 

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2015 Equity Incentive Plan

On June 26, 2015, the Company’s Board of Directors approved the 2015 Equity Incentive Plan for awards with respect to an aggregate of 400,000 shares of common stock (the “2015 Plan”).  Under the 2015 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 the Company’s officers, directors, employees, and consultants.  Awards may consist of stock options, stock appreciation rights, dividend equivalent rights, restricted (nonvested) stock, restricted stock units, and unrestricted stock.  As of March 31, 2019, the Company has awarded restricted stock units, restricted stock and stock options under the 2015 Plan.

On March 23, 2017, the Board of Directors approved an amendment and restatement of the 2015 Plan.  This amendment and restatement increased the number of shares available for awards under the plan from 400,000 to 2,750,000, subject to shareholder approval; set the annual limit for awards to non-employee directors and other individuals as 500,000 and 1,000,000 shares, respectively; and modified the change in control definition.  The Company’s shareholder’s approved the increase in the number of shares at the Company’s 2017 Annual Meeting of Shareholders on May 17, 2017.

Stock Options

On March 23, 2017, the Company issued options to purchase 133,000 of the Company’s shares of common stock to John C. Wobensmith, Chief Executive Officer and President, with an exercise price of $11.13 per share.  One third of the options become exercisable on each of the first three anniversaries of October 15, 2016, with accelerated vesting upon a change in control of the Company, and all unexercised options expire on the sixth anniversary of the grant date.  The fair value of each option was estimated on the date of the grant using the Black-Scholes-Merton pricing formula, resulting in a value of $6.41 per share, or $853 in the aggregate.  The assumptions used in the Black-Scholes-Merton option pricing formula are as follows: volatility of 79.80% (representing a blend of the Company’s historical volatility and a peer-based volatility estimate due to limited trading history since emergence from bankruptcy), a risk-free interest rate of 1.68%, a dividend yield of 0%, and expected life of 3.78 years (determined using the simplified method as outlined in Staff Accounting Bulletin 14 – Share-Based Payment (“SAB Topic 14”) due to lack of historical exercise data). 

On February 27, 2018, the Company issued options to purchase 122,608 of the Company’s shares of common stock to certain individuals with an exercise price of $13.69 per share.  One third of the options become exercisable on each of the first three anniversaries of February 27, 2018, with accelerated vesting that may occur following a change in control of the Company, and all unexercised options expire on the sixth anniversary of the grant date.  The fair value of each option was estimated on the date of the grant using the Black-Scholes-Merton pricing formula, resulting in a value of $7.55 per share, or $926 in the aggregate.  The assumptions used in the Black-Scholes-Merton option pricing formula are as follows: volatility of 71.94% (representing a blend of the Company’s historical volatility and a peer-based volatility estimate due to limited trading history post recapitalization of the Company in November 2016), a risk-free interest rate of 2.53%, a dividend yield of 0%, and expected life of 4.00 years (determined using the simplified method as outlined in SAB Topic 14 due to lack of historical exercise data). 

On March 4, 2019, the Company issued options to purchase 240,540 of the Company’s shares of common stock to certain individuals with an exercise price of $8.39 per share.  One third of the options become exercisable on each of the first three anniversaries of March 4, 2019, with accelerated vesting that may occur following a change in control of the Company, and all unexercised options expire on the sixth anniversary of the grant date.  The fair value of each option was estimated on the date of the grant using the Black-Scholes-Merton pricing formula, resulting in a value of $3.76 per share, or $904 in the aggregate.  The assumptions used in the Black-Scholes-Merton option pricing formula are as follows: volatility of 55.23% (representing the Company’s historical volatility), a risk-free interest rate of 2.49%, a

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dividend yield of 0%, and expected life of 4.00 years (determined using the simplified method as outlined in SAB Topic 14 due to lack of historical exercise data). 

For the three months ended March 31, 2019 and 2018, the Company recognized amortization expense of the fair value of these options, which is included in General and administrative expenses, as follows:

	For the Three Months Ended
	March 31,
	2019		2018
General and administrative expenses	$	181	$	123

Amortization of the unamortized stock-based compensation balance of $1,259 as of March 31, 2019 is expected to be expensed $669,  $431,  $142 and $17 during the remainder of 2019 and during the years ended December 31, 2020, 2021 and 2022, respectively.  The following table summarizes the unvested option activity for the three months ended March 31, 2019:

	Number of	Average Exercise		Average Fair
	Options	Price		Value
Outstanding at January 1, 2019 - Unvested	166,942	$	13.01	$	7.25
Granted	240,540		8.39		3.76
Exercisable	(40,869)		13.69		7.55
Exercised	—		—		—
Forfeited	—		—		—
Outstanding at March 31, 2019 - Unvested	366,613	$	9.90	$	4.93

The following table summarizes certain information about the options outstanding as of March 31, 2019

		Options Outstanding and Unvested,				Options Outstanding and Exercisable,
		March 31, 2019				March 31, 2019
Weighted					Weighted				Weighted
Average			Weighted		Average		Weighted		Average
Exercise Price of			Average		Remaining		Average		Remaining
Outstanding		Number of	Exercise		Contractual	Number of	Exercise		Contractual
Options		Options	Price		Life	Options	Price		Life
$	10.43	366,613	$	9.90	5.47	129,535	$	11.94	3.27

As of March 31, 2019 and December 31, 2018, a total of 496,148 and 255,608 stock options were outstanding, respectively.

Restricted Stock Units

The Company has issued restricted stock units (“RSUs”) under the 2015 Plan to certain members of the Board of Directors and certain executives and employees of the Company, which represent the right to receive a share of common stock, or in the sole discretion of the Company’s Compensation Committee, the value of a share of common stock on the date that the RSU vests.  As of March 31, 2019 and December 31, 2018, 228,781 and 216,304 shares of the Company’s common stock were outstanding in respect of the RSUs, respectively.  Such shares of common stock will only be issued in respect of vested RSUs issued to directors when the director’s service with the Company as a director terminates.  Such shares of common stock will only be issued to executives and employees when their RSUs vest under the terms of their grant agreements and the amended 2015 Plan described above. 

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The RSUs that have been issued to certain members of the Board of Directors generally vest on the date of the annual shareholders meeting of the Company following the date of the grant.  The RSUs that have been issued to other individuals vest ratably on each of the three anniversaries of the determined vesting date.  The table below summarizes the Company’s unvested RSUs for the three months ended March 31, 2019:

		Weighted
	Number of	Average Grant
	RSUs	Date Price
Outstanding at January 1, 2019	149,170	$	12.42
Granted	106,079		8.39
Vested	(12,477)		13.69
Forfeited	—		—
Outstanding at March 31, 2019	242,772	$	10.59

The total fair value of the RSUs that vested during the three months ended March 31, 2019 and 2018 was $107 and $0, respectively. The total fair value is calculated as the number of shares vested during the period multiplied by the fair value on the vesting date.    

The following table summarizes certain information of the RSUs unvested and vested as of March 31, 2019:

Unvested RSUs				Vested RSUs
March 31, 2019				March 31, 2019
			Weighted
	Weighted		Average		Weighted
	Average		Remaining		Average
Number of	Grant Date		Contractual	Number of	Grant Date
RSUs	Price		Life	RSUs	Price
242,772	$	10.59	1.70	306,712	$	11.30

The Company is amortizing these grants over the applicable vesting periods, net of anticipated forfeitures.  As of March 31, 2019, unrecognized compensation cost of $1,294 related to RSUs will be recognized over a weighted-average period of 1.70 years.

For the three months ended March 31, 2019 and 2018, the Company recognized nonvested stock amortization expense for the RSUs, which is included in General and administrative expenses as follows:

	For the Three Months Ended
	March 31,
	2019		2018
General and administrative expenses	$	271	$	366

Restricted Stock

Under the 2015 Plan, grants of restricted common stock issued to executives ordinarily vest ratably on each of the three anniversaries of the determined vesting date.  As of March 31, 2019, all restricted stock awards under the 2015 Plan were vested.

There were no shares that vested under the 2015 Plan during the three months ended March 31, 2019 and 2018.  The total fair value is calculated as the number of shares vested during the period multiplied by the fair value on the vesting date.

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For the three months ended March 31, 2019 and 2018, the Company recognized nonvested stock amortization expense for the 2015 Plan restricted shares, which is included in General and administrative expenses, as follows:

	For the Three Months Ended
	March 31,
	2019		2018
General and administrative expenses	$	—	$	3

The Company amortized these grants over the applicable vesting periods, net of anticipated forfeitures.  As of March 31, 2019, there was no unrecognized compensation cost.

16 - LEGAL PROCEEDINGS

In April 2015, six class action complaints were filed in the Supreme Court of the State of New York, County of New York.  On May 26, 2015, the six actions were consolidated under the caption In Re Baltic Trading Ltd. Stockholder Litigation, Index No. 651241/2015, and a consolidated class action complaint was filed on June 10, 2015 (the “Consolidated Complaint”).  The Consolidated Complaint was purported to be brought by and on behalf of Baltic Trading’s shareholders and alleges that the then-proposed July 2015 merger did not fairly compensate Baltic Trading’s shareholders and undervalued Baltic Trading.  The Consolidated Complaint named as defendants the Company, Baltic Trading, the individual members of Baltic Trading’s board, and the Company’s merger subsidiary. The claims generally alleged (i) breaches of fiduciary duties of good faith, due care, disclosure to shareholders, and loyalty, including for failing to maximize shareholder value, and (ii) aiding and abetting those breaches. Among other relief, the complaints sought an injunction against the merger, declaratory judgments that the individual defendants breached fiduciary duties, rescission of the merger agreement, and unspecified damages.

On July 9, 2015, plaintiffs in that action moved to enjoin the merger vote, scheduled to take place on July 17, 2015.  The motion to enjoin the vote was denied on July 15, 2015.  Plaintiffs sought an emergency injunction and temporary restraining order from the New York State Appellate Division, First Department the following day, on July 16, 2015.  The Appellate Division denied the request, and the vote, and subsequent merger, proceeded as scheduled on July 17, 2015.  Plaintiffs thereafter withdrew that appeal.

On June 30, 2015, defendants had moved to dismiss the Consolidated Complaint in its entirety.  Plaintiffs subsequently served an Amended Consolidated Complaint, and defendants directed their motion to dismiss to that amended complaint.  The motion to dismiss was granted and the Amended Consolidated Complaint was dismissed with prejudice on August 29, 2016.  By a Decision and Order dated April 26, 2018, the New York State Appellate Division, First Department affirmed the dismissal of the amended complaint.  The time for plaintiffs to file a motion for leave to appeal to the New York State Court of Appeals has expired.

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 effect on the Company, its financial condition, results of operations or cash flows besides those noted above.

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17 – SUBSEQUENT EVENTS

On April 15, 2019, the Company utilized $4,947 of the proceeds from the sale of the Genco Cavalier that was classified as restricted cash as of March 31, 2019 and December 31, 2018 as a loan prepayment under the $495 Million Credit Facility.  Under the terms of the $495 Million Credit Facility, the amount received from the proceeds of the sale of a collateralized vessel can be used towards the financing of a replacement vessel or vessels meeting certain requirements and added as collateral under the facility.  However, since a replacement vessel was not added as collateral within the 180 day period stipulated in the $495 Million Credit Facility, the Company was required to utilize the proceeds as a loan prepayment.  As a result of the prepayment, the scheduled amortization payments were recalculated in accordance with terms of the facility.  As such, for the $460,000 tranche, scheduled amortization payments will be $14,864 per quarter commencing June 30, 2019, with a final payment of $187,601 due on the maturity date. As a result of the loan prepayment, the availability under the $35,000 tranche was reduced to $34,628.  Assuming that the full $34,628 is borrowed, scheduled quarterly repayments would be approximately $2,473 commencing March 31, 2020.  The Current portion of long-term debt in the Condensed Consolidated Balance Sheets as of March 31, 2019 reflects this revised repayment schedule, as well as the early prepayment.

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ITEM 2.       MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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

This report contains forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements use words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” and other words and terms of similar meaning in connection with a discussion of potential future events, circumstances or future operating or financial performance.  These forward-looking statements are based on our management’s current expectations and observations. Included among the factors that, in our view, could cause actual results to differ materially from the forward looking statements contained in this report are the following: (i) declines or sustained weakness in demand in the drybulk shipping industry; (ii) continuation of weakness or declines in drybulk shipping rates; (iii) changes in the supply of or demand for drybulk products, generally or in particular regions; (iv) changes in the supply of drybulk carriers including newbuilding of vessels or lower than anticipated scrapping of older vessels; (v) changes in rules and regulations applicable to the cargo industry, including, without limitation, legislation adopted by international organizations or by individual countries and actions taken by regulatory authorities; (vi) increases in costs and expenses including but not limited to: crew wages, insurance, provisions, lube oil, bunkers, repairs, maintenance, general and administrative expenses, and management fee expenses; (vii) whether our insurance arrangements are adequate; (viii) changes in general domestic and international political conditions; (ix) acts of war, terrorism, or piracy; (x) changes in the condition of the Company’s vessels or applicable maintenance or regulatory standards (which may affect, among other things, our anticipated drydocking or maintenance and repair costs) and unanticipated drydock expenditures; (xi) the Company’s acquisition or disposition of vessels; (xii) the amount of offhire time needed to complete repairs on vessels and the timing and amount of any reimbursement by our insurance carriers for insurance claims, including offhire days; (xiii) the completion of definitive documentation with respect to charters; (xiv) charterers’ compliance with the terms of their charters in the current market environment; (xv) the extent to which our operating results continue to be affected by weakness in market conditions and freight and charter rates; (xvi) our ability to maintain contracts that are critical to our operation, to obtain and maintain acceptable terms with our vendors, customers and service providers and to retain key executives, managers and employees; (xvii) completion of documentation for vessel transactions and the performance of the terms thereof by buyers or sellers of vessels and us; (xviii) the terms of definitive documentation for the purchase and installation of exhaust gas cleaning systems, or scrubbers, for our vessels and our ability to have scrubbers installed within the price range and time frame anticipated; (xix) our ability to obtain any additional financing for scrubbers on acceptable terms; (xx) the relative cost and availability of low sulfur and high sulfur fuel or any additional scrubbers we may seek to install; (xxi) our ability to realize the economic benefits or recover the cost of the scrubbers we plan to install; (xxii) worldwide compliance with sulfur emissions regulations due to take effect on January 1, 2020; 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, 2018 and subsequent reports on Form 8-K and Form 10-Q.

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 that transports iron ore, coal, grain, steel products and other drybulk cargoes along worldwide shipping routes through the ownership and operation of drybulk carrier vessels.  Our fleet currently consists of 58 drybulk vessels, including 17 Capesize drybulk carriers, two Panamax drybulk carriers, six Ultramax drybulk carriers, 20 Supramax drybulk carriers and 13 Handysize drybulk carriers, with an aggregate carrying capacity of approximately 5,075,000 dwt and an average age of approximately 9.3 years.  We seek to deploy our vessels on time charters, spot market voyage charters, spot market-related time charters or in vessel pools trading in the spot market, to reputable charterers.  The majority of the vessels in our current fleet are presently engaged under time charter, spot market voyage charters and spot market-related time charter contracts that expire (assuming the option periods in the time charters are not exercised) between May 2019 and August 2019.

See pages 40 - 41 for a table of all vessels in our fleet.

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In 2017, we began implementing initiatives to expand our commercial platform and more actively manage the employment of our vessels.  We hired commercial directors for our major bulk and minor bulk fleets and began employment of our vessels directly with cargo owners under cargo contracts.  To better capitalize on opportunities to employ our vessels, we expanded our global commercial presence with the establishment of new offices in Singapore and Copenhagen.  Additionally, we have withdrawn all of our vessels from their respective pools and have reallocated our freight exposure to the Atlantic basin to seek to capture the earnings premium historically offered.  Overall, our fleet deployment strategy remains weighted towards short-term fixtures, which provide optionality in a potentially rising freight rate environment.  In addition to both short and long-term time charters, we fix our vessels on spot market voyage charters as well as spot market-related time charters depending on market conditions and management’s outlook.  

Over the course of 2018, the United States imposed a series of tariffs on several goods imported from various countries. Certain of these countries, including China, undertook retaliatory actions by implementing tariffs on select U.S. products. Most notably in terms of drybulk trade volumes is China’s tariff placed upon U.S. soybean exports, which could adversely affect drybulk rates. To date, our observation of trade flows has been that China has increased its market share of Brazilian soybeans, while a portion of U.S. shipments have been re-directed to other destinations such as Latin America and Europe.    During the first quarter of 2019, trade tensions between China and the U.S. appeared to be moderately easing as several reports indicated that China agreed to purchase large quantities of U.S. soybeans. This varied from actions taken at the end of 2018, in which minimal U.S. soybeans were purchased by China during what is traditionally peak North American grain season.However, as of the date of this filing, there is no trade agreement currently in place between China and the U.S., and the risk of rising trade tensions between the two nations and further escalation of tariffs if no agreement is reached remains.

On October 27, 2016, the Marine Environment Protection Committee (“MEPC”) announced the ratification of regulations mandating reduction in sulfur emissions from 3.5% currently to 0.5% as of the beginning of 2020 rather than pushing the deadline back to 2025. By 2020, ships will now have to reduce sulfur emissions, for which the principal solutions are the use of exhaust gas cleaning systems (“scrubbers”) or buying fuel with low sulfur content. If a vessel is not retrofitted with a scrubber, it will need to use low sulfur fuel, which is currently more expensive than standard marine fuel containing 3.5% sulfur content.  This increased demand for low sulfur fuel may result in an increase in prices for such fuel. 

We have entered into agreements to install scrubbers on our 17 Capesize vessels.  We expect the balance of our fleet will consume compliant, low sulfur fuel beginning in 2020 but intend to continue to evaluate other options.  During the course of 2018, we sold seven of our older, less fuel efficient vessels and purchased six modern high specification vessels with a goal of improving fuel consumption and further reduce emissions.  We also sold an additional vessel during January 2019 and will continue to seek opportunities to renew our fleet going forward. 

On January 1, 2019, we adopted Accounting Standards Codification (“ASC”) 842 — Leases which resulted in a right-of-use and operating lease liability for our office lease in New York.  Refer to Note 2 — Summary of Significant Accounting Policies and Note 13 — Leases of our Condensed Consolidated Financial Statements for further information.

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

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

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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.

Factors Affecting Our Results of Operations

We believe that the following table reflects important measures for analyzing trends in our results of operations. The table reflects our ownership days, chartered-in days, available days, operating days, fleet utilization, TCE rates and daily vessel operating expenses for the three months ended March 31, 2019 and 2018 on a consolidated basis. 

	For the Three Months Ended
	March 31,				Increase
	2019		2018		(Decrease)		% Change
Fleet Data:
Ownership days (1)
Capesize		1,530.0		1,170.0		360.0	30.8	%
Panamax		207.2		540.0		(332.8)	(61.6)	%
Ultramax		540.0		360.0		180.0	50.0	%
Supramax		1,800.0		1,890.0		(90.0)	(4.8)	%
Handymax		—		90.0		(90.0)	(100.0)	%
Handysize		1,170.0		1,350.0		(180.0)	(13.3)	%
Total		5,247.2		5,400.0		(152.8)	(2.8)	%
Chartered-in days (2)
Capesize		—		—		—	—	%
Panamax		—		—		—	—	%
Ultramax		30.4		—		30.4	100.0	%
Supramax		186.4		—		186.4	100.0	%
Handymax		17.4		—		17.4	100.0	%
Handysize		58.9		—		58.9	100.0	%
Total		293.1		—		293.1	100.0	%
Available days (owned & chartered-in fleet) (3)
Capesize		1,528.8		1,137.8		391.0	34.4	%
Panamax		207.2		540.0		(332.8)	(61.6)	%
Ultramax		570.2		359.7		210.5	58.5	%
Supramax		1,945.6		1,889.6		56.0	3.0	%
Handymax		17.4		81.8		(64.4)	(78.7)	%
Handysize		1,226.9		1,326.6		(99.7)	(7.5)	%
Total		5,496.1		5,335.5		160.6	3.0	%
Available days (owned fleet) (4)
Capesize		1,528.8		1,137.8		391.0	34.4	%
Panamax		207.2		540.0		(332.8)	(61.6)	%
Ultramax		539.8		359.7		180.1	50.1	%
Supramax		1,759.2		1,889.6		(130.4)	(6.9)	%
Handymax		—		81.8		(81.8)	(100.0)	%
Handysize		1,168.0		1,326.6		(158.6)	(12.0)	%
Total		5,203.0		5,335.5		(132.5)	(2.5)	%
Operating days (5)
Capesize		1,515.3		1,137.8		377.5	33.2	%
Panamax		199.7		536.7		(337.0)	(62.8)	%
Ultramax		531.5		353.5		178.0	50.4	%
Supramax		1,915.9		1,869.1		46.8	2.5	%

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	For the Three Months Ended
	March 31,						Increase
	2019			2018			(Decrease)			% Change
Handymax		17.4			81.8			(64.4)		(78.7)	%
Handysize		1,202.7			1,312.8			(110.1)		(8.4)	%
Total		5,382.5			5,291.7			90.8		1.7	%
Fleet utilization (6)
Capesize		99.0	%		99.3	%		(0.3)	%	(0.3)	%
Panamax		96.4	%		99.4	%		(3.0)	%	(3.0)	%
Ultramax		93.2	%		98.2	%		(5.0)	%	(5.1)	%
Supramax		97.1	%		98.9	%		(1.8)	%	(1.8)	%
Handymax		100.0	%		90.9	%		9.1	%	10.0	%
Handysize		97.9	%		98.9	%		(1.0)	%	(1.0)	%
Fleet average		97.4	%		98.9	%		(1.5)	%	(1.5)	%

	For the Three Months Ended
	March 31,				Increase
	2019		2018		(Decrease)		% Change
Average Daily Results:
Time Charter Equivalent (7)
Capesize	$	12,054	$	13,739	$	(1,685)	(12.3)	%
Panamax		7,889		8,987		(1,098)	(12.2)	%
Ultramax		8,421		10,895		(2,474)	(22.7)	%
Supramax		8,769		9,965		(1,196)	(12.0)	%
Handymax		—		10,519		(10,519)	(100.0)	%
Handysize		6,938		8,842		(1,904)	(21.5)	%
Fleet average		9,230		10,463		(1,233)	(11.8)	%
Daily vessel operating expenses (8)
Capesize	$	4,963	$	4,702	$	261	5.6	%
Panamax		4,327		4,392		(65)	(1.5)	%
Ultramax		4,300		4,334		(34)	(0.8)	%
Supramax		4,268		4,419		(151)	(3.4)	%
Handymax		—		5,971		(5,971)	(100.0)	%
Handysize		4,015		4,033		(18)	(0.4)	%
Fleet average		4,420		4,401		19	0.4	%

Definitions

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

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

(2) Chartered-in days. We define chartered-in days as the aggregate number of days in a period during which we chartered-in third-party vessels. 

(3) Available days (owned and chartered-in fleet).  We define available days, which we have recently updated and incorporated in the table above to better demonstrate the manner in which we evaluate our business, as the number of our ownership days and chartered-in days less the aggregate number of days that our vessels are off-hire due to

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familiarization upon acquisition, repairs or repairs under guarantee, vessel upgrades or special surveys.  Companies in the shipping industry generally use available days to measure the number of days in a period during which vessels should be capable of generating revenues.

(4)Available days (owned fleet).  We define available days for the owned fleet as available days less chartered-in days.

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

(6) Fleet utilization.  We calculate fleet utilization,  which we have recently updated and incorporated in the table above to better demonstrate the manner in which we evaluate our business, as the number of our operating days during a period divided by the number of ownership days plus chartered-in days less drydocking days. 

(7) TCE rates.  We define TCE rates as our voyage revenues less voyage expenses and charter-hire expenses, divided by the number of the available days of our owned fleet during the period, which is consistent with industry standards. TCE rate is a common shipping industry performance measure used primarily to compare daily earnings generated by vessels on time charters with daily earnings generated by vessels on voyage charters, because charterhire rates for vessels on voyage charters are generally not expressed in per-day amounts while charterhire rates for vessels on time charters generally are expressed in such amounts.

	For the Three Months Ended
	March 31,
	2019		2018
Voyage revenues (in thousands)	$	93,464	$	76,916
Voyage expenses (in thousands)		43,022		21,093
Charter hire expenses (in thousands)		2,419		—
		48,023		55,823
Total available days for owned fleet		5,203.0		5,335.5
Total TCE rate	$	9,230	$	10,463

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

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Operating Data

The following table represents the operating data for the three months ended March 31, 2019 and 2018 on a consolidated basis.

	For the Three Months Ended
	March 31,
	2019		2018		Change		% Change
	(U.S. dollars in thousands, except for per shareamounts)
Revenue:
Voyage revenues	$	93,464	$	76,916	$	16,548	21.5	%
Total revenues		93,464		76,916		16,548	21.5	%
Operating Expenses:
Voyage expenses		43,022		21,093		21,929	104.0	%
Vessel operating expenses		23,190		23,767		(577)	(2.4)	%
Charter hire expenses		2,419		—		2,419	100.0	%
General and administrative expenses (inclusive of nonvested stock amortization expense of $452 and $493, respectively)		6,310		5,218		1,092	20.9	%
Technical management fees		1,940		1,948		(8)	(0.4)	%
Depreciation and amortization		18,076		16,886		1,190	7.0	%
Impairment of vessel assets		—		56,402		(56,402)	(100.0)	%
Gain on sale of vessels		(611)		—		(611)	100.0	%
Total operating expenses		94,346		125,314		(30,968)	(24.7)	%
Operating loss		(882)		(48,398)		47,516	(98.2)	%
Other expense		(6,919)		(7,415)		496	(6.7)	%
Loss before income taxes		(7,801)		(55,813)		48,012	(86.0)	%
Income tax expense		—		—		—	—
Net loss	$	(7,801)	$	(55,813)	$	48,012	(86.0)	%
Net loss per share - basic	$	(0.19)	$	(1.61)	$	1.42	(88.2)	%
Net loss per share - diluted	$	(0.19)	$	(1.61)	$	1.42	(88.2)	%
Weighted average common shares outstanding - basic		41,726,106		34,577,990		7,148,116	20.7	%
Weighted average common shares outstanding - diluted		41,726,106		34,577,990		7,148,116	20.7	%
EBITDA (1)	$	17,523	$	(31,597)	$	49,120	(155.5)	%

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(1) EBITDA represents net (loss) income plus net interest expense, taxes and depreciation and amortization.  EBITDA is included because it is used by management and certain investors as a measure of operating performance. EBITDA is used by analysts in the shipping industry as a common performance measure to compare results across peers.  Our management uses EBITDA as a performance measure in our consolidated internal financial statements, and it is presented for review at our board meetings.  We believe that EBITDA is useful to investors as the shipping industry is capital intensive which often results in significant depreciation and cost of financing.  EBITDA presents investors with a measure in addition to net income to evaluate our performance prior to these costs.  EBITDA is not an item recognized by U.S. GAAP (i.e., non-GAAP measure) and should not be considered as an alternative to net income, operating income or any other indicator of a company’s operating performance required by U.S. GAAP.  EBITDA is not a measure of liquidity or cash flows as shown in our Condensed Consolidated Statements of Cash Flows.  The definition of EBITDA used here may not be comparable to that used by other companies.  The following table demonstrates our calculation of EBITDA and provides a reconciliation of EBITDA to net (loss) income for each of the periods presented above:

	For the Three Months Ended
	March 31,
	2019		2018
Net loss	$	(7,801)	$	(55,813)
Net interest expense		7,248		7,330
Income tax expense		—		—
Depreciation and amortization		18,076		16,886
EBITDA (1)	$	17,523	$	(31,597)

Results of Operations

The following tables set forth information about the current employment of the vessels in our fleet as of May 8, 2019:

	Year	Charter
Vessel	Built	Expiration(1)	Cash Daily Rate(2)
Capesize Vessels
Genco Augustus	2007	May 2019	$5,000
Genco Tiberius	2007	May 2019	Voyage
Genco London	2007	June 2019	Voyage
Genco Titus	2007	June 2019	$20,250
Genco Constantine	2008	June 2019	$6,500
Genco Hadrian	2008	May 2019	$6,000
Genco Commodus	2009	May 2019	$3,250
Genco Maximus	2009	June 2019	Voyage
Genco Claudius	2010	May 2019	$4,150
Genco Tiger	2011	June 2019	100% of BCI
Baltic Lion	2012	May 2019	Voyage
Baltic Bear	2010	June 2019	Voyage
Baltic Wolf	2010	June 2019	Voyage
Genco Resolute	2015	May 2019	Voyage
Genco Endeavour	2015	May 2019	Voyage
Genco Defender	2016	June 2019	Voyage
Genco Liberty	2016	May 2019	$8,500
Panamax Vessels
Genco Raptor	2007	June 2019	96% of BPI
Genco Thunder	2007	July 2019	98% of BPI

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	Year	Charter
Vessel	Built	Expiration(1)	Cash Daily Rate(2)
Ultramax Vessels
Baltic Hornet	2014	June 2019	Voyage
Baltic Wasp	2015	July 2019	$6,000
Baltic Scorpion	2015	June 2019	Voyage
Baltic Mantis	2015	June 2019	Voyage
Genco Weatherly	2014	May 2019	$17,000
Genco Columbia	2016	June 2019	Voyage
Supramax Vessels
Genco Predator	2005	June 2019	Voyage
Genco Warrior	2005	May 2019	$9,250
Genco Hunter	2007	June 2019	Voyage
Genco Lorraine	2009	May 2019	$6,000
Genco Loire	2009	April 2019	$6,000
Genco Aquitaine	2009	June 2019	$9,250
Genco Ardennes	2009	May 2019	$11,500
Genco Auvergne	2009	May/July 2019	$5,000 / Voyage
Genco Bourgogne	2010	May 2019	$9,850
Genco Brittany	2010	May/July 2019	$8,500 / $9,750
Genco Languedoc	2010	May/August 2019	$11,750 / Voyage
Genco Normandy	2007	June 2019	Voyage
Genco Picardy	2005	July 2019	$5,000
Genco Provence	2004	June 2019	$11,500
Genco Pyrenees	2010	May 2019	Voyage
Genco Rhone	2011	May 2019	Voyage
Baltic Leopard	2009	July 2019	Voyage
Baltic Panther	2009	May 2019	Voyage
Baltic Jaguar	2009	May 2019	Voyage
Baltic Cougar	2009	May 2019	$6,000
Handysize Vessels
Baltic Hare	2009	July 2019	Voyage
Baltic Fox	2010	June 2019	$8,750
Genco Charger	2005	May 2019	Voyage
Genco Challenger	2003	May 2019	$9,750
Genco Champion	2006	May 2019	Voyage
Baltic Wind	2009	May 2019	$7,000
Baltic Cove	2010	May 2019	$10,100
Baltic Breeze	2010	June 2019	$9,000
Genco Ocean	2010	June 2019	$9,500
Genco Bay	2010	June 2019	$8,400
Genco Avra	2011	May/June 2019	$5,000 / Voyage
Genco Mare	2011	May 2019	$11,350
Genco Spirit	2011	May 2019	Voyage

(1) The charter expiration dates presented represent the earliest dates that our charters may be terminated in the ordinary course. Under the terms of certain contracts, the charterer is entitled to extend the time charter from two to four months in order to complete the vessel's final voyage plus any time the vessel has been off-hire.

(2) Time charter rates presented are the gross daily charterhire rates before third-party brokerage commission generally ranging from 1.25% to 6.25%. In a time charter, the charterer is responsible for voyage expenses such as bunkers, port expenses, agents’ fees and canal dues.

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Three months ended March 31, 2019 compared to the three months ended March 31, 2018

VOYAGE REVENUES-

For the three months ended March 31, 2019, voyage revenues increased by $16.5 million, or 21.5%, to $93.5 million as compared to $76.9 million for the three months ended March 31, 2018.  The increase in voyage revenues was primarily due to the employment of vessels on spot market voyage charters.

The average Time Charter Equivalent (“TCE”) rate of our fleet decreased 11.8%  to $9,230 a day for the three months ended March 31, 2019 from $10,463 a day for the three months ended March 31, 2018.  The decrease in TCE rates was primarily due to the increase in voyage expenses due to the employment of vessels on spot market voyages as our business model has shifted to an active commercial platform.  In addition, the decrease in TCE rates resulted from lower charter rates achieved by our vessels, which we believe were negatively affected by the Vale dam breach and tropical cyclone Veronica as described below.    

In the first quarter of 2019, seasonal factors such as frontloaded newbuilding deliveries, the Lunar New Year celebration and weather-related disruptions hampered cargo availability.  In addition, the tragic Vale dam breach and tropical cyclone Veronica reduced the supply of seaborne iron ore cargoes, which directly and negatively impacted the Capesize market in particular. Furthermore, coal restrictions in China as well as the overhang of the U.S.-China trade dispute also negatively impacted the market.  Subsequently, during the second quarter, the freight rate environment has begun to improve as some of these factors have subsided while increased vessel scrapping has resulted in lower net fleet growth.

While the drybulk market has improved so far in the second quarter of 2019 relative to the end of the first quarter, our second quarter fixtures to date represent a lower TCE when compared to what was booked in the first three months of the year. This is primarily due to the timing of fixtures as well as the strategic repositioning on select minor bulk vessels.

For the three months ended March 31, 2019 and 2018, we had 5,247.2 and 5,400.0 ownership days, respectively. The decrease in ownership days is primarily due to the sale of eight vessels during the second half of 2018 and the first quarter of 2019 partially offset by the delivery of six vessels during the third quarter of 2018.  Fleet utilization decreased to 97.4% during the three months ended March 31, 2019 from 98.9% during the three months ended March 31, 2018, primarily due to increased waiting time.  

VOYAGE EXPENSES-

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

Voyage expenses increased by $21.9 million from $21.1 million during the three months ended March 31, 2018 as compared to $43.0 million during the three months ended March 31, 2019.  This increase was primarily due to the employment of vessels on additional spot market voyage charters during the first quarter of 2019 which incur significantly higher voyage expenses as compared to time charters, spot market-related time charters and pool

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arrangements.  This increase was partially offset by a decrease in the costs of bunkers consumed during short-term time charters during the first quarter of 2019 as compared to the first quarter of 2018.

VESSEL OPERATING EXPENSES-

Vessel operating expenses decreased by $0.6 million from $23.8 million during the three months ended March 31, 2018 to $23.2 million during the three months ended March 31, 2019.  The decrease was primarily due to lower maintenance related expenses, as well as fewer owned vessels during Q1 2019.

Daily vessel operating expenses increased to $4,420 per vessel per day for the three months ended March 31, 2019 from $4,401 per day for the three months ended March 31, 2018.  The increase in daily vessel operating expense was predominantly due to higher crew related expenses partially offset by a decrease in maintenance related expenses.  We believe daily vessel operating expenses are best measured for comparative purposes over a 12-month period in order to take into account all of the expenses that each vessel in our fleet will incur over a full year of operation.  Our actual daily vessel operating expenses per vessel for the three months ended March 31, 2019 were $105 below the weighted-average budgeted rate of $4,525 per vessel per day for the entire year.

Our vessel operating expenses, which generally represent fixed costs for each vessel, increase to the extent our fleet expands. Other factors beyond our control, some of which may affect the shipping industry in general, including, for instance, developments relating to market prices for crewing, lubes, and insurance, may also cause these expenses to increase.

CHARTER HIRE EXPENSES-

During the first quarter of 2019, we chartered in nine third-party vessels, which resulted in total expenses of $2.4 million.  We did not charter-in any vessels prior to the second quarter of 2018.

GENERAL AND ADMINISTRATIVE EXPENSES-

We incur general and administrative expenses that relate to our onshore non-vessel-related activities. Our general and administrative expenses include our payroll expenses, including those relating to our executive officers, operating lease expense, legal, auditing and other professional expenses.  General and administrative expenses include nonvested stock amortization expense which represent the amortization of stock-based compensation that has been issued to our Directors and employees pursuant to Management Incentive Program (the “MIP”) and the 2015 Equity Incentive Plan. Refer to Note 15 — Stock-Based Compensation in our Condensed Consolidated Financial Statements.  General and administrative expenses also include legal and professional fees associated with our credit facilities, which are not capitalizable to deferred financing costs.  We expect to incur additional general and administrative expenses during 2019 as a result of our global expansion to Singapore and Copenhagen.

For the three months ended March 31, 2019 and 2018, general and administrative expenses were $6.3 million and $5.2 million, respectively.  The $1.1 million difference was primarily due to a combination of an increase in compensation related expense and legal and professional fees associated with the amendment to the $495 Million Credit Facility entered into during the first quarter of 2019 (refer to Note 7 — Debt in our Condensed Consolidated Financial Statements).

TECHNICAL MANAGEMENT FEES-

We incur management fees to third-party technical management companies for the day-to-day management of our vessels, including performing routine maintenance, attending to vessel operations and arranging for crews and supplies.    Technical management fees were $1.9 million during the three months ended March 31, 2019 and 2018.

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DEPRECIATION AND AMORTIZATION-

We depreciate the cost of our vessels on a straight-line basis over the expected useful life of each vessel. Depreciation is based on the cost of the vessel less its estimated residual value. We estimate the useful life of our vessels to be 25 years and we estimate the residual value by taking the estimated scrap value of $310 per lightweight ton times the weight of the ship in lightweight tons.

Depreciation and amortization expense increased by $1.2 million to $18.1 million during the three months ended March 31, 2019 as compared to $16.9 million during the three months ended March 31, 2018.  This increase was primarily due to depreciation expense recorded during the first quarter of 2019 for the six vessels delivered during the third quarter of 2018, partially offset by a decrease in depreciation for the eight vessels that were sold during the second half of 2018 and the first quarter of 2019.  Refer to Note 4 — Vessel Acquisitions and Dispositions in our Condensed Consolidated Financial Statements.

IMPAIRMENT OF VESSEL ASSETS-

During the three months ended March 31, 2018, we recorded $56.4 million of impairment of vessel assets.  There was no impairment of vessel assets during the three months ended March 31, 2019. 

On February 27, 2018, our Board of Directors determined to dispose of the Company’s following nine vessels: the Genco Cavalier, the Genco Loire, the Genco Lorraine, the Genco Muse, the Genco Normandy, the Baltic Cougar, the Baltic Jaguar, the Baltic Leopard and the Baltic Panther, at times and on terms to be determined in the future.  Given this decision, and that the estimated future undiscounted cash flows for each of these older vessels did not exceed the net book value for each vessel, we adjusted the values of these older vessels to their respective fair market values during the three months ended March 31, 2018.  This resulted in an impairment loss of $56.4 million during the three months ended March 31, 2018.

Refer to Note 2 — Summary of Significant Accounting Policies in our Condensed Consolidated Financial Statement for further information. 

GAIN ON SALE OF VESSELS-

During the first quarter of 2019, we recorded a net gain on sale of vessels of $0.6 million related primarily to the sale of the Genco Vigour on January 28, 2019. There were no vessels sold during the first quarter of 2018.

OTHER (EXPENSE) INCOME-

NET INTEREST EXPENSE –

Net interest expense decreased marginally by $0.1 million from $7.3 million during the three months ended March 31, 2018 to $7.2 million during the three months ended March 31, 2019.  Net interest expense during the three months ended March 31, 2019 and 2018 consisted of interest expense under our credit facilities and amortization of deferred financing costs for those facilities. There was a $0.5 million increase in interest income during the first quarter of 2019 as compared to the same period during 2018 due to an increase in interest earned on our cash accounts and time deposits.  This increase was partially offset by a $0.4 million increase in interest expense which was primarily due to the interest expense associated with the $108 Million Credit Facility, which was entered into on August 14, 2018, partially offset by a decrease in interest expense due to the refinancing of our previous credit facilities on June 5, 2018. Refer to Note 7 — Debt in our Condensed Consolidated Financial Statements for information regarding our credit facilities.

LIQUIDITY AND CAPITAL RESOURCES

Our primary sources of liquidity are cash flow from operations, cash on hand, equity offerings and credit facility borrowings. We currently use our funds primarily for the acquisition of vessels generally and under our ongoing fleet renewal program, drydocking for our vessels, and satisfying working capital requirements as may be needed to support our business and make required payments under our indebtedness.  Our ability to continue to meet our liquidity

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needs is subject to and will be affected by cash utilized in operations, the economic or business environment in which we operate, shipping industry conditions, the financial condition of our customers, vendors and service providers, our ability to comply with the financial and other covenants of our indebtedness, and other factors.  We expect that our fuel costs and value of our fuel inventories will increase in 2019 as a result of sulfur emission regulations due to take effect on January 1, 2020.

On June 19, 2018, we closed an equity offering of 7,015,000 shares of common stock at an offering price of $16.50 per share.  We received net proceeds of approximately $109.6 million after deducting underwriters’ discounts and commissions and other expenses.  We used the net proceeds to finance a portion of the purchase price for the two Capesize and two Ultramax vessels that we acquired during the third quarter of 2018.  Refer to Note 4 —  Vessel Acquisitions and Dispositions.

We entered into the $495 Million Credit Facility on May 31, 2018, which was initially used to refinance our prior credit facilities: the $400 Million Credit Facility, the $98 Million Credit Facility and the 2014 Term Loan Facilities on June 5, 2018 and originally allowed borrowings of up to $460 million.  On February 28, 2019, we entered into an amendment to the $495 Million Credit Facility which provides for an additional tranche of up to $35 million to finance a portion of the acquisitions, installations, and related costs for exhaust cleaning systems (or “scrubbers) for 17 of the Company’s Capesize vessels.  Additionally, we entered into the $108 Million Credit Facility on August 14, 2018 to finance a portion of the purchase price for the six vessels that were purchased during the third quarter of 2018.  Refer to Note 7 — Debt in our Condensed Consolidated Financial Statements.

At March 31, 2019, we were in compliance with all financial covenants under the $495 Million Credit facility and the $108 Million Credit Facility.    

We believe our capital resources are sufficient to fund our operations for at least the next twelve months. Given the commencement of quarterly amortization payments of $16.6 million under our credit facilities on December 31, 2018 and anticipated capital expenditures relating to installation of ballast water treatment systems (“BWTS”) and scrubbers on our vessels for environmental regulatory compliance during 2019, we anticipate that our cash expenditures will increase.

We intend to finance a significant portion of the cost associated with scrubbers on our vessels with borrowings as described above and further under “Capital Expenditures” below.  Moreover, in the future, we may require capital to fund acquisitions or to improve or support our ongoing operations and debt structure.  We may from time to time seek to raise additional capital through equity or debt offerings, selling vessels or other assets, pursuing strategic opportunities, or otherwise.  We may also from time to time seek to refinance our indebtedness or obtain waivers or modifications to our credit agreements to obtain more favorable terms, enhance flexibility in conducting our business, or otherwise.  We may seek to accomplish any of these independently or in conjunction with one or more of these actions.  However, if market conditions are unfavorable, we may be unable to accomplish any of the foregoing on acceptable terms or at all.

Dividends

Under the terms of our $495 Million Credit Facility and our $108 Million Credit Facility, we may pay dividends, subject to customary conditions and a limitation of 50% of consolidated net income for the quarter preceding such dividend payment if the collateral maintenance test ratio is 200% or less for such quarter.  The declaration and payment of any dividend is subject to the discretion of our Board of Directors, which expects to consider the appropriateness of dividend payments from time to time as well as relevant legal and contractual requirements. The principal business factors that our Board of Directors expects to consider when determining the timing and amount of dividend payments include our earnings, financial condition and cash requirements at the time. Marshall Islands law generally prohibits the declaration and payment of dividends other than from surplus. Marshall Islands law also prohibits the declaration and payment of dividends while a company is insolvent or would be rendered insolvent by the payment of such a dividend.

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Cash Flow

Net cash provided by operating activities for the three months ended March 31, 2019 was $11.6 million as compared to $9.5 million for the three months ended March 31, 2018.  Included in the net loss during the three months ended March 31, 2019 was a gain of $0.6 million arising from the sale of the Genco Vigour.  Included in the net loss during the three months ended March 31, 2018 was $56.4 million of non-cash impairment charges. Depreciation and amortization expense for the three months ended March 31, 2019 increased by $1.2 million primarily due to depreciation expense for the six vessels delivered during the third quarter of 2018, partially offset by a decrease in depreciation expense for the eight vessels that were sold during the second half of 2018 and the first quarter of 2019.  Additionally, there was a $6.1 million increase in the fluctuation in due from charterers due to the timing of payments received from charterers and a $4.7 million increase in the fluctuation in prepaid expenses and other current assets due to a fluctuation in capitalized contract costs associated with spot market voyages.  Lastly, there was a $3.5 million increase in the fluctuation in inventories associated with vessels on spot market voyage charters and a $1.0 million decrease in deferred drydocking costs as there were less vessels that completed drydocking during the first quarter of 2019 as compared to the first quarter of 2018.  These fluctuations were partially offset by a $3.2 million decrease in the fluctuation accounts payable and accrued expenses due to the timing of payments made and a $1.8 million decrease in the fluctuation of deferred revenue due to the timing of payments received from charterers.

Net cash used in investing activities was $4.1 million during the three months ended March 31, 2019 as compared to net cash provided by investing activities of $1.4 million during the three months ended March 31, 2018.  Net cash used in investing activities during the three months ended March 31, 2019 consisted primarily of $9.3 million purchase of vessels related primarily to deposit payments made on scrubbers and ballast water treatment systems and $1.2 million for the purchase of other fixed assets due to the purchase of vessel equipment.  These cash outflows during the three months ended March 31, 2019 were partially offset by $6.4 million of proceeds from the sale of one vessel during the first quarter of 2019.  Net cash provided by investing activities during the three months ended March 31, 2018 consisted primarily of the proceeds received for hull and machinery claims related primarily to the receipt of the remaining insurance settlement for the main engine repair claim for the Genco Tiger. 

Net cash used in financing activities during the three months ended March 31, 2019 and 2018 was $17.3 million and $14.7 million, respectively.  Net cash used in financing activities of $17.3 million for the three months ended March 31, 2019 consisted primarily of the following:  $15.0 million repayment of debt under the $495 Million Credit Facility; $1.6 million repayment of debt under the $108 Million Credit Facility; $0.6 million payment of deferred financing costs; and $0.1 million payment of common stock issuance costs.  Net cash used in financing activities of $14.7 million for the three months ended March 31, 2018 consisted primarily of the following:  $11.4 million repayment of debt under the $400 Million Credit Facility, $2.5 million repayment of debt under the $98 Million Credit Facility and $0.7 million repayment of debt under the 2014 Term Loan Facilities. On August 14, 2018, we entered into the $108 Million Credit Facility to finance a portion of the purchase price for the six vessels acquired during the third quarter of 2018.  On June 5, 2018, the $495 Million Credit Facility refinanced the following three existing credit facilities; the $400 Million Credit Facility, the $98 Million Credit Facility and the 2014 Term Loan Facilities.  Additionally, on February 28, 2019, the $495 Million Credit Facility was amended to add a tranche of $35 million for the purchase of scrubbers in addition to the original $460 million tranche used for the refinancing on June 5, 2018.

Credit Facilities

Refer to Note 7 — Debt in our Condensed Consolidated Financial Statements for information regarding our current credit facilities, including the underlying financial and non-financial covenants.  We entered into the $108 Million Credit Facility on August 14, 2018 to finance a portion of the purchase price for the six vessels that were purchased during the third quarter of 2018.  Additionally, we entered into the $495 Million Credit Facility on May 31, 2018, which was initially used to refinance our prior credit facilities: the $400 Million Credit Facility, the $98 Million Credit Facility and the 2014 Term Loan Facilities on June 5, 2018.  On February 28, 2019, we entered into an amendment to the $495 Million Credit Facility which provides for an additional tranche of up to $35 million to finance a portion of the acquisitions, installations, and related costs for exhaust cleaning systems (or “scrubbers”) for 17 of our Capesize vessels.

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

At March 31, 2019 and December 31, 2018, we did not have any interest rate swap agreements.  As part of our business strategy, we may enter into interest rate swap agreements to manage interest costs and the risk associated with changing interest rates.  In determining the fair value of interest rate derivatives, we would consider the creditworthiness of both the counterparty and ourselves immaterial. Valuations prior to any adjustments for credit risk would be validated by comparison with counterparty valuations.  Amounts would not and should not be identical due to the different modeling assumptions.  Any material differences would be investigated.

As part of our business strategy, we may enter into arrangements commonly known as forward freight agreements, or FFAs, to hedge and manage our exposure to the charter market risks relating to the deployment of our vessels.  Generally, these arrangements would bind us and each counterparty in the arrangement to buy or sell a specified tonnage freighting commitment “forward” at an agreed time and price and for a particular route.  Upon settlement, if the contracted charter rate is less than the average of the rates (as reported by an identified index) for the specified route and period, the seller of the FFA is required to pay the buyer an amount equal to the difference between the contracted rate and the settlement rate multiplied by the number of days in the specific period.  Conversely, if the contracted rate is greater than the settlement rate, the buyer is required to pay the seller the settlement sum.  Although FFAs can be entered into for a variety of purposes, including for hedging, as an option, for trading or for arbitrage, if we decided to enter into FFAs, our objective would be to hedge and manage market risks as part of our commercial management. It is not currently our intention to enter into FFAs to generate a stream of income independent of the revenues we derive from the operation of our fleet of vessels.  If we determine to enter into FFAs, we may reduce our exposure to any declines in our results from operations due to weak market conditions or downturns, but may also limit our ability to benefit economically during periods of strong demand in the market.  We have not entered into any FFAs as of March 31, 2019 and December 31, 2018.

Contractual Obligations

The following table sets forth our contractual obligations and their scheduled maturity dates as of March 31, 2019.  The table incorporates the employment agreement entered into in September 2007 with our Chief Executive Officer and President, John C. Wobensmith, which was amended on March 23, 2017.  The interest and borrowing fees and scheduled credit agreement payments below reflect the $495 Million Credit Facility and the $108 Million Credit Facility, as well as other fees associated with the facilities.  The following table also incorporates the future lease payments associated with the lease for our current office space in New York. Refer to Note 13 — Leases in our Condensed Consolidated Financial Statements for further information regarding the terms of our current lease agreement.  Lastly, the table incorporates the contractual purchase obligations for the purchase of ballast water treatment systems for 47 of our vessels and the contractual purchase obligations for the purchase of scrubber equipment for 17 of our vessels, refer to “Capital Expenditures” section below for further information.  All of our time charter-in agreements with third parties are less than twelve months and have not been included below.

			Less Than		One to		Three to
			One		Three		Five		More than
	Total		Year (1)		Years		Years		Five Years
	(U.S. dollars in thousands)
Credit Agreements	$	534,840	$	53,907	$	131,552	$	349,381	$	—
Interest and borrowing fees		95,559		21,954		48,043		25,562		—
Vessel purchase obligations		29,879		21,135		6,588		2,156		—
Executive employment agreement		306		306		—		—		—
Office leases		15,032		1,672		4,460		4,608		4,292
Totals	$	675,616	$	98,974	$	190,643	$	381,707	$	4,292

(1) Represents the nine-month period ending December 31, 2019.

Interest expense has been estimated using 2.48% based on one-month LIBOR plus the average applicable margin of 3.25% for the $495 Million Credit Facility and 2.50% for the $108 Million Credit Facility.

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Capital Expenditures

We make capital expenditures from time to time in connection with our vessel acquisitions.  Our fleet currently consists of 58 drybulk vessels, including 17 Capesize drybulk carriers, two Panamax drybulk carriers, six Ultramax drybulk carriers, 20 Supramax drybulk carriers and 13 Handysize drybulk carriers.

As previously announced, we have implemented a fuel efficiency upgrade program for certain of our vessels in an effort to generate fuel savings and increase the future earnings potential for these vessels. The upgrades have been successfully installed on 17 of our vessels in the aggregate during planned drydockings from 2014 to 2017.

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

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

During the second half of 2018, we entered into agreements for the purchase of BWTS for 47 of our vessels.  The cost of these systems will vary based on the size and specifications of each vessel and whether the systems will be installed in China.  Based on the contractual purchase price of the BWTS and the estimated installation fees, the Company estimates the cost of the systems to be approximately $0.8 million for Capesize, $0.5 million for Panamax, $0.5 million for Supramax and $0.5 million for Handysize vessels. These costs will be capitalized and depreciated over the remainder of the life of the vessel.  We intend to fund the BWTS purchase price and installation fees using cash on hand.  

Under maritime regulations due to take effect on January 1, 2020, vessels such as ours will have to reduce sulfur emissions, for which the principal solutions are the use of scrubbers or buying fuel with low sulfur content.  We have entered into agreements to install scrubbers on our 17 Capesize vessels. The balance of our vessels are expected to consume compliant, low sulfur fuel, but we will continue to evaluate other options.  We anticipate scrubber installation on the 17 Capesize vessels to be completed in 2019 and estimate that the cost of each scrubber, including installation, will be approximately $2.25 million per vessel, which may vary according to the specifications of our vessels and technical aspects of the installation, among other variables.  These costs will be capitalized and depreciated over the remainder of the life of the vessel.  This does not include any lost revenue associated with offhire days due to the installation of the scrubbers.  During February 2019, we entered into an amendment to our $495 Million Credit Facility for an additional tranche of up to $35 million to cover a portion of the expenses to the acquisition and installation of scrubbers on our 17 Capesize vessels.  We intend to fund the remainder of the costs with cash on hand.  The estimated costs and off-hire days associated with the installation of the scrubbers are included in the expenditure table below.  For vessels for which we do not currently anticipate installing scrubbers on, we expect to incur additional costs in order to transition these vessels from high sulfur fuel to compliant, low sulfur fuel.

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In addition to acquisitions that we may undertake in future periods, we will incur additional expenditures due to special surveys and drydockings for our fleet.  We estimate our drydocking costs, including capitalized costs incurred during drydocking related to vessel assets and vessel equipment, BWTS costs, scrubber costs and scheduled off-hire days for our fleet through 2020 to be:

Year	Estimated Drydocking  Cost (1)		Estimated BWTS Cost (2)		Estimated Scrubber Cost		Estimated Off-hire  Days (3)
	(U.S. dollars in millions)
2019	$	19.4	$	8.9	$	32.0	875
2020	$	10.7	$	4.9	$	—	300

(1) Estimated drydocking costs during 2019 include $4.0 million of costs for vessels that could potentially be sold which were impaired during the year ended December 31, 2018. 

(2) The $8.9 million and $4.9 million of estimated BWTS costs during 2019 and 2020, respectively, represent the remaining deposits and payments for the BWTS for certain vessels expected to be drydocked during 2019 and 2020, respectively.  The $8.9 million of estimated BWTS costs during 2019 include $1.7 million of costs remaining for vessels that could potentially be sold which were impaired during the year ended December 31, 2018.

(3) Estimated offhire days during 2019 include 100 days for vessels that could potentially be sold which were impaired during the year ended December 31, 2018.

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

Actual length of drydocking will vary based on the condition of the vessel, yard schedules and other factors.  Higher repairs and maintenance expense during drydocking for vessels which are over 15 years old typically result in a higher number of off-hire days depending on the condition of the vessel.

During the three months ended March 31, 2019 and 2018, we incurred a total of $0.4 million and $1.4 million of drydocking costs, respectively, excluding costs incurred during drydocking that were capitalized to vessel assets or vessel equipment. 

One of our vessels began its drydocking during the first quarter of 2019 and completed it during April 2019. We estimate that 34 of our vessels will be drydocked during the remainder of 2019 and 14 of our vessels will be drydocked during 2020. 

Off-Balance Sheet Arrangements

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

Inflation

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

CRITICAL ACCOUNTING POLICIES

There have been no changes or updates to our critical accounting policies as disclosed in the 2018 10-K, with the exception of new accounting pronouncements adopted as of January 1, 2019.  Refer to “Recent accounting

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pronouncements” in Note 2 — Summary of Significant Accounting Policies of our Condensed Consolidated Financial Statements, which is incorporated herein by reference, for further information.

Vessels and Depreciation

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

The carrying value of each of our vessels does not represent the fair market value of such vessel or the amount we could obtain if we were to sell any of our vessels, which could be more or less.  Under U.S. GAAP, we would not record a loss if the fair market value of a vessel (excluding its charter) is below our carrying value unless and until we determine to sell that vessel or the vessel is impaired as discussed in the 2018 10-K.  As of March 31, 2019, excluding the three Bourbon vessels we resold immediately upon delivery to MEP at our cost, we have sold 21 of our vessels since our inception and realized a profit in each instance, with the exception of the Genco Marine which was scrapped on May 17, 2016, the Genco Surprise which was sold during the third quarter of 2018, and the Genco Muse which was sold during the fourth quarter of 2018. 

During the three months ended March 31, 2018, we recorded losses of $56.4 million related to the impairment of vessel assets for nine of our vessels; the Genco Cavalier, the Genco Loire, the Genco Lorraine, the Genco Muse, the Genco Normandy, the Baltic Cougar, the Baltic Jaguar, the Baltic Leopard and the Baltic Panther.  On February 27, 2018, our Board of Directors determined to dispose of these vessels at times and on terms to be determined in the future.  As such, the future undiscounted cash flows did not exceed the net book value of these vessels and the vessel values were adjusted to their respective fair market values, which resulted in an impairment loss.  Refer to Note 2 — Summary of Significant Accounting Policies in our Condensed Consolidated Financial Statements for further information.

During the three months ended March 31, 2019, we did not record any losses related to the impairment of vessel assets.

Pursuant to our credit facilities, we regularly submit to the lenders valuations of our vessels on an individual charter free basis in order to evidence our compliance with the collateral maintenance covenants under our credit facilities.  Such a valuation is not necessarily the same as the amount any vessel may bring upon sale, which may be more or less, and should not be relied upon as such.  We were in compliance with the collateral maintenance covenant under our $495 Million Credit Facility and $108 Million Credit Facility as of March 31, 2019.  Refer to Note 7 — Debt in our Condensed Consolidated Financial Statements for further details. We obtained valuations for all of the vessels in our fleet pursuant to the terms of the $495 Million Credit Facility and the $108 Million Credit Facility.  In the chart below, we list each of our vessels, the year it was built, the year we acquired it, and its carrying value at March 31, 2019 and December 31, 2018.  Vessels have been grouped according to their collateralized status as of March 31, 2019.  The carrying value of the Genco Loire, Genco Lorraine, Genco Normandy, Baltic Cougar, Baltic Jaguar, Baltic Leopard and Baltic Panther at March 31, 2019 and December 31, 2018 reflect the impairment loss recorded during 2018 for these vessels.  The carrying value of the Genco Vigour at December 31, 2018 reflects the impairment loss recorded during 2017 for this vessel.

At March 31, 2019, the vessel valuations of all of our vessels for covenant compliance purposes under our credit facilities as of the most recent compliance testing date were lower than their carrying values at March 31, 2019.  At December 31, 2018, the vessel valuations of all of our vessels for covenant compliance purposes under our credit

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facility as of the most recent compliance testing date were lower than their carrying values at December 31, 2018, with the exception of the Baltic Lion, Genco Tiger, Genco Weatherly, and Genco Vigour.

The amount by which the carrying value at March 31, 2019 of all of the vessels in our fleet exceeded the valuation of such vessels for covenant compliance purposes ranged, on an individual vessel basis, from $0.1 million to $16.2 million per vessel, and $366.0 million on an aggregate fleet basis.  The amount by which the carrying value at December 31, 2018 of all of the vessels in our fleet, with the exception of the four aforementioned vessels, exceeded the valuation of such vessels for covenant compliance purposes ranged, on an individual vessel basis, from $1.1 million to $14.9 million per vessel, and $336.3 million on an aggregate fleet basis.  The average amount by which the carrying value of our vessels exceeded the valuation of such vessels for covenant compliance purposes was $6.3 million at March 31, 2019 and $6.1 million as of December 31, 2018.  However, neither such valuation nor the carrying value in the table below reflects the value of long-term time charters, if any, related to some of our vessels.

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			Carrying Value (U.S.
			dollars in
			thousands) as of
		Year	March 31,		December 31,
Vessels	Year Built	Acquired	2019		2018
$495 Million Credit Facility
Genco Commodus	2009	2009	$	38,253	$	38,389
Genco Maximus	2009	2009		38,291		38,423
Genco Claudius	2010	2009		40,224		40,376
Baltic Bear	2010	2010		39,730		39,866
Baltic Wolf	2010	2010		39,869		39,989
Baltic Lion	2009	2013		30,906		30,870
Genco Tiger	2010	2013		28,789		28,716
Genco Raptor	2007	2008		15,866		16,096
Genco Thunder	2007	2008		15,949		16,173
Baltic Scorpion	2015	2015		26,386		26,648
Baltic Mantis	2015	2015		26,639		26,897
Genco Hunter	2007	2007		17,954		18,223
Genco Warrior	2005	2007		15,456		15,674
Genco Aquitaine	2009	2010		17,222		17,436
Genco Ardennes	2009	2010		17,246		17,466
Genco Auvergne	2009	2010		17,429		17,582
Genco Bourgogne	2010	2010		18,257		18,420
Genco Brittany	2010	2010		18,215		18,444
Genco Languedoc	2010	2010		18,220		18,448
Genco Loire	2009	2010		10,880		10,773
Genco Lorraine	2009	2010		10,924		10,769
Genco Normandy	2007	2010		9,032		9,134
Baltic Leopard	2009	2009		10,667		10,779
Baltic Jaguar	2009	2010		10,672		10,785
Baltic Panther	2009	2010		10,667		10,782
Baltic Cougar	2009	2010		10,670		10,784
Genco Picardy	2005	2010		15,461		15,736
Genco Provence	2004	2010		14,533		14,809
Genco Pyrenees	2010	2010		18,161		18,395
Genco Rhone	2011	2011		19,302		19,532
Genco Bay	2010	2010		17,068		17,284
Genco Ocean	2010	2010		17,140		17,356
Genco Avra	2011	2011		18,164		18,378
Genco Mare	2011	2011		18,202		18,420
Genco Spirit	2011	2011		18,260		18,470
Genco Challenger	2003	2007		9,339		9,543
Baltic Wind	2009	2010		16,213		16,427
Baltic Cove	2010	2010		17,078		17,296
Baltic Breeze	2010	2010		17,175		17,382
Baltic Fox	2010	2013		16,656		16,876
Baltic Hare	2009	2013		15,696		15,910
Genco Constantine	2008	2008		35,924		36,086
Genco Augustus	2007	2007		33,594		33,747
Genco London	2007	2007		33,042		33,152
Genco Titus	2007	2007		33,126		33,235
Genco Tiberius	2007	2007		33,528		33,756
Genco Hadrian	2008	2008		35,957		36,139

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			Carrying Value (U.S.
			dollars in
			thousands) as of
		Year	March 31,		December 31,
Vessels	Year Built	Acquired	2019		2018
Genco Predator	2005	2007		15,487		15,701
Genco Champion	2006	2008		12,107		12,314
Genco Charger	2005	2007		11,254		11,453
Baltic Hornet	2014	2014		24,859		25,114
Baltic Wasp	2015	2015		25,115		25,370
TOTAL			$	1,096,854	$	1,105,823
$108 Million Credit Facility
Genco Endeavour	2015	2018		45,279		45,368
Genco Resolute	2015	2018		45,423		45,497
Genco Columbia	2016	2018		27,458		27,702
Genco Weatherly	2014	2018		22,335		22,564
Genco Liberty	2016	2018		48,825		48,930
Genco Defender	2016	2018		48,874		48,986
			$	238,194	$	239,047
Unencumbered
Genco Vigour	1999	2004		—		5,699
TOTAL			$	—	$	5,699
Consolidated Total			$	1,335,048	$	1,350,569

If we were to sell a vessel or hold a vessel for sale, and the carrying value of the vessel were to exceed its fair market value, we would record a loss in the amount of the difference.  Refer to Note 2 — Summary of Significant Accounting Policies and Note 4 — Vessel Acquisitions and Dispositions in our Condensed Consolidated Financial Statements for information regarding the sale of vessel assets and the classification of the vessel assets held for sale as of March 31, 2019 and December 31, 2018.  

ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest rate risk

We are exposed to the impact of interest rate changes.  Our objective is to manage the impact of interest rate changes on our earnings and cash flow in relation to our borrowings.  At March 31, 2019 and December 31, 2018, we did not have any interest rate swap agreements to manage interest costs and the risk associated with changing interest rates.

We are subject to market risks relating to changes in LIBOR rates because we have significant amounts of floating rate debt outstanding.  During the three months ended March 31, 2019 and 2018, we were subject to the following interest rates on the outstanding debt under our credit facilities:

· $108 Million Credit Facility  — one-month LIBOR plus 2.50% effective during the third quarter of 2018.  We drew down $51.8 million on August 17, 2018, $22.1 million on September 6, 2018 and $34.1 million on September 11, 2018.

· $495 Million Credit Facility — one-month LIBOR plus 3.25% effective June 5, 2018, when the initial $460 million draw down on this facility was made.  The applicable margin was reduced to 3.00% on March 5, 2019 pursuant to terms of the facility.

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· $400 Million Credit Facility — three-month LIBOR plus 3.75% until June 5, 2018, when this credit facility was refinanced with the $495 Million Credit Facility

· $98 Million Credit Facility — three-month LIBOR plus 6.125% until June 5, 2018, when this credit facility was refinanced with the $495 Million Credit Facility

· 2014 Term Loan Facilities — three-month or six-month LIBOR plus 2.50% until June 5, 2018, when this credit facility was refinanced with the $495 Million Credit Facility

A 1% increase in LIBOR would result in an increase of $1.4 million in interest expense for the three months ended March 31, 2019.

Derivative financial instruments

As part of our business strategy, we may enter into interest rate swap agreements to manage interest costs and the risk associated with changing interest rates.  As of March 31, 2019 and December 31, 2018, we did not have any derivative financial instruments.

Refer to “Interest rate risk” section above for further information regarding interest rate swap agreements.

Currency and exchange rates risk

The majority of transactions in the international shipping industry are denominated in U.S. Dollars.  Virtually all of our revenues and most of our operating costs are in U.S. Dollars.  We incur certain operating expenses in currencies other than the U.S. dollar, and the foreign exchange risk associated with these operating expenses is immaterial.

ITEM 4.CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Under the supervision and with the participation of our management, including our Chief Executive Officer and President and our Chief Financial Officer, we have evaluated the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rule 13a-15(e) and 15d-15(e) of the Exchange Act as of the end of the period covered by this report. Based upon that evaluation, our Chief Executive Officer and President and our Chief Financial Officer have concluded that our disclosure controls and procedures are effective.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

There have been no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 6.  EXHIBITS

The Exhibit Index attached to this report is incorporated into this Item 16 by reference.

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EXHIBIT INDEX

Exhibit	Document
3.1	Second Amended and Restated Articles of Incorporation of Genco Shipping & Trading Limited.(1)
3.2	Articles of Amendment to Genco Shipping & Trading Limited Second Amended and Restated Articles of Incorporation, dated July 17, 2015.(2)
3.3	Articles of Amendment to Second Amended and Restated Articles of Incorporation of Genco Shipping & Trading Limited, dated July 7, 2016.(3)
3.4	Articles of Amendment to Second Amended and Restated Articles of Incorporation of Genco Shipping & Trading Limited, dated January 4, 2017.(4)
3.5	Certificate of Designations of Rights, Preferences and Privileges of Series A Preferred Stock of Genco Shipping & Trading Limited, dated as of November 14, 2016.(5)
3.6	Amended and Restated By-Laws of Genco Shipping & Trading Limited, dated July 9, 2014.(1)
3.7	Amendment to Amended and Restated By-Laws, dated June 4, 2018.(6)
4.1	Form of Specimen Stock Certificate of Genco Shipping & Trading Limited.(1)
4.2	Form of Specimen Warrant Certificate of Genco Shipping & Trading Limited.(1)
10.1	Restricted Stock Unit Agreement dated March 4, 2019 between Genco Shipping & Trading Limited and Arthur L. Regan.(*)
10.2	Restricted Stock Unit Agreement dated March 4, 2019 between Genco Shipping & Trading Limited and John C. Wobensmith.(*)
10.3	Restricted Stock Unit Agreement dated March 4, 2019 between Genco Shipping & Trading Limited and Apostolos Zafolias.(*)
10.4	Restricted Stock Unit Agreement dated March 4, 2019 between Genco Shipping & Trading Limited and Joseph Adamo.(*)
10.5	Option Agreement dated March 4, 2019 between Genco Shipping & Trading Limited and Arthur L. Regan.(*)
10.6	Option Agreement dated March 4, 2019 between Genco Shipping & Trading Limited and John C. Wobensmith.(*)
10.7	Option Agreement dated March 4, 2019 between Genco Shipping & Trading Limited and Apostolos Zafolias.(*)
10.8	Option Agreement dated March 4, 2019 between Genco Shipping & Trading Limited and Joseph Adamo.(*)
10.9	Amendment and Restatement Agreement dated as of February 28, 2019 by and among Genco Shipping & Trading Limited as Borrower, the Subsidiary Guarantors party thereto, the Delayed Draw Term Loan Lenders party thereto, the other Lenders party thereto, and Nordea Bank ABP, New York Branch, as Mandated Lead Arranger, Bookrunner, Administrative Agent, and Security Agent, pertaining to the $460 Million Credit Agreement.(7)
10.10	Genco Annual Incentive Plan adopted March 4, 2019.(7)

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31.1	Certification of Chief Executive Officer and President pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended.(*)
31.2	Certification of Chief Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended.(*)
32.1	Certification of Chief Executive Officer and President pursuant to 18 U.S.C. Section 1350.(*)
32.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350.(*)
101	The following materials from Genco Shipping & Trading Limited’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2019 formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets as of March 31, 2019 and December 31, 2018 (Unaudited), (ii) Condensed Consolidated Statements of Operations for the three months ended March 31, 2019 and 2018 (Unaudited), (iii) Condensed Consolidated Statements of Comprehensive Loss for the three months ended March 31, 2019 and 2018 (Unaudited), (iv) Condensed Consolidated Statements of Equity for the three months ended March 31, 2019 and 2018 (Unaudited), (v) Condensed Consolidated Statements of Cash Flows for the three months ended March 13, 2019 and 2018 (Unaudited), and (vi) Notes to Condensed Consolidated Financial Statements (Unaudited).(*)

(*)	Filed with this report.
(1)	Incorporated by reference to Genco Shipping & Trading Limited’s Report on Form 8-K, filed with the Securities and Exchange Commission on July 15, 2014.
(2)	Incorporated by reference to Genco Shipping & Trading Limited’s Report on Form 8-K, filed with the Securities and Exchange Commission on July 17, 2015.
(3)	Incorporated by reference to Genco Shipping & Trading Limited’s Report on Form 8-K, filed with the Securities and Exchange Commission on July 7, 2016.
(4)	Incorporated by reference to Genco Shipping & Trading Limited’s Report on Form 8-K, filed with the Securities and Exchange Commission on January 4, 2017.
(5)	Incorporated by reference to Genco Shipping & Trading Limited’s Report on Form 8-K, filed with the Securities and Exchange Commission on November 15, 2016.
(6)	Incorporated by reference to Genco Shipping & Trading Limited’s Report on Form 8-K, filed with the Securities and Exchange Commission on June 5, 2018.
(7)	Incorporated by reference to Genco Shipping & Trading Limited’s Annual Report on Form 10-K for the year ended December 31, 2018, filed with the Securities and Exchange Commission on March 5, 2019.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	GENCO SHIPPING & TRADING LIMITED
DATE: May 9, 2019	By:		/s/ John C. Wobensmith
	John C. Wobensmith
	Chief Executive Officer and President
	(Principal Executive Officer)
DATE: May 9, 2019	By:	/s/ Apostolos Zafolias
	Apostolos Zafolias
	Chief Financial Officer
	(Principal Financial Officer)

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EX-10.1

Exhibit 10.1

Genco Shipping & Trading Limited
Executive Officer Restricted Stock Unit Grant Agreement

THIS AGREEMENT, made as of March 4, 2019, between GENCO SHIPPING & TRADING LIMITED (the “Company”) and Arthur L. Regan (the “Participant”).

WHEREAS, the Company has adopted and maintains the Genco Shipping & Trading Limited Amended and Restated 2015 Equity Incentive Plan (the “Plan”) to provide certain key persons, on whose initiative and efforts the successful conduct of the business of the Company depends, with incentives to: (a) enter into and remain in the service of the Company, (b) acquire a proprietary interest in the success of the Company, (c) maximize their performance and (d) enhance the long-term performance of the Company;

WHEREAS, the Plan provides that the Board of Directors of the Company or a committee to which the Board of Directors has delegated such authority (the Board of Directors or such committee, as applicable, the “Administrator”) shall administer the Plan and determine the key persons to whom awards shall be granted and the amount and type of such awards;

WHEREAS, the Administrator has determined that the purposes of the Plan would be furthered by granting the Participant an award under the Plan as set forth in this Agreement;

NOW, THEREFORE, in consideration of the premises and the mutual covenants hereinafter set forth, the parties hereto hereby agree as follows:

1.           Grant of Restricted Stock Units.  Pursuant to, and subject to, the terms and conditions set forth herein (including without limitation Section 17 hereof) and in the Plan, the Company hereby grants to the Participant 19,368 restricted stock units (the “Restricted Stock Units”).  Each Restricted Stock Unit represents the right to receive one share of Common Stock or, in the discretion of the Administrator, an amount of cash equal to the Fair Market Value of such share of Common Stock, subject to the terms and conditions set forth in this Agreement and the Plan.

2.           Grant Date.  The Grant Date of the Restricted Stock Units is March 4, 2019.

3.           Incorporation of Plan.  All terms, conditions and restrictions of the Plan are incorporated herein and made part hereof as if stated herein.  If there is any conflict between the terms and conditions of the Plan and this Agreement, the terms and conditions of the Plan, as interpreted by the Administrator, shall govern.  Except as otherwise provided herein, all capitalized terms used herein shall have the meaning given to such terms in the Plan.

4.           Vesting.

(a)           Subject to Section 4(b) and Section 6 hereof and the further provisions of this Agreement,  1/3 of the total number of Restricted Stock Units shall vest on each of the first three anniversaries of March 4, 2019 (rounding down to the nearest whole Restricted Stock Unit on each of the first two anniversaries and rounding up on the third anniversary) (each such date, a “Vesting Date”), in each case subject to the Participant’s continued service with the Company on the applicable Vesting Date.

(b)           In the event of the occurrence of a Change in Control, the Restricted Stock Units shall become vested in full on the date six months after the date of such Change in Control (to the extent not previously vested in accordance with Section 4(a), Section 6(b), or Section 6(c)), subject to the Participant’s continued service with the Company on the vesting date; provided, however, that if this award is not assumed, continued or substituted for an equivalent award by the acquirer in such Change in Control, then the Restricted Stock Units shall become vested in full upon the consummation of the Change in Control.

5.           Restrictions on Transferability.  No Restricted Stock Units may be transferred, pledged, assigned, hypothecated or otherwise disposed of in any way by the Participant, except by will or by the laws of descent and distribution. In the event that the Participant becomes legally incapacitated, the Participant’s rights with respect to the Restricted Stock Units shall be exercisable by the Participant’s legal guardian or legal representative.  The Restricted Stock Units shall not be subject to execution, attachment or similar process.  Any attempted assignment, transfer, pledge, hypothecation or other disposition of the Restricted Stock Units contrary to the provisions hereof, and the levy of any execution, attachment or similar process upon an Restricted Stock Units, shall be null and void and without effect. All shares of Common Stock underlying the Restricted Stock Units shall be subject to the transfer restrictions and rights of the Company set forth in the Company’s Articles of Incorporation.

6.           Termination of Service.

(a)           In the event that the Participant’s Service with the Company terminates before all the Restricted Stock Units are vested for any reason other than a termination by the Company without cause (as defined in the Plan), or the Participant’s death or disability (as defined in the Plan), all unvested Restricted Stock Units, together with any Dividend Equivalents related to such Restricted Stock Units, as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates and the Participant shall not be entitled to any compensation or other amount with respect to such forfeited Restricted Stock Units.  For purposes hereof, “Service” means a continuous time period during which the Participant is at least one of the following:  an employee or a director of, or a consultant to, the Company.

(b)           In the event that, before all the Restricted Stock Units are vested, the Participant’s Service with the Company is terminated by the Company without cause (as defined in the Plan), all Restricted Stock Units shall become vested immediately as of the date of such termination of Service.

(c)           In the event that, before all the Restricted Stock Units are vested, the Participant’s Service with the Company terminates for reason of the Participant’s death or disability (as defined in the Plan), a Pro Rata Portion of the Restricted Stock Units shall become vested as of the date such Service terminates in addition to the portion of the Restricted Stock Units which have already become vested as of such date, and all other Restricted Stock Units which are not and have not become vested, together with any Dividend Equivalents related to such Restricted Stock Units, as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates.  For purposes hereof, “Pro Rata Portion” shall mean that number of Restricted Stock Units that would become vested on the next Vesting Date multiplied by a fraction, the denominator of which is 12 and the numerator of which is the number of completed months (measured from the day of the month of the Vesting Date to the same day of the following month) between the immediately preceding Vesting Date (or the Grant Date if there is no preceding Vesting Date) and the date of termination of Service.

7.           Settlement.

(a)           All vested Restricted Stock Units shall be settled within 30 days following the applicable vesting date by the Company’s issuance and delivery to the Participant of a number of shares of Common Stock equal to the number of vested Restricted Stock Units or, in the discretion of the Administrator, by the payment of an amount in cash equal to the Fair Market Value of such shares of Common Stock (with Fair Market Value determined as of the applicable date of vesting).

(b)           Notwithstanding the above, if the Participant is subject to any Company “blackout” policy or other trading restriction imposed by the Company on the date such distribution would otherwise be made pursuant to Section 7(a) hereof and the shares in such distribution are not subject to a trading plan to which the Recipient and the Company are parties adopted under Rule 10b5-1 promulgated under the Securities Exchange Act of 1934, amended, pursuant to which at least a sufficient number of such shares are to be sold at the time of such distribution to cover the Participant’s tax obligations with respect to such distribution, such distribution shall instead be made on the earlier of (i) the date that the Participant is not subject to any such policy or restriction and (ii) the later of (1) the last business day of the calendar year in which the vesting in respect of such distribution occurred and (2) the 90th day after the date of the vesting in respect of such distribution (or, if such 90th day is not a business day, the immediately preceding business day).

-  2  -

(c)           The Participant shall not be deemed for any purpose to be, or have rights as, a shareholder of the Company by virtue of the grant of Restricted Stock Units, unless and until shares of Common Stock are issued to the Participant in respect of such Restricted Stock Units.

8.           Securities Matters.  The Company shall be under no obligation to effect the registration pursuant to the Securities Act of 1933, as amended (the “1933 Act”) of any interests in the Plan or any shares of Common Stock to be issued thereunder or to effect similar compliance under any state laws.  The Company shall not be obligated to cause to be issued any shares, whether by means of stock certificates or appropriate book entries, unless and until the Company is advised by its counsel that the issuance of such shares is in compliance with all applicable laws, regulations of governmental authority and the requirements of any securities exchange on which shares of Common Stock are traded.  The Administrator may require, as a condition of the issuance of shares of Common Stock pursuant to the terms hereof, that the recipient of such shares make such covenants, agreements and representations, and that any certificates bear such legends and any book entries be subject to such electronic coding, as the Administrator, in its sole discretion, deems necessary or desirable.  The Participant specifically understands and agrees that the shares of Common Stock, if and when issued, may be “restricted securities,” as that term is defined in Rule 144 under the 1933 Act and, accordingly, the Participant may be required to hold the shares indefinitely unless they are registered under such Act or an exemption from such registration is available.

9.           Dividend Equivalents.  Notwithstanding anything herein, each Restricted Stock Unit granted hereunder is hereby granted in tandem with a corresponding dividend equivalent (a “Dividend Equivalent”), which Dividend Equivalent shall remain outstanding from the Grant Date until the earlier of the settlement or forfeiture of the Restricted Stock Unit to which it corresponds.  If a Restricted Stock Unit is forfeited, the corresponding Dividend Equivalent shall be forfeited as well.  At such time as a Restricted Stock Unit is settled pursuant to Section 7, the corresponding Dividend Equivalent shall be settled for a payment in cash equal to the aggregate value of dividends declared, if any, on the Common Stock underlying such Restricted Stock Unit; provided, however, if any dividends or distributions are paid in shares of Common Stock, the Administrator, in its discretion, may settle such Dividend Equivalent in cash or shares of Common Stock.  Dividend Equivalents shall not entitle the Participant to any payments relating to dividends declared after the earlier to occur of the settlement or forfeiture of the Restricted Stock Units underlying such Dividend Equivalents.

10.         Delays or Omissions.  No delay or omission to exercise any right, power or remedy accruing to any party hereto upon any breach or default of any party under this Agreement, shall impair any such right, power or remedy of such party, nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring, nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring.  Any waiver, permit, consent or approval of any kind or character on the part of any party of any breach or default under this Agreement, or any waiver on the part of any party or any provisions or conditions of this Agreement, must be in a writing signed by such party and shall be effective only to the extent specifically set forth in such writing.

11.         Right of Discharge Preserved.  Nothing in this Agreement shall confer upon the Participant the right to continue in the employ or other service of the Company, or affect any right which the Company may have to terminate such employment or service.

12.         Integration.  This Agreement contains the entire understanding of the parties with respect to its subject matter.  There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings with respect to the subject matter hereof other than those expressly set forth herein.  This Agreement, including, without limitation, the Plan, supersedes all prior agreements and understandings between the parties with respect to its subject matter.

13.         Counterparts.  This Agreement may be executed in any number of original or facsimile or electronic PDF counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

14.         Governing Law.  This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without regard to the provisions governing conflict of laws.

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15.         Forfeiture and Recapture.   The Restricted Stock Units and any Common Stock issued or cash paid with respect to the Restricted Stock Units will be subject to recoupment in accordance with any existing clawback or recoupment policy, or any clawback or recoupment policy that the Company is required to adopt pursuant to the listing standards of any national securities exchange or association on which the Company’s securities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law.

16.         Participant Acknowledgment.  The Participant hereby acknowledges receipt of a copy of the Plan.  The Participant hereby acknowledges that all decisions, determinations and interpretations of the Administrator in respect of the Plan, this Agreement and the Restricted Stock Units shall be final and conclusive.

17.         Section 409A.  This Agreement is intended to comply with Section 409A of the Code (“Section 409A”) or an exemption thereunder and shall be construed and administered in accordance with Section 409A.  Notwithstanding any other provision of the Plan or this Agreement, payments provided under this Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption.  Any payments under this Agreement that may be excluded from Section 409A shall be excluded from Section 409A to the maximum extent possible.  Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Section 409A, and in no event shall the Company or any of its subsidiaries or affiliates be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Participant on account of non-compliance with Section 409A.

18.         Equitable Best Net.

(a)           Notwithstanding any other provisions in this Agreement, in the event that any payment or benefit received or to be received by the Participant (including, but not limited to, any payment or benefit received in connection with a change in control of the Company or the termination of the Participant’s employment, whether pursuant to the terms of this Agreement or any other plan, program, arrangement or agreement) (all such payments and benefits, together, the “Total Payments”) would be subject (in whole or part), to any excise tax imposed under Section 4999 of the Code, or any successor provision thereto (the “Excise Tax”), then, after taking into account any reduction in the Total Payments provided by reason of Section 280G of the Code in such other plan, program, arrangement or agreement, the Company will reduce the Total Payments to the extent necessary so that no portion of the Total Payments is subject to the Excise Tax (but in no event to less than zero); provided, however, that the Total Payments will only be reduced if (i) the net amount of such Total Payments, as so reduced (and after subtracting the net amount of federal, state, municipal and local income taxes on such reduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such reduced Total Payments), is greater than or equal to (ii) the net amount of such Total Payments without such reduction (but after subtracting the net amount of federal, state, municipal and local income taxes on such Total Payments and the amount of Excise Tax to which the Participant would be subject in respect of such unreduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such unreduced Total Payments).

(b)           In the case of a reduction in the Total Payments, the Total Payments will be reduced in the following order:  (i) payments that are payable in cash that are valued at full value under Treasury Regulation Section 1.280G-1, Q&A 24(a) will be reduced (if necessary, to zero), with amounts that are payable last reduced first; (ii) payments and benefits due in respect of any equity valued at full value under Treasury Regulation Section 1.280G-1, Q&A 24(a), with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24) will next be reduced; (iii) payments that are payable in cash that are valued at less than full value under Treasury Regulation Section 1.280G-1, Q&A 24, with amounts that are payable last reduced first, will next be reduced; (iv) payments and benefits due in respect of any equity valued at less than full value under Treasury Regulation Section 1.280G-1, Q&A 24, with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24) will next be reduced; and (v) all other non-cash benefits not otherwise described in clauses (ii) or (iv) will be next reduced pro-rata.  Any reductions made pursuant to each of clauses (i)-(v) above will be made in the following manner: first, a pro-rata reduction of cash payments and payments and benefits due in respect of any equity not subject to Section 409A, and second, a pro-rata reduction of cash payments and payments and benefits due in respect of any equity subject to Section 409A as deferred compensation.

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(c)           For purposes of determining whether and the extent to which the Total Payments will be subject to the Excise Tax:  (i) no portion of the Total Payments the receipt or enjoyment of which the Participant shall have waived at such time and in such manner as not to constitute a “payment” within the meaning of Section 280G(b) of the Code will be taken into account; (ii) no portion of the Total Payments will be taken into account which, in the opinion of tax counsel (“Tax Counsel”) selected by the accounting firm which was, immediately prior to the change in control, the Company’s independent auditor (the “Auditor”), does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code (including, but not limited to, by reason of Section 280G(b)(4)(A) of the Code) and, in calculating the Excise Tax, no portion of such Total Payments will be taken into account which, in the opinion of Tax Counsel, constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the “base amount” (as set forth in Section 280G(b)(3) of the Code) that is allocable to such reasonable compensation; and (iii) the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments will be determined by the Auditor in accordance with the principles of Sections 280G(d)(3) and (4) of the Code.  All determinations required by this Section 18 will be at the expense of the Company.

19.         Notices.  Any notice hereunder by the Participant shall be given to the Company in writing and such notice shall be deemed duly given only upon receipt thereof by the Chairman of the Board of Directors of the Company.  Any notice hereunder by the Company shall be given to the Participant in writing at the most recent address as Participant may have on file with the Company.

[Signature Page Follows]

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IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed by its duly authorized officer, and the Participant has hereunto signed this Agreement on his own behalf, thereby representing that he has carefully read and understands this Agreement and the Plan as of the day and year first written above.

GENCO SHIPPING & TRADING LIMITED
By:	/s/ Apostolos Zafolias
Name:	Apostolos Zafolias
Title:	Chief Financial Officer
/s/ Arthur L. Regan
ARTHUR L. REGAN

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EX-10.2

Exhibit 10.2

Genco Shipping & Trading Limited
Executive Officer Restricted Stock Unit Grant Agreement

THIS AGREEMENT, made as of March 4, 2019, between GENCO SHIPPING & TRADING LIMITED (the “Company”) and John C. Wobensmith (the “Participant”).

WHEREAS, the Company has adopted and maintains the Genco Shipping & Trading Limited Amended and Restated 2015 Equity Incentive Plan (the “Plan”) to provide certain key persons, on whose initiative and efforts the successful conduct of the business of the Company depends, with incentives to: (a) enter into and remain in the service of the Company, (b) acquire a proprietary interest in the success of the Company, (c) maximize their performance and (d) enhance the long-term performance of the Company;

WHEREAS, the Plan provides that the Board of Directors of the Company or a committee to which the Board of Directors has delegated such authority (the Board of Directors or such committee, as applicable, the “Administrator”) shall administer the Plan and determine the key persons to whom awards shall be granted and the amount and type of such awards;

WHEREAS, the Administrator has determined that the purposes of the Plan would be furthered by granting the Participant an award under the Plan as set forth in this Agreement;

NOW, THEREFORE, in consideration of the premises and the mutual covenants hereinafter set forth, the parties hereto hereby agree as follows:

1.           Grant of Restricted Stock Units.  Pursuant to, and subject to, the terms and conditions set forth herein (including without limitation Section 17 hereof) and in the Plan, the Company hereby grants to the Participant 59,595 restricted stock units (the “Restricted Stock Units”).  Each Restricted Stock Unit represents the right to receive one share of Common Stock or, in the discretion of the Administrator, an amount of cash equal to the Fair Market Value of such share of Common Stock, subject to the terms and conditions set forth in this Agreement and the Plan.

2.           Grant Date.  The Grant Date of the Restricted Stock Units is March 4, 2019.

3.           Incorporation of Plan.  All terms, conditions and restrictions of the Plan are incorporated herein and made part hereof as if stated herein.  If there is any conflict between the terms and conditions of the Plan and this Agreement, the terms and conditions of the Plan, as interpreted by the Administrator, shall govern.  Except as otherwise provided herein, all capitalized terms used herein shall have the meaning given to such terms in the Plan.

4.           Vesting.

(a)           Subject to Section 4(b) and Section 6 hereof and the further provisions of this Agreement,  1/3 of the total number of Restricted Stock Units shall vest on each of the first three anniversaries of March 4, 2019 (rounding down to the nearest whole Restricted Stock Unit on each of the first two anniversaries and rounding up on the third anniversary) (each such date, a “Vesting Date”), in each case subject to the Participant’s continued service with the Company on the applicable Vesting Date.

(b)           In the event of the occurrence of a Change in Control, the Restricted Stock Units shall become vested in full on the date six months after the date of such Change in Control (to the extent not previously vested in accordance with Section 4(a), Section 6(b), or Section 6(c)), subject to the Participant’s continued service with the Company on the vesting date; provided, however, that if this award is not assumed, continued or substituted for an equivalent award by the acquirer in such Change in Control, then the Restricted Stock Units shall become vested in full upon the consummation of the Change in Control.  For the purposes of this Agreement, Change in Control will have the meaning set forth in the Participant’s Employment Agreement with the

Company dated as of September 21, 2007, as amended from time to time (the “Employment Agreement”), provided, however that subclauses (iv) and (v) of such definition shall not apply for purposes of this Agreement.

5.           Restrictions on Transferability.  No Restricted Stock Units may be transferred, pledged, assigned, hypothecated or otherwise disposed of in any way by the Participant, except by will or by the laws of descent and distribution. In the event that the Participant becomes legally incapacitated, the Participant’s rights with respect to the Restricted Stock Units shall be exercisable by the Participant’s legal guardian or legal representative.  The Restricted Stock Units shall not be subject to execution, attachment or similar process.  Any attempted assignment, transfer, pledge, hypothecation or other disposition of the Restricted Stock Units contrary to the provisions hereof, and the levy of any execution, attachment or similar process upon an Restricted Stock Units, shall be null and void and without effect. All shares of Common Stock underlying the Restricted Stock Units shall be subject to the transfer restrictions and rights of the Company set forth in the Company’s Articles of Incorporation.

6.           Termination of Service.

(a)           In the event that the Participant’s Service with the Company terminates before all the Restricted Stock Units are vested for any reason other than a termination by the Company without cause (as defined in the Plan), by the Participant for Good Reason (as defined in the Employment Agreement), or the Participant’s death or disability (as defined in the Plan), all unvested Restricted Stock Units, together with any Dividend Equivalents related to such Restricted Stock Units, as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates and the Participant shall not be entitled to any compensation or other amount with respect to such forfeited Restricted Stock Units.  For purposes hereof, “Service” means a continuous time period during which the Participant is at least one of the following:  an employee or a director of, or a consultant to, the Company.

(b)           In the event that, before all the Restricted Stock Units are vested, the Participant’s Service with the Company is terminated by the Company without cause (as defined in the Plan) or by the Participant for Good Reason, all Restricted Stock Units shall become vested immediately as of the date of such termination of Service.

(c)           In the event that, before all the Restricted Stock Units are vested, the Participant’s Service with the Company terminates for reason of the Participant’s death or disability (as defined in the Plan), a Pro Rata Portion of the Restricted Stock Units shall become vested as of the date such Service terminates in addition to the portion of the Restricted Stock Units which have already become vested as of such date, and all other Restricted Stock Units which are not and have not become vested, together with any Dividend Equivalents related to such Restricted Stock Units, as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates.  For purposes hereof, “Pro Rata Portion” shall mean that number of Restricted Stock Units that would become vested on the next Vesting Date multiplied by a fraction, the denominator of which is 12 and the numerator of which is the number of completed months (measured from the day of the month of the Vesting Date to the same day of the following month) between the immediately preceding Vesting Date (or the Grant Date if there is no preceding Vesting Date) and the date of termination of Service.

7.           Settlement.

(a)           All vested Restricted Stock Units shall be settled within 30 days following the applicable vesting date by the Company’s issuance and delivery to the Participant of a number of shares of Common Stock equal to the number of vested Restricted Stock Units or, in the discretion of the Administrator, by the payment of an amount in cash equal to the Fair Market Value of such shares of Common Stock (with Fair Market Value determined as of the applicable date of vesting).

(b)           Notwithstanding the above, if the Participant is subject to any Company “blackout” policy or other trading restriction imposed by the Company on the date such distribution would otherwise be made pursuant to Section 7(a) hereof and the shares in such distribution are not subject to a trading plan to which the Recipient and the Company are parties adopted under Rule 10b5-1 promulgated under the Securities Exchange Act of 1934, amended, pursuant to which at least a sufficient number of such shares are to be sold at the time of such distribution to cover the Participant’s tax obligations with respect to such distribution, such

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distribution shall instead be made on the earlier of (i) the date that the Participant is not subject to any such policy or restriction and (ii) the later of (1) the last business day of the calendar year in which the vesting in respect of such distribution occurred and (2) the 90th day after the date of the vesting in respect of such distribution (or, if such 90th day is not a business day, the immediately preceding business day).

(c)           The Participant shall not be deemed for any purpose to be, or have rights as, a shareholder of the Company by virtue of the grant of Restricted Stock Units, unless and until shares of Common Stock are issued to the Participant in respect of such Restricted Stock Units.

8.           Securities Matters.  The Company shall be under no obligation to effect the registration pursuant to the Securities Act of 1933, as amended (the “1933 Act”) of any interests in the Plan or any shares of Common Stock to be issued thereunder or to effect similar compliance under any state laws.  The Company shall not be obligated to cause to be issued any shares, whether by means of stock certificates or appropriate book entries, unless and until the Company is advised by its counsel that the issuance of such shares is in compliance with all applicable laws, regulations of governmental authority and the requirements of any securities exchange on which shares of Common Stock are traded.  The Administrator may require, as a condition of the issuance of shares of Common Stock pursuant to the terms hereof, that the recipient of such shares make such covenants, agreements and representations, and that any certificates bear such legends and any book entries be subject to such electronic coding, as the Administrator, in its sole discretion, deems necessary or desirable.  The Participant specifically understands and agrees that the shares of Common Stock, if and when issued, may be “restricted securities,” as that term is defined in Rule 144 under the 1933 Act and, accordingly, the Participant may be required to hold the shares indefinitely unless they are registered under such Act or an exemption from such registration is available.

9.           Dividend Equivalents.  Notwithstanding anything herein, each Restricted Stock Unit granted hereunder is hereby granted in tandem with a corresponding dividend equivalent (a “Dividend Equivalent”), which Dividend Equivalent shall remain outstanding from the Grant Date until the earlier of the settlement or forfeiture of the Restricted Stock Unit to which it corresponds.  If a Restricted Stock Unit is forfeited, the corresponding Dividend Equivalent shall be forfeited as well.  At such time as a Restricted Stock Unit is settled pursuant to Section 7, the corresponding Dividend Equivalent shall be settled for a payment in cash equal to the aggregate value of dividends declared, if any, on the Common Stock underlying such Restricted Stock Unit; provided, however, if any dividends or distributions are paid in shares of Common Stock, the Administrator, in its discretion, may settle such Dividend Equivalent in cash or shares of Common Stock.  Dividend Equivalents shall not entitle the Participant to any payments relating to dividends declared after the earlier to occur of the settlement or forfeiture of the Restricted Stock Units underlying such Dividend Equivalents.

10.         Delays or Omissions.  No delay or omission to exercise any right, power or remedy accruing to any party hereto upon any breach or default of any party under this Agreement, shall impair any such right, power or remedy of such party, nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring, nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring.  Any waiver, permit, consent or approval of any kind or character on the part of any party of any breach or default under this Agreement, or any waiver on the part of any party or any provisions or conditions of this Agreement, must be in a writing signed by such party and shall be effective only to the extent specifically set forth in such writing.

11.         Right of Discharge Preserved.  Nothing in this Agreement shall confer upon the Participant the right to continue in the employ or other service of the Company, or affect any right which the Company may have to terminate such employment or service.

12.         Integration.  This Agreement contains the entire understanding of the parties with respect to its subject matter.  There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings with respect to the subject matter hereof other than those expressly set forth herein.  This Agreement, including, without limitation, the Plan, supersedes all prior agreements and understandings between the parties with respect to its subject matter.

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13.         Counterparts.  This Agreement may be executed in any number of original or facsimile or electronic PDF counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

14.         Governing Law.  This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without regard to the provisions governing conflict of laws.

15.         Forfeiture and Recapture.   The Restricted Stock Units and any Common Stock issued or cash paid with respect to the Restricted Stock Units will be subject to recoupment in accordance with any existing clawback or recoupment policy, or any clawback or recoupment policy that the Company is required to adopt pursuant to the listing standards of any national securities exchange or association on which the Company’s securities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law.

16.         Participant Acknowledgment.  The Participant hereby acknowledges receipt of a copy of the Plan.  The Participant hereby acknowledges that all decisions, determinations and interpretations of the Administrator in respect of the Plan, this Agreement and the Restricted Stock Units shall be final and conclusive.

17.         Section 409A.  This Agreement is intended to comply with Section 409A of the Code (“Section 409A”) or an exemption thereunder and shall be construed and administered in accordance with Section 409A.  Notwithstanding any other provision of the Plan or this Agreement, payments provided under this Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption.  Any payments under this Agreement that may be excluded from Section 409A shall be excluded from Section 409A to the maximum extent possible.  Section 8(a) of the Employment Agreement is expressly incorporated into, and made applicable to, this Agreement.  Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Section 409A, and in no event shall the Company or any of its subsidiaries or affiliates be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Participant on account of non-compliance with Section 409A.

18.         Notices.  Any notice hereunder by the Participant shall be given to the Company in writing and such notice shall be deemed duly given only upon receipt thereof by the Chairman of the Board of Directors of the Company.  Any notice hereunder by the Company shall be given to the Participant in writing at the most recent address as Participant may have on file with the Company.

[Signature Page Follows]

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IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed by its duly authorized officer, and the Participant has hereunto signed this Agreement on his own behalf, thereby representing that he has carefully read and understands this Agreement and the Plan as of the day and year first written above.

GENCO SHIPPING & TRADING LIMITED
By:	/s/ Apostolos Zafolias
Name:	Apostolos Zafolias
Title:	Chief Financial Officer
/s/ John C. Wobensmith
JOHN C. WOBENSMITH

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EX-10.3

Exhibit 10.3

Genco Shipping & Trading Limited
Restricted Stock Unit Grant Agreement

THIS AGREEMENT, made as of March 4, 2019, between GENCO SHIPPING & TRADING LIMITED (the “Company”) and Apostolos Zafolias (the “Participant”).

WHEREAS, the Company has adopted and maintains the Genco Shipping & Trading Limited Amended and Restated 2015 Equity Incentive Plan (the “Plan”) to provide certain key persons, on whose initiative and efforts the successful conduct of the business of the Company depends, with incentives to: (a) enter into and remain in the service of the Company, (b) acquire a proprietary interest in the success of the Company, (c) maximize their performance and (d) enhance the long-term performance of the Company;

WHEREAS, the Plan provides that the Board of Directors of the Company or a committee to which the Board of Directors has delegated such authority (the Board of Directors or such committee, as applicable, the “Administrator”) shall administer the Plan and determine the key persons to whom awards shall be granted and the amount and type of such awards;

WHEREAS, the Administrator has determined that the purposes of the Plan would be furthered by granting the Participant an award under the Plan as set forth in this Agreement;

NOW, THEREFORE, in consideration of the premises and the mutual covenants hereinafter set forth, the parties hereto hereby agree as follows:

1.           Grant of Restricted Stock Units.  Pursuant to, and subject to, the terms and conditions set forth herein (including without limitation Section 17 hereof) and in the Plan, the Company hereby grants to the Participant 8,939 restricted stock units (the “Restricted Stock Units”).  Each Restricted Stock Unit represents the right to receive one share of Common Stock or, in the discretion of the Administrator, an amount of cash equal to the Fair Market Value of such share of Common Stock, subject to the terms and conditions set forth in this Agreement and the Plan.

2.           Grant Date.  The Grant Date of the Restricted Stock Units is March 4, 2019.

3.           Incorporation of Plan.  All terms, conditions and restrictions of the Plan are incorporated herein and made part hereof as if stated herein.  If there is any conflict between the terms and conditions of the Plan and this Agreement, the terms and conditions of the Plan, as interpreted by the Administrator, shall govern.  Except as otherwise provided herein, all capitalized terms used herein shall have the meaning given to such terms in the Plan.

4.           Vesting.

(a)           Subject to Section 4(b) and Section 6 hereof and the further provisions of this Agreement,  1/3 of the total number of Restricted Stock Units shall vest on each of the first three anniversaries of March 4, 2019 (rounding down to the nearest whole Restricted Stock Unit on each of the first two anniversaries and rounding up on the third anniversary) (each such date, a “Vesting Date”), in each case subject to the Participant’s continued service with the Company on the applicable Vesting Date.

(b)           In the event of the occurrence of a Change in Control, the Restricted Stock Units shall become vested in full if the Participant’s Service with the Company is terminated by the Company without cause (as defined in the Plan) within 12 months after the date of such Change in Control (to the extent not previously vested in accordance with Section 4(a), Section 6(b), or Section 6(c)); provided, however, that if this award is not assumed, continued or substituted for an equivalent award by the acquirer in such Change in Control, then the Restricted Stock Units shall become vested in full upon the consummation of the Change in Control.

5.           Restrictions on Transferability.  No Restricted Stock Units may be transferred, pledged, assigned, hypothecated or otherwise disposed of in any way by the Participant, except by will or by the laws of descent and distribution. In the event that the Participant becomes legally incapacitated, the Participant’s rights with respect to the Restricted Stock Units shall be exercisable by the Participant’s legal guardian or legal representative.  The Restricted Stock Units shall not be subject to execution, attachment or similar process.  Any attempted assignment, transfer, pledge, hypothecation or other disposition of the Restricted Stock Units contrary to the provisions hereof, and the levy of any execution, attachment or similar process upon an Restricted Stock Units, shall be null and void and without effect. All shares of Common Stock underlying the Restricted Stock Units shall be subject to the transfer restrictions and rights of the Company set forth in the Company’s Articles of Incorporation.

6.           Termination of Service.

(a)           In the event that the Participant’s Service with the Company terminates before all the Restricted Stock Units are vested for any reason other than a termination by the Company without cause (as defined in the Plan), or the Participant’s death or disability (as defined in the Plan), all unvested Restricted Stock Units, together with any Dividend Equivalents related to such Restricted Stock Units, as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates and the Participant shall not be entitled to any compensation or other amount with respect to such forfeited Restricted Stock Units.  For purposes hereof, “Service” means a continuous time period during which the Participant is at least one of the following:  an employee or a director of, or a consultant to, the Company.

(b)           Except as provided in Section 4(b) hereof, in the event that, before all the Restricted Stock Units are vested, the Participant’s Service with the Company is terminated by the Company without cause (as defined in the Plan), that number of Restricted Stock Units that would otherwise become vested on the next Vesting Date shall become vested immediately as of the date of such termination of Service, and all other Restricted Stock Units which are not and have not become vested, together with any Dividend Equivalents related to such Restricted Stock Units, as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates without any consideration therefor.

(c)           In the event that, before all the Restricted Stock Units are vested, the Participant’s Service with the Company terminates for reason of the Participant’s death or disability (as defined in the Plan), a Pro Rata Portion of the Restricted Stock Units shall become vested as of the date such Service terminates in addition to the portion of the Restricted Stock Units which have already become vested as of such date, and all other Restricted Stock Units which are not and have not become vested, together with any Dividend Equivalents related to such Restricted Stock Units, as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates.  For purposes hereof, “Pro Rata Portion” shall mean that number of Restricted Stock Units that would become vested on the next Vesting Date multiplied by a fraction, the denominator of which is 12 and the numerator of which is the number of completed months (measured from the day of the month of the Vesting Date to the same day of the following month) between the immediately preceding Vesting Date (or the Grant Date if there is no preceding Vesting Date) and the date of termination of Service.

7.           Settlement.

(a)           All vested Restricted Stock Units shall be settled within 30 days following the applicable vesting date by the Company’s issuance and delivery to the Participant of a number of shares of Common Stock equal to the number of vested Restricted Stock Units or, in the discretion of the Administrator, by the payment of an amount in cash equal to the Fair Market Value of such shares of Common Stock (with Fair Market Value determined as of the applicable date of vesting).

(b)           Notwithstanding the above, if the Participant is subject to any Company “blackout” policy or other trading restriction imposed by the Company on the date such distribution would otherwise be made pursuant to Section 7(a) hereof and the shares in such distribution are not subject to a trading plan to which the Recipient and the Company are parties adopted under Rule 10b5-1 promulgated under the Securities Exchange Act of 1934, amended, pursuant to which at least a sufficient number of such shares are to be sold at the time of such distribution to cover the Participant’s tax obligations with respect to such distribution, such distribution shall instead be made on the earlier of (i) the date that the Participant is not subject to any such policy or

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restriction and (ii) the later of (1) the last business day of the calendar year in which the vesting in respect of such distribution occurred and (2) the 90th day after the date of the vesting in respect of such distribution (or, if such 90th day is not a business day, the immediately preceding business day).

(b)           The Participant shall not be deemed for any purpose to be, or have rights as, a shareholder of the Company by virtue of the grant of Restricted Stock Units, unless and until shares of Common Stock are issued to the Participant in respect of such Restricted Stock Units.

8.           Securities Matters.  The Company shall be under no obligation to effect the registration pursuant to the Securities Act of 1933, as amended (the “1933 Act”) of any interests in the Plan or any shares of Common Stock to be issued thereunder or to effect similar compliance under any state laws.  The Company shall not be obligated to cause to be issued any shares, whether by means of stock certificates or appropriate book entries, unless and until the Company is advised by its counsel that the issuance of such shares is in compliance with all applicable laws, regulations of governmental authority and the requirements of any securities exchange on which shares of Common Stock are traded.  The Administrator may require, as a condition of the issuance of shares of Common Stock pursuant to the terms hereof, that the recipient of such shares make such covenants, agreements and representations, and that any certificates bear such legends and any book entries be subject to such electronic coding, as the Administrator, in its sole discretion, deems necessary or desirable.  The Participant specifically understands and agrees that the shares of Common Stock, if and when issued, may be “restricted securities,” as that term is defined in Rule 144 under the 1933 Act and, accordingly, the Participant may be required to hold the shares indefinitely unless they are registered under such Act or an exemption from such registration is available.

9.           Dividend Equivalents.  Notwithstanding anything herein, each Restricted Stock Unit granted hereunder is hereby granted in tandem with a corresponding dividend equivalent (a “Dividend Equivalent”), which Dividend Equivalent shall remain outstanding from the Grant Date until the earlier of the settlement or forfeiture of the Restricted Stock Unit to which it corresponds.  If a Restricted Stock Unit is forfeited, the corresponding Dividend Equivalent shall be forfeited as well.  At such time as a Restricted Stock Unit is settled pursuant to Section 7, the corresponding Dividend Equivalent shall be settled for a payment in cash equal to the aggregate value of dividends declared, if any, on the Common Stock underlying such Restricted Stock Unit; provided, however, if any dividends or distributions are paid in shares of Common Stock, the Administrator, in its discretion, may settle such Dividend Equivalent in cash or shares of Common Stock.  Dividend Equivalents shall not entitle the Participant to any payments relating to dividends declared after the earlier to occur of the settlement or forfeiture of the Restricted Stock Units underlying such Dividend Equivalents.

10.         Delays or Omissions.  No delay or omission to exercise any right, power or remedy accruing to any party hereto upon any breach or default of any party under this Agreement, shall impair any such right, power or remedy of such party, nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring, nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring.  Any waiver, permit, consent or approval of any kind or character on the part of any party of any breach or default under this Agreement, or any waiver on the part of any party or any provisions or conditions of this Agreement, must be in a writing signed by such party and shall be effective only to the extent specifically set forth in such writing.

11.         Right of Discharge Preserved.  Nothing in this Agreement shall confer upon the Participant the right to continue in the employ or other service of the Company, or affect any right which the Company may have to terminate such employment or service.

12.         Integration.  This Agreement contains the entire understanding of the parties with respect to its subject matter.  There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings with respect to the subject matter hereof other than those expressly set forth herein.  This Agreement, including, without limitation, the Plan, supersedes all prior agreements and understandings between the parties with respect to its subject matter.

13.         Counterparts.  This Agreement may be executed in any number of original or facsimile or electronic PDF counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

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14.         Governing Law.  This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without regard to the provisions governing conflict of laws.

15.         Forfeiture and Recapture.   The Restricted Stock Units and any Common Stock issued or cash paid with respect to the Restricted Stock Units will be subject to recoupment in accordance with any existing clawback or recoupment policy, or any clawback or recoupment policy that the Company is required to adopt pursuant to the listing standards of any national securities exchange or association on which the Company’s securities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law.

16.         Participant Acknowledgment.  The Participant hereby acknowledges receipt of a copy of the Plan.  The Participant hereby acknowledges that all decisions, determinations and interpretations of the Administrator in respect of the Plan, this Agreement and the Restricted Stock Units shall be final and conclusive.

17.         Section 409A.  This Agreement is intended to comply with Section 409A of the Code (“Section 409A”) or an exemption thereunder and shall be construed and administered in accordance with Section 409A.  Notwithstanding any other provision of the Plan or this Agreement, payments provided under this Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption.  Any payments under this Agreement that may be excluded from Section 409A shall be excluded from Section 409A to the maximum extent possible.  Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Section 409A, and in no event shall the Company or any of its subsidiaries or affiliates be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Participant on account of non-compliance with Section 409A.

18.         Equitable Best Net.

(a)           Notwithstanding any other provisions in this Agreement, in the event that any payment or benefit received or to be received by the Participant (including, but not limited to, any payment or benefit received in connection with a change in control of the Company or the termination of the Participant’s employment, whether pursuant to the terms of this Agreement or any other plan, program, arrangement or agreement) (all such payments and benefits, together, the “Total Payments”) would be subject (in whole or part), to any excise tax imposed under Section 4999 of the Code, or any successor provision thereto (the “Excise Tax”), then, after taking into account any reduction in the Total Payments provided by reason of Section 280G of the Code in such other plan, program, arrangement or agreement, the Company will reduce the Total Payments to the extent necessary so that no portion of the Total Payments is subject to the Excise Tax (but in no event to less than zero); provided, however, that the Total Payments will only be reduced if (i) the net amount of such Total Payments, as so reduced (and after subtracting the net amount of federal, state, municipal and local income taxes on such reduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such reduced Total Payments), is greater than or equal to (ii) the net amount of such Total Payments without such reduction (but after subtracting the net amount of federal, state, municipal and local income taxes on such Total Payments and the amount of Excise Tax to which the Participant would be subject in respect of such unreduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such unreduced Total Payments).

(b)           In the case of a reduction in the Total Payments, the Total Payments will be reduced in the following order:  (i) payments that are payable in cash that are valued at full value under Treasury Regulation Section 1.280G-1, Q&A 24(a) will be reduced (if necessary, to zero), with amounts that are payable last reduced first; (ii) payments and benefits due in respect of any equity valued at full value under Treasury Regulation Section 1.280G-1, Q&A 24(a), with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24) will next be reduced; (iii) payments that are payable in cash that are valued at less than full value under Treasury Regulation Section 1.280G-1, Q&A 24, with amounts that are payable last reduced first, will next be reduced; (iv) payments and benefits due in respect of any equity valued at less than full value under Treasury Regulation Section 1.280G-1, Q&A 24, with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24) will next be reduced; and (v) all other non-cash benefits not otherwise described in clauses (ii) or (iv) will be next reduced pro-rata.  Any reductions made pursuant to each of clauses (i)-(v) above will be made in the following manner: first, a pro-rata reduction of cash

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payments and payments and benefits due in respect of any equity not subject to Section 409A, and second, a pro-rata reduction of cash payments and payments and benefits due in respect of any equity subject to Section 409A as deferred compensation.

(c)           For purposes of determining whether and the extent to which the Total Payments will be subject to the Excise Tax:  (i) no portion of the Total Payments the receipt or enjoyment of which the Participant shall have waived at such time and in such manner as not to constitute a “payment” within the meaning of Section 280G(b) of the Code will be taken into account; (ii) no portion of the Total Payments will be taken into account which, in the opinion of tax counsel (“Tax Counsel”) selected by the accounting firm which was, immediately prior to the change in control, the Company’s independent auditor (the “Auditor”), does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code (including, but not limited to, by reason of Section 280G(b)(4)(A) of the Code) and, in calculating the Excise Tax, no portion of such Total Payments will be taken into account which, in the opinion of Tax Counsel, constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the “base amount” (as set forth in Section 280G(b)(3) of the Code) that is allocable to such reasonable compensation; and (iii) the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments will be determined by the Auditor in accordance with the principles of Sections 280G(d)(3) and (4) of the Code.  All determinations required by this Section 18 will be at the expense of the Company.

19.         Notices.  Any notice hereunder by the Participant shall be given to the Company in writing and such notice shall be deemed duly given only upon receipt thereof by the Chairman of the Board of Directors of the Company.  Any notice hereunder by the Company shall be given to the Participant in writing at the most recent address as Participant may have on file with the Company.

[Signature Page Follows]

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IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed by its duly authorized officer, and the Participant has hereunto signed this Agreement on his own behalf, thereby representing that he has carefully read and understands this Agreement and the Plan as of the day and year first written above.

GENCO SHIPPING & TRADING LIMITED
By:	/s/ John Wobensmith
Name:	John Wobensmith
Title:	CEO
/s/ Apostolos Zafolias
APOSTOLOS ZAFOLIAS

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EX-10.4

Exhibit 10.4

Genco Shipping & Trading Limited
Restricted Stock Unit Grant Agreement

THIS AGREEMENT, made as of March 4, 2019, between GENCO SHIPPING & TRADING LIMITED (the “Company”) and Joseph Adamo (the “Participant”).

WHEREAS, the Company has adopted and maintains the Genco Shipping & Trading Limited Amended and Restated 2015 Equity Incentive Plan (the “Plan”) to provide certain key persons, on whose initiative and efforts the successful conduct of the business of the Company depends, with incentives to: (a) enter into and remain in the service of the Company, (b) acquire a proprietary interest in the success of the Company, (c) maximize their performance and (d) enhance the long-term performance of the Company;

WHEREAS, the Plan provides that the Board of Directors of the Company or a committee to which the Board of Directors has delegated such authority (the Board of Directors or such committee, as applicable, the “Administrator”) shall administer the Plan and determine the key persons to whom awards shall be granted and the amount and type of such awards;

WHEREAS, the Administrator has determined that the purposes of the Plan would be furthered by granting the Participant an award under the Plan as set forth in this Agreement;

NOW, THEREFORE, in consideration of the premises and the mutual covenants hereinafter set forth, the parties hereto hereby agree as follows:

1.           Grant of Restricted Stock Units.  Pursuant to, and subject to, the terms and conditions set forth herein (including without limitation Section 17 hereof) and in the Plan, the Company hereby grants to the Participant 1,788 restricted stock units (the “Restricted Stock Units”).  Each Restricted Stock Unit represents the right to receive one share of Common Stock or, in the discretion of the Administrator, an amount of cash equal to the Fair Market Value of such share of Common Stock, subject to the terms and conditions set forth in this Agreement and the Plan.

2.           Grant Date.  The Grant Date of the Restricted Stock Units is March 4, 2019.

3.           Incorporation of Plan.  All terms, conditions and restrictions of the Plan are incorporated herein and made part hereof as if stated herein.  If there is any conflict between the terms and conditions of the Plan and this Agreement, the terms and conditions of the Plan, as interpreted by the Administrator, shall govern.  Except as otherwise provided herein, all capitalized terms used herein shall have the meaning given to such terms in the Plan.

4.           Vesting.

(a)           Subject to Section 4(b) and Section 6 hereof and the further provisions of this Agreement,  1/3 of the total number of Restricted Stock Units shall vest on each of the first three anniversaries of March 4, 2019 (rounding down to the nearest whole Restricted Stock Unit on each of the first two anniversaries and rounding up on the third anniversary) (each such date, a “Vesting Date”), in each case subject to the Participant’s continued service with the Company on the applicable Vesting Date.

(b)           In the event of the occurrence of a Change in Control, the Restricted Stock Units shall become vested in full if the Participant’s Service with the Company is terminated by the Company without cause (as defined in the Plan) within 12 months after the date of such Change in Control (to the extent not previously vested in accordance with Section 4(a), Section 6(b), or Section 6(c)); provided, however, that if this award is not assumed, continued or substituted for an equivalent award by the acquirer in such Change in Control, then the Restricted Stock Units shall become vested in full upon the consummation of the Change in Control.

5.           Restrictions on Transferability.  No Restricted Stock Units may be transferred, pledged, assigned, hypothecated or otherwise disposed of in any way by the Participant, except by will or by the laws of descent and distribution. In the event that the Participant becomes legally incapacitated, the Participant’s rights with respect to the Restricted Stock Units shall be exercisable by the Participant’s legal guardian or legal representative.  The Restricted Stock Units shall not be subject to execution, attachment or similar process.  Any attempted assignment, transfer, pledge, hypothecation or other disposition of the Restricted Stock Units contrary to the provisions hereof, and the levy of any execution, attachment or similar process upon an Restricted Stock Units, shall be null and void and without effect. All shares of Common Stock underlying the Restricted Stock Units shall be subject to the transfer restrictions and rights of the Company set forth in the Company’s Articles of Incorporation.

6.           Termination of Service.

(a)           In the event that the Participant’s Service with the Company terminates before all the Restricted Stock Units are vested for any reason other than a termination by the Company without cause (as defined in the Plan), or the Participant’s death or disability (as defined in the Plan), all unvested Restricted Stock Units, together with any Dividend Equivalents related to such Restricted Stock Units, as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates and the Participant shall not be entitled to any compensation or other amount with respect to such forfeited Restricted Stock Units.  For purposes hereof, “Service” means a continuous time period during which the Participant is at least one of the following:  an employee or a director of, or a consultant to, the Company.

(b)           Except as provided in Section 4(b) hereof, in the event that, before all the Restricted Stock Units are vested, the Participant’s Service with the Company is terminated by the Company without cause (as defined in the Plan), that number of Restricted Stock Units that would otherwise become vested on the next Vesting Date shall become vested immediately as of the date of such termination of Service, and all other Restricted Stock Units which are not and have not become vested, together with any Dividend Equivalents related to such Restricted Stock Units, as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates without any consideration therefor.

(c)           In the event that, before all the Restricted Stock Units are vested, the Participant’s Service with the Company terminates for reason of the Participant’s death or disability (as defined in the Plan), a Pro Rata Portion of the Restricted Stock Units shall become vested as of the date such Service terminates in addition to the portion of the Restricted Stock Units which have already become vested as of such date, and all other Restricted Stock Units which are not and have not become vested, together with any Dividend Equivalents related to such Restricted Stock Units, as set forth in Section 9 hereof, shall be forfeited as of the date such Service terminates.  For purposes hereof, “Pro Rata Portion” shall mean that number of Restricted Stock Units that would become vested on the next Vesting Date multiplied by a fraction, the denominator of which is 12 and the numerator of which is the number of completed months (measured from the day of the month of the Vesting Date to the same day of the following month) between the immediately preceding Vesting Date (or the Grant Date if there is no preceding Vesting Date) and the date of termination of Service.

7.           Settlement.

(a)           All vested Restricted Stock Units shall be settled within 30 days following the applicable vesting date by the Company’s issuance and delivery to the Participant of a number of shares of Common Stock equal to the number of vested Restricted Stock Units or, in the discretion of the Administrator, by the payment of an amount in cash equal to the Fair Market Value of such shares of Common Stock (with Fair Market Value determined as of the applicable date of vesting).

(b)           Notwithstanding the above, if the Participant is subject to any Company “blackout” policy or other trading restriction imposed by the Company on the date such distribution would otherwise be made pursuant to Section 7(a) hereof and the shares in such distribution are not subject to a trading plan to which the Recipient and the Company are parties adopted under Rule 10b5-1 promulgated under the Securities Exchange Act of 1934, amended, pursuant to which at least a sufficient number of such shares are to be sold at the time of such distribution to cover the Participant’s tax obligations with respect to such distribution, such distribution shall instead be made on the earlier of (i) the date that the Participant is not subject to any such policy or

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restriction and (ii) the later of (1) the last business day of the calendar year in which the vesting in respect of such distribution occurred and (2) the 90th day after the date of the vesting in respect of such distribution (or, if such 90th day is not a business day, the immediately preceding business day).

(b)           The Participant shall not be deemed for any purpose to be, or have rights as, a shareholder of the Company by virtue of the grant of Restricted Stock Units, unless and until shares of Common Stock are issued to the Participant in respect of such Restricted Stock Units.

8.           Securities Matters.  The Company shall be under no obligation to effect the registration pursuant to the Securities Act of 1933, as amended (the “1933 Act”) of any interests in the Plan or any shares of Common Stock to be issued thereunder or to effect similar compliance under any state laws.  The Company shall not be obligated to cause to be issued any shares, whether by means of stock certificates or appropriate book entries, unless and until the Company is advised by its counsel that the issuance of such shares is in compliance with all applicable laws, regulations of governmental authority and the requirements of any securities exchange on which shares of Common Stock are traded.  The Administrator may require, as a condition of the issuance of shares of Common Stock pursuant to the terms hereof, that the recipient of such shares make such covenants, agreements and representations, and that any certificates bear such legends and any book entries be subject to such electronic coding, as the Administrator, in its sole discretion, deems necessary or desirable.  The Participant specifically understands and agrees that the shares of Common Stock, if and when issued, may be “restricted securities,” as that term is defined in Rule 144 under the 1933 Act and, accordingly, the Participant may be required to hold the shares indefinitely unless they are registered under such Act or an exemption from such registration is available.

9.           Dividend Equivalents.  Notwithstanding anything herein, each Restricted Stock Unit granted hereunder is hereby granted in tandem with a corresponding dividend equivalent (a “Dividend Equivalent”), which Dividend Equivalent shall remain outstanding from the Grant Date until the earlier of the settlement or forfeiture of the Restricted Stock Unit to which it corresponds.  If a Restricted Stock Unit is forfeited, the corresponding Dividend Equivalent shall be forfeited as well.  At such time as a Restricted Stock Unit is settled pursuant to Section 7, the corresponding Dividend Equivalent shall be settled for a payment in cash equal to the aggregate value of dividends declared, if any, on the Common Stock underlying such Restricted Stock Unit; provided, however, if any dividends or distributions are paid in shares of Common Stock, the Administrator, in its discretion, may settle such Dividend Equivalent in cash or shares of Common Stock.  Dividend Equivalents shall not entitle the Participant to any payments relating to dividends declared after the earlier to occur of the settlement or forfeiture of the Restricted Stock Units underlying such Dividend Equivalents.

10.         Delays or Omissions.  No delay or omission to exercise any right, power or remedy accruing to any party hereto upon any breach or default of any party under this Agreement, shall impair any such right, power or remedy of such party, nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring, nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring.  Any waiver, permit, consent or approval of any kind or character on the part of any party of any breach or default under this Agreement, or any waiver on the part of any party or any provisions or conditions of this Agreement, must be in a writing signed by such party and shall be effective only to the extent specifically set forth in such writing.

11.         Right of Discharge Preserved.  Nothing in this Agreement shall confer upon the Participant the right to continue in the employ or other service of the Company, or affect any right which the Company may have to terminate such employment or service.

12.         Integration.  This Agreement contains the entire understanding of the parties with respect to its subject matter.  There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings with respect to the subject matter hereof other than those expressly set forth herein.  This Agreement, including, without limitation, the Plan, supersedes all prior agreements and understandings between the parties with respect to its subject matter.

13.         Counterparts.  This Agreement may be executed in any number of original or facsimile or electronic PDF counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

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14.         Governing Law.  This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without regard to the provisions governing conflict of laws.

15.         Forfeiture and Recapture.   The Restricted Stock Units and any Common Stock issued or cash paid with respect to the Restricted Stock Units will be subject to recoupment in accordance with any existing clawback or recoupment policy, or any clawback or recoupment policy that the Company is required to adopt pursuant to the listing standards of any national securities exchange or association on which the Company’s securities are listed or as is otherwise required by the Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law.

16.         Participant Acknowledgment.  The Participant hereby acknowledges receipt of a copy of the Plan.  The Participant hereby acknowledges that all decisions, determinations and interpretations of the Administrator in respect of the Plan, this Agreement and the Restricted Stock Units shall be final and conclusive.

17.         Section 409A.  This Agreement is intended to comply with Section 409A of the Code (“Section 409A”) or an exemption thereunder and shall be construed and administered in accordance with Section 409A.  Notwithstanding any other provision of the Plan or this Agreement, payments provided under this Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption.  Any payments under this Agreement that may be excluded from Section 409A shall be excluded from Section 409A to the maximum extent possible.  Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Section 409A, and in no event shall the Company or any of its subsidiaries or affiliates be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by Participant on account of non-compliance with Section 409A.

18.         Equitable Best Net.

(a)           Notwithstanding any other provisions in this Agreement, in the event that any payment or benefit received or to be received by the Participant (including, but not limited to, any payment or benefit received in connection with a change in control of the Company or the termination of the Participant’s employment, whether pursuant to the terms of this Agreement or any other plan, program, arrangement or agreement) (all such payments and benefits, together, the “Total Payments”) would be subject (in whole or part), to any excise tax imposed under Section 4999 of the Code, or any successor provision thereto (the “Excise Tax”), then, after taking into account any reduction in the Total Payments provided by reason of Section 280G of the Code in such other plan, program, arrangement or agreement, the Company will reduce the Total Payments to the extent necessary so that no portion of the Total Payments is subject to the Excise Tax (but in no event to less than zero); provided, however, that the Total Payments will only be reduced if (i) the net amount of such Total Payments, as so reduced (and after subtracting the net amount of federal, state, municipal and local income taxes on such reduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such reduced Total Payments), is greater than or equal to (ii) the net amount of such Total Payments without such reduction (but after subtracting the net amount of federal, state, municipal and local income taxes on such Total Payments and the amount of Excise Tax to which the Participant would be subject in respect of such unreduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such unreduced Total Payments).

(b)           In the case of a reduction in the Total Payments, the Total Payments will be reduced in the following order:  (i) payments that are payable in cash that are valued at full value under Treasury Regulation Section 1.280G-1, Q&A 24(a) will be reduced (if necessary, to zero), with amounts that are payable last reduced first; (ii) payments and benefits due in respect of any equity valued at full value under Treasury Regulation Section 1.280G-1, Q&A 24(a), with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24) will next be reduced; (iii) payments that are payable in cash that are valued at less than full value under Treasury Regulation Section 1.280G-1, Q&A 24, with amounts that are payable last reduced first, will next be reduced; (iv) payments and benefits due in respect of any equity valued at less than full value under Treasury Regulation Section 1.280G-1, Q&A 24, with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24) will next be reduced; and (v) all other non-cash benefits not otherwise described in clauses (ii) or (iv) will be next reduced pro-rata.  Any reductions made pursuant to each of clauses (i)-(v) above will be made in the following manner: first, a pro-rata reduction of cash

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payments and payments and benefits due in respect of any equity not subject to Section 409A, and second, a pro-rata reduction of cash payments and payments and benefits due in respect of any equity subject to Section 409A as deferred compensation.

(c)           For purposes of determining whether and the extent to which the Total Payments will be subject to the Excise Tax:  (i) no portion of the Total Payments the receipt or enjoyment of which the Participant shall have waived at such time and in such manner as not to constitute a “payment” within the meaning of Section 280G(b) of the Code will be taken into account; (ii) no portion of the Total Payments will be taken into account which, in the opinion of tax counsel (“Tax Counsel”) selected by the accounting firm which was, immediately prior to the change in control, the Company’s independent auditor (the “Auditor”), does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code (including, but not limited to, by reason of Section 280G(b)(4)(A) of the Code) and, in calculating the Excise Tax, no portion of such Total Payments will be taken into account which, in the opinion of Tax Counsel, constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the “base amount” (as set forth in Section 280G(b)(3) of the Code) that is allocable to such reasonable compensation; and (iii) the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments will be determined by the Auditor in accordance with the principles of Sections 280G(d)(3) and (4) of the Code.  All determinations required by this Section 18 will be at the expense of the Company.

19.         Notices.  Any notice hereunder by the Participant shall be given to the Company in writing and such notice shall be deemed duly given only upon receipt thereof by the Chairman of the Board of Directors of the Company.  Any notice hereunder by the Company shall be given to the Participant in writing at the most recent address as Participant may have on file with the Company.

[Signature Page Follows]

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IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed by its duly authorized officer, and the Participant has hereunto signed this Agreement on his own behalf, thereby representing that he has carefully read and understands this Agreement and the Plan as of the day and year first written above.

GENCO SHIPPING & TRADING LIMITED
By:	/s/ Apostolos Zafolias
Name:	Apostolos Zafolias
Title:	Chief Financial Officer
/s/ Joseph Adamo
JOSEPH ADAMO

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EX-10.5

Exhibit 10.5

THIS OPTION WILL BE VOID IF NOT EXERCISED PRIOR TO
5:00 P.M., NEW YORK CITY TIME, ON MARCH 4, 2025

OPTION TO PURCHASE

43,919 SHARES OF COMMON STOCK OF

GENCO SHIPPING & TRADING LIMITED

PURSUANT TO THE GENCO SHIPPING & TRADING LIMITED 2015 EQUITY INCENTIVE PLAN

GRANT DATE:  March 4, 2019

This certifies that, for value received, Arthur L. Regan (the “Holder”), is entitled to purchase from Genco Shipping & Trading Limited, a Marshall Islands corporation (the “Company”), subject to the terms and conditions hereof and the Plan, at any time before 5:00 p.m., New York time, on March 4, 2025, the number of fully paid and non-assessable shares of Common Stock set forth above at the Exercise Price (as defined herein).  The Exercise Price and the number and kind of shares purchasable hereunder are subject to adjustment from time to time as provided in Section 3.1 of this Option Agreement.  The initial Exercise Price shall be $8.39.  In the event of any conflict between the terms hereof and the Plan, the terms of this Agreement shall control.

ARTICLE I

DEFINITIONS

Section 1.1      Definition of Terms.  As used in this Agreement, the following capitalized terms shall have the following respective meanings:

(a)        “Business Day” means any day on which commercial banks are not authorized or permitted to close in the City of New York, Borough of Manhattan.

(b)        “Company” has the meaning set forth in the preamble.

(c)        “Date of Grant” means March 4, 2019.

(d)        “Exercise Date” means any date, on or prior to the expiration of the Exercise Period, on which the Holder exercises the right to purchase the Option Exercise Shares, in whole or in part, pursuant to and in accordance with the terms and conditions described herein.

(e)        “Exercise Period” has the meaning set forth in Section 2.2(c) hereof.

(f)        “Exercise Price” has the meaning set forth in Section 2.1(a) hereof.

(g)        “Governmental Authority” means any (i) government, (ii) governmental or quasi- governmental authority of any nature (including any governmental agency, branch,

department, official or entity and any court or other tribunal) or (iii) body exercising, or entitled to exercise, any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power of any nature, in each case, whether federal, state, local, municipal, foreign, supranational or of any other jurisdiction.

(h)        “Holder” has the meaning set forth in the preamble.

(i)         “Immediate Family Members” has the meaning set forth in Section 4.1 hereof.

(j)         “Law” means all laws, statutes, rules, regulations, codes, injunctions, decrees, orders, ordinances, registration requirements, disclosure requirements and other pronouncements having the effect of law of the United States, the Republic of the Marshall Islands, any foreign country or any domestic or foreign state, county, city or other political subdivision or of any Governmental Authority.

(k)        “Option Exercise Shares” means the shares of Common Stock issued upon the applicable exercise of the Option or a portion of the Option.

(l)         “Person” means any individual, firm, corporation, partnership, limited partnership, limited liability company, association, indenture trustee, organization, joint stock company, joint venture, estate, trust, governmental unit or any political subdivision thereof, or any other entity.

(m)       “Plan” means the Company’s 2015 Equity Incentive Plan, as amended from time to time.

(n)        “Pro Rata Portion of the Option” has the meaning set forth in Section 2.3(c)(i).

(o)        “Service” means a continuous time period during which the Holder is at least one of the following:  an employee or a director of, or a consultant to, the Company.

Section 1.2      Rules of Construction.

(a)        The singular form of any word used herein, including the terms defined in Section 1.1 hereof, shall include the plural, and vice versa.  The use herein of a word of any gender shall include correlative words of all genders.

(b)        Unless otherwise specified, references to Articles, Sections and other subdivisions of this Agreement are to the designated Articles, Sections and other subdivision of this Agreement as originally executed.  The words “hereof,” “herein,” “hereunder” and words of similar import refer to this Agreement as a whole.

(c)        References to “$” are to dollars in lawful currency of the United States of America.

ARTICLE II

TERMS AND EXERCISE OF OPTION

Section 2.1      Exercise Price.  The Company hereby grants to the Holder a non-qualified stock option (the “Option”) for the purchase of the number of shares of Common Stock, at the price of $8.39 per share (as the same may be hereafter adjusted in accordance herewith, the “Exercise Price”), specified on the first page of this Option Agreement.

Section 2.2      Exercise Period.  Subject to the further provisions of this Agreement, the Option shall be exercisable as follows:

(a)        Subject to Section 2.2(b), the Option shall become exercisable with respect to a number of whole shares equal to one-third (1/3) of the shares subject to the Option on each of the first three (3) anniversaries of March 4, 2019 (rounding down to the nearest whole share on each of the first two (2) anniversaries and rounding up on the third (3rd) anniversary).  Each such anniversary is referred to as a “Vesting Date.”

(b)        In the event of a Change in Control, the Option shall become exercisable in full on the date six months after effective date of the Change in Control (to the extent not previously vested or exercisable in accordance with Section 2.2(a) or Section 2.3(b) or (c)), subject to the Holder’s continued Service on the vesting date; provided, however that if this award is not assumed, continued, or substituted for an equivalent award by the acquirer in such Change in Control, then the Option will fully vest upon the consummation of the Change in Control.

(c)        The Option may be exercised by the Holder thereof, in whole or in part (but not as to a fractional share of Common Stock), at any time and from time to time after the Option becomes exercisable in accordance with Sections 2.2(a),  2.2(b), or 2.3 hereof, and prior to 5:00 P.M., New York time on the sixth (6th) anniversary hereof, unless terminated earlier pursuant to this Agreement or the Plan (the “Exercise Period”).  To the extent that the Option or a portion thereof is not exercised prior to the expiration of the Exercise Period, it shall be automatically cancelled with no action by any Person, and with no further rights thereunder, upon such expiration.

Section 2.3      Termination of Service.

(a)        If the Holder’s Service is terminated for cause, as defined in the Plan, the Option, to the extent not theretofore exercised, shall terminate upon the Holder’s termination of Service.

(b)        If the Holder’s Service is terminated by the Company without cause, as defined in the Plan, then the Option shall fully vest and become immediately exercisable as of the date of such termination of Service and shall remain exercisable until the expiration of the Exercise Period.

(c)        If the Holder’s Service is terminated due to the Holder’s death or disability (as defined below), then the Pro Rata Portion of the Option (as defined below) shall become

exercisable as of such date in addition to the portion of the Option which is already exercisable as of such date.  The Option, to the extent exercisable as of the date of termination (including, but not limited to, the Pro Rata Portion of the Option), shall remain exercisable until the one year anniversary of such termination (but in no event beyond the expiration of the Exercise Period), and the Option, to the extent not exercisable as of the date of termination, shall expire as of the date of termination.  For the purposes of this Section 2.3(c):

(i)         The “Pro Rata Portion of the Option” shall mean that number of shares with respect to which the Option would become exercisable on the next Vesting Date multiplied by a fraction, the denominator of which is twelve (12) and the numerator of which is the number of completed months (measured from the day of the month of the Vesting Date to the same day of the following month) between the immediately preceding Vesting Date (or the Date of Grant, if there is no preceding Vesting Date) and the date of termination of Service.

(ii)       “Disability” shall mean any physical or mental condition that would qualify the Holder for a disability benefit under the long-term disability plan maintained by the Company or, if there is no such plan, a physical or mental condition that prevents the Holder from performing the essential functions of the Holder’s position (with or without reasonable accommodation) for a period of six (6) consecutive months.  The existence of a disability shall be determined by the Company.

(d)        If the Holder’s Service is terminated other than as set forth above, the Holder may exercise the Option (i) only to the extent that the Holder was entitled to exercise the Option on the termination of Service date; and (ii) exercise must occur within three (3) months after termination of Service but in no event after the original expiration date of the Option.

Section 2.4      Method of Exercise.

(a)        Subject to the terms of this Agreement and the Plan, the vested portion of this Option may be exercised in accordance with the terms of Section 2.3 of the Plan, in whole or in part, and the Exercise Price may be paid by one or more of the following methods: (i) certified or official bank check (or equivalent thereof acceptable to the Company or its exchange agent), (ii) delivery of shares of Common Stock having a Fair Market Value (determined as of the Exercise Date) equal to all or part of the Exercise Price, or (iii) at the sole discretion of the Administrator and to the extent permitted by law and consistent with the terms of the Plan, such other consideration as the Administrator may from time to time prescribe.  The issuance of any shares shall be subject to Section 3.5 of the Plan with respect to withholding of taxes and the Company may appropriately reduce the number of Option Exercise Shares in order to satisfy any withholding obligation.

(b)        Any exercise of the Option pursuant to the terms of this Agreement shall be irrevocable and shall constitute a binding agreement between the Holder and the Company, enforceable in accordance with its terms.

Section 2.5      Issuance of Common Stock.

(a)        Upon exercise of the Option pursuant to Section 2.4, the Company shall promptly at its expense, and in no event later than five (5) Business Days thereafter, cause to be

issued to the Holder of the Option a certificate or certificates of the total number of whole shares of Common Stock for which the Option is being exercised, subject to Section 2.4(a) (as the same may be hereafter adjusted pursuant to Section 3.1) in such denominations as are requested by the Holder, or shall establish an account evidencing ownership of such shares of Common Stock in uncertificated form.

(b)        Notwithstanding the five (5) Business Day period described in Section 2.5(a), the Option Exercise Shares shall be deemed to have been issued to the Holder at the time at which all of the conditions to such exercise have been fulfilled, and the Holder shall be deemed for all purposes to have become the holder of such Option Exercise Shares at such time.

Section 2.6      Reservation of Shares.  The Company shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock solely for the purpose of issuance upon the exercise of the Option, a number of shares of Common Stock equal to the aggregate Option Exercise Shares issuable upon the exercise of the Option.  The Company shall use commercially reasonable efforts to take all such actions as may be necessary to assure that all such shares of Common Stock may be so issued without violating the Company’s governing documents or any requirements of any national securities exchange upon which shares of Common Stock may be listed.  The Company shall not take any action which would cause the number of authorized but unissued shares of Common Stock to be less than the number of such shares required to be reserved hereunder for issuance upon exercise of the Option.

Section 2.7      Fractional Shares.  Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not be required to issue any fraction of a share of its capital stock in connection with the exercise of the Option, and in any case where the Holder would, except for the provisions of this Section 2.7, be entitled under the terms of the Option to receive a fraction of a share upon the exercise of the Option, the Company shall, upon the exercise of the Option, issue or cause to be issued only the largest whole number of Option Exercise Shares issuable upon such exercise (and such fraction of a share will be disregarded, and the Holder shall not have any rights to be entitled to any payment with respect to such fraction of a share).

Section 2.8      Public Offering.  Notwithstanding any other provision hereof, if an exercise of any portion of the Option is to be made in connection with a registered public offering or the sale of the Company, the exercise of any portion of such Option may, at the election of the holder thereof, be conditioned upon the consummation of such registered public offering or sale of the Company, in which case such exercise shall be deemed to be effective concurrently with the consummation of such transaction.

Section 2.9      Close of Books; Par Value.  The Company shall not close its books against the transfer of any Option or any Option Exercise Shares in any manner which interferes with the timely exercise of such Option.  The Company shall use commercially reasonable efforts to, from time to time, take all such action as may be necessary to assure that the par value per share of the unissued shares of Common Stock acquirable upon exercise of each Option is at all times equal to or less than the Exercise Price then in effect.

Section 2.10    Payment of Taxes.  The Company shall not be required to pay any tax or other charge imposed in respect of any transfer involved in the issue and delivery of any shares of Common Stock (including certificates therefor) or payment of cash or other property to any recipient other than the Holder of the Option surrendered upon the exercise of an Option, and in case of such transfer or payment, the Company shall not be required to issue or deliver any shares or pay any cash until (a) such tax or charge has been paid or an amount sufficient for the payment thereof has been delivered to the Company or (b) it has been established to the Company’s satisfaction that any such tax or other charge that is or may become due has been paid.

ARTICLE III

OTHER PROVISIONS RELATING TO RIGHTS OF HOLDERS OF OPTIONS

Section 3.1      Adjustment.  The Option will be subject to the provisions of Section 3.6 of the Plan.  In addition, in the event of any extraordinary cash dividend, the terms of the Option and/or the number of Options shall be adjusted by the Administrator, as appropriate (in accordance with the adjustment principles underlying Section 3.6), in order to reduce the Exercise Price, to the extent permissible without violating Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), by an amount equal to the value per share of such dividend and, in the event such a reduction is impermissible, to increase the number of shares for which the Option is exercisable (without violating Section 409A of the Code) so as to preserve the intrinsic value of the Option as of immediately preceding such dividend.

Section 3.2      Transfer of the Option.  The Option shall only be assignable or transferable by will or by the laws of descent and distribution, subject to any transfer restrictions set forth in the Company’s Articles of Incorporation; provided, that the Holder may transfer all or a portion of the Option to (A) the Holder’s spouse, children or grandchildren (“Immediate Family Members”), (B) a trust or trusts for the exclusive benefit of such Immediate Family Members, or (C) other parties approved by the Company; provided, however, that no such transfer may be for consideration.

Section 3.3      No Rights or Liability as Stockholder.  Nothing contained in this Agreement shall be construed as conferring upon the Holder or his, her or its transferees the right to vote or to receive dividends or to consent or to receive notice as a stockholder in respect of any meeting of stockholders for the election of directors of the Company or of any other matter, or any rights whatsoever as stockholders of the Company.  The consent of any Holder shall not be required with respect to any action or proceeding of the Company and no Holder shall have any right not expressly conferred hereunder.  No holder, by reason of the ownership or possession of this Option shall have any right to receive any cash dividends, stock dividends, allotments or rights or other distributions paid, allotted or distributed or distributable to the holders of Common Stock prior to, or for which the relevant record date preceded, the date of the exercise of this Option.  No provision hereof and no mere enumeration herein of the rights or privileges of the Holder shall give rise to any liability of such holder for the Exercise Price hereunder or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.

Section 3.4      No Restrictive Legends.  No legend shall be stamped or imprinted on any stock certificate for Common Stock issued upon the exercise of any Option and or stock certificate issued upon the direct or indirect transfer of any such Common Stock.

Section 3.5      Cancellation of the Option.  If the Company shall purchase or otherwise acquire the Option, this Agreement shall thereupon be cancelled and retired.  The Company shall cancel all Options surrendered, and accepted, for exchange, substitution, transfer or exercise in whole or in part.

Section 3.6      Equitable Best Net.

(a)        Notwithstanding any other provisions in this Agreement, in the event that any payment or benefit received or to be received by the Holder (including, but not limited to, any payment or benefit received in connection with a change in control of the Company or the termination of the Holder’s employment, whether pursuant to the terms of this Agreement or any other plan, program, arrangement or agreement) (all such payments and benefits, together, the “Total Payments”) would be subject (in whole or part), to any excise tax imposed under Section 4999 of the Code, or any successor provision thereto (the “Excise Tax”), then, after taking into account any reduction in the Total Payments provided by reason of Section 280G of the Code in such other plan, program, arrangement or agreement, the Company will reduce the Total Payments to the extent necessary so that no portion of the Total Payments is subject to the Excise Tax (but in no event to less than zero); provided, however, that the Total Payments will only be reduced if (i) the net amount of such Total Payments, as so reduced (and after subtracting the net amount of federal, state, municipal and local income taxes on such reduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such reduced Total Payments), is greater than or equal to (ii) the net amount of such Total Payments without such reduction (but after subtracting the net amount of federal, state, municipal and local income taxes on such Total Payments and the amount of Excise Tax to which the Holder would be subject in respect of such unreduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such unreduced Total Payments).

(b)        In the case of a reduction in the Total Payments, the Total Payments will be reduced in the following order:  (i) payments that are payable in cash that are valued at full value under Treasury Regulation Section 1.280G-1, Q&A 24(a) will be reduced (if necessary, to zero), with amounts that are payable last reduced first; (ii) payments and benefits due in respect of any equity valued at full value under Treasury Regulation Section 1.280G-1, Q&A 24(a), with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24) will next be reduced; (iii) payments that are payable in cash that are valued at less than full value under Treasury Regulation Section 1.280G-1, Q&A 24, with amounts that are payable last reduced first, will next be reduced; (iv) payments and benefits due in respect of any equity valued at less than full value under Treasury Regulation Section 1.280G-1, Q&A 24, with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24) will next be reduced; and (v) all other non-cash benefits not otherwise described in clauses (ii) or (iv) will be next reduced pro-rata.  Any reductions made pursuant to each of clauses (i)-(v) above will be made in the following manner: first, a pro-rata reduction of cash payments and payments and benefits due in respect of any equity not

subject to Section 409A, and second, a pro-rata reduction of cash payments and payments and benefits due in respect of any equity subject to Section 409A as deferred compensation.

(c)        For purposes of determining whether and the extent to which the Total Payments will be subject to the Excise Tax:  (i) no portion of the Total Payments the receipt or enjoyment of which the Holder shall have waived at such time and in such manner as not to constitute a “payment” within the meaning of Section 280G(b) of the Code will be taken into account; (ii) no portion of the Total Payments will be taken into account which, in the opinion of tax counsel (“Tax Counsel”) selected by the accounting firm which was, immediately prior to the change in control, the Company’s independent auditor (the “Auditor”), does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code (including, but not limited to, by reason of Section 280G(b)(4)(A) of the Code) and, in calculating the Excise Tax, no portion of such Total Payments will be taken into account which, in the opinion of Tax Counsel, constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the “base amount” (as set forth in Section 280G(b)(3) of the Code) that is allocable to such reasonable compensation; and (iii) the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments will be determined by the Auditor in accordance with the principles of Sections 280G(d)(3) and (4) of the Code.  All determinations required by this Section 3.6 will be at the expense of the Company.

ARTICLE IV

MISCELLANEOUS PROVISIONS

Section 4.1      Binding Effects; Benefits.  This Agreement shall inure to the benefit of and shall be binding upon the Company and the Holder and their respective heirs, legal representatives, successors and assigns.  Nothing in this Agreement, expressed or implied, is intended to or shall confer on any person other than the Company and the Holder, or their respective heirs, legal representatives, successors or assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement.

Section 4.2      Notices.  Unless a provision herein permits notice by way of a press release, any notice or other communication required or which may be given hereunder shall be in writing and shall be sent by certified or regular mail (return receipt requested, postage prepaid), by private national courier service, by personal delivery or by facsimile transmission.  Such notice or communication shall be deemed given (i) if mailed, two (2) days after the date of mailing, (ii) if sent by national courier service, one Business Day after being sent, or (iii) if delivered personally, when so delivered, in each case as follows:

if to the Company, to:

Genco Shipping & Trading Limited

299 Park Avenue

New York, New York 10171

Attention:  Chairman of the Board

with copies (which shall not constitute notice) to:

Kramer Levin Naftalis & Frankel LLP

1177 Avenue of the Americas

New York, New York 10036

Attention:  Thomas E. Molner

if to Holder, at its address as appears on the books of the Company maintained for such purpose or as specified in a notice given in accordance with this Section 4.2.

Section 4.3      Persons Having Rights under this Agreement.  Nothing in this Agreement expressed and nothing that may be implied from any of the provisions hereof is intended, or shall be construed, to confer upon, or give to, any person or corporation other than the parties hereto and the Holder, any right, remedy, or claim under or by reason of this Agreement or of any covenant, condition, stipulation, promise, or agreement hereof.  All covenants, conditions, stipulations, promises, and agreements contained in this Agreement shall be for the sole and exclusive benefit of the parties hereto, their successors and assigns and the Holder.

Section 4.4      Counterparts.  This Agreement may be executed in any number of original or facsimile or electronic PDF counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

Section 4.5      Effect of Headings.  The section headings herein are for convenience only and are not part of this Agreement and shall not affect the interpretation hereof.

Section 4.6      Amendments.  This Agreement may be amended or modified as provided for under Section 3.1(b) of the Plan.

Section 4.7      No Inconsistent Agreements; No Impairment.  The Company shall not, on or after the date hereof, enter into any agreement with respect to its securities which conflicts with the rights granted to the Holder in the Option or the provisions hereof.  The Company represents and warrants to the Holder that the rights granted hereunder do not in any way conflict with the rights granted to holders of the Company’s securities under any other agreements.  The Company shall not, by amendment of its Articles of Incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at all times in good faith assist in the carrying out of all the provisions of the Option and in the taking of all such action as may be necessary in order to preserve the exercise rights of the Holder against impairment.

Section 4.8      Integration/Entire Agreement.  This Agreement is intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the Company and the Holder in respect of the subject matter contained herein.  There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein, with respect to the Option.  This Agreement and the Option supersede all prior agreements and understandings between the parties with respect to such subject matter.

Section 4.9      Governing Law, Etc.  This Agreement and each Option issued hereunder shall be deemed to be a contract made under the Laws of the State of New York and for all purposes shall be governed by and construed in accordance with the Laws of such State.  Each party hereto consents and submits to the jurisdiction of the courts of the State of New York and of the federal courts of the Southern District of New York in connection with any action or proceeding brought against it that arises out of or in connection with, that is based upon, or that relates to this Agreement or the transactions contemplated hereby.  In connection with any such action or proceeding in any such court, each party hereto hereby waives personal service of any summons, complaint or other process and hereby agrees that service thereof may be made in accordance with the procedures for giving notice set forth in Section 4.2 hereof.  Each party hereto hereby waives any objection to jurisdiction or venue in any such court in any such action or proceeding and agrees not to assert any defense based on forum non conveniens or lack of jurisdiction or venue in any such court in any such action or proceeding.

Section 4.10    Termination.  This Agreement will terminate on the earlier of (i) such date when the Option has been exercised with respect to all shares subject thereto, or (ii) the expiration of the Exercise Period.  The provisions of this Article IV shall survive such termination.

Section 4.11    Waiver of Trial by Jury.  Each party hereto hereby irrevocably and unconditionally waives the right to a trial by jury in any action, suit, counterclaim or other proceeding (whether based on contract, tort or otherwise) arising out of, connected with or relating to this Agreement and the transactions contemplated hereby.

Section 4.12    Remedies.  The Company hereby agrees that, in the event that the Company violates any provisions of the Option (including the obligation to deliver shares of Common Stock upon the exercise thereof), the remedies at law available to the Holder may be inadequate.  In such event, the Holder shall have the right, in addition to all other rights and remedies any of them may have, to specific performance and/or injunctive or other equitable relief to enforce the provisions of this Agreement.

Section 4.13    Severability.  In the event that any one or more of the provisions contained in this Agreement, or the application thereof in any circumstances, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provisions in every other respect and of the remaining provisions contained herein and therein shall not be affected or impaired thereby.

[Signature Page Follows]

IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed by its duly authorized officer, and the Holder has hereunto signed this Agreement on his own behalf, thereby representing that he has carefully read and understands this Agreement and the Plan as of the day and year first written above.

GENCO SHIPPING & TRADING LIMITED
By:	/s/ Apostolos Zafolias
	Name:  Apostolos Zafolias
	Title:  Chief Financial Officer
/s/ Arthur L. Regan
ARTHUR L. REGAN

EX-10.6

Exhibit 10.6

THIS OPTION WILL BE VOID IF NOT EXERCISED PRIOR TO

5:00 P.M., NEW YORK CITY TIME, ON MARCH 4, 2025

OPTION TO PURCHASE

135,135 SHARES OF COMMON STOCK OF

GENCO SHIPPING & TRADING LIMITED

PURSUANT TO THE GENCO SHIPPING & TRADING LIMITED 2015 EQUITY INCENTIVE PLAN

GRANT DATE:  March 4, 2019

This certifies that, for value received, John C. Wobensmith (the “Holder”), is entitled to purchase from Genco Shipping & Trading Limited, a Marshall Islands corporation (the “Company”), subject to the terms and conditions hereof and the Plan, at any time before 5:00 p.m., New York time, on March 4, 2025, the number of fully paid and non-assessable shares of Common Stock set forth above at the Exercise Price (as defined herein).  The Exercise Price and the number and kind of shares purchasable hereunder are subject to adjustment from time to time as provided in Section 3.1 of this Option Agreement.  The initial Exercise Price shall be $8.39.  In the event of any conflict between the terms hereof and the Plan, the terms of this Agreement shall control.

ARTICLE I

DEFINITIONS

Section 1.1      Definition of Terms.  As used in this Agreement, the following capitalized terms shall have the following respective meanings:

(a)       “Business Day” means any day on which commercial banks are not authorized or permitted to close in the City of New York, Borough of Manhattan.

(b)       “Company” has the meaning set forth in the preamble.

(c)       “Date of Grant” means March 4, 2019.

(d)       “Exercise Date” means any date, on or prior to the expiration of the Exercise Period, on which the Holder exercises the right to purchase the Option Exercise Shares, in whole or in part, pursuant to and in accordance with the terms and conditions described herein.

(e)       “Exercise Period” has the meaning set forth in Section 2.2(c) hereof.

(f)       “Exercise Price” has the meaning set forth in Section 2.1(a) hereof.

(g)       “Governmental Authority” means any (i) government, (ii) governmental or quasi- governmental authority of any nature (including any governmental agency, branch,

department, official or entity and any court or other tribunal) or (iii) body exercising, or entitled to exercise, any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power of any nature, in each case, whether federal, state, local, municipal, foreign, supranational or of any other jurisdiction.

(h)       “Holder” has the meaning set forth in the preamble.

(i)        “Immediate Family Members” has the meaning set forth in Section 4.1 hereof.

(j)        “Law” means all laws, statutes, rules, regulations, codes, injunctions, decrees, orders, ordinances, registration requirements, disclosure requirements and other pronouncements having the effect of law of the United States, the Republic of the Marshall Islands, any foreign country or any domestic or foreign state, county, city or other political subdivision or of any Governmental Authority.

(k)       “Option Exercise Shares” means the shares of Common Stock issued upon the applicable exercise of the Option or a portion of the Option.

(l)        “Person” means any individual, firm, corporation, partnership, limited partnership, limited liability company, association, indenture trustee, organization, joint stock company, joint venture, estate, trust, governmental unit or any political subdivision thereof, or any other entity.

(m)      “Plan” means the Company’s 2015 Equity Incentive Plan, as amended from time to time.

(n)       “Pro Rata Portion of the Option” has the meaning set forth in Section 2.3(c)(i).

(o)       “Service” means a continuous time period during which the Holder is at least one of the following:  an employee or a director of, or a consultant to, the Company.

Section 1.2      Rules of Construction.

(a)       The singular form of any word used herein, including the terms defined in Section 1.1 hereof, shall include the plural, and vice versa.  The use herein of a word of any gender shall include correlative words of all genders.

(b)       Unless otherwise specified, references to Articles, Sections and other subdivisions of this Agreement are to the designated Articles, Sections and other subdivision of this Agreement as originally executed.  The words “hereof,” “herein,” “hereunder” and words of similar import refer to this Agreement as a whole.

(c)       References to “$” are to dollars in lawful currency of the United States of America.

ARTICLE II

TERMS AND EXERCISE OF OPTION

Section 2.1     Exercise Price.  The Company hereby grants to the Holder a non-qualified stock option (the “Option”) for the purchase of the number of shares of Common Stock, at the price of $8.39 per share (as the same may be hereafter adjusted in accordance herewith, the “Exercise Price”), specified on the first page of this Option Agreement.

Section 2.2     Exercise Period.  Subject to the further provisions of this Agreement, the Option shall be exercisable as follows:

(a)       Subject to Section 2.2(b), the Option shall become exercisable with respect to a number of whole shares equal to one-third (1/3) of the shares subject to the Option on each of the first three (3) anniversaries of March 4, 2019 (rounding down to the nearest whole share on each of the first two (2) anniversaries and rounding up on the third (3rd) anniversary).  Each such anniversary is referred to as a “Vesting Date.”

(b)       In the event of a Change in Control, the Option shall become exercisable in full on the date six months after effective date of the Change in Control (to the extent not previously vested or exercisable in accordance with Section 2.2(a) or Section 2.3(b) or (c)), subject to the Holder’s continued Service on the vesting date; provided, however that if this award is not assumed, continued, or substituted for an equivalent award by the acquirer in such Change in Control, then the Option will fully vest upon the consummation of the Change in Control.  For the purposes of this Agreement, Change in Control will have the meaning set forth in the Holder’s Employment Agreement with the Company dated as of September 21, 2007, as amended from time to time (the “Employment Agreement”), provided, however that subclauses (iv) and (v) of such definition shall not apply for purposes of this Agreement.

(c)       The Option may be exercised by the Holder thereof, in whole or in part (but not as to a fractional share of Common Stock), at any time and from time to time after the Option becomes exercisable in accordance with Sections 2.2(a),  2.2(b), or 2.3 hereof, and prior to 5:00 P.M., New York time on the sixth (6th) anniversary hereof, unless terminated earlier pursuant to this Agreement or the Plan (the “Exercise Period”).  To the extent that the Option or a portion thereof is not exercised prior to the expiration of the Exercise Period, it shall be automatically cancelled with no action by any Person, and with no further rights thereunder, upon such expiration.

Section 2.3      Termination of Service.

(a)       If the Holder’s Service is terminated for cause, as defined in the Plan, or if the Holder resigns without Good Reason (as defined in the Employment Agreement), the Option, to the extent not theretofore exercised, shall terminate upon the Holder’s termination of Service.

(b)       If the Holder’s Service is terminated by the Company without cause, as defined in the Plan, or by the Holder for Good Reason, then the Option shall fully vest and become immediately exercisable as of the date of such termination of Service and shall remain exercisable until the expiration of the Exercise Period.

(c)       If the Holder’s Service is terminated due to the Holder’s death or disability (as defined below), then the Pro Rata Portion of the Option (as defined below) shall become exercisable as of such date in addition to the portion of the Option which is already exercisable as of such date.  The Option, to the extent exercisable as of the date of termination (including, but not limited to, the Pro Rata Portion of the Option), shall remain exercisable until the one year anniversary of such termination (but in no event beyond the expiration of the Exercise Period), and the Option, to the extent not exercisable as of the date of termination, shall expire as of the date of termination.  For the purposes of this Section 2.3(c):

(i)       The “Pro Rata Portion of the Option” shall mean that number of shares with respect to which the Option would become exercisable on the next Vesting Date multiplied by a fraction, the denominator of which is twelve (12) and the numerator of which is the number of completed months (measured from the day of the month of the Vesting Date to the same day of the following month) between the immediately preceding Vesting Date (or the Date of Grant, if there is no preceding Vesting Date) and the date of termination of Service.

(ii)      “Disability” shall mean any physical or mental condition that would qualify the Holder for a disability benefit under the long-term disability plan maintained by the Company or, if there is no such plan, a physical or mental condition that prevents the Holder from performing the essential functions of the Holder’s position (with or without reasonable accommodation) for a period of six (6) consecutive months.  The existence of a disability shall be determined by the Company.

(d)       If the Holder’s Service is terminated other than as set forth above, the Holder may exercise the Option (i) only to the extent that the Holder was entitled to exercise the Option on the termination of Service date; and (ii) exercise must occur within three (3) months after termination of Service but in no event after the original expiration date of the Option.

Section 2.4      Method of Exercise.

(a)       Subject to the terms of this Agreement and the Plan, the vested portion of this Option may be exercised in accordance with the terms of Section 2.3 of the Plan, in whole or in part, and the Exercise Price may be paid by one or more of the following methods: (i) certified or official bank check (or equivalent thereof acceptable to the Company or its exchange agent), (ii) delivery of shares of Common Stock having a Fair Market Value (determined as of the Exercise Date) equal to all or part of the Exercise Price, or (iii) at the sole discretion of the Administrator and to the extent permitted by law and consistent with the terms of the Plan, such other consideration as the Administrator may from time to time prescribe.  The issuance of any shares shall be subject to Section 3.5 of the Plan with respect to withholding of taxes and the Company may appropriately reduce the number of Option Exercise Shares in order to satisfy any withholding obligation.

(b)       Any exercise of the Option pursuant to the terms of this Agreement shall be irrevocable and shall constitute a binding agreement between the Holder and the Company, enforceable in accordance with its terms.

Section 2.5      Issuance of Common Stock.

(a)       Upon exercise of the Option pursuant to Section 2.4, the Company shall promptly at its expense, and in no event later than five (5) Business Days thereafter, cause to be issued to the Holder of the Option a certificate or certificates of the total number of whole shares of Common Stock for which the Option is being exercised, subject to Section 2.4(a) (as the same may be hereafter adjusted pursuant to Section 3.1) in such denominations as are requested by the Holder, or shall establish an account evidencing ownership of such shares of Common Stock in uncertificated form.

(b)       Notwithstanding the five (5) Business Day period described in Section 2.5(a), the Option Exercise Shares shall be deemed to have been issued to the Holder at the time at which all of the conditions to such exercise have been fulfilled, and the Holder shall be deemed for all purposes to have become the holder of such Option Exercise Shares at such time.

Section 2.6      Reservation of Shares.  The Company shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock solely for the purpose of issuance upon the exercise of the Option, a number of shares of Common Stock equal to the aggregate Option Exercise Shares issuable upon the exercise of the Option.  The Company shall use commercially reasonable efforts to take all such actions as may be necessary to assure that all such shares of Common Stock may be so issued without violating the Company’s governing documents or any requirements of any national securities exchange upon which shares of Common Stock may be listed.  The Company shall not take any action which would cause the number of authorized but unissued shares of Common Stock to be less than the number of such shares required to be reserved hereunder for issuance upon exercise of the Option.

Section 2.7      Fractional Shares.  Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not be required to issue any fraction of a share of its capital stock in connection with the exercise of the Option, and in any case where the Holder would, except for the provisions of this Section 2.7, be entitled under the terms of the Option to receive a fraction of a share upon the exercise of the Option, the Company shall, upon the exercise of the Option, issue or cause to be issued only the largest whole number of Option Exercise Shares issuable upon such exercise (and such fraction of a share will be disregarded, and the Holder shall not have any rights to be entitled to any payment with respect to such fraction of a share).

Section 2.8      Public Offering.  Notwithstanding any other provision hereof, if an exercise of any portion of the Option is to be made in connection with a registered public offering or the sale of the Company, the exercise of any portion of such Option may, at the election of the holder thereof, be conditioned upon the consummation of such registered public offering or sale of the Company, in which case such exercise shall be deemed to be effective concurrently with the consummation of such transaction.

Section 2.9      Close of Books; Par Value.  The Company shall not close its books against the transfer of any Option or any Option Exercise Shares in any manner which interferes with the timely exercise of such Option.  The Company shall use commercially reasonable efforts to,

from time to time, take all such action as may be necessary to assure that the par value per share of the unissued shares of Common Stock acquirable upon exercise of each Option is at all times equal to or less than the Exercise Price then in effect.

Section 2.10    Payment of Taxes.  The Company shall not be required to pay any tax or other charge imposed in respect of any transfer involved in the issue and delivery of any shares of Common Stock (including certificates therefor) or payment of cash or other property to any recipient other than the Holder of the Option surrendered upon the exercise of an Option, and in case of such transfer or payment, the Company shall not be required to issue or deliver any shares or pay any cash until (a) such tax or charge has been paid or an amount sufficient for the payment thereof has been delivered to the Company or (b) it has been established to the Company’s satisfaction that any such tax or other charge that is or may become due has been paid.

ARTICLE III

OTHER PROVISIONS RELATING TO RIGHTS OF HOLDERS OF OPTIONS

Section 3.1      Adjustment.  The Option will be subject to the provisions of Section 3.6 of the Plan.  In addition, in the event of any extraordinary cash dividend, the terms of the Option and/or the number of Options shall be adjusted by the Administrator, as appropriate (in accordance with the adjustment principles underlying Section 3.6), in order to reduce the Exercise Price, to the extent permissible without violating Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), by an amount equal to the value per share of such dividend and, in the event such a reduction is impermissible, to increase the number of shares for which the Option is exercisable (without violating Section 409A of the Code) so as to preserve the intrinsic value of the Option as of immediately preceding such dividend.

Section 3.2      Transfer of the Option.  The Option shall only be assignable or transferable by will or by the laws of descent and distribution, subject to any transfer restrictions set forth in the Company’s Articles of Incorporation; provided, that the Holder may transfer all or a portion of the Option to (A) the Holder’s spouse, children or grandchildren (“Immediate Family Members”), (B) a trust or trusts for the exclusive benefit of such Immediate Family Members, or (C) other parties approved by the Company; provided, however, that no such transfer may be for consideration.

Section 3.3      No Rights or Liability as Stockholder.  Nothing contained in this Agreement shall be construed as conferring upon the Holder or his, her or its transferees the right to vote or to receive dividends or to consent or to receive notice as a stockholder in respect of any meeting of stockholders for the election of directors of the Company or of any other matter, or any rights whatsoever as stockholders of the Company.  The consent of any Holder shall not be required with respect to any action or proceeding of the Company and no Holder shall have any right not expressly conferred hereunder.  No holder, by reason of the ownership or possession of this Option shall have any right to receive any cash dividends, stock dividends, allotments or rights or other distributions paid, allotted or distributed or distributable to the holders of Common Stock prior to, or for which the relevant record date preceded, the date of the exercise of this Option.  No provision hereof and no mere enumeration herein of the rights or

privileges of the Holder shall give rise to any liability of such holder for the Exercise Price hereunder or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.

Section 3.4      No Restrictive Legends.  No legend shall be stamped or imprinted on any stock certificate for Common Stock issued upon the exercise of any Option and or stock certificate issued upon the direct or indirect transfer of any such Common Stock.

Section 3.5      Cancellation of the Option.  If the Company shall purchase or otherwise acquire the Option, this Agreement shall thereupon be cancelled and retired.  The Company shall cancel all Options surrendered, and accepted, for exchange, substitution, transfer or exercise in whole or in part.

ARTICLE IV

MISCELLANEOUS PROVISIONS

Section 4.1      Binding Effects; Benefits.  This Agreement shall inure to the benefit of and shall be binding upon the Company and the Holder and their respective heirs, legal representatives, successors and assigns.  Nothing in this Agreement, expressed or implied, is intended to or shall confer on any person other than the Company and the Holder, or their respective heirs, legal representatives, successors or assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement.

Section 4.2      Notices.  Unless a provision herein permits notice by way of a press release, any notice or other communication required or which may be given hereunder shall be in writing and shall be sent by certified or regular mail (return receipt requested, postage prepaid), by private national courier service, by personal delivery or by facsimile transmission.  Such notice or communication shall be deemed given (i) if mailed, two (2) days after the date of mailing, (ii) if sent by national courier service, one Business Day after being sent, or (iii) if delivered personally, when so delivered, in each case as follows:

if to the Company, to:

Genco Shipping & Trading Limited

299 Park Avenue

New York, New York 10171

Attention:  Chairman of the Board

with copies (which shall not constitute notice) to:

Kramer Levin Naftalis & Frankel LLP

1177 Avenue of the Americas

New York, New York 10036

Attention:  Thomas E. Molner

if to Holder, at its address as appears on the books of the Company maintained for such purpose or as specified in a notice given in accordance with this Section 4.2.

Section 4.3      Persons Having Rights under this Agreement.  Nothing in this Agreement expressed and nothing that may be implied from any of the provisions hereof is intended, or shall be construed, to confer upon, or give to, any person or corporation other than the parties hereto and the Holder, any right, remedy, or claim under or by reason of this Agreement or of any covenant, condition, stipulation, promise, or agreement hereof.  All covenants, conditions, stipulations, promises, and agreements contained in this Agreement shall be for the sole and exclusive benefit of the parties hereto, their successors and assigns and the Holder.

Section 4.4      Counterparts.  This Agreement may be executed in any number of original or facsimile or electronic PDF counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

Section 4.5      Effect of Headings.  The section headings herein are for convenience only and are not part of this Agreement and shall not affect the interpretation hereof.

Section 4.6      Amendments.  This Agreement may be amended or modified as provided for under Section 3.1(b) of the Plan.

Section 4.7      No Inconsistent Agreements; No Impairment.  The Company shall not, on or after the date hereof, enter into any agreement with respect to its securities which conflicts with the rights granted to the Holder in the Option or the provisions hereof.  The Company represents and warrants to the Holder that the rights granted hereunder do not in any way conflict with the rights granted to holders of the Company’s securities under any other agreements.  The Company shall not, by amendment of its Articles of Incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at all times in good faith assist in the carrying out of all the provisions of the Option and in the taking of all such action as may be necessary in order to preserve the exercise rights of the Holder against impairment.

Section 4.8      Integration/Entire Agreement.  This Agreement is intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the Company and the Holder in respect of the subject matter contained herein.  There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein, with respect to the Option.  This Agreement and the Option supersede all prior agreements and understandings between the parties with respect to such subject matter.

Section 4.9      Governing Law, Etc.  This Agreement and each Option issued hereunder shall be deemed to be a contract made under the Laws of the State of New York and for all purposes shall be governed by and construed in accordance with the Laws of such State.  Each party hereto consents and submits to the jurisdiction of the courts of the State of New York and of the federal courts of the Southern District of New York in connection with any action or proceeding brought against it that arises out of or in connection with, that is based upon, or that relates to this Agreement or the transactions contemplated hereby.  In connection with any such action or proceeding in any such court, each party hereto hereby waives personal service of any

summons, complaint or other process and hereby agrees that service thereof may be made in accordance with the procedures for giving notice set forth in Section 4.2 hereof.  Each party hereto hereby waives any objection to jurisdiction or venue in any such court in any such action or proceeding and agrees not to assert any defense based on forum non conveniens or lack of jurisdiction or venue in any such court in any such action or proceeding.

Section 4.10    Termination.  This Agreement will terminate on the earlier of (i) such date when the Option has been exercised with respect to all shares subject thereto, or (ii) the expiration of the Exercise Period.  The provisions of this Article IV shall survive such termination.

Section 4.11    Waiver of Trial by Jury.  Each party hereto hereby irrevocably and unconditionally waives the right to a trial by jury in any action, suit, counterclaim or other proceeding (whether based on contract, tort or otherwise) arising out of, connected with or relating to this Agreement and the transactions contemplated hereby.

Section 4.12    Remedies.  The Company hereby agrees that, in the event that the Company violates any provisions of the Option (including the obligation to deliver shares of Common Stock upon the exercise thereof), the remedies at law available to the Holder may be inadequate.  In such event, the Holder shall have the right, in addition to all other rights and remedies any of them may have, to specific performance and/or injunctive or other equitable relief to enforce the provisions of this Agreement.

Section 4.13    Severability.  In the event that any one or more of the provisions contained in this Agreement, or the application thereof in any circumstances, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provisions in every other respect and of the remaining provisions contained herein and therein shall not be affected or impaired thereby.

[Signature Page Follows]

IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed by its duly authorized officer, and the Participant has hereunto signed this Agreement on his own behalf, thereby representing that he has carefully read and understands this Agreement and the Plan as of the day and year first written above.

GENCO SHIPPING & TRADING LIMITED
By:	/s/ Apostolos Zafolias
	Name:  Apostolos Zafolias
	Title:  Chief Financial Officer
/s/ John C. Wobensmith
JOHN C. WOBENSMITH

EX-10.7

Exhibit 10.7

THIS OPTION WILL BE VOID IF NOT EXERCISED PRIOR TO
5:00 P.M., NEW YORK CITY TIME, ON MARCH 4, 2025

OPTION TO PURCHASE

20,270 SHARES OF COMMON STOCK OF

GENCO SHIPPING & TRADING LIMITED

PURSUANT TO THE GENCO SHIPPING & TRADING LIMITED 2015 EQUITY
INCENTIVE PLAN

GRANT DATE:  March 4, 2019

This certifies that, for value received, Apostolos Zafolias (the “Holder”), is entitled to purchase from Genco Shipping & Trading Limited, a Marshall Islands corporation (the “Company”), subject to the terms and conditions hereof and the Plan, at any time before 5:00 p.m., New York time, on March 4, 2025, the number of fully paid and non-assessable shares of Common Stock set forth above at the Exercise Price (as defined herein).  The Exercise Price and the number and kind of shares purchasable hereunder are subject to adjustment from time to time as provided in Section 3.1 of this Option Agreement.  The initial Exercise Price shall be $8.39.  In the event of any conflict between the terms hereof and the Plan, the terms of this Agreement shall control.

ARTICLE I

DEFINITIONS

Section 1.1       Definition of Terms.  As used in this Agreement, the following capitalized terms shall have the following respective meanings:

(a)        “Business Day” means any day on which commercial banks are not authorized or permitted to close in the City of New York, Borough of Manhattan.

(b)        “Company” has the meaning set forth in the preamble.

(c)        “Date of Grant” means March 4, 2019.

(d)        “Exercise Date” means any date, on or prior to the expiration of the Exercise Period, on which the Holder exercises the right to purchase the Option Exercise Shares, in whole or in part, pursuant to and in accordance with the terms and conditions described herein.

(e)        “Exercise Period” has the meaning set forth in Section 2.2(c) hereof.

(f)        “Exercise Price” has the meaning set forth in Section 2.1(a) hereof.

(g)        “Governmental Authority” means any (i) government, (ii) governmental or quasi- governmental authority of any nature (including any governmental agency, branch,

department, official or entity and any court or other tribunal) or (iii) body exercising, or entitled to exercise, any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power of any nature, in each case, whether federal, state, local, municipal, foreign, supranational or of any other jurisdiction.

(h)        “Holder” has the meaning set forth in the preamble.

(i)         “Immediate Family Members” has the meaning set forth in Section 4.1 hereof.

(j)         “Law” means all laws, statutes, rules, regulations, codes, injunctions, decrees, orders, ordinances, registration requirements, disclosure requirements and other pronouncements having the effect of law of the United States, the Republic of the Marshall Islands, any foreign country or any domestic or foreign state, county, city or other political subdivision or of any Governmental Authority.

(k)        “Option Exercise Shares” means the shares of Common Stock issued upon the applicable exercise of the Option or a portion of the Option.

(l)         “Person” means any individual, firm, corporation, partnership, limited partnership, limited liability company, association, indenture trustee, organization, joint stock company, joint venture, estate, trust, governmental unit or any political subdivision thereof, or any other entity.

(m)       “Plan” means the Company’s 2015 Equity Incentive Plan, as amended from time to time.

(n)        “Pro Rata Portion of the Option” has the meaning set forth in Section 2.3(c)(i).

(o)        “Service” means a continuous time period during which the Holder is at least one of the following:  an employee or a director of, or a consultant to, the Company.

Section 1.2       Rules of Construction.

(a)        The singular form of any word used herein, including the terms defined in Section 1.1 hereof, shall include the plural, and vice versa.  The use herein of a word of any gender shall include correlative words of all genders.

(b)        Unless otherwise specified, references to Articles, Sections and other subdivisions of this Agreement are to the designated Articles, Sections and other subdivision of this Agreement as originally executed.  The words “hereof,” “herein,” “hereunder” and words of similar import refer to this Agreement as a whole.

(c)        References to “$” are to dollars in lawful currency of the United States of America.

ARTICLE II

TERMS AND EXERCISE OF OPTION

Section 2.1       Exercise Price.  The Company hereby grants to the Holder a non-qualified stock option (the “Option”) for the purchase of the number of shares of Common Stock, at the price of $13.69 per share (as the same may be hereafter adjusted in accordance herewith, the “Exercise Price”), specified on the first page of this Option Agreement.

Section 2.2       Exercise Period.  Subject to the further provisions of this Agreement, the Option shall be exercisable as follows:

(a)        Subject to Section 2.2(b), the Option shall become exercisable with respect to a number of whole shares equal to one-third (1/3) of the shares subject to the Option on each of the first three (3) anniversaries of March 4, 2019 (rounding down to the nearest whole share on each of the first two (2) anniversaries and rounding up on the third (3rd) anniversary).  Each such anniversary is referred to as a “Vesting Date.”

(b)        In the event of a Change in Control, the Option shall become exercisable in full if the Participant’s Service with the Company is terminated by the Company without cause, as defined in the Plan, within 12 months after the date of such Change in Control (to the extent not previously vested or exercisable in accordance with Section 2.2(a) or Section 2.3(b) or (c)); provided, however that if this award is not assumed, continued, or substituted for an equivalent award by the acquirer in such Change in Control, then the Option will fully vest upon the consummation of the Change in Control.

(c)        The Option may be exercised by the Holder thereof, in whole or in part (but not as to a fractional share of Common Stock), at any time and from time to time after the Option becomes exercisable in accordance with Sections 2.2(a),  2.2(b), or 2.3 hereof, and prior to 5:00 P.M., New York time on the sixth (6th) anniversary hereof, unless terminated earlier pursuant to this Agreement or the Plan (the “Exercise Period”).  To the extent that the Option or a portion thereof is not exercised prior to the expiration of the Exercise Period, it shall be automatically cancelled with no action by any Person, and with no further rights thereunder, upon such expiration.

Section 2.3       Termination of Service.

(a)        If the Holder’s Service is terminated for cause, as defined in the Plan, the Option, to the extent not theretofore exercised, shall terminate upon the Holder’s termination of Service.

(b)        Except as provided in Section 2.2(b) hereof, if the Holder’s Service is terminated by the Company without cause, as defined in the Plan, then the Option shall become exercisable with respect to that number of shares with respect to which the Option would otherwise become exercisable on the next Vesting Date in addition to the portion of the Option which is already exercisable as of the date of termination.  The Option, to the extent exercisable as of the date of termination (including, but not limited to, the portion of the Option described the preceding sentence), shall remain exercisable until the one year anniversary of such

termination (but in no event beyond the expiration of the Exercise Period), and the Option, to the extent not exercisable as of the date of termination, shall expire as of the date of termination.

(c)        If the Holder’s Service is terminated due to the Holder’s death or disability (as defined below), then the Pro Rata Portion of the Option (as defined below) shall become exercisable as of such date in addition to the portion of the Option which is already exercisable as of such date.  The Option, to the extent exercisable as of the date of termination (including, but not limited to, the Pro Rata Portion of the Option), shall remain exercisable until the one year anniversary of such termination (but in no event beyond the expiration of the Exercise Period), and the Option, to the extent not exercisable as of the date of termination, shall expire as of the date of termination.  For the purposes of this Section 2.3(c):

(i)        The “Pro Rata Portion of the Option” shall mean that number of shares with respect to which the Option would become exercisable on the next Vesting Date multiplied by a fraction, the denominator of which is twelve (12) and the numerator of which is the number of completed months (measured from the day of the month of the Vesting Date to the same day of the following month) between the immediately preceding Vesting Date (or the Date of Grant, if there is no preceding Vesting Date) and the date of termination of Service.

(ii)       “Disability” shall mean any physical or mental condition that would qualify the Holder for a disability benefit under the long-term disability plan maintained by the Company or, if there is no such plan, a physical or mental condition that prevents the Holder from performing the essential functions of the Holder’s position (with or without reasonable accommodation) for a period of six (6) consecutive months.  The existence of a disability shall be determined by the Company.

(d)        If the Holder’s Service is terminated other than as set forth above, the Holder may exercise the Option (i) only to the extent that the Holder was entitled to exercise the Option on the termination of Service date; and (ii) exercise must occur within three (3) months after termination of Service but in no event after the original expiration date of the Option.

Section 2.4       Method of Exercise.

(a)        Subject to the terms of this Agreement and the Plan, the vested portion of this Option may be exercised in accordance with the terms of Section 2.3 of the Plan, in whole or in part, and the Exercise Price may be paid by one or more of the following methods: (i) certified or official bank check (or equivalent thereof acceptable to the Company or its exchange agent), (ii) with the consent of the Administrator, delivery of shares of Common Stock having a Fair Market Value (determined as of the Exercise Date) equal to all or part of the Exercise Price, or (iii) at the sole discretion of the Administrator and to the extent permitted by law and consistent with the terms of the Plan, such other consideration as the Administrator may from time to time prescribe.  The issuance of any shares shall be subject to Section 3.5 of the Plan with respect to withholding of taxes and the Company may appropriately reduce the number of Option Exercise Shares in order to satisfy any withholding obligation.

(b)        Any exercise of the Option pursuant to the terms of this Agreement shall be irrevocable and shall constitute a binding agreement between the Holder and the Company, enforceable in accordance with its terms.

Section 2.5       Issuance of Common Stock.

(a)        Upon exercise of the Option pursuant to Section 2.4, the Company shall promptly at its expense, and in no event later than five (5) Business Days thereafter, cause to be issued to the Holder of the Option a certificate or certificates of the total number of whole shares of Common Stock for which the Option is being exercised, subject to Section 2.4(a) (as the same may be hereafter adjusted pursuant to Section 3.1) in such denominations as are requested by the Holder, or shall establish an account evidencing ownership of such shares of Common Stock in uncertificated form.

(b)        Notwithstanding the five (5) Business Day period described in Section 2.5(a), the Option Exercise Shares shall be deemed to have been issued to the Holder at the time at which all of the conditions to such exercise have been fulfilled, and the Holder shall be deemed for all purposes to have become the holder of such Option Exercise Shares at such time.

Section 2.6       Reservation of Shares.  The Company shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock solely for the purpose of issuance upon the exercise of the Option, a number of shares of Common Stock equal to the aggregate Option Exercise Shares issuable upon the exercise of the Option.  The Company shall use commercially reasonable efforts to take all such actions as may be necessary to assure that all such shares of Common Stock may be so issued without violating the Company’s governing documents or any requirements of any national securities exchange upon which shares of Common Stock may be listed.  The Company shall not take any action which would cause the number of authorized but unissued shares of Common Stock to be less than the number of such shares required to be reserved hereunder for issuance upon exercise of the Option.

Section 2.7       Fractional Shares.  Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not be required to issue any fraction of a share of its capital stock in connection with the exercise of the Option, and in any case where the Holder would, except for the provisions of this Section 2.7, be entitled under the terms of the Option to receive a fraction of a share upon the exercise of the Option, the Company shall, upon the exercise of the Option, issue or cause to be issued only the largest whole number of Option Exercise Shares issuable upon such exercise (and such fraction of a share will be disregarded, and the Holder shall not have any rights to be entitled to any payment with respect to such fraction of a share).

Section 2.8       Public Offering.  Notwithstanding any other provision hereof, if an exercise of any portion of the Option is to be made in connection with a registered public offering or the sale of the Company, the exercise of any portion of such Option may, at the election of the holder thereof, be conditioned upon the consummation of such registered public offering or sale of the Company, in which case such exercise shall be deemed to be effective concurrently with the consummation of such transaction.

Section 2.9       Close of Books; Par Value.  The Company shall not close its books against the transfer of any Option or any Option Exercise Shares in any manner which interferes with the timely exercise of such Option.  The Company shall use commercially reasonable efforts to, from time to time, take all such action as may be necessary to assure that the par value per share of the unissued shares of Common Stock acquirable upon exercise of each Option is at all times equal to or less than the Exercise Price then in effect.

Section 2.10     Payment of Taxes.  The Company shall not be required to pay any tax or other charge imposed in respect of any transfer involved in the issue and delivery of any shares of Common Stock (including certificates therefor) or payment of cash or other property to any recipient other than the Holder of the Option surrendered upon the exercise of an Option, and in case of such transfer or payment, the Company shall not be required to issue or deliver any shares or pay any cash until (a) such tax or charge has been paid or an amount sufficient for the payment thereof has been delivered to the Company or (b) it has been established to the Company’s satisfaction that any such tax or other charge that is or may become due has been paid.

ARTICLE III

OTHER PROVISIONS RELATING TO RIGHTS OF HOLDERS OF OPTIONS

Section 3.1       Adjustment.  The Option will be subject to the provisions of Section 3.6 of the Plan.  In addition, in the event of any extraordinary cash dividend, the terms of the Option and/or the number of Options shall be adjusted by the Administrator, as appropriate (in accordance with the adjustment principles underlying Section 3.6), in order to reduce the Exercise Price, to the extent permissible without violating Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), by an amount equal to the value per share of such dividend and, in the event such a reduction is impermissible, to increase the number of shares for which the Option is exercisable (without violating Section 409A of the Code) so as to preserve the intrinsic value of the Option as of immediately preceding such dividend.

Section 3.2       Transfer of the Option.  The Option shall only be assignable or transferable by will or by the laws of descent and distribution, subject to any transfer restrictions set forth in the Company’s Articles of Incorporation; provided, that the Holder may transfer all or a portion of the Option to (A) the Holder’s spouse, children or grandchildren (“Immediate Family Members”), (B) a trust or trusts for the exclusive benefit of such Immediate Family Members, or (C) other parties approved by the Company; provided, however, that no such transfer may be for consideration.

Section 3.3       No Rights or Liability as Stockholder.  Nothing contained in this Agreement shall be construed as conferring upon the Holder or his, her or its transferees the right to vote or to receive dividends or to consent or to receive notice as a stockholder in respect of any meeting of stockholders for the election of directors of the Company or of any other matter, or any rights whatsoever as stockholders of the Company.  The consent of any Holder shall not be required with respect to any action or proceeding of the Company and no Holder shall have any right not expressly conferred hereunder.  No holder, by reason of the ownership or possession of this Option shall have any right to receive any cash dividends, stock dividends,

allotments or rights or other distributions paid, allotted or distributed or distributable to the holders of Common Stock prior to, or for which the relevant record date preceded, the date of the exercise of this Option.  No provision hereof and no mere enumeration herein of the rights or privileges of the Holder shall give rise to any liability of such holder for the Exercise Price hereunder or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.

Section 3.4       No Restrictive Legends.  No legend shall be stamped or imprinted on any stock certificate for Common Stock issued upon the exercise of any Option and or stock certificate issued upon the direct or indirect transfer of any such Common Stock.

Section 3.5       Cancellation of the Option.  If the Company shall purchase or otherwise acquire the Option, this Agreement shall thereupon be cancelled and retired.  The Company shall cancel all Options surrendered, and accepted, for exchange, substitution, transfer or exercise in whole or in part.

Section 3.6       Equitable Best Net.

(a)        Notwithstanding any other provisions in this Agreement, in the event that any payment or benefit received or to be received by the Holder (including, but not limited to, any payment or benefit received in connection with a change in control of the Company or the termination of the Holder’s employment, whether pursuant to the terms of this Agreement or any other plan, program, arrangement or agreement) (all such payments and benefits, together, the “Total Payments”) would be subject (in whole or part), to any excise tax imposed under Section 4999 of the Code, or any successor provision thereto (the “Excise Tax”), then, after taking into account any reduction in the Total Payments provided by reason of Section 280G of the Code in such other plan, program, arrangement or agreement, the Company will reduce the Total Payments to the extent necessary so that no portion of the Total Payments is subject to the Excise Tax (but in no event to less than zero); provided, however, that the Total Payments will only be reduced if (i) the net amount of such Total Payments, as so reduced (and after subtracting the net amount of federal, state, municipal and local income taxes on such reduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such reduced Total Payments), is greater than or equal to (ii) the net amount of such Total Payments without such reduction (but after subtracting the net amount of federal, state, municipal and local income taxes on such Total Payments and the amount of Excise Tax to which the Holder would be subject in respect of such unreduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such unreduced Total Payments).

(b)        In the case of a reduction in the Total Payments, the Total Payments will be reduced in the following order:  (i) payments that are payable in cash that are valued at full value under Treasury Regulation Section 1.280G-1, Q&A 24(a) will be reduced (if necessary, to zero), with amounts that are payable last reduced first; (ii) payments and benefits due in respect of any equity valued at full value under Treasury Regulation Section 1.280G-1, Q&A 24(a), with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24) will next be reduced; (iii) payments that are payable in cash that are valued at less than full value under Treasury Regulation Section 1.280G-1, Q&A 24, with

amounts that are payable last reduced first, will next be reduced; (iv) payments and benefits due in respect of any equity valued at less than full value under Treasury Regulation Section 1.280G-1, Q&A 24, with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24) will next be reduced; and (v) all other non-cash benefits not otherwise described in clauses (ii) or (iv) will be next reduced pro-rata.  Any reductions made pursuant to each of clauses (i)-(v) above will be made in the following manner: first, a pro-rata reduction of cash payments and payments and benefits due in respect of any equity not subject to Section 409A, and second, a pro-rata reduction of cash payments and payments and benefits due in respect of any equity subject to Section 409A as deferred compensation.

(c)        For purposes of determining whether and the extent to which the Total Payments will be subject to the Excise Tax:  (i) no portion of the Total Payments the receipt or enjoyment of which the Holder shall have waived at such time and in such manner as not to constitute a “payment” within the meaning of Section 280G(b) of the Code will be taken into account; (ii) no portion of the Total Payments will be taken into account which, in the opinion of tax counsel (“Tax Counsel”) selected by the accounting firm which was, immediately prior to the change in control, the Company’s independent auditor (the “Auditor”), does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code (including, but not limited to, by reason of Section 280G(b)(4)(A) of the Code) and, in calculating the Excise Tax, no portion of such Total Payments will be taken into account which, in the opinion of Tax Counsel, constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the “base amount” (as set forth in Section 280G(b)(3) of the Code) that is allocable to such reasonable compensation; and (iii) the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments will be determined by the Auditor in accordance with the principles of Sections 280G(d)(3) and (4) of the Code.  All determinations required by this Section 3.6 will be at the expense of the Company.

ARTICLE IV

MISCELLANEOUS PROVISIONS

Section 4.1       Binding Effects; Benefits.  This Agreement shall inure to the benefit of and shall be binding upon the Company and the Holder and their respective heirs, legal representatives, successors and assigns.  Nothing in this Agreement, expressed or implied, is intended to or shall confer on any person other than the Company and the Holder, or their respective heirs, legal representatives, successors or assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement.

Section 4.2       Notices.  Unless a provision herein permits notice by way of a press release, any notice or other communication required or which may be given hereunder shall be in writing and shall be sent by certified or regular mail (return receipt requested, postage prepaid), by private national courier service, by personal delivery or by facsimile transmission.  Such notice or communication shall be deemed given (i) if mailed, two (2) days after the date of mailing, (ii) if sent by national courier service, one Business Day after being sent, or (iii) if delivered personally, when so delivered, in each case as follows:

if to the Company, to:

Genco Shipping & Trading Limited

299 Park Avenue

New York, New York 10171

Attention:  Chairman of the Board

with copies (which shall not constitute notice) to:

Kramer Levin Naftalis & Frankel LLP

1177 Avenue of the Americas

New York, New York 10036

Attention:  Thomas E. Molner

if to Holder, at its address as appears on the books of the Company maintained for such purpose or as specified in a notice given in accordance with this Section 4.2.

Section 4.3       Persons Having Rights under this Agreement.  Nothing in this Agreement expressed and nothing that may be implied from any of the provisions hereof is intended, or shall be construed, to confer upon, or give to, any person or corporation other than the parties hereto and the Holder, any right, remedy, or claim under or by reason of this Agreement or of any covenant, condition, stipulation, promise, or agreement hereof.  All covenants, conditions, stipulations, promises, and agreements contained in this Agreement shall be for the sole and exclusive benefit of the parties hereto, their successors and assigns and the Holder.

Section 4.4       Counterparts.  This Agreement may be executed in any number of original or facsimile or electronic PDF counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

Section 4.5       Effect of Headings.  The section headings herein are for convenience only and are not part of this Agreement and shall not affect the interpretation hereof.

Section 4.6       Amendments.  This Agreement may be amended or modified as provided for under Section 3.1(b) of the Plan.

Section 4.7       No Inconsistent Agreements; No Impairment.  The Company shall not, on or after the date hereof, enter into any agreement with respect to its securities which conflicts with the rights granted to the Holder in the Option or the provisions hereof.  The Company represents and warrants to the Holder that the rights granted hereunder do not in any way conflict with the rights granted to holders of the Company’s securities under any other agreements.  The Company shall not, by amendment of its Articles of Incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at all times in good faith assist in the carrying out of all the provisions of the Option and in the taking of all such action as may be necessary in order to preserve the exercise rights of the Holder against impairment.

Section 4.8       Integration/Entire Agreement.  This Agreement is intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of

the agreement and understanding of the Company and the Holder in respect of the subject matter contained herein.  There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein, with respect to the Option.  This Agreement and the Option supersede all prior agreements and understandings between the parties with respect to such subject matter.

Section 4.9       Governing Law, Etc.  This Agreement and each Option issued hereunder shall be deemed to be a contract made under the Laws of the State of New York and for all purposes shall be governed by and construed in accordance with the Laws of such State.  Each party hereto consents and submits to the jurisdiction of the courts of the State of New York and of the federal courts of the Southern District of New York in connection with any action or proceeding brought against it that arises out of or in connection with, that is based upon, or that relates to this Agreement or the transactions contemplated hereby.  In connection with any such action or proceeding in any such court, each party hereto hereby waives personal service of any summons, complaint or other process and hereby agrees that service thereof may be made in accordance with the procedures for giving notice set forth in Section 4.2 hereof.  Each party hereto hereby waives any objection to jurisdiction or venue in any such court in any such action or proceeding and agrees not to assert any defense based on forum non conveniens or lack of jurisdiction or venue in any such court in any such action or proceeding.

Section 4.10     Termination.  This Agreement will terminate on the earlier of (i) such date when the Option has been exercised with respect to all shares subject thereto, or (ii) the expiration of the Exercise Period.  The provisions of this Article IV shall survive such termination.

Section 4.11     Waiver of Trial by Jury.  Each party hereto hereby irrevocably and unconditionally waives the right to a trial by jury in any action, suit, counterclaim or other proceeding (whether based on contract, tort or otherwise) arising out of, connected with or relating to this Agreement and the transactions contemplated hereby.

Section 4.12     Remedies.  The Company hereby agrees that, in the event that the Company violates any provisions of the Option (including the obligation to deliver shares of Common Stock upon the exercise thereof), the remedies at law available to the Holder may be inadequate.  In such event, the Holder shall have the right, in addition to all other rights and remedies any of them may have, to specific performance and/or injunctive or other equitable relief to enforce the provisions of this Agreement.

Section 4.13     Severability.  In the event that any one or more of the provisions contained in this Agreement, or the application thereof in any circumstances, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provisions in every other respect and of the remaining provisions contained herein and therein shall not be affected or impaired thereby.

[Signature Page Follows]

IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed by its duly authorized officer, and the Participant has hereunto signed this Agreement on his own behalf, thereby representing that he has carefully read and understands this Agreement and the Plan as of the day and year first written above.

GENCO SHIPPING & TRADING LIMITED
By:	/s/ John Wobensmith
	Name:  John Wobensmith
	Title:  CEO
/s/ Apostolos Zafolias
APOSTOLOS ZAFOLIAS

EX-10.8

Exhibit 10.8

THIS OPTION WILL BE VOID IF NOT EXERCISED PRIOR TO
5:00 P.M., NEW YORK CITY TIME, ON MARCH 4, 2025

OPTION TO PURCHASE

4,054 SHARES OF COMMON STOCK OF

GENCO SHIPPING & TRADING LIMITED

PURSUANT TO THE GENCO SHIPPING & TRADING LIMITED 2015 EQUITY
INCENTIVE PLAN

GRANT DATE:  March 4, 2019

This certifies that, for value received, Joseph Adamo (the “Holder”), is entitled to purchase from Genco Shipping & Trading Limited, a Marshall Islands corporation (the “Company”), subject to the terms and conditions hereof and the Plan, at any time before 5:00 p.m., New York time, on March 4, 2025, the number of fully paid and non-assessable shares of Common Stock set forth above at the Exercise Price (as defined herein).  The Exercise Price and the number and kind of shares purchasable hereunder are subject to adjustment from time to time as provided in Section 3.1 of this Option Agreement.  The initial Exercise Price shall be $8.39.  In the event of any conflict between the terms hereof and the Plan, the terms of this Agreement shall control.

ARTICLE I

DEFINITIONS

Section 1.1      Definition of Terms.  As used in this Agreement, the following capitalized terms shall have the following respective meanings:

(a)       “Business Day” means any day on which commercial banks are not authorized or permitted to close in the City of New York, Borough of Manhattan.

(b)       “Company” has the meaning set forth in the preamble.

(c)       “Date of Grant” means March 4, 2019.

(d)       “Exercise Date” means any date, on or prior to the expiration of the Exercise Period, on which the Holder exercises the right to purchase the Option Exercise Shares, in whole or in part, pursuant to and in accordance with the terms and conditions described herein.

(e)       “Exercise Period” has the meaning set forth in Section 2.2(c) hereof.

(f)       “Exercise Price” has the meaning set forth in Section 2.1(a) hereof.

(g)       “Governmental Authority” means any (i) government, (ii) governmental or quasi- governmental authority of any nature (including any governmental agency, branch,

department, official or entity and any court or other tribunal) or (iii) body exercising, or entitled to exercise, any administrative, executive, judicial, legislative, police, regulatory or taxing authority or power of any nature, in each case, whether federal, state, local, municipal, foreign, supranational or of any other jurisdiction.

(h)       “Holder” has the meaning set forth in the preamble.

(i)        “Immediate Family Members” has the meaning set forth in Section 4.1 hereof.

(j)        “Law” means all laws, statutes, rules, regulations, codes, injunctions, decrees, orders, ordinances, registration requirements, disclosure requirements and other pronouncements having the effect of law of the United States, the Republic of the Marshall Islands, any foreign country or any domestic or foreign state, county, city or other political subdivision or of any Governmental Authority.

(k)       “Option Exercise Shares” means the shares of Common Stock issued upon the applicable exercise of the Option or a portion of the Option.

(l)        “Person” means any individual, firm, corporation, partnership, limited partnership, limited liability company, association, indenture trustee, organization, joint stock company, joint venture, estate, trust, governmental unit or any political subdivision thereof, or any other entity.

(m)      “Plan” means the Company’s 2015 Equity Incentive Plan, as amended from time to time.

(n)       “Pro Rata Portion of the Option” has the meaning set forth in Section 2.3(c)(i).

(o)       “Service” means a continuous time period during which the Holder is at least one of the following:  an employee or a director of, or a consultant to, the Company.

Section 1.2      Rules of Construction.

(a)        The singular form of any word used herein, including the terms defined in Section 1.1 hereof, shall include the plural, and vice versa.  The use herein of a word of any gender shall include correlative words of all genders.

(b)        Unless otherwise specified, references to Articles, Sections and other subdivisions of this Agreement are to the designated Articles, Sections and other subdivision of this Agreement as originally executed.  The words “hereof,” “herein,” “hereunder” and words of similar import refer to this Agreement as a whole.

(c)        References to “$” are to dollars in lawful currency of the United States of America.

ARTICLE II

TERMS AND EXERCISE OF OPTION

Section 2.1      Exercise Price.  The Company hereby grants to the Holder a non-qualified stock option (the “Option”) for the purchase of the number of shares of Common Stock, at the price of $8.39 per share (as the same may be hereafter adjusted in accordance herewith, the “Exercise Price”), specified on the first page of this Option Agreement.

Section 2.2      Exercise Period.  Subject to the further provisions of this Agreement, the Option shall be exercisable as follows:

(a)        Subject to Section 2.2(b), the Option shall become exercisable with respect to a number of whole shares equal to one-third (1/3) of the shares subject to the Option on each of the first three (3) anniversaries of March 4, 2019 (rounding down to the nearest whole share on each of the first two (2) anniversaries and rounding up on the third (3rd) anniversary).  Each such anniversary is referred to as a “Vesting Date.”

(b)        In the event of a Change in Control, the Option shall become exercisable in full if the Participant’s Service with the Company is terminated by the Company without cause, as defined in the Plan, within 12 months after the date of such Change in Control (to the extent not previously vested or exercisable in accordance with Section 2.2(a) or Section 2.3(b) or (c)); provided, however that if this award is not assumed, continued, or substituted for an equivalent award by the acquirer in such Change in Control, then the Option will fully vest upon the consummation of the Change in Control.

(c)        The Option may be exercised by the Holder thereof, in whole or in part (but not as to a fractional share of Common Stock), at any time and from time to time after the Option becomes exercisable in accordance with Sections 2.2(a),  2.2(b), or 2.3 hereof, and prior to 5:00 P.M., New York time on the sixth (6th) anniversary hereof, unless terminated earlier pursuant to this Agreement or the Plan (the “Exercise Period”).  To the extent that the Option or a portion thereof is not exercised prior to the expiration of the Exercise Period, it shall be automatically cancelled with no action by any Person, and with no further rights thereunder, upon such expiration.

Section 2.3      Termination of Service.

(a)        If the Holder’s Service is terminated for cause, as defined in the Plan, the Option, to the extent not theretofore exercised, shall terminate upon the Holder’s termination of Service.

(b)        Except as provided in Section 2.2(b) hereof, if the Holder’s Service is terminated by the Company without cause, as defined in the Plan, then the Option shall become exercisable with respect to that number of shares with respect to which the Option would otherwise become exercisable on the next Vesting Date in addition to the portion of the Option which is already exercisable as of the date of termination.  The Option, to the extent exercisable as of the date of termination (including, but not limited to, the portion of the Option described the preceding sentence), shall remain exercisable until the one year anniversary of such

termination (but in no event beyond the expiration of the Exercise Period), and the Option, to the extent not exercisable as of the date of termination, shall expire as of the date of termination.

(c)        If the Holder’s Service is terminated due to the Holder’s death or disability (as defined below), then the Pro Rata Portion of the Option (as defined below) shall become exercisable as of such date in addition to the portion of the Option which is already exercisable as of such date.  The Option, to the extent exercisable as of the date of termination (including, but not limited to, the Pro Rata Portion of the Option), shall remain exercisable until the one year anniversary of such termination (but in no event beyond the expiration of the Exercise Period), and the Option, to the extent not exercisable as of the date of termination, shall expire as of the date of termination.  For the purposes of this Section 2.3(c):

(i)        The “Pro Rata Portion of the Option” shall mean that number of shares with respect to which the Option would become exercisable on the next Vesting Date multiplied by a fraction, the denominator of which is twelve (12) and the numerator of which is the number of completed months (measured from the day of the month of the Vesting Date to the same day of the following month) between the immediately preceding Vesting Date (or the Date of Grant, if there is no preceding Vesting Date) and the date of termination of Service.

(ii)       “Disability” shall mean any physical or mental condition that would qualify the Holder for a disability benefit under the long-term disability plan maintained by the Company or, if there is no such plan, a physical or mental condition that prevents the Holder from performing the essential functions of the Holder’s position (with or without reasonable accommodation) for a period of six (6) consecutive months.  The existence of a disability shall be determined by the Company.

(d)        If the Holder’s Service is terminated other than as set forth above, the Holder may exercise the Option (i) only to the extent that the Holder was entitled to exercise the Option on the termination of Service date; and (ii) exercise must occur within three (3) months after termination of Service but in no event after the original expiration date of the Option.

Section 2.4      Method of Exercise.

(a)        Subject to the terms of this Agreement and the Plan, the vested portion of this Option may be exercised in accordance with the terms of Section 2.3 of the Plan, in whole or in part, and the Exercise Price may be paid by one or more of the following methods: (i) certified or official bank check (or equivalent thereof acceptable to the Company or its exchange agent), (ii) with the consent of the Administrator, delivery of shares of Common Stock having a Fair Market Value (determined as of the Exercise Date) equal to all or part of the Exercise Price, or (iii) at the sole discretion of the Administrator and to the extent permitted by law and consistent with the terms of the Plan, such other consideration as the Administrator may from time to time prescribe.  The issuance of any shares shall be subject to Section 3.5 of the Plan with respect to withholding of taxes and the Company may appropriately reduce the number of Option Exercise Shares in order to satisfy any withholding obligation.

(b)        Any exercise of the Option pursuant to the terms of this Agreement shall be irrevocable and shall constitute a binding agreement between the Holder and the Company, enforceable in accordance with its terms.

Section 2.5      Issuance of Common Stock.

(a)        Upon exercise of the Option pursuant to Section 2.4, the Company shall promptly at its expense, and in no event later than five (5) Business Days thereafter, cause to be issued to the Holder of the Option a certificate or certificates of the total number of whole shares of Common Stock for which the Option is being exercised, subject to Section 2.4(a) (as the same may be hereafter adjusted pursuant to Section 3.1) in such denominations as are requested by the Holder, or shall establish an account evidencing ownership of such shares of Common Stock in uncertificated form.

(b)        Notwithstanding the five (5) Business Day period described in Section 2.5(a), the Option Exercise Shares shall be deemed to have been issued to the Holder at the time at which all of the conditions to such exercise have been fulfilled, and the Holder shall be deemed for all purposes to have become the holder of such Option Exercise Shares at such time.

Section 2.6      Reservation of Shares.  The Company shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock solely for the purpose of issuance upon the exercise of the Option, a number of shares of Common Stock equal to the aggregate Option Exercise Shares issuable upon the exercise of the Option.  The Company shall use commercially reasonable efforts to take all such actions as may be necessary to assure that all such shares of Common Stock may be so issued without violating the Company’s governing documents or any requirements of any national securities exchange upon which shares of Common Stock may be listed.  The Company shall not take any action which would cause the number of authorized but unissued shares of Common Stock to be less than the number of such shares required to be reserved hereunder for issuance upon exercise of the Option.

Section 2.7      Fractional Shares.  Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not be required to issue any fraction of a share of its capital stock in connection with the exercise of the Option, and in any case where the Holder would, except for the provisions of this Section 2.7, be entitled under the terms of the Option to receive a fraction of a share upon the exercise of the Option, the Company shall, upon the exercise of the Option, issue or cause to be issued only the largest whole number of Option Exercise Shares issuable upon such exercise (and such fraction of a share will be disregarded, and the Holder shall not have any rights to be entitled to any payment with respect to such fraction of a share).

Section 2.8      Public Offering.  Notwithstanding any other provision hereof, if an exercise of any portion of the Option is to be made in connection with a registered public offering or the sale of the Company, the exercise of any portion of such Option may, at the election of the holder thereof, be conditioned upon the consummation of such registered public offering or sale of the Company, in which case such exercise shall be deemed to be effective concurrently with the consummation of such transaction.

Section 2.9      Close of Books; Par Value.  The Company shall not close its books against the transfer of any Option or any Option Exercise Shares in any manner which interferes with the timely exercise of such Option.  The Company shall use commercially reasonable efforts to, from time to time, take all such action as may be necessary to assure that the par value per share of the unissued shares of Common Stock acquirable upon exercise of each Option is at all times equal to or less than the Exercise Price then in effect.

Section 2.10    Payment of Taxes.  The Company shall not be required to pay any tax or other charge imposed in respect of any transfer involved in the issue and delivery of any shares of Common Stock (including certificates therefor) or payment of cash or other property to any recipient other than the Holder of the Option surrendered upon the exercise of an Option, and in case of such transfer or payment, the Company shall not be required to issue or deliver any shares or pay any cash until (a) such tax or charge has been paid or an amount sufficient for the payment thereof has been delivered to the Company or (b) it has been established to the Company’s satisfaction that any such tax or other charge that is or may become due has been paid.

ARTICLE III

OTHER PROVISIONS RELATING TO RIGHTS OF HOLDERS OF OPTIONS

Section 3.1      Adjustment.  The Option will be subject to the provisions of Section 3.6 of the Plan.  In addition, in the event of any extraordinary cash dividend, the terms of the Option and/or the number of Options shall be adjusted by the Administrator, as appropriate (in accordance with the adjustment principles underlying Section 3.6), in order to reduce the Exercise Price, to the extent permissible without violating Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), by an amount equal to the value per share of such dividend and, in the event such a reduction is impermissible, to increase the number of shares for which the Option is exercisable (without violating Section 409A of the Code) so as to preserve the intrinsic value of the Option as of immediately preceding such dividend.

Section 3.2      Transfer of the Option.  The Option shall only be assignable or transferable by will or by the laws of descent and distribution, subject to any transfer restrictions set forth in the Company’s Articles of Incorporation; provided, that the Holder may transfer all or a portion of the Option to (A) the Holder’s spouse, children or grandchildren (“Immediate Family Members”), (B) a trust or trusts for the exclusive benefit of such Immediate Family Members, or (C) other parties approved by the Company; provided, however, that no such transfer may be for consideration.

Section 3.3      No Rights or Liability as Stockholder.  Nothing contained in this Agreement shall be construed as conferring upon the Holder or his, her or its transferees the right to vote or to receive dividends or to consent or to receive notice as a stockholder in respect of any meeting of stockholders for the election of directors of the Company or of any other matter, or any rights whatsoever as stockholders of the Company.  The consent of any Holder shall not be required with respect to any action or proceeding of the Company and no Holder shall have any right not expressly conferred hereunder.  No holder, by reason of the ownership or possession of this Option shall have any right to receive any cash dividends, stock dividends,

allotments or rights or other distributions paid, allotted or distributed or distributable to the holders of Common Stock prior to, or for which the relevant record date preceded, the date of the exercise of this Option.  No provision hereof and no mere enumeration herein of the rights or privileges of the Holder shall give rise to any liability of such holder for the Exercise Price hereunder or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.

Section 3.4      No Restrictive Legends.  No legend shall be stamped or imprinted on any stock certificate for Common Stock issued upon the exercise of any Option and or stock certificate issued upon the direct or indirect transfer of any such Common Stock.

Section 3.5      Cancellation of the Option.  If the Company shall purchase or otherwise acquire the Option, this Agreement shall thereupon be cancelled and retired.  The Company shall cancel all Options surrendered, and accepted, for exchange, substitution, transfer or exercise in whole or in part.

Section 3.6      Equitable Best Net.

(a)        Notwithstanding any other provisions in this Agreement, in the event that any payment or benefit received or to be received by the Holder (including, but not limited to, any payment or benefit received in connection with a change in control of the Company or the termination of the Holder’s employment, whether pursuant to the terms of this Agreement or any other plan, program, arrangement or agreement) (all such payments and benefits, together, the “Total Payments”) would be subject (in whole or part), to any excise tax imposed under Section 4999 of the Code, or any successor provision thereto (the “Excise Tax”), then, after taking into account any reduction in the Total Payments provided by reason of Section 280G of the Code in such other plan, program, arrangement or agreement, the Company will reduce the Total Payments to the extent necessary so that no portion of the Total Payments is subject to the Excise Tax (but in no event to less than zero); provided, however, that the Total Payments will only be reduced if (i) the net amount of such Total Payments, as so reduced (and after subtracting the net amount of federal, state, municipal and local income taxes on such reduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such reduced Total Payments), is greater than or equal to (ii) the net amount of such Total Payments without such reduction (but after subtracting the net amount of federal, state, municipal and local income taxes on such Total Payments and the amount of Excise Tax to which the Holder would be subject in respect of such unreduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such unreduced Total Payments).

(b)        In the case of a reduction in the Total Payments, the Total Payments will be reduced in the following order:  (i) payments that are payable in cash that are valued at full value under Treasury Regulation Section 1.280G-1, Q&A 24(a) will be reduced (if necessary, to zero), with amounts that are payable last reduced first; (ii) payments and benefits due in respect of any equity valued at full value under Treasury Regulation Section 1.280G-1, Q&A 24(a), with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24) will next be reduced; (iii) payments that are payable in cash that are valued at less than full value under Treasury Regulation Section 1.280G-1, Q&A 24, with

amounts that are payable last reduced first, will next be reduced; (iv) payments and benefits due in respect of any equity valued at less than full value under Treasury Regulation Section 1.280G-1, Q&A 24, with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24) will next be reduced; and (v) all other non-cash benefits not otherwise described in clauses (ii) or (iv) will be next reduced pro-rata.  Any reductions made pursuant to each of clauses (i)-(v) above will be made in the following manner: first, a pro-rata reduction of cash payments and payments and benefits due in respect of any equity not subject to Section 409A, and second, a pro-rata reduction of cash payments and payments and benefits due in respect of any equity subject to Section 409A as deferred compensation.

(c)        For purposes of determining whether and the extent to which the Total Payments will be subject to the Excise Tax:  (i) no portion of the Total Payments the receipt or enjoyment of which the Holder shall have waived at such time and in such manner as not to constitute a “payment” within the meaning of Section 280G(b) of the Code will be taken into account; (ii) no portion of the Total Payments will be taken into account which, in the opinion of tax counsel (“Tax Counsel”) selected by the accounting firm which was, immediately prior to the change in control, the Company’s independent auditor (the “Auditor”), does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code (including, but not limited to, by reason of Section 280G(b)(4)(A) of the Code) and, in calculating the Excise Tax, no portion of such Total Payments will be taken into account which, in the opinion of Tax Counsel, constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the “base amount” (as set forth in Section 280G(b)(3) of the Code) that is allocable to such reasonable compensation; and (iii) the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments will be determined by the Auditor in accordance with the principles of Sections 280G(d)(3) and (4) of the Code.  All determinations required by this Section 3.6 will be at the expense of the Company.

ARTICLE IV

MISCELLANEOUS PROVISIONS

Section 4.1      Binding Effects; Benefits.  This Agreement shall inure to the benefit of and shall be binding upon the Company and the Holder and their respective heirs, legal representatives, successors and assigns.  Nothing in this Agreement, expressed or implied, is intended to or shall confer on any person other than the Company and the Holder, or their respective heirs, legal representatives, successors or assigns, any rights, remedies, obligations or liabilities under or by reason of this Agreement.

Section 4.2      Notices.  Unless a provision herein permits notice by way of a press release, any notice or other communication required or which may be given hereunder shall be in writing and shall be sent by certified or regular mail (return receipt requested, postage prepaid), by private national courier service, by personal delivery or by facsimile transmission.  Such notice or communication shall be deemed given (i) if mailed, two (2) days after the date of mailing, (ii) if sent by national courier service, one Business Day after being sent, or (iii) if delivered personally, when so delivered, in each case as follows:

if to the Company, to:

Genco Shipping & Trading Limited

299 Park Avenue

New York, New York 10171

Attention:  Chairman of the Board

with copies (which shall not constitute notice) to:

Kramer Levin Naftalis & Frankel LLP

1177 Avenue of the Americas

New York, New York 10036

Attention:  Thomas E. Molner

if to Holder, at its address as appears on the books of the Company maintained for such purpose or as specified in a notice given in accordance with this Section 4.2.

Section 4.3      Persons Having Rights under this Agreement.  Nothing in this Agreement expressed and nothing that may be implied from any of the provisions hereof is intended, or shall be construed, to confer upon, or give to, any person or corporation other than the parties hereto and the Holder, any right, remedy, or claim under or by reason of this Agreement or of any covenant, condition, stipulation, promise, or agreement hereof.  All covenants, conditions, stipulations, promises, and agreements contained in this Agreement shall be for the sole and exclusive benefit of the parties hereto, their successors and assigns and the Holder.

Section 4.4      Counterparts.  This Agreement may be executed in any number of original or facsimile or electronic PDF counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

Section 4.5      Effect of Headings.  The section headings herein are for convenience only and are not part of this Agreement and shall not affect the interpretation hereof.

Section 4.6      Amendments.  This Agreement may be amended or modified as provided for under Section 3.1(b) of the Plan.

Section 4.7      No Inconsistent Agreements; No Impairment.  The Company shall not, on or after the date hereof, enter into any agreement with respect to its securities which conflicts with the rights granted to the Holder in the Option or the provisions hereof.  The Company represents and warrants to the Holder that the rights granted hereunder do not in any way conflict with the rights granted to holders of the Company’s securities under any other agreements.  The Company shall not, by amendment of its Articles of Incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at all times in good faith assist in the carrying out of all the provisions of the Option and in the taking of all such action as may be necessary in order to preserve the exercise rights of the Holder against impairment.

Section 4.8      Integration/Entire Agreement.  This Agreement is intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of

the agreement and understanding of the Company and the Holder in respect of the subject matter contained herein.  There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein, with respect to the Option.  This Agreement and the Option supersede all prior agreements and understandings between the parties with respect to such subject matter.

Section 4.9      Governing Law, Etc.  This Agreement and each Option issued hereunder shall be deemed to be a contract made under the Laws of the State of New York and for all purposes shall be governed by and construed in accordance with the Laws of such State.  Each party hereto consents and submits to the jurisdiction of the courts of the State of New York and of the federal courts of the Southern District of New York in connection with any action or proceeding brought against it that arises out of or in connection with, that is based upon, or that relates to this Agreement or the transactions contemplated hereby.  In connection with any such action or proceeding in any such court, each party hereto hereby waives personal service of any summons, complaint or other process and hereby agrees that service thereof may be made in accordance with the procedures for giving notice set forth in Section 4.2 hereof.  Each party hereto hereby waives any objection to jurisdiction or venue in any such court in any such action or proceeding and agrees not to assert any defense based on forum non conveniens or lack of jurisdiction or venue in any such court in any such action or proceeding.

Section 4.10    Termination.  This Agreement will terminate on the earlier of (i) such date when the Option has been exercised with respect to all shares subject thereto, or (ii) the expiration of the Exercise Period.  The provisions of this Article IV shall survive such termination.

Section 4.11    Waiver of Trial by Jury.  Each party hereto hereby irrevocably and unconditionally waives the right to a trial by jury in any action, suit, counterclaim or other proceeding (whether based on contract, tort or otherwise) arising out of, connected with or relating to this Agreement and the transactions contemplated hereby.

Section 4.12    Remedies.  The Company hereby agrees that, in the event that the Company violates any provisions of the Option (including the obligation to deliver shares of Common Stock upon the exercise thereof), the remedies at law available to the Holder may be inadequate.  In such event, the Holder shall have the right, in addition to all other rights and remedies any of them may have, to specific performance and/or injunctive or other equitable relief to enforce the provisions of this Agreement.

Section 4.13    Severability.  In the event that any one or more of the provisions contained in this Agreement, or the application thereof in any circumstances, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provisions in every other respect and of the remaining provisions contained herein and therein shall not be affected or impaired thereby.

[Signature Page Follows]

IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed by its duly authorized officer, and the Participant has hereunto signed this Agreement on his own behalf, thereby representing that he has carefully read and understands this Agreement and the Plan as of the day and year first written above.

GENCO SHIPPING & TRADING LIMITED
By:	/s/ Apostolos Zafolias
	Name:  Apostolos Zafolias
	Title:  Chief Financial Officer
/s/ Joseph Adamo
JOSEPH ADAMO

EX-31.1

Exhibit 31.1

CERTIFICATION

I, John C. Wobensmith, certify that:

1.    I have reviewed this Quarterly Report on Form 10-Q for the quarter ended March 31, 2019 of Genco Shipping & Trading Limited;

2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.    The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)   Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)   Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)   Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.    The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)   Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

	/s/ John C. Wobensmith
	Name: John C. Wobensmith
Date:  May 9, 2019	Title: Chief Executive Officer and President

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Apostolos Zafolias, certify that:

1.    I have reviewed this Quarterly Report on Form 10-Q for the quarter ended March 31, 2019 of Genco Shipping & Trading Limited;

2.    Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.    Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.    The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)   Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)   Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)   Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.    The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)   Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

ugust
	/s/ Apostolos Zafolias
	Name: Apostolos Zafolias
Date:  May 9, 2019	Title: Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with Genco Shipping & Trading Limited’s (the “Company”) quarterly report on Form 10-Q for the quarter ended March 31, 2019, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned Chief Executive Officer and President of the Company, hereby certifies pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 9, 2019	/s/ John C. Wobensmith
	Name: John C. Wobensmith
	Title: Chief Executive Officer and President

The foregoing certification is being furnished solely pursuant to 18 U.S.C. § 1350 and is not being filed as part of the Report or as a separate disclosure document.  A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with Genco Shipping & Trading Limited’s (the “Company”) quarterly report on Form 10-Q for the quarter ended March 31, 2019, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned Chief Financial Officer of the Company, hereby certifies pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 9, 2019	/s/ Apostolos Zafolias
	Name: Apostolos Zafolias
	Title: Chief Financial Officer

The foregoing certification is being furnished solely pursuant to 18 U.S.C. § 1350 and is not being filed as part of the Report or as a separate disclosure document.  A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

XML

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2019	May 09, 2019
Document and Entity Information
Entity Registrant Name	GENCO SHIPPING & TRADING LTD
Entity Central Index Key	0001326200
Document Type	10-Q
Document Period End Date	Mar. 31, 2019
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Common Stock, Shares Outstanding		41,656,947
Document Fiscal Year Focus	2019
Document Fiscal Period Focus	Q1

XML

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
Current assets:
Cash and cash equivalents	$ 187,713	$ 197,499
Restricted cash	4,947	4,947
Due from charterers, net of a reserve of $1,171 and $669, respectively	17,265	22,306
Prepaid expenses and other current assets	9,213	10,449
Inventories	30,625	29,548
Vessels held for sale		5,702
Total current assets	249,763	270,451
Noncurrent assets:
Vessels, net of accumulated depreciation of $261,017 and $244,549, respectively	1,335,048	1,344,870
Deferred drydock, net of accumulated amortization of $14,988 and $13,553, respectively	8,520	9,544
Fixed assets, net of accumulated depreciation and amortization of $1,435 and $1,281, respectively	3,099	2,290
Operating lease right-of-use asset	9,425
Restricted cash	315	315
Total noncurrent assets	1,356,407	1,357,019
Total assets	1,606,170	1,627,470
Current liabilities:
Accounts payable and accrued expenses	24,137	29,143
Current portion of long-term debt	70,351	66,320
Deferred revenue	4,497	6,404
Current operating lease liabilities	1,613
Total current liabilities:	100,598	101,867
Noncurrent liabilities:
Long-term operating lease obligations	11,092
Deferred rent		3,468
Long-term debt, net of deferred financing costs of $15,967 and $16,272, respectively	448,522	468,828
Total noncurrent liabilities	459,614	472,296
Total liabilities	560,212	574,163
Commitments and contingencies (Note 14)
Equity:
Common stock, par value $0.01; 500,000,000 shares authorized; 41,656,947 and 41,644,470 shares issued and outstanding at March 31, 2019 and December 31, 2018, respectively	416	416
Additional paid-in capital	1,740,615	1,740,163
Retained deficit	(695,073)	(687,272)
Total equity	1,045,958	1,053,307
Total liabilities and equity	$ 1,606,170	$ 1,627,470

XML

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
Current Assets:
Due from charterers, reserve	$ 1,171	$ 669
Noncurrent assets:
Vessels, accumulated depreciation	261,017	244,529
Deferred drydock, accumulated amortization	14,988	13,553
Fixed assets, accumulated depreciation and amortization	1,435	1,281
Deferred financing costs, noncurrent	$ 15,967	$ 16,272
Genco Shipping & Trading Limited shareholders' equity:
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	500,000,000	500,000,000
Common stock, shares issued (in shares)	41,656,947	41,644,470
Common stock, shares outstanding (in shares)	41,656,947	41,644,470

XML

Condensed Consolidated Statements of Operations - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Revenues:
Revenues	$ 93,464	$ 76,916
Operating expenses:
Voyage expenses	43,022	21,093
Vessel operating expenses	23,190	23,767
Charter hire expenses	2,419
General and administrative expenses (inclusive of nonvested stock amortization expense of $452 and $493, respectively)	6,310	5,218
Technical management fees	1,940	1,948
Depreciation and amortization	18,076	16,886
Impairment of vessel assets	0	56,402
Gain on sale of vessels	(611)
Total operating expenses	94,346	125,314
Operating income (loss)	(882)	(48,398)
Other (expense) income:
Other income (expense)	329	(85)
Interest income	1,327	794
Interest expense	(8,575)	(8,124)
Other expense	(6,919)	(7,415)
Loss before income taxes	(7,801)	(55,813)
Net loss	$ (7,801)	$ (55,813)
Net loss per share-basic	$ (0.19)	$ (1.61)
Net loss per share-diluted	$ (0.19)	$ (1.61)
Weighted average common shares outstanding - basic (in shares)	41,726,106	34,577,990
Weighted average common shares outstanding - diluted	41,726,106	34,577,990
Voyage
Revenues:
Revenues	$ 93,464	$ 76,916

XML

Condensed Consolidated Statements of Operations (Parenthetical) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Condensed Consolidated Statements of Operations
Nonvested stock amortization expenses	$ 452	$ 493

XML

Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Consolidated Statements of Comprehensive Loss
Net loss	$ (7,801)	$ (55,813)
Other comprehensive income	0	0
Comprehensive loss	$ (7,801)	$ (55,813)

XML

Condensed Consolidated Statements of Equity - USD ($) $ in Thousands	Common Stock	Additional Paid-in Capital	Retained Earnings	Total
Balance at the beginning at Dec. 31, 2017	$ 345	$ 1,628,355	$ (654,332)	$ 974,368
Increase (Decrease) in Shareholders' Equity
Net loss			(55,813)	(55,813)
Other comprehensive income				0
Nonvested stock amortization		493		493
Balance at the end at Mar. 31, 2018	345	1,628,848	(710,145)	919,048
Balance at the beginning at Dec. 31, 2018	416	1,740,163	(687,272)	1,053,307
Increase (Decrease) in Shareholders' Equity
Net loss			(7,801)	(7,801)
Other comprehensive income				0
Nonvested stock amortization		452		452
Balance at the end at Mar. 31, 2019	$ 416	$ 1,740,615	$ (695,073)	$ 1,045,958

XML

Condensed Consolidated Statements of Equity (Parenthetical)	3 Months Ended
	Mar. 31, 2019 shares
Condensed Consolidated Statements of Equity
Issuance of 12,477 shares of RSUs (in shares)	12,477

XML

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Cash flows from operating activities:
Net loss	$ (7,801)	$ (55,813)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization	18,076	16,886
Amortization of deferred financing costs	915	573
Noncash operating lease expense	285
Amortization of nonvested stock compensation expense	452	493
Impairment of vessel assets	0	56,402
Gain on sale of vessels	(611)
Insurance proceeds for protection and indemnity claims	226	68
Change in assets and liabilities:
Decrease (increase) in due from charterers	5,041	(1,079)
Decrease (increase) in prepaid expenses and other current assets	927	(3,740)
Increase in inventories	(1,077)	(4,561)
Decrease in other noncurrent assets		514
Increase (decrease) in accounts payable and accrued expenses	(2,114)	1,094
Increase in deferred revenue	(1,907)	(110)
Decrease in operating lease liabilities	(390)
Increase in deferred rent		180
Deferred drydock costs incurred	(410)	(1,446)
Net cash provided by operating activities	11,612	9,461
Cash flows from investing activities:
Purchase of vessels, including deposits	(9,274)
Purchase of other fixed assets	(1,199)	(158)
Net proceeds from sale of vessels	6,351
Insurance proceeds for hull and machinery claims		1,607
Net cash (used in) provided by investing activities	(4,122)	1,449
Cash flows from financing activities:
Payment of common stock issuance costs	(105)
Payment of deferred financing costs	(591)
Net cash provided by (used in) financing activities	(17,276)	(14,657)
Net decrease in cash, cash equivalents and restricted cash	(9,786)	(3,747)
Cash, cash equivalents and restricted cash at beginning of period	202,761	204,946
Cash, cash equivalents and restricted cash at end of period	192,975	201,199
Secured Debt | $108 Million Credit Facility
Cash flows from financing activities:
Repayment of secured debt	(1,580)	0
Secured Debt | $495 Million Credit Facility
Cash flows from financing activities:
Repayment of secured debt	(15,000)	0
Secured Debt | $400 Million Credit Facility
Cash flows from financing activities:
Repayment of secured debt	0	(11,434)
Secured Debt | 2014 Term Loan Facilities
Cash flows from financing activities:
Repayment of secured debt	0	(681)
Line of Credit Facility | $98 Million Credit Facility
Cash flows from financing activities:
Repayments of Credit Facility	$ 0	$ (2,542)

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Condensed Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Thousands	Mar. 31, 2019	Feb. 28, 2019	Dec. 31, 2018	Sep. 30, 2018	Aug. 14, 2018	Mar. 31, 2018	Nov. 10, 2016	Nov. 04, 2015
Secured Debt | $108 Million Credit Facility
Maximum borrowing capacity	$ 108,000		$ 108,000	$ 108,000	$ 108,000
Secured Debt | $495 Million Credit Facility
Maximum borrowing capacity	$ 495,000	$ 495,000	$ 495,000
Secured Debt | $400 Million Credit Facility
Maximum borrowing capacity						$ 400,000	$ 400,000
Line of Credit Facility | $98 Million Credit Facility
Maximum borrowing capacity						$ 98,000		$ 98,000

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GENERAL INFORMATION

3 Months Ended

Mar. 31, 2019

GENERAL INFORMATION

GENERAL INFORMATION

1 - GENERAL INFORMATION

The accompanying condensed consolidated financial statements include the accounts of Genco Shipping & Trading Limited (“GS&T”) and its direct and indirect wholly-owned subsidiaries (collectively, the “Company”). The Company is engaged in the ocean transportation of drybulk cargoes worldwide through the ownership and operation of drybulk carrier vessels. GS&T is incorporated under the laws of the Marshall Islands, and as of March 31, 2019, is the direct or indirect owner of all of the outstanding shares or limited liability company interests of the following subsidiaries: Genco Ship Management LLC; Genco Investments LLC; Genco RE Investments LLC; Genco Shipping Pte. Ltd.; Genco Shipping A/S; Baltic Trading Limited (“Baltic Trading”); and the ship-owning subsidiaries as set forth below under “Other General Information.” 

On June 19, 2018, the Company closed an equity offering of 7,015,000 shares of common stock at an offering price of $16.50 per share.  The Company received net proceeds of $109,648 after deducting underwriters’ discounts and commissions and other expenses. 

Other General Information

Below is the list of the Company’s wholly owned ship-owning subsidiaries as of March 31, 2019:

Wholly Owned Subsidiaries	Vessel Acquired	Dwt	Delivery Date		Year Built
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 Thunder LLC	Genco Thunder	76,588	9/25/08		2007
Genco Hadrian Limited	Genco Hadrian	169,025	12/29/08		2008
Genco Commodus Limited	Genco Commodus	169,098	7/22/09		2009
Genco Maximus Limited	Genco Maximus	169,025	9/18/09		2009
Genco Claudius Limited	Genco Claudius	169,001	12/30/09		2010
Genco Bay Limited	Genco Bay	34,296	8/24/10		2010
Genco Ocean Limited	Genco Ocean	34,409	7/26/10		2010
Genco Avra Limited	Genco Avra	34,391	5/12/11		2011
Genco Mare Limited	Genco Mare	34,428	7/20/11		2011
Genco Spirit Limited	Genco Spirit	34,432	11/10/11		2011
Genco Aquitaine Limited	Genco Aquitaine	57,981	8/18/10		2009
Genco Ardennes Limited	Genco Ardennes	58,018	8/31/10		2009
Genco Auvergne Limited	Genco Auvergne	58,020	8/16/10		2009
Genco Bourgogne Limited	Genco Bourgogne	58,018	8/24/10		2010
Genco Brittany Limited	Genco Brittany	58,018	9/23/10		2010
Genco Languedoc Limited	Genco Languedoc	58,018	9/29/10		2010
Genco Loire Limited	Genco Loire	53,430	8/4/10		2009
Genco Lorraine Limited	Genco Lorraine	53,417	7/29/10		2009
Genco Normandy Limited	Genco Normandy	53,596	8/10/10		2007
Genco Picardy Limited	Genco Picardy	55,257	8/16/10		2005
Genco Provence Limited	Genco Provence	55,317	8/23/10		2004
Genco Pyrenees Limited	Genco Pyrenees	58,018	8/10/10		2010
Genco Rhone Limited	Genco Rhone	58,018	3/29/11		2011
Genco Weatherly Limited	Genco Weatherly	61,556	7/26/18		2014
Genco Columbia Limited	Genco Columbia	60,294	9/10/18		2016
Genco Endeavour Limited	Genco Endeavour	181,060	8/15/18		2015
Genco Resolute Limited	Genco Resolute	181,060	8/14/18		2015
Genco Defender Limited	Genco Defender	180,021	9/6/18		2016
Genco Liberty Limited	Genco Liberty	180,032	9/11/18		2016
Baltic Lion Limited	Baltic Lion	179,185	4/8/15	(1)	2012
Baltic Tiger Limited	Genco Tiger	179,185	4/8/15	(1)	2011
Baltic Leopard Limited	Baltic Leopard	53,446	4/8/10	(2)	2009
Baltic Panther Limited	Baltic Panther	53,350	4/29/10	(2)	2009
Baltic Cougar Limited	Baltic Cougar	53,432	5/28/10	(2)	2009
Baltic Jaguar Limited	Baltic Jaguar	53,473	5/14/10	(2)	2009
Baltic Bear Limited	Baltic Bear	177,717	5/14/10	(2)	2010
Baltic Wolf Limited	Baltic Wolf	177,752	10/14/10	(2)	2010
Baltic Wind Limited	Baltic Wind	34,408	8/4/10	(2)	2009
Baltic Cove Limited	Baltic Cove	34,403	8/23/10	(2)	2010
Baltic Breeze Limited	Baltic Breeze	34,386	10/12/10	(2)	2010
Baltic Fox Limited	Baltic Fox	31,883	9/6/13	(2)	2010
Baltic Hare Limited	Baltic Hare	31,887	9/5/13	(2)	2009
Baltic Hornet Limited	Baltic Hornet	63,574	10/29/14	(2)	2014
Baltic Wasp Limited	Baltic Wasp	63,389	1/2/15	(2)	2015
Baltic Scorpion Limited	Baltic Scorpion	63,462	8/6/15		2015
Baltic Mantis Limited	Baltic Mantis	63,470	10/9/15		2015

(1) The delivery date for these vessels represents the date that the vessel was purchased from Baltic Trading.

(2) The delivery date for these vessels represents the date that the vessel was delivered to Baltic Trading.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3 Months Ended

Mar. 31, 2019

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of consolidation

The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) which includes the accounts of GS&T and its direct and indirect wholly-owned subsidiaries.  All intercompany accounts and transactions have been eliminated in consolidation.

Basis of presentation

The accompanying condensed consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial information and the rules and regulations of the Securities and Exchange Commission (the “SEC”).  In the opinion of management of the Company, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and operating results have been included in the statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted.  These condensed consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s annual report on Form 10-K for the year ended December 31, 2018 (the “2018 10-K”).  The results of operations for the three months ended March 31, 2019 are not necessarily indicative of the operating results to be expected for the year ending December 31, 2019.

The preparation of financial statements in conformity with U.S. GAAP 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 valuations, the valuation of amounts due from charterers, performance claims, residual value of vessels, useful life of vessels and the fair value of derivative instruments, if any.  Actual results could differ from those estimates.

Segment reporting

The Company reports financial information and evaluates its operations by voyage revenues and not by the length of ship employment for its customers, i.e., spot or time charters.  Each of the Company’s vessels serve the same type of customer, have similar operations and maintenance requirements, operate in the same regulatory environment, and are subject to similar economic characteristics. Based on this, the Company has determined that it operates in one reportable segment, the ocean transportation of drybulk cargoes worldwide through the ownership and operation of drybulk carrier vessels. 

Restricted cash

Current and non-current restricted cash includes cash that is restricted pursuant to our credit facilities.  Refer to Note 7 — Debt.  The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the Condensed Consolidated Balance Sheets that sum to the total of the same amounts shown in the Condensed Consolidated Statements of Cash Flows:

	March 31,		December 31,		March 31,		December 31,
	2019		2018		2018		2017
Cash and cash equivalents	$	187,713	$	197,499	$	172,775	$	174,479
Restricted cash - current		4,947		4,947		5,447		7,234
Restricted cash - noncurrent		315		315		22,977		23,233
Cash, cash equivalents and restricted cash	$	192,975	$	202,761	$	201,199	$	204,946

Vessels held for sale

On November 23, 2018, the Company reached an agreement to sell the Genco Vigour, and the relevant vessel assets have been classified as held for sale in the Condensed Consolidated Balance Sheet as of December 31, 2018.  This vessel was sold on January 28, 2019.  Refer to Note 4 — Vessel Acquisitions and Dispositions for further information.

Vessels, net

Vessels, net is 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 capitalizes interest costs for a vessel under construction as a cost that 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 March 31, 2019 and 2018 was $16,488 and $15,673, 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 estimated scrap value of $310 per lightweight ton (“lwt”) times the weight of the ship noted in lwt.  

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. As of March 31, 2019 and December 31, 2018, the Company had an accrual of $640 and $345, respectively, related to these estimated customer claims.

Revenue recognition

Since the Company’s inception, revenues have been generated from time charter agreements, spot market voyage charters, pool agreements and spot market-related 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, including any ballast bonus payments received pursuant to the time charter agreement.  Spot market-related time charters are the same as other time charter agreements, except the time charter rates are variable and are based on a percentage of the average daily rates as published by the Baltic Dry Index (“BDI”).  Voyage revenues also include the sale of bunkers consumed during short-term time charters pursuant to the terms of the time charter agreement.

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 records spot market-related time charter revenues over the term of the charter as service is provided based on the rate determined based on the BDI for each billing period.  As such, the revenue earned by the Company’s vessels that are on spot market-related time charters is subject to fluctuations of the spot market.

The Company has identified that time charter agreements, including fixed rate time charters and spot market-related time charters, contain a lease in accordance with Accounting Standards Codification (“ASC”) 842 — Leases, refer to Note 12 — Voyage Revenue for further discussion.

The Company recognizes revenue for spot market voyage charters ratably over the total transit time of each voyage, which commences at the time the vessel arrives at the loading port and ends at the time the discharge of cargo is completed at the discharge port, in accordance with ASC 606 — Revenue from Contracts with Customers (“ASC 606”).  Refer to Note 12 — Voyage Revenue for further discussion.

At March 31, 2019 and December 31, 2018, the Company did not have any of its vessels in vessel pools.  Under pool arrangements, the vessels operate under a time charter agreement whereby the cost of bunkers and port expenses are borne by the pool and operating costs including crews, maintenance and insurance are typically paid by the owner of the vessel.  Since the members of the pool share in the revenue less voyage expenses generated by the entire group of vessels in the pool, and the pool operates in the spot market, the revenue earned by these vessels is subject to the fluctuations of the spot market.  The Company recognizes revenue from these pool arrangements based on its portion of the net distributions reported by the relevant pool, which represents the net voyage revenue of the pool after voyage expenses and pool manager fees.

Voyage expense recognition

In time charters, spot market-related time charters and pool agreements, operating costs including crews, maintenance and insurance are typically paid by the owner of the vessel and specified voyage costs such as fuel and port charges are paid by the charterer. These expenses are borne by the Company during spot market voyage charters.  As such, there are significantly higher voyage expenses for spot market voyage charters as compared to time charters, spot market-related time charters and pool agreements.  Refer to Note 12 — Voyage Revenue for further discussion of the accounting for fuel expenses for spot market voyage charters.  There are certain other non-specified voyage expenses, such as commissions, which are typically borne by the Company. At the inception of a time charter, the Company records the difference between the cost of bunker fuel delivered by the terminating charterer and the bunker fuel sold to the new charterer as a gain or loss within voyage expenses. Additionally, the Company records lower of cost and net realizable value adjustments to re-value the bunker fuel on a quarterly basis for certain time charter agreements where the inventory is subject to gains and losses.  These differences in bunkers, including any lower of cost and net realizable value adjustments, resulted in a net (loss) gain of ($350) and $855 during the three months ended March 31, 2019 and 2018, respectively.  Additionally, voyage expenses include the cost of bunkers consumed during short-term time charters pursuant to the terms of the time charter agreement. 

Charter hire expenses

During the second quarter of 2018, the Company began chartering-in third-party vessels.  The costs to charter-in these vessels, which primarily include the daily charter hire rate net of commissions or net freight revenue, are recorded as Charter hire expenses.  The company recorded $2,419 of charter hire expenses during the three months ended March 31, 2019.

Impairment of vessel assets

During the three months ended March 31, 2019 and 2018, the Company recorded $0 and $56,402, respectively, related to the impairment of vessel assets in accordance with ASC 360 — “Property, Plant and Equipment” (“ASC 360”). 

On February 27, 2018, the Board of Directors determined to dispose of the Company’s following nine vessels: the Genco Cavalier, the Genco Loire, the Genco Lorraine, the Genco Muse, the Genco Normandy, the Baltic Cougar, the Baltic Jaguar, the Baltic Leopard and the Baltic Panther, at times and on terms to be determined in the future.  Given this decision, and that the estimated future undiscounted cash flows for each of these older vessels did not exceed the net book value for each vessel, we adjusted the values of these older vessels to their respective fair market values during the three months ended March 31, 2018.  This resulted in an impairment loss of $56,402 during the three months ended March 31, 2018.

Gain on sale of vessels

During the three months ended March 31, 2019, the Company recorded a net gain of $611 related to the sale of vessels.  The net gain of $611 recorded during the three months ended March 31, 2019 related primarily to the sale of the Genco Vigour.  There were no vessels sold during the three months ended March 31, 2018.

Recent accounting pronouncements

In August 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2018-13, “Disclosure Framework: Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-03”),” which change the disclosure requirements for fair value measurements by removing, adding, and modifying certain disclosures. This ASU is effective for fiscal years beginning after December 15, 2019, and for interim periods within that year.  Early adoption is permitted for any eliminated or modified disclosures upon issuance of this ASU.  The Company is currently evaluating the impact of this adoption on its consolidated financial statements and related disclosures. 

In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842)” (“ASC 842”), which replaces the existing guidance in ASC 840 – Leases (“ASC 840”).  This ASU requires a dual approach for lessee accounting under which a lessee would account for leases as finance leases or operating leases.  Both finance leases and operating leases will result in the lessee recognizing a right-of-use asset and a corresponding lease liability for leases with lease terms of more than twelve months. For finance leases, the lessee would recognize interest expense and amortization of the right-of-use asset and for operating leases, the lessee would recognize a straight-line total lease expense.  Accounting by lessors will remain largely unchanged from current U.S. GAAP.  The requirements of this standard include an increase in required disclosures.  This ASU was effective for fiscal years beginning after December 15, 2018, and for interim periods within those fiscal years.  Lessees and lessors were required to apply the new standard at the beginning of the earliest period presented in the financial statements in which they first apply the new guidance, using a modified retrospective transition method. The requirements of this standard include a significant increase in required disclosures. In July 2018, the FASB issued ASU No. 2018-11, “Leases (Topic 842): Targeted Improvements” which provides clarifications and improvements to ASC 842, including allowing entities to elect an additional transition method with which to adopt ASC 842.  The approved transition method enables entities to apply the transition requirements at the effective date of ASC 842 (rather than at the beginning of the earliest comparative period presented as currently required) with the effect of the initial application of ASC 842 recognized as a cumulative-effect adjustment to retained earnings in the period of adoption.  As a result, an entity’s reporting for the comparative periods presented in the year of adoption would continue to be in accordance with ASC 840, Lease (Topic 840) (“ASC 840”), including the disclosure requirements of ASC 840.   The Company adopted ASC 842 on January 1, 2019 using this transition method.  

The new guidance provides a number of optional practical expedients in the transition.  The Company has elected the package of practical expedients, which among other things, allows the carryforward of the historical lease classification. Further, upon implementation of the new guidance, the Company has elected the practical expedients to combine lease and non-lease components, and to not recognize right-of-use assets and lease liabilities for short-term leases. Upon adoption of ASC 842 on January 1, 2019, the Company recorded a right-of-use asset of $9,710 and an operating lease liability of $13,095 in the Condensed Consolidated Balance Sheets.  Refer to Note 13 — Leases for further information regarding our operating lease agreement and the effect of the adoption of ASC 842 from a lessee perspective.

Pursuant to ASC 842, the Company has identified revenue from its time charter agreements as lease revenue.  Refer to Note 12— Voyage revenue for additional information regarding the adoption of ASC 842 from a lessor perspective.

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CASH FLOW INFORMATION

3 Months Ended

Mar. 31, 2019

CASH FLOW INFORMATION

CASH FLOW INFORMATION

3 - CASH FLOW INFORMATION

For the three months ended March 31, 2019, the Company had non-cash investing activities not included in the Condensed Consolidated Statement of Cash Flows for items included in Accounts payable and accrued expenses consisting of $306 for the Purchase of vessels, including deposits, $41 for the Net proceeds from sale of vessels and $124 for the Purchase of other fixed assets.  For the three months ended March 31, 2019, the Company had non-cash financing activities not included in the Condensed Consolidated Statement of Cash Flows for items included in Accounts payable and accrued expenses consisting of $20 for the Payment of deferred financing fees.

For the three months ended March 31, 2018 the Company had non-cash investing activities not included in the Condensed Consolidated Statement of Cash Flows for items included in Accounts payable and accrued expenses consisting of $64 for the Purchase of other fixed assets.

During the three months ended March 31, 2019 and 2018, cash paid for interest was $7,760 and $7,530, respectively. 

During the three months ended March 31, 2019 and 2018, there was no cash paid for estimated income taxes.

On March 4, 2019, the Company issued 106,079 restricted stock units and options to purchase 240,540 shares of the Company’s stock at an exercise price of $8.39 to certain individuals. The fair value of these restricted stock units and stock options were $890 and $904, respectively.

On February 27, 2018, the Company issued 37,346 restricted stock units and options to purchase 122,608 shares of the Company’s stock at an exercise price of $13.69 to certain individuals.  The fair value of these restricted stock units and stock options were $512 and $926, respectively. 

Refer to Note 15 — Stock-Based Compensation for further information regarding the aforementioned grants.   

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VESSEL ACQUISITIONS AND DISPOSITIONS

3 Months Ended

Mar. 31, 2019

VESSEL ACQUISITIONS AND DISPOSITIONS

VESSEL ACQUISITIONS AND DISPOSITIONS

4 - VESSEL ACQUISITIONS AND DISPOSITIONS

Vessel Acquisitions

On June 6, 2018, the Company entered into an agreement for the en bloc purchase of four drybulk vessels, including two Capesize drybulk vessels and two Ultramax drybulk vessels for approximately $141,000.  Each vessel was built with a fuel-saving “eco” engine.  The Genco Resolute, a 2015-built Capesize vessel, was delivered on August 14, 2018 and the Genco Endeavour, a 2015-built Capesize vessel, was delivered on August 15, 2018.  The Genco Weatherly, a 2014-built Ultramax vessel, was delivered on July 26, 2018 and the Genco Columbia, a 2016-built Ultramax vessel, was delivered on September 10, 2018. The Company utilized a combination of cash on hand and proceeds from the $108 Million Credit Facility to finance the purchase.

On July 12, 2018, the Company entered into agreements to purchase two 2016-built Capesize drybulk vessels for an aggregate purchase price of $98,000.  The Genco Defender was delivered on September 6, 2018 and the Genco Liberty was delivered on September 11, 2018. The Company utilized a combination of cash on hand and proceeds from the $108 Million Credit Facility to finance the purchase.

Vessel Dispositions

On November 23, 2018, the Company entered into an agreement to sell the Genco Vigour, a 1999-built Panamax vessel, to a third party for $6,550 less a 2.0% broker commission payable to a third party.  The sale was completed on January 28, 2019.  The vessel assets were classified as held for sale in the Condensed Consolidated Balance Sheet as of December 31, 2018.  

On November 21, 2018, the Company entered into an agreement to sell the Genco Knight, a 1999-built Panamax vessel, to a third party for $6,200 less a 3.0% broker commission payable to a third party.  The sale was completed on December 26, 2018.

On November 15, 2018, the Company entered into an agreement to sell the Genco Beauty, a 1999-built Panamax vessel, to a third party for $6,560 less a 3.0% broker commission payable to a third party.  The sale was completed on December 17, 2018.

On October 31, 2018, the Company entered into an agreement to sell the Genco Muse, a 2001-built Handymax vessel, to a third party for $6,660 less a 2.0% broker commission payable to a third party.  The sale was completed on December 5, 2018.

On August 30, 2018, the Company entered into an agreement to sell the Genco Cavalier, a 2007-built Supramax vessel, to a third party for $10,000 less a 2.5% broker commission payable to a third party.  The sale was completed on October 16, 2018.  The Genco Cavalier served as collateral under the $495 Million Credit Facility; therefore, $4,947 of the net proceeds received from the sale will remain classified as restricted cash for 180 days following the sale date which has been reflected as current restricted cash in the Condensed Consolidated Balance Sheets as of March 31, 2019 and December 31, 2018.  That amount can be used towards the financing of a replacement vessel or vessels meeting certain requirements and added as collateral under the facility.  If such a replacement vessel is not added as collateral within such 180 day period, the Company will be required to use the proceeds as a loan prepayment.  On April 15, 2019, the Company utilized these proceeds as a loan prepayment under the $495 Million Credit Facility, refer to Note 17 — Subsequent Events. 

On July 24, 2018, the Company entered into an agreement to sell the Genco Surprise, a 1998-built Panamax vessel, to a third party for $5,300 less a 3.0% broker commission payable to a third party.  On August 7, 2018, the Company completed the sale of the Genco Surprise. 

On June 27, 2018, the Company reached agreements to sell the Genco Explorer and the Genco Progress, both 1999-built Handysize vessels, to a third party for $5,600 each less a 3.0% broker commission payable to a third party.  The sale of the Genco Progress was completed on September 13, 2018 and the sale of the Genco Explorer was completed on November 13, 2018.  

With the exception of the Genco Cavalier, the aforementioned six vessels that were sold during the year ended December 31, 2018 and the Genco Vigour which was sold during the three months ended March 31, 2019 do not serve as collateral under any of the Company’s credit facilities; therefore the Company was not required to pay down any indebtedness with the proceeds from the sales. 

Refer to Note 1 — General Information for a listing of the delivery dates for the vessels in the Company’s fleet.

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NET LOSS PER SHARE

3 Months Ended

Mar. 31, 2019

NET LOSS PER SHARE

NET LOSS PER SHARE

5 - NET LOSS PER SHARE

The computation of basic net loss per share is based on the weighted-average number of common shares outstanding during the reporting period. The computation of diluted net loss per share assumes the vesting of nonvested stock awards and the exercise of stock options (refer to Note 15 — Stock-Based Compensation), for which the assumed proceeds upon vesting are deemed to be the amount of compensation cost attributable to future services and are not yet recognized using the treasury stock method, to the extent dilutive.  There were 242,772 restricted stock units and 496,148 stock options excluded from the computation of diluted net loss per share during the three months ended March 31, 2019 because they were anti-dilutive.  There were 264,367 shares of restricted stock and restricted stock units and 255,608 stock options excluded from the computation of diluted net loss per share during the three months ended March 31, 2018 because they were anti-dilutive.  (refer to Note 15 — Stock-Based Compensation) 

The Company’s diluted net loss per share will also reflect the assumed conversion of the equity warrants issued when the Company emerged from bankruptcy on July 9, 2014 (the “Effective Date”) and MIP Warrants issued by the Company (refer to Note 15 — Stock-Based Compensation) if the impact is dilutive under the treasury stock method.  The equity warrants have a 7-year term that commenced on the day following the Effective Date and are exercisable for one tenth of a share of the Company’s common stock.  There were no unvested MIP Warrants and 3,936,761 equity warrants excluded from the computation of diluted net loss per share during the three months ended March 31, 2019 and 2018 because they were anti-dilutive. 

The components of the denominator for the calculation of basic and diluted net loss per share are as follows:

	For the Three Months Ended
	March 31,
	2019	2018
Common shares outstanding, basic:
Weighted-average common shares outstanding, basic	41,726,106	34,577,990
Common shares outstanding, diluted:
Weighted-average common shares outstanding, basic	41,726,106	34,577,990
Dilutive effect of warrants	—	—
Dilutive effect of stock options	—	—
Dilutive effect of restricted stock awards	—	—
Weighted-average common shares outstanding, diluted	41,726,106	34,577,990

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RELATED PARTY TRANSACTIONS

3 Months Ended

Mar. 31, 2019

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS

6 - RELATED PARTY TRANSACTIONS

During the three months ended March 31, 2019 and 2018, the Company did not identify any related party transactions.  

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DEBT

3 Months Ended

Mar. 31, 2019

DEBT

DEBT

7 – DEBT

Long-term debt, net consists of the following:

	March 31,		December 31,
	2019		2018
Principal amount	$	534,840	$	551,420
Less:  Unamortized debt financing costs		(15,967)		(16,272)
Less: Current portion		(70,351)		(66,320)
Long-term debt, net	$	448,522	$	468,828

	March 31, 2019				December 31, 2018
			Unamortized				Unamortized
			Debt Issuance				Debt Issuance
	Principal		Cost		Principal		Cost
$495 Million Credit Facility	$	430,000	$	14,213	$	445,000	$	14,423
$108 Million Credit Facility		104,840		1,754		106,420		1,849
Total debt	$	534,840	$	15,967	$	551,420	$	16,272

As of March 31, 2019 and December 31, 2018,  $15,967 and $16,272 of deferred financing costs, respectively, were presented as a direct deduction within the outstanding debt balance in the Company’s Condensed Consolidated Balance Sheet. Amortization expense for deferred financing costs was $915 and $573 for the three months ended March 31, 2019 and 2018, respectively. This amortization expense is recorded as a component of Interest expense in the Condensed Consolidated Statements of Operations.

Effective June 5, 2018, the portion of the unamortized deferred financing costs for the $400 Million Credit Facility and 2014 Term Loan Facilities that was identified as a debt modification, rather than an extinguishment of debt, is being amortized over the life of the $495 Million Credit Facility.

$495 Million Credit Facility

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

On February 28, 2019, the Company entered into an Amendment and Restatement Agreement (the “Amendment”) for this credit facility (the “$495 Million Credit Facility”) with Nordea Bank AB (publ), New York Branch  (“Nordea”), as Administrative Agent and Security Agent, the various lenders party thereto, and Nordea, Skandinaviska Enskilda Banken AB (publ), ABN AMRO Capital USA LLC, DVB Bank SE, Crédit Agricole Corporate & Investment Bank, and Danish Ship Finance A/S  as Bookrunners and Mandated Lead Arrangers.  The Amendment provides for an additional tranche up to $35,000 to finance a portion of the acquisitions, installations, and related costs for exhaust gas cleaning systems (or “scrubbers”) for 17 of the Company’s Capesize vessels. 

As of March 31, 2019, there was $35,000 of availability under the $495 Million Credit Facility.  Total debt repayments of $15,000 were made during the three months ended March 31, 2019 under the $495 Million Credit Facility.  There were no debt repayments made under the $495 Million Credit Facility during the three months ended March 31, 2018.  As of March 31, 2019 and December 31, 2018, the total outstanding net debt balance was $415,787 and $430,577, respectively.

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

· The final maturity date is May 31, 2023.

· Borrowings bear interest at London Interbank Offered Rate (“LIBOR”) plus 3.25% through December 31, 2018 and LIBOR plus a range of 3.00% and 3.50% thereafter, dependent upon the Company’s ratio of total net indebtedness to the last twelve months EBITDA.  Scheduled amortization payments are $15,000 per quarter commencing on December 31, 2018, with a final payment of $190,000 due on the maturity date.

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

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

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

· The final maturity date is May 31, 2023.

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

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

· The tranche is subject to equal consecutive quarterly repayments commencing on the last day of the fiscal quarter ending March 31, 2020 in an amount reflecting a repayment profile whereby the loans shall have been repaid after four years calculated from March 31, 2020. Assuming that the full $35,000 is borrowed, each quarterly repayment amount would be equal to $2,500.

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

· Dividends may be paid after December 31, 2018 (or potentially earlier if the Company elects to change the date of its first amortization payment due December 31, 2018 to an earlier date) subject to customary conditions and a limitation of 50% of consolidated net income for the quarter preceding such dividend payment if the collateral maintenance test ratio is 200% or less for such quarter, the full commitment of up to $35,000 for the scrubber tranche is assumed to be drawn.

· Collateral vessels can be sold or disposed of without prepayment of the loan if a replacement vessel or vessels meeting certain requirements are included as collateral within 180 days of such sale or disposition.  In addition:

· we must be in compliance with the collateral maintenance test;

· the replacement vessels must become collateral for the loan; and either

· the replacement vessels must have an equal or greater appraised value that the collateral vessels for which they are substituted, or

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

· Key financial covenants include:

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

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

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

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

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

As of March 31, 2019, the Company was in compliance with all of the financial covenants under the $495 Million Credit Facility.

$108 Million Credit Facility

On August 14, 2018, the Company entered into a five-year senior secured credit facility (the “$108 Million Credit Facility”) with Crédit Agricole Corporate & Investment Bank (“CACIB”), as Structurer and Bookrunner, CACIB and Skandinaviska Enskilda Banken AB (Publ) as Mandate Lead Arrangers, CACIB as Administrative Agent and as Security Agent, and the other lenders party thereto from time to time.  The Company has used proceeds from the $108 Million Credit Facility to finance a portion of the purchase price for the six vessels, including four Capesize Vessels and two Ultramax vessels, which were delivered to the Company during the three months ended September 30, 2018 (refer to Note 4 —  Vessel Acquisitions and Dispositions).  These six vessels also serve as collateral under the $108 Million Credit Facility.  The Company drew down a total of $108,000 during the three months ended September 30, 2018, which represents 45% of the appraised value of the six vessels.

As of March 31, 2019, there was no availability under the $108 Million Credit Facility.  Total debt repayments of $1,580 were made during the three months ended March 31, 2019 under the $108 Million Credit Facility.  There were no debt repayments made during the three months ended March 31, 2018 under the $108 Million Credit Facility.  As of March 31, 2019 and December 31, 2018, the total outstanding net debt balance was $103,086 and $104,571, respectively.

The $108 Million Credit Facility provides for the following key terms:

· The final maturity date of the $108 Million Credit Facility is August 14, 2023.

· Borrowings under the $108 Million Credit Facility bear interest at LIBOR plus 2.50% through September 30, 2019 and LIBOR plus a range of 2.25% to 2.75% thereafter, dependent upon the Company’s ratio of total net indebtedness to the last twelve months EBITDA.

· Scheduled amortization payments under the $108 Million Credit Facility reflect a repayment profile whereby the facility shall have been repaid to nil when the average vessel aged of the collateral vessels reaches 20 years.  Based on this, the required repayments are $1,580 per quarter commencing on December 31, 2018, with a final balloon payment on the maturity date.

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

· Dividends may be paid subject to customary conditions and a limitation of 50% of consolidated net income for the quarter preceding such dividend payment if the collateral maintenance test ratio is 200% or less for such quarter.

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

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

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

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

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

· collateral maintenance, with the aggregate appraised value of collateral vessels to be at least 135% of the principal amount of the loan outstanding under the $108 Million Credit Facility.

As of March 31, 2019, the Company was in compliance with all of the financial covenants under the $108 Million Credit Facility.

$400 Million Credit Facility

On November 10, 2016, the Company entered into a senior secured term loan facility, the $400 Million Credit Facility, in an aggregate principal amount of up to $400,000 with Nordea Bank Finland plc, New York Branch, Skandinaviska Enskilda Banken AB (publ), DVB Bank SE, ABN AMRO Capital USA LLC, Crédit Agricole Corporate and Investment Bank, Deutsche Bank AG Filiale Deutschlandgeschäft, Crédit Industriel et Commercial and BNP Paribas.  On November 15, 2016, the proceeds under the $400 Million Credit Facility were used to refinance six of the Company’s prior credit facilities. The $400 Million Credit Facility was collateralized by 45 of the Company’s vessels and at December 31, 2016, required the Company to sell five remaining unencumbered vessels, which were sold during the year ended December 31, 2017.  On November 14, 2016, the Company borrowed the maximum available amount of $400,000. 

The $400 Million Credit Facility had a maturity date of November 15, 2021, and the principal borrowed under the facility bore interest at the LIBOR for an interest period of three months plus a margin of 3.75%.  The Company had the option to pay 1.50% of such rate in-kind (“PIK interest”) through December 31, 2018, of which was payable on the maturity date of the facility.  The Company opted to make the PIK interest election through September 29, 2017. As of March 31, 2019 and December 31, 2018, the Company did not have any PIK interest recorded.  The $400 Million Credit Facility originally had scheduled amortization payments of (i) $100 per quarter through December 31, 2018, (ii) $7,610 per quarter from March 31, 2019 through December 31, 2020, (iii) $18,571 per quarter from March 31, 2021 through September 30, 2021 and (iv) $282,605 upon final maturity on November 15, 2021, which did not include PIK interest.  Pursuant to the credit facility agreement, upon the payment of any excess cash flow to the lenders (see below), the scheduled repayments were adjusted to reflect the reduction of future amortization amounts.   

There was no collateral maintenance testing for the $400 Million Credit Facility prior to June 30, 2018.  Thereafter, there was to be required collateral maintenance testing with a gradually increasing threshold calculated as the value of the collateral under the facility as a percentage of the loan outstanding as follows: 105% from June 30, 2018 to December 30, 2018, 115% from December 31, 2018 to December 30, 2020 and 135% thereafter. 

The $400 Million Credit Facility required the Company to comply with a number of covenants substantially similar to those in the Company’s other credit facilities, including financial covenants related to debt to total book capitalization, minimum working capital, minimum liquidity, and dividends; collateral maintenance requirements (as described above); and other customary covenants.  The Company was required to maintain a ratio of total indebtedness to total capitalization of not greater than 0.70 to 1.00 at all times.  Minimum working capital as defined in the $400 Million Credit Facility was not to be less than $0 at all times.  The $400 Million Credit Facility had minimum liquidity requirements at all times for all vessels in its fleet of (i) $250 per vessel to and including December 31, 2018, (ii) $400 per vessel from January 1, 2019 to and including December 31, 2019 and (iii) $700 per vessel from January 1, 2020 and thereafter. The Company was prohibited from paying dividends without lender consent through December 31, 2020.  The Company was able establish non-recourse subsidiaries to incur indebtedness or make investments, but it was restricted from incurring indebtedness or making investments (other than through non-recourse subsidiaries).  Excess cash from the collateralized vessels under the $400 Million Credit Facility was subject to a cash sweep.  The cash flow sweep was 100% of excess cash flow through December 31, 2018, 75% through December 31, 2020 and the lesser of 50% of excess cash flow or an amount that would reflect a 15-year average vessel age repayment profile thereafter; provided no prepayment under the cash sweep was required from the first $10,000 in aggregate of the prepayments otherwise required under the cash sweep.  During the three months ended March 31, 2019 and 2018, the Company repaid $0 and $11,334, respectively, for the excess cash flow sweep.

There were no debt repayments made during the three months ended March 31, 2019 and total debt repayments of $11,434 were made during the three months ended March 31, 2018 under the $400 Million Credit Facility. 

On June 5, 2018, the $400 Million Credit Facility was refinanced with the $495 Million Credit Facility; refer to the “$495 Million Credit Facility” section above. 

$98 Million Credit Facility

On November 4, 2015, thirteen of the Company’s wholly-owned subsidiaries entered into a Facility Agreement, by and among such subsidiaries as borrowers (collectively, the “Borrowers”); Genco Holdings Limited, a direct subsidiary of Genco of which the Borrowers are direct subsidiaries (“Holdco”); certain funds managed or advised by Hayfin Capital Management, Breakwater Capital Ltd, or their nominee, as lenders; and Hayfin Services LLP, as agent and security agent (the “$98 Million Credit Facility”).  The Borrowers borrowed the maximum available amount of $98,271 under the facility on November 10, 2015.

Borrowings under the facility were available for working capital purposes.  The facility had a final maturity date of September 30, 2020, and the principal borrowed under the facility bore interest at LIBOR for an interest period of three months plus a margin of 6.125% per annum.  The facility had no fixed amortization payments for the first two years and fixed amortization payments of $2,500 per quarter thereafter.  To the extent the value of the collateral under the facility was 182% or less of the loan amount outstanding, the Borrowers were to prepay the loan from earnings received from operation of the thirteen collateral vessels after deduction of the following amounts:  costs, fees, expenses, interest, and fixed principal repayments under the facility; operating expenses relating to the thirteen vessels; and the Borrowers’ pro rata share of general and administrative expenses based on the number of vessels they owned.

The Facility Agreement required the Borrowers and, in certain cases, the Company and Holdco to comply with a number of covenants substantially similar to those in the other credit facilities of Genco and its subsidiaries, including financial covenants related to maximum leverage, minimum consolidated net worth, minimum liquidity, and dividends; collateral maintenance requirements; and other customary covenants. The Company was prohibited from paying dividends under this facility until December 31, 2018. Following December 31, 2018, the amount of dividends the Company could pay was limited based on the amount of the repayment of at least $25,000 of the loan under such facility, as well as the ratio of the value of vessels and certain other collateral pledged under such facility.  The Facility Agreement included usual and customary events of default and remedies for facilities of this nature.

Borrowings under the facility were secured by first priority mortgage on the vessels owned by the Borrowers, namely the Genco Constantine, the Genco Augustus, the Genco London, the Genco Titus, the Genco Tiberius, the Genco Hadrian, the Genco Knight, the Genco Beauty, the Genco Vigour, the Genco Predator, the Genco Cavalier, the Genco Champion, and the Genco Charger, and related collateral.  Pursuant to the Facility Agreement and a separate Guarantee executed by the Company, the Company and Holdco were acting as guarantors of the obligations of the Borrowers and each other under the Facility Agreement and its related documentation.

On November 15, 2016, the Company entered into an Amending and Restating Agreement, which amended and restated the credit agreements and the guarantee for the $98 Million Credit Facility (the “Restated $98 Million Credit Facility”).  The Restated $98 Million Credit Facility provided for the following: reductions in the minimum liquidity requirements consistent with the $400 Million Credit Facility, except the minimum liquidity amount for the collateral vessels under this facility was $750 per vessel, which was reflected as restricted cash; netting of certain amounts against the measurements of the collateral maintenance covenant, which remained in place with a 140% value to loan threshold; a portion of amounts required to be maintained under the minimum liquidity covenant for this facility may, under certain circumstances, have been used to prepay the facility to maintain compliance with the collateral maintenance covenant; elimination of the original maximum leverage ratio and minimum net worth covenants; and restrictions on incurring indebtedness, making investments (other than through non-recourse subsidiaries) or paying dividends, similar to those provided for in the $400 Million Credit Facility.  The minimum working capital and the total indebtedness to total capitalization were the same as the $400 Million Credit Facility. 

There were no debt repayments made during the three months ended March 31, 2019 and total debt repayments of $2,542 made during the three months ended March 31, 2018 under the $98 Million Credit Facility. 

On June 5, 2018, the $98 Million Credit Facility was refinanced with the $495 Million Credit Facility; refer to the “$495 Million Credit Facility” section above. 

2014 Term Loan Facilities

On October 8, 2014, Baltic Trading and its wholly-owned subsidiaries, Baltic Hornet Limited and Baltic Wasp Limited, each entered into a loan agreement and related documentation for a credit facility in a principal amount of up to $16,800 with ABN AMRO Capital USA LLC and its affiliates (the “2014 Term Loan Facilities”) to partially finance the newbuilding Ultramax vessel that each subsidiary acquired, namely the Baltic Hornet and Baltic Wasp, respectively.  Amounts borrowed under the 2014 Term Loan Facilities were not allowed to be reborrowed.  The 2014 Term Loan Facilities had a ten-year term, and the facility amount was to be the lowest of 60% of the delivered cost per vessel, $16,800 per vessel, and 60% of the fair market value of each vessel at delivery.  The 2014 Term Loan Facilities were insured by the China Export & Credit Insurance Corporation (Sinosure) in order to cover political and commercial risks for 95% of the outstanding principal plus interest, which was recorded in deferred financing fees.  Borrowings under the 2014 Term Loan Facilities bore interest at the three or six-month LIBOR rate plus an applicable margin of 2.50% per annum.  Borrowings were to be repaid in 20 equal consecutive semi-annual installments of 1/24 of the facility amount plus a balloon payment of 1/6 of the facility amount at final maturity.  Principal repayments commenced six months after the actual delivery date for each respective vessel.

Borrowings under the 2014 Term Loan Facilities were secured by liens on the vessels acquired with borrowings under these facilities, namely the Baltic Hornet and Baltic Wasp, and other related assets. The Company guaranteed the obligations of the Baltic Hornet and Baltic Wasp under the 2014 Term Loan Facilities.

On November 15, 2016, the Company entered into Supplemental Agreements with lenders under our 2014 Term Loan Facilities which, among other things, amended the Company’s collateral maintenance covenants under the 2014 Term Loan Facilities to provide that such covenants would not be tested through December 30, 2017 and the minimum collateral value to loan ratio was 100% from December 31, 2017, 105% from June 30, 2018, 115% from December 31, 2018 and 135% from December 31, 2019.  These Supplemental Agreements also provided for certain other amendments to the 2014 Term Loan Facilities, which included reductions in the minimum liquidity requirements consistent with the $400 Million Credit Facility and restrictions on incurring indebtedness, making investments (other than through non-recourse subsidiaries) or paying dividends, similar to the $400 Million Credit Facility. Additionally, the minimum working capital required was the same as under the $400 Million Credit Facility.  Lastly, the maximum leverage requirement was equivalent to the debt to total capitalization requirement in the $400 Million Credit Facility.

There were no debt repayments made during the three months ended March 31, 2019 and total debt repayments of $681 were made during the three months ended March 31, 2018 under the 2014 Term Loan Facilities. 

On June 5, 2018, the 2014 Term Loan Facilities were refinanced with the $495 Million Credit Facility; refer to the “$495 Million Credit Facility” section above. 

Interest rates

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

	For the Three Months Ended
	March 31,
	2019		2018
Effective Interest Rate	5.56	%	5.83	%
Range of Interest Rates (excluding unused commitment fees)	4.99 % to 5.76	%	3.83 % to 8.43	%

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FAIR VALUE OF FINANCIAL INSTRUMENTS

3 Months Ended

Mar. 31, 2019

FAIR VALUE OF FINANCIAL INSTRUMENTS

FAIR VALUE OF FINANCIAL INSTRUMENTS

8 - FAIR VALUE OF FINANCIAL INSTRUMENTS

The fair values and carrying values of the Company’s financial instruments at March 31, 2019 and December 31, 2018 which are required to be disclosed at fair value, but not recorded at fair value, are noted below.

	March 31, 2019				December 31, 2018
	Carrying				Carrying
	Value		Fair Value		Value		Fair Value
Cash and cash equivalents	$	187,713	$	187,713	$	197,499	$	197,499
Restricted cash		5,262		5,262		5,262		5,262
Floating rate debt		534,840		534,840		551,420		551,420

The carrying value of the borrowings under the $495 Million Credit Facility and the $108 Million Credit Facility as of March 31, 2019 and December 31, 2018 approximate their fair value due to the variable interest nature thereof as each of these credit facilities represent floating rate loans.  Refer to Note 7 — Debt for further information regarding the Company’s credit facilities.  The $495 Million Credit Facility was utilized to refinance the $400 Million Credit Facility, $98 Million Credit Facility and 2014 Term Loan Facilities on June 5, 2018 and was subsequently amended on February 28, 2019.  The carrying amounts of the Company’s other financial instruments at March 31, 2019 and December 31, 2018 (principally Due from charterers and Accounts payable and accrued expenses) approximate fair values because of the relatively short maturity of these instruments.

ASC Subtopic 820-10, “Fair Value Measurements & Disclosures” (“ASC 820-10”), applies to all assets and liabilities that are being measured and reported on a fair value basis.  This guidance 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 fair value framework requires the categorization of assets and liabilities into three levels based upon the assumption (inputs) used to price the assets or liabilities. Level 1 provides the most reliable measure of fair value, whereas Level 3 requires significant management judgment. The three levels are defined as follows:

· Level 1—Valuations based on quoted prices in active markets for identical instruments that the Company is able to access. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these instruments does not entail a significant degree of judgment.

· Level 2—Valuations based on quoted prices in active markets for instruments that are similar, or quoted prices in markets that are not active for identical or similar instruments, and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets.

· Level 3—Valuations based on inputs that are unobservable and significant to the overall fair value measurement.

Cash and cash equivalents and restricted cash are considered Level 1 items as they represent liquid assets with short-term maturities. Floating rate debt is considered to be a Level 2 item, as the Company considers the estimate of rates it could obtain for similar debt or based upon transactions amongst third parties. Nonrecurring fair value measurements include vessel impairment assessments completed during the interim period and at year-end as determined based on third-party quotes, which are based on various data points, including comparable sales of similar vessels, which are Level 2 inputs.  During the three months ended March 31, 2018, the vessels assets for nine of the Company’s vessels were written down as part of the impairment recorded during the three months ended March 31, 2018.  There was no vessel impairment recorded during the three months ended March 31, 2019.Refer to “Impairment of vessel assets” section in Note 2 — Summary of Significant Accounting Policies.  The Company did not have any Level 3 financial assets or liabilities as of March 31, 2019 and December 31, 2018.

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PREPAID EXPENSES AND OTHER CURRENT AND ASSETS

3 Months Ended

Mar. 31, 2019

PREPAID EXPENSES AND OTHER CURRENT ASSETS.

PREPAID EXPENSES AND OTHER CURRENT ASSETS

9 - PREPAID EXPENSES AND OTHER CURRENT ASSETS

Prepaid expenses and other current assets consist of the following:

	March 31,		December 31,
	2019		2018
Vessel stores	$	629	$	597
Capitalized contract costs		748		2,289
Prepaid items		4,590		3,426
Insurance receivable		1,239		851
Advance to agents		1,063		1,109
Other		944		2,177
Total prepaid expenses and other current assets	$	9,213	$	10,449

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FIXED ASSETS

3 Months Ended

Mar. 31, 2019

FIXED ASSETS

FIXED ASSETS

10 - FIXED ASSETS

Fixed assets, net consists of the following:

	March 31,		December 31,
	2019		2018
Fixed assets, at cost:
Vessel equipment	$	3,786	$	2,873
Furniture and fixtures		462		462
Leasehold improvements		29		—
Computer equipment		257		236
Total costs		4,534		3,571
Less: accumulated depreciation and amortization		(1,435)		(1,281)
Total fixed assets, net	$	3,099	$	2,290

Depreciation and amortization expense for fixed assets for the three months ended March 31, 2019 and 2018 was $154 and $71, respectively. 

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ACCOUNTS PAYABLE AND ACCRUED EXPENSES

3 Months Ended

Mar. 31, 2019

ACCOUNTS PAYABLE AND ACCRUED EXPENSES.

ACCOUNTS PAYABLE AND ACCRUED EXPENSES

11 - ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses consist of the following:

	March 31,		December 31,
	2019		2018
Accounts payable	$	12,802	$	15,110
Accrued general and administrative expenses		1,434		4,298
Accrued vessel operating expenses		9,901		9,735
Total accounts payable and accrued expenses	$	24,137	$	29,143

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VOYAGE REVENUE

3 Months Ended

Mar. 31, 2019

VOYAGE REVENUE

VOYAGE REVENUE

12 – VOYAGE REVENUE

Total voyage revenue includes revenue earned on fixed rate time charters, spot market voyage charters and spot market-related time charters, as well as the sale of bunkers consumed during short-term time charters.  For the three months ended March 31, 2019 and 2018, the Company earned $93,464 and $76,916 of voyage revenue, respectively.

Revenue for spot market voyage charters is recognized ratably over the total transit time of the voyage which begins when the vessel arrives at the loading port and ends at the time the discharge of cargo is completed at the discharge port in accordance with ASC 606.  Spot market voyage charter agreements do not provide the charterers with substantive decision-making rights to direct how and for what purpose the vessel is used, therefore revenue from spot market voyage charters is not within the scope of ASC 842. Additionally, the Company has identified that the contract fulfillment costs of spot market voyage charters consist primarily of the fuel consumption that is incurred by the Company from the latter of the end of the previous vessel employment and the contract date until the arrival at the loading port in addition to any port expenses incurred prior to arrival at the load port, as well as any charter hire expenses for third-party vessels that are chartered in.  The fuel consumption during this period is capitalized and recorded in Prepaid expenses and other current assets in the Condensed Consolidated Balance Sheet and is amortized ratably over the total transit time of the voyage from arrival at the loading port until the vessel departs from the discharge port and expensed as part of Voyage Expenses.  Refer also to Note 9 — Prepaid Expenses and Other Current Assets.

During time charter agreements, including fixed rate time charters and spot market-related time charters, the charterers have substantive decision-making rights to direct how and for what purpose the vessel is used.  As such, the Company has identified that time charter agreements contain a lease in accordance with ASC 842.  During time charter agreements, the Company is responsible for operating and maintaining the vessels.  These costs are recorded as vessel operating expenses in the Condensed Consolidated Statements of Operation.  The Company has elected the practical expedient that allows the Company to combine lease and non-lease components under ASC 842 as the Company believes (1) the timing and pattern of recognizing revenues for operating the vessel is the same as the timing and pattern of recognizing vessel leasing revenue; and (2) the lease component, if accounted for separately, would be classified as an operating lease. 

Total voyage revenue recognized in the Condensed Consolidated Statements of Operations includes the following:

	For the Three Months Ended
	March 31,
	2019		2018
Lease revenue	$	23,390	$	42,854
Spot market voyage revenue		70,074		34,062
Total voyage revenues	$	93,464	$	76,916

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LEASES

3 Months Ended

Mar. 31, 2019

LEASES

LEASES

13 - LEASES

Effective April 4, 2011, the Company entered into a seven-year sub-sublease agreement for its main office in New York, New York.  The term of the sub-sublease commenced June 1, 2011, with a free base rental period until October 31, 2011. Following the expiration of the free base rental period, the monthly base rental payments were $82 per month until May 31, 2015 and thereafter were $90 per month until the end of the seven-year term.  Pursuant to the sub-sublease agreement, the sublessor was obligated to contribute $472 toward the cost of the Company’s alterations to the sub-subleased office space.  The Company has also entered into a direct lease with the over-landlord of such office space that commenced immediately upon the expiration of such sub-sublease agreement, for a term covering the period from May 1, 2018 to September 30, 2025; the direct lease provided for a free base rental period from May 1, 2018 to September 30, 2018.  Following the expiration of the free base rental period, the monthly base rental payments are $186 per month from October 1, 2018 to April 30, 2023 and $204 per month from May 1, 2023 to September 30, 2025.  For accounting purposes, the sub-sublease agreement and direct lease agreement with the landlord constitute one lease agreement. 

The Company adopted ASC 842 using the transition method on January 1, 2019 (refer to Note 2 — Summary of Significant Accounting Policies) and has identified this lease as an operating lease. Total operating lease cost recorded during the three months ended March 31, 2019 was $452, which was recorded in General and administrative expenses in the Condensed Consolidated Statements of Operation.  Variable rent expense, such as utilities and escalation expenses, are excluded from the determination of the operating lease liability, as the Company has deemed these insignificant.

Supplemental Condensed Consolidated Balance Sheet information related to the Company’s operating leases as of March 31, 2019 are as follows:   

	March 31,
	2019
Operating Lease:
Operating lease right-of-use asset	$	9,425
Current operating lease liabilities	$	1,613
Long-term operating lease liabilities		11,092
Total operating lease liabilities	$	12,705
Weighted average remaining lease term (years)		6.51
Weighted average discount rate		5.15	%

Maturities of operating lease liabilities as of March 31, 2019 are as follows:

	March 31,
	2019
Remainder of 2019	$	1,672
2020		2,230
2021		2,230
2022		2,230
2023		2,378
Thereafter		4,292
Total lease payments		15,032
Less imputed interest		(2,327)
Present value of lease liabilities	$	12,705

Maturities of operating lease liabilities as of December 31, 2018 are as follows:

	December 31,
	2018
2019	$	2,230
2020		2,230
2021		2,230
2022		2,230
2023		2,378
Thereafter		4,292
Total lease payments		15,590

Supplemental Condensed Consolidated Cash Flow information related to leases are as follows:

	For the Three
	Months Ended
	March 31,
	2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating lease	$	557

Under the previous leasing guidance under ASC 840, the Company had deferred rent at December 31, 2018 of $3,468.  Rent expense pertaining to this lease for the three months ended March 31, 2018 under ASC 840 was $452.  

During the second quarter of 2018, the Company began chartering-in third-party vessels.  Under ASC 842, the Company is the lessee in these agreements.   The Company has elected the practical expedient under ASC 842 to not recognize right-of-use assets and lease liabilities for short-term leases.  During the three months ended March 31, 2019, all charter-in agreements for third-party vessels were less than twelve months and considered short-term leases.  Refer to Note 2 — Summary of Significant Accounting Policies for the charter hire expenses recorded during the three months ended March 31, 2019 for these charter-in agreements.

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COMMITMENTS AND CONTINGENCIES

3 Months Ended

Mar. 31, 2019

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES

14 – COMMITMENTS AND CONTINGENCIES

During the second half of 2018, the Company entered into agreements for the purchase of ballast water treatments systems (“BWTS”) for 47 of its vessels.  The cost of these systems will vary based on the size and specifications of each vessel and whether the systems will be installed in China during the vessels’ scheduled drydockings.  Based on the contractual purchase price of the BWTS and the estimated installation fees, the Company estimates the cost of the systems to be approximately $0.8 million for Capesize vessels, $0.5 million for Panamax vessels, $0.5 million for Supramax vessels and $0.5 million for Handysize vessels. These costs will be capitalized and depreciated over the remainder of the life of the vessel.  The Company recorded $2,426 and $1,804 in Vessel assets in the Condensed Consolidated Balance Sheets as of March 31, 2019 and December 31, 2018, respectively.  

On December 21, 2018, the Company entered into agreements to install scrubbers on its 17 Capesize vessels.  The Company anticipates scrubber installation on the 17 Capesize vessels to be completed during 2019 and estimate that the cost of each scrubber, including installation, will be approximately $2.25 million per vessel, which may vary according to the specifications of our vessels and technical aspects of the installation, among other variables.  These costs will be capitalized and depreciated over the remainder of the life of the vessel.  The Company recorded $6,293 and $428 in Vessel assets in the Condensed Consolidated Balance Sheet as of March 31, 2019 and December 31, 2018, respectively.  The Company has entered into an amendment to the $495 Million Credit Facility to provide financing to cover a portion of these expenses, refer to Note 7 — Debt for further information.

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STOCK-BASED COMPENSATION

3 Months Ended

Mar. 31, 2019

STOCK-BASED COMPENSATION

STOCK-BASED COMPENSATION

15 - STOCK-BASED COMPENSATION

2014 Management Incentive Plan

On the Effective Date, pursuant to the Chapter 11 Plan, the Company adopted the Genco Shipping & Trading Limited 2014 Management Incentive Plan (the “MIP”). An aggregate of 966,806 shares of Common Stock were available for award under the MIP.  Awards under the MIP took the form of restricted stock grants and three tiers of MIP Warrants with staggered strike prices based on increasing equity values.  The number of shares of common stock available under the Plan represented approximately 1.8% of the shares of post-emergence Common Stock outstanding as of the Effective Date on a fully-diluted basis. Awards under the MIP were available to eligible employees, non-employee directors and/or officers of the Company and its subsidiaries (collectively, “Eligible Individuals”). Under the MIP, a committee appointed by the Board from time to time (or, in the absence of such a committee, the Board) (in either case, the “Plan Committee”) could grant a variety of stock-based incentive awards, as the Plan Committee deems appropriate, to Eligible Individuals. The MIP Warrants are exercisable on a cashless basis and contain customary anti-dilution protection in the event of any stock split, reverse stock split, stock dividend, reclassification, dividend or other distributions (including, but not limited to, cash dividends), or business combination transaction. 

On August 7, 2014, pursuant to the MIP, certain individuals were granted MIP Warrants whereby each warrant can be converted on a cashless basis for the amount in excess of the respective strike price. The MIP Warrants were issued in three tranches for 238,066,  246,701 and 370,979 shares and have exercise prices of $259.10 (the “$259.10 Warrants”), $287.30 (the “$287.30 Warrants”) and $341.90 (the “$341.90 Warrants”) per whole share, respectively. The fair value of each warrant upon emergence from bankruptcy was $7.22 for the $259.10 Warrants, $6.63 for the $287.30 Warrants and $5.63 for the $341.90 Warrants. The warrant values were based upon a calculation using the Black-Scholes-Merton option pricing formula. This model uses inputs such as the underlying price of the shares issued when the warrant is exercised, volatility, cost of capital interest rate and expected life of the instrument. The Company has determined that the warrants should be classified within Level 3 of the fair value hierarchy by evaluating each input for the Black-Scholes-Merton option pricing formula against the fair value hierarchy criteria and using the lowest level of input as the basis for the fair value classification. The Black-Scholes-Merton option pricing formula used a volatility of 43.91% (representing the six-year volatility of a peer group), a risk-free interest rate of 1.85% and a dividend rate of 0%.  The aggregate fair value of these awards upon emergence from bankruptcy was $54,436. The warrants vested 33.33% on each of the first three anniversaries of the grant date, with accelerated vesting upon a change in control of the Company.

For the three months ended March 31, 2019 and 2018, there was no amortization expense of the fair value of these warrants recorded.  As of March 31, 2019, there was no unamortized stock-based compensation for the warrants and all warrants were vested.

The following table summarizes certain information about the warrants outstanding as of March 31, 2019:

Warrants Outstanding and Unvested,				Warrants Outstanding and Exercisable,
March 31, 2019				March 31, 2019
			Weighted				Weighted
	Weighted		Average		Weighted		Average
	Average		Remaining		Average		Remaining
Number of	Exercise		Contractual	Number of	Exercise		Contractual
Warrants	Price		Life	Warrants	Price		Life
—	$	—	—	8,557,461	$	303.12	1.36

As of March 31, 2019 and December 31, 2018, a total of 8,557,461 of warrants were outstanding. 

2015 Equity Incentive Plan

On June 26, 2015, the Company’s Board of Directors approved the 2015 Equity Incentive Plan for awards with respect to an aggregate of 400,000 shares of common stock (the “2015 Plan”).  Under the 2015 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 the Company’s officers, directors, employees, and consultants.  Awards may consist of stock options, stock appreciation rights, dividend equivalent rights, restricted (nonvested) stock, restricted stock units, and unrestricted stock.  As of March 31, 2019, the Company has awarded restricted stock units, restricted stock and stock options under the 2015 Plan.

On March 23, 2017, the Board of Directors approved an amendment and restatement of the 2015 Plan.  This amendment and restatement increased the number of shares available for awards under the plan from 400,000 to 2,750,000, subject to shareholder approval; set the annual limit for awards to non-employee directors and other individuals as 500,000 and 1,000,000 shares, respectively; and modified the change in control definition.  The Company’s shareholder’s approved the increase in the number of shares at the Company’s 2017 Annual Meeting of Shareholders on May 17, 2017.

Stock Options

On March 23, 2017, the Company issued options to purchase 133,000 of the Company’s shares of common stock to John C. Wobensmith, Chief Executive Officer and President, with an exercise price of $11.13 per share.  One third of the options become exercisable on each of the first three anniversaries of October 15, 2016, with accelerated vesting upon a change in control of the Company, and all unexercised options expire on the sixth anniversary of the grant date.  The fair value of each option was estimated on the date of the grant using the Black-Scholes-Merton pricing formula, resulting in a value of $6.41 per share, or $853 in the aggregate.  The assumptions used in the Black-Scholes-Merton option pricing formula are as follows: volatility of 79.80% (representing a blend of the Company’s historical volatility and a peer-based volatility estimate due to limited trading history since emergence from bankruptcy), a risk-free interest rate of 1.68%, a dividend yield of 0%, and expected life of 3.78 years (determined using the simplified method as outlined in Staff Accounting Bulletin 14 – Share-Based Payment (“SAB Topic 14”) due to lack of historical exercise data). 

On February 27, 2018, the Company issued options to purchase 122,608 of the Company’s shares of common stock to certain individuals with an exercise price of $13.69 per share.  One third of the options become exercisable on each of the first three anniversaries of February 27, 2018, with accelerated vesting that may occur following a change in control of the Company, and all unexercised options expire on the sixth anniversary of the grant date.  The fair value of each option was estimated on the date of the grant using the Black-Scholes-Merton pricing formula, resulting in a value of $7.55 per share, or $926 in the aggregate.  The assumptions used in the Black-Scholes-Merton option pricing formula are as follows: volatility of 71.94% (representing a blend of the Company’s historical volatility and a peer-based volatility estimate due to limited trading history post recapitalization of the Company in November 2016), a risk-free interest rate of 2.53%, a dividend yield of 0%, and expected life of 4.00 years (determined using the simplified method as outlined in SAB Topic 14 due to lack of historical exercise data). 

On March 4, 2019, the Company issued options to purchase 240,540 of the Company’s shares of common stock to certain individuals with an exercise price of $8.39 per share.  One third of the options become exercisable on each of the first three anniversaries of March 4, 2019, with accelerated vesting that may occur following a change in control of the Company, and all unexercised options expire on the sixth anniversary of the grant date.  The fair value of each option was estimated on the date of the grant using the Black-Scholes-Merton pricing formula, resulting in a value of $3.76 per share, or $904 in the aggregate.  The assumptions used in the Black-Scholes-Merton option pricing formula are as follows: volatility of 55.23% (representing the Company’s historical volatility), a risk-free interest rate of 2.49%, a dividend yield of 0%, and expected life of 4.00 years (determined using the simplified method as outlined in SAB Topic 14 due to lack of historical exercise data). 

For the three months ended March 31, 2019 and 2018, the Company recognized amortization expense of the fair value of these options, which is included in General and administrative expenses, as follows:

	For the Three Months Ended
	March 31,
	2019		2018
General and administrative expenses	$	181	$	123

Amortization of the unamortized stock-based compensation balance of $1,259 as of March 31, 2019 is expected to be expensed $669,  $431,  $142 and $17 during the remainder of 2019 and during the years ended December 31, 2020, 2021 and 2022, respectively.  The following table summarizes the unvested option activity for the three months ended March 31, 2019:

	Number of	Average Exercise		Average Fair
	Options	Price		Value
Outstanding at January 1, 2019 - Unvested	166,942	$	13.01	$	7.25
Granted	240,540		8.39		3.76
Exercisable	(40,869)		13.69		7.55
Exercised	—		—		—
Forfeited	—		—		—
Outstanding at March 31, 2019 - Unvested	366,613	$	9.90	$	4.93

The following table summarizes certain information about the options outstanding as of March 31, 2019

		Options Outstanding and Unvested,				Options Outstanding and Exercisable,
		March 31, 2019				March 31, 2019
Weighted					Weighted				Weighted
Average			Weighted		Average		Weighted		Average
Exercise Price of			Average		Remaining		Average		Remaining
Outstanding		Number of	Exercise		Contractual	Number of	Exercise		Contractual
Options		Options	Price		Life	Options	Price		Life
$	10.43	366,613	$	9.90	5.47	129,535	$	11.94	3.27

As of March 31, 2019 and December 31, 2018, a total of 496,148 and 255,608 stock options were outstanding, respectively.

Restricted Stock Units

The Company has issued restricted stock units (“RSUs”) under the 2015 Plan to certain members of the Board of Directors and certain executives and employees of the Company, which represent the right to receive a share of common stock, or in the sole discretion of the Company’s Compensation Committee, the value of a share of common stock on the date that the RSU vests.  As of March 31, 2019 and December 31, 2018, 228,781 and 216,304 shares of the Company’s common stock were outstanding in respect of the RSUs, respectively.  Such shares of common stock will only be issued in respect of vested RSUs issued to directors when the director’s service with the Company as a director terminates.  Such shares of common stock will only be issued to executives and employees when their RSUs vest under the terms of their grant agreements and the amended 2015 Plan described above. 

The RSUs that have been issued to certain members of the Board of Directors generally vest on the date of the annual shareholders meeting of the Company following the date of the grant.  The RSUs that have been issued to other individuals vest ratably on each of the three anniversaries of the determined vesting date.  The table below summarizes the Company’s unvested RSUs for the three months ended March 31, 2019:

		Weighted
	Number of	Average Grant
	RSUs	Date Price
Outstanding at January 1, 2019	149,170	$	12.42
Granted	106,079		8.39
Vested	(12,477)		13.69
Forfeited	—		—
Outstanding at March 31, 2019	242,772	$	10.59

The total fair value of the RSUs that vested during the three months ended March 31, 2019 and 2018 was $107 and $0, respectively. The total fair value is calculated as the number of shares vested during the period multiplied by the fair value on the vesting date.    

The following table summarizes certain information of the RSUs unvested and vested as of March 31, 2019:

Unvested RSUs				Vested RSUs
March 31, 2019				March 31, 2019
			Weighted
	Weighted		Average		Weighted
	Average		Remaining		Average
Number of	Grant Date		Contractual	Number of	Grant Date
RSUs	Price		Life	RSUs	Price
242,772	$	10.59	1.70	306,712	$	11.30

The Company is amortizing these grants over the applicable vesting periods, net of anticipated forfeitures.  As of March 31, 2019, unrecognized compensation cost of $1,294 related to RSUs will be recognized over a weighted-average period of 1.70 years.

For the three months ended March 31, 2019 and 2018, the Company recognized nonvested stock amortization expense for the RSUs, which is included in General and administrative expenses as follows:

	For the Three Months Ended
	March 31,
	2019		2018
General and administrative expenses	$	271	$	366

Restricted Stock

Under the 2015 Plan, grants of restricted common stock issued to executives ordinarily vest ratably on each of the three anniversaries of the determined vesting date.  As of March 31, 2019, all restricted stock awards under the 2015 Plan were vested.

There were no shares that vested under the 2015 Plan during the three months ended March 31, 2019 and 2018.  The total fair value is calculated as the number of shares vested during the period multiplied by the fair value on the vesting date.

For the three months ended March 31, 2019 and 2018, the Company recognized nonvested stock amortization expense for the 2015 Plan restricted shares, which is included in General and administrative expenses, as follows:

	For the Three Months Ended
	March 31,
	2019		2018
General and administrative expenses	$	—	$	3

The Company amortized these grants over the applicable vesting periods, net of anticipated forfeitures.  As of March 31, 2019, there was no unrecognized compensation cost.

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LEGAL PROCEEDINGS

3 Months Ended

Mar. 31, 2019

LEGAL PROCEEDINGS

LEGAL PROCEEDINGS

16 - LEGAL PROCEEDINGS

In April 2015, six class action complaints were filed in the Supreme Court of the State of New York, County of New York.  On May 26, 2015, the six actions were consolidated under the caption In Re Baltic Trading Ltd. Stockholder Litigation, Index No. 651241/2015, and a consolidated class action complaint was filed on June 10, 2015 (the “Consolidated Complaint”).  The Consolidated Complaint was purported to be brought by and on behalf of Baltic Trading’s shareholders and alleges that the then-proposed July 2015 merger did not fairly compensate Baltic Trading’s shareholders and undervalued Baltic Trading.  The Consolidated Complaint named as defendants the Company, Baltic Trading, the individual members of Baltic Trading’s board, and the Company’s merger subsidiary. The claims generally alleged (i) breaches of fiduciary duties of good faith, due care, disclosure to shareholders, and loyalty, including for failing to maximize shareholder value, and (ii) aiding and abetting those breaches. Among other relief, the complaints sought an injunction against the merger, declaratory judgments that the individual defendants breached fiduciary duties, rescission of the merger agreement, and unspecified damages.

On July 9, 2015, plaintiffs in that action moved to enjoin the merger vote, scheduled to take place on July 17, 2015.  The motion to enjoin the vote was denied on July 15, 2015.  Plaintiffs sought an emergency injunction and temporary restraining order from the New York State Appellate Division, First Department the following day, on July 16, 2015.  The Appellate Division denied the request, and the vote, and subsequent merger, proceeded as scheduled on July 17, 2015.  Plaintiffs thereafter withdrew that appeal.

On June 30, 2015, defendants had moved to dismiss the Consolidated Complaint in its entirety.  Plaintiffs subsequently served an Amended Consolidated Complaint, and defendants directed their motion to dismiss to that amended complaint.  The motion to dismiss was granted and the Amended Consolidated Complaint was dismissed with prejudice on August 29, 2016.  By a Decision and Order dated April 26, 2018, the New York State Appellate Division, First Department affirmed the dismissal of the amended complaint.  The time for plaintiffs to file a motion for leave to appeal to the New York State Court of Appeals has expired.

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 effect on the Company, its financial condition, results of operations or cash flows besides those noted above.

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SUBSEQUENT EVENTS

3 Months Ended

Mar. 31, 2019

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

17 – SUBSEQUENT EVENTS

On April 15, 2019, the Company utilized $4,947 of the proceeds from the sale of the Genco Cavalier that was classified as restricted cash as of March 31, 2019 and December 31, 2018 as a loan prepayment under the $495 Million Credit Facility.  Under the terms of the $495 Million Credit Facility, the amount received from the proceeds of the sale of a collateralized vessel can be used towards the financing of a replacement vessel or vessels meeting certain requirements and added as collateral under the facility.  However, since a replacement vessel was not added as collateral within the 180 day period stipulated in the $495 Million Credit Facility, the Company was required to utilize the proceeds as a loan prepayment.  As a result of the prepayment, the scheduled amortization payments were recalculated in accordance with terms of the facility.  As such, for the $460,000 tranche, scheduled amortization payments will be $14,864 per quarter commencing June 30, 2019, with a final payment of $187,601 due on the maturity date. As a result of the loan prepayment, the availability under the $35,000 tranche was reduced to $34,628.  Assuming that the full $34,628 is borrowed, scheduled quarterly repayments would be approximately $2,473 commencing March 31, 2020.  The Current portion of long-term debt in the Condensed Consolidated Balance Sheets as of March 31, 2019 reflects this revised repayment schedule, as well as the early prepayment.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

3 Months Ended

Mar. 31, 2019

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of consolidation

Principles of consolidation

The accompanying condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) which includes the accounts of GS&T and its direct and indirect wholly-owned subsidiaries.  All intercompany accounts and transactions have been eliminated in consolidation.

Basis of presentation

Basis of presentation

The accompanying condensed consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial information and the rules and regulations of the Securities and Exchange Commission (the “SEC”).  In the opinion of management of the Company, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and operating results have been included in the statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted.  These condensed consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s annual report on Form 10-K for the year ended December 31, 2018 (the “2018 10-K”).  The results of operations for the three months ended March 31, 2019 are not necessarily indicative of the operating results to be expected for the year ending December 31, 2019.

The preparation of financial statements in conformity with U.S. GAAP 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 valuations, the valuation of amounts due from charterers, performance claims, residual value of vessels, useful life of vessels and the fair value of derivative instruments, if any.  Actual results could differ from those estimates.

Segment reporting

Segment reporting

The Company reports financial information and evaluates its operations by voyage revenues and not by the length of ship employment for its customers, i.e., spot or time charters.  Each of the Company’s vessels serve the same type of customer, have similar operations and maintenance requirements, operate in the same regulatory environment, and are subject to similar economic characteristics. Based on this, the Company has determined that it operates in one reportable segment, the ocean transportation of drybulk cargoes worldwide through the ownership and operation of drybulk carrier vessels. 

Restricted cash

Restricted cash

Current and non-current restricted cash includes cash that is restricted pursuant to our credit facilities.  Refer to Note 7 — Debt.  The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the Condensed Consolidated Balance Sheets that sum to the total of the same amounts shown in the Condensed Consolidated Statements of Cash Flows:

	March 31,		December 31,		March 31,		December 31,
	2019		2018		2018		2017
Cash and cash equivalents	$	187,713	$	197,499	$	172,775	$	174,479
Restricted cash - current		4,947		4,947		5,447		7,234
Restricted cash - noncurrent		315		315		22,977		23,233
Cash, cash equivalents and restricted cash	$	192,975	$	202,761	$	201,199	$	204,946

Vessels held for sale

Vessels held for sale

On November 23, 2018, the Company reached an agreement to sell the Genco Vigour, and the relevant vessel assets have been classified as held for sale in the Condensed Consolidated Balance Sheet as of December 31, 2018.  This vessel was sold on January 28, 2019.  Refer to Note 4 — Vessel Acquisitions and Dispositions for further information.

Vessels, net

Vessels, net

Vessels, net is 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 capitalizes interest costs for a vessel under construction as a cost that 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 March 31, 2019 and 2018 was $16,488 and $15,673, 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 estimated scrap value of $310 per lightweight ton (“lwt”) times the weight of the ship noted in lwt.

Deferred revenue

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. As of March 31, 2019 and December 31, 2018, the Company had an accrual of $640 and $345, respectively, related to these estimated customer claims.

Revenue recognition

Revenue recognition

Since the Company’s inception, revenues have been generated from time charter agreements, spot market voyage charters, pool agreements and spot market-related 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, including any ballast bonus payments received pursuant to the time charter agreement.  Spot market-related time charters are the same as other time charter agreements, except the time charter rates are variable and are based on a percentage of the average daily rates as published by the Baltic Dry Index (“BDI”).  Voyage revenues also include the sale of bunkers consumed during short-term time charters pursuant to the terms of the time charter agreement.

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 records spot market-related time charter revenues over the term of the charter as service is provided based on the rate determined based on the BDI for each billing period.  As such, the revenue earned by the Company’s vessels that are on spot market-related time charters is subject to fluctuations of the spot market.

The Company has identified that time charter agreements, including fixed rate time charters and spot market-related time charters, contain a lease in accordance with Accounting Standards Codification (“ASC”) 842 — Leases, refer to Note 12 — Voyage Revenue for further discussion.

The Company recognizes revenue for spot market voyage charters ratably over the total transit time of each voyage, which commences at the time the vessel arrives at the loading port and ends at the time the discharge of cargo is completed at the discharge port, in accordance with ASC 606 — Revenue from Contracts with Customers (“ASC 606”).  Refer to Note 12 — Voyage Revenue for further discussion.

At March 31, 2019 and December 31, 2018, the Company did not have any of its vessels in vessel pools.  Under pool arrangements, the vessels operate under a time charter agreement whereby the cost of bunkers and port expenses are borne by the pool and operating costs including crews, maintenance and insurance are typically paid by the owner of the vessel.  Since the members of the pool share in the revenue less voyage expenses generated by the entire group of vessels in the pool, and the pool operates in the spot market, the revenue earned by these vessels is subject to the fluctuations of the spot market.  The Company recognizes revenue from these pool arrangements based on its portion of the net distributions reported by the relevant pool, which represents the net voyage revenue of the pool after voyage expenses and pool manager fees.

Voyage expense recognition

Voyage expense recognition

In time charters, spot market-related time charters and pool agreements, operating costs including crews, maintenance and insurance are typically paid by the owner of the vessel and specified voyage costs such as fuel and port charges are paid by the charterer. These expenses are borne by the Company during spot market voyage charters.  As such, there are significantly higher voyage expenses for spot market voyage charters as compared to time charters, spot market-related time charters and pool agreements.  Refer to Note 12 — Voyage Revenue for further discussion of the accounting for fuel expenses for spot market voyage charters.  There are certain other non-specified voyage expenses, such as commissions, which are typically borne by the Company. At the inception of a time charter, the Company records the difference between the cost of bunker fuel delivered by the terminating charterer and the bunker fuel sold to the new charterer as a gain or loss within voyage expenses. Additionally, the Company records lower of cost and net realizable value adjustments to re-value the bunker fuel on a quarterly basis for certain time charter agreements where the inventory is subject to gains and losses.  These differences in bunkers, including any lower of cost and net realizable value adjustments, resulted in a net (loss) gain of ($350) and $855 during the three months ended March 31, 2019 and 2018, respectively.  Additionally, voyage expenses include the cost of bunkers consumed during short-term time charters pursuant to the terms of the time charter agreement. 

Charter hire expenses

Charter hire expenses

During the second quarter of 2018, the Company began chartering-in third-party vessels.  The costs to charter-in these vessels, which primarily include the daily charter hire rate net of commissions or net freight revenue, are recorded as Charter hire expenses.  The company recorded $2,419 of charter hire expenses during the three months ended March 31, 2019.

Impairment of vessel assets

Impairment of vessel assets

During the three months ended March 31, 2019 and 2018, the Company recorded $0 and $56,402, respectively, related to the impairment of vessel assets in accordance with ASC 360 — “Property, Plant and Equipment” (“ASC 360”). 

On February 27, 2018, the Board of Directors determined to dispose of the Company’s following nine vessels: the Genco Cavalier, the Genco Loire, the Genco Lorraine, the Genco Muse, the Genco Normandy, the Baltic Cougar, the Baltic Jaguar, the Baltic Leopard and the Baltic Panther, at times and on terms to be determined in the future.  Given this decision, and that the estimated future undiscounted cash flows for each of these older vessels did not exceed the net book value for each vessel, we adjusted the values of these older vessels to their respective fair market values during the three months ended March 31, 2018.  This resulted in an impairment loss of $56,402 during the three months ended March 31, 2018.

Gain on sale of vessels

Gain on sale of vessels

During the three months ended March 31, 2019, the Company recorded a net gain of $611 related to the sale of vessels.  The net gain of $611 recorded during the three months ended March 31, 2019 related primarily to the sale of the Genco Vigour.  There were no vessels sold during the three months ended March 31, 2018.

Recent accounting pronouncements

Recent accounting pronouncements

In August 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2018-13, “Disclosure Framework: Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-03”),” which change the disclosure requirements for fair value measurements by removing, adding, and modifying certain disclosures. This ASU is effective for fiscal years beginning after December 15, 2019, and for interim periods within that year.  Early adoption is permitted for any eliminated or modified disclosures upon issuance of this ASU.  The Company is currently evaluating the impact of this adoption on its consolidated financial statements and related disclosures. 

In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842)” (“ASC 842”), which replaces the existing guidance in ASC 840 – Leases (“ASC 840”).  This ASU requires a dual approach for lessee accounting under which a lessee would account for leases as finance leases or operating leases.  Both finance leases and operating leases will result in the lessee recognizing a right-of-use asset and a corresponding lease liability for leases with lease terms of more than twelve months. For finance leases, the lessee would recognize interest expense and amortization of the right-of-use asset and for operating leases, the lessee would recognize a straight-line total lease expense.  Accounting by lessors will remain largely unchanged from current U.S. GAAP.  The requirements of this standard include an increase in required disclosures.  This ASU was effective for fiscal years beginning after December 15, 2018, and for interim periods within those fiscal years.  Lessees and lessors were required to apply the new standard at the beginning of the earliest period presented in the financial statements in which they first apply the new guidance, using a modified retrospective transition method. The requirements of this standard include a significant increase in required disclosures. In July 2018, the FASB issued ASU No. 2018-11, “Leases (Topic 842): Targeted Improvements” which provides clarifications and improvements to ASC 842, including allowing entities to elect an additional transition method with which to adopt ASC 842.  The approved transition method enables entities to apply the transition requirements at the effective date of ASC 842 (rather than at the beginning of the earliest comparative period presented as currently required) with the effect of the initial application of ASC 842 recognized as a cumulative-effect adjustment to retained earnings in the period of adoption.  As a result, an entity’s reporting for the comparative periods presented in the year of adoption would continue to be in accordance with ASC 840, Lease (Topic 840) (“ASC 840”), including the disclosure requirements of ASC 840.   The Company adopted ASC 842 on January 1, 2019 using this transition method.  

The new guidance provides a number of optional practical expedients in the transition.  The Company has elected the package of practical expedients, which among other things, allows the carryforward of the historical lease classification. Further, upon implementation of the new guidance, the Company has elected the practical expedients to combine lease and non-lease components, and to not recognize right-of-use assets and lease liabilities for short-term leases. Upon adoption of ASC 842 on January 1, 2019, the Company recorded a right-of-use asset of $9,710 and an operating lease liability of $13,095 in the Condensed Consolidated Balance Sheets.  Refer to Note 13 — Leases for further information regarding our operating lease agreement and the effect of the adoption of ASC 842 from a lessee perspective.

Pursuant to ASC 842, the Company has identified revenue from its time charter agreements as lease revenue.  Refer to Note 12— Voyage revenue for additional information regarding the adoption of ASC 842 from a lessor perspective.

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GENERAL INFORMATION (Tables)

3 Months Ended

Mar. 31, 2019

GENERAL INFORMATION

Schedule of wholly owned ship-owning subsidiaries

Below is the list of the Company’s wholly owned ship-owning subsidiaries as of March 31, 2019:

Wholly Owned Subsidiaries	Vessel Acquired	Dwt	Delivery Date		Year Built
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 Thunder LLC	Genco Thunder	76,588	9/25/08		2007
Genco Hadrian Limited	Genco Hadrian	169,025	12/29/08		2008
Genco Commodus Limited	Genco Commodus	169,098	7/22/09		2009
Genco Maximus Limited	Genco Maximus	169,025	9/18/09		2009
Genco Claudius Limited	Genco Claudius	169,001	12/30/09		2010
Genco Bay Limited	Genco Bay	34,296	8/24/10		2010
Genco Ocean Limited	Genco Ocean	34,409	7/26/10		2010
Genco Avra Limited	Genco Avra	34,391	5/12/11		2011
Genco Mare Limited	Genco Mare	34,428	7/20/11		2011
Genco Spirit Limited	Genco Spirit	34,432	11/10/11		2011
Genco Aquitaine Limited	Genco Aquitaine	57,981	8/18/10		2009
Genco Ardennes Limited	Genco Ardennes	58,018	8/31/10		2009
Genco Auvergne Limited	Genco Auvergne	58,020	8/16/10		2009
Genco Bourgogne Limited	Genco Bourgogne	58,018	8/24/10		2010
Genco Brittany Limited	Genco Brittany	58,018	9/23/10		2010
Genco Languedoc Limited	Genco Languedoc	58,018	9/29/10		2010
Genco Loire Limited	Genco Loire	53,430	8/4/10		2009
Genco Lorraine Limited	Genco Lorraine	53,417	7/29/10		2009
Genco Normandy Limited	Genco Normandy	53,596	8/10/10		2007
Genco Picardy Limited	Genco Picardy	55,257	8/16/10		2005
Genco Provence Limited	Genco Provence	55,317	8/23/10		2004
Genco Pyrenees Limited	Genco Pyrenees	58,018	8/10/10		2010
Genco Rhone Limited	Genco Rhone	58,018	3/29/11		2011
Genco Weatherly Limited	Genco Weatherly	61,556	7/26/18		2014
Genco Columbia Limited	Genco Columbia	60,294	9/10/18		2016
Genco Endeavour Limited	Genco Endeavour	181,060	8/15/18		2015
Genco Resolute Limited	Genco Resolute	181,060	8/14/18		2015
Genco Defender Limited	Genco Defender	180,021	9/6/18		2016
Genco Liberty Limited	Genco Liberty	180,032	9/11/18		2016
Baltic Lion Limited	Baltic Lion	179,185	4/8/15	(1)	2012
Baltic Tiger Limited	Genco Tiger	179,185	4/8/15	(1)	2011
Baltic Leopard Limited	Baltic Leopard	53,446	4/8/10	(2)	2009
Baltic Panther Limited	Baltic Panther	53,350	4/29/10	(2)	2009
Baltic Cougar Limited	Baltic Cougar	53,432	5/28/10	(2)	2009
Baltic Jaguar Limited	Baltic Jaguar	53,473	5/14/10	(2)	2009
Baltic Bear Limited	Baltic Bear	177,717	5/14/10	(2)	2010
Baltic Wolf Limited	Baltic Wolf	177,752	10/14/10	(2)	2010
Baltic Wind Limited	Baltic Wind	34,408	8/4/10	(2)	2009
Baltic Cove Limited	Baltic Cove	34,403	8/23/10	(2)	2010
Baltic Breeze Limited	Baltic Breeze	34,386	10/12/10	(2)	2010
Baltic Fox Limited	Baltic Fox	31,883	9/6/13	(2)	2010
Baltic Hare Limited	Baltic Hare	31,887	9/5/13	(2)	2009
Baltic Hornet Limited	Baltic Hornet	63,574	10/29/14	(2)	2014
Baltic Wasp Limited	Baltic Wasp	63,389	1/2/15	(2)	2015
Baltic Scorpion Limited	Baltic Scorpion	63,462	8/6/15		2015
Baltic Mantis Limited	Baltic Mantis	63,470	10/9/15		2015

(1) The delivery date for these vessels represents the date that the vessel was purchased from Baltic Trading.

(2) The delivery date for these vessels represents the date that the vessel was delivered to Baltic Trading.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

3 Months Ended

Mar. 31, 2019

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Schedule of restricted cash and cash equivalents

	March 31,		December 31,		March 31,		December 31,
	2019		2018		2018		2017
Cash and cash equivalents	$	187,713	$	197,499	$	172,775	$	174,479
Restricted cash - current		4,947		4,947		5,447		7,234
Restricted cash - noncurrent		315		315		22,977		23,233
Cash, cash equivalents and restricted cash	$	192,975	$	202,761	$	201,199	$	204,946

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NET LOSS PER SHARE (Tables)

3 Months Ended

Mar. 31, 2019

NET LOSS PER SHARE

Components of denominator for calculation of basic and diluted net earning (loss) per share

	For the Three Months Ended
	March 31,
	2019	2018
Common shares outstanding, basic:
Weighted-average common shares outstanding, basic	41,726,106	34,577,990
Common shares outstanding, diluted:
Weighted-average common shares outstanding, basic	41,726,106	34,577,990
Dilutive effect of warrants	—	—
Dilutive effect of stock options	—	—
Dilutive effect of restricted stock awards	—	—
Weighted-average common shares outstanding, diluted	41,726,106	34,577,990

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DEBT (Tables)

3 Months Ended

Mar. 31, 2019

DEBT

Schedule of components of Long-term debt

	March 31,		December 31,
	2019		2018
Principal amount	$	534,840	$	551,420
Less:  Unamortized debt financing costs		(15,967)		(16,272)
Less: Current portion		(70,351)		(66,320)
Long-term debt, net	$	448,522	$	468,828

Schedule of long-term debt

	March 31, 2019				December 31, 2018
			Unamortized				Unamortized
			Debt Issuance				Debt Issuance
	Principal		Cost		Principal		Cost
$495 Million Credit Facility	$	430,000	$	14,213	$	445,000	$	14,423
$108 Million Credit Facility		104,840		1,754		106,420		1,849
Total debt	$	534,840	$	15,967	$	551,420	$	16,272

Schedule of effective interest rate and the range of interest rates on the debt

	For the Three Months Ended
	March 31,
	2019		2018
Effective Interest Rate	5.56	%	5.83	%
Range of Interest Rates (excluding unused commitment fees)	4.99 % to 5.76	%	3.83 % to 8.43	%

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FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables)

3 Months Ended

Mar. 31, 2019

FAIR VALUE OF FINANCIAL INSTRUMENTS

Schedule of fair values and carrying values of the Company's financial instruments

	March 31, 2019				December 31, 2018
	Carrying				Carrying
	Value		Fair Value		Value		Fair Value
Cash and cash equivalents	$	187,713	$	187,713	$	197,499	$	197,499
Restricted cash		5,262		5,262		5,262		5,262
Floating rate debt		534,840		534,840		551,420		551,420

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PREPAID EXPENSES AND OTHER CURRENT ASSETS (Tables)

3 Months Ended

Mar. 31, 2019

PREPAID EXPENSES AND OTHER CURRENT ASSETS.

Schedule of prepaid expenses and other current assets

	March 31,		December 31,
	2019		2018
Vessel stores	$	629	$	597
Capitalized contract costs		748		2,289
Prepaid items		4,590		3,426
Insurance receivable		1,239		851
Advance to agents		1,063		1,109
Other		944		2,177
Total prepaid expenses and other current assets	$	9,213	$	10,449

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FIXED ASSETS (Tables)

3 Months Ended

Mar. 31, 2019

FIXED ASSETS

Schedule of fixed assets

	March 31,		December 31,
	2019		2018
Fixed assets, at cost:
Vessel equipment	$	3,786	$	2,873
Furniture and fixtures		462		462
Leasehold improvements		29		—
Computer equipment		257		236
Total costs		4,534		3,571
Less: accumulated depreciation and amortization		(1,435)		(1,281)
Total fixed assets, net	$	3,099	$	2,290

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ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables)

3 Months Ended

Mar. 31, 2019

ACCOUNTS PAYABLE AND ACCRUED EXPENSES.

Schedule of accounts payable and accrued expenses

	March 31,		December 31,
	2019		2018
Accounts payable	$	12,802	$	15,110
Accrued general and administrative expenses		1,434		4,298
Accrued vessel operating expenses		9,901		9,735
Total accounts payable and accrued expenses	$	24,137	$	29,143

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VOYAGE REVENUE (Tables)

3 Months Ended

Mar. 31, 2019

VOYAGE REVENUE

Schedule of voyage revenue

	For the Three Months Ended
	March 31,
	2019		2018
Lease revenue	$	23,390	$	42,854
Spot market voyage revenue		70,074		34,062
Total voyage revenues	$	93,464	$	76,916

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LEASES (Tables)

3 Months Ended

Mar. 31, 2019

LEASES

Schedule of balance sheet information related to operating leases

	March 31,
	2019
Operating Lease:
Operating lease right-of-use asset	$	9,425
Current operating lease liabilities	$	1,613
Long-term operating lease liabilities		11,092
Total operating lease liabilities	$	12,705
Weighted average remaining lease term (years)		6.51
Weighted average discount rate		5.15	%

Schedule of maturities of operating lease liabilities under ASC 842

	March 31,
	2019
Remainder of 2019	$	1,672
2020		2,230
2021		2,230
2022		2,230
2023		2,378
Thereafter		4,292
Total lease payments		15,032
Less imputed interest		(2,327)
Present value of lease liabilities	$	12,705

Schedule of maturities of operating liabilities under ASU 840

	December 31,
	2018
2019	$	2,230
2020		2,230
2021		2,230
2022		2,230
2023		2,378
Thereafter		4,292
Total lease payments		15,590

Schedule of cash flow information related to operating leases

	For the Three
	Months Ended
	March 31,
	2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating lease	$	557

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STOCK-BASED COMPENSATION (Tables)

3 Months Ended

Mar. 31, 2019

2015 EIP Plan | Stock Options

Stock Awards

Schedule of nonvested stock amortization expense

	For the Three Months Ended
	March 31,
	2019		2018
General and administrative expenses	$	181	$	123

Schedule of stock option activity

	Number of	Average Exercise		Average Fair
	Options	Price		Value
Outstanding at January 1, 2019 - Unvested	166,942	$	13.01	$	7.25
Granted	240,540		8.39		3.76
Exercisable	(40,869)		13.69		7.55
Exercised	—		—		—
Forfeited	—		—		—
Outstanding at March 31, 2019 - Unvested	366,613	$	9.90	$	4.93

The following table summarizes certain information about the options outstanding as of March 31, 2019

		Options Outstanding and Unvested,				Options Outstanding and Exercisable,
		March 31, 2019				March 31, 2019
Weighted					Weighted				Weighted
Average			Weighted		Average		Weighted		Average
Exercise Price of			Average		Remaining		Average		Remaining
Outstanding		Number of	Exercise		Contractual	Number of	Exercise		Contractual
Options		Options	Price		Life	Options	Price		Life
$	10.43	366,613	$	9.90	5.47	129,535	$	11.94	3.27

2015 EIP Plan | Restricted Stock Units

Stock Awards

Schedule of nonvested stock amortization expense

	For the Three Months Ended
	March 31,
	2019		2018
General and administrative expenses	$	271	$	366

Summary of nonvested restricted stock units

		Weighted
	Number of	Average Grant
	RSUs	Date Price
Outstanding at January 1, 2019	149,170	$	12.42
Granted	106,079		8.39
Vested	(12,477)		13.69
Forfeited	—		—
Outstanding at March 31, 2019	242,772	$	10.59

The total fair value of the RSUs that vested during the three months ended March 31, 2019 and 2018 was $107 and $0, respectively. The total fair value is calculated as the number of shares vested during the period multiplied by the fair value on the vesting date.    

The following table summarizes certain information of the RSUs unvested and vested as of March 31, 2019:

Unvested RSUs				Vested RSUs
March 31, 2019				March 31, 2019
			Weighted
	Weighted		Average		Weighted
	Average		Remaining		Average
Number of	Grant Date		Contractual	Number of	Grant Date
RSUs	Price		Life	RSUs	Price
242,772	$	10.59	1.70	306,712	$	11.30

2015 EIP Plan | Restricted Stock

Stock Awards

Schedule of nonvested stock amortization expense

	For the Three Months Ended
	March 31,
	2019		2018
General and administrative expenses	$	—	$	3

Warrants | 2014 MIP Plan

Stock Awards

Summary of warrant activity and warrants outstanding

The following table summarizes certain information about the warrants outstanding as of March 31, 2019:

Warrants Outstanding and Unvested,				Warrants Outstanding and Exercisable,
March 31, 2019				March 31, 2019
			Weighted				Weighted
	Weighted		Average		Weighted		Average
	Average		Remaining		Average		Remaining
Number of	Exercise		Contractual	Number of	Exercise		Contractual
Warrants	Price		Life	Warrants	Price		Life
—	$	—	—	8,557,461	$	303.12	1.36

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GENERAL INFORMATION (Details) - Common Stock $ / shares in Units, $ in Thousands	Jun. 19, 2018 USD ($) $ / shares shares
Summary of Significant Accounting Policies
Issuance of stock (in shares) | shares	7,015,000
Share price (in dollars per share) | $ / shares	$ 16.50
Net proceeds proceeds from issuance of common stock | $	$ 109,648

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GENERAL INFORMATION - Vessel Details (Details)	Mar. 31, 2019 item
Genco Augustus Limited | Genco Augustus
Vessels
Capacity of vessels	180,151
Genco Tiberius Limited | Genco Tiberius
Vessels
Capacity of vessels	175,874
Genco London Limited | Genco London
Vessels
Capacity of vessels	177,833
Genco Titus Limited | Genco Titus
Vessels
Capacity of vessels	177,729
Genco Challenger Limited | Genco Challenger
Vessels
Capacity of vessels	28,428
Genco Charger Limited | Genco Charger
Vessels
Capacity of vessels	28,398
Genco Warrior Limited | Genco Warrior
Vessels
Capacity of vessels	55,435
Genco Predator Limited | Genco Predator
Vessels
Capacity of vessels	55,407
Genco Hunter Limited | Genco Hunter
Vessels
Capacity of vessels	58,729
Genco Champion Limited | Genco Champion
Vessels
Capacity of vessels	28,445
Genco Constantine Limited | Genco Constantine
Vessels
Capacity of vessels	180,183
Genco Raptor LLC | Genco Raptor
Vessels
Capacity of vessels	76,499
Genco Thunder LLC | Genco Thunder
Vessels
Capacity of vessels	76,588
Genco Hadrian Limited | Genco Hadrian
Vessels
Capacity of vessels	169,025
Genco Commodus Limited | Genco Commodus
Vessels
Capacity of vessels	169,098
Genco Maximus Limited | Genco Maximus
Vessels
Capacity of vessels	169,025
Genco Claudius Limited | Genco Claudius
Vessels
Capacity of vessels	169,001
Genco Bay Limited | Genco Bay
Vessels
Capacity of vessels	34,296
Genco Ocean Limited | Genco Ocean
Vessels
Capacity of vessels	34,409
Genco Avra Limited | Genco Avra
Vessels
Capacity of vessels	34,391
Genco Mare Limited | Genco Mare
Vessels
Capacity of vessels	34,428
Genco Spirit Limited | Genco Spirit
Vessels
Capacity of vessels	34,432
Genco Aquitaine Limited | Genco Aquitaine
Vessels
Capacity of vessels	57,981
Genco Ardennes Limited | Genco Ardennes
Vessels
Capacity of vessels	58,018
Genco Auvergne Limited | Genco Auvergne
Vessels
Capacity of vessels	58,020
Genco Bourgogne Limited | Genco Bourgogne
Vessels
Capacity of vessels	58,018
Genco Brittany Limited | Genco Brittany
Vessels
Capacity of vessels	58,018
Genco Languedoc Limited | Genco Languedoc
Vessels
Capacity of vessels	58,018
Genco Loire Limited | Genco Loire
Vessels
Capacity of vessels	53,430
Genco Lorraine Limited | Genco Lorraine
Vessels
Capacity of vessels	53,417
Genco Normandy Limited | Genco Normandy
Vessels
Capacity of vessels	53,596
Genco Picardy Limited | Genco Picardy
Vessels
Capacity of vessels	55,257
Genco Provence Limited | Genco Provence
Vessels
Capacity of vessels	55,317
Genco Pyrenees Limited | Genco Pyrenees
Vessels
Capacity of vessels	58,018
Genco Rhone Limited | Genco Rhone
Vessels
Capacity of vessels	58,018
Genco Weatherly Limited | Genco Weatherly
Vessels
Capacity of vessels	61,556
Genco Columbia Limited | Genco Columbia
Vessels
Capacity of vessels	60,294
Genco Endeavour Limited | Genco Endeavour
Vessels
Capacity of vessels	181,060
Genco Resolute Limited | Genco Resolute
Vessels
Capacity of vessels	181,060
Genco Defender Limited | Genco Defender
Vessels
Capacity of vessels	180,021
Genco Liberty Limited | Genco Liberty
Vessels
Capacity of vessels	180,032
Baltic Lion Limited | Baltic Lion
Vessels
Capacity of vessels	179,185
Baltic Tiger Limited | Genco Tiger
Vessels
Capacity of vessels	179,185
Baltic Leopard Limited | Baltic Leopard
Vessels
Capacity of vessels	53,446
Baltic Panther Limited | Baltic Panther
Vessels
Capacity of vessels	53,350
Baltic Cougar Limited | Baltic Cougar
Vessels
Capacity of vessels	53,432
Baltic Jaguar Limited | Baltic Jaguar
Vessels
Capacity of vessels	53,473
Baltic Bear Limited | Baltic Bear
Vessels
Capacity of vessels	177,717
Baltic Wolf Limited | Baltic Wolf
Vessels
Capacity of vessels	177,752
Baltic Wind Limited | Baltic Wind
Vessels
Capacity of vessels	34,408
Baltic Cove Limited | Baltic Cove
Vessels
Capacity of vessels	34,403
Baltic Breeze Limited | Baltic Breeze
Vessels
Capacity of vessels	34,386
Baltic Fox Limited | Baltic Fox
Vessels
Capacity of vessels	31,883
Baltic Hare Limited | Baltic Hare
Vessels
Capacity of vessels	31,887
Baltic Hornet Limited | Baltic Hornet
Vessels
Capacity of vessels	63,574
Baltic Wasp Limited | Baltic Wasp
Vessels
Capacity of vessels	63,389
Baltic Scorpion Limited | Baltic Scorpion
Vessels
Capacity of vessels	63,462
Baltic Mantis Limited | Baltic Mantis
Vessels
Capacity of vessels	63,470

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Segment (Details)	3 Months Ended
	Mar. 31, 2019 segment
Segment reporting
Number of reportable segments	1

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Restricted Cash (Details) - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018	Mar. 31, 2018	Dec. 31, 2017
Restricted Cash
Cash and cash equivalents	$ 187,713	$ 197,499	$ 172,775	$ 174,479
Restricted cash - current	4,947	4,947	5,447	7,234
Restricted cash - noncurrent	315	315	22,977	23,233
Cash, cash equivalents and restricted cash	$ 192,975	$ 202,761	$ 201,199	$ 204,946

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Vessels, net and Deferred revenue (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2019 USD ($) $ / item	Mar. 31, 2018 USD ($)	Dec. 31, 2018 USD ($)
Vessels, net
Estimated useful life	25 years
Estimated scrap value (in dollars per lightweight ton) | $ / item	310
Depreciation and amortization	$ 18,076	$ 16,886
Accrual related to estimated customer claims	640		$ 345
Vessels
Vessels, net
Depreciation and amortization	$ 16,488	$ 15,673

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Revenue and Voyage Expense (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2019 USD ($) item	Mar. 31, 2018 USD ($)	Dec. 31, 2018 item
Voyage expense recognition
Net (loss) gain on purchase and sale of bunker fuel and net realizable value adjustments	$ (350)	$ 855
Charter hire expenses	$ 2,419
Number of vessels in vessel pools | item	0		0

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Impairment (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2019 USD ($)	Mar. 31, 2018 USD ($)	Feb. 27, 2018 item
Impairment of long-lived assets
Impairment of vessel assets	$ 0	$ 56,402
Genco Cavalier, Genco Loire, Genco Lorraine, Genco Muse, Genco Normandy, Baltic Cougar, Baltic Jaguar, Baltic Leopard and Baltic Panther
Impairment of long-lived assets
Number impaired vessel assets | item			9
Impairment of vessel assets		$ 56,402

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Sale of Vessels (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2019 USD ($)	Mar. 31, 2018 item
Gain on sale of vessels
Gain on sale of vessels	$ 611
Number of vessels sold | item		0
Genco Vigour
Gain on sale of vessels
Gain on sale of vessels	$ 611

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Recent Accounting Pronouncements (Details) - USD ($) $ in Thousands	Mar. 31, 2019	Jan. 01, 2019
Summary of Significant Accounting Policies
Operating Lease, Right-of-use asset	$ 9,425
Operating Lease, Liability	$ 12,705
Adjustment | ASU 2016-02
Summary of Significant Accounting Policies
Operating Lease, Right-of-use asset		$ 9,710
Operating Lease, Liability		$ 13,095

XML

CASH FLOW INFORMATION (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Non-cash investing and financing activities
Cash paid for interest	$ 7,760	$ 7,530
Cash paid for estimated income taxes	0	0
Accounts payable and accrued expenses
Non-cash investing and financing activities
Non-cash investing activities purchase of vessels, including deposits	306
Net proceeds from sale of vessels	41
Non-cash investing activities purchase of other fixed assets	124	$ 64
Non-cash financing activities deferred financing fees	$ 20

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CASH FLOW INFORMATION - Stock-Based Compensation (Details) - 2015 EIP Plan - USD ($) $ / shares in Units, $ in Thousands			3 Months Ended
	Mar. 04, 2019	Feb. 27, 2018	Mar. 31, 2019
Restricted Stock Units
Non-cash investing and financing activities
Granted (in shares)	106,079	37,346	106,079
Aggregate fair value	$ 890	$ 512
Stock Options
Non-cash investing and financing activities
Options to purchase (in shares)	240,540	122,608	240,540
Exercise price	$ 8.39	$ 13.69	$ 8.39
Aggregate fair value	$ 904	$ 926

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VESSEL ACQUISITIONS AND DISPOSITIONS (Details) $ in Thousands									3 Months Ended	12 Months Ended
	Jan. 28, 2019 USD ($)	Dec. 26, 2018 USD ($)	Dec. 17, 2018 USD ($)	Dec. 05, 2018 USD ($)	Nov. 13, 2018 USD ($)	Oct. 16, 2018 USD ($)	Sep. 13, 2018 USD ($)	Aug. 07, 2018 USD ($)	Mar. 31, 2019 USD ($)	Dec. 31, 2018 USD ($) item	Feb. 28, 2019 USD ($)	Sep. 30, 2018 USD ($)	Aug. 14, 2018 USD ($) item	Jul. 12, 2018 USD ($) item	Jun. 06, 2018 USD ($) item	Mar. 31, 2018 USD ($)	Dec. 31, 2017 USD ($)
VESSEL ACQUISITIONS
Restricted cash, current									$ 4,947	$ 4,947						$ 5,447	$ 7,234
Number of vessels sold which did not serve as collateral under credit facilities | item										6
Secured Debt | $495 Million Credit Facility
VESSEL ACQUISITIONS
Face amount of term loan facility									$ 495,000	$ 495,000	$ 495,000
Collateral vessel replacement period									180 days
Secured Debt | $108 Million Credit Facility
VESSEL ACQUISITIONS
Face amount of term loan facility									$ 108,000	108,000		$ 108,000	$ 108,000
Agreement To Purchase Ultramax And Capesize Vessels
VESSEL ACQUISITIONS
Number of vessels committed to be acquired under purchase agreement | item															4
Aggregate purchase price for vessels															$ 141,000
Agreement To Purchase Ultramax And Capesize Vessels | Secured Debt | $108 Million Credit Facility
VESSEL ACQUISITIONS
Number of vessels committed to be acquired under purchase agreement | item													6
Agreement to Purchase Capesize Drybulk Vessels
VESSEL ACQUISITIONS
Number of vessels committed to be acquired under purchase agreement | item														2	2
Aggregate purchase price for vessels														$ 98,000
Agreement to Purchase Capesize Drybulk Vessels | Secured Debt | $108 Million Credit Facility
VESSEL ACQUISITIONS
Number of vessels committed to be acquired under purchase agreement | item													4
Agreement To Purchase Ultramax Drybulk Vessels
VESSEL ACQUISITIONS
Number of vessels committed to be acquired under purchase agreement | item															2
Agreement To Purchase Ultramax Drybulk Vessels | Secured Debt | $108 Million Credit Facility
VESSEL ACQUISITIONS
Number of vessels committed to be acquired under purchase agreement | item													2
Genco Vigour
VESSEL ACQUISITIONS
Sale of assets	$ 6,550
Broker commission (as a percent)	2.00%
Genco Knight
VESSEL ACQUISITIONS
Sale of assets		$ 6,200
Broker commission (as a percent)		3.00%
Genco Beauty
VESSEL ACQUISITIONS
Sale of assets			$ 6,560
Broker commission (as a percent)			3.00%
Genco Muse
VESSEL ACQUISITIONS
Sale of assets				$ 6,660
Broker commission (as a percent)				2.00%
Genco Cavalier
VESSEL ACQUISITIONS
Sale of assets						$ 10,000
Broker commission (as a percent)						2.50%
Genco Cavalier | Secured Debt | $495 Million Credit Facility
VESSEL ACQUISITIONS
Face amount of term loan facility						$ 495,000
Restricted cash, current									$ 4,947	$ 4,947
Period for which sales proceeds from vessels will remain as restricted cash						180 days
Collateral vessel replacement period						180 days
Genco Surprise
VESSEL ACQUISITIONS
Sale of assets								$ 5,300
Broker commission (as a percent)								3.00%
Genco Progress
VESSEL ACQUISITIONS
Sale of assets							$ 5,600
Broker commission (as a percent)							3.00%
Genco Explorer
VESSEL ACQUISITIONS
Sale of assets					$ 5,600
Broker commission (as a percent)					3.00%

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NET LOSS PER SHARE (Details) - shares		3 Months Ended
	Jul. 10, 2014	Mar. 31, 2019	Mar. 31, 2018
Common shares outstanding, basic:
Weighted average common shares outstanding - basic (in shares)		41,726,106	34,577,990
Common shares outstanding, diluted:
Weighted average common shares outstanding - basic (in shares)		41,726,106	34,577,990
Weighted-average common shares outstanding, diluted (in shares)		41,726,106	34,577,990
Restricted Stock and Restricted Stock Units
Anti-dilutive shares (in shares)		242,772	264,367
Stock Options
Anti-dilutive shares (in shares)		496,148	255,608
MIP Warrants
Anti-dilutive shares (in shares)		0	0
Equity Warrants
Anti-dilutive shares (in shares)		3,936,761	3,936,761
Equity Warrants
Equity warrant term	7 years
Number of shares of new stock in which each warrant or right can be converted	0.10

XML

RELATED PARTY TRANSACTIONS (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
RELATED PARTY TRANSACTIONS
Related party transactions	$ 0	$ 0

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DEBT - Components of Long-term Debt (Details) - USD ($) $ in Thousands	Mar. 31, 2019	Feb. 28, 2019	Dec. 31, 2018	Sep. 30, 2018	Aug. 14, 2018
Line of Credit Facility
Principal amount	$ 534,840		$ 551,420
Less: Unamortized debt financing costs	(15,967)		(16,272)
Less: Current portion	(70,351)		(66,320)
Long-term debt, net	448,522		468,828
Secured Debt | $495 Million Credit Facility
Line of Credit Facility
Principal amount	430,000		445,000
Less: Unamortized debt financing costs	(14,213)		(14,423)
Maximum borrowing capacity	495,000	$ 495,000	495,000
Secured Debt | $108 Million Credit Facility
Line of Credit Facility
Principal amount	104,840		106,420
Less: Unamortized debt financing costs	(1,754)		(1,849)
Maximum borrowing capacity	$ 108,000		$ 108,000	$ 108,000	$ 108,000

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DEBT - Expenses (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018	Dec. 31, 2018
Line of Credit Facility
Deferred financing costs, noncurrent	$ 15,967		$ 16,272
Amortization of deferred financing costs	915	$ 573
Interest Expense
Line of Credit Facility
Amortization of deferred financing costs	$ 915	$ 573

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DEBT - $495 Million Credit Facility (Details) - Secured Debt $ in Thousands				3 Months Ended
	Feb. 28, 2019 USD ($) item	Jun. 05, 2018 USD ($)	May 31, 2018 USD ($) item	Mar. 31, 2019 USD ($) item	Mar. 31, 2018 USD ($)	Dec. 31, 2018 USD ($)
$495 Million Credit Facility
Line of Credit Facility
Maximum borrowing capacity	$ 495,000			$ 495,000		$ 495,000
Number of oldest vessels identified for sale for which debt will be paid down | item				7
Remaining borrowing capacity				$ 0
Repayment of secured debt				15,000	$ 0
Long-term debt				$ 415,787		$ 430,577
Percentage limit of consolidated net income for which dividends can be paid				50.00%
Collateral vessel replacement period				180 days
Key covenant - Unrestricted cash and cash equivalents minimum				$ 30,000
Key covenant – Percentage of unrestricted cash to total indebtedness				7.50%
Minimum restricted cash required				$ 0
Minimum working capital required				$ 0
Maximum total indebtedness to total capitalization (as a ratio)				0.70
Key covenant – Minimum time charters period				24 months
$460 Million Credit Facility
Line of Credit Facility
Term of facilities			5 years
Maximum borrowing capacity			$ 460,000
Proceeds from credit facility		$ 460,000
Number of oldest vessels identified for sale for which debt will be paid down | item			7
Repaid value of loan when certain debt terms are met			$ 0
Average age of collateral vessels for repayment of loan			17 years
$460 Million Credit Facility | Period after December 31, 2018
Line of Credit Facility
Amount of periodic payment			$ 15,000
$460 Million Credit Facility | Period upon final maturity on May 31, 2023
Line of Credit Facility
Final payment amount			$ 190,000
$460 Million Credit Facility | LIBOR | Through December 31, 2018
Line of Credit Facility
Applicable margin over reference rate (as a percent)			3.25%
$35,000 Scrubber Tranche
Line of Credit Facility
Maximum borrowing capacity	$ 35,000			$ 35,000
Number of Capesize vessels for which the scrubber installation will be financed | item	17
Percentage of scrubber costs to be financed	90.00%
$35,000 Scrubber Tranche | Period To March 30, 2020
Line of Credit Facility
Minimum amount required per borrowing	$ 5,000
$35,000 Scrubber Tranche | Through September 30, 2019
Line of Credit Facility
Applicable margin over reference rate (as a percent)	2.50%
$35,000 Scrubber Tranche | Period After March 31, 2020
Line of Credit Facility
Term of facilities	4 years
Amount of periodic payment	$ 2,500
Minimum | $495 Million Credit Facility
Line of Credit Facility
Collateral security maintenance test (as a percent)				135.00%
Minimum | $460 Million Credit Facility | LIBOR | Period after December 31, 2018
Line of Credit Facility
Applicable margin over reference rate (as a percent)			3.00%
Minimum | $35,000 Scrubber Tranche | Period After September 30, 2019
Line of Credit Facility
Applicable margin over reference rate (as a percent)	2.25%
Maximum | $495 Million Credit Facility
Line of Credit Facility
Collateral security maintenance test (as a percent)				200.00%
Maximum | $460 Million Credit Facility | LIBOR | Period after December 31, 2018
Line of Credit Facility
Applicable margin over reference rate (as a percent)			3.50%
Maximum | $35,000 Scrubber Tranche | Period After September 30, 2019
Line of Credit Facility
Applicable margin over reference rate (as a percent)	2.75%

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DEBT - $108 Million Credit Facility (Details) $ in Thousands		3 Months Ended
	Aug. 14, 2018 USD ($) item	Mar. 31, 2019 USD ($)	Sep. 30, 2018 USD ($)	Mar. 31, 2018 USD ($)	Dec. 31, 2018 USD ($)	Jul. 12, 2018 item	Jun. 06, 2018 item
Agreement To Purchase Ultramax And Capesize Vessels
Line of Credit Facility
Number of vessels committed to be acquired under purchase agreement | item							4
Agreement to Purchase Capesize Drybulk Vessels
Line of Credit Facility
Number of vessels committed to be acquired under purchase agreement | item						2	2
Agreement To Purchase Ultramax Drybulk Vessels
Line of Credit Facility
Number of vessels committed to be acquired under purchase agreement | item							2
Secured Debt | $108 Million Credit Facility
Line of Credit Facility
Term of facilities	5 years
Maximum borrowing capacity	$ 108,000	$ 108,000	$ 108,000		$ 108,000
Proceeds from credit facility			$ 108,000
Maximum facility amount of fair market value of aggregate vessels at delivery (as a percent)			45.00%
Remaining borrowing capacity		0
Repayment of secured debt		1,580		$ 0
Long-term debt		$ 103,086			$ 104,571
Repaid value of loan when certain debt terms are met	$ 0
Average age of collateral vessels for repayment of loan	20 years
Amount of repayment per quarter	$ 1,580
Percentage limit of consolidated net income for which dividends can be paid	50.00%
Key covenant - Unrestricted cash and cash equivalents minimum	$ 30,000
Key covenant – Percentage of unrestricted cash to total indebtedness	7.50%
Minimum working capital required	$ 0
Maximum total indebtedness to total capitalization (as a ratio)	0.70
Secured Debt | $108 Million Credit Facility | LIBOR | Through September 30, 2019
Line of Credit Facility
Applicable margin over reference rate (as a percent)	2.50%
Secured Debt | $108 Million Credit Facility | Agreement To Purchase Ultramax And Capesize Vessels
Line of Credit Facility
Number of vessels committed to be acquired under purchase agreement | item	6
Secured Debt | $108 Million Credit Facility | Agreement to Purchase Capesize Drybulk Vessels
Line of Credit Facility
Number of vessels committed to be acquired under purchase agreement | item	4
Secured Debt | $108 Million Credit Facility | Agreement To Purchase Ultramax Drybulk Vessels
Line of Credit Facility
Number of vessels committed to be acquired under purchase agreement | item	2
Secured Debt | Minimum | $108 Million Credit Facility
Line of Credit Facility
Collateral security maintenance test (as a percent)	135.00%
Secured Debt | Minimum | $108 Million Credit Facility | LIBOR | Period After September 30, 2019
Line of Credit Facility
Applicable margin over reference rate (as a percent)	2.25%
Secured Debt | Maximum | $108 Million Credit Facility
Line of Credit Facility
Collateral security maintenance test (as a percent)	200.00%
Secured Debt | Maximum | $108 Million Credit Facility | LIBOR | Period After September 30, 2019
Line of Credit Facility
Applicable margin over reference rate (as a percent)	2.75%

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DEBT - $400 Million Credit Facility (Details) $ in Thousands				3 Months Ended		12 Months Ended
	Nov. 15, 2016 item	Nov. 14, 2016 USD ($)	Nov. 10, 2016 USD ($) item	Mar. 31, 2019 USD ($)	Mar. 31, 2018 USD ($) item	Dec. 31, 2017 USD ($) item	Dec. 31, 2018 USD ($)
Line of Credit Facility
Number of vessels sold | item					0
Restricted cash, non-current				$ 315	$ 22,977	$ 23,233	$ 315
Secured Debt | $400 Million Credit Facility
Line of Credit Facility
Maximum borrowing capacity			$ 400,000		400,000
Number of prior credit facilities refinanced | item	6
Number of vessels mortgaged | item			45
Number of vessels sold | item						5
Drawdowns during the period		$ 400,000
PIK interest				0			$ 0
PIK interest (as a percent)			1.50%
Maximum total indebtedness to total capitalization (as a ratio)			0.70
Minimum working capital required			$ 0
Repayments for the excess cash flow sweep				0	11,334
Repayment of secured debt				$ 0	$ 11,434
Secured Debt | $400 Million Credit Facility | Through December 31, 2018
Line of Credit Facility
Amortization payments per quarter			100
Minimum cash balance required per vessel owned			$ 250
Cash flow sweep (as a percent)			100.00%
Secured Debt | $400 Million Credit Facility | From March 31, 2019 through December 31, 2020
Line of Credit Facility
Amortization payments per quarter			$ 7,610
Secured Debt | $400 Million Credit Facility | From March 31, 2021 through September 30, 2021
Line of Credit Facility
Amortization payments per quarter			18,571
Secured Debt | $400 Million Credit Facility | Period Upon Final Maturity On November 15 2021
Line of Credit Facility
Amortization payments per quarter			$ 282,605
Secured Debt | $400 Million Credit Facility | From June 30, 2018 to December 30, 2018
Line of Credit Facility
Collateral security maintenance test (as a percent)			105.00%
Secured Debt | $400 Million Credit Facility | From December 31, 2018 to December 30, 2020
Line of Credit Facility
Collateral security maintenance test (as a percent)			115.00%
Cash flow sweep (as a percent)			75.00%
Prepayment under cash sweep required			$ 0
Threshold initial aggregate prepayments limit for prepayment under cash sweep			$ 10,000
Secured Debt | $400 Million Credit Facility | After December 30, 2020
Line of Credit Facility
Collateral security maintenance test (as a percent)			135.00%
Secured Debt | $400 Million Credit Facility | After December 31, 2020
Line of Credit Facility
Cash flow sweep option one (as a percent)			50.00%
Vessel age repayment period			15 years
Secured Debt | $400 Million Credit Facility | From January 1, 2019 To December 31, 2019
Line of Credit Facility
Minimum cash balance required per vessel owned			$ 400
Secured Debt | $400 Million Credit Facility | After January 1, 2020
Line of Credit Facility
Minimum cash balance required per vessel owned			$ 700
Secured Debt | $400 Million Credit Facility | LIBOR
Line of Credit Facility
Reference rate			three-month LIBOR
Applicable margin over reference rate (as a percent)			3.75%

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DEBT - $98M Credit Facility (Details) $ in Thousands			3 Months Ended
	Nov. 10, 2015 USD ($)	Nov. 04, 2015 USD ($) subsidiary item	Mar. 31, 2019 USD ($)	Mar. 31, 2018 USD ($)	Dec. 31, 2018 USD ($)	Dec. 31, 2017 USD ($)	Nov. 15, 2016 USD ($)
Line of Credit Facility
Restricted cash, current			$ 4,947	$ 5,447	$ 4,947	$ 7,234
Restricted cash, non-current			315	22,977	$ 315	$ 23,233
Line of Credit Facility | $98 Million Credit Facility
Line of Credit Facility
Number of wholly owned subsidiaries | subsidiary		13
Maximum borrowing capacity		$ 98,000		98,000
Drawdowns during the period	$ 98,271
Repayment of line of credit facility			$ 0	$ 2,542
Fixed amortization payment for the first two years		$ 0
Period without fixed amortization schedule		2 years
Amount of periodic payment		$ 2,500
Maximum collateral required for prepayment of loan (as a percent)		182.00%
Number of collateral vessels | item		13
Minimum cash required to be maintained by each collateralized vessel							$ 750
Collateral security maintenance test (as a percent)							140.00%
Line of Credit Facility | $98 Million Credit Facility | LIBOR
Line of Credit Facility
Reference rate		three-month LIBOR
Applicable margin over reference rate for interest payable		6.125%
Line of Credit Facility | $98 Million Credit Facility | Minimum
Line of Credit Facility
Loan repayment requirement to have the ability to pay dividends after December 31, 2018		$ 25,000

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DEBT - 2014 Term Loan (Details) - Secured Debt - 2014 Term Loan Facilities $ in Thousands		3 Months Ended
	Oct. 08, 2014 USD ($) installment	Mar. 31, 2019 USD ($)	Mar. 31, 2018 USD ($)	Nov. 15, 2016
Line of Credit Facility
Term of facilities	10 years
Maximum facility amount of delivered cost per vessel (as a percent)	60.00%
Maximum facility amount of delivered cost per vessel	$ 16,800
Maximum facility amount of fair market value per vessel at delivery (as a percent)	60.00%
Percentage of outstanding principal plus interest insured	95.00%
Number of semi-annual installments in which the credit facility is to be repaid | installment	20
Amount due per installment (as a percent)	4.16%
Balloon payment of facility amount due at maturity (as a percent)	16.67%
Repayment of secured debt		$ 0	$ 681
LIBOR
Line of Credit Facility
Reference rate	three or six-month LIBOR
Applicable margin over reference rate (as a percent)	2.50%
Baltic Hornet
Line of Credit Facility
Maximum borrowing capacity	$ 16,800
Period after latest vessel delivery date for first periodic repayment	6 months
Baltic Wasp
Line of Credit Facility
Maximum borrowing capacity	$ 16,800
Period after latest vessel delivery date for first periodic repayment	6 months
From December 31, 2017 To June 29, 2018
Line of Credit Facility
Collateral security maintenance test (as a percent)				100.00%
From June 30, 2018 to December 30, 2018
Line of Credit Facility
Collateral security maintenance test (as a percent)				105.00%
From December 31, 2018 To December 30, 2019
Line of Credit Facility
Collateral security maintenance test (as a percent)				115.00%
From December 31, 2019 To End Date of Facilities
Line of Credit Facility
Collateral security maintenance test (as a percent)				135.00%

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DEBT - Interest Rates (Details)	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Interest rates on debt
Effective Interest Rate (as a percent)	5.56%	5.83%
Minimum
Interest rates on debt
Range of interest rates (excluding unused commitment fees)	4.99%	3.83%
Maximum
Interest rates on debt
Range of interest rates (excluding unused commitment fees)	5.76%	8.43%

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FAIR VALUE OF FINANCIAL INSTRUMENTS - RECURRING (Details) - USD ($) $ in Thousands	Mar. 31, 2019	Feb. 28, 2019	Dec. 31, 2018	Sep. 30, 2018	Aug. 14, 2018	Mar. 31, 2018	Nov. 10, 2016	Nov. 04, 2015
Fair value of financial instruments
Floating rate debt	$ 534,840		$ 551,420
Secured Debt | $495 Million Credit Facility
Fair value of financial instruments
Floating rate debt	430,000		445,000
Face amount of term loan facility	495,000	$ 495,000	495,000
Secured Debt | $108 Million Credit Facility
Fair value of financial instruments
Floating rate debt	104,840		106,420
Face amount of term loan facility	108,000		108,000	$ 108,000	$ 108,000
Secured Debt | $400 Million Credit Facility
Fair value of financial instruments
Face amount of term loan facility						$ 400,000	$ 400,000
Line of Credit Facility | $98 Million Credit Facility
Fair value of financial instruments
Face amount of term loan facility						$ 98,000		$ 98,000
Carrying Value
Fair value of financial instruments
Cash and cash equivalents	187,713		197,499
Restricted cash	5,262		5,262
Floating rate debt	534,840		551,420
Fair value
Fair value of financial instruments
Cash and cash equivalents	187,713		197,499
Restricted cash	5,262		5,262
Floating rate debt	$ 534,840		$ 551,420

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FAIR VALUE OF FINANCIAL INSTRUMENTS - NONRECURRING (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2019 USD ($)	Mar. 31, 2018 USD ($) item
Fair value of financial instruments
Impairment of vessel assets	$ 0	$ 56,402
Fair Value, Measurements, Nonrecurring
Fair value of financial instruments
Number of vessels written down as part of impairment | item		9
Fair Value, Measurements, Nonrecurring | Level 3
Fair value of financial instruments
Impairment of vessel assets	$ 0

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PREPAID EXPENSES AND OTHER CURRENT ASSETS (Details) - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
PREPAID EXPENSES AND OTHER CURRENT ASSETS.
Vessel Stores	$ 629	$ 597
Capitalized contract costs	748	2,289
Prepaid items	4,590	3,426
Insurance receivable	1,239	851
Advance to agents	1,063	1,109
Other	944	2,177
Total prepaid expenses and other current assets	$ 9,213	$ 10,449

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FIXED ASSETS (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018	Dec. 31, 2018
FIXED ASSETS
Total costs	$ 4,534		$ 3,571
Less: accumulated depreciation and amortization	(1,435)		(1,281)
Total fixed assets, net	3,099		2,290
Depreciation and amortization	18,076	$ 16,886
Detail of Fixed Assets, Excluding Vessels
FIXED ASSETS
Depreciation and amortization	154	$ 71
Vessel equipment
FIXED ASSETS
Total costs	3,786		2,873
Furniture and fixtures
FIXED ASSETS
Total costs	462		462
Leasehold improvements
FIXED ASSETS
Total costs	29
Computer equipment
FIXED ASSETS
Total costs	$ 257		$ 236

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ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details) - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
ACCOUNTS PAYABLE AND ACCRUED EXPENSES.
Accounts payable	$ 12,802	$ 15,110
Accrued general and administrative expenses	1,434	4,298
Accrued vessel operating expenses	9,901	9,735
Total accounts payable and accrued expenses	$ 24,137	$ 29,143

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VOYAGE REVENUE (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Income statement
Lease revenue	$ 23,390	$ 42,854
Spot market voyage revenue	70,074	34,062
Total voyage revenues	93,464	76,916
Voyage
Income statement
Total voyage revenues	$ 93,464	$ 76,916

XML

LEASES - Narrative (Details) - USD ($) $ in Thousands		3 Months Ended
	Apr. 04, 2011	Mar. 31, 2019
Leases
Total lease cost		$ 452
Lease agreement entered into April 2011
Leases
Lease term	7 years
Obligation of sublessor towards the cost of alterations of office space	$ 472
Lease agreement entered into April 2011 | Period from October 1, 2018 to April 30, 2023
Leases
Monthly rental payment		186
Lease agreement entered into April 2011 | Period from May 1, 2023 to September 30, 2025
Leases
Monthly rental payment		$ 204
Sub Sublease Agreement | Period November 1, 2011 until May 31, 2015
Leases
Monthly rental payment	82
Sub Sublease Agreement | Period after May 31, 2015 until April 30, 2018
Leases
Monthly rental payment	$ 90

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LEASES - Balance Sheet Information (Details) $ in Thousands	Mar. 31, 2019 USD ($)
Operating lease
Operating lease right-of-use asset	$ 9,425
Current operating lease liabilities	1,613
Long-term operating lease obligations	11,092
Total operating lease liabilities	$ 12,705
Weighted average remaining lease term (years)	6 years 6 months 4 days
Weighted average discount rate	5.15%

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LEASES - Operating Lease Liabilities (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018	Dec. 31, 2018
Operating Lease Liabilities - ASC 842
Remainder of 2019	$ 1,672
2020	2,230
2021	2,230
2022	2,230
2023	2,378
Thereafter	4,292
Total lease payments	15,032
Less: Imputed interest	(2,327)
Total operating lease liabilities	12,705
Operating cash flow payments	$ 557
Operating Lease Liabilities - ASC 840
2019			$ 2,230
2020			2,230
2021			2,230
2022			2,230
2023			2,378
Thereafter			4,292
Total lease payments			15,590
Deferred rent			$ 3,468
Rent expense		$ 452

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COMMITMENTS AND CONTINGENCIES (Details) $ in Thousands		6 Months Ended
	Dec. 21, 2018 USD ($) item	Dec. 31, 2018 USD ($) item	Mar. 31, 2019 USD ($)	Feb. 28, 2019 USD ($)
Purchase commitment
Vessel assets		$ 1,344,870	$ 1,335,048
Secured Debt | $495 Million Credit Facility
Purchase commitment
Maximum borrowing capacity		$ 495,000	495,000	$ 495,000
Purchase Agreements for BWTS
Purchase commitment
Number of vessels to receive ballast water treatments systems | item		47
Vessel assets		$ 1,804	2,426
Purchase Agreement of BWTS for Capesize Vessels
Purchase commitment
BWTS purchase price		800
Purchase Agreement of BWTS for Panamax Vessels
Purchase commitment
BWTS purchase price		500
Purchase Agreement of BWTS for Supramax Vessels
Purchase commitment
BWTS purchase price		500
Purchase Agreement of BWTS for Handysize Vessels
Purchase commitment
BWTS purchase price		500
Scrubber Installation Agreements
Purchase commitment
Number of Capesize vessels to receive scrubber installations | item	17
Cost of scrubber installation per vessel	$ 2,250
Vessel assets		$ 428	$ 6,293

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STOCK-BASED COMPENSATION - 2014 MIP (Details) - 2014 MIP Plan $ / shares in Units, $ in Thousands			3 Months Ended
	Aug. 07, 2014 USD ($) item $ / shares shares	Jul. 09, 2014 item shares	Mar. 31, 2019 USD ($) $ / shares shares	Mar. 31, 2018 USD ($)	Dec. 31, 2018 shares
Stock Awards
Aggregate number of shares of common stock available for awards | shares		966,806
Percentage of Common Stock outstanding ( In percent)		1.80%
Warrants
Stock Awards
Number of tranches | item	3
Number of tiers of MIP Warrants | item		3
Volatility rate ( as a percent)	43.91%
Volatility rate term	6 years
Risk-free interest rate ( as a percent)	1.85%
Dividend rate ( as a percent)	0.00%
Total fair value of outstanding awards upon emergence from bankruptcy | $	$ 54,436
Percentage of warrant vest for anniversaries of the grant date	33.33%
Amortization expense | $			$ 0	$ 0
Vesting period of awards	3 years
Weighted Average Fair Value
Number of warrants | shares			8,557,461
Exercisable (in dollars per share)			$ 303.12
Weighted average remaining contractual life, exercisable			1 year 4 months 10 days
Additional disclosures
Warrants outstanding (in shares) | shares			8,557,461		8,557,461
Unrecognized compensation cost related to nonvested stock awards
Unrecognized compensation cost | $			$ 0
Warrants | $259.10 Warrants
Stock Awards
Aggregate number of shares of common stock available for awards | shares	238,066
Exercise price per share	$ 259.10
Fair value of warrant (in dollars per share)	$ 7.22
Warrants | $287.30 Warrants
Stock Awards
Aggregate number of shares of common stock available for awards | shares	246,701
Exercise price per share	$ 287.30
Fair value of warrant (in dollars per share)	$ 6.63
Warrants | $341.90 Warrants
Stock Awards
Aggregate number of shares of common stock available for awards | shares	370,979
Exercise price per share	$ 341.90
Fair value of warrant (in dollars per share)	$ 5.63

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STOCK-BASED COMPENSATION - 2015 EIP Stock Options and Other (Details) - USD ($) $ / shares in Units, $ in Thousands				3 Months Ended
	Mar. 04, 2019	Feb. 27, 2018	Mar. 23, 2017	Mar. 31, 2019	Mar. 31, 2018	Dec. 31, 2018	Jun. 26, 2015
Nonemployee Directors
Stock options
Maximum annual limit for grants (in shares)			500,000
Other Individuals
Stock options
Maximum annual limit for grants (in shares)			1,000,000
2015 EIP Plan
Stock options
Aggregate number of shares of common stock available for awards			2,750,000				400,000
2015 EIP Plan | Stock Options
Stock options
Vesting percentage of awards	33.00%	33.33%
Vesting period	3 years	3 years
Unrecognized compensation cost
Unamortized compensation cost				$ 1,259
Future amortization of stock based compensation
Remainder of 2019				669
2020				431
2021				142
2022				$ 17
Number of Options
Outstanding at beginning of period (in shares)				166,942
Granted (in shares)	240,540	122,608		240,540
Exercisable (in shares)				(40,869)
Outstanding at end of period (in shares)				366,613
Weighted Average Exercise Price
Outstanding at beginning of period (in dollars per share)				$ 13.01
Granted (in dollars per share)	$ 8.39	$ 13.69		8.39
Exercisable (in dollars per share)				13.69
Outstanding at end of period (in dollars per share)				9.90
Weighted Average Fair Value
Outstanding at beginning of period (in dollars per share)				7.25
Granted (in dollars per share)	$ 3.76	$ 7.55		3.76
Exercisable (in dollars per share)				7.55
Outstanding at end of period (in dollars per share)				4.93
Weighted Average Exercise Price Of Outstanding Options				$ 10.43
Options Outstanding, Weighted Average Remaining Contractual Life				5 years 5 months 19 days
Options Exercisable, Number of options				129,535
Options Exercisable, Weighted Average Exercise Price				$ 11.94
Options Exercisable, Weighted Average Remaining Contractual Life				3 years 3 months 7 days
Aggregate fair value	$ 904	$ 926
Stock options outstanding - nonvested and exercisable				496,148		255,608
Assumptions and Methodology
Weighted average volatility rate (as a percent)	55.23%	71.94%
Risk-free interest rate ( as a percent)	2.49%	2.53%
Dividend rate ( as a percent)	0.00%	0.00%
Expected life (in years)	4 years	4 years
2015 EIP Plan | Stock Options | General and Administrative Expense
Stock options
Amortization expense				$ 181	$ 123
2015 EIP Plan | Stock Options | John C. Wobensmith
Stock options
Vesting percentage of awards			33.33%
Vesting period			3 years
Number of Options
Granted (in shares)			133,000
Weighted Average Exercise Price
Granted (in dollars per share)			$ 11.13
Weighted Average Fair Value
Granted (in dollars per share)			$ 6.41
Aggregate fair value			$ 853
Assumptions and Methodology
Weighted average volatility rate (as a percent)			79.80%
Risk-free interest rate ( as a percent)			1.68%
Dividend rate ( as a percent)			0.00%
Expected life (in years)			3 years 9 months 11 days

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STOCK-BASED COMPENSATION - 2015 EIP Restricted Stock Units (Details) - 2015 EIP Plan - Restricted Stock Units - USD ($) $ / shares in Units, $ in Thousands			3 Months Ended
	Mar. 04, 2019	Feb. 27, 2018	Mar. 31, 2019	Mar. 31, 2018	Dec. 31, 2018
Stock Awards
Number of common shares outstanding in respect of RSUs			228,781		216,304
Number of Shares
Balance at the beginning of the period (in shares)			149,170
Granted (in shares)	106,079	37,346	106,079
Vested (in shares)			(12,477)
Balance at the end of the period (in shares)			242,772
Weighted Average Fair Value
Balance at the beginning of the period (in dollars per share)			$ 12.42
Granted (in dollars per share)			8.39
Vested (in dollars per share)			13.69
Balance at the end of the period (in dollars per share)			$ 10.59
Weighted-average remaining contractual life			1 year 8 months 12 days
Additional disclosures
Total fair value of shares vested			$ 107	$ 0
Unrecognized compensation cost related to nonvested stock awards
Unrecognized compensation cost			$ 1,294
Weighted-average period for recognition of unrecognized compensation cost			1 year 8 months 12 days
General and Administrative Expense
Additional disclosures
Recognized nonvested stock amortization expense			$ 271	$ 366
Vested RSUs
Number of Shares
Number of shares vested			306,712
Weighted Average Fair Value
Vested (in dollars per share)			$ 11.30
Other Individuals
Stock Awards
Vesting period of awards			3 years

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STOCK-BASED COMPENSATION - 2015 EIP Restricted Stock (Details) - 2015 EIP Plan - Restricted Stock - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Stock Awards
Vesting period of awards	3 years
Number of Shares
Vested (in shares)	0	0
Unrecognized compensation cost related to nonvested stock awards
Unrecognized compensation cost	$ 0
General and Administrative Expense
Additional disclosures
Recognized nonvested stock amortization expense		$ 3

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LEGAL PROCEEDINGS - Claims and Complaints (Details) - complaint		1 Months Ended
	May 26, 2015	Apr. 30, 2015
LEGAL PROCEEDINGS
Number of claims filed		6
Number of complaints consolidated	6

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SUBSEQUENT EVENTS (Details) - Secured Debt - USD ($) $ in Thousands				3 Months Ended
	Apr. 15, 2019	Feb. 28, 2019	Oct. 16, 2018	Mar. 31, 2019	Apr. 14, 2019	Dec. 31, 2018	May 31, 2018
$495 Million Credit Facility
Subsequent Events
Maximum borrowing capacity		$ 495,000		$ 495,000		$ 495,000
Collateral vessel replacement period				180 days
$495 Million Credit Facility | Genco Cavalier
Subsequent Events
Maximum borrowing capacity			$ 495,000
Collateral vessel replacement period			180 days
$460 Million Credit Facility
Subsequent Events
Maximum borrowing capacity							$ 460,000
$35,000 Scrubber Tranche
Subsequent Events
Maximum borrowing capacity		35,000		$ 35,000
Period upon final maturity on May 31, 2023 | $460 Million Credit Facility
Subsequent Events
Final payment amount							$ 190,000
Period After March 31, 2020 | $35,000 Scrubber Tranche
Subsequent Events
Amount of periodic payment		$ 2,500
Subsequent Event | $495 Million Credit Facility
Subsequent Events
Vessel sale proceeds utilized as a loan repayment	$ 4,947
Maximum borrowing capacity	495,000
Subsequent Event | $460 Million Credit Facility
Subsequent Events
Maximum borrowing capacity	460,000
Subsequent Event | $35,000 Scrubber Tranche
Subsequent Events
Maximum borrowing capacity	34,628				$ 35,000
Subsequent Event | Period June 30, 2019 and thereafter | $460 Million Credit Facility
Subsequent Events
Amount of periodic payment	14,864
Subsequent Event | Period upon final maturity on May 31, 2023 | $460 Million Credit Facility
Subsequent Events
Final payment amount	187,601
Subsequent Event | Period After March 31, 2020 | $35,000 Scrubber Tranche
Subsequent Events
Amount of periodic payment	$ 2,473