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STOCK-BASED COMPENSATION | 12 Months Ended
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Dec. 31, 2017
STOCK-BASED COMPENSATION |
STOCK-BASED COMPENSATION | 18 - STOCK-BASED COMPENSATION On July 7, 2016, the Company completed a one-for-ten reverse stock split of its common stock. As a result, all share and per share information included for all periods presented in these consolidated financial statements for the Company (except Baltic Trading share information), reflect the reverse stock split. On October 13, 2016, Peter C. Georgiopoulos resigned as Chairman of the Board and a director of the Company. In connection with his departure, Mr. Georgiopoulos entered into a Separation Agreement and a Release Agreement with the Company on October 13, 2016. Under the terms of these agreements, subject to customary conditions, Mr. Georgiopoulos received an amount equal to the annual Chairman’s fee awarded to him in recent years of $500 as a severance payment and full vesting of his unvested equity awards, which consisted of grants of 68,581 restricted shares of the Company’s common stock and warrants exercisable for approximately 213,937 shares of the Company’s common stock with an exercise price per share ranging $259.10 to $341.90. The acceleration of the vesting of Mr. Georgioupoulos’ restricted shares and warrants resulted in $5,317 of nonvested stock amortization expense during the year ended December 31, 2016. 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”) may 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 and have exercise prices of $259.10 (the “$259.10 Warrants”), $287.30 (the “$287.30 Warrants”) and $341.90 (the “$341.90 Warrants”) per whole share, respectively. The fair value of each warrant upon emergence from bankruptcy was $7.22 for the $259.10 Warrants, $6.63 for the $287.30 Warrants and $5.63 for the $341.90 Warrants. The warrant values were based upon a calculation using the Black-Scholes-Merton option pricing formula. This model uses inputs such as the underlying price of the shares issued when the warrant is exercised, volatility, cost of capital interest rate and expected life of the instrument. The Company has determined that the warrants should be classified within Level 3 of the fair value hierarchy by evaluating each input for the Black-Scholes-Merton option pricing formula against the fair value hierarchy criteria and using the lowest level of input as the basis for the fair value classification. The Black-Scholes-Merton option pricing formula used a volatility of 43.91% (representing the six-year volatility of a peer group), a risk-free interest rate of 1.85% and a dividend rate of 0%. The aggregate fair value of these awards upon emergence from bankruptcy was $54,436. The warrants vested 33.33% on each of the first three anniversaries of the grant date, with accelerated vesting upon a change in control of the Company. For the years ended December 31, 2017, 2016 and 2015, the Company recognized amortization expense of the fair value of these warrants, which is included in General and administrative expenses, as follows:
|  | For the Years Ended December 31, |
|  | 2017 |  | 2016 |  | 2015 |
General and administrative expenses |  | $ | 902 |  | $ | 14,203 |  | $ | 25,941 |
As of December 31, 2017, there was no unamortized stock-based compensation for the warrants. The following table summarizes the unvested warrant activity for the years ended December 31, 2017, 2016 and 2015:
|  | Year Ended December 31, |
|  | 2017 |  | 2016 |  | 2015 |
|  |  |  | Weighted |  | Weighted |  |  |  | Weighted |  | Weighted |  |  |  | Weighted |  | Weighted |
|  |  |  | Average |  | Average |  |  |  | Average |  | Average |  |  |  | Average |  | Average |
|  | Number of |  | Exercise |  | Fair |  | Number of |  | Exercise |  | Fair |  | Number of |  | Exercise |  | Fair |
|  | Warrants |  | Price |  | Value |  | Warrants |  | Price |  | Value |  | Warrants |  | Price |  | Value |
Outstanding at January 1 - Unvested |  | 713,122 |  | $ | 303.12 |  | $ | 6.36 |  | 5,704,974 |  | $ | 303.12 |  | $ | 6.36 |  | 8,557,461 |  | $ | 303.12 |  | $ | 6.36 |
Granted |  | — |  |  | — |  |  | — |  | — |  |  | — |  |  | — |  | — |  |  | — |  |  | — |
Exercisable |  | (713,122) |  |  | 303.12 |  |  | 6.36 |  | (4,991,852) |  |  | 303.12 |  |  | 6.36 |  | (2,852,487) |  |  | 303.12 |  |  | 6.36 |
Exercised |  | — |  |  | — |  |  | — |  | — |  |  | — |  |  | — |  | — |  |  | — |  |  | — |
Forfeited |  | — |  |  | — |  |  | — |  | — |  |  | — |  |  | — |  | — |  |  | — |  |  | — |
Outstanding at December 31 - Unvested |  | — |  | $ | — |  | $ | — |  | 713,122 |  | $ | 303.12 |  | $ | 6.36 |  | 5,704,974 |  | $ | 303.12 |  | $ | 6.36 |
The following table summarizes certain information about the warrants outstanding as of December 31, 2017:
|  |  | Warrants Outstanding and Unvested, |  | Warrants Outstanding and Exercisable, |
|  |  | December 31, 2017 |  | December 31, 2017 |
Weighted |  |  |  |  |  | Weighted |  |  |  |  |  | Weighted |
Average |  |  |  | Weighted |  | Average |  |  |  | Weighted |  | Average |
Exercise Price of |  |  |  | Average |  | Remaining |  |  |  | Average |  | Remaining |
Outstanding |  | Number of |  | Exercise |  | Contractual |  | Number of |  | Exercise |  | Contractual |
Warrants |  | Warrants |  | Price |  | Life |  | Warrants |  | Price |  | Life |
$ | 303.12 |  | — |  | $ | — |  | — |  | 8,557,461 |  | $ | 303.12 |  | 2.60 |
As of December 31, 2017 and 2016, a total of 8,557,461 of warrants were outstanding. The nonvested stock awards granted under the MIP vested ratably on each of the three anniversaries of August 7, 2014. The nonvested stock awards issued under the MIP have a grant date price which represents the stock price on that date. The table below summarizes the Company’s nonvested stock awards for the years ended December 31, 2017, 2016 and 2015 that were issued under the MIP:
|  | Year Ended December 31, |
|  | 2017 |  | 2016 |  | 2015 |
|  |  |  | Weighted |  |  |  | Weighted |  |  |  | Weighted |
|  | Number of |  | Average Grant |  | Number of |  | Average Grant |  | Number of |  | Average Grant |
|  | Shares |  | Date Price |  | Shares |  | Date Price |  | Shares |  | Date Price |
Outstanding at January 1 |  | 9,255 |  | $ | 200.00 |  | 74,040 |  | $ | 200.00 |  | 111,060 |  | $ | 200.00 |
Granted |  | — |  |  | — |  | — |  |  | — |  | — |  |  | — |
Vested |  | (9,255) |  |  | 200.00 |  | (64,785) |  |  | 200.00 |  | (37,020) |  |  | 200.00 |
Forfeited |  | — |  |  | — |  | — |  |  | — |  | — |  |  | — |
Outstanding at December 31 |  | — |  | $ | — |  | 9,255 |  | $ | 200.00 |  | 74,040 |  | $ | 200.00 |
The total fair value of MIP restricted shares that vested during the years ended December 31, 2017, 2016 and 2015 was $106, $336 and $2,662, respectively. The 64,785 shares that vested during the year ended December 31, 2016 included 27,765 shares that were issued to Peter C. Georgiopoulos upon his resignation. The total fair value is calculated as the number of shares vested during the period multiplied by the fair value on the vesting date. For the years ended December 31, 2017, 2016 and 2015, the Company recognized nonvested stock amortization expense for the MIP restricted shares, which is included in General and administrative expenses, as follows:
|  | For the Years Ended December 31, |
|  | 2017 |  | 2016 |  | 2015 |
General and administrative expenses |  | $ | 368 |  | $ | 5,795 |  | $ | 10,585 |
The Company amortized these grants over the applicable vesting periods, net of anticipated forfeitures. As of December 31, 2017, there was $0 unrecognized compensation cost. 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 December 31, 2017, the Company has awarded restricted stock units, restricted stock and stock options under the 2015 Plan which have a grant date price which represents the stock price on that date. 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 $11.13 per share. One-third of the options become exercisable on each of the first three anniversaries of October 15, 2016, with accelerated vesting upon a change in control of the Company, and all unexercised options expire on the sixth anniversary of the grant date. The fair value of each option was estimated on the date of the grant using the Black-Scholes-Merton pricing formula, resulting in a value of $6.41 per share, or $853 in the aggregate. The assumptions used in the Black-Scholes-Merton option pricing formula are as follows: volatility of 79.80% (representing a blend of the Company’s historical volatility and a peer-based volatility estimate), 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). For the years ended December 31, 2017, 2016 and 2015, the Company recognized amortization expense of the fair value of these options, which is included in General and administrative expenses, as follows:
| For the Years Ended December 31, |
| 2017 |  | 2016 |  | 2015 |
General and administrative expenses | $ | 512 |  | $ | — |  | $ | — |
Amortization of the unamortized stock-based compensation balance of $341 as of December 31, 2017 is expected to be expensed $254 and $87 during the years ended December 31, 2018 and 2019, respectively. The following table summarizes the unvested option activity for the year ended December 31, 2017:
|  |  |  | Weighted |  | Weighted |
|  | Number of |  | Average Exercise |  | Average Fair |
|  | Options |  | Price |  | Value |
Outstanding at January 1, 2017 - Unvested |  | — |  | $ | — |  | $ | — |
Granted |  | 133,000 |  |  | 11.13 |  |  | 6.41 |
Exercisable |  | (44,333) |  |  | 11.13 |  |  | 6.41 |
Exercised |  | — |  |  | — |  |  | — |
Forfeited |  | — |  |  | — |  |  | — |
Outstanding at December 31, 2017 - Unvested |  | 88,667 |  | $ | 11.13 |  | $ | 6.41 |
The following table summarizes certain information about the options outstanding as of December 31, 2017:
|  |  | Options Outstanding and Unvested, |  | Options Outstanding and Exercisable, |
|  |  | December 31, 2017 |  | December 31, 2017 |
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 |  | Warrants |  | Price |  | Life |
$ | 11.13 |  | 88,667 |  | $ | 11.13 |  | 5.23 |  | 44,333 |  | $ | 11.13 |  | 5.23 |
As of December 31, 2017 and 2016, a total of 133,000 and 0 stock options were outstanding, respectively. Restricted Stock Units The Company has issued restricted stock units (“RSUs”) to certain members of the Board of Directors and John C. Wobensmith, Chief Executive Officer and President, 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 December 31, 2017 and 2016, 118,838 and 3,138 shares, respectively, of the Company’s common stock were outstanding in respect of the RSUs. Such shares 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 Mr. Wobensmith when his RSUs vest under the terms of his contract and the amended 2015 Plan described above. On May 17, 2017, 18,234 shares of common stock were issued to Eugene Davis, the former Chairman of the Audit Committee, in respect to vested RSUs following his departure from the Board. The RSUs that have been issued to certain members of the Board of Directors generally vest on the date of the annual shareholders meeting of the Company following the date of the grant. The RSUs that have been issued to John C. Wobensmith vest ratably on each of the three anniversaries of October 15, 2016. The table below summarizes the Company’s unvested RSUs for the years ended December 31, 2017, 2016 and 2015:
|  | Year Ended December 31, |
|  | 2017 |  | 2016 |  | 2015 |
|  |  |  | Weighted |  |  |  | Weighted |  |  |  | Weighted |
|  | Number of |  | Average Grant |  | Number of |  | Average Grant |  | Number of |  | Average Grant |
|  | RSUs |  | Date Price |  | RSUs |  | Date Price |  | RSUs |  | Date Price |
Outstanding at January 1 |  | 66,666 |  | $ | 5.10 |  | 5,821 |  | $ | 71.50 |  | — |  | $ | — |
Granted |  | 317,595 |  |  | 11.05 |  | 66,666 |  |  | 5.10 |  | 7,440 |  |  | 71.18 |
Vested |  | (164,132) |  |  | 8.68 |  | (5,821) |  |  | 71.50 |  | (1,619) |  |  | 70.00 |
Forfeited |  | — |  |  | — |  | — |  |  | — |  | — |  |  | — |
Outstanding at December 31 |  | 220,129 |  | $ | 11.01 |  | 66,666 |  | $ | 5.10 |  | 5,821 |  | $ | 71.50 |
The total fair value of the RSUs that vested during the years ended December 31, 2017, 2016 and 2015 was $1,858, $30 and $116, 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. On February 17, 2016, the vesting of 2,328 outstanding RSUs was accelerated upon the resignation of two members on the Company’s Board of Directors. The following table summarizes certain information of the RSUs unvested and vested as of December 31, 2017:
Unvested RSUs |  | Vested RSUs |
December 31, 2017 |  | December 31, 2017 |
|  |  |  | Weighted |  |  |  |  |
|  | Weighted |  | Average |  |  |  | Weighted |
|  | Average |  | Remaining |  |  |  | Average |
Number of |  | Grant Date |  | Contractual |  | Number of |  | Grant Date |
RSUs |  | Price |  | Life |  | RSUs |  | Price |
220,129 |  | $ | 11.01 |  | 1.63 |  | 171,572 |  | $ | 11.39 |
The Company is amortizing these grants over the applicable vesting periods, net of anticipated forfeitures. As of December 31, 2017, unrecognized compensation cost of $1,396 related to RSUs will be recognized over a weighted-average period of 1.63 years. For the years ended December 31, 2017, 2016 and 2015, the Company recognized nonvested stock amortization expense for the RSUs, which is included in General and administrative expenses as follows:
|  | For the Years Ended December 31, |
|  | 2017 |  | 2016 |  | 2015 |
General and administrative expenses |  | $ | 2,241 |  | $ | 405 |  | $ | 337 |
Restricted Stock Under the 2015 Plan, grants of restricted common stock issued to executives and Peter C. Georgiopoulos, the Company’s former Chairman of the Board, ordinarily vest ratably on each of the three anniversaries of the determined vesting date. The table below summarizes the Company’s nonvested stock awards for the years ended December 31, 2017 and 2016 that were issued under the 2015 Plan:
|  | Year Ended December 31, |
|  | 2017 |  | 2016 |
|  |  |  | Weighted |  |  |  | Weighted |
|  | Number of |  | Average Grant |  | Number of |  | Average Grant |
|  | Shares |  | Date Price |  | Shares |  | Date Price |
Outstanding at January 1 |  | 13,605 |  | $ | 5.20 |  | — |  | $ | — |
Granted |  | — |  |  | — |  | 61,224 |  |  | 5.20 |
Vested |  | (6,803) |  |  | 5.20 |  | (47,619) |  |  | 5.20 |
Forfeited |  | — |  |  | — |  | — |  |  | — |
Outstanding at December 31 |  | 6,802 |  | $ | 5.20 |  | 13,605 |  | $ | 5.20 |
The total fair value of shares that vested under the 2015 Plan during the years ended December 31, 2017, 2016 and 2015 was $71, $285 and $0, respectively. The 47,619 shares that vested during the year ended December 31, 2016 included 40,816 shares that were issued to Peter C. Georgiopoulos upon his resignation. The total fair value is calculated as the number of shares vested during the period multiplied by the fair value on the vesting date. For the years ended December 31, 2017, 2016 and 2015, the Company recognized nonvested stock amortization expense for the 2015 Plan restricted shares, which is included in General and administrative expenses, as follows:
|  | For the Years Ended December 31, |  |  |
|  | 2017 |  | 2016 |  | 2015 |  |  |
General and administrative expenses |  | $ | 30 |  | $ | 277 |  | $ | — |  |  |
The Company is amortizing these grants over the applicable vesting periods, net of anticipated forfeitures. As of December 31, 2017, unrecognized compensation cost of $11 related to nonvested stock will be recognized over a weighted-average period of 0.87 years. Baltic Trading Limited On March 3, 2010, Baltic Trading’s Board of Directors approved the Baltic Trading Limited 2010 Equity Incentive Plan (the “Baltic Trading Plan”). On March 13, 2014, Baltic Trading’s Board of Directors approved an amendment to the Baltic Trading Plan that increased the aggregate number of shares of common stock available for awards from 2,000,000 to 6,000,000 shares. Additionally, on April 9, 2014, at Baltic Trading’s 2014 Annual Meeting of Shareholders, Baltic Trading’s shareholders approved the amendment to the Baltic Trading Plan. Under the Baltic Trading Plan, Baltic Trading’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 officers, directors, and executive, managerial, administrative and professional employees of and consultants to Baltic Trading or the Company whom the compensation committee (or other committee of the Board of Directors) believes are key to Baltic Trading’s success. Awards may consist of restricted stock, restricted stock units, stock options, stock appreciation rights and other stock or cash-based awards. Nonvested stock awards granted under the Baltic Trading Plan have a grant date price which represents the stock price on that date. When the Merger was completed on July 17, 2015, the 1,941,844 nonvested shares issued under the Baltic Trading Plan vested automatically and received the same consideration in the Merger as holders of Baltic Trading’s common stock. Refer to Note 1 — General Information for further information regarding the Merger. The vesting of these shares is included in the $5,273 of expense recorded during the year ended December 31, 2015. Grants of restricted stock that were issued to Peter C. Georgiopoulos, former Chairman of the Board of Baltic Trading, and John Wobensmith, President and former Chief Financial Officer of Baltic Trading, made in connection with Baltic Trading’s IPO vested ratably on each of the first four anniversaries of March 15, 2010. Grants of restricted common stock to Baltic Trading’s directors made following Baltic Trading’s IPO (which exclude the foregoing grant to Mr. Georgiopoulos) vested the earlier of the first anniversary of the grant date or the date of Baltic Trading’s next annual shareholders’ meeting. Grants of restricted stock made to executives and the Chairman of the Board not in connection with the Company’s IPO vested ratably on each of the first four anniversaries of the determined vesting date. The following table presents a summary of Baltic Trading’s nonvested stock awards for the year ended December 31, 2015 under the Baltic Trading Plan:
|  | Year Ended December 31, |
|  | 2015 |
|  | Number |  |  |  |
|  | of Baltic |  | Weighted |
|  | Trading |  | Average |
|  | Common |  | Grant Date |
|  | Shares |  | Price |
Outstanding at January 1 |  | 1,941,844 |  | $ | 3.80 |
Granted |  | — |  |  | — |
Vested |  | (1,941,844) |  |  | 3.80 |
Forfeited |  | — |  |  | — |
Outstanding at December 31 |  | — |  | $ | — |
The total fair value of shares that vested under the Baltic Trading Plan during the year ended December 31, 2015 was $2,913. 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 Company recognized nonvested stock amortization expense for the Baltic Trading Plan, which is included in General and administrative expenses, as follows:
|  | Year |
|  | Ended |
|  | December 31, |
|  | 2015 |
General and administrative expenses |  | $ | 5,273 |

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