[X]
|
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
Republic
of the Marshall Islands
|
98–0453513
|
|
(State
or other jurisdiction of
incorporation
or organization)
|
(I.R.S.
Employer
Identification
No.)
|
477
Madison Avenue
New
York, New York 10022
(Address
of principal executive offices)(Zip
Code)
|
TABLE OF CONTENTS
|
||
Page
|
||
PART
I
|
FINANCIAL
INFORMATION
|
|
Item
1.
|
Financial
Statements
|
|
Consolidated
Balance Sheets as of June 30, 2010 (unaudited) and December
31, 2009
|
3
|
|
Consolidated
Statements of Operations (unaudited) for the three and six months ended
June 30, 2010 and 2009
|
4
|
|
Consolidated
Statement of Stockholders' Equity (unaudited) for the six months ended
June 30, 2010
|
5
|
|
Consolidated
Statements of Cash Flows (unaudited) for the six months ended June 30,
2010 and 2009
|
6
|
|
Notes to Consolidated Financial Statements (unaudited)
|
7
|
|
Item
2.
|
Management's
Discussion and Analysis of Financial Condition
and
Results of
Operations
|
15
|
Item
3.
|
Quantitative
and Qualitative Disclosures about Market Risks
|
28
|
Item
4.
|
Controls
and Procedures
|
28
|
PART
II
|
OTHER
INFORMATION
|
|
Item
1.
|
Legal
Proceedings
|
29
|
Item
1A.
|
Risk
Factors
|
29
|
Item
2.
|
Unregistered
Sales of Equity Securities and Use of Proceeds
|
29
|
Item
3.
|
Defaults
upon Senior Securities
|
29
|
Item
4.
|
(Removed
and Reserved)
|
29
|
Item
5.
|
Other
Information
|
29
|
Item
6.
|
Exhibits
|
30
|
Signatures
|
31
|
|
June
30, 2010
|
December
31, 2009
|
|||||||
ASSETS:
|
||||||||
Current
assets:
|
||||||||
Cash
and cash equivalents
|
$ | 102,134,080 | $ | 71,344,773 | ||||
Accounts
receivable
|
10,552,202 | 7,443,450 | ||||||
Prepaid
expenses
|
3,552,789 | 4,989,446 | ||||||
Fair
value above contract value of time charters acquired
|
597,008 | 427,359 | ||||||
Total
current assets
|
116,836,079 | 84,205,028 | ||||||
Noncurrent
assets:
|
||||||||
Vessels
and vessel improvements, at cost, net of accumulated
depreciation
of $153,210,344 and $125,439,001, respectively
|
1,409,037,717 | 1,010,609,956 | ||||||
Advances for vessel construction
|
240,592,076 | 464,173,887 | ||||||
Other fixed assets, net of accumulated amortization of $94,914
and $59,519,
respectively
|
298,875 | 258,347 | ||||||
Restricted cash
|
18,276,056 | 13,776,056 | ||||||
Deferred drydock costs
|
5,087,373 | 5,266,289 | ||||||
Deferred
financing costs
|
18,768,770 | 21,044,379 | ||||||
Fair value above contract value of time charters acquired
|
3,868,278 | 4,103,756 | ||||||
Fair value of derivative instruments
|
— | 4,765,116 | ||||||
Total
noncurrent assets
|
1,695,929,145 | 1,523,997,786 | ||||||
Total
assets
|
$ | 1,812,765,224 | $ | 1,608,202,814 | ||||
LIABILITIES
& STOCKHOLDERS' EQUITY
|
||||||||
Current
liabilities:
|
||||||||
Accounts payable
|
$ | 2,385,864 | $ | 2,289,333 | ||||
Accrued interest
|
8,363,052 | 7,810,931 | ||||||
Other accrued liabilities
|
10,831,045 | 3,827,718 | ||||||
Deferred revenue and fair value below contract value of time
charters
acquired
|
6,164,231 | 7,718,902 | ||||||
Unearned charter hire revenue
|
5,970,032 | 4,858,133 | ||||||
Total
current liabilities
|
33,714,224 | 26,505,017 | ||||||
Noncurrent
liabilities:
|
||||||||
Long-term debt
|
1,080,240,926 | 900,170,880 | ||||||
Deferred revenue and fair value below contract value of time
charters
acquired
|
25,187,956 | 26,389,796 | ||||||
Fair value of derivative instruments
|
29,520,148 | 35,408,049 | ||||||
Total
noncurrent liabilities
|
1,134,949,030 | 961,968,725 | ||||||
Total
liabilities
|
1,168,663,254 | 988,473,742 | ||||||
Commitment
and contingencies
|
||||||||
Stockholders'
equity:
|
||||||||
Preferred stock, $.01 par value, 25,000,000 shares authorized, none
issued
|
— | — | ||||||
Common stock, $.01 par value, 100,000,000 shares authorized, 62,215,915
and 62,126,665 shares issued and outstanding, respectively
|
622,159 | 621,267 | ||||||
Additional paid-in capital
|
731,913,790 | 724,250,125 | ||||||
Retained earnings (net of dividends declared of $262,118,388 as
of
June
30, 2010 and December 31, 2009, respectively)
|
(58,913,831 | ) | (74,499,387 | ) | ||||
Accumulated other comprehensive loss
|
(29,520,148 | ) | (30,642,933 | ) | ||||
Total
stockholders' equity
|
644,101,970 | 619,729,072 | ||||||
Total
liabilities and stockholders' equity
|
$ | 1,812,765,224 | $ | 1,608,202,814 | ||||
Three Months Ended
|
Six Months Ended
|
|||||||||||||||
June 30, 2010
|
June 30, 2009
|
June 30, 2010
|
June 30, 2009
|
|||||||||||||
Revenues,
net of Commissions
|
$ | 65,612,840 | $ | 53,021,338 | $ | 119,856,565 | $ | 108,999,004 | ||||||||
Vessel
Expenses
|
16,052,945 | 12,933,808 | 31,530,334 | 26,005,005 | ||||||||||||
Depreciation
and Amortization
|
15,537,068 | 10,943,247 | 29,243,437 | 21,234,163 | ||||||||||||
General
and Administrative Expenses
|
10,479,379 | 9,041,185 | 19,852,146 | 17,944,213 | ||||||||||||
Total
Operating Expenses
|
42,069,392 | 32,918,240 | 80,625,917 | 65,183,381 | ||||||||||||
Operating
Income
|
23,543,448 | 20,103,098 | 39,230,648 | 43,815,623 | ||||||||||||
Interest
Expense
|
12,607,754 | 6,815,853 | 23,784,740 | 13,302,170 | ||||||||||||
Interest
Income
|
(76,227 | ) | (60,290 | ) | (139,648 | ) | (70,863 | ) | ||||||||
Net
Interest Expense
|
12,531,527 | 6,755,563 | 23,645,092 | 13,231,307 | ||||||||||||
Net
Income
|
$ | 11,011,921 | $ | 13,347,535 | $ | 15,585,556 | $ | 30,584,316 | ||||||||
Weighted
Average Shares Outstanding:
|
||||||||||||||||
Basic
|
62,176,684 | 52,252,714 | 62,215,915 | 49,656,431 | ||||||||||||
Diluted
|
62,336,774 | 52,295,221 | 62,366,183 | 49,686,359 | ||||||||||||
Per
Share Amounts:
|
||||||||||||||||
Basic
Net Income
|
$ | 0.18 | $ | 0.26 | $ | 0.25 | $ | 0.62 | ||||||||
Diluted
Net Income
|
$ | 0.18 | $ | 0.26 | $ | 0.25 | $ | 0.62 |
Common
Shares
|
Common
Shares
Amount
|
Additional
Paid-In
Capital
|
Net Income
|
Accumulated
Deficit
|
Other Comprehensive Income
(Loss
|
Total Stockholders'
Equity
|
||||||||||||||||||||||
Balance
at December 31, 2009
|
62,126,665 | $ | 621, 267 | $ | 724,250,125 | $ | (74,499,387 | ) | $ | (30,642,933 | ) | $ | 619,729,072 | |||||||||||||||
Comprehensive
income :
|
||||||||||||||||||||||||||||
Net
income
|
— | — | — | $ | 15,585,556 | 15,585,556 | — | 15,585,556 | ||||||||||||||||||||
Net
unrealized gain on derivatives
|
— | — | — | — | — | 1,122,785 | 1,122,785 | |||||||||||||||||||||
Comprehensive
income
|
— | — | — | — | — | — | 16,708,341 | |||||||||||||||||||||
Issuance
of restricted shares
|
89,250 | 892 | (366,300 | ) | — | — | — | (365,408 | ) | |||||||||||||||||||
Non-cash
compensation
|
— | — | 8,029,965 | — | — | — | 8,029,965 | |||||||||||||||||||||
Balance
at June 30, 2010
|
62,215,915 | $ | 622,159 | $ | 731,913,790 | $ | (58,913,831 | ) | $ | (29,520,148 | ) | $ | 644,101,970 | |||||||||||||||
Six
Months Ended
|
||||||||
|
June 30, 2010
|
June 30, 2009
|
||||||
Cash
flows from operating activities:
|
||||||||
Net
income
|
$ | 15,585,556 | $ | 30,584,316 | ||||
Adjustments
to reconcile net income to net cash provided by operating
activities:
|
||||||||
Items
included in net income not affecting cash flows:
|
||||||||
Depreciation
|
27,806,738 | 20,019,912 | ||||||
Amortization
of deferred drydocking costs
|
1,436,699 | 1,214,251 | ||||||
Amortization
of deferred financing costs
|
1,332,743 | 509,514 | ||||||
Amortization
of fair value below contract value of time charter acquired
|
(2,036,105 | ) | (1,297,180 | ) | ||||
Non-cash
compensation expense
|
8,029,965 | 7,241,717 | ||||||
Changes in operating assets and liabilities:
|
||||||||
Accounts
receivable
|
(3,108,752 | ) | (1,015,571 | ) | ||||
Other
assets
|
— | (1,901,716 | ) | |||||
Prepaid
expenses
|
1,436,657 | (211,897 | ) | |||||
Accounts
payable
|
96,531 | 750,332 | ||||||
Accrued
interest
|
2,403,559 | 487,835 | ||||||
Accrued
expenses
|
7,003,327 | 4,990,685 | ||||||
Drydocking
expenditures
|
(1,257,783 | ) | (1,186,408 | ) | ||||
Deferred
revenue
|
(654,577 | ) | 6,551,463 | |||||
Unearned
charter hire revenue
|
1,111,899 | (280,749 | ) | |||||
Net
cash provided by operating activities
|
59,186,457 | 66,456,504 | ||||||
Cash
flows from investing activities:
|
||||||||
Vessels
and vessel improvements and advances for vessel construction
|
(203,525,865 | ) | (60,436,569 | ) | ||||
Purchase
of other fixed assets
|
(75,923 | ) | (61,689 | ) | ||||
Net cash used in investing activities
|
(203,601,788 | ) | (60,498,258 | ) | ||||
Cash flows from financing activities:
|
||||||||
Issuance
of Common Stock
|
— | 99,999,997 | ||||||
Equity
issuance costs
|
— | (2,708,951 | ) | |||||
Bank
borrowings
|
180,070,046 | 19,505,000 | ||||||
Changes
in restricted cash
|
(4,500,000 | ) | (1,000,000 | ) | ||||
Deferred
financing costs
|
— | (1,296,994 | ) | |||||
Cash used to settle net share
equity awards
|
(365,408 | ) | (406,487 | ) | ||||
Net cash
provided by financing
activities
|
175,204,638 | 114,092,565 | ||||||
Net
increase in cash
|
30,789,307 | 120,050,811 | ||||||
Cash
at beginning of period
|
71,344,773 | 9,208,862 | ||||||
Cash at end of period
|
$ | 102,134,080 | $ | 129,259,673 |
No. of Vessels
|
Dwt
|
Vessel
Type
|
Delivery
|
Employment
|
||||||
Vessels in Operation
|
||||||||||
36
Vessels
|
1,920,346 |
33
Supramax
|
Time
Charter
|
|||||||
3
Handymax
|
Time
Charter
|
|||||||||
Vessels to be delivered
|
||||||||||
1
Vessel
|
53,100 |
53,100
dwt series Supramax
|
2010 |
Charter
Free
|
||||||
10
Vessels
|
580,000 |
58,000
dwt series Supramax
|
2010-2011 |
10
Vessels on Time Charter
|
||||||
%
of Consolidated Time Charter Revenue
|
||||
Three
Months Ended
|
Six
Months Ended
|
|||
June
30, 2010
|
June
30, 2009
|
June
30, 2010
|
June
30, 2009
|
|
Charterer
|
||||
Charterer
A
|
20%
|
14%
|
21%
|
17%
|
Charterer
B
|
-
|
12%
|
10%
|
12%
|
Charterer
C
|
-
|
17%
|
-
|
17%
|
Charterer
D
|
-
|
20%
|
11%
|
19%
|
Charterer
E
|
16%
|
-
|
14%
|
-
|
Vessels
and Vessel Improvements, at December 31, 2009
|
$ | 1,010,609,956 | |
Vessel
Improvements
|
2,557,053 | ||
Delivery
of Newbuild Vessels
|
423,642,051 | ||
Depreciation
Expense
|
(27,771,343 | ) | |
Vessels
and Vessel Improvements, at June 30, 2010
|
$ | 1,409,037,717 |
Advances
for Vessel Construction, at December 31, 2009
|
$ | 464,173,887 | |
Progress
Payments
|
180,662,487 | ||
Capitalized
Interest
|
8,275,439 | ||
Legal
and Technical Supervision Costs
|
11,122,314 | ||
Delivery
of Newbuild Vessels
|
(423,642,051 | ) | |
Advances
for Vessel Construction, at June 30, 2010
|
$ | 240,592,076 |
Three
Months Ended
|
Six
Months Ended
|
|||||||||||||||
June
30, 2010
|
June
30, 2009
|
June
30, 2010
|
June
30, 2009
|
|||||||||||||
Loan
Interest
|
$ | 11,859,728 | $ | 6,546,396 | $ | 22,451,997 | $ | 12,792,656 | ||||||||
Amortization
of Deferred Financing Costs
|
748,026 | 269,457 | 1,332,743 | 509,514 | ||||||||||||
Total
Interest Expense
|
$ | 12,607,754 | $ | 6,815,853 | $ | 23,784,740 | $ | 13,302,170 |
Notional
Amount Outstanding –
June
30, 2010
|
Notional
Amount Outstanding –
December
31, 2009
|
Fixed
Rate
|
Maturity
|
|||
$ —
|
$ 25,776,443
|
4.905%
|
03/2010
|
|||
10,995,000
|
10,995,000
|
4.980%
|
08/2010
|
|||
202,340,000
|
202,340,000
|
5.040%
|
08/2010
|
|||
100,000,000
|
100,000,000
|
4.220%
|
09/2010
|
|||
30,000,000
|
30,000,000
|
4.538%
|
09/2010
|
|||
144,700,000
|
144,700,000
|
3.580%
|
10/2011
|
|||
9,162,500
|
9,162,500
|
3.515%
|
10/2011
|
|||
3,405,174
|
3,405,174
|
3.550%
|
10/2011
|
|||
17,050,000
|
17,050,000
|
3.160%
|
11/2011
|
|||
25,048,118
|
25,048,118
|
4.740%
|
12/2011
|
|||
36,752,038
|
36,752,038
|
5.225%
|
08/2012
|
|||
81,500,000
|
81,500,000
|
3.895%
|
01/2013
|
|||
84,800,000
|
84,800,000
|
3.900%
|
09/2013
|
|||
$ 745,752,830
|
$ 771,529,273
|
|||||
Level
1
|
Level
2
|
Level
3
|
||||||||||
Assets:
|
||||||||||||
Foreign
currency contracts
|
— | — | — | |||||||||
Liabilities:
|
||||||||||||
Interest
rate contracts
|
— | $ | 29,520,148 | — |
Three
Months Ended
|
Six
Months Ended
|
|||||||||||||||
June
30, 2010
|
June
30, 2009
|
June
30, 2010
|
June
30, 2009
|
|||||||||||||
Net
Income
|
$ | 11,011,921 | $ | 13,347,535 | $ | 15,585,556 | $ | 30,584,316 | ||||||||
Weighted
Average Shares – Basic
|
62,176,684 | 52,252,714 | 62,215,915 | 49,656,431 | ||||||||||||
Dilutive
effect of stock options and restricted stock units
|
160,090 | 42,507 | 150,268 | 29,928 | ||||||||||||
Weighted
Average Shares – Diluted
|
62,336,774 | 52,295,221 | 62,366,183 | 49,686,359 | ||||||||||||
Basic
Earnings Per Share
|
$ | 0.18 | $ | 0.26 | $ | 0.25 | $ | 0.62 | ||||||||
Diluted
Earnings Per Share
|
$ | 0.18 | $ | 0.26 | $ | 0.25 | $ | 0.62 |
Three Months Ended
|
Six Months Ended
|
|||||||||||||||
June
30, 2010
|
June
30, 2009
|
June
30, 2010
|
June
30, 2009
|
|||||||||||||
Stock
Option Plans
|
$ | 114,403 | $ | 75,370 | $ | 722,168 | $ | 701,590 | ||||||||
Restricted
Stock Grants
|
3,569,435 | 3,270,063 | 7,307,797 | 6,540,127 | ||||||||||||
Total
Non-cash compensation expense
|
$ | 3,683,838 | $ | 3,345,433 | $ | 8,029,965 | $ | 7,241,717 |
|
Our
financial performance is based on the following key elements of our
business strategy:
|
|
(1)
|
concentration
in one vessel category: Supramax class of Handymax dry bulk vessels, which
we believe offer size, operational and geographical advantages over
Panamax and Capesize vessels,
|
|
(2)
|
our
strategy is to charter our vessels primarily pursuant to one- to
three-year time charters to allow us to take advantage of the stable cash
flow and high utilization rates that are associated with medium to
long-term time charters. A significant proportion of our charters on the
vessels in our operating fleet range in length from one to three years,
and a few of the newly constructed vessels are on long term charters with
an average duration of eight years. A few of our vessels in the operating
fleet are on charters whose revenues are linked to the Baltic Supramax
index and have durations of one-year or less. These index linked charters
provide us with the revenue upside as the market improves. We believe that
this structure provides significant visibility to our future financial
results and allows us to take advantage of the stable cash flows and high
utilization rates that are associated with medium- to long-term time
charters, while at the same time providing us with the revenue upside
potential from the index linked charters. Our use of time charters also
mitigates in part the seasonality of the spot market business. Generally,
spot markets are strongest in the first and fourth quarters of the
calendar year and weaker in the second and third quarters. Our time
charters provide for fixed semi-monthly payments in advance. While we
remain focused on securing charters with fixed base rates, we have also
entered into contracts with fixed minimum rates and profit sharing
arrangements, enabling us to benefit from an increasing rate environment
while still minimizing downside risk. We regularly monitor the dry bulk
shipping market and based on market conditions we may consider taking
advantage of short-term charter
rates,
|
|
(3)
|
maintain
high quality vessels and improve standards of operation through improved
environmental procedures, crew training and maintenance and repair
procedures, and
|
|
(4)
|
maintain
a balance between purchasing vessels as market conditions and
opportunities arise and maintaining prudent financial ratios (e.g.
leverage ratio).
|
Vessel
|
Year Built
|
Dwt
|
Time Charter Expiration (1)
|
Daily
Time
Charter Hire Rate
|
||||
Avocet
(3)
|
2010
|
53,462
|
May
2016
May
2016 to Dec 2018/May 2019
|
$18,400
$18,000
(with 50%
profit
share over $22,000)
|
||||
Bittern
(4)
|
2009
|
57,809
|
Jan
2015
Jan
2015 to Dec 2018/Apr 2019
|
$18,850
$18,000
(with 50%
profit
share over $22,000)
|
||||
Canary
(5)
|
2009
|
57,809
|
Mar
2015
Mar
2015 to Dec 2018/Apr 2019
|
$18,850
$18,000
(with 50%
profit
share over $22,000)
|
||||
Cardinal
|
2004
|
55,362
|
Sep
2010 to Nov 2010
|
$16,250
|
||||
Condor
|
2001
|
50,296
|
Jul
2010 to Oct 2010
|
$22,000
|
||||
Crane
(6)
|
2010
|
57,809
|
Apr
2015
Apr
2015 to Dec 2018/Apr 2019
|
$18,850
$18,000
(with 50%
profit
share over $22,000)
|
||||
Crested
Eagle (2)
|
2009
|
55,989
|
Jan
2011 to Apr 2011
|
$11,500
(with 50%
Index share over $11,500) |
||||
Crowned
Eagle
|
2008
|
55,940
|
Jul
2010
|
$26,500
|
||||
Jul
2010 to Jun/Aug 2011
|
Index
|
|||||||
Egret
Bulker(7)
|
2010
|
57,809
|
Oct
2012 to Feb 2013
|
$17,650
(with 50%
profit
share over $20,000)
|
||||
Falcon
|
2001
|
51,268
|
Aug
2010 to Nov 2010
|
$25,000
|
||||
Gannet
Bulker(7)
|
2010
|
57,809
|
Jan
2013 to May 2013
|
$17,650
(with 50%
profit
share over $20,000)
|
||||
Golden
Eagle (2,8)
|
2010
|
55,989
|
Dec
2010 to Mar 2011
|
Index
|
||||
Goldeneye
(2)
|
2002
|
52,421
|
Sep
2010 to Dec 2010
|
$23,000
|
Grebe
Bulker(7)
|
2010
|
57,809
|
Feb
2013 to Jun 2013
|
$17,650
(with 50%
profit
share over $20,000)
|
||||
Griffon
|
1995
|
46,635
|
July
2010 to Sep 2010
|
$22,500
|
||||
Harrier
|
2001
|
50,296
|
Aug
2010
|
$18,500
|
||||
Hawk
I (9)
|
2001
|
50,296
|
Aug
2010
|
$13,000
|
||||
Jul
2011 to Sep 2011
|
$20,000
|
|||||||
Heron
(10)
|
2001
|
52,827
|
Jan
2011 to May 2011
|
$26,375
|
||||
Ibis
Bulker(7)
|
2010
|
57,775
|
Mar
2013 to Jul 2013
|
$17,650
(with 50%
profit
share over $20,000)
|
||||
Imperial
Eagle (2,11)
|
2010
|
55,989
|
Jan
2011 to Mar 2011
|
Index
|
Vessel
|
Year Built
|
Dwt
|
Time Charter Expiration (1)
|
Daily
Time
Charter Hire
Rate
|
Jaeger
(2)
|
2004
|
52,248
|
Oct
2010 to Jan 2011
|
Index
|
||||
Kestrel
I
|
2004
|
50,326
|
Sep
2010 to Dec 2010
|
$23,000
|
||||
Kite
|
1997
|
47,195
|
Nov
2010 to Jan 2011
|
$17,000
|
||||
Kittiwake
(2)
|
2002
|
53,146
|
Aug
2010 to Oct 2010
|
Index
(with minimum $8,500)
|
||||
Merlin
(12)
|
2001
|
50,296
|
Dec
2010 to Mar 2011
|
$23,000
|
||||
Osprey
I
|
2002
|
50,206
|
Jul
2010 to Oct 2010
|
$25,250
|
||||
Peregrine
(2)
|
2001
|
50,913
|
Jan
2011/Mar 2011
|
$10,500
(with 50%
Index share over $10,500) |
||||
Redwing
(2)
|
2007
|
53,411
|
Aug
2010
|
Index
(with minimum $8,500)
|
||||
Aug
2010 to Jul/Sep 2011
|
$20,000
|
|||||||
Shrike
|
2003
|
53,343
|
Jun
to Aug 2011
|
$20,000
|
||||
Skua
(2)
|
2003
|
53,350
|
Sep
2010 to Nov 2010
|
Index
(with minimum $8,500)
|
||||
Sparrow
|
2000
|
48,225
|
Aug
2010 to Nov 2010
|
$24,000
|
||||
Stellar
Eagle
|
2009
|
55,989
|
Apr/
Jun 2011
|
Index
|
||||
Tern
|
2003
|
50,200
|
Aug
2010
|
$23,500
|
||||
Thrasher
(13)
|
2010
|
53,360
|
Apr
2016
Apr
2016 to Dec 2018/Apr 2019
|
$18,400
$18,000
(with 50%
profit
share over $22,000)
|
||||
Woodstar
(14)
|
2008
|
53,390
|
Jan
2014
Jan
2014 to Dec 2018/Apr 2019
|
$18,300
$18,000
(with 50%
profit
share over $22,000)
|
||||
Wren
(15)
|
2008
|
53,349
|
Dec
2011
Dec
2011 to Dec 2018/Apr 2019
|
$24,750
$18,000
(with 50%
profit
share over $22,000)
|
||||
|
(1)
|
The
date range provided represents the earliest and latest date on which the
charterer may redeliver the vessel to the Company upon the termination of
the charter. The time charter hire rates presented are gross daily charter
rates before brokerage commissions, ranging from 1.25% to 6.25%, to third
party ship brokers.
|
|
(2)
|
Index,
an average of the trailing Baltic Supramax
Index.
|
|
(3)
|
Revenue
recognition for the AVOCET is based on an average daily base rate of
$18,281.
|
|
(4)
|
Revenue
recognition for the BITTERN is based on an average daily base rate of
$18,485.
|
|
(5)
|
Revenue
recognition for the CANARY is based on an average daily base rate of
$18,493.
|
|
(6)
|
Revenue
recognition for the CRANE is based on an average daily base rate of
$18,497.
|
|
(7)
|
The
EGRET BULKER, GANNET BULKER, GREBE BULKER and IBIS BULKER have entered
into a charter for 33 to 37 months. The charter rate is $17,650 per day
with a 50% profit share for earned rates over $20,000 per day. The
charterer has an option to extend the charter by 2 periods of 11 to 13
months each.
|
|
(8)
|
The
GOLDEN EAGLE commenced an index based charter for 11 to 13 months. The
index rate will be an average of the trailing Baltic Supramax Index for
each 15 day hire period.
|
|
(9)
|
Upon
completion of the previous charter in August 2010, the Hawk I commenced a
new charter for a period of 11 to 13 months at
$20,000.
|
|
(10)
|
The
charterer of the HERON has an option to extend the charter period by 11 to
13 months at a time charter rate of $27,375 per day. The charterer has a
second option for a further 11 to 13 months at a time charter rate of
$28,375 per day.
|
|
(11)
|
The
IMPERIAL EAGLE commenced an index based charter for 11 to 13 months. The
index rate will be an average of the trailing Baltic Supramax Index for
each 15 day hire period.
|
|
(12)
|
Revenue
recognition for the MERLIN is based on an average daily rate of
$25,000.
|
|
(13)
|
Revenue
recognition for the THRASHER is based on an average daily base rate of
$18,280.
|
|
(14)
|
Revenue
recognition for the WOODSTAR is based on an average daily base rate of
$18,154.
|
|
(15)
|
Revenue
recognition for the WREN is based on an average daily base rate of
$20,245.
|
Vessel
|
Dwt
|
Year Built – Actual or Expected
Delivery (1)
|
Time Charter Employment
Expiration (2)
|
Daily Time Charter Hire Rate
(3)
|
Profit Share
|
||||||||||||
Jay(5)
|
58,000 | 2010Q3 |
Dec
2015
|
$ | 18,500 |
50%
over $21,500
|
|||||||||||
Dec
2015 to Dec 2018/Apr 2019
|
$ | 18,000 |
50%
over $22,000
|
||||||||||||||
Kingfisher(5)
|
58,000 | 2010Q3 |
Dec
2015
|
$ | 18,500 |
50%
over $21,500
|
|||||||||||
Dec
2015 to Dec 2018/Apr 2019
|
$ | 18,000 |
50%
over $22,000
|
||||||||||||||
Martin
|
58,000 | 2010Q3 |
Feb
2017 to Feb 2018
|
$ | 18,400 | — | |||||||||||
Thrush
|
53,100 | 2010Q4 |
Charter
Free
|
— | — | ||||||||||||
Nighthawk
|
58,000 | 2011Q1 |
Sep
2017 to Sep 2018
|
$ | 18,400 | — | |||||||||||
Oriole
|
58,000 | 2011Q3 |
Jan
2018 to Jan 2019
|
$ | 18,400 | — | |||||||||||
Owl
|
58,000 | 2011Q3 |
Feb
2018 to Feb 2019
|
$ | 18,400 | — | |||||||||||
Petrel (4)
|
58,000 | 2011Q4 |
Jun
2014 to Oct 2014
|
$ | 17,650 |
50%
over $20,000
|
|||||||||||
Puffin (4)
|
58,000 | 2011Q4 |
Jul
2014 to Nov 2014
|
$ | 17,650 |
50%
over $20,000
|
|||||||||||
Roadrunner (4)
|
58,000 | 2011Q4 |
Aug
2014 to Dec 2014
|
$ | 17,650 |
50%
over $20,000
|
|||||||||||
Sandpiper (4)
|
58,000 | 2011Q4 |
Sep
2014 to Jan 2015
|
$ | 17,650 |
50%
over $20,000
|
|||||||||||
|
(1)
|
Vessel
build and delivery dates are estimates based on guidance received from
shipyard.
|
|
(2)
|
The
date range represents the earliest and latest date on which the charterer
may redeliver the vessel to the Company upon the termination of the
charter.
|
|
(3)
|
The
time charter hire rate presented are gross daily charter rates before
brokerage commissions ranging from 1.25% to 6.25% to third party ship
brokers.
|
|
(4)
|
The
charterer has an option to extend the charter by 2 periods of 11 to 13
months each.
|
|
(5)
|
The
JAY and KINGFISHER
were delivered subsequent to the end of the second quarter. Revenue
recognition for the JAY and KINGFISHER are based on an average daily base
rate of $18,320.
|
|
Commercial
and Strategic Management
|
|
Technical
Management
|
Three
Months Ended
|
Six
Months Ended
|
|||
June
30, 2010
|
June
30, 2009
|
June
30, 2010
|
June
30, 2009
|
|
Ownership
Days
|
3,129
|
2,275
|
5,955
|
4,413
|
Available
Days
|
3,091
|
2,249
|
5,895
|
4,386
|
Operating
Days
|
3,087
|
2,242
|
5,863
|
4,370
|
Fleet
Utilization
|
99.9%
|
99.7%
|
99.5%
|
99.6%
|
|
Three Months Ended
|
Six Months Ended
|
||||||||||||||
|
June 30, 2010
|
June 30, 2009
|
June 30, 2010
|
June 30, 2009
|
||||||||||||
Net
Income
|
$ | 11,011,921 | $ | 13,347,535 | $ | 15,585,556 | $ | 30,584,316 | ||||||||
Interest
Expense
|
12,607,754 | 6,815,853 | 23,784,740 | 13,302,170 | ||||||||||||
Depreciation
and Amortization
|
15,537,068 | 10,943,247 | 29,243,437 | 21,234,163 | ||||||||||||
Amortization
of fair value below market of time charter acquired
|
(1,171,477 | ) | (647,449 | ) | (2,036,105 | ) | (1,297,180 | ) | ||||||||
EBITDA
|
37,985,266 | 30,459,186 | 66,577,628 | 63,823,469 | ||||||||||||
Adjustments
for Exceptional Items:
|
||||||||||||||||
Non-cash
Compensation Expense (1)
|
3,683,838 | 3,345,433 | 8,029,965 | 7,241,717 | ||||||||||||
Credit
Agreement EBITDA
|
$ | 41,669,104 | $ | 33,804,619 | $ | 74,607,593 | $ | 71,065,186 |
(in
thousands of U.S. dollars)
|
Within
One Year
|
One
to
Three Years
|
Three
to
Five Years
|
More
than
Five years
|
Total
|
|||||||||||||||
Vessels
(1)
|
$ | 115,937 | $ | 140,203 | — | — | $ | 256,140 | ||||||||||||
Bank
Loans
|
— | — | $ | 1,080,241 | — | 1,080,241 | ||||||||||||||
Interest
and borrowing fees (2)
|
55,306 | 117,894 | 38,930 | — | 212,130 | |||||||||||||||
Office
lease
|
695 | 1,670 | 1,670 | 2,436 | 6,471 | |||||||||||||||
Total
|
$ | 171,938 | $ | 259,767 | $ | 1,120,841 | $ | 2,436 | $ | 1,554,982 | ||||||||||
|
(1) The
balance of the contract price in US dollars for the 11 newbuilding
vessels which are to be constructed and delivered between 2010 and
2011.
|
|
(2) The
Company is a party to floating-to-fixed
interest rate swaps covering
aggregate notional amount of $745,752,830. Interest and borrowing fees
includes capitalized interest for the newbuilding
vessels.
|
Quarter Ending
|
Off-hire Days(1)
|
Projected Costs(2)
|
|||
September
30, 2010
|
44 |
$1.10
million
|
|||
December
31, 2010
|
66 |
$1.65
million
|
|||
March
31, 2011
|
44 |
$1.10
million
|
|||
June
30, 2011
|
44 |
$1.10
million
|
|||
|
|
||||
|
|
(1)
|
Actual
duration of drydocking will vary based on the condition of the vessel,
yard schedules and other factors.
|
|
||||
|
(2)
|
Actual
costs will vary based on various factors, including where the drydockings
are actually performed.
|
|
Votes
For
|
Votes
Withheld
|
Broker
Non-Votes
|
|
Mr.
Joseph M. Cianciolo
|
15,751,124
|
3,343,659
|
26,395,818
|
Mr.
David B. Hiley
|
18,238,100
|
856,683
|
26,395,818
|
Mr.
Thomas B. Winmill
|
17,789,246
|
1,305,537
|
26,395,818
|
Votes
For
|
Votes
Against
|
Abstentions
|
Broker
Non-Votes
|
|
Ratification
of Ernst
& Young LLP
|
44,918,087
|
449,798
|
122,716
|
-
|
|
3.1
|
Amended
and Restated Articles of Incorporation of the Company
(1)
|
|
3.2
|
Amended
and Restated Bylaws of the Company
(2)
|
|
3.3
|
Certificate
of Designation of Series A Junior Participating Preferred Stock
(3)
|
|
4.1
|
Form
of Share Certificate of the Company
(4)
|
|
4.2
|
Form
of Senior Indenture (5)
|
|
4.3
|
Form
of Subordinated Indenture (6)
|
|
4.4
|
Rights
Agreement (7)
|
|
10.1
|
Amendatory
Agreement, dated as of July 3, 2008, among the Company and certain of its
subsidiaries and the banks and financial institutions party thereto and
the Royal Bank of Scotland plc, as mandated lead arranger
(8)
|
|
10.2
|
Second
Amendatory Agreement, dated as of December 17, 2008, among the Company and
certain of its subsidiaries and the banks and financial institutions party
thereto and the Royal Bank of Scotland plc, as mandated lead arranger
(9)
|
|
10.3
|
Third Amendatory Agreement, dated
as of August 4, 2009, among the Company and certain of its subsidiaries
and the banks and financial institutions party thereto and the Royal Bank
of Scotland plc, as mandated lead arranger
(10)
|
|
10.4
|
Amended
and Restated Employment Agreement for Mr. Sophocles N. Zoullas
(11)
|
|
10.5
|
Eagle
Bulk Shipping Inc. 2009 Equity Incentive Plan
(12)
|
|
10.6
|
Delphin
Management Agreement (13)
|
|
31.1
|
Rule
13a-14(d) / 15d-14(a) Certification of
CEO
|
|
31.2
|
Rule
13a-14(d) / 15d-14(a) Certification of
CFO
|
|
32.1
|
Section
1350 Certification of CEO
|
|
32.2
|
Section
1350 Certification of CFO
|