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, 2020

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 6, 2020: Common stock, par value $0.01 per share — 41,801,753 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, 2020 and December 31, 2019	4
	b)	Condensed Consolidated Statements of Operations for the Three Months ended March 31, 2020 and 2019	5
	c)	Condensed Consolidated Statements of Comprehensive Loss for the Three Months ended March 31, 2020 and 2019	6
	d)	Condensed Consolidated Statements of Equity for the Three Months ended March 31, 2020 and 2019	7
	e)	Condensed Consolidated Statements of Cash Flows for the Three Months ended March 31, 2020 and 2019	8
	f)	Notes to Condensed Consolidated Financial Statements	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		31
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		54
Item 4.	Controls and Procedures		54
	PART II —OTHER INFORMATION
Item 1A.	Risk Factors		56
Item 6.	Exhibits		57

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, 2020 and December 31, 2019

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

(Unaudited)

	March 31,		December 31,
	2020		2019
Assets
Current assets:
Cash and cash equivalents	$	134,338	$	155,889
Restricted cash		14,855		6,045
Due from charterers, net of a reserve of $665 and $1,064, respectively		15,004		13,701
Prepaid expenses and other current assets		10,865		10,049
Inventories		29,342		27,208
Vessels held for sale		23,129		10,303
Total current assets		227,533		223,195
Noncurrent assets:
Vessels, net of accumulated depreciation of $228,208 and $288,373, respectively		1,121,561		1,273,861
Deferred drydock, net of accumulated amortization of $6,993 and $11,862 respectively		17,704		17,304
Fixed assets, net of accumulated depreciation and amortization of $1,704 and $2,154, respectively		5,949		5,976
Operating lease right-of-use assets		7,904		8,241
Restricted cash		315		315
Total noncurrent assets		1,153,433		1,305,697
Total assets	$	1,380,966	$	1,528,892
Liabilities and Equity
Current liabilities:
Accounts payable and accrued expenses	$	34,170	$	49,604
Current portion of long-term debt		72,962		69,747
Deferred revenue		7,818		6,627
Current operating lease liabilities		1,698		1,677
Total current liabilities:		116,648		127,655
Noncurrent liabilities:
Long-term operating lease liabilities		9,393		9,826
Long-term debt, net of deferred financing costs of $12,143 and $13,094, respectively		403,729		412,983
Total noncurrent liabilities		413,122		422,809
Total liabilities		529,770		550,464
Commitments and contingencies (Note 14)
Equity:
Common stock, par value $0.01; 500,000,000 shares authorized; 41,801,753 and 41,754,413 shares issued and outstanding at March 31, 2020 and December 31, 2019, respectively		418		417
Additional paid-in capital		1,714,385		1,721,268
Accumulated deficit		(863,607)		(743,257)
Total equity		851,196		978,428
Total liabilities and equity	$	1,380,966	$	1,528,892

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, 2020 and 2019

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

(Unaudited)

	For the Three Months Ended
	March 31,
	2020		2019
Revenues:
Voyage revenues	$	98,336	$	93,464
Total revenues		98,336		93,464
Operating expenses:
Voyage expenses		48,368		43,022
Vessel operating expenses		21,813		23,190
Charter hire expenses		3,075		2,419
General and administrative expenses (inclusive of nonvested stock amortization expense of $481 and $452, respectively)		5,767		6,310
Technical management fees		1,854		1,940
Depreciation and amortization		17,574		18,076
Impairment of vessel assets		112,814		—
Loss (gain) on sale of vessels		486		(611)
Total operating expenses		211,751		94,346
Operating loss		(113,415)		(882)
Other (expense) income:
Other (expense) income		(584)		329
Interest income		594		1,327
Interest expense		(6,945)		(8,575)
Other expense		(6,935)		(6,919)
Net loss	$	(120,350)	$	(7,801)
Net loss per share-basic	$	(2.87)	$	(0.19)
Net loss per share-diluted	$	(2.87)	$	(0.19)
Weighted average common shares outstanding-basic		41,866,357		41,726,106
Weighted average common shares outstanding-diluted		41,866,357		41,726,106

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, 2020 and 2019

(U.S. Dollars in Thousands)

(Unaudited)

	For the Three Months Ended
	March 31,
	2020		2019
Net loss	$	(120,350)	$	(7,801)
Other comprehensive income		—		—
Comprehensive loss	$	(120,350)	$	(7,801)

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, 2020 and 2019

(U.S. Dollars in Thousands)

(Unaudited)

			Additional
	Common		Paid-in		Accumulated
	Stock		Capital		Deficit		Total Equity
Balance — January 1, 2020	$	417	$	1,721,268	$	(743,257)	$	978,428
Net loss						(120,350)		(120,350)
Issuance of 47,341 shares of vested RSUs, net of forfeitures of 1,490 shares		1		(1)				—
Cash dividends declared ($0.175 per share)				(7,363)				(7,363)
Nonvested stock amortization				481				481
Balance — March 31, 2020	$	418	$	1,714,385	$	(863,607)	$	851,196

			Additional
	Common		Paid-in		Accumulated
	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

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, 2020 and 2019

(U.S. Dollars in Thousands)

(Unaudited)

	For the Three Months Ended
	March 31,
	2020		2019
Cash flows from operating activities:
Net loss	$	(120,350)	$	(7,801)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Depreciation and amortization		17,574		18,076
Amortization of deferred financing costs		951		915
Noncash operating lease expense		337		285
Amortization of nonvested stock compensation expense		481		452
Impairment of vessel assets		112,814		—
Loss (gain) on sale of vessels		486		(611)
Insurance proceeds for protection and indemnity claims		101		226
Change in assets and liabilities:
(Increase) decrease in due from charterers		(1,303)		5,041
(Increase) decrease in prepaid expenses and other current assets		(1,074)		927
Increase in inventories		(2,134)		(1,077)
Decrease in accounts payable and accrued expenses		(9,916)		(2,114)
Increase (decrease) in deferred revenue		1,191		(1,907)
Decrease in operating lease liabilities		(412)		(390)
Deferred drydock costs incurred		(2,784)		(410)
Net cash (used in) provided by operating activities		(4,038)		11,612
Cash flows from investing activities:
Purchase of vessels and ballast water treatment systems, including deposits		(273)		(3,406)
Purchase of scrubbers (capitalized in Vessels)		(7,778)		(5,868)
Purchase of other fixed assets		(1,039)		(1,199)
Net proceeds from sale of vessels		14,510		6,351
Insurance proceeds for hull and machinery claims		157		—
Net cash provided by (used in) investing activities		5,577		(4,122)
Cash flows from financing activities:
Repayments on the $108 Million Credit Facility		(1,580)		(1,580)
Proceeds from $495 Million Credit Facility		11,250		—
Repayments on the $495 Million Credit Facility		(16,660)		(15,000)
Payment of common stock issuance costs		—		(105)
Cash dividends paid		(7,290)		—
Payment of deferred financing costs		—		(591)
Net cash used in financing activities		(14,280)		(17,276)
Net decrease in cash, cash equivalents and restricted cash		(12,741)		(9,786)
Cash, cash equivalents and restricted cash at beginning of period		162,249		202,761
Cash, cash equivalents and restricted cash at end of period	$	149,508	$	192,975

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, 2020, 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.” 

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

At present, it is not possible to ascertain the overall impact of COVID-19 on the Company’s operational and financial performance, which may take some time to materialize and may not be fully reflected in the results for 2020.  However, an increase in the severity or duration or a resurgence of the COVID-19 pandemic could have a material adverse effect on the Company’s business, results of operations, cash flows, financial condition, the carrying value of the Company’s assets, the fair values of the Company’s vessels, and the Company’s ability to pay dividends. 

Other General Information

Below is the list of the Company’s wholly owned ship-owning subsidiaries as of March 31, 2020:

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 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 Constantine Limited	Genco Constantine	180,183	2/21/08	2008
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

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Wholly Owned Subsidiaries	Vessel Acquired	Dwt	Delivery Date		Year Built
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		2009
Baltic Panther Limited	Baltic Panther	53,350	4/29/10		2009
Baltic Cougar Limited	Baltic Cougar	53,432	5/28/10		2009
Baltic Jaguar Limited	Baltic Jaguar	53,473	5/14/10		2009
Baltic Bear Limited	Baltic Bear	177,717	5/14/10		2010
Baltic Wolf Limited	Baltic Wolf	177,752	10/14/10		2010
Baltic Wind Limited	Baltic Wind	34,408	8/4/10		2009
Baltic Cove Limited	Baltic Cove	34,403	8/23/10		2010
Baltic Breeze Limited	Baltic Breeze	34,386	10/12/10		2010
Baltic Fox Limited	Baltic Fox	31,883	9/6/13		2010
Baltic Hare Limited	Baltic Hare	31,887	9/5/13		2009
Baltic Hornet Limited	Baltic Hornet	63,574	10/29/14		2014
Baltic Wasp Limited	Baltic Wasp	63,389	1/2/15		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 - 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, 2019 (the “2019 10-K”).  The results of operations for the three months ended March 31, 2020 are not necessarily indicative of the operating results to be expected for the year ending December 31, 2020.

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, residual value of vessels, useful life of vessels and the fair value of derivative instruments, if any.  Actual results could differ from those estimates.

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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,
	2020		2019
Cash and cash equivalents	$	134,338	$	155,889
Restricted cash - current		14,855		6,045
Restricted cash - noncurrent		315		315
Cash, cash equivalents and restricted cash	$	149,508	$	162,249

Vessels held for sale

The Company’s Board of Directors has approved a strategy of divesting specifically identified older, less fuel-efficient vessels as part of a  fleet renewal program to streamline and modernize the Company’s fleet.

On March 2, 2020, the Company entered into an agreement to sell the Baltic Wind and on March 20, 2020, the Company entered into agreements to sell the Baltic Breeze and Genco Bay.  The relevant vessel assets have been classified as held for sale in the Condensed Consolidated Balance Sheets as of March 31, 2020.  The Baltic Wind, Baltic Breeze and Genco Bay are expected to be sold during the second and third quarters of 2020.  Refer to Note 4 — Vessel Acquisitions and Dispositions for details of the agreements.

On September 25, 2019, the Company entered into an agreement to sell the Genco Thunder, and the relevant vessel assets have been classified as held for sale in the Condensed Consolidated Balance Sheets as of December 31, 2019.  This vessel was sold on March 5, 2020.  Refer to Note 4 — Vessel Acquisitions and Dispositions for details of the agreement.

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, including the purchase of exhaust gas cleaning systems (“scrubbers”) and ballast water treatment systems. 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, 2020 and 2019 was $15,833 and $16,488, 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

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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, 2020 and December 31, 2019, the Company had an accrual of $303 and $577, 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.  Voyage revenues also include the sale of bunkers consumed during short-term time charters pursuant to the terms of the time charter agreement.

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”).

The Company records time charter revenues, including spot market-related time charters, 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 for which the performance obligations are satisfied beginning when the vessel is delivered to the charterer until it is redelivered back to the Company.  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 respective 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.  Time charter contracts, including spot market-related time charters, are considered operating leases and therefore do not fall under the scope of Accounting Standards Codification (“ASC”) 606 – Revenue from Contracts with Customers (“ASC 606”) because (i) the vessel is an identifiable asset; (ii) the Company does not have substantive substitution rights; and (iii) the charterer has the right to control the use of the vessel during the term of the contract and derives economic benefit from such use. 

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 ASC 842 — Leases, refer to Note 12 — Voyage Revenues for further discussion.

Spot market voyage charters

In a spot market voyage charter contract, the charterer hires the vessel to transport a specific agreed-upon cargo for a single voyage, which may contain multiple load ports and discharge ports. The consideration in such a contract is determined on the basis of a freight rate per metric ton of cargo carried or occasionally on a lump sum basis. The charter party generally has a minimum amount of cargo. The charterer is liable for any short loading of cargo or "dead" freight. The contract generally has a "demurrage" or "despatch" clause. As per this clause, the charterer reimburses the Company for any potential delays exceeding the allowed laytime as per the charter party clause at the ports visited which is recorded as demurrage revenue. Conversely, the charterer is given credit if the loading/discharging activities happen within the allowed laytime known as despatch resulting in a reduction in revenue. The voyage contracts generally have variable consideration in the form of demurrage or despatch. The amount of revenue earned as demurrage or despatch

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paid by the Company is not a material component of the Company’s revenue for the three months ended March 31, 2020 and 2019.

Pursuant to the revenue recognition guidance as disclosed in Note 12 — Voyage Revenues, revenue for spot market voyage charters is recognized 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.  

Vessel Pools

At March 31, 2020 and December 31, 2019, 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 Revenues 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 of $841 and $350 during the three months ended March 31, 2020 and 2019, 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

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 $3,075 and $2,419 of charter hire expenses during the three months ended March 31, 2020 and 2019, respectively.

Impairment of vessel assets

During the three months ended March 31, 2020 and 2019, the Company recorded $112,814 and $0, respectively, related to the impairment of vessel assets in accordance with ASC 360 — “Property, Plant and Equipment” (“ASC 360”). 

At March 31, 2020, the Company determined that the expected estimated future undiscounted cash flows for four of our Supramax vessels, the Genco Picardy, the Genco Predator, the Genco Provence and the Genco Warrior, did not exceed the net book value of these vessels as of March 31, 2020.  The Company adjusted the carrying value of these vessels to their respective fair market values as of March 31, 2020.  This resulted in an impairment loss of $27,046 during the three months ended March 31, 2020. 

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On February 24, 2020, the Board of Directors determined to dispose of the Company’s following ten Handysize vessels: the Baltic Hare, the Baltic Fox, the Baltic Wind, the Baltic Cove, the Baltic Breeze, the Genco Ocean, the Genco Bay, the Genco Avra, the Genco Mare and the Genco Spirit, at times and on terms to be determined in the future.  Given this decision, and that the revised estimated future undiscounted cash flows for each of these older vessels did not exceed the net book value for each vessel given the estimated probabilities of whether the vessels will be sold, the Company adjusted the values of these older vessels to their respective fair market values during the three months ended March 31, 2020.  Subsequent to February 24, 2020, the Company has entered into agreements to sell three of these vessels during the three months ended March 31, 2020, namely the Baltic Wind, the Baltic Breeze and the Genco Bay, which were adjusted to their net sales price.  This resulted in an impairment loss of $85,768 during the three months ended March 31, 2020.  Refer to Note 4 — Vessel Acquisitions and Dispositions for further detail regarding the vessel sales. 

Loss (gain) on sale of vessels

During the three months ended March 31, 2020, the Company recorded a net loss of $486 related to the sale of vessels.  The net loss of $486 recorded during the three months ended March 31, 2020 related primarily to the sale of the Genco Charger and Genco Thunder.  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. 

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 has evaluated the impact of the adoption of ASU 2018-03 and has determined that there is no effect on its condensed consolidated financial statements.

In June 2016, the FASB issued ASU No. 2016-13, "Financial Instruments—Credit Losses" ("ASU 2016-13"). ASU 2016-13 amends the current financial instrument impairment model by requiring entities to use a forward-looking approach based on expected losses to estimate credit losses on certain types of financial instruments, including trade receivables. ASU 2016-13 was effective on January 1, 2020, with early adoption permitted.  The Company adopted ASU 2016-13 during the first quarter of 2020 and it did not have a material impact on the Company’s condensed consolidated financial statements.

In March 2020, the FASB issued ASU No. 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”).” ASU 2020-04 provides temporary optional expedients and exceptions to the guidance in U.S. GAAP on contract modifications and hedge accounting to ease the financial reporting burdens related to the expected market transition from the London Interbank Offered Rate (“LIBOR”) and other interbank offered rates to alternative reference rates.  This ASU is effective for adoption at any time between March 12, 2020 and December 31, 2022.  The Company is currently evaluating the impact of this adoption on its condensed consolidated financial statements and related disclosures. 

3 - CASH FLOW INFORMATION

For the three months ended March 31, 2020, 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 $2,950 for the Purchase of scrubbers, $1,314 for the Purchase of vessels and ballast water treatment systems, including deposits, $548 for the Purchase of other fixed assets and $196 for the Net proceeds from sale of vessels.  For the three months ended March 31, 2020, 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 expense consisting of $97 for Cash dividends paid.

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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 $297 for the Purchase of vessels and ballast water treatment systems, including deposits, $9 for the Purchase of scrubbers, $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 Accounts payable and accrued expenses consisting of $20 for the Payment of deferred financing fees.  

During the three months ended March 31, 2020 and 2019, cash paid for interest was $6,051 and $7,760, respectively. 

During the three months ended March 31, 2020 and 2019, there was no cash paid for estimated income taxes.

During the three months ended March 31, 2020, the Company made a reclassification of $23,129 from Vessels, net of accumulated depreciation to Vessels held for sale as the Company entered into agreements to sell the Baltic Wind, Baltic Breeze and Genco Bay prior to March 31, 2020.  Refer to Note 4 — Vessel Acquisitions and Dispositions.

On February 25, 2020, the Company issued 173,749 restricted stock units and options to purchase 344,568 shares of the Company’s stock at an exercise price of $7.06 to certain individuals. The fair value of these restricted stock units and stock options were $1,227 and $693, respectively.

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.

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

4 - VESSEL ACQUISITIONS AND DISPOSITIONS

Vessel Dispositions

On March 20, 2020, the Company entered into agreements to sell the Baltic Breeze and Genco Bay, both 2010-built Handysize vessels, for $7,900 each less a 2.0% broker commission payable to a third party.  The sales are expected to be completed during the second and third quarter of 2020.  The vessel assets have been classified as held for sale in the Condensed Consolidated Balance Sheets as of March 31, 2020.  Refer to “Impairment of vessel assets” section in Note 2 —  Summary of Significant Accounting Policies for impairment expense recorded during the three months ended March 31, 2020.

On March 2, 2020, the Company entered into an agreement to sell the Baltic Wind, a 2009-built Handysize vessel, for $7,750 less a 2.0% broker commission payable to a third party.  The sale is expected to be completed during the second quarter of 2020.  The vessel assets have been classified as held for sale in the Condensed Consolidated Balance Sheets as of March 31, 2020.  Refer to “Impairment of vessel assets” section in Note 2 —  Summary of Significant Accounting Policies for impairment expense recorded during the three months ended March 31, 2020.

On September 25, 2019, the Company entered into an agreement to sell the Genco Thunder, a 2007-built Panamax vessel, for $10,400 less a 2.0% broker commission payable to a third party.  The sale was completed on March 5, 2020.  The vessel assets have been classified as held for sale in the Condensed Consolidated Balance Sheets as of December 31, 2019.

On February 3, 2020, the Company entered into an agreement to sell the Genco Charger, a 2005-built Handysize vessel, to a third party for $5,150 less a 1.0% commission payable to a third party.  The sale of the Genco Charger was completed on February 24, 2020.  

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On November 4, 2019, the Company entered into an agreement to sell the Genco Raptor, a 2007-built Panamax vessel, for $10,200 less a 2.0% broker commission payable to a third party.  The sale was completed on December 11, 2019. 

The Genco Thunder, Genco Charger and Genco Raptor served as collateral under the $495 Million Credit facility; therefore $5,339,  $3,471 and $6,045, respectively, of the net proceeds received from the sale will remain classified as restricted cash for 180 days following the respective sale dates, which has been reflected as restricted cash in the Condensed Consolidated Balance Sheets as of March 31, 2020.  As of December 31, 2019, a total amount of $6,045 was reflected as restricted cash in the Condensed Consolidated Balance Sheets for the Genco Raptor.  These amounts 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 September 20, 2019, the Company entered into an agreement to sell the Genco Champion, a 2006-built Handysize vessel, for $6,600 less a 3.0% broker commission payable to a third party.  The sale was completed on October 21, 2019.  On August 2, 2019, the Company entered into an agreement to sell the Genco Challenger, a 2003-built Handysize vessel, for $5,250 less a 2.0% broker commission payable to a third party.  The sale was completed on October 10, 2019.  The Genco Champion and Genco Challenger served as collateral under the $495 Million Credit Facility; therefore, $6,880 of the net proceeds from the sale of these two vessels was required to be used as a loan prepayment since a replacement vessels was not going to be added as collateral within 180 days following the respective sales dates.  Refer to Note 7 — Debt for further information.

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 Genco Vigour did not serve as collateral under any of the Company’s credit facilities.

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 288,185 restricted stock units and 837,338 stock options excluded from the computation of diluted net loss per share during the three months ended March 31, 2020 because they were anti-dilutive.  There were 242,722 restricted stock units and 496,418 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 (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, 2020 and 2019 because they were anti-dilutive. 

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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,
	2020	2019
Common shares outstanding, basic:
Weighted-average common shares outstanding, basic	41,866,357	41,726,106
Common shares outstanding, diluted:
Weighted-average common shares outstanding, basic	41,866,357	41,726,106
Dilutive effect of warrants	—	—
Dilutive effect of stock options	—	—
Dilutive effect of restricted stock awards	—	—
Weighted-average common shares outstanding, diluted	41,866,357	41,726,106

6 - RELATED PARTY TRANSACTIONS

During the three months ended March 31, 2020 and 2019, the Company did not identify any related party transactions.

7 – DEBT

Long-term debt, net consists of the following:

	March 31,		December 31,
	2020		2019
Principal amount	$	488,834	$	495,824
Less:  Unamortized debt financing costs		(12,143)		(13,094)
Less: Current portion		(72,962)		(69,747)
Long-term debt, net	$	403,729	$	412,983

	March 31, 2020				December 31, 2019
			Unamortized				Unamortized
			Debt Issuance				Debt Issuance
	Principal		Cost		Principal		Cost
$495 Million Credit Facility	$	390,314	$	10,791	$	395,724	$	11,642
$108 Million Credit Facility		98,520		1,352		100,100		1,452
Total debt	$	488,834	$	12,143	$	495,824	$	13,094

As of March 31, 2020 and December 31, 2019, $12,143 and $13,094 of deferred financing costs, respectively, were presented as a direct deduction within the outstanding debt balance in the Company’s Condensed Consolidated Balance Sheets. Amortization expense for deferred financing costs was $951 and $915 for the three months ended March 31, 2020 and 2019, respectively. This amortization expense is recorded as a component of Interest expense in the Condensed Consolidated Statements of Operations.

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$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 scrubbers for 17 of the Company’s Capesize vessels.  On August 28, 2019, September 23, 2019 and March 12, 2020, the Company made total drawdowns of $9,300,  $12,200 and $11,250, respectively, under the $35 Million tranche of the $495 Million Credit Facility.

On November 15, 2019, the Company utilized $6,880 of the proceeds from the sale of the Genco Challenger and Genco Champion, which were sold during the fourth quarter of 2019, as a loan prepayment under the $495 Million Credit Facility.  Additionally, on April 15, 2019, the Company utilized $4,947 of the proceeds from the sale of the Genco Cavalier 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 of March 31, 2020, there was no availability under the $495 Million Credit Facility.  Total debt repayments of $16,660 and $15,000 were made during the three months ended March 31, 2020 and 2019 under the $495 Million Credit Facility, 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 LIBOR plus 3.25% through December 31, 2018 and LIBOR plus a range of 3.00% and 3.50% thereafter, dependent upon the Company’s ratio of total net indebtedness to the last twelve months EBITDA.  Original scheduled amortization payments were $15,000 per quarter commencing on December 31, 2018, with a final payment of $190,000 due on the maturity date.  As a result of the loan prepayments for the vessel sales as noted above, scheduled amortization payments were recalculated in accordance with the terms of the facility.  Scheduled amortization payments were revised to $14,321 which commenced on December 30, 2019, with a final payment of $188,049 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.

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· 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 was originally scheduled to be equal to $2,500.  However, as a result of the loan prepayments for the vessel sales as noted above, the availability under the $35,000 tranche was reduced.  As of March 31, 2020, the Company drew down a total of $32,750, and this tranche is considered fully drawn.  Scheduled quarterly repayments are $2,339. 

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

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

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

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

· 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 were 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, 2020, 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.  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, 2020, 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, 2020 and 2019 under the $108 Million Credit Facility. 

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.

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

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· 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, 2020, the Company was in compliance with all of the financial covenants under the $108 Million Credit Facility. 

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,
	2020		2019
Effective Interest Rate	4.76	%	5.56	%
Range of Interest Rates (excluding unused commitment fees)	3.45 % to 5.05	%	4.99 % to 5.76	%

8 - FAIR VALUE OF FINANCIAL INSTRUMENTS

The fair values and carrying values of the Company’s financial instruments at March 31, 2020 and December 31, 2019 which are required to be disclosed at fair value, but not recorded at fair value, are noted below.

	March 31, 2020				December 31, 2019
	Carrying				Carrying
	Value		Fair Value		Value		Fair Value
Cash and cash equivalents	$	134,338	$	134,338	$	155,889	$	155,889
Restricted cash		15,170		15,170		6,360		6,360
Floating rate debt		488,834		488,834		495,824		495,824

The carrying value of the borrowings under the $495 Million Credit Facility and the $108 Million Credit Facility as of March 31, 2020 and December 31, 2019 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 carrying amounts of the Company’s other financial instruments at March 31, 2020 and December 31, 2019 (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

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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, 2020, the vessel assets for fourteen of the Company’s vessels were written down as part of the impairment recorded during the three months ended March 31, 2020.  There was no vessel impairment recorded during the three months ended March 31, 2019. The vessels held for sale as of March 31, 2020 were written down as part of the impairment recorded during the three months ended March 31, 2020.  The vessel held for sale as of December 31, 2019 was written down as part of the impairment recorded during the three months ended September 30, 2019.Refer to “Impairment of vessel assets” section in Note 2 — Summary of Significant Accounting Policies. 

Nonrecurring fair value measurements also include impairment tests conducted by the Company during the three months ended March 31, 2020 and 2019 of its operating lease right-of use assets.  The fair value determination for the operating lease right-of-use assets was based on third party quotes, which is considered a Level 2 input.  During the three months ended March 31, 2020 and 2019, there was no impairment of the operating lease right-of-use assets.  Refer to Note 13 — Leases. The Company did not have any Level 3 financial assets or liabilities as of March 31, 2020 and December 31, 2019.

9 - PREPAID EXPENSES AND OTHER CURRENT ASSETS

Prepaid expenses and other current assets consist of the following:

	March 31,		December 31,
	2020		2019
Vessel stores	$	566	$	638
Capitalized contract costs		2,516		1,952
Prepaid items		2,871		2,870
Insurance receivable		2,217		2,039
Advance to agents		1,218		1,162
Other		1,477		1,388
Total prepaid expenses and other current assets	$	10,865	$	10,049

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10 - FIXED ASSETS

Fixed assets, net consists of the following:

	March 31,		December 31,
	2020		2019
Fixed assets, at cost:
Vessel equipment	$	6,543	$	7,288
Furniture and fixtures		270		467
Leasehold improvements		539		100
Computer equipment		301		275
Total costs		7,653		8,130
Less: accumulated depreciation and amortization		(1,704)		(2,154)
Total fixed assets, net	$	5,949	$	5,976

Depreciation and amortization expense for fixed assets for the three months ended March 31, 2020 and 2019 was $345 and $154, respectively. 

11 - ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses consist of the following:

	March 31,		December 31,
	2020		2019
Accounts payable	$	21,850	$	26,040
Accrued general and administrative expenses		1,593		4,105
Accrued vessel operating expenses		10,727		19,459
Total accounts payable and accrued expenses	$	34,170	$	49,604

12 – VOYAGE REVENUES

Total voyage revenues include 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, 2020 and 2019, the Company earned $98,336 and $93,464 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 and any port expenses incurred prior to arrival at the load port are capitalized and recorded in Prepaid expenses and other current assets in the Condensed Consolidated Balance Sheets and are 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.  Similarly, for any third party vessels that are chartered in, the charter hire expenses during this period are capitalized and recorded in Prepaid expenses and other current assets in the Condensed Consolidated Balance Sheets and are amortized and expensed as part of Charter hire 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

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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,
	2020		2019
Lease revenue	$	19,151	$	23,390
Spot market voyage revenue		79,185		70,074
Total voyage revenues	$	98,336	$	93,464

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. 

In addition, during October 2017 the Company entered into a lease for office space in Singapore that expired in January 2019.  A lease was signed for a new office space in Singapore effective January 17, 2019 for a three-year term.

Lastly, during July 2018, the Company entered into a lease for office space in Copenhagen, which commenced on July 1, 2018 and ended on April 30, 2019.  A lease was signed for a new office space in Copenhagen effective May 1, 2019 for a minimum period ending May 1, 2023.

 The Company adopted ASC 842 using the transition method on January 1, 2019 and has identified these leases as operating leases.   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.    The Company used its incremental borrowing rate as the discount rate under ASC 842 since the rate implicit in the lease cannot be readily determined.

On June 14, 2019, the Company entered into a sublease agreement for a portion of the leased space for its main office in New York, New York that commenced on July 26, 2019 and will end on September 29, 2025.  There is a free base rental period for the first four and a half months commencing on July 26, 2019.  Following the expiration of the free base rental period, the monthly base sublease income will be $102 per month until September 29, 2025.  The sublease income for the portion of the leased space is less than the lease payments due for the space, which has been identified as an indicator of impairment under ASC 360.  As such, the right-of-use asset for the subleased portion of the space was written down to its fair value during the second quarter of 2019 which resulted in $223 of impairment charges which was recorded in Impairment of right-of-asset in the Condensed Consolidated Statements of Operation during the three months

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ended June 30, 2019.  Sublease income is recorded net with the total operating lease costs in General and administrative expenses in the Condensed Consolidated Statements of Operation.  There was $306 of sublease income recorded during the three months ended March 31, 2020.  There was no sublease income recorded during the three months ended March 31, 2019.    

Total operating lease costs recorded during the three months ended March 31, 2020 and 2019 were $483 and $452, respectively, which was recorded in General and administrative expenses in the Condensed Consolidated Statements of Operations. 

Supplemental Condensed Consolidated Balance Sheet information related to the Company’s operating leases as of March 31, 2020 are as follows:   

	March 31,
	2020
Operating Lease:
Operating lease right-of-use asset	$	7,904
Current operating lease liabilities	$	1,698
Long-term operating lease liabilities		9,393
Total operating lease liabilities	$	11,091
Weighted average remaining lease term (years)		5.50
Weighted average discount rate		5.15	%

Maturities of operating lease liabilities as of March 31, 2020 are as follows:

	March 31,
	2020
Remainder of 2020	$	1,672
2021		2,230
2022		2,230
2023		2,378
2024		2,453
Thereafter		1,839
Total lease payments		12,802
Less imputed interest		(1,711)
Present value of lease liabilities	$	11,091

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

	For the Three Months Ended
	March 31,
	2020		2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating lease	$	557	$	557

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, 2020 and 2019, all charter-in agreements for third-party vessels were less than twelve months and considered short-term

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leases.  Refer to Note 2 — Summary of Significant Accounting Policies for the charter hire expenses recorded during the three months ended March 31, 2020 and 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 42 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 $0.9 million for Capesize vessels, $0.6 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 cumulatively $14,225 and $12,783 in Vessel assets in the Condensed Consolidated Balance Sheets as of March 31, 2020 and December 31, 2019, respectively, related to BWTS additions.  

On December 21, 2018, the Company entered into agreements to install scrubbers on its 17 Capesize vessels.  The Company completed scrubber installation on 16 of its Capesize vessels during 2019 and the remaining Capesize vessel on January 17, 2020.  The cost of each scrubber varied according to the specifications of the Company’s 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 cumulatively $42,477 and $41,270 in Vessel assets in the Condensed Consolidated Balance Sheets as of March 31, 2020 and December 31, 2019, respectively, related to scrubber additions.  The Company 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, as adjusted for dividends declared during the fourth quarter of 2019 and the first quarter of 2020, of $240.89221 (the “$240.89 Warrants”), $267.11051 (the “$267.11 Warrants”) and $317.87359 (the “$317.87 Warrants”) per whole share, respectively. The fair value of each warrant upon emergence from bankruptcy was $7.22 for the $240.89 Warrants, $6.63 for the $267.11 Warrants and $5.63 for the $317.87 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%. 

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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, 2020 and 2019, there was no amortization expense of the fair value of these warrants.  As of March 31, 2020, 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, 2020:

Warrants Outstanding and Exercisable,
March 31, 2020
			Weighted
	Weighted		Average
	Average		Remaining
Number of	Exercise		Contractual
Warrants	Price		Life
8,557,461	$	281.82	0.35

As of March 31, 2020 and December 31, 2019, 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, 2020, 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 shareholders 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 $10.805 per share, as adjusted for the special dividend declared on November 5, 2019.  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 $13.365 per share, as adjusted for the special dividend declared on

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November 5, 2019.  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 $8.065 per share, as adjusted for the special dividend declared on November 5, 2019.  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). 

On February 25, 2020, the Company issued options to purchase 344,568 of the Company’s shares of common stock to certain individuals with an exercise price of $7.06 per share.  One third of the options become exercisable on each of the first three anniversaries of February 25, 2020, 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 Cox-Ross-Rubinstein pricing formula, resulting in a value of $2.01 per share, or $693 in the aggregate.  The assumptions used in the Cox-Ross-Rubinstein option pricing formula are as follows: volatility of 53.91% (representing the Company’s historical volatility), a risk-free interest rate of 1.41%, a dividend yield of 7.13%, and expected life of 4 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, 2020 and 2019, 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,
	2020		2019
General and administrative expenses	$	205	$	181

Amortization of the unamortized stock-based compensation balance of $1,072 as of March 31, 2020 is expected to be expensed $582,  $367,  $111 and $12 during the remainder of 2020 and during the years ended December 31, 2021, 2022 and 2023, respectively.  The following table summarizes the unvested option activity for the three months ended March 31, 2020:

		Weighted		Weighted
	Number	Average		Average
	of	Exercise		Fair
	Options	Price		Value
Outstanding at January 1, 2020 - Unvested	322,279	$	9.41		4.72
Granted	344,568		7.06		2.01
Exercisable	(119,923)		9.87		5.05
Exercised	—		—		—
Forfeited	(3,378)		8.07		3.76
Outstanding at March 31, 2020 - Unvested	543,546	$	7.83	$	2.94

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The following table summarizes certain information about the options outstanding as of March 31, 2020:

		Options Outstanding and Unvested,				Options Outstanding and Exercisable,
		March 31, 2020				March 31, 2020
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
$	8.86	543,546	$	7.83	5.47	293,792	$	10.78	3.76

As of March 31, 2020 and December 31, 2019, a total of 837,338 and 496,148 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, 2020 and December 31, 2019, 373,588 and 326,247 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.  In lieu of cash dividends issued for vested and nonvested shares held by certain members of the Board of Directors, the Company will grant additional vested and nonvested RSUs, respectively, which are calculated by dividing the amount of the dividend by the closing price per share of the Company’s common stock on the dividend payment date and will have the same terms as other RSUs issued to members of the Board of Directors.  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, 2020:

		Weighted
	Number of	Average Grant
	RSUs	Date Price
Outstanding at January 1, 2020	162,096	$	9.26
Granted	177,911		7.00
Vested	(50,332)		9.48
Forfeited	(1,490)		8.39
Outstanding at March 31, 2020	288,185	$	7.83

The total fair value of the RSUs that vested during the three months ended March 31, 2020 and 2019 was $351 and $107, 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.    

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The following table summarizes certain information of the RSUs unvested and vested as of March 31, 2020:

Unvested RSUs				Vested RSUs
March 31, 2020				March 31, 2020
			Weighted
	Weighted		Average		Weighted
	Average		Remaining		Average
Number of	Grant Date		Contractual	Number of	Grant Date
RSUs	Price		Life	RSUs	Price
288,185	$	7.83	2.27	472,555	$	11.26

The Company is amortizing these grants over the applicable vesting periods, net of anticipated forfeitures.  As of March 31, 2020, unrecognized compensation cost of $1,557 related to RSUs will be recognized over a weighted-average period of 2.27 years.

For the three months ended March 31, 2020 and 2019, 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,
	2020		2019
General and administrative expenses	$	276	$	271

16 - LEGAL PROCEEDINGS

From time to time, the Company may be subject to legal proceedings and claims in the ordinary course of its business, principally personal injury and property casualty claims. Such claims, even if lacking merit, could result in the expenditure of significant financial and managerial resources.  The Company is not aware of any legal proceedings or claims that it believes will have, individually or in the aggregate, a material effect on the Company, its financial condition, results of operations or cash flows.

17 – SUBSEQUENT EVENTS

On May 6, 2020, the Company announced a regular quarterly dividend of $0.02 per share to be paid on or about May 28, 2020 to shareholders of record as of May 18, 2020.  The aggregate amount of the dividend is expected to be approximately $0.8 million, which the Company anticipates will be funded from cash on hand at the time the payment is to be made.

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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,” “budget”, “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” and other words and terms of similar meaning in connection with a discussion of potential future events, circumstances or future operating or financial performance.  These forward-looking statements are based on our management’s current expectations and observations. Included among the factors that, in our view, could cause actual results to differ materially from the forward looking statements contained in this report are the following: (i) declines or sustained weakness in demand in the drybulk shipping industry; (ii) 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 maintenance, repairs, and installation of equipment to comply with applicable regulations on vessels and the timing and amount of any reimbursement by our insurance carriers for insurance claims, including offhire days; (xiii) the completion of definitive documentation with respect to charters; (xiv) charterers’ compliance with the terms of their charters in the current market environment; (xv) the extent to which our operating results 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 relative cost and availability of low sulfur and high sulfur fuel or any additional scrubbers we may seek to install; (xix) our ability to realize the economic benefits or recover the cost of the scrubbers we have installed; (xx) worldwide compliance with sulfur emissions regulations that took effect on January 1, 2020; (xxi) our financial results for the year ending December 31, 2020 and other factors relating to determination of the tax treatment of dividends we have declared;  (xxii) the duration and impact of the COVID-19 novel coronavirus epidemic, which may negatively affect general global and regional economic conditions, our ability to charter our vessels at all and the rates at which are able to do so; our ability to call on or depart from ports on a timely basis or at all; our ability to crew, maintain, and repair our vessels; our ability to staff and maintain our headquarters and administrative operations; sources of cash and liquidity; our ability to sell vessels in the secondary market, including without limitation the compliance of purchasers and us with the terms of vessel sale contracts, and the prices at which vessels are sold; and other factors relevant to our business described from time to time in our filings with the Securities and Exchange Commission; (xxiii) successful completion of the negotiation of, and agreement regarding the terms of definitive documentation for, the revolving credit facility for up to $25 million referred to in Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Liquidity and Capital Resources” in this Form 10-Q;   and (xxiv) 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, 2019 and subsequent reports on Form 8-K and Form 10-Q.    Our ability to pay dividends in any period will depend upon various factors, including the limitations under any credit agreements to which we may be a party, applicable provisions of Marshall Islands law and the final determination by the Board of Directors each quarter after its review of our financial performance. The timing and amount of dividends, if any, could also be affected by factors affecting cash flows, results of operations, required capital expenditures, or reserves.  As a result, the amount of dividends actually paid may vary.  We do not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

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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 53 drybulk vessels, including 17 Capesize drybulk carriers, six Ultramax drybulk carriers, 20 Supramax drybulk carriers and 10 Handysize drybulk carriers, with an aggregate carrying capacity of approximately 4,837,000 dwt and an average age of approximately 9.9 years.  We seek to deploy our vessels on time charters, spot market voyage charters, spot market-related time charters or in vessel pools trading in the spot market, to reputable charterers. 

See pages 38 - 39 for a table of our current fleet.

Genco’s approach towards fleet composition is to own a high-quality fleet of vessels that focuses primarily on Capesize, Ultramax and Supramax vessels. This approach of owning ships that transport both major and minor bulk commodities provide us with exposure to a wide range of drybulk trade flows. We employ an active commercial strategy which consists of a global team located in the U.S., Copenhagen and Singapore. Overall, our fleet deployment strategy remains weighted towards short-term fixtures, which provides us with optionality on our sizeable fleet.   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.  

COVID-19

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

Drybulk shipping rates, and therefore our voyage revenues, depend to a significant degree on economic activity in China, which drives demand for iron ore, coal and other cargoes we carry.  In particular, the COVID-19 pandemic has resulted in reduced industrial activity in China on which our business is substantially dependent, with temporary closures of factories and other facilities. The pandemic resulted in a 6.8% contraction in China’s GDP during the first quarter of 2020, with the most significant impact occurring in January and February. Since March, the world’s second largest economy and largest importer of drybulk commodities has shown signs of improvement as various economic indicators such as fixed asset investment and industrial production rose as compared to the previous months of the year.  Economic activity levels in regions outside of China have declined significantly due to various forms of nationwide shutdowns being imposed to prevent the spread of COVID-19. India, Japan, Europe and the U.S., which are important drivers of demand for drybulk trade, are expected to see meaningful contractions in economic output, which is likely to persist at least through the second quarter of 2020. The impact of the economic contraction remains highly dependent on the trajectory of COVID-19, which is uncertain.   

While the drybulk earnings environment in Q1 2020 was already trending lower in part due to Brazilian iron ore supply constraints, the onset and continued spread of COVID-19 further accentuated this decline. The Capesize market is heavily reliant on iron ore shipments, particularly from Brazil, which decreased by 16% from the previous year in the first quarter of 2020, marking the lowest quarter since the first quarter of 2013 as heavy rainfall impacted export activity.

The outlook for China and the rest of the world remains uncertain and is highly dependent on the path of COVID-19 and measures taken by the governments around the world in response to it.  In the near term, given overall decreased economic activity globally, we believe that drybulk commodities that are closely tied to global GDP growth,

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such as coal and various minor bulk cargoes, are likely to continue to see reduced trade flows due to lower end user demand.  As countries worldwide begin to gradually recover and reopen their respective economies, we anticipate augmented trade flows and demand for raw materials, which could support increased drybulk earnings.  However, the timing of any such recovery cannot be predicted and could be affected by a resurgence of the virus.

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

We have implemented protocols with regard to crew rotations to keep our crew members safe and healthy which includes polymerase chain reaction (PCR) antibody testing as well as a 14-day quarantine period prior to boarding a vessel. Genco is enacting crew changes where permissible by regulations of the ports and origin of the mariners, in addition to strict protocols that safeguard our crews against COVID-19 exposure.

Onshore, our three global offices located in New York, Copenhagen, and Singapore are temporarily closed with our personnel working remotely.  We have also placed a ban on all non-essential travel.

The COVID-19 pandemic and measures to contain its spread thus have negatively impacted and could continue  to impact regional and global economies and trade patterns in markets in which we operate, the way we operate our business, and the businesses of our charterers and suppliers.  These impacts may continue or become more severe. The extent to which the COVID-19 pandemic impacts our business going forward will depend on numerous evolving factors we cannot reliably predict, including the duration and scope of the pandemic; governmental, business, and individuals’ actions in response to the pandemic; and the impact on economic activity, including the possibility of recession or financial market instability.  Please refer to Risk Factors (Part II, Item 1A of this Form 10-Q) for a discussion of these factors and other risks.

U.S.-China Trade War

Over the course of 2018 and 2019, 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. With the signing of the “phase one” trade agreement between China and the U.S. in January 2020, China has agreed in principle to purchase meaningful quantities of soybeans from the U.S.  However, a re-escalation of protectionist measures taken between these countries or other could lead to reduced volumes of drybulk trade.

IMO 2020 Compliance

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

We have installed scrubbers on our 17 Capesize vessels, 16 of which were completed during 2019 and one of which was completed in January 2020.  The remainder of our fleet has begun consuming compliant, low sulfur fuel beginning in 2020, although we intend to continue to evaluate other options.  During the course of 2019, we sold four of

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our vessels.  Additionally, we have sold two of our vessels during the first quarter of 2020 and have entered into agreements to sell three additional vessels for which the sales are expected to be completed during the second and third quarters of 2020.  We will continue to seek opportunities to renew our fleet going forward. 

Our Operations

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

Our management team and our other employees are responsible for the commercial and strategic management of our fleet. Commercial management includes the negotiation of charters for vessels, managing the mix of various types of charters, such as time charters, spot market voyage charters and spot market-related time charters, and monitoring the performance of our vessels under their charters. Strategic management includes locating, purchasing, financing and selling vessels. 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 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, 2020 and 2019 on a consolidated basis. 

	For the Three Months Ended
	March 31,				Increase
	2020		2019		(Decrease)		% Change
Fleet Data:
Ownership days (1)
Capesize		1,547.0		1,530.0		17.0	1.1	%
Panamax		64.8		207.2		(142.4)	(68.7)	%
Ultramax		546.0		540.0		6.0	1.1	%
Supramax		1,820.0		1,800.0		20.0	1.1	%
Handymax		—		—		—	—	%
Handysize		964.7		1,170.0		(205.3)	(17.5)	%
Total		4,942.5		5,247.2		(304.7)	(5.8)	%
Chartered-in days (2)
Capesize		—		—		—	—	%
Panamax		—		—		—	—	%
Ultramax		178.3		30.4		147.9	486.5	%
Supramax		204.1		186.4		17.7	9.5	%
Handymax		14.5		17.4		(2.9)	(16.7)	%
Handysize		25.1		58.9		(33.8)	(57.4)	%
Total		422.0		293.1		128.9	44.0	%
Available days (owned & chartered-in fleet) (3)
Capesize		1,528.4		1,528.8		(0.4)	(0.0)	%
Panamax		64.4		207.2		(142.8)	(68.9)	%
Ultramax		668.4		570.2		98.2	17.2	%

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	For the Three Months Ended
	March 31,						Increase
	2020			2019			(Decrease)			% Change
Supramax		1,971.0			1,945.6			25.4		1.3	%
Handymax		14.5			17.4			(2.9)		(16.7)	%
Handysize		982.2			1,226.9			(244.7)		(19.9)	%
Total		5,228.9			5,496.1			(267.2)		(4.9)	%
Available days (owned fleet) (4)
Capesize		1,528.4			1,528.8			(0.4)		(0.0)	%
Panamax		64.4			207.2			(142.8)		(68.9)	%
Ultramax		490.1			539.8			(49.7)		(9.2)	%
Supramax		1,766.9			1,759.2			7.7		0.4	%
Handymax		—			—			—		—	%
Handysize		957.1			1,168.0			(210.9)		(18.1)	%
Total		4,806.9			5,203.0			(396.1)		(7.6)	%
Operating days (5)
Capesize		1,528.4			1,515.3			13.1		0.9	%
Panamax		60.1			199.7			(139.6)		(69.9)	%
Ultramax		667.8			531.5			136.3		25.6	%
Supramax		1,944.9			1,915.9			29.0		1.5	%
Handymax		14.5			17.4			(2.9)		(16.7)	%
Handysize		910.4			1,202.7			(292.3)		(24.3)	%
Total		5,126.1			5,382.5			(256.4)		(4.8)	%
Fleet utilization (6)
Capesize		99.9	%		99.0	%		0.9	%	0.9	%
Panamax		92.7	%		96.4	%		(3.7)	%	(3.8)	%
Ultramax		99.9	%		93.2	%		6.7	%	7.2	%
Supramax		98.6	%		97.1	%		1.5	%	1.5	%
Handymax		100.0	%		100.0	%		—	%	—	%
Handysize		92.0	%		97.9	%		(5.9)	%	(6.0)	%
Fleet average		97.8	%		97.4	%		0.4	%	0.4	%

	For the Three Months Ended
	March 31,				Increase
	2020		2019		(Decrease)		% Change
Average Daily Results:
Time Charter Equivalent (7)
Capesize	$	16,660	$	12,054	$	4,606	38.2	%
Panamax		5,439		7,889		(2,450)	(31.1)	%
Ultramax		8,107		8,421		(314)	(3.7)	%
Supramax		6,492		8,769		(2,277)	(26.0)	%
Handymax		—		—		—	—	%
Handysize		5,734		6,938		(1,204)	(17.4)	%
Fleet average		9,755		9,230		525	5.7	%
Daily vessel operating expenses (8)
Capesize	$	4,886	$	4,963	$	(77)	(1.6)	%
Panamax		4,175		4,327		(152)	(3.5)	%
Ultramax		4,637		4,300		337	7.8	%
Supramax		4,209		4,268		(59)	(1.4)	%
Handymax		—		—		—	—	%
Handysize		3,884		4,015		(131)	(3.3)	%

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	For the Three Months Ended
	March 31,				Increase
	2020		2019		(Decrease)		% Change
Fleet average		4,413		4,420		(7)	(0.2)	%

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 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. 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,
	2020		2019
Voyage revenues (in thousands)	$	98,336	$	93,464
Voyage expenses (in thousands)		48,368		43,022
Charter hire expenses (in thousands)		3,075		2,419
		46,893		48,023
Total available days for owned fleet		4,807		5,203
Total TCE rate	$	9,755	$	9,230

(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

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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.

Operating Data

The following table represents the operating data for the three months ended March 31,  2020 and 2019 on a consolidated basis.

	For the Three Months Ended
	March 31,
	2020		2019		Change		% Change
	(U.S. dollars in thousands, except for per shareamounts)
Revenue:
Voyage revenues	$	98,336	$	93,464	$	4,872	5.2	%
Total revenues		98,336		93,464		4,872	5.2	%
Operating Expenses:
Voyage expenses		48,368		43,022		5,346	12.4	%
Vessel operating expenses		21,813		23,190		(1,377)	(5.9)	%
Charter hire expenses		3,075		2,419		656	27.1	%
General and administrative expenses (inclusive of nonvested stock amortization expense of $481 and $452, respectively)		5,767		6,310		(543)	(8.6)	%
Technical management fees		1,854		1,940		(86)	(4.4)	%
Depreciation and amortization		17,574		18,076		(502)	(2.8)	%
Impairment of vessel assets		112,814		—		112,814	100.0	%
Loss (gain) on sale of vessels		486		(611)		1,097	(179.5)	%
Total operating expenses		211,751		94,346		117,405	124.4	%
Operating loss		(113,415)		(882)		(112,533)	12,758.8	%
Other expense		(6,935)		(6,919)		(16)	0.2	%
Net loss	$	(120,350)	$	(7,801)	$	(112,549)	1,442.8	%
Net loss per share - basic	$	(2.87)	$	(0.19)	$	(2.68)	1,410.5	%
Net loss per share - diluted	$	(2.87)	$	(0.19)	$	(2.68)	1,410.5	%
Weighted average common shares outstanding - basic		41,866,357		41,726,106		140,251	0.3	%
Weighted average common shares outstanding - diluted		41,866,357		41,726,106		140,251	0.3	%
EBITDA (1)	$	(96,425)	$	17,523	$	(113,948)	(650.3)	%

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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 for each of the periods presented above:

	For the Three Months Ended
	March 31,
	2020		2019
Net loss	$	(120,350)	$	(7,801)
Net interest expense		6,351		7,248
Income tax expense		—		—
Depreciation and amortization		17,574		18,076
EBITDA (1)	$	(96,425)	$	17,523

Results of Operations

The following tables set forth information about the current employment of the vessels in our fleet as of May 5, 2020:

	Year	Charter
Vessel	Built	Expiration(1)	Cash Daily Rate(2)
Capesize Vessels
Genco Augustus	2007	May 2020	Voyage
Genco Tiberius	2007	July 2020	Voyage
Genco London	2007	May 2020	Voyage
Genco Titus	2007	May 2020	Voyage
Genco Constantine	2008	May 2020	Voyage
Genco Hadrian	2008	June 2020	Voyage
Genco Commodus	2009	May 2020	$6,000
Genco Maximus	2009	June 2020	$6,000
Genco Claudius	2010	May 2020	Voyage
Genco Tiger	2011	July 2020	Voyage
Baltic Lion	2012	June 2020	$7,600
Baltic Bear	2010	June 2020	Voyage
Baltic Wolf	2010	May 2020	Voyage
Genco Resolute	2015	July 2020	Voyage
Genco Endeavour	2015	May 2020	Voyage
Genco Defender	2016	June 2020	Voyage
Genco Liberty	2016	June 2020	Voyage
Ultramax Vessels
Baltic Hornet	2014	May 2020	$8,800
Baltic Wasp	2015	May 2020	Voyage
Baltic Scorpion	2015	June 2020	$6,250

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	Year	Charter
Vessel	Built	Expiration(1)	Cash Daily Rate(2)
Baltic Mantis	2015	May 2020	Voyage
Genco Weatherly	2014	May 2020	$8,000
Genco Columbia	2016	May 2020	Voyage
Supramax Vessels
Genco Predator	2005	April 2020	$17,500
Genco Warrior	2005	June 2020	$9,000
Genco Hunter	2007	May 2020	Voyage
Genco Lorraine	2009	May 2020	Voyage
Genco Loire	2009	May 2020	Voyage
Genco Aquitaine	2009	May 2020	Voyage
Genco Ardennes	2009	June 2020	Voyage
Genco Auvergne	2009	June 2020	$2,750
Genco Bourgogne	2010	April 2020	$8,050
Genco Brittany	2010	June 2020	Voyage
Genco Languedoc	2010	June 2020	Voyage
Genco Normandy	2007	May 2020	Voyage
Genco Picardy	2005	April 2020	Voyage
Genco Provence	2004	May 2020	Voyage
Genco Pyrenees	2010	June 2020	Voyage
Genco Rhone	2011	May 2020	Voyage
Baltic Leopard	2009	June 2020	$7,500
Baltic Panther	2009	June 2020	Voyage
Baltic Jaguar	2009	June 2020	Voyage
Baltic Cougar	2009	June 2020	Voyage
Handysize Vessels
Baltic Hare	2009	May 2020	$5,750
Baltic Fox	2010	May 2020	$2,350
Baltic Wind	2009	April 2020	$3,750
Baltic Cove	2010	May 2020	$2,200
Baltic Breeze	2010	May 2020	$4,000
Genco Ocean	2010	May 2020	Voyage
Genco Bay	2010	May 2020	Voyage
Genco Avra	2011	July 2020	Voyage
Genco Mare	2011	June 2020	Voyage
Genco Spirit	2011	May 2020	$3,250

(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, 2020 compared to the three months ended March 31, 2019

VOYAGE REVENUES-

For the three months ended March 31, 2020, voyage revenues increased by $4.9 million, or 5.2%, to $98.3 million as compared to $93.5 million for the three months ended March 31, 2019.  The increase in voyage revenues was primarily due to increased employment of vessels on spot market voyage charters, specifically for Capesize vessels, partially offset by reduced fixed time charter rates for certain vessels in our fleet. Since most of our revenues for the first quarter derived from forward cargoes and short-period time charters entered into before the COVID-19 pandemic began to have a significant economic effect, our results for the first quarter were partially insulated from the impact of COVID-19.  However, we believe the pandemic has resulted in lower drybulk rates since March of this year than we would have achieved in the absence of the virus, given lower demand for some of the cargoes we carry, including iron ore, coal and various minor bulk commodities.  In some countries, notably India, the curtailing of terminal operations due to COVID-19 since March has resulted in reduced activity at ports and further curtailed the ability of drybulk vessels to earn revenues.  

The average Time Charter Equivalent (“TCE”) rate of our fleet increased 5.7%  to $9,755 a day for the three months ended March 31, 2020 from $9,230 a day for the three months ended March 31, 2019.  The increase in TCE rates was primarily a result of higher rates achieved by our Capesize vessels partially offset by lower rates for our smaller class vessels. 

Beginning in the first quarter of 2020 through the present, as a number of the charters we booked prior to the global spread of COVID-19 have expired, subsequent fixtures for certain of our vessels have been at lower rates than what was fixed for the previous quarter.  For Capesize vessels, rates as reported by the Baltic Exchange are significantly lower than those that our vessels earned in the second half of 2019.  However, the Baltic Capesize Index has improved from first quarter lows.  We believe this trend is largely attributable to early signs of industrial recovery in China that began in March 2020 as well as indications of a potential gradual recovery in iron ore shipments from Brazil, which we believe is based on such recovery in China as well as the cessation of weather-related disruptions.  Market conditions and rates for minor bulk vessels have been declining during the second quarter to date from rates during the first quarter of 2020 and are also significantly lower than those in the second half of 2019.  As cargoes on these vessels largely consist of commodities tied to global economic activity as a whole, we believe the decline in rates is largely attributable to decreased global economic activity in countries other than China as a result of COVID-19, which have not yet shown signs of recovery. 

The overall uncertainty surrounding the impact of COVID-19 on our business, together with reduced economic activity and in turn trade flows, could continue to negatively impact the revenue generated by our vessels.  While we believe that the recovery of economies affected by COVID-19 will lead to increased trade flows and improvement in drybulk shipping rates, the timing of any such recovery cannot be predicted and could be affected by a resurgence of the virus.

 For the three months ended March 31, 2020 and 2019, we had 4,942.5 and 5,247.2 ownership days, respectively. The decrease in ownership days is primarily due to the sale of four vessels during 2019 and two vessels during the first quarter of 2020.   Fleet utilization increased to 97.8% during the three months ended March 31, 2020 from 97.4% during the three months ended March 31, 2019, primarily due to decrease in offhire during the first quarter of 2020.

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

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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 $5.3 million from $43.0 million during the three months ended March 31, 2019 as compared to $48.4 million during the three months ended March 31, 2020.    This increase was primarily due to the onset of IMO 2020 in which our non-scrubber fitted minor bulk fleet consumed more expensive low sulfur fuel as opposed to high sulfur fuel in order to comply with sulfur emissions regulations that took effect on January 1, 2020.  This was partially offset by savings in fuel costs on our Capesize vessels, which are all fitted with scrubbers and continue to consume the less expensive high sulfur fuel.  Additionally, there was an increase in bunkers consumed during short-term time charters during the first quarter of 2020 as compared to the first quarter of 2019.

VESSEL OPERATING EXPENSES-

Vessel operating expenses decreased by $1.4 million from $23.2 million during the three months ended March 31, 2019 to $21.8 million during the three months ended March 31, 2020. The decrease was primarily due to fewer owned vessels during the first quarter of 2020 as compared to the first quarter of 2019.

Daily vessel operating expenses decreased marginally to $4,413 per vessel per day for the three months ended March 31, 2020 from $4,420 per day for the three months ended March 31, 2019.  Refer to “Capital Expenditures” below for further detail.  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, 2020 were $177 below the weighted-average budgeted rate of $4,590 per vessel per day for the entire year.

Restrictions on crew rotations have led to a temporary decline in crewing related expenses in the near-term although we anticipate costs to normalize over time. The timing of crew rotations remains dependent on the duration and severity of COVID-19 in countries from which our crews are sourced as well as any restrictions in place at ports in which our vessels call. In cases when crew rotations are delayed, we may have some additional costs related to crew bonuses aimed at keeping existing on board for prolonged periods of time.

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.  The impact of COVID-19 could result in potential shortages or a lack of access to required spare parts for the operation of our vessels, or potential delays in any unscheduled repairs, which could lead to business disruptions and delays.

As a result of the pending sale of the Genco Bay and the Baltic Breeze, we anticipate that we will forego budgeted drydocking costs of $1.4 million in the aggregate.  Refer to Note 4 — Vessel Acquisitions and Dispositions in our Condensed Consolidated Financial Statements for further details.

CHARTER HIRE EXPENSES-

Charter hire expenses increased by $0.7 million from $2.4 million during the three months ended March 31, 2019 to $3.1 million during the three months ended March 31, 2020.  During the first quarter of 2020, we chartered in thirteen third-party vessels as compared to nine vessels during the first quarter of 2019.

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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 incurred additional general and administrative expenses during 2019 as a result of our global expansion to Singapore and Copenhagen and may incur additional such expenses related to these overseas offices during 2020.

For the three months ended March 31, 2020 and 2019, general and administrative expenses were $5.8 million and $6.3 million, respectively.  The $0.5 million decrease was primarily due to a decrease in office maintenance fees as well as legal and professional fees.

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 and $1.9 million during the three months ended March 31, 2020 and 2019, respectively. 

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 decreased by $0.5 million to $17.6 million during the three months ended March 31, 2020 as compared to $18.1 million during the three months ended March 31, 2019.  This decrease was primarily due to a decrease in depreciation expense for the five vessels that were sold during the fourth quarter of 2019 and the first quarter of 2020, as well as a decrease for the ten Handysize vessels that were impaired during the first quarter of 2020.  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, 2020, we recorded $112.8 million of impairment of vessel assets.  There was no impairment of vessel assets during the three months ended March 31, 2019. 

On February 24, 2020, the Board of Directors determined to dispose of the ten of our Handysize vessels; the Baltic Hare, the Baltic Fox, the Baltic Wind, the Baltic Cove, the Baltic Breeze, the Genco Ocean, the Genco Bay, the Genco Avra, the Genco Mare and the Genco Spirit, at times and on terms to be determined in the future.  Given this decision, and that the revised estimated future undiscounted cash flows for each of these older vessels did not exceed the net book value for each vessel given the estimated probabilities of whether the vessels will be sold, we have adjusted the values of these older vessels to their respective fair market values during the first quarter of 2020.  Subsequent to February 24, 2020, we have entered into agreements to sell three of these vessels during the first quarter of 2020, namely the Baltic Wind, the Baltic Breeze and the Genco Bay, which were adjusted to their net sales prices.  Total impairment recorded during the first quarter of 2020 related to these ten Handysize vessels was $85.8 million.   

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At March 31, 2020, we determined that the expected estimated future undiscounted cash flows for four of our Supramax vessels; the Genco Picardy, the Genco Predator, the Genco Provence and the Genco Warrior; did not exceed the net book value of these vessels as of March 31, 2020.  As such, we adjusted the carrying value of these vessels to their respective fair market values as of March 31, 2020.  This resulted in an impairment loss of $27.0 million during the first quarter of 2020.

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

LOSS (GAIN) ON SALE OF VESSELS-

During the first quarter of 2020, we recorded a net loss on sale of vessels of $0.5 million related primarily to the sale of the Genco Charger on February 24, 2020 and Genco Thunder on March 5, 2020.  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.

OTHER (EXPENSE) INCOME-

NET INTEREST EXPENSE –

Net interest expense decreased by $0.9 million from $7.2 million during the three months ended March 31, 2019 to $6.4 million during the three months ended March 31, 2020.  Net interest expense during the three months ended March 31, 2020 and 2019 consisted of interest expense under our credit facilities and amortization of deferred financing costs for those facilities. This decrease was primarily due to a $1.6 million decrease in interest expense as a result of lower interest rates, as well as lower outstanding debt.  This was offset by a $0.7 million decrease in interest income due to a decrease in interest earned on our time deposits and cash accounts.  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 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 believe, given our current cash holdings, if drybulk shipping rates do not decline significantly from current levels, our capital resources, including cash anticipated to be generated within the year, are sufficient to fund our operations for at least the next twelve months.  Such resources include unrestricted cash and cash equivalents of $134.3 million as of March 31, 2020, which compares to a minimum liquidity requirement under our credit facilities of approximately $37 million as of the date of this report.  Given quarterly amortization payments of $18.2 million under our credit facilities, anticipated capital expenditures related to drydockings and the installation of ballast water treatment systems (“BWTS”), as well as any quarterly dividend payments, we anticipate to continue to have significant cash expenditures.  However, if market conditions were to worsen significantly due to the current COVID-19 pandemic, then our cash resources may decline to a level that may put at risk our ability to service timely our debt and capital expenditure commitments. 

Our credit facilities contain collateral maintenance covenants that require the aggregate appraised value of collateral vessels to be at least 135% of the principal amount of the loan outstanding under each such facility.  If the values of our vessels were to decline further significantly as a result of COVID-19 or otherwise, we may not satisfy this collateral maintenance requirement.  Any borrowings under the $25 million revolving credit facility we are negotiating that is further described below may make it more difficult to satisfy the collateral maintenance requirement under our

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$108 Million Credit Facility.  If we do not satisfy the collateral maintenance requirement, we will need to post additional collateral or prepay outstanding loans to bring us back into compliance, or we will need to seek waivers, which may not be available or may be subject to conditions.

In the future, we may require capital to fund acquisitions or to improve or support our ongoing operations and debt structure, particularly in light of economic conditions resulting from the ongoing COVID-19 pandemic.  We may from time to time seek to raise additional capital through equity or debt offerings, selling vessels or other assets, pursuing strategic opportunities, or otherwise.  We may also from time to time seek to incur additional debt financing from private or public sector sources, refinance our indebtedness or obtain waivers or modifications to our credit agreements to obtain more favorable terms, enhance flexibility in conducting our business, or otherwise.  We may also seek to manage our interest rate exposure through hedging transactions.  We may seek to accomplish any of these independently or in conjunction with one or more of these actions.  However, if market conditions are unfavorable, we may be unable to accomplish any of the foregoing on acceptable terms or at all.  Please refer to Risk Factors (Part II, Item 1A of this Form 10-Q) for a further discussion of risks related to our liquidity and capital resources.

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 that 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.  We are in the process of negotiating a revolving credit facility with lenders of our current bank group for up to $25 million, which we expect will be collateralized by the vessels in our $108 Million Credit Facility.  There can be no assurance that we will be able to enter into this facility or obtain funding under it on favorable terms or at all.

At March 31, 2020, we were in compliance with all financial covenants under the $495 Million Credit facility and the $108 Million Credit Facility.    

Dividends

Our Board of Directors has adopted a quarterly dividend policy to pay a dividend of $0.175 per share. However, in light of ongoing market weakness and heightened economic uncertainty as a result of the COVID-19 pandemic, our Board of Directors determined it would be prudent to reduce our regular quarterly dividend following its quarterly review in order to support our balance sheet and liquidity position and better position us for an eventual economic recovery.  Accordingly, on May 6, 2020, we announced a quarterly dividend of $0.02 per share.  Our Board expects to reassess the payment of dividends as appropriate from time to time. Our declaration and payment of dividends is subject to a number of conditions and restrictions as described below. 

On November 5, 2019, we entered into amendments with our lenders to the dividend covenants of the credit agreements for our $495 Million Credit Facility and our $108 Million Credit Facility.  Under the terms of these two facilities as so amended, dividends or repurchases of our stock are subject to customary conditions.  We may pay dividends or repurchase stock under these facilities to the extent our total unrestricted cash and cash equivalents are greater than $100 million and 18.75% of our total indebtedness, whichever is higher; if we cannot satisfy this condition, we are subject to a limitation of 50% of consolidated net income for the quarter preceding such dividend payment or stock repurchase if the collateral maintenance test ratio is 200% or less for such quarter, for which purpose the full commitment of up to $35 million of our new scrubber tranche is assumed to be drawn.  At March 31, 2020, we had  unrestricted cash and cash equivalents of $134.3 million. We have commitments for amortization payments expected to be $18.2 million per quarter for 2020, or $20.2 million from September 30, 2020 onward, if we draw in full the $25 million credit facility we are negotiating. Therefore, if we do not generate cash flow from operations, we would be unlikely to be able to declare or pay dividends after the end of 2020, assuming we draw such facility in full (or earlier if we do not), except to the extent of permissible dividends from net income.

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The declaration and payment of any dividend or any stock repurchase is subject to the discretion of our Board of Directors.  Our Board of Directors and management continue to closely monitor market developments together with the evaluation of our quarterly dividend policy in the current market environment.  The principal business factors that our Board of Directors expects to consider when determining the timing and amount of dividend payments or stock repurchases include our earnings, financial condition, and cash requirements at the time. Marshall Islands law generally prohibits the declaration and payment of dividends or stock repurchases other than from surplus. Marshall Islands law also prohibits the declaration and payment of dividends or stock repurchases while a company is insolvent or would be rendered insolvent by the payment of such a dividend or such a stock repurchase. Ongoing market weakness and heightened economic uncertainty as a result of the COVID-19 pandemic and related economic conditions may result in our suspension, reduction, or termination of future quarterly dividends.

U.S. Federal Income Tax Treatment of Dividends

U.S. Holders

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

Subject to the discussion of passive foreign investment company (PFIC) status on pages 41 – 42 in the 2019 10-K, any distributions made by us to a U.S. Holder with respect to our common shares generally will constitute dividends to the extent of our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Distributions in excess of those earnings and profits will be treated first as a nontaxable return of capital to the extent of the U.S. Holder's tax basis in our common shares (determined on a share-by-share basis), and thereafter as capital gain. U.S. Holders that own at least 10% of our shares may be able to claim a dividends-received-deduction and should consult their tax advisors.

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

Amounts taxable as dividends generally will be treated as passive income from sources outside the U.S. However, if (a) we are 50% or more owned, by vote or value, by U.S. Holders and (b) at least 10% of our earnings and profits are attributable to sources within the U.S., then for foreign tax credit purposes, a portion of our dividends would

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be treated as derived from sources within the U.S. With respect to any dividend paid for any taxable year, the U.S. source ratio of our dividends for foreign tax credit purposes would be equal to the portion of our earnings and profits from sources within the U.S. for such taxable year divided by the total amount of our earnings and profits for such taxable year. The rules related to U.S. foreign tax credits are complex and U.S. Holders should consult their tax advisors to determine whether and to what extent a credit would be available.

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

Tax Consequences if We Are a Passive Foreign Investment Company

As discussed in “U.S. tax authorities could treat us as a ‘passive foreign investment company,’ which could have adverse U.S. federal income tax consequences to U.S. shareholders” in Item 1.A Risk Factors in our 2019 10-K, a foreign corporation generally will be treated as a PFIC for U.S. federal income tax purposes if, after applying certain look through rules, either (1) at least 75% of its gross income for any taxable year consists of “passive income” or (2) at least 50% of the average value or adjusted bases of its assets (determined on a quarterly basis) produce or are held for the production of passive income, i.e., “passive assets.”  As discussed above, we do not believe that our past or existing operations would cause, or would have caused, us to be deemed a PFIC with respect to any taxable year.  No assurance can be given that the IRS or a court of law will accept our position, and there is a risk that the IRS or a court of law could determine that we are a PFIC.  Moreover, there can be no assurance that we will not become a PFIC in any future taxable year because the PFIC test is an annual test, there are uncertainties in the application of the PFIC rules, and although we intend to manage our business so as to avoid PFIC status to the extent consistent with our other business goals, there could be changes in the nature and extent of our operations in future taxable years.

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

Non-U.S. Holders

Non-U.S. Holders generally will not be subject to U.S. federal income tax on dividends received from us on our common shares unless the income is effectively connected with the conduct by the Non-U.S. Holder of a trade or business in the United States (“effectively connected income”) (and, if an applicable income tax treaty so provides, the dividends are attributable to a permanent establishment maintained by the Non-U.S. Holder in the U.S.).  Effectively connected income (or, if an income tax treaty applies, income attributable to a permanent establishment maintained in the U.S.) generally will be subject to regular U.S. federal income tax in the same manner discussed above relating to taxation of U.S. Holders. In addition, earnings and profits of a corporate Non-U.S. Holder that are attributable to such

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income, as determined after allowance for certain adjustments, may be subject to an additional branch profits tax at a rate of 30%, or at a lower rate as may be specified by an applicable income tax treaty. Non-U.S. Holders may be subject to tax in jurisdictions other than the United States on dividends received from us on our common shares.

Dividends paid on our common shares to a non-corporate U.S. Holder may be subject to U.S. federal backup withholding tax if the non-corporate U.S. Holder:

· fails to provide us with an accurate taxpayer identification number;

· is notified by the IRS that they have become subject to backup withholding because they previously failed to report all interest and dividends required to be shown on their federal income tax returns; or

· fails to comply with applicable certification requirements

A holder that is not a U.S. Holder or a partnership may be subject to U.S. federal backup withholding with respect to such dividends unless the holder certifies that it is a non-U.S. person, under penalties of perjury, or otherwise establishes an exemption therefrom.  Backup withholding tax is not an additional tax. Holders generally may obtain a refund of any amounts withheld under backup withholding rules that exceed their income tax liability by timely filing a refund claim with the IRS.

You are encouraged to consult your own tax advisor concerning the overall tax consequences arising in your own particular situation under U.S. federal, state, local, or foreign law from the payment of dividends on our common stock.

Cash Flow

Net cash used in operating activities for the three months ended March 31, 2020 was $4.0 million as compared to net cash provided by operating activities of $11.6 million for the three months ended March 31, 2019.  This decrease in cash provided by operating activities was primarily due to an increase in amounts due from charterers as of March 31, 2020 based on the timing of freight payments and the percentage completion of spot voyages for our vessels, an increase in drydocking related expenditures and other changes in working capital.  

Net cash provided by investing activities was $5.6 million during the three months ended March 31, 2020 as compared to net cash used in investing activities of $4.1 million during the three months ended March 31, 2019.  This increase was primarily due to an increase in net proceeds from the sale of vessels, as well as a decrease in ballast water treatment system related expenditures.  These amounts were partially offset by an increase in cash used to purchase  scrubbers for our vessels.

Net cash used in financing activities during the three months ended March 31, 2020 and 2019 was $14.3 million and $17.3 million, respectively.  The decrease was primarily due to the $11.3 million drawdown on the $495 Million Credit Facility during the first quarter of 2020, partially offset by  a $7.3 million payment of dividends during the first quarter of 2020 and a $1.7 million increase in repayments under the $495 Million Credit Facility.

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, 2020 and December 31, 2019, 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, 2020 and December 31, 2019.

Contractual Obligations

The following table sets forth our contractual obligations and their scheduled maturity dates as of March 31, 2020.  The table incorporates the employment agreement entered into in September 2007 with our Chief Executive Officer and President, John C. Wobensmith, as amended.  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 our office leases. 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 remaining contractual purchase obligations for the purchase of ballast water treatment systems for 42 of our vessels, refer to “Capital Expenditures” 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	$	488,834	$	54,721	$	145,924	$	288,189	$	—
Interest and borrowing fees		43,558		12,600		26,364		4,594		—
Vessel purchase obligations		8,516		3,001		5,515		—		—
Executive employment agreement		305		305		—		—		—
Office leases		12,802		1,672		4,460		4,831		1,839
Totals	$	554,015	$	72,299	$	182,263	$	297,614	$	1,839

(1) Represents the nine-month period ending December 31, 2020.

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Interest expense has been estimated using 0.44% based on one-month LIBOR plus the average applicable margin of 3.25% for the $460 million tranche of the $495 Million Credit Facility, 2.50% for the $35 million tranche of the $495 Million Credit facility and 2.50% for the $108 Million Credit Facility.

Capital Expenditures

We make capital expenditures from time to time in connection with our vessel acquisitions.  Our fleet currently consists of 53 drybulk vessels, including 17 Capesize drybulk carriers, six Ultramax drybulk carriers, 20 Supramax drybulk carriers and 10 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 previous drydockings

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

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

During the second half of 2018, we entered into agreements for the purchase of BWTS for 42 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 $0.9 million for Capesize, $0.6 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.  During 2019 and the first quarter of 2020, we completed the installation of BWTS on 17 and two of our vessels, respectively.  We intend to fund the remaining BWTS purchase price and installation fees using cash on hand.  

Under maritime regulations that went into effect January 1, 2020, our vessels were required to reduce sulfur emissions, for which the principal solutions are the use of scrubbers or buying fuel with low sulfur content.  We have completed the installation of scrubbers on our 17 Capesize vessels, 16 of which were completed as of December 31, 2019 and the last one of which was completed on January 17, 2020. The remainder of our vessels are consuming VLSFO.  The costs for the scrubber equipment and installation 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.  For vessels on which we did not install scrubbers, we incurred additional costs during 2019 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.  Through March 31, 2020, we have paid $39.5 million in cash installments towards our scrubber program and have drawn down $32.8 million under the scrubber tranche under our $495 Million Credit Facility.  While we completed 16 scrubber retrofits during 2019 and one in January 2020, due to the timing of cash flows, we have approximately $3.0 million relating to our scrubber program currently recorded in accounts payable as of March 31, 2020, which we plan to pay during the second quarter of 2020. 

We estimate our drydocking costs, including capitalized costs incurred during drydocking related to vessel assets and vessel equipment, BWTS costs, and scheduled off-hire days for our fleet through 2021 to be:

Year	Estimated Drydocking  Cost (1)		Estimated BWTS Cost (2)		Estimated Off-hire  Days (3)
	(U.S. dollars in millions)
Remainder of 2020	$	7.6	$	3.0	210
2021	$	9.3	$	5.5	230

(1) Estimated drydocking costs during the remainder of 2020 and 2021 include $2.1 million and $2.1 million of costs, respectively, for vessels that could potentially be sold.  Refer to “Impairment of long-lived assets” section in Note 2 — Summary of Significant Accounting Policies in our Condensed Consolidated Financial Statements.

(2) Estimated BWTS costs during the remainder of 2020 and 2021 include $1.1 million and $1.5 million of costs, respectively, for vessels that could potentially be sold.  Refer to “Impairment of long-lived assets” section in Note 2 — Summary of Significant Accounting Policies in our Condensed Consolidated Financial Statements.

(3) Estimated offhire days during the remainder of 2020 and 2021 include 60 days and 60 days, respectively, for vessels that could potentially be sold.  Refer to “Impairment of long-lived assets” section in Note 2 — Summary of Significant Accounting Policies in our Condensed Consolidated Financial Statements.

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, 2020 and 2019, we incurred a total of $2.8 million and $0.4 million of drydocking costs, respectively, excluding costs incurred during drydocking that were capitalized to vessel assets or vessel equipment. 

Five vessels completed their respective drydockings during the three months ended March 31, 2020, which included one vessel that began its drydocking during the fourth quarter of 2019.  We estimate that ten of our vessels will be drydocked during the remainder of 2020 and 11 of our vessels will be drydocked during 2021. 

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

Off-Balance Sheet Arrangements

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

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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 2019 10-K.  

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 2019 10-K. 

During the three months ended March 31, 2020, we recorded losses of $112.8 million related to the impairment of vessel assets.   There was $85.8 million of impairment expense recorded during the three months ended March 31, 2020 for the remaining ten of our Handysize vessels; the Baltic Hare, the Baltic Fox, the Baltic Wind, the Baltic Cove, the Baltic Breeze, the Genco Ocean, the Genco Bay, the Genco Avra, the Genco Mare and the Genco Spirit. On February 24, 2020, our Board of Directors determined to dispose of these vessels at times and on terms to be determined in the future.    Given this decision, and that the revised estimated future undiscounted cash flows for each of these older vessels did not exceed the net book value for each vessel given the estimated probabilities of whether the vessels will be sold, we adjusted the values of these older vessels to their respective fair market values during the first quarter of 2020.  Subsequent to February 24, 2020, we have entered into agreements to sell three of these vessels during the first quarter of 2020, namely the Baltic Wind, the Baltic Breeze and the Genco Bay, which were adjusted to their net sales price.  Refer to Note 2 — Summary of Significant Accounting Policies in our Condensed Consolidated Financial Statements for further information.

Additionally, at March 31, 2020, we determined that the expected estimated future undiscounted cash flows for four of our Supramax vessels; the Genco Picardy, the Genco Predator, the Genco Provence and the Genco Warrior; did not exceed the net book value of these vessels as of March 31, 2020.  As such, we adjusted the carrying value of these vessels to their respective fair market values as of March 31, 2020.  This resulted in an impairment loss of $27.0 million during the three months ended March 31, 2020.

There was no impairment of vessel assets recorded during the three months ended March 31, 2019.

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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, 2020.  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, 2020 and December 31, 2019.  Vessels have been grouped according to their collateralized status as of March 31, 2020.  The carrying value of the ten Handysize vessels and four Supramax vessels as noted above reflect the impairment loss recorded during the three months ended March 31, 2020.  The carrying value of the Genco Thunder and Genco Charger at December 31, 2019 reflect the impairment loss recorded during 2019 for these vessels. 

At March 31, 2020, 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, 2020, with the exception of the Baltic Hare, the Baltic Wind, the Baltic Cove, the Baltic Breeze, the Genco Ocean, the Genco Bay, the Genco Avra, the Genco Mare, the Genco Spirit, the Genco Picardy, the Genco Predator, the Genco Provence and the Genco Warrior, which were impaired during the three months ended March 31, 2020 as noted above.  At December 31, 2019, the vessel valuations of all of our vessels for covenant compliance purposes under our credit facility as of the most recent compliance testing date were lower than their carrying values at December 31, 2019, with the exception of the Genco Charger, which was impaired during the year ended December 31, 2019.

The amount by which the carrying value at March 31, 2020 of all of the vessels in our fleet, with the exception of the  13 aforementioned vessels, exceeded the valuation of such vessels for covenant compliance purposes ranged, on an individual vessel basis, from $0.1 million to $18.5 million per vessel, and $340.0 million on an aggregate fleet basis.  The amount by which the carrying value at December 31, 2019 of all of the vessels in our fleet, with the exception of the one aforementioned vessel, exceeded the valuation of such vessels for covenant compliance purposes ranged, on an individual vessel basis, from $1.3 million to $18.1 million per vessel, and $419.4 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 $8.5 million at March 31, 2020 and $7.8 million as of December 31, 2019.  However, neither such valuation nor the carrying value in the table below reflects the value of long-term time charters, if any, related to some of our vessels.

			Carrying Value (U.S.
			dollars in
			thousands) as of
		Year	March 31,		December 31,
Vessels	Year Built	Acquired	2020		2019
$495 Million Credit Facility
Genco Commodus	2009	2009	$	38,990	$	39,472
Genco Maximus	2009	2009		38,968		39,498
Genco Claudius	2010	2009		40,772		41,314
Baltic Bear	2010	2010		40,439		40,967
Baltic Wolf	2010	2010		40,643		41,163
Baltic Lion	2009	2013		31,852		32,199
Genco Tiger	2010	2013		29,860		30,115
Genco Thunder	2007	2008		—		10,303
Baltic Scorpion	2015	2015		25,318		25,583
Baltic Mantis	2015	2015		25,569		25,835
Genco Hunter	2007	2007		16,843		17,121
Genco Warrior	2005	2007		7,803		15,053
Genco Aquitaine	2009	2010		16,817		17,046
Genco Ardennes	2009	2010		16,848		17,080
Genco Auvergne	2009	2010		17,034		17,094
Genco Bourgogne	2010	2010		17,569		17,802

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			Carrying Value (U.S.
			dollars in
			thousands) as of
		Year	March 31,		December 31,
Vessels	Year Built	Acquired	2020		2019
Genco Brittany	2010	2010		17,837		17,829
Genco Languedoc	2010	2010		17,379		17,609
Genco Loire	2009	2010		10,649		10,777
Genco Lorraine	2009	2010		10,614		10,748
Genco Normandy	2007	2010		8,607		8,717
Baltic Leopard	2009	2009		10,648		10,773
Baltic Jaguar	2009	2010		10,663		10,782
Baltic Panther	2009	2010		10,659		10,784
Baltic Cougar	2009	2010		10,667		10,791
Genco Picardy	2005	2010		8,000		14,669
Genco Provence	2004	2010		7,287		14,164
Genco Pyrenees	2010	2010		17,292		17,528
Genco Rhone	2011	2011		18,377		18,610
Genco Bay	2010	2010		7,750		16,411
Genco Ocean	2010	2010		7,718		16,562
Genco Avra	2011	2011		8,465		17,505
Genco Mare	2011	2011		8,465		17,546
Genco Spirit	2011	2011		8,466		17,614
Baltic Wind	2009	2010		7,630		15,996
Baltic Cove	2010	2010		7,717		16,490
Baltic Breeze	2010	2010		7,750		16,603
Baltic Fox	2010	2013		8,955		15,995
Baltic Hare	2009	2013		8,278		15,395
Genco Constantine	2008	2008		35,850		36,450
Genco Augustus	2007	2007		33,712		34,330
Genco London	2007	2007		33,109		33,600
Genco Titus	2007	2007		33,820		33,590
Genco Tiberius	2007	2007		33,712		34,276
Genco Hadrian	2008	2008		36,179		36,638
Genco Predator	2005	2007		8,000		14,846
Genco Charger	2005	2007		—		5,099
Baltic Hornet	2014	2014		23,829		24,086
Baltic Wasp	2015	2015		24,083		24,340
TOTAL			$	907,492	$	1,044,798
$108 Million Credit Facility
Genco Endeavour	2015	2018		45,480		45,947
Genco Resolute	2015	2018		45,696		46,093
Genco Columbia	2016	2018		26,360		26,627
Genco Weatherly	2014	2018		21,443		21,676
Genco Liberty	2016	2018		49,133		49,506
Genco Defender	2016	2018		49,086		49,517
			$	237,198	$	239,366
Consolidated Total			$	1,144,690	$	1,284,164

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

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Statements for information regarding the sale of vessel assets and the classification of the vessel assets held for sale as of March 31, 2020 and December 31, 2019.  

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, 2020 and December 31, 2019, 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, 2020 and 2019, we were subject to the following interest rates on the outstanding debt under our credit facilities (Refer to Note 7 — Debt of our condensed consolidated financial statements for further information):

· $108 Million Credit Facility  — one-month LIBOR plus 2.50% effective August 17, 2018 when the initial draw down on this facility was made.

· $495 Million Credit Facility —

· $460 Million Tranche – one-month LIBOR plus 3.25% effective June 5, 2018, when the initial $460 million draw down on this tranche of this facility was made.  The applicable margin was reduced to 3.00% from March 5, 2019 to August 9, 2019 pursuant to terms of the facility.

· $35 Million Tranche – one-month LIBOR plus 2.50% effective August 28, 2019 when the initial draw down on this tranche of this facility was made.

A 1% increase in LIBOR would result in an increase of $1.3 million in interest expense for the three months ended March 31, 2020.

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, 2020 and December 31, 2019, 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

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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.

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PART II. OTHER INFORMATION

ITEM 1A.  RISK FACTORS 

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in the 2019 10-K, which could materially affect our business, financial condition or future results. Below is an update to the risk factor entitled, “The Covid-19 novel coronavirus, or other epidemics, could have a material adverse impact on our business, results of operations, or financial condition”:

The COVID-19 pandemic and measures to contain its spread have impacted the markets in which we operate and could have a material adverse impact on our business and its operations.

The COVID-19 pandemic and measures to contain its spread have negatively impacted regional and global economies and trade patterns in markets in which we operate, the way we operate our business, and the businesses of our charterers and suppliers. These negative impacts could continue or worsen. The COVID-19 pandemic may have far-reaching repercussions on our business and industry that are currently unknown. Governments in affected countries are imposing travel bans, quarantines, and other emergency public health measures, and a number of countries have implemented lockdown measures. Companies, including us, are also taking precautions, such as requiring employees to work remotely and imposing travel restrictions, while some other businesses have been required to close entirely. These restrictions have had an adverse impact on global economic conditions, resulted in turmoil in the shipping, credit, and other markets that affect us, and introduced new risks to our operations.  These negative effects may continue or occur after the pandemic itself diminishes or ends. The COVID-19 pandemic has resulted in reduced industrial activity in China on which our business is substantially dependent, with temporary closures of factories and other facilities, and we believe it has resulted in lower drybulk rates in 2020 thus far, given lower demand for some of the cargoes we carry, including iron ore and coal.  As the COVID-19 pandemic has spread, economic activity has also declined in other major industrial and financial centers of the world, including the United States, the European Union, Japan, India, and South Korea.   Deterioration of worldwide, regional, or national economic conditions and activity could result in further reduced demand for the cargoes we carry and drybulk shipping services and may also negatively affect our charters, suppliers, and other parties with which we do business.

Moreover, we face significant risks to our personnel and operations due to the COVID-19 pandemic.  Our crews face risk of exposure to COVID-19 as a result of travel to ports in China and other countries in which cases of COVID-19 have been reported.  Our shore-based personnel likewise face risk of such exposure, as we are headquartered in New York, which currently has the highest number of COVID-19 cases reported in the U.S.  The spread of COVID-19  has led to disruption of normal business activities and the imposition of measures to prevent or limit the spread of COVID-19, all of which may result in severe operational disruptions and delays.  Our operations may be negatively affected by the unavailability of normal port infrastructure and services, including limited access to equipment, critical goods, and personnel, which may lead to delays in the loading and discharging of cargo on or from our vessels; closure of ports and customs offices; restrictions on the ability of our vessels to call on or depart from ports or requiring mandatory minimum periods between port calls (such as regulations requiring a minimum of 14 days between departure from a port in China and arrival at a port in certain other countries), which may result in vessel offhire; delays and expenses in finding substitute crew members if any of our vessels’ crew members become infected; our inability to renew or maintain the required classifications of our vessels; difficulty in executing vessel purchases or sales; disruptions to crew changes; quarantine of our ships, our crews, or both; delays in or inability to perform scheduled drydockings, intermediate or special surveys of vessels and scheduled and unscheduled ship repairs and upgrades, including the installation of ballast water treatment equipment, which may result from a shortage of necessary personnel, an inability to access or unavailability of necessary facilities or otherwise; and shortages of or a lack of access to spare parts required for our vessels.  As our shore-based personnel are currently working remotely, any disruption in remote communications could also negatively impact our operations.  The occurrence of one or more of the foregoing events or circumstances could have a material adverse effect on our business, results of operations, cash flows, financial condition, values of our vessels, and ability to pay dividends.

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The COVID-19 pandemic and measures to contain its spread could have a material adverse impact on our financial condition, compliance with our credit facility covenants, and ability to pay dividends.

As a result of the impact of COVID-19 and measures to contain its spread on general market conditions and our operations as described in the preceding risk factor, we may experience significant risks to our financial condition and liquidity.  These risks include inability to charter our vessels at profitable rates or at all, with resulting losses from operations; noncompliance of charterers with the terms of our charters, including payment; a decline in counterparty credit strength; limitations on sources of cash and liquidity, including reduced access to capital markets and tightening credit from potential lenders in the private or public sector; delays or defaults in payments if the payment systems through which we receive revenues from vessel chartering or process payment of our expenses do not function; noncompliance with covenants in our credit facilities; and potential decreases in the market values of vessels and related impairment charges.

Our credit facilities contain collateral maintenance covenants that require the aggregate appraised value of collateral vessels to be at least 135% of the principal amount of the loan outstanding under each such facility.  If the values of our vessels were to decline further significantly as a result of COVID-19 or otherwise, we may not satisfy this collateral maintenance requirement.  Any borrowings under the $25 million revolving credit facility we are negotiating may make it more difficult to satisfy the collateral maintenance requirement under our $108 Million Credit Facility.  If we do not satisfy the collateral maintenance requirement, we will need to post additional collateral or prepay outstanding loans to bring us back into compliance, or we will need to seek waivers, which may not be available or may be subject to conditions. 

We also reduced our quarterly dividend to $0.02 per share in order to maintain our cash reserves in the face of uncertainties presented by COVID-19.  Our credit facilities permit the payment of dividends to the extent our unrestricted cash and cash equivalents are greater than $100 million and 18.75% of our total indebtedness, whichever is higher (or a specified percentage of consolidated net income for the preceding quarter).  At March 31, 2020, we had cash for this purpose of $134.3 million. We have commitments for amortization payments expected to be $18.2 million per quarter for 2020, or $20.2 million from September 30, 2020 onward, if we draw in full the $25 million credit facility we are negotiating. Therefore, if we do not generate cash flow from operations, we would be unlikely to be able to declare or pay dividends after the end of 2020, assuming we draw such facility in full (or earlier if we do not), except to the extent of permissible dividends from net income. 

At present, it is not possible to ascertain the overall impact of COVID-19 on our business, which may take some time to materialize and may not be fully reflected in the results for 2020.  However, the occurrence of any of the foregoing events or other epidemics, an increase in the severity or duration or a resurgence of the COVID-19 or other epidemic, or prevention and mitigation measures related to any such epidemic could have a material adverse effect on our business, results of operations, cash flows, financial condition, values of our vessels, and ability to pay dividends.

ITEM 6.  EXHIBITS

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

57

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 Genco Shipping & Trading Limited Second Amended and Restated Articles of Incorporation, dated April 15, 2016.(3)
3.4	Articles of Amendment to Second Amended and Restated Articles of Incorporation of Genco Shipping & Trading Limited, dated July 7, 2016.(4)
3.5	Articles of Amendment to Second Amended and Restated Articles of Incorporation of Genco Shipping & Trading Limited, dated January 4, 2017.(5)
3.6	Certificate of Designations of Rights, Preferences and Privileges of Series A Preferred Stock of Genco Shipping & Trading Limited, dated as of November 14, 2016.(6)
3.7	Amended and Restated By-Laws of Genco Shipping & Trading Limited, dated July 9, 2014.(1)
3.8	Amendment to Amended and Restated By-Laws, dated June 4, 2018.(7)
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 February 25, 2020 between Genco Shipping & Trading Limited and Arthur L. Regan.(*)
10.2	Restricted Stock Unit Agreement dated February 25, 2020 between Genco Shipping & Trading Limited and John C. Wobensmith.(*)
10.3	Restricted Stock Unit Agreement dated February 25, 2020 between Genco Shipping & Trading Limited and Apostolos Zafolias.(*)
10.4	Restricted Stock Unit Agreement dated February 25, 2020 between Genco Shipping & Trading Limited and Joseph Adamo.(*)
10.5	Restricted Stock Unit Agreement dated February 25, 2020 between Genco Shipping & Trading Limited and Robert Hughes.(*)
10.6	Option Agreement dated February 25, 2020 between Genco Shipping & Trading Limited and Arthur L. Regan.(*)
10.7	Option Agreement dated February 25, 2020 between Genco Shipping & Trading Limited and John C. Wobensmith.(*)
10.8	Option Agreement dated February 25, 2020 between Genco Shipping & Trading Limited and Apostolos Zafolias.(*)
10.9	Option Agreement dated February 25, 2020 between Genco Shipping & Trading Limited and Joseph Adamo.(*)
10.10	Option Agreement dated February 25, 2020 between Genco Shipping & Trading Limited and Robert Hughes.(*)

58

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, 2020 formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets as of March 31, 2020 and December 31, 2019 (Unaudited), (ii) Condensed Consolidated Statements of Operations for the three months ended March 31, 2020 and 2019 (Unaudited), (iii) Condensed Consolidated Statements of Comprehensive Loss for the three months ended March 31, 2020 and 2019 (Unaudited), (iv) Condensed Consolidated Statements of Equity for the three months ended March 31, 2020 and 2019 (Unaudited), (v) Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2020 and 2019 (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 April 15, 2016.
(4)	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.
(5)	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.
(6)	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.
(7)	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.
(8)	Incorporated by reference to Genco Shipping & Trading Limited’s Report on Form 10-Q, filed with the Securities and Exchange Commission on August 9, 2019.

59

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 6, 2020	By:		/s/ John C. Wobensmith
	John C. Wobensmith
	Chief Executive Officer and President
	(Principal Executive Officer)
DATE: May 6, 2020	By:	/s/ Apostolos Zafolias
	Apostolos Zafolias
	Chief Financial Officer
	(Principal Financial Officer)

60

EX-10.1

Exhibit 10.1

Genco Shipping & Trading Limited

Executive Officer Restricted Stock Unit Grant Agreement

THIS AGREEMENT, made as of February 25, 2020, 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 28,329 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 February 25, 2020.

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 February 25, 2020 (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 (i) this award is not assumed, continued or substituted for an equivalent award by the acquirer in such Change in Control or (ii) the Participant’s employment is terminated by the Company without cause (as defined in the Plan) at a time when the Company is a party to a definitive business combination transaction agreement, the consummation of which would result in a Change in Control, then the Restricted Stock Units shall become vested in full upon the consummation of the

Change in Control or at the time of such termination, as applicable.  For the avoidance of doubt, if the preceding sentence does not apply to a termination of employment, then the provisions of Section 6 shall apply to the Participant’s termination of employment.

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), then, subject to 4(b)(ii) hereof, the number of Restricted Stock Units that would have vested on the Vesting Date immediately following the date of such termination shall vest as of the date of such termination of Service, and any remaining 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.

(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

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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).

(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 applicable to all types of dividends, whether extraordinary, ordinary, in cash, stock, or other property (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,

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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.

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

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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 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 C. Wobensmith
Name:	John C. Wobensmith
Title:	CEO
/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 February 25, 2020, 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 84,986 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 February 25, 2020.

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 February 25, 2020 (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 (i) this award is not assumed, continued or substituted for an equivalent award by the acquirer in such Change in Control or (ii) the Participant’s employment is terminated by the Company without cause (as defined in the Plan) or by the Participant for Good Reason (as defined in the Employment Agreement) at a time when the Company is a party to a definitive business combination transaction agreement, the consummation of which would result in a Change in Control, then the

Restricted Stock Units shall become vested in full upon the consummation of the Change in Control or at the time of such termination, as applicable.  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.  For the avoidance of doubt, if the preceding sentence does not apply to a termination of employment, then the provisions of Section 6 shall apply to the Participant’s termination of employment.

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, then, subject to 4(b)(ii) hereof, the number of Restricted Stock Units that would have vested on the Vesting Date immediately following the date of such termination shall vest as of the date of such termination of Service, and any remaining 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.

(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

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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).

(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 applicable to all types of dividends, whether extraordinary, ordinary, in cash, stock, or other property (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.

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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.

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:	CFO
/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 February 25, 2020, 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 14,164 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 February 25, 2020.

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 February 25, 2020 (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 applicable to all types of dividends, whether extraordinary, ordinary, in cash, stock, or other property (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.  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

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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 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 C. Wobensmith
Name:	John C. 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 February 25, 2020, 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 2,833 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 February 25, 2020.

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 February 25, 2020 (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 applicable to all types of dividends, whether extraordinary, ordinary, in cash, stock, or other property (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.  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

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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 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 C. Wobensmith
Name:	John C. Wobensmith
Title:	CEO
/s/ Joseph Adamo
JOSEPH ADAMO

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EX-10.5

Exhibit 10.5

Genco Shipping & Trading Limited

Restricted Stock Unit Grant Agreement

THIS AGREEMENT, made as of February 25, 2020, between GENCO SHIPPING & TRADING LIMITED (the “Company”) and Robert E. Hughes (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 11,804 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 February 25, 2020.

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 February 25, 2020 (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 applicable to all types of dividends, whether extraordinary, ordinary, in cash, stock, or other property (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.  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

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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 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 C. Wobensmith
Name:	John C. Wobensmith
Title:	CEO
/s/ Robert E. Hughes
ROBERT E. HUGHES

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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 FEBRUARY 25, 2026

OPTION TO PURCHASE

56,180 SHARES OF COMMON STOCK OF

GENCO SHIPPING & TRADING LIMITED

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

GRANT DATE:  February 25, 2020

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 February 25, 2026, 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 $7.06.  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 February 25, 2020.

(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 $7.06 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 February 25, 2020 (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 (i) this award is not assumed, continued, or substituted for an equivalent award by the acquirer in such Change in Control or (ii) the Participant’s employment is terminated by the Company without cause (as defined in the Plan) at a time when the Company is a party to a definitive business combination transaction agreement, the consummation of which would result in a Change in Control, then the Option will fully vest upon the consummation of the Change in Control or at the time of such termination, as applicable.  For the avoidance of doubt, if the preceding sentence does not apply to a termination of employment, then the provisions of Section 2.3 shall apply to the Participant’s termination of employment

(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:

(i)         Subject to Section 2.2(b) hereof, the Option shall vest and become immediately exercisable as of the date of such termination of Service with respect to the number of shares that would have vested on the Vesting Date next following the date of such termination.

(ii)        The Option, to the extent vested, shall remain exercisable until the date that is one (1) year after such termination of Service, but in no event after the original expiration date of the Option and the Option, to the extent not exercisable as of the date of termination or due to the 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) 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 dividend, whether in cash, stock, or other property, 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/ John C. Wobensmith
	Name:	John C. Wobensmith
	Title:	CEO
/s/ Arthur L. Regan
ARTHUR L. REGAN

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 FEBRUARY 25, 2026

OPTION TO PURCHASE

168,539 SHARES OF COMMON STOCK OF

GENCO SHIPPING & TRADING LIMITED

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

GRANT DATE:  February 25, 2020

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 February 25, 2026, 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 $7.06.  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 February 25, 2020.

(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 $7.06 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 February 25, 2020 (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 (i) this award is not assumed, continued, or substituted for an equivalent award by the acquirer in such Change in Control or (ii) the Participant’s employment is terminated by the Company without cause (as defined in the Plan) or by the Participant for Good Reason (as defined in the Employment Agreement) at a time when the Company is a party to a definitive business combination transaction agreement, the consummation of which would result in a Change in Control, then the Option will fully vest upon the consummation of the Change in Control or at the time of such termination, as applicable.  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. For the avoidance of doubt, if the preceding sentence does not apply to a termination of employment, then the provisions of Section 2.3 shall apply to the Participant’s termination of employment.

(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:

(i)         Subject to Section 2.2(b) hereof, the Option shall vest and become immediately exercisable as of the date of such termination of Service with respect to the number of shares that would have vested on the Vesting Date next following the date of such termination.

(ii)        The Option, to the extent vested, shall remain exercisable until the date that is one (1) year after such termination of Service, but in no event after the original expiration date of the Option and the Option, to the extent not exercisable as of the date of termination or due to the 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) 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 dividend, whether in cash, stock, or other property, 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.

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:	CFO
/s/ John C. Wobensmith
JOHN C. WOBENSMITH

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 FEBRUARY 25, 2026

OPTION TO PURCHASE

28,090 SHARES OF COMMON STOCK OF

GENCO SHIPPING & TRADING LIMITED

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

GRANT DATE:  February 25, 2020

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 February 25, 2026, 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 $7.06.  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 February 25, 2020.

(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 $7.06 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 February 25, 2020 (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 dividend, whether in cash, stock, or other property, 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.

EO
	GENCO SHIPPING & TRADING LIMITED
	By:	/s/ John C. Wobensmith
		Name:	John C. Wobensmith
		Title:	CEO

 /s/ Apostolos Zafolias

APOSTOLOS ZAFOLIAS

EX-10.9

Exhibit 10.9

THIS OPTION WILL BE VOID IF NOT EXERCISED PRIOR TO

5:00 P.M., NEW YORK CITY TIME, ON FEBRUARY 25, 2026

OPTION TO PURCHASE

5,618 SHARES OF COMMON STOCK OF

GENCO SHIPPING & TRADING LIMITED

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

GRANT DATE:  February 25, 2020

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 February 25, 2026, 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 $7.06.  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 February 25, 2020.

(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 $7.06 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 February 25, 2020 (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 dividend, whether in cash, stock, or other property, 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 C. Wobensmith
	Name:	John C. Wobensmith
	Title:	CEO

 /s/ Joseph Adamo

JOSEPH ADAMO

EX-10.10

Exhibit 10.10

THIS OPTION WILL BE VOID IF NOT EXERCISED PRIOR TO

5:00 P.M., NEW YORK CITY TIME, ON FEBRUARY 25, 2026

OPTION TO PURCHASE

23,408 SHARES OF COMMON STOCK OF

GENCO SHIPPING & TRADING LIMITED

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

GRANT DATE:  February 25, 2020

This certifies that, for value received, Robert C. Hughes (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 February 25, 2026, 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 $7.06.  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 February 25, 2020.

(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 $7.06 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 February 25, 2020 (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 dividend, whether in cash, stock, or other property, 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 C. Wobensmith
	Name:John C. Wobensmith
	Title: CEO

 /s/ Robert E. Hughes

ROBERT E. HUGHES

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, 2020 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 6, 2020	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, 2020 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 6, 2020	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, 2020, 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 6, 2020	/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, 2020, 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 6, 2020	/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.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

3 Months Ended

Mar. 31, 2020

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, 2019 (the “2019 10-K”).  The results of operations for the three months ended March 31, 2020 are not necessarily indicative of the operating results to be expected for the year ending December 31, 2020.

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, 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,
	2020		2019
Cash and cash equivalents	$	134,338	$	155,889
Restricted cash - current		14,855		6,045
Restricted cash - noncurrent		315		315
Cash, cash equivalents and restricted cash	$	149,508	$	162,249

Vessels held for sale

Vessels held for sale

The Company’s Board of Directors has approved a strategy of divesting specifically identified older, less fuel-efficient vessels as part of a  fleet renewal program to streamline and modernize the Company’s fleet.

On March 2, 2020, the Company entered into an agreement to sell the Baltic Wind and on March 20, 2020, the Company entered into agreements to sell the Baltic Breeze and Genco Bay.  The relevant vessel assets have been classified as held for sale in the Condensed Consolidated Balance Sheets as of March 31, 2020.  The Baltic Wind, Baltic Breeze and Genco Bay are expected to be sold during the second and third quarters of 2020.  Refer to Note 4 — Vessel Acquisitions and Dispositions for details of the agreements.

On September 25, 2019, the Company entered into an agreement to sell the Genco Thunder, and the relevant vessel assets have been classified as held for sale in the Condensed Consolidated Balance Sheets as of December 31, 2019.  This vessel was sold on March 5, 2020.  Refer to Note 4 — Vessel Acquisitions and Dispositions for details of the agreement.

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, including the purchase of exhaust gas cleaning systems (“scrubbers”) and ballast water treatment systems. 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, 2020 and 2019 was $15,833 and $16,488, 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, 2020 and December 31, 2019, the Company had an accrual of $303 and $577, 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.  Voyage revenues also include the sale of bunkers consumed during short-term time charters pursuant to the terms of the time charter agreement.

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”).

The Company records time charter revenues, including spot market-related time charters, 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 for which the performance obligations are satisfied beginning when the vessel is delivered to the charterer until it is redelivered back to the Company.  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 respective 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.  Time charter contracts, including spot market-related time charters, are considered operating leases and therefore do not fall under the scope of Accounting Standards Codification (“ASC”) 606 – Revenue from Contracts with Customers (“ASC 606”) because (i) the vessel is an identifiable asset; (ii) the Company does not have substantive substitution rights; and (iii) the charterer has the right to control the use of the vessel during the term of the contract and derives economic benefit from such use. 

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 ASC 842 — Leases, refer to Note 12 — Voyage Revenues for further discussion.

Spot market voyage charters

In a spot market voyage charter contract, the charterer hires the vessel to transport a specific agreed-upon cargo for a single voyage, which may contain multiple load ports and discharge ports. The consideration in such a contract is determined on the basis of a freight rate per metric ton of cargo carried or occasionally on a lump sum basis. The charter party generally has a minimum amount of cargo. The charterer is liable for any short loading of cargo or "dead" freight. The contract generally has a "demurrage" or "despatch" clause. As per this clause, the charterer reimburses the Company for any potential delays exceeding the allowed laytime as per the charter party clause at the ports visited which is recorded as demurrage revenue. Conversely, the charterer is given credit if the loading/discharging activities happen within the allowed laytime known as despatch resulting in a reduction in revenue. The voyage contracts generally have variable consideration in the form of demurrage or despatch. The amount of revenue earned as demurrage or despatch paid by the Company is not a material component of the Company’s revenue for the three months ended March 31, 2020 and 2019.

Pursuant to the revenue recognition guidance as disclosed in Note 12 — Voyage Revenues, revenue for spot market voyage charters is recognized 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.  

Vessel Pools

At March 31, 2020 and December 31, 2019, 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 Revenues 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 of $841 and $350 during the three months ended March 31, 2020 and 2019, 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

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 $3,075 and $2,419 of charter hire expenses during the three months ended March 31, 2020 and 2019, respectively.

Impairment of vessel assets

Impairment of vessel assets

During the three months ended March 31, 2020 and 2019, the Company recorded $112,814 and $0, respectively, related to the impairment of vessel assets in accordance with ASC 360 — “Property, Plant and Equipment” (“ASC 360”). 

At March 31, 2020, the Company determined that the expected estimated future undiscounted cash flows for four of our Supramax vessels, the Genco Picardy, the Genco Predator, the Genco Provence and the Genco Warrior, did not exceed the net book value of these vessels as of March 31, 2020.  The Company adjusted the carrying value of these vessels to their respective fair market values as of March 31, 2020.  This resulted in an impairment loss of $27,046 during the three months ended March 31, 2020. 

On February 24, 2020, the Board of Directors determined to dispose of the Company’s following ten Handysize vessels: the Baltic Hare, the Baltic Fox, the Baltic Wind, the Baltic Cove, the Baltic Breeze, the Genco Ocean, the Genco Bay, the Genco Avra, the Genco Mare and the Genco Spirit, at times and on terms to be determined in the future.  Given this decision, and that the revised estimated future undiscounted cash flows for each of these older vessels did not exceed the net book value for each vessel given the estimated probabilities of whether the vessels will be sold, the Company adjusted the values of these older vessels to their respective fair market values during the three months ended March 31, 2020.  Subsequent to February 24, 2020, the Company has entered into agreements to sell three of these vessels during the three months ended March 31, 2020, namely the Baltic Wind, the Baltic Breeze and the Genco Bay, which were adjusted to their net sales price.  This resulted in an impairment loss of $85,768 during the three months ended March 31, 2020.  Refer to Note 4 — Vessel Acquisitions and Dispositions for further detail regarding the vessel sales. 

Loss (gain) on sale of vessels

Loss (gain) on sale of vessels

During the three months ended March 31, 2020, the Company recorded a net loss of $486 related to the sale of vessels.  The net loss of $486 recorded during the three months ended March 31, 2020 related primarily to the sale of the Genco Charger and Genco Thunder.  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. 

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 has evaluated the impact of the adoption of ASU 2018-03 and has determined that there is no effect on its condensed consolidated financial statements.

In June 2016, the FASB issued ASU No. 2016-13, "Financial Instruments—Credit Losses" ("ASU 2016-13"). ASU 2016-13 amends the current financial instrument impairment model by requiring entities to use a forward-looking approach based on expected losses to estimate credit losses on certain types of financial instruments, including trade receivables. ASU 2016-13 was effective on January 1, 2020, with early adoption permitted.  The Company adopted ASU 2016-13 during the first quarter of 2020 and it did not have a material impact on the Company’s condensed consolidated financial statements.

In March 2020, the FASB issued ASU No. 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”).” ASU 2020-04 provides temporary optional expedients and exceptions to the guidance in U.S. GAAP on contract modifications and hedge accounting to ease the financial reporting burdens related to the expected market transition from the London Interbank Offered Rate (“LIBOR”) and other interbank offered rates to alternative reference rates.  This ASU is effective for adoption at any time between March 12, 2020 and December 31, 2022.  The Company is currently evaluating the impact of this adoption on its condensed consolidated financial statements and related disclosures. 

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COMMITMENTS AND CONTINGENCIES

3 Months Ended

Mar. 31, 2020

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 42 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 $0.9 million for Capesize vessels, $0.6 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 cumulatively $14,225 and $12,783 in Vessel assets in the Condensed Consolidated Balance Sheets as of March 31, 2020 and December 31, 2019, respectively, related to BWTS additions.  

On December 21, 2018, the Company entered into agreements to install scrubbers on its 17 Capesize vessels.  The Company completed scrubber installation on 16 of its Capesize vessels during 2019 and the remaining Capesize vessel on January 17, 2020.  The cost of each scrubber varied according to the specifications of the Company’s 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 cumulatively $42,477 and $41,270 in Vessel assets in the Condensed Consolidated Balance Sheets as of March 31, 2020 and December 31, 2019, respectively, related to scrubber additions.  The Company 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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FIXED ASSETS

3 Months Ended

Mar. 31, 2020

FIXED ASSETS

FIXED ASSETS

10 - FIXED ASSETS

Fixed assets, net consists of the following:

	March 31,		December 31,
	2020		2019
Fixed assets, at cost:
Vessel equipment	$	6,543	$	7,288
Furniture and fixtures		270		467
Leasehold improvements		539		100
Computer equipment		301		275
Total costs		7,653		8,130
Less: accumulated depreciation and amortization		(1,704)		(2,154)
Total fixed assets, net	$	5,949	$	5,976

Depreciation and amortization expense for fixed assets for the three months ended March 31, 2020 and 2019 was $345 and $154, respectively. 

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COMMITMENTS AND CONTINGENCIES (Details) $ in Thousands		6 Months Ended	12 Months Ended
	Dec. 21, 2018 item	Dec. 31, 2018 USD ($) item	Dec. 31, 2019 USD ($) item	Mar. 31, 2020 USD ($)	Mar. 31, 2019 USD ($)	Feb. 28, 2019 USD ($)
Purchase commitment
Vessel assets			$ 1,273,861	$ 1,121,561
Secured Debt | $495 Million Credit Facility
Purchase commitment
Maximum borrowing capacity			495,000	495,000	$ 495,000	$ 495,000
Purchase Agreements for BWTS
Purchase commitment
Number of vessels to receive ballast water treatments systems | item		42
Vessel assets			$ 12,783	14,225
Purchase Agreement of BWTS for Capesize Vessels
Purchase commitment
BWTS purchase price		$ 900
Purchase Agreement of BWTS for Supramax Vessels
Purchase commitment
BWTS purchase price		600
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		16
Vessel assets			$ 41,270	$ 42,477

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Consolidated Statements of Operations - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Revenues:
Revenues	$ 98,336	$ 93,464
Operating expenses:
Voyage expenses	48,368	43,022
Vessel operating expenses	21,813	23,190
Charter hire expenses	3,075	2,419
General and administrative expenses (inclusive of nonvested stock amortization expense of $481 and $452, respectively)	5,767	6,310
Technical management fees	1,854	1,940
Depreciation and amortization	17,574	18,076
Impairment of vessel assets	112,814	0
Loss (gain) on sale of vessels	486	(611)
Total operating expenses	211,751	94,346
Operating loss	(113,415)	(882)
Other (expense) income:
Other (expense) income	(584)	329
Interest income	594	1,327
Interest expense	(6,945)	(8,575)
Other expense	(6,935)	(6,919)
Net loss	$ (120,350)	$ (7,801)
Net loss per share-basic	$ (2.87)	$ (0.19)
Net loss per share-diluted	$ (2.87)	$ (0.19)
Weighted average common shares outstanding-basic	41,866,357	41,726,106
Weighted average common shares outstanding-diluted	41,866,357	41,726,106
Voyage
Revenues:
Revenues	$ 98,336	$ 93,464

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VOYAGE REVENUE (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Income statement
Lease revenue	$ 19,151	$ 23,390
Voyage Revenue	79,185	70,074
Total voyage revenues	98,336	93,464
Voyage
Income statement
Total voyage revenues	$ 98,336	$ 93,464

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Consolidated Statements of Equity (Parenthetical) - $ / shares	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Consolidated Statements of Equity
Issuance of shares of RSUs, net (in shares)	47,341	12,477
Forfeited (in shares)	1,490
Dividends declared per share	$ 0.175

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Segment (Details)	3 Months Ended
	Mar. 31, 2020 segment
Segment reporting
Number of reportable segments	1

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Impairment (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2020 USD ($) item	Mar. 31, 2019 USD ($)	Feb. 24, 2020 item
Impairment of long-lived assets
Impairment of vessel assets | $	$ 112,814	$ 0
Number impaired vessel assets | item	4
Number of vessels to be disposed | item			10
Genco Picardy, Genco Predator, Genco Provence and Genco Warrior
Impairment of long-lived assets
Impairment of vessel assets | $	$ 27,046
Baltic Hare, Baltic Fox, Baltic Wind, Baltic Cove, Baltic Breeze, Genco Ocean, Genco Bay, Genco Avra, Genco Mare and Genco Spirit
Impairment of long-lived assets
Impairment of vessel assets | $	$ 85,768
Baltic Wind, Baltic Breeze and Genco Bay
Impairment of long-lived assets
Number of vessels to be disposed | item	3

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VESSEL ACQUISITIONS AND DISPOSITIONS (Details) $ in Thousands										3 Months Ended	6 Months Ended
	Mar. 05, 2020 USD ($)	Feb. 24, 2020 USD ($)	Dec. 11, 2019 USD ($)	Nov. 15, 2019 USD ($)	Nov. 05, 2019	Oct. 21, 2019 USD ($)	Oct. 21, 2019 item	Oct. 10, 2019 USD ($)	Jan. 28, 2019 USD ($)	Jun. 30, 2020 USD ($)	Sep. 30, 2020 USD ($)	Mar. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)	Mar. 31, 2019 USD ($)	Feb. 28, 2019 USD ($)	Aug. 14, 2018 USD ($)
VESSEL ACQUISITIONS
Restricted cash, current												$ 14,855	$ 6,045
Secured Debt | $495 Million Credit Facility
VESSEL ACQUISITIONS
Maximum borrowing capacity												495,000	495,000	$ 495,000	$ 495,000
Collateral vessel replacement period					180 days
Secured Debt | $108 Million Credit Facility
VESSEL ACQUISITIONS
Maximum borrowing capacity												$ 108,000	108,000	$ 108,000		$ 108,000
Baltic Breeze and Genco Bay
VESSEL ACQUISITIONS
Sale of assets											$ 7,900
Broker commission (as a percent)											2.00%
Baltic Wind
VESSEL ACQUISITIONS
Sale of assets										$ 7,750
Broker commission (as a percent)										2.00%
Genco Thunder
VESSEL ACQUISITIONS
Sale of assets	$ 10,400
Broker commission (as a percent)	2.00%
Genco Thunder | Secured Debt | $495 Million Credit Facility
VESSEL ACQUISITIONS
Restricted cash, current	$ 5,339
Period for which sales proceeds from vessels will remain as restricted cash	180 days
Genco Charger
VESSEL ACQUISITIONS
Sale of assets		$ 5,150
Broker commission (as a percent)		1.00%
Genco Charger | Secured Debt | $495 Million Credit Facility
VESSEL ACQUISITIONS
Restricted cash, current		$ 3,471
Period for which sales proceeds from vessels will remain as restricted cash		180 days
Genco Raptor
VESSEL ACQUISITIONS
Sale of assets			$ 10,200
Broker commission (as a percent)			2.00%
Genco Raptor | Secured Debt | $495 Million Credit Facility
VESSEL ACQUISITIONS
Restricted cash, current			$ 6,045										$ 6,045
Period for which sales proceeds from vessels will remain as restricted cash			180 days
Genco Champion
VESSEL ACQUISITIONS
Sale of assets						$ 6,600
Broker commission (as a percent)						3.00%
Genco Challenger
VESSEL ACQUISITIONS
Sale of assets								$ 5,250
Broker commission (as a percent)								2.00%
Genco Champion and Genco Challenger | Secured Debt | $495 Million Credit Facility
VESSEL ACQUISITIONS
Number of vessels sold | item							2
Vessel sale proceeds utilized as a loan repayment				$ 6,880
Collateral vessel replacement period				180 days
Genco Vigour
VESSEL ACQUISITIONS
Sale of assets									$ 6,550
Broker commission (as a percent)									2.00%

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FAIR VALUE OF FINANCIAL INSTRUMENTS - NONRECURRING (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2020 USD ($) item	Mar. 31, 2019 USD ($)	Dec. 31, 2019 USD ($)
Fair value of financial instruments
Impairment of vessel assets	$ 112,814	$ 0
Fair Value, Measurements, Nonrecurring
Fair value of financial instruments
Number of vessels written down as part of impairment | item	14
Impairment of vessel assets		0
Impairment of operating lease right of use asset	$ 0	$ 0
Fair Value, Measurements, Nonrecurring | Level 3
Fair value of financial instruments
Financial assets	0		$ 0
Financial liabilities	$ 0		$ 0

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DEBT - $495 Million Credit Facility (Details) - Secured Debt $ in Thousands										3 Months Ended
	Mar. 12, 2020 USD ($)	Nov. 15, 2019 USD ($)	Nov. 05, 2019 USD ($)	Sep. 23, 2019 USD ($)	Aug. 28, 2019 USD ($)	Apr. 15, 2019 USD ($)	Feb. 28, 2019 USD ($) item	Jun. 05, 2018 USD ($)	May 31, 2018 USD ($) item	Mar. 31, 2020 USD ($)	Mar. 31, 2019 USD ($)	Dec. 31, 2019 USD ($)
$495 Million Credit Facility
Line of Credit Facility
Maximum borrowing capacity							$ 495,000			$ 495,000	$ 495,000	$ 495,000
Debt covenant to pay dividends or repurchase stock - Total cash and cash equivalents to total indebtedness (as a percent)			18.75%
Number of oldest vessels identified for sale for which debt will be paid down | item									7
Remaining borrowing capacity										0
Drawdowns during the period										11,250
Repayment of secured debt										16,660	$ 15,000
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)									70
Key covenant – Minimum time charters period									24 months
$495 Million Credit Facility | Genco Champion and Genco Challenger
Line of Credit Facility
Vessel sale proceeds utilized as a loan repayment		$ 6,880
Collateral vessel replacement period		180 days
$495 Million Credit Facility | Genco Cavalier
Line of Credit Facility
Vessel sale proceeds utilized as a loan repayment						$ 4,947
$460 Million Credit Facility
Line of Credit Facility
Term of facilities									5 years
Maximum borrowing capacity									$ 460,000
Number of oldest vessels identified for sale for which debt will be paid down | item									7
Drawdowns during the period								$ 460,000
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
Amortization payments per quarter									$ 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 | Period After December 30, 2019
Line of Credit Facility
Amount of periodic payment										14,321
Final payment amount												$ 188,049
$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
Drawdowns during the period	$ 11,250			$ 12,200	$ 9,300					32,750
Number of Capesize vessels for which the scrubber installation will be financed | item							17
$35,000 Scrubber Tranche | Period To March 30, 2020
Line of Credit Facility
Minimum amount required per borrowing							$ 5,000
$35,000 Scrubber Tranche | Period After March 31, 2020
Line of Credit Facility
Term of facilities							4 years
Amount of periodic payment							$ 2,500			$ 2,339
$35,000 Scrubber Tranche | LIBOR | Through September 30, 2019
Line of Credit Facility
Applicable margin over reference rate (as a percent)							2.50%
Minimum | $495 Million Credit Facility
Line of Credit Facility
Debt covenant to pay dividends or repurchase stock - Total cash and cash equivalents			$ 100,000
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 | LIBOR | 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 To March 30, 2020
Line of Credit Facility
Percentage of scrubber costs to be financed							90.00%
Maximum | $35,000 Scrubber Tranche | LIBOR | Period After September 30, 2019
Line of Credit Facility
Applicable margin over reference rate (as a percent)							2.75%

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NET LOSS PER SHARE (Details) - shares		3 Months Ended
	Jul. 10, 2014	Mar. 31, 2020	Mar. 31, 2019
Common shares outstanding, basic:
Weighted average common shares outstanding-basic		41,866,357	41,726,106
Common shares outstanding, diluted:
Weighted average common shares outstanding-basic		41,866,357	41,726,106
Weighted-average common shares outstanding, diluted (in shares)		41,866,357	41,726,106
Restricted Stock and Restricted Stock Units
Anti-dilutive shares (in shares)		288,185	242,722
Stock Options
Anti-dilutive shares (in shares)		837,338	496,418
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

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NET LOSS PER SHARE (Tables)

3 Months Ended

Mar. 31, 2020

NET LOSS PER SHARE

Components of denominator for calculation of basic and diluted net (loss) earnings per share

	For the Three Months Ended
	March 31,
	2020	2019
Common shares outstanding, basic:
Weighted-average common shares outstanding, basic	41,866,357	41,726,106
Common shares outstanding, diluted:
Weighted-average common shares outstanding, basic	41,866,357	41,726,106
Dilutive effect of warrants	—	—
Dilutive effect of stock options	—	—
Dilutive effect of restricted stock awards	—	—
Weighted-average common shares outstanding, diluted	41,866,357	41,726,106

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FIXED ASSETS (Tables)

3 Months Ended

Mar. 31, 2020

FIXED ASSETS

Schedule of fixed assets

	March 31,		December 31,
	2020		2019
Fixed assets, at cost:
Vessel equipment	$	6,543	$	7,288
Furniture and fixtures		270		467
Leasehold improvements		539		100
Computer equipment		301		275
Total costs		7,653		8,130
Less: accumulated depreciation and amortization		(1,704)		(2,154)
Total fixed assets, net	$	5,949	$	5,976

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STOCK-BASED COMPENSATION (Tables)

3 Months Ended

Mar. 31, 2020

2014 MIP Plan | Warrants

Stock Awards

Summary of warrant activity and warrants outstanding

The following table summarizes certain information about the warrants outstanding as of March 31, 2020:

Warrants Outstanding and Exercisable,
March 31, 2020
			Weighted
	Weighted		Average
	Average		Remaining
Number of	Exercise		Contractual
Warrants	Price		Life
8,557,461	$	281.82	0.35

2015 EIP Plan | Stock Options

Stock Awards

Schedule of nonvested stock amortization expense

	For the Three Months Ended
	March 31,
	2020		2019
General and administrative expenses	$	205	$	181

Schedule of stock option activity

		Weighted		Weighted
	Number	Average		Average
	of	Exercise		Fair
	Options	Price		Value
Outstanding at January 1, 2020 - Unvested	322,279	$	9.41		4.72
Granted	344,568		7.06		2.01
Exercisable	(119,923)		9.87		5.05
Exercised	—		—		—
Forfeited	(3,378)		8.07		3.76
Outstanding at March 31, 2020 - Unvested	543,546	$	7.83	$	2.94

The following table summarizes certain information about the options outstanding as of March 31, 2020:

		Options Outstanding and Unvested,				Options Outstanding and Exercisable,
		March 31, 2020				March 31, 2020
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
$	8.86	543,546	$	7.83	5.47	293,792	$	10.78	3.76

2015 EIP Plan | Restricted Stock Units

Stock Awards

Schedule of nonvested stock amortization expense

	For the Three Months Ended
	March 31,
	2020		2019
General and administrative expenses	$	276	$	271

Summary of nonvested restricted stock units

		Weighted
	Number of	Average Grant
	RSUs	Date Price
Outstanding at January 1, 2020	162,096	$	9.26
Granted	177,911		7.00
Vested	(50,332)		9.48
Forfeited	(1,490)		8.39
Outstanding at March 31, 2020	288,185	$	7.83

The total fair value of the RSUs that vested during the three months ended March 31, 2020 and 2019 was $351 and $107, 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, 2020:

Unvested RSUs				Vested RSUs
March 31, 2020				March 31, 2020
			Weighted
	Weighted		Average		Weighted
	Average		Remaining		Average
Number of	Grant Date		Contractual	Number of	Grant Date
RSUs	Price		Life	RSUs	Price
288,185	$	7.83	2.27	472,555	$	11.26

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RELATED PARTY TRANSACTIONS

3 Months Ended

Mar. 31, 2020

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS

6 - RELATED PARTY TRANSACTIONS

During the three months ended March 31, 2020 and 2019, the Company did not identify any related party transactions.  

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3 Months Ended

Mar. 31, 2020

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, 2019 (the “2019 10-K”).  The results of operations for the three months ended March 31, 2020 are not necessarily indicative of the operating results to be expected for the year ending December 31, 2020.

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, 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,
	2020		2019
Cash and cash equivalents	$	134,338	$	155,889
Restricted cash - current		14,855		6,045
Restricted cash - noncurrent		315		315
Cash, cash equivalents and restricted cash	$	149,508	$	162,249

Vessels held for sale

The Company’s Board of Directors has approved a strategy of divesting specifically identified older, less fuel-efficient vessels as part of a  fleet renewal program to streamline and modernize the Company’s fleet.

On March 2, 2020, the Company entered into an agreement to sell the Baltic Wind and on March 20, 2020, the Company entered into agreements to sell the Baltic Breeze and Genco Bay.  The relevant vessel assets have been classified as held for sale in the Condensed Consolidated Balance Sheets as of March 31, 2020.  The Baltic Wind, Baltic Breeze and Genco Bay are expected to be sold during the second and third quarters of 2020.  Refer to Note 4 — Vessel Acquisitions and Dispositions for details of the agreements.

On September 25, 2019, the Company entered into an agreement to sell the Genco Thunder, and the relevant vessel assets have been classified as held for sale in the Condensed Consolidated Balance Sheets as of December 31, 2019.  This vessel was sold on March 5, 2020.  Refer to Note 4 — Vessel Acquisitions and Dispositions for details of the agreement.

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, including the purchase of exhaust gas cleaning systems (“scrubbers”) and ballast water treatment systems. 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, 2020 and 2019 was $15,833 and $16,488, 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, 2020 and December 31, 2019, the Company had an accrual of $303 and $577, 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.  Voyage revenues also include the sale of bunkers consumed during short-term time charters pursuant to the terms of the time charter agreement.

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”).

The Company records time charter revenues, including spot market-related time charters, 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 for which the performance obligations are satisfied beginning when the vessel is delivered to the charterer until it is redelivered back to the Company.  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 respective 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.  Time charter contracts, including spot market-related time charters, are considered operating leases and therefore do not fall under the scope of Accounting Standards Codification (“ASC”) 606 – Revenue from Contracts with Customers (“ASC 606”) because (i) the vessel is an identifiable asset; (ii) the Company does not have substantive substitution rights; and (iii) the charterer has the right to control the use of the vessel during the term of the contract and derives economic benefit from such use. 

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 ASC 842 — Leases, refer to Note 12 — Voyage Revenues for further discussion.

Spot market voyage charters

In a spot market voyage charter contract, the charterer hires the vessel to transport a specific agreed-upon cargo for a single voyage, which may contain multiple load ports and discharge ports. The consideration in such a contract is determined on the basis of a freight rate per metric ton of cargo carried or occasionally on a lump sum basis. The charter party generally has a minimum amount of cargo. The charterer is liable for any short loading of cargo or "dead" freight. The contract generally has a "demurrage" or "despatch" clause. As per this clause, the charterer reimburses the Company for any potential delays exceeding the allowed laytime as per the charter party clause at the ports visited which is recorded as demurrage revenue. Conversely, the charterer is given credit if the loading/discharging activities happen within the allowed laytime known as despatch resulting in a reduction in revenue. The voyage contracts generally have variable consideration in the form of demurrage or despatch. The amount of revenue earned as demurrage or despatch paid by the Company is not a material component of the Company’s revenue for the three months ended March 31, 2020 and 2019.

Pursuant to the revenue recognition guidance as disclosed in Note 12 — Voyage Revenues, revenue for spot market voyage charters is recognized 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.  

Vessel Pools

At March 31, 2020 and December 31, 2019, 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 Revenues 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 of $841 and $350 during the three months ended March 31, 2020 and 2019, 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

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 $3,075 and $2,419 of charter hire expenses during the three months ended March 31, 2020 and 2019, respectively.

Impairment of vessel assets

During the three months ended March 31, 2020 and 2019, the Company recorded $112,814 and $0, respectively, related to the impairment of vessel assets in accordance with ASC 360 — “Property, Plant and Equipment” (“ASC 360”). 

At March 31, 2020, the Company determined that the expected estimated future undiscounted cash flows for four of our Supramax vessels, the Genco Picardy, the Genco Predator, the Genco Provence and the Genco Warrior, did not exceed the net book value of these vessels as of March 31, 2020.  The Company adjusted the carrying value of these vessels to their respective fair market values as of March 31, 2020.  This resulted in an impairment loss of $27,046 during the three months ended March 31, 2020. 

On February 24, 2020, the Board of Directors determined to dispose of the Company’s following ten Handysize vessels: the Baltic Hare, the Baltic Fox, the Baltic Wind, the Baltic Cove, the Baltic Breeze, the Genco Ocean, the Genco Bay, the Genco Avra, the Genco Mare and the Genco Spirit, at times and on terms to be determined in the future.  Given this decision, and that the revised estimated future undiscounted cash flows for each of these older vessels did not exceed the net book value for each vessel given the estimated probabilities of whether the vessels will be sold, the Company adjusted the values of these older vessels to their respective fair market values during the three months ended March 31, 2020.  Subsequent to February 24, 2020, the Company has entered into agreements to sell three of these vessels during the three months ended March 31, 2020, namely the Baltic Wind, the Baltic Breeze and the Genco Bay, which were adjusted to their net sales price.  This resulted in an impairment loss of $85,768 during the three months ended March 31, 2020.  Refer to Note 4 — Vessel Acquisitions and Dispositions for further detail regarding the vessel sales. 

Loss (gain) on sale of vessels

During the three months ended March 31, 2020, the Company recorded a net loss of $486 related to the sale of vessels.  The net loss of $486 recorded during the three months ended March 31, 2020 related primarily to the sale of the Genco Charger and Genco Thunder.  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. 

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 has evaluated the impact of the adoption of ASU 2018-03 and has determined that there is no effect on its condensed consolidated financial statements.

In June 2016, the FASB issued ASU No. 2016-13, "Financial Instruments—Credit Losses" ("ASU 2016-13"). ASU 2016-13 amends the current financial instrument impairment model by requiring entities to use a forward-looking approach based on expected losses to estimate credit losses on certain types of financial instruments, including trade receivables. ASU 2016-13 was effective on January 1, 2020, with early adoption permitted.  The Company adopted ASU 2016-13 during the first quarter of 2020 and it did not have a material impact on the Company’s condensed consolidated financial statements.

In March 2020, the FASB issued ASU No. 2020-04, “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”).” ASU 2020-04 provides temporary optional expedients and exceptions to the guidance in U.S. GAAP on contract modifications and hedge accounting to ease the financial reporting burdens related to the expected market transition from the London Interbank Offered Rate (“LIBOR”) and other interbank offered rates to alternative reference rates.  This ASU is effective for adoption at any time between March 12, 2020 and December 31, 2022.  The Company is currently evaluating the impact of this adoption on its condensed consolidated financial statements and related disclosures. 

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DEBT - $108 Million Credit Facility (Details) - Secured Debt - $108 Million Credit Facility $ in Thousands			3 Months Ended
	Nov. 05, 2019 USD ($)	Aug. 14, 2018 USD ($) item	Mar. 31, 2020 USD ($)	Mar. 31, 2019 USD ($)	Sep. 30, 2018 USD ($)	Dec. 31, 2019 USD ($)
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
Number of vessels to serve as collateral under debt agreement | item		6
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	$ 1,580
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%
Debt covenant to pay dividends or repurchase stock - Total cash and cash equivalents to total indebtedness (as a percent)	18.75%
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)		70
LIBOR | Through September 30, 2019
Line of Credit Facility
Applicable margin over reference rate (as a percent)		2.50%
Agreement To Purchase Ultramax And Capesize Vessels
Line of Credit Facility
Number of vessels committed to be acquired under purchase agreement | item		6
Agreement to Purchase Capesize Drybulk Vessels
Line of Credit Facility
Number of vessels committed to be acquired under purchase agreement | item		4
Agreement To Purchase Ultramax Drybulk Vessels
Line of Credit Facility
Number of vessels committed to be acquired under purchase agreement | item		2
Minimum
Line of Credit Facility
Debt covenant to pay dividends or repurchase stock - Total cash and cash equivalents	$ 100,000
Collateral security maintenance test (as a percent)	200.00%	135.00%
Minimum | LIBOR | Period After September 30, 2019
Line of Credit Facility
Applicable margin over reference rate (as a percent)		2.25%
Maximum | LIBOR | Period After September 30, 2019
Line of Credit Facility
Applicable margin over reference rate (as a percent)		2.75%

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RELATED PARTY TRANSACTIONS (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
RELATED PARTY TRANSACTIONS
Related party transactions	$ 0	$ 0

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PREPAID EXPENSES AND OTHER CURRENT ASSETS (Details) - USD ($) $ in Thousands	Mar. 31, 2020	Dec. 31, 2019
PREPAID EXPENSES AND OTHER CURRENT ASSETS
Vessel stores	$ 566	$ 638
Capitalized contract costs	2,516	1,952
Prepaid items	2,871	2,870
Insurance receivable	2,217	2,039
Advance to agents	1,218	1,162
Other	1,477	1,388
Total prepaid expenses and other current assets	$ 10,865	$ 10,049

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LEASES (Tables)

3 Months Ended

Mar. 31, 2020

LEASES

Schedule of balance sheet information related to operating leases

	March 31,
	2020
Operating Lease:
Operating lease right-of-use asset	$	7,904
Current operating lease liabilities	$	1,698
Long-term operating lease liabilities		9,393
Total operating lease liabilities	$	11,091
Weighted average remaining lease term (years)		5.50
Weighted average discount rate		5.15	%

Schedule of maturities of operating lease liabilities

	March 31,
	2020
Remainder of 2020	$	1,672
2021		2,230
2022		2,230
2023		2,378
2024		2,453
Thereafter		1,839
Total lease payments		12,802
Less imputed interest		(1,711)
Present value of lease liabilities	$	11,091

Schedule of cash flow information related to operating leases

	For the Three Months Ended
	March 31,
	2020		2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating lease	$	557	$	557

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

3 Months Ended

Mar. 31, 2020

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Schedule of restricted cash and cash equivalents

	March 31,		December 31,
	2020		2019
Cash and cash equivalents	$	134,338	$	155,889
Restricted cash - current		14,855		6,045
Restricted cash - noncurrent		315		315
Cash, cash equivalents and restricted cash	$	149,508	$	162,249

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PREPAID EXPENSES AND OTHER CURRENT ASSETS (Tables)

3 Months Ended

Mar. 31, 2020

PREPAID EXPENSES AND OTHER CURRENT ASSETS

Schedule of prepaid expenses and other current assets

	March 31,		December 31,
	2020		2019
Vessel stores	$	566	$	638
Capitalized contract costs		2,516		1,952
Prepaid items		2,871		2,870
Insurance receivable		2,217		2,039
Advance to agents		1,218		1,162
Other		1,477		1,388
Total prepaid expenses and other current assets	$	10,865	$	10,049

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DEBT

3 Months Ended

Mar. 31, 2020

DEBT

DEBT

7 – DEBT

Long-term debt, net consists of the following:

	March 31,		December 31,
	2020		2019
Principal amount	$	488,834	$	495,824
Less:  Unamortized debt financing costs		(12,143)		(13,094)
Less: Current portion		(72,962)		(69,747)
Long-term debt, net	$	403,729	$	412,983

	March 31, 2020				December 31, 2019
			Unamortized				Unamortized
			Debt Issuance				Debt Issuance
	Principal		Cost		Principal		Cost
$495 Million Credit Facility	$	390,314	$	10,791	$	395,724	$	11,642
$108 Million Credit Facility		98,520		1,352		100,100		1,452
Total debt	$	488,834	$	12,143	$	495,824	$	13,094

As of March 31, 2020 and December 31, 2019, $12,143 and $13,094 of deferred financing costs, respectively, were presented as a direct deduction within the outstanding debt balance in the Company’s Condensed Consolidated Balance Sheets. Amortization expense for deferred financing costs was $951 and $915 for the three months ended March 31, 2020 and 2019, respectively. This amortization expense is recorded as a component of Interest expense in the Condensed Consolidated Statements of Operations.

$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 scrubbers for 17 of the Company’s Capesize vessels.  On August 28, 2019, September 23, 2019 and March 12, 2020, the Company made total drawdowns of $9,300,  $12,200 and $11,250, respectively, under the $35 Million tranche of the $495 Million Credit Facility.

On November 15, 2019, the Company utilized $6,880 of the proceeds from the sale of the Genco Challenger and Genco Champion, which were sold during the fourth quarter of 2019, as a loan prepayment under the $495 Million Credit Facility.  Additionally, on April 15, 2019, the Company utilized $4,947 of the proceeds from the sale of the Genco Cavalier 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 of March 31, 2020, there was no availability under the $495 Million Credit Facility.  Total debt repayments of $16,660 and $15,000 were made during the three months ended March 31, 2020 and 2019 under the $495 Million Credit Facility, 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 LIBOR plus 3.25% through December 31, 2018 and LIBOR plus a range of 3.00% and 3.50% thereafter, dependent upon the Company’s ratio of total net indebtedness to the last twelve months EBITDA.  Original scheduled amortization payments were $15,000 per quarter commencing on December 31, 2018, with a final payment of $190,000 due on the maturity date.  As a result of the loan prepayments for the vessel sales as noted above, scheduled amortization payments were recalculated in accordance with the terms of the facility.  Scheduled amortization payments were revised to $14,321 which commenced on December 30, 2019, with a final payment of $188,049 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 was originally scheduled to be equal to $2,500.  However, as a result of the loan prepayments for the vessel sales as noted above, the availability under the $35,000 tranche was reduced.  As of March 31, 2020, the Company drew down a total of $32,750, and this tranche is considered fully drawn.  Scheduled quarterly repayments are $2,339. 

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

· Pursuant to the November 5, 2019 amendment, the Company may pay dividends or repurchase stock to the extent the Company’s total cash and cash equivalents are greater than $100,000 and 18.75% of the Company’s total indebtedness, whichever is higher; if the Company cannot satisfy this condition, the Company is subject to a limitation of 50% of consolidated net income for the quarter preceding such dividend payment or stock repurchase if the collateral maintenance test ratio is 200% or less for such quarter, 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 were 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, 2020, 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.  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, 2020, 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, 2020 and 2019 under the $108 Million Credit Facility. 

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.

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

· 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, 2020, the Company was in compliance with all of the financial covenants under the $108 Million Credit Facility. 

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,
	2020		2019
Effective Interest Rate	4.76	%	5.56	%
Range of Interest Rates (excluding unused commitment fees)	3.45 % to 5.05	%	4.99 % to 5.76	%

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CASH FLOW INFORMATION

3 Months Ended

Mar. 31, 2020

CASH FLOW INFORMATION

CASH FLOW INFORMATION

3 - CASH FLOW INFORMATION

For the three months ended March 31, 2020, 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 $2,950 for the Purchase of scrubbers, $1,314 for the Purchase of vessels and ballast water treatment systems, including deposits, $548 for the Purchase of other fixed assets and $196 for the Net proceeds from sale of vessels.  For the three months ended March 31, 2020, 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 expense consisting of $97 for Cash dividends paid.

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 $297 for the Purchase of vessels and ballast water treatment systems, including deposits, $9 for the Purchase of scrubbers, $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 Accounts payable and accrued expenses consisting of $20 for the Payment of deferred financing fees.  

During the three months ended March 31, 2020 and 2019, cash paid for interest was $6,051 and $7,760, respectively. 

During the three months ended March 31, 2020 and 2019, there was no cash paid for estimated income taxes.

During the three months ended March 31, 2020, the Company made a reclassification of $23,129 from Vessels, net of accumulated depreciation to Vessels held for sale as the Company entered into agreements to sell the Baltic Wind, Baltic Breeze and Genco Bay prior to March 31, 2020.  Refer to Note 4 — Vessel Acquisitions and Dispositions.

On February 25, 2020, the Company issued 173,749 restricted stock units and options to purchase 344,568 shares of the Company’s stock at an exercise price of $7.06 to certain individuals. The fair value of these restricted stock units and stock options were $1,227 and $693, respectively.

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.

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

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STOCK-BASED COMPENSATION

3 Months Ended

Mar. 31, 2020

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, as adjusted for dividends declared during the fourth quarter of 2019 and the first quarter of 2020, of $240.89221 (the “$240.89 Warrants”), $267.11051 (the “$267.11 Warrants”) and $317.87359 (the “$317.87 Warrants”) per whole share, respectively. The fair value of each warrant upon emergence from bankruptcy was $7.22 for the $240.89 Warrants, $6.63 for the $267.11 Warrants and $5.63 for the $317.87 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, 2020 and 2019, there was no amortization expense of the fair value of these warrants.  As of March 31, 2020, 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, 2020:

Warrants Outstanding and Exercisable,
March 31, 2020
			Weighted
	Weighted		Average
	Average		Remaining
Number of	Exercise		Contractual
Warrants	Price		Life
8,557,461	$	281.82	0.35

As of March 31, 2020 and December 31, 2019, 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, 2020, 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 shareholders 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 $10.805 per share, as adjusted for the special dividend declared on November 5, 2019.  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 $13.365 per share, as adjusted for the special dividend declared on November 5, 2019.  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 $8.065 per share, as adjusted for the special dividend declared on November 5, 2019.  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). 

On February 25, 2020, the Company issued options to purchase 344,568 of the Company’s shares of common stock to certain individuals with an exercise price of $7.06 per share.  One third of the options become exercisable on each of the first three anniversaries of February 25, 2020, 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 Cox-Ross-Rubinstein pricing formula, resulting in a value of $2.01 per share, or $693 in the aggregate.  The assumptions used in the Cox-Ross-Rubinstein option pricing formula are as follows: volatility of 53.91% (representing the Company’s historical volatility), a risk-free interest rate of 1.41%, a dividend yield of 7.13%, and expected life of 4 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, 2020 and 2019, 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,
	2020		2019
General and administrative expenses	$	205	$	181

Amortization of the unamortized stock-based compensation balance of $1,072 as of March 31, 2020 is expected to be expensed $582,  $367,  $111 and $12 during the remainder of 2020 and during the years ended December 31, 2021, 2022 and 2023, respectively.  The following table summarizes the unvested option activity for the three months ended March 31, 2020:

		Weighted		Weighted
	Number	Average		Average
	of	Exercise		Fair
	Options	Price		Value
Outstanding at January 1, 2020 - Unvested	322,279	$	9.41		4.72
Granted	344,568		7.06		2.01
Exercisable	(119,923)		9.87		5.05
Exercised	—		—		—
Forfeited	(3,378)		8.07		3.76
Outstanding at March 31, 2020 - Unvested	543,546	$	7.83	$	2.94

The following table summarizes certain information about the options outstanding as of March 31, 2020:

		Options Outstanding and Unvested,				Options Outstanding and Exercisable,
		March 31, 2020				March 31, 2020
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
$	8.86	543,546	$	7.83	5.47	293,792	$	10.78	3.76

As of March 31, 2020 and December 31, 2019, a total of 837,338 and 496,148 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, 2020 and December 31, 2019, 373,588 and 326,247 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.  In lieu of cash dividends issued for vested and nonvested shares held by certain members of the Board of Directors, the Company will grant additional vested and nonvested RSUs, respectively, which are calculated by dividing the amount of the dividend by the closing price per share of the Company’s common stock on the dividend payment date and will have the same terms as other RSUs issued to members of the Board of Directors.  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, 2020:

		Weighted
	Number of	Average Grant
	RSUs	Date Price
Outstanding at January 1, 2020	162,096	$	9.26
Granted	177,911		7.00
Vested	(50,332)		9.48
Forfeited	(1,490)		8.39
Outstanding at March 31, 2020	288,185	$	7.83

The total fair value of the RSUs that vested during the three months ended March 31, 2020 and 2019 was $351 and $107, 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, 2020:

Unvested RSUs				Vested RSUs
March 31, 2020				March 31, 2020
			Weighted
	Weighted		Average		Weighted
	Average		Remaining		Average
Number of	Grant Date		Contractual	Number of	Grant Date
RSUs	Price		Life	RSUs	Price
288,185	$	7.83	2.27	472,555	$	11.26

The Company is amortizing these grants over the applicable vesting periods, net of anticipated forfeitures.  As of March 31, 2020, unrecognized compensation cost of $1,557 related to RSUs will be recognized over a weighted-average period of 2.27 years.

For the three months ended March 31, 2020 and 2019, 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,
	2020		2019
General and administrative expenses	$	276	$	271

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ACCOUNTS PAYABLE AND ACCRUED EXPENSES

3 Months Ended

Mar. 31, 2020

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,
	2020		2019
Accounts payable	$	21,850	$	26,040
Accrued general and administrative expenses		1,593		4,105
Accrued vessel operating expenses		10,727		19,459
Total accounts payable and accrued expenses	$	34,170	$	49,604

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GENERAL INFORMATION (Tables)

3 Months Ended

Mar. 31, 2020

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, 2020:

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 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 Constantine Limited	Genco Constantine	180,183	2/21/08		2008
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		2009
Baltic Panther Limited	Baltic Panther	53,350	4/29/10		2009
Baltic Cougar Limited	Baltic Cougar	53,432	5/28/10		2009
Baltic Jaguar Limited	Baltic Jaguar	53,473	5/14/10		2009
Baltic Bear Limited	Baltic Bear	177,717	5/14/10		2010
Baltic Wolf Limited	Baltic Wolf	177,752	10/14/10		2010
Baltic Wind Limited	Baltic Wind	34,408	8/4/10		2009
Baltic Cove Limited	Baltic Cove	34,403	8/23/10		2010
Baltic Breeze Limited	Baltic Breeze	34,386	10/12/10		2010
Baltic Fox Limited	Baltic Fox	31,883	9/6/13		2010
Baltic Hare Limited	Baltic Hare	31,887	9/5/13		2009
Baltic Hornet Limited	Baltic Hornet	63,574	10/29/14		2014
Baltic Wasp Limited	Baltic Wasp	63,389	1/2/15		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.

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Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Cash flows from operating activities:
Net loss	$ (120,350)	$ (7,801)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Depreciation and amortization	17,574	18,076
Amortization of deferred financing costs	951	915
Noncash operating lease expense	337	285
Amortization of nonvested stock compensation expense	481	452
Impairment of vessel assets	112,814	0
Loss (gain) on sale of vessels	486	(611)
Insurance proceeds for protection and indemnity claims	101	226
Change in assets and liabilities:
(Increase) decrease in due from charterers	(1,303)	5,041
(Increase) decrease in prepaid expenses and other current assets	(1,074)	927
Increase in inventories	(2,134)	(1,077)
Decrease in accounts payable and accrued expenses	(9,916)	(2,114)
Increase (decrease) in deferred revenue	1,191	(1,907)
Decrease in operating lease liabilities	(412)	(390)
Deferred drydock costs incurred	(2,784)	(410)
Net cash (used in) provided by operating activities	(4,038)	11,612
Cash flows from investing activities:
Purchase of vessels and ballast water treatment systems, including deposits	(273)	(3,406)
Purchase of scrubbers (capitalized in Vessels)	(7,778)	(5,868)
Purchase of other fixed assets	(1,039)	(1,199)
Net proceeds from sale of vessels	14,510	6,351
Insurance proceeds for hull and machinery claims	157
Net cash provided by (used in) investing activities	5,577	(4,122)
Cash flows from financing activities:
Payment of common stock issuance costs		(105)
Cash dividends paid	(7,290)
Payment of deferred financing costs		(591)
Net cash used in financing activities	(14,280)	(17,276)
Net decrease in cash, cash equivalents and restricted cash	(12,741)	(9,786)
Cash, cash equivalents and restricted cash at beginning of period	162,249	202,761
Cash, cash equivalents and restricted cash at end of period	149,508	192,975
Secured Debt | $108 Million Credit Facility
Cash flows from financing activities:
Repayment of secured debt	(1,580)	(1,580)
Secured Debt | $495 Million Credit Facility
Cash flows from financing activities:
Proceeds from credit facility	11,250
Repayment of secured debt	$ (16,660)	$ (15,000)

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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, 2020 USD ($) $ / shares shares	Mar. 31, 2019 USD ($)	Feb. 25, 2020 $ / shares	Dec. 31, 2019 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)			$ 281.82
Weighted average remaining contractual life, exercisable			4 months 6 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 | $240.89 Warrants
Stock Awards
Aggregate number of shares of common stock available for awards | shares	238,066
Exercise price per share, as adjusted by dividends					$ 240.89221
Fair value of warrant (in dollars per share)	$ 7.22
Warrants | $267.11 Warrants
Stock Awards
Aggregate number of shares of common stock available for awards | shares	246,701
Exercise price per share, as adjusted by dividends					267.11051
Fair value of warrant (in dollars per share)	$ 6.63
Warrants | $317.87 Warrants
Stock Awards
Aggregate number of shares of common stock available for awards | shares	370,979
Exercise price per share, as adjusted by dividends					$ 317.87359
Fair value of warrant (in dollars per share)	$ 5.63

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Consolidated Statements of Operations (Parenthetical) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Consolidated Statements of Operations
Nonvested stock amortization expenses	$ 481	$ 452

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LEASES - Narrative (Details) - USD ($) $ in Thousands			3 Months Ended
	Jun. 14, 2019	Apr. 04, 2011	Mar. 31, 2020	Jun. 30, 2019	Mar. 31, 2019	Jan. 17, 2019
Leases
Impairment of right-of-use asset				$ 223
Sublease income			$ 306		$ 0
Total lease cost			483		$ 452
Period from July 26, 2019 to September 29, 2025
Leases
Free base rental period of the sublease	4 months 15 days
Period from December 10, 2019 to September 29, 2025
Leases
Monthly base sublease income	$ 102
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
Lease Agreement entered into January 2019 | Singapore
Leases
Lease term						3 years

XML

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2020	May 06, 2020
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, 2020
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 Shell Company	false
Entity Common Stock, Shares Outstanding		41,801,753
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	Q1

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CASH FLOW INFORMATION - Stock-Based Compensation (Details) - 2015 EIP Plan - USD ($) $ / shares in Units, $ in Thousands				3 Months Ended
	Feb. 25, 2020	Mar. 04, 2019	Feb. 27, 2018	Mar. 31, 2020
Restricted Stock Units
Non-cash investing and financing activities
Granted (in shares)	173,749	106,079		177,911
Aggregate fair value	$ 1,227	$ 890
Vested (in shares)				50,332
Stock Options
Non-cash investing and financing activities
Options to purchase (in shares)	344,568	240,540	122,608	344,568
Exercise price	$ 7.06	$ 8.39		$ 7.06
Aggregate fair value	$ 693	$ 904	$ 926

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GENERAL INFORMATION - Vessel Details (Details)	Mar. 31, 2020 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 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 Constantine Limited | Genco Constantine
Vessels
Capacity of vessels	180,183
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 - Revenue and Voyage Expense (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2020 USD ($) item	Mar. 31, 2019 USD ($)	Dec. 31, 2019 item
Voyage expense recognition
Number of vessels in vessel pools | item	0		0
Net loss on purchase and sale of bunker fuel and net realizable value adjustments	$ 841	$ 350
Charter hire expenses	$ 3,075	$ 2,419

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FAIR VALUE OF FINANCIAL INSTRUMENTS - RECURRING (Details) - USD ($) $ in Thousands	Mar. 31, 2020	Dec. 31, 2019	Mar. 31, 2019	Feb. 28, 2019	Aug. 14, 2018
Fair value of financial instruments
Floating rate debt	$ 488,834	$ 495,824
Secured Debt | $495 Million Credit Facility
Fair value of financial instruments
Floating rate debt	390,314	395,724
Face amount of term loan facility	495,000	495,000	$ 495,000	$ 495,000
Secured Debt | $108 Million Credit Facility
Fair value of financial instruments
Floating rate debt	98,520	100,100
Face amount of term loan facility	108,000	108,000	$ 108,000		$ 108,000
Carrying Value
Fair value of financial instruments
Cash and cash equivalents	134,338	155,889
Restricted cash	15,170	6,360
Floating rate debt	488,834	495,824
Fair value
Fair value of financial instruments
Cash and cash equivalents	134,338	155,889
Restricted cash	15,170	6,360
Floating rate debt	$ 488,834	$ 495,824

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DEBT - Expenses (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019	Dec. 31, 2019
Line of Credit Facility
Deferred financing costs, noncurrent	$ 12,143		$ 13,094
Amortization of deferred financing costs	951	$ 915
Interest Expense
Line of Credit Facility
Amortization of deferred financing costs	$ 951	$ 915

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SUBSEQUENT EVENTS (Details) - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended
	May 06, 2020	Mar. 31, 2020
Subsequent Events
Dividends declared per share of common stock		$ 0.175
Aggregate amount of dividend		$ 7,363
Subsequent Event
Subsequent Events
Dividends declared per share of common stock	$ 0.02
Aggregate amount of dividend	$ 800

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PREPAID EXPENSES AND OTHER CURRENT ASSETS

3 Months Ended

Mar. 31, 2020

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,
	2020		2019
Vessel stores	$	566	$	638
Capitalized contract costs		2,516		1,952
Prepaid items		2,871		2,870
Insurance receivable		2,217		2,039
Advance to agents		1,218		1,162
Other		1,477		1,388
Total prepaid expenses and other current assets	$	10,865	$	10,049

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NET LOSS PER SHARE

3 Months Ended

Mar. 31, 2020

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 288,185 restricted stock units and 837,338 stock options excluded from the computation of diluted net loss per share during the three months ended March 31, 2020 because they were anti-dilutive.  There were 242,722 restricted stock units and 496,418 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 (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, 2020 and 2019 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,
	2020	2019
Common shares outstanding, basic:
Weighted-average common shares outstanding, basic	41,866,357	41,726,106
Common shares outstanding, diluted:
Weighted-average common shares outstanding, basic	41,866,357	41,726,106
Dilutive effect of warrants	—	—
Dilutive effect of stock options	—	—
Dilutive effect of restricted stock awards	—	—
Weighted-average common shares outstanding, diluted	41,866,357	41,726,106

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GENERAL INFORMATION

3 Months Ended

Mar. 31, 2020

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, 2020, 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.” 

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

At present, it is not possible to ascertain the overall impact of COVID-19 on the Company’s operational and financial performance, which may take some time to materialize and may not be fully reflected in the results for 2020.  However, an increase in the severity or duration or a resurgence of the COVID-19 pandemic could have a material adverse effect on the Company’s business, results of operations, cash flows, financial condition, the carrying value of the Company’s assets, the fair values of the Company’s vessels, and the Company’s ability to pay dividends. 

Other General Information

Below is the list of the Company’s wholly owned ship-owning subsidiaries as of March 31, 2020:

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 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 Constantine Limited	Genco Constantine	180,183	2/21/08		2008
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		2009
Baltic Panther Limited	Baltic Panther	53,350	4/29/10		2009
Baltic Cougar Limited	Baltic Cougar	53,432	5/28/10		2009
Baltic Jaguar Limited	Baltic Jaguar	53,473	5/14/10		2009
Baltic Bear Limited	Baltic Bear	177,717	5/14/10		2010
Baltic Wolf Limited	Baltic Wolf	177,752	10/14/10		2010
Baltic Wind Limited	Baltic Wind	34,408	8/4/10		2009
Baltic Cove Limited	Baltic Cove	34,403	8/23/10		2010
Baltic Breeze Limited	Baltic Breeze	34,386	10/12/10		2010
Baltic Fox Limited	Baltic Fox	31,883	9/6/13		2010
Baltic Hare Limited	Baltic Hare	31,887	9/5/13		2009
Baltic Hornet Limited	Baltic Hornet	63,574	10/29/14		2014
Baltic Wasp Limited	Baltic Wasp	63,389	1/2/15		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.

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DEBT (Tables)

3 Months Ended

Mar. 31, 2020

DEBT

Schedule of components of Long-term debt

	March 31,		December 31,
	2020		2019
Principal amount	$	488,834	$	495,824
Less:  Unamortized debt financing costs		(12,143)		(13,094)
Less: Current portion		(72,962)		(69,747)
Long-term debt, net	$	403,729	$	412,983

	March 31, 2020				December 31, 2019
			Unamortized				Unamortized
			Debt Issuance				Debt Issuance
	Principal		Cost		Principal		Cost
$495 Million Credit Facility	$	390,314	$	10,791	$	395,724	$	11,642
$108 Million Credit Facility		98,520		1,352		100,100		1,452
Total debt	$	488,834	$	12,143	$	495,824	$	13,094

Schedule of effective interest rate and the range of interest rates on the debt

	For the Three Months Ended March 31,
	2020		2019
Effective Interest Rate	4.76	%	5.56	%
Range of Interest Rates (excluding unused commitment fees)	3.45 % to 5.05	%	4.99 % to 5.76	%

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ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables)

3 Months Ended

Mar. 31, 2020

ACCOUNTS PAYABLE AND ACCRUED EXPENSES.

Schedule of accounts payable and accrued expenses

	March 31,		December 31,
	2020		2019
Accounts payable	$	21,850	$	26,040
Accrued general and administrative expenses		1,593		4,105
Accrued vessel operating expenses		10,727		19,459
Total accounts payable and accrued expenses	$	34,170	$	49,604

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SUBSEQUENT EVENTS

3 Months Ended

Mar. 31, 2020

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS

17 – SUBSEQUENT EVENTS

On May 6, 2020, the Company announced a regular quarterly dividend of $0.02 per share to be paid on or about May 28, 2020 to shareholders of record as of May 18, 2020.  The aggregate amount of the dividend is expected to be approximately $0.8 million, which the Company anticipates will be funded from cash on hand at the time the payment is to be made.

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LEASES

3 Months Ended

Mar. 31, 2020

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. 

In addition, during October 2017 the Company entered into a lease for office space in Singapore that expired in January 2019.  A lease was signed for a new office space in Singapore effective January 17, 2019 for a three-year term.

Lastly, during July 2018, the Company entered into a lease for office space in Copenhagen, which commenced on July 1, 2018 and ended on April 30, 2019.  A lease was signed for a new office space in Copenhagen effective May 1, 2019 for a minimum period ending May 1, 2023.

The Company adopted ASC 842 using the transition method on January 1, 2019 and has identified these leases as operating leases.   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.  The Company used its incremental borrowing rate as the discount rate under ASC 842 since the rate implicit in the lease cannot be readily determined.

On June 14, 2019, the Company entered into a sublease agreement for a portion of the leased space for its main office in New York, New York that commenced on July 26, 2019 and will end on September 29, 2025.  There is a free base rental period for the first four and a half months commencing on July 26, 2019.  Following the expiration of the free base rental period, the monthly base sublease income will be $102 per month until September 29, 2025.  The sublease income for the portion of the leased space is less than the lease payments due for the space, which has been identified as an indicator of impairment under ASC 360.  As such, the right-of-use asset for the subleased portion of the space was written down to its fair value during the second quarter of 2019 which resulted in $223 of impairment charges which was recorded in Impairment of right-of-asset in the Condensed Consolidated Statements of Operation during the three months ended June 30, 2019.  Sublease income is recorded net with the total operating lease costs in General and administrative expenses in the Condensed Consolidated Statements of Operation.  There was $306 of sublease income recorded during the three months ended March 31, 2020.  There was no sublease income recorded during the three months ended March 31, 2019. 

Total operating lease costs recorded during the three months ended March 31, 2020 and 2019 were $483 and $452, respectively, which was recorded in General and administrative expenses in the Condensed Consolidated Statements of Operations. 

Supplemental Condensed Consolidated Balance Sheet information related to the Company’s operating leases as of March 31, 2020 are as follows:   

	March 31,
	2020
Operating Lease:
Operating lease right-of-use asset	$	7,904
Current operating lease liabilities	$	1,698
Long-term operating lease liabilities		9,393
Total operating lease liabilities	$	11,091
Weighted average remaining lease term (years)		5.50
Weighted average discount rate		5.15	%

Maturities of operating lease liabilities as of March 31, 2020 are as follows:

	March 31,
	2020
Remainder of 2020	$	1,672
2021		2,230
2022		2,230
2023		2,378
2024		2,453
Thereafter		1,839
Total lease payments		12,802
Less imputed interest		(1,711)
Present value of lease liabilities	$	11,091

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

	For the Three Months Ended
	March 31,
	2020		2019
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating lease	$	557	$	557

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, 2020 and 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, 2020 and 2019 for these charter-in agreements.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Restricted Cash (Details) - USD ($) $ in Thousands	Mar. 31, 2020	Dec. 31, 2019	Mar. 31, 2019	Dec. 31, 2018
Restricted Cash
Cash and cash equivalents	$ 134,338	$ 155,889
Restricted cash - current	14,855	6,045
Restricted cash - noncurrent	315	315
Cash, cash equivalents and restricted cash	$ 149,508	$ 162,249	$ 192,975	$ 202,761

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Sale of Vessels (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Gain on sale of vessels
(Loss) gain on sale of vessels	$ (486)	$ 611
Genco Charger and Genco Thunder
Gain on sale of vessels
(Loss) gain on sale of vessels	$ (486)
Genco Vigour
Gain on sale of vessels
(Loss) gain on sale of vessels		$ 611

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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
	Feb. 25, 2020	Mar. 04, 2019	Mar. 31, 2020	Mar. 31, 2019	Dec. 31, 2019
Stock Awards
Number of common shares outstanding in respect of RSUs			373,588		326,247
Number of Shares
Balance at the beginning of the period (in shares)			162,096
Granted (in shares)	173,749	106,079	177,911
Vested (in shares)			(50,332)
Forfeited (in shares)			(1,490)
Balance at the end of the period (in shares)			288,185
Weighted Average Fair Value
Balance at the beginning of the period (in dollars per share)			$ 9.26
Granted (in dollars per share)			7.00
Vested (in dollars per share)			9.48
Forfeited (in dollars per share)			8.39
Balance at the end of the period (in dollars per share)			$ 7.83
Weighted-average remaining contractual life			2 years 3 months 7 days
Additional disclosures
Total fair value of shares vested			$ 351	$ 107
Unrecognized compensation cost related to nonvested stock awards
Unrecognized compensation cost			$ 1,557
Weighted-average period for recognition of unrecognized compensation cost			2 years 3 months 7 days
General and Administrative Expense
Additional disclosures
Recognized nonvested stock amortization expense			$ 276	$ 271
Vested RSUs
Number of Shares
Number of shares vested			472,555
Weighted Average Fair Value
Vested (in dollars per share)			$ 11.26
Other Individuals
Stock Awards
Vesting period of awards			3 years

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Consolidated Statements of Equity - USD ($) $ in Thousands	Common Stock	Additional Paid-in Capital	Accumulated Deficit	Total
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)
Nonvested stock amortization		452		452
Balance at the end at Mar. 31, 2019	416	1,740,615	(695,073)	1,045,958
Balance at the beginning at Dec. 31, 2019	417	1,721,268	(743,257)	978,428
Increase (Decrease) in Shareholders' Equity
Net loss			(120,350)	(120,350)
Issuance of vested RSUs, net of forfeitures	1	(1)
Cash dividends declared ($0.175 per share)		(7,363)		(7,363)
Nonvested stock amortization		481		481
Balance at the end at Mar. 31, 2020	$ 418	$ 1,714,385	$ (863,607)	$ 851,196

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LEASES - Operating Lease Liabilities (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Operating Lease Liabilities - ASC 842
2020	$ 1,672
2021	2,230
2022	2,230
2023	2,378
2024	2,453
Thereafter	1,839
Total lease payments	12,802
Less: Imputed interest	(1,711)
Present value of lease liabilities	11,091
Operating cash flow payments	$ 557	$ 557

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Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Mar. 31, 2020	Dec. 31, 2019
Current Assets:
Due from charterers, reserve	$ 665	$ 1,064
Noncurrent assets:
Vessels, accumulated depreciation	228,208	288,373
Deferred drydock, accumulated amortization	6,993	11,862
Fixed assets, accumulated depreciation and amortization	1,704	2,154
Deferred financing costs, noncurrent	$ 12,143	$ 13,094
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)	41,801,753	41,754,413
Common stock, shares outstanding (in shares)	41,801,753	41,754,413

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ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details) - USD ($) $ in Thousands	Mar. 31, 2020	Dec. 31, 2019
ACCOUNTS PAYABLE AND ACCRUED EXPENSES.
Accounts payable	$ 21,850	$ 26,040
Accrued general and administrative expenses	1,593	4,105
Accrued vessel operating expenses	10,727	19,459
Total accounts payable and accrued expenses	$ 34,170	$ 49,604

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LEGAL PROCEEDINGS

3 Months Ended

Mar. 31, 2020

LEGAL PROCEEDINGS

LEGAL PROCEEDINGS

16 - LEGAL PROCEEDINGS

From time to time, the Company may be subject to legal proceedings and claims in the ordinary course of its business, principally personal injury and property casualty claims. Such claims, even if lacking merit, could result in the expenditure of significant financial and managerial resources.  The Company is not aware of any legal proceedings or claims that it believes will have, individually or in the aggregate, a material effect on the Company, its financial condition, results of operations or cash flows.

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VOYAGE REVENUE

3 Months Ended

Mar. 31, 2020

VOYAGE REVENUE

VOYAGE REVENUE

12 – VOYAGE REVENUES

Total voyage revenues include 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, 2020 and 2019, the Company earned $98,336 and $93,464 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 and any port expenses incurred prior to arrival at the load port are capitalized and recorded in Prepaid expenses and other current assets in the Condensed Consolidated Balance Sheets and are 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.  Similarly, for any third party vessels that are chartered in, the charter hire expenses during this period are capitalized and recorded in Prepaid expenses and other current assets in the Condensed Consolidated Balance Sheets and are amortized and expensed as part of Charter hire 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,
	2020		2019
Lease revenue	$	19,151	$	23,390
Spot market voyage revenue		79,185		70,074
Total voyage revenues	$	98,336	$	93,464

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Vessels, net and Deferred revenue (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2020 USD ($) $ / item	Mar. 31, 2019 USD ($)	Dec. 31, 2019 USD ($)
Vessels, net
Estimated useful life	25 years
Estimated scrap value (in dollars per lightweight ton) | $ / item	310
Depreciation and amortization	$ 17,574	$ 18,076
Accrual related to estimated customer claims	303		$ 577
Vessels
Vessels, net
Depreciation and amortization	$ 15,833	$ 16,488

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CASH FLOW INFORMATION - Non-cash (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Non-cash investing and financing activities
Reclassification from vessels to vessels held for sale	$ 23,129
Cash paid for interest	6,051	$ 7,760
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 scrubbers	2,950	9
Non-cash investing activities purchase of vessels and ballast water treatment systems, including deposits	1,314	297
Non-cash investing activities purchase of other fixed assets	548	124
Net proceeds from sale of vessels	196	41
Non-cash financing activities cash dividends paid	$ 97
Non-cash financing activities deferred financing fees		$ 20

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Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Consolidated Statements of Comprehensive Loss
Net loss	$ (120,350)	$ (7,801)
Other comprehensive income	0	0
Comprehensive loss	$ (120,350)	$ (7,801)

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LEASES - Balance Sheet Information (Details) - USD ($) $ in Thousands	Mar. 31, 2020	Dec. 31, 2019
Operating lease
Operating lease right-of-use assets	$ 7,904	$ 8,241
Current operating lease liabilities	1,698	1,677
Long-term operating lease liabilities	9,393	$ 9,826
Present value of lease liabilities	$ 11,091
Weighted average remaining lease term (years)	5 years 6 months
Weighted average discount rate	5.15%

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Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2020	Dec. 31, 2019
Current assets:
Cash and cash equivalents	$ 134,338	$ 155,889
Restricted cash	14,855	6,045
Due from charterers, net of a reserve of $665 and $1,064, respectively	15,004	13,701
Prepaid expenses and other current assets	10,865	10,049
Inventories	29,342	27,208
Vessels held for sale	23,129	10,303
Total current assets	227,533	223,195
Noncurrent assets:
Vessels, net of accumulated depreciation of $228,208 and $288,373, respectively	1,121,561	1,273,861
Deferred drydock, net of accumulated amortization of $6,993 and $11,862 respectively	17,704	17,304
Fixed assets, net of accumulated depreciation and amortization of $1,704 and $2,154, respectively	5,949	5,976
Operating lease right-of-use assets	7,904	8,241
Restricted cash	315	315
Total noncurrent assets	1,153,433	1,305,697
Total assets	1,380,966	1,528,892
Current liabilities:
Accounts payable and accrued expenses	34,170	49,604
Current portion of long-term debt	72,962	69,747
Deferred revenue	7,818	6,627
Current operating lease liabilities	1,698	1,677
Total current liabilities:	116,648	127,655
Noncurrent liabilities:
Long-term operating lease liabilities	9,393	9,826
Long-term debt, net of deferred financing costs of $12,143 and $13,094, respectively	403,729	412,983
Total noncurrent liabilities	413,122	422,809
Total liabilities	529,770	550,464
Commitments and contingencies (Note 14)
Equity:
Common stock, par value $0.01; 500,000,000 shares authorized; 41,801,753 and 41,754,413 shares issued and outstanding at March 31, 2020 and December 31, 2019, respectively	418	417
Additional paid-in capital	1,714,385	1,721,268
Accumulated deficit	(863,607)	(743,257)
Total equity	851,196	978,428
Total liabilities and equity	$ 1,380,966	$ 1,528,892

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FIXED ASSETS (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019	Dec. 31, 2019
FIXED ASSETS
Total costs	$ 7,653		$ 8,130
Less: accumulated depreciation and amortization	(1,704)		(2,154)
Total fixed assets, net	5,949		5,976
Depreciation and amortization	17,574	$ 18,076
Detail of Fixed Assets, Excluding Vessels
FIXED ASSETS
Depreciation and amortization	345	$ 154
Vessel equipment
FIXED ASSETS
Total costs	6,543		7,288
Furniture and fixtures
FIXED ASSETS
Total costs	270		467
Leasehold improvements
FIXED ASSETS
Total costs	539		100
Computer equipment
FIXED ASSETS
Total costs	$ 301		$ 275

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STOCK-BASED COMPENSATION - 2015 EIP Stock Options and Other (Details) - 2015 EIP Plan - USD ($) $ / shares in Units, $ in Thousands						3 Months Ended
	Feb. 25, 2020	Nov. 05, 2019	Mar. 04, 2019	Feb. 27, 2018	Mar. 23, 2017	Mar. 31, 2020	Mar. 31, 2019	Dec. 31, 2019	Mar. 22, 2017	Jun. 26, 2015
Stock options
Aggregate number of shares of common stock available for awards					2,750,000				400,000	400,000
Nonemployee Directors
Additional disclosures
Maximum annual limit for grants (in shares)					500,000
Other Individuals
Additional disclosures
Maximum annual limit for grants (in shares)					1,000,000
Stock Options
Stock options
Vesting percentage of awards	33.33%		33.33%	33.33%
Vesting period	3 years		3 years	3 years
Unrecognized compensation cost
Unamortized compensation cost						$ 1,072
Future amortization of stock based compensation
Remainder of 2020						582
2021						367
2022						111
2023						$ 12
Number of Options
Outstanding at beginning of period (in shares)						322,279
Granted (in shares)	344,568		240,540	122,608		344,568
Exercisable (in shares)						(119,923)
Forfeited (in shares)						(3,378)
Outstanding at end of period (in shares)						543,546
Weighted Average Exercise Price
Outstanding at beginning of period (in dollars per share)						$ 9.41
Granted (in dollars per share)	$ 7.06		$ 8.39			7.06
Exercisable (in dollars per share)						9.87
Forfeited (in dollars per share)						8.07
Outstanding at end of period (in dollars per share)						7.83
Weighted Average Fair Value
Outstanding at beginning of period (in dollars per share)						4.72
Granted (in dollars per share)	$ 2.01		$ 3.76	$ 7.55		2.01
Exercisable (in dollars per share)						5.05
Forfeited (in dollars per share)						3.76
Outstanding at end of period (in dollars per share)						2.94
Weighted Average Exercise Price Of Outstanding Options						$ 8.86
Options Outstanding, Weighted Average Remaining Contractual Life						5 years 5 months 19 days
Options Exercisable, Number of options						293,792
Options Exercisable, Weighted Average Exercise Price						$ 10.78
Options Exercisable, Weighted Average Remaining Contractual Life						3 years 9 months 4 days
Aggregate fair value	$ 693		$ 904	$ 926
Stock options outstanding - nonvested and exercisable						837,338		496,148
Assumptions and Methodology
Weighted average volatility rate (as a percent)	53.91%		55.23%	71.94%
Risk-free interest rate ( as a percent)	1.41%		2.49%	2.53%
Dividend rate ( as a percent)	7.13%		0.00%	0.00%
Expected life (in years)	4 years		4 years	4 years
Stock Options | General and Administrative Expense
Stock options
Amortization expense						$ 205	$ 181
Stock Options | Exercise Price - $13.365
Weighted Average Exercise Price
Granted (in dollars per share)		$ 13.365
Stock Options | Exercise Price - $8.065
Weighted Average Exercise Price
Granted (in dollars per share)		8.065
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)		$ 10.805
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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DEBT - Interest Rates (Details)	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Interest rates on debt
Effective Interest Rate (as a percent)	4.76%	5.56%
Minimum
Interest rates on debt
Range of interest rates (excluding unused commitment fees)	3.45%	4.99%
Maximum
Interest rates on debt
Range of interest rates (excluding unused commitment fees)	5.05%	5.76%

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DEBT - Components of Long-term Debt (Details) - USD ($) $ in Thousands	Mar. 31, 2020	Dec. 31, 2019	Mar. 31, 2019	Feb. 28, 2019	Aug. 14, 2018
Line of Credit Facility
Principal amount	$ 488,834	$ 495,824
Less: Unamortized debt financing costs	(12,143)	(13,094)
Less: Current portion	(72,962)	(69,747)
Long-term debt, net	403,729	412,983
Secured Debt | $495 Million Credit Facility
Line of Credit Facility
Principal amount	390,314	395,724
Less: Unamortized debt financing costs	(10,791)	(11,642)
Maximum borrowing capacity	495,000	495,000	$ 495,000	$ 495,000
Secured Debt | $108 Million Credit Facility
Line of Credit Facility
Principal amount	98,520	100,100
Less: Unamortized debt financing costs	(1,352)	(1,452)
Maximum borrowing capacity	$ 108,000	$ 108,000	$ 108,000		$ 108,000

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VESSEL ACQUISITIONS AND DISPOSITIONS

3 Months Ended

Mar. 31, 2020

VESSEL ACQUISITIONS AND DISPOSITIONS

VESSEL ACQUISITIONS AND DISPOSITIONS

4 - VESSEL ACQUISITIONS AND DISPOSITIONS

Vessel Dispositions

On March 20, 2020, the Company entered into agreements to sell the Baltic Breeze and Genco Bay, both 2010-built Handysize vessels, for $7,900 each less a 2.0% broker commission payable to a third party.  The sales are expected to be completed during the second and third quarter of 2020.  The vessel assets have been classified as held for sale in the Condensed Consolidated Balance Sheets as of March 31, 2020.  Refer to “Impairment of vessel assets” section in Note 2 —  Summary of Significant Accounting Policies for impairment expense recorded during the three months ended March 31, 2020.

On March 2, 2020, the Company entered into an agreement to sell the Baltic Wind, a 2009-built Handysize vessel, for $7,750 less a 2.0% broker commission payable to a third party.  The sale is expected to be completed during the second quarter of 2020.  The vessel assets have been classified as held for sale in the Condensed Consolidated Balance Sheets as of March 31, 2020.  Refer to “Impairment of vessel assets” section in Note 2 —  Summary of Significant Accounting Policies for impairment expense recorded during the three months ended March 31, 2020.

On September 25, 2019, the Company entered into an agreement to sell the Genco Thunder, a 2007-built Panamax vessel, for $10,400 less a 2.0% broker commission payable to a third party.  The sale was completed on March 5, 2020.  The vessel assets have been classified as held for sale in the Condensed Consolidated Balance Sheets as of December 31, 2019.

On February 3, 2020, the Company entered into an agreement to sell the Genco Charger, a 2005-built Handysize vessel, to a third party for $5,150 less a 1.0% commission payable to a third party.  The sale of the Genco Charger was completed on February 24, 2020.  

On November 4, 2019, the Company entered into an agreement to sell the Genco Raptor, a 2007-built Panamax vessel, for $10,200 less a 2.0% broker commission payable to a third party.  The sale was completed on December 11, 2019. 

The Genco Thunder, Genco Charger and Genco Raptor served as collateral under the $495 Million Credit facility; therefore $5,339,  $3,471 and $6,045, respectively, of the net proceeds received from the sale will remain classified as restricted cash for 180 days following the respective sale dates, which has been reflected as restricted cash in the Condensed Consolidated Balance Sheets as of March 31, 2020.  As of December 31, 2019, a total amount of $6,045 was reflected as restricted cash in the Condensed Consolidated Balance Sheets for the Genco Raptor.  These amounts 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 September 20, 2019, the Company entered into an agreement to sell the Genco Champion, a 2006-built Handysize vessel, for $6,600 less a 3.0% broker commission payable to a third party.  The sale was completed on October 21, 2019.  On August 2, 2019, the Company entered into an agreement to sell the Genco Challenger, a 2003-built Handysize vessel, for $5,250 less a 2.0% broker commission payable to a third party.  The sale was completed on October 10, 2019.  The Genco Champion and Genco Challenger served as collateral under the $495 Million Credit Facility; therefore, $6,880 of the net proceeds from the sale of these two vessels was required to be used as a loan prepayment since a replacement vessels was not going to be added as collateral within 180 days following the respective sales dates.  Refer to Note 7 — Debt for further information.

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 Genco Vigour did not serve as collateral under any of the Company’s credit facilities.

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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Consolidated Statements of Cash Flows (Parenthetical) - Secured Debt - USD ($) $ in Millions	Mar. 31, 2020	Dec. 31, 2019	Mar. 31, 2019	Feb. 28, 2019	Aug. 14, 2018
$108 Million Credit Facility
Maximum borrowing capacity	$ 108	$ 108	$ 108		$ 108
$495 Million Credit Facility
Maximum borrowing capacity	$ 495	$ 495	$ 495	$ 495

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FAIR VALUE OF FINANCIAL INSTRUMENTS

3 Months Ended

Mar. 31, 2020

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, 2020 and December 31, 2019 which are required to be disclosed at fair value, but not recorded at fair value, are noted below.

	March 31, 2020				December 31, 2019
	Carrying				Carrying
	Value		Fair Value		Value		Fair Value
Cash and cash equivalents	$	134,338	$	134,338	$	155,889	$	155,889
Restricted cash		15,170		15,170		6,360		6,360
Floating rate debt		488,834		488,834		495,824		495,824

The carrying value of the borrowings under the $495 Million Credit Facility and the $108 Million Credit Facility as of March 31, 2020 and December 31, 2019 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 carrying amounts of the Company’s other financial instruments at March 31, 2020 and December 31, 2019 (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, 2020, the vessel assets for fourteen of the Company’s vessels were written down as part of the impairment recorded during the three months ended March 31, 2020.  There was no vessel impairment recorded during the three months ended March 31, 2019. The vessels held for sale as of March 31, 2020 were written down as part of the impairment recorded during the three months ended March 31, 2020.  The vessel held for sale as of December 31, 2019 was written down as part of the impairment recorded during the three months ended September 30, 2019.Refer to “Impairment of vessel assets” section in Note 2 — Summary of Significant Accounting Policies. 

Nonrecurring fair value measurements also include impairment tests conducted by the Company during the three months ended March 31, 2020 and 2019 of its operating lease right-of use assets.  The fair value determination for the operating lease right-of-use assets was based on third party quotes, which is considered a Level 2 input.  During the three months ended March 31, 2020 and 2019, there was no impairment of the operating lease right-of-use assets.  Refer to Note 13 — Leases. The Company did not have any Level 3 financial assets or liabilities as of March 31, 2020 and December 31, 2019.

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FAIR VALUE OF FINANCIAL INSTRUMENTS (Tables)

3 Months Ended

Mar. 31, 2020

FAIR VALUE OF FINANCIAL INSTRUMENTS

Schedule of fair values and carrying values of the Company's financial instruments

	March 31, 2020				December 31, 2019
	Carrying				Carrying
	Value		Fair Value		Value		Fair Value
Cash and cash equivalents	$	134,338	$	134,338	$	155,889	$	155,889
Restricted cash		15,170		15,170		6,360		6,360
Floating rate debt		488,834		488,834		495,824		495,824

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VOYAGE REVENUE (Tables)

3 Months Ended

Mar. 31, 2020

VOYAGE REVENUE

Schedule of voyage revenue

	For the Three Months Ended
	March 31,
	2020		2019
Lease revenue	$	19,151	$	23,390
Spot market voyage revenue		79,185		70,074
Total voyage revenues	$	98,336	$	93,464