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Republic of the Marshall Islands
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98–0453513
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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300 First Stamford Place, 5
th
Floor
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Stamford, Connecticut
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06902
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer☐
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Accelerated filer☒
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Non-Accelerated filer☐
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Smaller reporting company☐
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(Do not check if a smaller reporting company)
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Emerging growth company☐
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Page
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•
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A large and homogeneous fleet of Supramax/Ultramax dry bulk vessels.
We own and operate one of the largest Supramax/Ultramax fleets in the world. As of December 31, 2017, our owned-fleet totaled 47 vessels, supplemented by chartered-in vessels. We view the Supramax/Ultramax segment, as being the most attractive within the dry bulk shipping industry due to their:
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•
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A modern, high quality fleet
. The 47 Supramax/Ultramax vessels in our operating fleet as of December 31, 2017 had an average age of approximately 8.2 years. We believe that owning a modern, high quality fleet reduces operating costs, improves safety and provides us with a competitive advantage in securing employment for our vessels. Our fleet was built to high standards at leading Japanese and Chinese shipyards.
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•
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A fleet of sister and similar ships allows us to maintain low cost
and
highly efficient operations
. Our current owned fleet of 47 vessels includes five identical sister ships built at the Mitsui shipyard based on the same design specifications, two sets of three and 17 identical sister ships built at Dayang shipyard, five identical sister ships built at IHI Marine United shipyard, and three similar ships built at the Oshima shipyard that use many of the same parts and equipment. Furthermore, the nine vessels we purchased from Greenship and the New London Eagle which we purchased in December, 2017 are all of the Crown-63 design with similar or identical specification, all built by Sinopacific Shipbuilding Group at the Dayang Shipyard, and Zhejiang Shipyards. Operating sister and similar ships provides us with economies of scale, operational and scheduling flexibility, efficiencies in employee retention and training and lower inventory and maintenance expenses. We believe that this should allow us to increase revenue and lower operating costs. We intend to actively monitor and control vessel operating expenses while maintaining the high quality of our fleet through regular inspection and maintenance programs.
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•
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Balanced charter program. Under the new management team, the Company transitioned to an active operating model where it strategically enters into a higher percentage of voyage charters and developing contractual relationships directly with cargo interests. In 2017, 39% of the charters were on a voyage basis, as compared to 35% in 2016 and 6% in 2015. Voyage charters and contracts of affreightment and the relationships with actual users (shippers, receivers and traders) have what we believe to be the dual benefit of providing greater operational efficiencies and can act as a balance to the Company’s naturally long position to the market. Notwithstanding the focus on voyage chartering, the Company consistently monitors the dry bulk shipping market and, based on market conditions, will consider entering into long-term time charters at when appropriate.
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•
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Expand our fleet through selective acquisitions of dry bulk vessels
. Depending on market conditions, we intend to acquire additional modern, high quality vessels through timely and selective acquisitions in a manner that is accretive to our cash flows. We expect to focus primarily in the Supramax and Ultramax segment. While not a priority, we may also consider acquisitions of other sizes of dry bulk vessels.
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Vessel
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Class
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Dwt
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Year
Built
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Avocet
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Supramax
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53,462
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2010
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Bittern
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Supramax
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57,809
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2009
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Canary
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Supramax
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57,809
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2009
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Cardinal
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Supramax
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55,362
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2004
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Condor
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Supramax
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50,296
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2001
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Crane
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Supramax
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57,809
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2010
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Crested Eagle
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Supramax
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55,989
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2009
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Crowned Eagle
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Supramax
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55,940
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2008
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Egret Bulker
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Supramax
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57,809
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2010
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Fairfield Eagle
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Ultramax
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63,301
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2013
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Gannet Bulker
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Supramax
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57,809
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2010
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Greenwich Eagle
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Ultramax
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63,301
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2013
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Golden Eagle
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Supramax
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55,989
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2010
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Goldeneye
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Supramax
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52,421
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2002
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Grebe Bulker
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Supramax
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57,809
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2010
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Groton Eagle
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Ultramax
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63,200
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2013
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Hawk I
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Supramax
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50,296
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2001
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Ibis Bulker
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Supramax
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57,775
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2010
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Imperial Eagle
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Supramax
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55,989
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2010
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Jaeger
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Supramax
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52,248
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2004
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Jay
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Supramax
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57,802
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2010
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Kestrel I
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Supramax
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50,326
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2004
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Kingfisher
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Supramax
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57,776
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2010
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Madison Eagle
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Ultramax
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63,303
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2013
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Martin
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Supramax
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57,809
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2010
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Merlin
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Supramax
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50,296
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2001
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Mystic Eagle
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Ultramax
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63,301
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2013
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Nighthawk
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Supramax
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57,809
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2011
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Oriole
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Supramax
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57,809
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2011
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Osprey I
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Supramax
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50,206
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2002
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Owl
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Supramax
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57,809
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2011
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Petrel Bulker
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Supramax
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57,809
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2011
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Puffin Bulker
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Supramax
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57,809
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2011
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Roadrunner Bulker
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Supramax
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57,809
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2011
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Rowayton Eagle
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Ultramax
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63,301
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2013
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Sandpiper Bulker
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Supramax
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57,809
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2011
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Singapore Eagle
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Ultramax
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61,530
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2017
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Shrike
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Supramax
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53,343
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2003
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Skua
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Supramax
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53,350
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2003
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Southport Eagle
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Ultramax
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63,301
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2013
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Stamford Eagle
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Ultramax
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61,530
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2016
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Stellar Eagle
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Supramax
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55,989
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2009
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Stonington Eagle
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Ultramax
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63,301
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2012
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Tern
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Supramax
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50,200
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2003
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Thrasher
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Supramax
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53,360
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2010
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Thrush
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Supramax
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53,297
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2011
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Westport Eagle
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Ultramax
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63,344
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2015
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Voyage
Charter
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Time
Charter
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Index
Charter
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Commercial
Pool
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Typical contract length
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Single
voyage
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One or
multiple
voyages
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Six
months
or more
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Varies
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Hire rate basis (1)
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Per MT
of cargo
loaded
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Daily
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Linked to
BSI
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Varies
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Voyage expenses (2)
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We pay
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Customer
pays
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Customer
pays
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Pool pays
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Vessel expenses for owned vessels (3)
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We pay
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We pay
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We pay
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We pay
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Charter hire expense for vessels chartered-in
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We pay
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We pay
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We pay
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We pay
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Off-hire (4)
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Customer
does not
pay
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Customer
does not
pay
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Customer
does not
pay
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Pool does
not pay
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(1)
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“Hire rate” refers to a sum of money paid to the vessel owner by a charterer under a time charter party for the use of a vessel. "Freight rate basis" means the sum of money paid to the vessel owner under a voyage charter or contract of affreightment based on the unit measurement of cargo loaded. “BSI” refers to “Baltic Supramax Index” and the daily hire rate varies based on the Index. The BSI is an index published by the Baltic Exchange which tracks the gross time charter value for a specific 52,000 dwt vessel.
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(2)
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“Voyage expenses” include fuel, port charges, canal tolls, and brokerage commissions paid by the Company.
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(3)
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“Vessel expenses” include crewing, repairs and maintenance, insurance, stores, lubes and communication expenses.
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(4)
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“Off-hire” refers to the time a vessel is unavailable to perform the service either due to scheduled or unscheduled repairs.
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December 31, 2017
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December 31, 2016
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December 31, 2015
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Time Charter
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27
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23
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32
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Voyage Charter
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18
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17
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9
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Index Charter
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—
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—
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—
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Commercial Pool
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—
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1
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1
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Unemployed/ Drydock
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2
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1
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3
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Total
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47
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42
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45
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•
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Commercial operations, which involve chartering and operating a vessel; and
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•
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Technical operations, which involve maintaining, crewing and repairing a vessel
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•
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Commercial operations and technical supervision;
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•
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Vessel maintenance and repair;
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•
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Vessel acquisition;
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Legal, compliance and insurance services and
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Financial accounting and information technology services.
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Identifying, purchasing, and selling vessels.
We believe that our commercial management team's longstanding relationships in the dry bulk industry, provides us access to an extensive network of ship brokers and vessel owners that we believe will provide us with an advantage in future transactions.
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Obtaining insurance coverage for our vessels.
We have established in-house legal, compliance and marine insurance capabilities with long standing relationships with highly rated marine insurance underwriters in all of the major marine insurance markets around the world and we believe these relationships allow us to access marine insurance at competitive rates.
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Injury to, destruction or loss of, or loss of use of, natural resources and related assessment costs;
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•
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Injury to, or economic losses resulting from, the destruction of real and personal property;
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Net loss of taxes, royalties, rents, fees or net profit revenues resulting from injury, destruction or loss of real or personal property, or natural resources;
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•
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Loss of subsistence use of natural resources that are injured, destroyed, or lost;
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Lost profits or impairment of earning capacity due to injury, destruction or loss of real or personal property or natural resources; and
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Net cost of increased of additional public services necessitated by removal activities following a discharge of oil such as protection from fire, safety or health hazards, and loss of subsistence use of natural resources.
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On-board installation of automatic identification systems to provide a means for the automatic transmission of safety-related information from among similarly equipped ships and shore stations, including information on a ship’s identity, position, course, speed and navigational status;
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On board installation of ship security alert systems, which do not sound on the vessel but only alert the authorities on shore; the development of vessel security plans;
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Ship identification number to be permanently marked on a vessel’s hull;
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A continuous synopsis record kept onboard showing a vessel’s history including the name of the ship, the state whose flag the ship is entitled to fly, the date on which the ship was registered with that state, the ship’s identification number, the port at which the ship is registered and the name of the registered owner(s) and their registered address; and
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Compliance with flag state security certification requirements.
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it is organized in a qualified foreign country, which is one that grants an ''equivalent exemption'' from tax to corporations organized in the United States in respect of each category of shipping income for which exemption is being claimed under Section 883 and to which we refer as the ''Country of Organization Test''; and
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•
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one of the following tests is met:
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◦
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more than 50% of the value of its shares is beneficially owned, directly or indirectly, by qualified shareholders, which as defined includes individuals who are ''residents'' of a qualified foreign country, to which we refer as the ''50% Ownership Test'';
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◦
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subject to an exception for closely-held corporations, its shares are ''primarily and regularly traded on an established securities market'' in a qualified foreign country or in the United States, to which we refer as the "Publicly-Traded Test"; or
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◦
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it is a ''controlled foreign corporation'' and satisfies an ownership test, to which, collectively, we refer to as the ''CFC Test.''
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the Company has, or is considered to have, a fixed place of business in the United States involved in the earning of United States source shipping income; and
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substantially all of the Company's United States source shipping income is attributable to regularly scheduled transportation, such as the operation of a vessel that follows a published schedule with repeated sailings at regular intervals between the same points for voyages that begin or end in the United States.
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at least 75% of our gross income for such taxable year consists of passive income (e.g., dividends, interest, capital gains and rents derived other than in the active conduct of a rental business); or
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at least 50% of the average value of our assets during such taxable year produce, or are held for the production of, passive income.
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the excess distribution or gain would be allocated ratably over the Non-Electing Holder's aggregate holding period for the common stock;
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the amount allocated to the current taxable year, and any taxable year prior to the first taxable year in which the Company was a passive foreign investment company, would be taxed as ordinary income and would not be ''qualified dividend income''; and
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the amount allocated to each of the other taxable years would be subject to tax at the highest rate of tax in effect for the applicable class of taxpayer for that year, and an interest charge for the deemed deferral benefit would be imposed with respect to the resulting tax attributable to each such other taxable year.
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•
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The gain is effectively connected with the Non-United States Holder’s conduct of a trade or business in the United States (and, if the Non-United States holder is entitled to the benefits of an income tax treaty with respect to that gain, that gain is attributable to a permanent establishment maintained by the Non-United States holder in the United States); or
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The Non-United States Holder is an individual who is present in the United States for 183 days or more during the taxable year of disposition and other conditions are met.
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Fail to provide an accurate taxpayer identification number;
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Are notified by the IRS that you have failed to report all interest or dividends required to be shown on your federal income tax returns; or
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In certain circumstances, fail to comply with applicable certification requirements.
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•
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supply of and demand for energy resources, commodities and industrial products;
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•
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changes in the exploration or production of energy resources, commodities, consumer and industrial products;
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•
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the location of regional and global exploration, production and manufacturing facilities;
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•
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the location of consuming regions for energy resources, commodities, semi-finished and finished consumer and industrial products;
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•
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the globalization of production and manufacturing;
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•
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global and regional economic and political conditions, including armed conflicts and terrorist activities; embargoes and strikes;
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•
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developments in international trade;
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•
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changes in seaborne and other transportation patterns, including the distance cargo is transported by sea;
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•
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environmental and other regulatory developments;
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•
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currency exchange rates; and
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•
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weather.
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•
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the number of newbuilding deliveries;
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•
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port and canal congestion;
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•
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the scrapping of older vessels;
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•
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vessel casualties;
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•
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weather;
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•
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price of fuel oil
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•
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slow steaming; and
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•
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the number of vessels that are out of service, namely those that are laid-up, drydocked awaiting repairs or otherwise not available for hire.
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•
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We may not be able to employ our vessels at charter rates as favorable to us as historical rates or operate our vessels profitably.
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•
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Our earnings and cash flows could remain at depressed levels or decline, which may leave us with insufficient cash resources to make required amortization payments under our credit facilities or cause us to breach one or more of the covenants in our credit facilities, thereby potentially accelerating the repayment of outstanding indebtedness.
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•
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The market values of our vessels could further decrease, which may cause us to recognize losses if any of our vessels are sold or if their values are impaired. A further decline in the market value of our vessels could trigger defaults under our credit facilities’ covenants.
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•
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Our charterers may fail to meet their obligations under our time charter or voyage charter agreements.
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•
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The occurrence of one or more of these events could have a material adverse effect on our business, results of operations, cash flows and financial condition.
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•
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prevailing level of charter rates;
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•
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general economic and market conditions affecting the shipping industry;
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•
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types, sizes and ages of vessels;
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•
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supply of and demand for vessels;
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•
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other modes of transportation;
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•
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cost of new buildings;
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•
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governmental or other regulations;
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•
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the need to upgrade secondhand and previously owned vessels as a result of charterer requirements, technological advances in vessel design or equipment or otherwise; and
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•
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technological advances.
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•
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marines disaster;
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•
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environmental accidents;
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•
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cargo and property losses or damage;
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•
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business interruptions caused by mechanical failure, human error, war, terrorism, political action in various countries, labor strikes or adverse weather conditions; and
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•
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piracy.
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•
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locating and acquiring suitable vessels;
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•
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obtaining required financing on acceptable terms;
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•
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identifying and consummating acquisitions or joint ventures;
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•
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enhancing our customer base; and
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•
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managing our expansion.
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•
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actual or anticipated fluctuations in our quarterly and annual results and those of other public companies in our industry;
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•
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announcements by us or our competitors of significant contracts, acquisitions or capital commitments;
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•
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mergers and strategic alliances in the shipping industry;
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•
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terrorist acts;
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•
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future sales of our common shares or other securities;
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•
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market conditions in the shipping industry;
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•
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economic and regulatory trends;
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•
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shortfalls in our operating results from levels forecast by securities analysts;
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•
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announcements concerning us or our competitors;
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•
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the general state of the securities market; and
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•
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investors’ perception of us and the dry bulk shipping industry.
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For the period:
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|
High*
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|
Low*
|
||||
January 1, 2016 to March 31, 2016*
|
|
$
|
65.00
|
|
|
$
|
7.20
|
|
April 1, 2016 to June 30, 2016*
|
|
$
|
18.20
|
|
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$
|
6.40
|
|
July 1, 2016 to September 30, 2016
|
|
$
|
10.40
|
|
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$
|
5.49
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|
October 1, 2016 to December 31, 2016
|
|
$
|
9.18
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|
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$
|
4.12
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|
January 1, 2017 to March 31, 2017
|
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$
|
7.61
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|
|
$
|
4.91
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|
April 1, 2017 to June 30, 2017
|
|
$
|
5.72
|
|
|
$
|
4.24
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|
July 1, 2017 to September 30, 2017
|
|
$
|
5.05
|
|
|
$
|
4.25
|
|
October 1, 2017 to December 31, 2017
|
|
$
|
4.77
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|
|
$
|
4.18
|
|
|
|
Number of Securities to be issued upon exercise of outstanding options, warrants and rights
|
|
Weighted-average exercise price of outstanding options, warrants and rights
|
|
Number of securities remaining available for future issuance under equity compensation plans(excluding securities reflected in column (a))
|
||||
Plan Category
|
|
(a)*
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|
(b)
|
|
(c)*
|
||||
Equity compensation plans approved by security holders
|
|
3,439,096
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|
|
$
|
4.85
|
|
|
1,909,517
|
|
Equity compensation plans not approved by security holders
|
|
—
|
|
|
—
|
|
|
N/A
|
|
|
Total
|
|
3,439,096
|
|
|
4.85
|
|
|
1,909,517
|
|
|
|
Successor
|
|
Predecessor
|
||||||||||||||||||||
Income Statement Data (a)
|
|
2017
|
|
2016
|
|
2015
|
|
Period from October 16,
2014 to December 31, 2014 |
|
Period from January 1,
2014 to October 15, 2014 |
|
2013
|
||||||||||||
Revenues, net
|
|
$
|
236,785
|
|
|
$
|
124,493
|
|
|
$
|
103,857
|
|
|
$
|
31,090
|
|
|
$
|
123,150
|
|
|
$
|
202,440
|
|
Voyage expenses
|
|
62,351
|
|
|
42,094
|
|
|
23,832
|
|
|
6,262
|
|
|
14,704
|
|
|
26,423
|
|
||||||
Vessel expenses
|
|
78,607
|
|
|
74,017
|
|
|
86,329
|
|
|
17,331
|
|
|
71,679
|
|
|
78,830
|
|
||||||
Charter hire expenses
|
|
31,284
|
|
|
12,845
|
|
|
4,126
|
|
|
1,043
|
|
|
188
|
|
|
—
|
|
||||||
Depreciation and Amortization
|
|
33,691
|
|
|
38,884
|
|
|
43,001
|
|
|
8,782
|
|
|
61,239
|
|
|
76,947
|
|
||||||
General and Administrative Expenses
|
|
33,126
|
|
|
22,906
|
|
|
25,537
|
|
|
5,933
|
|
|
18,679
|
|
|
21,621
|
|
||||||
Restructuring Charges
|
|
—
|
|
|
5,869
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Vessel Impairment*
|
|
—
|
|
|
129,028
|
|
|
50,873
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
(Gain)/loss on Sale of Vessels
|
|
(2,135
|
)
|
|
102
|
|
|
5,697
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Gain on time charter agreement termination
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(32,525
|
)
|
||||||
Total Operating Expenses
|
|
236,925
|
|
|
325,745
|
|
|
239,395
|
|
|
39,351
|
|
|
166,489
|
|
|
171,296
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest expense
|
|
29,377
|
|
|
21,799
|
|
|
11,927
|
|
|
2,360
|
|
|
60,737
|
|
|
82,833
|
|
||||||
Interest income
|
|
(651
|
)
|
|
(215
|
)
|
|
(6
|
)
|
|
(2
|
)
|
|
(8
|
)
|
|
—
|
|
||||||
Other (income)/expense
|
|
(38
|
)
|
|
687
|
|
|
838
|
|
|
884
|
|
|
—
|
|
|
18,832
|
|
||||||
Reorganization expense
|
|
—
|
|
|
—
|
|
|
—
|
|
|
46
|
|
|
427,735
|
|
|
—
|
|
||||||
Loss on debt extinguishment **
|
|
14,969
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net loss
|
|
$
|
(43,797
|
)
|
|
$
|
(223,523
|
)
|
|
$
|
(148,297
|
)
|
|
$
|
(11,549
|
)
|
|
$
|
(531,803
|
)
|
|
$
|
(70,521
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Share and Per Share Data
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Basic loss per share
|
|
$
|
(0.63
|
)
|
|
$
|
(10.87
|
)
|
|
$
|
(78.88
|
)
|
|
$
|
(6.16
|
)
|
|
$
|
(29.78
|
)
|
|
$
|
(4.15
|
)
|
Diluted loss per share
|
|
$
|
(0.63
|
)
|
|
$
|
(10.87
|
)
|
|
$
|
(78.88
|
)
|
|
$
|
(6.16
|
)
|
|
$
|
(29.78
|
)
|
|
$
|
(4.15
|
)
|
Weighted Average Shares Outstanding – Diluted
|
|
69,182
|
|
|
20,566
|
|
|
1,881
|
|
|
1,875
|
|
|
17,857
|
|
|
16,984
|
|
||||||
Cash Dividends Declared per share
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Consolidated Cash Flow Data
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net cash provided by/(used in) operating activities
|
|
$
|
7,389
|
|
|
$
|
(45,434
|
)
|
|
$
|
(43,787
|
)
|
|
$
|
(279
|
)
|
|
$
|
(19,465
|
)
|
|
$
|
(354
|
)
|
Net cash provided by/(used in) investing activities
|
|
(155,250
|
)
|
|
(9,280
|
)
|
|
10,252
|
|
|
4,206
|
|
|
(491
|
)
|
|
2,317
|
|
||||||
Net cash provided by /(used in) financing activities
|
|
127,596
|
|
|
106,335
|
|
|
18,456
|
|
|
—
|
|
|
(36,322
|
)
|
|
(400
|
)
|
|
|
Successor
|
|
Predecessor
|
||||||||||||||||
Consolidated Balance Sheet Data
|
|
December 31, 2017
|
|
December 31, 2016
|
|
December 31, 2015
|
|
December 31, 2014(a)
|
|
December 31, 2013
|
||||||||||
Current Assets
|
|
$
|
105,223
|
|
|
$
|
104,265
|
|
|
$
|
41,025
|
|
|
$
|
76,591
|
|
|
$
|
61,931
|
|
Total Assets
|
|
808,350
|
|
|
686,382
|
|
|
786,603
|
|
|
913,877
|
|
|
1,723,414
|
|
|||||
Total Liabilities
|
|
347,185
|
|
|
285,899
|
|
|
268,259
|
|
|
249,786
|
|
|
1,192,219
|
|
|||||
Short-term Debt
|
|
4,000
|
|
|
—
|
|
|
15,625
|
|
|
15,625
|
|
|
1,174,044
|
|
|||||
Long-term Debt
|
|
313,684
|
|
|
255,944
|
|
|
225,577
|
|
|
203,556
|
|
|
—
|
|
|||||
Stockholders' Equity
|
|
461,165
|
|
|
400,483
|
|
|
518,344
|
|
|
664,091
|
|
|
531,195
|
|
|||||
Other Data
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Capital Expenditures:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Vessels and vessel improvements
|
|
$
|
176,603
|
|
|
$
|
21,787
|
|
|
$
|
1,747
|
|
|
$
|
486
|
|
|
$
|
92
|
|
Drydocking costs incurred
|
|
$
|
2,579
|
|
|
$
|
3,689
|
|
|
$
|
11,142
|
|
|
$
|
5,764
|
|
|
$
|
3,638
|
|
Ratio of Total Debt to Total Capitalization (b)
|
|
40.8
|
%
|
|
39.0
|
%
|
|
31.8
|
%
|
|
24.8
|
%
|
|
68.8
|
%
|
|||||
Fleet Data
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Number of Vessels in operating fleet
|
|
47
|
|
|
41
|
|
|
44
|
|
|
45
|
|
|
45
|
|
|||||
Average Age of Fleet (in dwt weighted years)
|
|
8.2
|
|
|
8.7
|
|
|
8.4
|
|
|
8.0
|
|
|
7.0
|
|
|||||
Fleet Ownership Days
|
|
16,293
|
|
|
15,408
|
|
|
16,186
|
|
|
16,425
|
|
|
16,425
|
|
|||||
Charter-in under operating lease Days
|
|
3,353
|
|
|
1,494
|
|
|
382
|
|
|
91
|
|
|
—
|
|
|||||
Fleet Available Days
|
|
19,245
|
|
|
16,695
|
|
|
16,151
|
|
|
16,325
|
|
|
16,305
|
|
|||||
Fleet Operating Days
|
|
19,140
|
|
|
16,485
|
|
|
15,766
|
|
|
15,988
|
|
|
16,180
|
|
|||||
Fleet Utilization Days
|
|
99.5
|
%
|
|
98.8
|
%
|
|
97.6
|
%
|
|
97.9
|
%
|
|
99.2
|
%
|
(a)
|
The consolidated and other financial data for the year ended December 31, 2014 presents the results of operations for the period from October 16, 2014 to December 31, 2014 (Successor) and the period from January 1, 2014 to October 15, 2014 (Predecessor). The period from October 16, 2014 to December 31, 2014 (Successor) and the period from January 1, 2014 to October 15, 2014 (Predecessor) are distinct reporting periods because of our emergence from bankruptcy on October 15, 2014 as reported in our consolidated financial statements. As result of the bankruptcy, our capital structure, our financial statements and share and per share amounts are not comparable between the Successor and Predecessor.
|
(b)
|
Ratio of Total Debt to Total Capitalization was calculated as debt divided by capitalization (debt plus stockholders' equity).
|
•
|
On April 26, 2016, the Company sold the vessel Peregrine for $2.6 million, after brokerage commissions and associated selling expenses, and recorded a net loss of approximately $150,000 in the second quarter of 2016. A portion of the proceeds was used towards repayment of the term loan under the First Lien Facility.
|
•
|
On June 16, 2016, the Company sold the vessel Falcon for $3.2 million, after brokerage commissions and associated selling expenses, and recorded a net loss of approximately $140,000 in the second quarter of 2016. A portion of the proceeds was used towards repayment of the term loan under the First Lien Facility.
|
•
|
On July 12, 2016, the Company sold the vessel Harrier for $3.2 million, after brokerage commissions, associated selling expenses, and recorded a loss of $115,000. A portion of the proceeds was used towards repayment of the term loan under the First Lien Facility.
|
•
|
On September 6, 2016, the Company sold the vessel Kittiwake for $4.0 million, after brokerage commission, associated selling expenses, and recorded a net gain of approximately $316,000 in the third quarter of 2016. A portion of the proceeds was used towards repayment of the term loan under the First Lien Facility.
|
•
|
On September 30, 2016, Eagle Shipco signed a memorandum of agreement to acquire a 2016 NACKS built Ultramax 61,000 dwt. vessel for $18.85 million. The Company took the delivery of the vessel, the Stamford Eagle, in the fourth quarter of 2016.
|
•
|
On November 14, 2016, the Company, through its subsidiary Eagle Bulk Shipco LLC, signed a memorandum of agreement to acquire a 2017 built 64,000 dwt SDARI-64 Ultramax dry bulk vessel constructed at Chengxi Shipyard Co., Ltd for $17.9 million. The Company took delivery of the vessel, the Singapore Eagle, on January 11, 2017.
|
•
|
On January 6, 2017, the Company sold the vessel Redwing for $5.8 million, after brokerage commissions and associated selling expenses, and recorded a net gain of approximately $0.1 million. The vessel was classified as an asset held for sale as of December 31, 2016. A portion of the proceeds was used towards repayment of the term loan under the First Lien Facility.
|
•
|
On April 6, 2017, the Company sold the vessel Sparrow for $4.8 million after brokerage commissions and associated selling expenses, and recorded a net gain of approximately $1.8 million. A portion of the proceeds was used towards repayment of the term loan under the First Lien Facility.
|
•
|
On July 27, 2017, the Company sold the vessel Woodstar for $7.8 million after brokerage commissions and associated selling expenses and recorded a gain for $0.2 million. A portion of the proceeds was used towards repayment of the term loan under the First Lien Facility.
|
•
|
On November 28, 2017, the Company sold the vessel Wren for $7.6 million after brokerage commissions and associated selling expenses and recorded a gain of $0.03. A portion of the proceeds was used towards repayment of the term loan under the First Lien Facility.
|
•
|
On August 30, 2017, the Company signed a memorandum of agreement to sell the vessel Avocet for $9.6 million after brokerage commissions and associated selling expenses. The vessel is expected to be delivered to the buyers in the second quarter of 2018. The Company expects to recognize a gain of $0.3 million. As of December 31, 2017, the Company reported the carrying amount of the vessel as vessel held for sale in its consolidated balance sheet.
|
•
|
On December 19. 2017, the Company, through Ultraco, signed a memorandum of agreement to acquire a 2015 built 64,000 dwt CROWN-83 Ultramax dry bulk vessel constructed at Chengxi Shipyard Co., Ltd for $21.2 million. The Company took delivery of the vessel, the New London Eagle, on January 9, 2018. As of December 31, 2017, the Company paid a deposit of $2.2 million for the purchase of the vessel.
|
•
|
In April 2015, the Company decided to sell the Kite, a 1997-built Handymax, and reached an agreement to sell the vessel for $4.3 million after brokerage commissions payable to a third party. On May 7, 2015, the Company sold the vessel and realized a net loss of approximately $5.7 million in the second quarter of 2015.
|
•
|
On May 20, 2015, the Company delivered a 90 day termination notice to Navig8 Pool to terminate the pool arrangements for all of its vessels in the Navig8 Pool. The notice of termination was given pursuant to the terms of the Company’s pool agreement.
|
•
|
On August 24, 2015, the Company provided three months’ notice to V. Ships Limited to terminate the technical management contract. The Company completed the transfer of all vessels to in-house technical management during the first quarter of 2016.
|
•
|
Maintain a highly efficient and the high quality fleet in the dry bulk segment.
|
•
|
Maintain a revenue strategy that takes advantage of a rising rate environment and at the same time mitigate risk in a declining rate environment.
|
•
|
Maintain a cost structure that allow us to be competitive in all economic cycles without sacrificing safety and maintenance.
|
•
|
Continue to grow our relationships with our charterers and vendors
|
•
|
Continue to invest in our on-shore operations and development of processes.
|
(1)
|
concentration in one vessel category: Supramax/Ultramax dry bulk vessels, which we believe offer certain size, operational and geographical advantages relative to other classes of dry bulk vessels, such as Handymax, Panamax and Capesize vessels,
|
(2)
|
An active owner-operator model where we seek to operate our own fleet and develop contractual relationships directly with cargo interests. These relationships and the related cargo contracts have the dual benefit of providing greater operational efficiencies and act as a balance to the Company’s naturally long position to the market. Notwithstanding the focus on voyage chartering, we consistently monitor the dry bulk shipping market and, based on market conditions, will consider taking advantage of long-term time charters at higher rates when appropriate.
|
(3)
|
Maintain high quality vessels and improve standards of operation through improved standards and procedures, crew training and repair and maintenance procedures.
|
Vessel
|
|
Year
Built
|
|
Dwt
|
|
Charter
Expiration
|
|
Daily Charter
Hire Rate
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||
Avocet
|
|
2010
|
|
53,462
|
|
|
Drydock
|
|
|
|
(1)
|
|||
|
|
|
|
|
|
|
|
|
|
|
||||
Bittern
|
|
2009
|
|
57,809
|
|
|
Jan 2018
|
|
Voyage
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||||
Canary
|
|
2009
|
|
57,809
|
|
|
Feb 2018
|
|
$
|
8,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cardinal
|
|
2004
|
|
55,362
|
|
|
Mar 2018
|
|
$
|
14,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Condor
|
|
2001
|
|
50,296
|
|
|
Jan 2018
|
|
$
|
13,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Crane
|
|
2010
|
|
57,809
|
|
|
Feb 2018
|
|
$
|
9,500
|
|
|
(2
|
)
|
|
|
|
|
|
|
|
|
|
|
|
||||
Crested Eagle
|
|
2009
|
|
55,989
|
|
|
Jan 2018
|
|
Voyage
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||||
Crowned Eagle
|
|
2008
|
|
55,940
|
|
|
Feb 2018
|
|
$
|
12,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Egret Bulker
|
|
2010
|
|
57,809
|
|
|
Feb 2018
|
|
$
|
17,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Fairfield Eagle
|
|
2013
|
|
63,301
|
|
|
Jan 2018
|
|
$
|
12,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Gannet Bulker
|
|
2010
|
|
57,809
|
|
|
Jan 2018
|
|
Voyage
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||||
Greenwich Eagle
|
|
2013
|
|
63,301
|
|
|
Jan 2018
|
|
$
|
21,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Golden Eagle
|
|
2010
|
|
55,989
|
|
|
Feb 2018
|
|
$
|
2,610
|
|
|
(3)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Goldeneye
|
|
2002
|
|
52,421
|
|
|
Jan 2018
|
|
$
|
18,750
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Grebe Bulker
|
|
2010
|
|
57,809
|
|
|
Jan 2018
|
|
$
|
11,100
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Groton Eagle
|
|
2013
|
|
63,200
|
|
|
Nov 2018
|
|
$
|
10,250
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Hawk I
|
|
2001
|
|
50,296
|
|
|
Mar 2018
|
|
Voyage
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||||
Ibis Bulker
|
|
2010
|
|
57,775
|
|
|
Jan 2018
|
|
Voyage
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||||
Imperial Eagle
|
|
2010
|
|
55,989
|
|
|
Feb 2018
|
|
Voyage
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||||
Jaeger
|
|
2004
|
|
52,248
|
|
|
Jan 2018
|
|
Voyage
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||||
Jay
|
|
2010
|
|
57,802
|
|
|
Jan 2018
|
|
$
|
21,750
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Kestrel I
|
|
2004
|
|
50,326
|
|
|
Jan 2018
|
|
$
|
6,325
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Kingfisher
|
|
2010
|
|
57,776
|
|
|
Feb 2018
|
|
Voyage
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||||
Madison Eagle
|
|
2013
|
|
63,303
|
|
|
Feb 2018
|
|
Voyage
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||||
Martin
|
|
2010
|
|
57,809
|
|
|
Jan 2018
|
|
$
|
13,250
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Merlin
|
|
2001
|
|
50,296
|
|
|
Jan 2018
|
|
Voyage
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||||
Mystic Eagle
|
|
2013
|
|
63,301
|
|
|
Feb 2018
|
|
$
|
2,180
|
|
|
(4
|
)
|
|
|
|
|
|
|
|
|
|
|
|
||||
Nighthawk
|
|
2011
|
|
57,809
|
|
|
Apr 2018
|
|
$
|
2,350
|
|
|
(5
|
)
|
|
|
|
|
|
|
|
|
|
|
|
||||
Oriole
|
|
2011
|
|
57,809
|
|
|
Mar 2018
|
|
$
|
2,450
|
|
|
(6
|
)
|
|
|
|
|
|
|
|
|
|
|
|
||||
Osprey I
|
|
2002
|
|
50,206
|
|
|
Jan 2018
|
|
$
|
11,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Owl
|
|
2011
|
|
57,809
|
|
|
Jan 2018
|
|
Voyage
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||||
Petrel Bulker
|
|
2011
|
|
57,809
|
|
|
Jan 2018
|
|
Voyage
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||||
Puffin Bulker
|
|
2011
|
|
57,809
|
|
|
Mar 2018
|
|
$
|
2,411
|
|
|
(7)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Roadrunner Bulker
|
|
2011
|
|
57,809
|
|
|
Feb 2018
|
|
$
|
12,750
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Rowayton Eagle
|
|
2013
|
|
63,301
|
|
|
Jan 2018
|
|
$
|
19,200
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Sandpiper Bulker
|
|
2011
|
|
57,809
|
|
|
Feb 2018
|
|
$
|
4,350
|
|
|
(8
|
)
|
|
|
|
|
|
|
|
|
|
|
|
||||
Singapore Eagle
|
|
2017
|
|
61,530
|
|
|
Jan 2018
|
|
Voyage
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||||
Shrike
|
|
2003
|
|
53,343
|
|
|
Jan 2018
|
|
$
|
4,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Skua
|
|
2003
|
|
53,350
|
|
|
Mar 2018
|
|
$
|
11,250
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Southport Eagle
|
|
2013
|
|
63,301
|
|
|
Jan 2018
|
|
Voyage
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||||
Stamford Eagle
|
|
2016
|
|
61,530
|
|
|
Jan 2018
|
|
$
|
5,650
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Stellar Eagle
|
|
2009
|
|
55,989
|
|
|
Jan 2018
|
|
Voyage
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||||
Stonington Eagle
|
|
2012
|
|
63,301
|
|
|
Oct 2019
|
|
$
|
11,650
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Tern
|
|
2003
|
|
50,200
|
|
|
Feb 2018
|
|
Voyage
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||||
Thrasher
|
|
2010
|
|
53,360
|
|
|
Jan 2018
|
|
Voyage
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
||||
Thrush
|
|
2011
|
|
53,297
|
|
|
Jan 2018
|
|
$
|
10,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Westport Eagle
|
|
2015
|
|
63,344
|
|
|
Feb 2018
|
|
Voyage
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
(1)
|
The vessel is contracted to perform a time charter after the drydock at a rate of $11,400.
|
(2)
|
The vessel is contracted to continue the existing time charter at an increased charter rate of $11,000 after January 14, 2018.
|
(3)
|
The vessel is contracted to continue the existing time charter at an increased charter rate of $11,000 after January 23, 2018.
|
(4)
|
The vessel is contracted to continue the existing time charter at an increased charter rate of $12,000 after January 16, 2018.
|
(5)
|
The vessel is contracted to continue the existing time charter at an increased charter rate of $10,000 after March 10, 2018.
|
(6)
|
The vessel is contracted to continue the existing time charter at an increased charter rate of $10,500 after March 10, 2018.
|
(7)
|
The vessel is contracted to continue the existing time charter at an increased charter rate of $10,500 after February 18, 2018.
|
(8)
|
The vessel is contracted to continue the existing time charter at an increased charter rate of $9,500 after February 28, 2018.
|
Vessel Class
|
|
Average estimated daily time charter rate used
|
|
Percentage decline from
average estimated daily
time charter rate used in impairment test at which
point impairment would
be recorded
|
|||
Supramax
|
|
$
|
11,209
|
|
|
(28.6
|
)%
|
|
|
Incremental
number of vessels
|
|
Potential Incremental
Impairment $ (in millions)
|
||
1 year historical average
|
|
—
|
|
|
—
|
|
3 year historical average
|
|
22
|
|
|
122.0
|
|
5 year historical average
|
|
8
|
|
|
43.0
|
|
10 year historical average
|
|
—
|
|
|
—
|
|
15 year historical average
|
|
—
|
|
|
—
|
|
|
|
Dwt
|
|
Year
Purchased
|
|
Carrying Value*
as of December 31, 2017
|
|
Carrying Value*
as of December 31, 2016
|
Dry bulk Vessels
|
|
|
|
|
|
|
|
|
BITTERN
|
|
57,809
|
|
2009
|
|
$17.2 million *
|
|
$17.9 million*
|
CANARY
|
|
57,809
|
|
2009
|
|
$17.2 million *
|
|
$18.0 million*
|
CARDINAL
|
|
55,362
|
|
2005
|
|
$7.1 million
|
|
$7.5 million*
|
CONDOR
|
|
50,296
|
|
2005
|
|
$4.6 million
|
|
$4.7 million*
|
CRANE
|
|
57,809
|
|
2010
|
|
$18.2 million *
|
|
$19.1 million*
|
CRESTED EAGLE
|
|
55,989
|
|
2009
|
|
$20.5 million *
|
|
$21.6 million*
|
CROWNED EAGLE
|
|
55,940
|
|
2008
|
|
$19.2 million *
|
|
$20.3 million*
|
EGRET BULKER
|
|
57,809
|
|
2010
|
|
$18.3 million *
|
|
$19.1 million*
|
FAIRFIELD EAGLE
|
|
63,301
|
|
2013
|
|
$17.1 million
|
|
—
|
GANNET BULKER
|
|
57,809
|
|
2010
|
|
$18.1 million *
|
|
$18.9 million*
|
GOLDEN EAGLE
|
|
55,989
|
|
2010
|
|
$21.8 million *
|
|
$22.9 million*
|
GOLDENEYE
|
|
52,421
|
|
2008
|
|
$5.3 million
|
|
$5.6 million*
|
GREBE BULKER
|
|
57,809
|
|
2010
|
|
$18.1 million *
|
|
$18.9 million*
|
GREENWICH EAGLE
|
|
63,301
|
|
2013
|
|
$16.9 million
|
|
—
|
GROTON EAGLE
|
|
63,200
|
|
2013
|
|
$16.9 million
|
|
—
|
HAWK I
|
|
50,296
|
|
2005
|
|
$4.4 million
|
|
$4.7 million*
|
IBIS BULKER
|
|
57,775
|
|
2010
|
|
$18.1 million *
|
|
$18.9 million*
|
IMPERIAL EAGLE
|
|
55,989
|
|
2010
|
|
$21.8 million *
|
|
$22.9 million*
|
JAEGER
|
|
52,248
|
|
2006
|
|
$6.3 million
|
|
$6.7 million*
|
JAY
|
|
57,802
|
|
2010
|
|
$18.1 million *
|
|
$18.9 million*
|
KESTREL
|
|
50,326
|
|
2006
|
|
$6.7 million
|
|
$6.9 million*
|
KINGFISHER
|
|
57,776
|
|
2010
|
|
$18.1 million *
|
|
$18.9 million*
|
MADISON EAGLE
|
|
63,303
|
|
2013
|
|
$17.2 million
|
|
—
|
MARTIN
|
|
57,809
|
|
2010
|
|
$18.1 million *
|
|
$18.9 million*
|
MERLIN
|
|
50,296
|
|
2005
|
|
$4.5 million
|
|
$4.7 million*
|
MYSTIC EAGLE
|
|
63,301
|
|
2013
|
|
$17.0 million
|
|
—
|
NIGHTHAWK
|
|
57,809
|
|
2012
|
|
$19.0 million *
|
|
$19.9 million*
|
ORIOLE
|
|
57,809
|
|
2012
|
|
$19.1 million *
|
|
$19.9 million*
|
OSPREY I
|
|
50,206
|
|
2005
|
|
$5.3 million
|
|
$5.5 million*
|
OWL
|
|
57,809
|
|
2012
|
|
$19.1 million *
|
|
$19.9 million*
|
PETREL BULKER
|
|
57,809
|
|
2012
|
|
$19.1 million *
|
|
$19.9 million*
|
PUFFIN BULKER
|
|
57,809
|
|
2012
|
|
$19.1 million *
|
|
$19.9 million*
|
ROADRUNNER BULKER
|
|
57,809
|
|
2012
|
|
$19.1 million *
|
|
$19.9 million*
|
ROWAYTON EAGLE
|
|
63,301
|
|
2013
|
|
$17.0 million
|
|
—
|
SANDPIPER BULKER
|
|
57,809
|
|
2012
|
|
$19.1 million *
|
|
$19.9 million*
|
SHRIKE
|
|
53,343
|
|
2007
|
|
$6.5 million
|
|
$6.8 million*
|
SINGAPORE EAGLE
|
|
61,530
|
|
2017
|
|
$18.5 million
|
|
—
|
SKUA
|
|
53,350
|
|
2007
|
|
$6.5 million
|
|
$6.8 million*
|
SOUTHPORT EAGLE
|
|
63,301
|
|
2013
|
|
$16.9 million
|
|
—
|
STELLAR EAGLE
|
|
55,989
|
|
2009
|
|
$20.6 million *
|
|
$21.6 million*
|
STONINGTON EAGLE
|
|
63,301
|
|
2012
|
|
$16.9 million
|
|
—
|
STAMFORD EAGLE
|
|
61,530
|
|
2016
|
|
$18.3 million
|
|
$18.9 million
|
TERN
|
|
50,200
|
|
2006
|
|
$6.0 million
|
|
$6.4 million*
|
THRASHER
|
|
53,360
|
|
2010
|
|
$9.2 million
|
|
$9.6 million*
|
THRUSH
|
|
53,297
|
|
2012
|
|
$10.4 million
|
|
$10.8 million*
|
WESTPORT EAGLE
|
|
63,344
|
|
2008
|
|
$17.0 million
|
|
$15.6 million*
|
Total DWT
|
|
2,630,289
|
|
|
|
|
|
|
|
|
For the Years Ended
|
|||||||
|
|
December 31, 2017
|
|
December 31, 2016
|
|
December 31, 2015
|
|||
Ownership Days
|
|
16,293
|
|
|
15,408
|
|
|
16,186
|
|
Chartered-in Days
|
|
3,353
|
|
|
1,494
|
|
|
382
|
|
Total
|
|
19,646
|
|
|
16,902
|
|
|
16,568
|
|
Available Days
|
|
19,245
|
|
|
16,695
|
|
|
16,151
|
|
Operating Days
|
|
19,140
|
|
|
16,485
|
|
|
15,766
|
|
Fleet Utilization
|
|
99.5
|
%
|
|
98.7
|
%
|
|
97.6
|
%
|
•
|
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.
|
•
|
Chartered-in Days
: The Company defines chartered-in days as the aggregate number of days in a period during which the Company chartered-in vessels.
|
•
|
Available days:
We define available days, which the Company has recently updated and is reflected in the above table to better reflect the way management views the 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 vessel familiarization upon acquisition, repairs, vessel upgrades or special surveys. The shipping industry uses available days to measure the number of days in a period during which vessels should be capable of generating revenues. We drydocked three vessels in 2017, nine vessels in 2016 and nineteen vessels in 2015.
|
•
|
Operating days:
We define operating days as the number of our available days in a period less the aggregate number of days that our vessels are off-hire due to any reason, including unforeseen circumstances. The shipping industry uses operating days to measure the aggregate number of days in a period during which vessels actually generate revenues
.
|
•
|
Fleet utilization:
We calculate fleet utilization by dividing the number of our operating days during a period by the number of our available days during the period. The shipping industry uses fleet utilization to measure a company's efficiency in finding suitable employment for its vessels and minimizing the amount of days that its vessels are off-hire for reasons other than scheduled repairs or repairs under guarantee, vessel upgrades, special surveys or vessel positioning. Our fleet continues to perform at very high utilization rates.
|
|
|
For the Years Ended
|
||||||||||
|
|
December 31, 2017
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||
Revenue, Net
|
|
$
|
236,784,625
|
|
|
$
|
124,492,844
|
|
|
$
|
103,856,876
|
|
Voyage Expenses
|
|
62,351,252
|
|
|
42,093,714
|
|
|
23,832,457
|
|
|||
Charter hire expenses
|
|
31,283,956
|
|
|
12,845,468
|
|
|
4,125,766
|
|
|||
Net charter hire revenue
|
|
$
|
143,149,417
|
|
|
$
|
69,553,662
|
|
|
$
|
75,898,653
|
|
|
|
|
|
|
|
|
||||||
% of Net charter hire from
|
|
|
|
|
|
|
||||||
Time charter
|
|
60
|
%
|
|
64
|
%
|
|
76
|
%
|
|||
Voyage charter
|
|
39
|
%
|
|
35
|
%
|
|
6
|
%
|
|||
Commercial pool
|
|
1
|
%
|
|
1
|
%
|
|
18
|
%
|
•
|
the duration of our charters;
|
•
|
our decisions relating to vessel acquisitions and disposals;
|
•
|
the amount of time that we spend positioning our vessels;
|
•
|
the amount of time that our vessels spend in drydock undergoing repairs;
|
•
|
maintenance and upgrade work;
|
•
|
the age, condition and specifications of our vessels;
|
•
|
levels of supply and demand in the dry bulk shipping industry; and
|
•
|
other factors affecting spot market charter rates for dry bulk carriers.
|
|
|
For the Years Ended
|
||||||||||
|
|
December 31, 2017
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||
First Lien Facility / Exit Financing Facility Interest *
|
|
$
|
10,305,275
|
|
|
$
|
9,938,822
|
|
|
$
|
9,781,106
|
|
Amortization of debt discount and debt issuance costs
|
|
5,927,984
|
|
|
4,532,481
|
|
|
2,146,316
|
|
|||
Payment-in-Kind interest on Second Lien Facility
|
|
10,098,401
|
|
|
7,327,843
|
|
|
—
|
|
|||
Ultraco Debt Facility Interest
|
|
1,269,581
|
|
|
—
|
|
|
—
|
|
|||
Norwegian Bond Debt interest
|
|
1,558,333
|
|
|
—
|
|
|
—
|
|
|||
New First Lien Facility
|
|
209,420
|
|
|
—
|
|
|
—
|
|
|||
Super Senior Revolving Credit Facility - commitment fees
|
|
8,000
|
|
|
—
|
|
|
—
|
|
|||
Total Interest Expense
|
|
$
|
29,376,994
|
|
|
$
|
21,799,146
|
|
|
$
|
11,927,422
|
|
|
|
|
|
For the Years Ended
|
||||||||||
Derivatives not
designated as hedging
instruments
|
|
Location of gain/(loss)
recognized
|
|
December 31, 2017
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||
|
|
|
|
|
|
|
|
|
||||||
FFAs
|
|
Other income/(expense)
|
|
$
|
(284,097
|
)
|
|
$
|
(541,677
|
)
|
|
$
|
—
|
|
Bunker Swaps
|
|
Other income/(expense)
|
|
413,577
|
|
|
—
|
|
|
—
|
|
|||
Commissions
|
|
Other income/(expense)
|
|
(91,575
|
)
|
|
(19,818
|
)
|
|
—
|
|
|||
Total
|
|
|
|
$
|
37,905
|
|
|
$
|
(561,495
|
)
|
|
$
|
—
|
|
Derivatives not designated as hedging instruments
|
Balance Sheet location
|
|
Fair value of Derivatives
|
||||||
|
|
|
December 31, 2017
|
|
|
December 31, 2016
|
|
||
FFAs - Unrealized loss
|
Fair value of Derivatives
|
|
$
|
(73,170
|
)
|
|
$
|
—
|
|
Bunker Swaps - Unrealized gain
|
Other current assets
|
|
128,845
|
|
|
—
|
|
||
Total
|
|
|
$
|
55,675
|
|
|
$
|
—
|
|
|
|
For the Years Ended
|
||||||||||
(in thousands of U.S. dollars)
|
|
December 31, 2017
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||
Net cash provided by / (used in) operating activities
|
|
$
|
7,389
|
|
|
$
|
(45,434
|
)
|
|
$
|
(43,787
|
)
|
Net cash (used in) / provided by investing activities
|
|
(155,250
|
)
|
|
(9,280
|
)
|
|
10,252
|
|
|||
Net cash provided by financing activities
|
|
127,596
|
|
|
106,335
|
|
|
18,456
|
|
|||
|
|
|
|
|
|
|
||||||
(Decrease) / increase in cash and cash equivalents
|
|
(20,265
|
)
|
|
51,620
|
|
|
(15,079
|
)
|
|||
Cash and cash equivalents, beginning of year
|
|
76,516
|
|
|
24,896
|
|
|
39,975
|
|
|||
|
|
|
|
|
|
|
||||||
Cash and cash equivalents, end of year
|
|
$
|
56,251
|
|
|
$
|
76,516
|
|
|
$
|
24,896
|
|
(in thousands of dollars)
|
|
Within
One
Year
|
|
One to
Three
Years
|
|
Three to
Five
Years
|
|
More than
Five
Years
|
|
Total
|
|||||||||||
Bank Loans(1)
|
|
$
|
—
|
|
|
$
|
33,770
|
|
|
$
|
92,430
|
|
|
$
|
—
|
|
|
$
|
126,200
|
|
|
Interest and borrowing fees(1)
|
|
23,262
|
|
|
42,761
|
|
|
33,347
|
|
|
—
|
|
|
99,370
|
|
||||||
Norwegian Bond Debt
|
|
4,000
|
|
|
16,000
|
|
|
180,000
|
|
|
—
|
|
|
200,000
|
|
||||||
Chartering agreement (2,3)
|
|
4,672
|
|
|
9,344
|
|
|
1,190
|
|
|
—
|
|
|
15,206
|
|
||||||
Office lease
|
|
576
|
|
|
1,260
|
|
|
629
|
|
|
—
|
|
|
2,465
|
|
||||||
Vessel acquisition (4)
|
|
19,073
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19,073
|
|
||||||
Total
|
|
$
|
51,583
|
|
|
$
|
103,135
|
|
|
$
|
307,596
|
|
|
$
|
—
|
|
—
|
|
$
|
462,314
|
|
(1)
|
See Note 8. "Debt" to our consolidated financial statements. Interest is based on LIBOR assumption of 1.85%. The Company increased its draw down under the Ultraco Debt Facility by $8.6 million in January 2018 in connection with the acquisition of an UItramax vessel.
|
(2)
|
Does not include obligations of chartered-in vessels less than one year.
|
(3)
|
On May 10, 2017, we signed an agreement to charter-in a 61,400 dwt, 2013 built Japanese vessel for approximately four years with options for two additional years. The hire rate for the first four years is $12,800 per day.
|
(4)
|
On December 19, 2017, the Company, through Ultraco, signed a memorandum of agreement to acquire a 2015 built 64,000 dwt CROWN-63 Ultramax dry bulk vessel constructed at Chengxi Shipyard Co., Ltd for $21.2 million. The Company
|
|
|
Incremental interest expense
|
||||||
|
|
For the year ended
December 31, 2017
|
|
For the year ended
December 31, 2016 |
||||
+200 basis points
|
|
$
|
2,524,000
|
|
|
$
|
4,181,980
|
|
+100 basis points
|
|
1,262,000
|
|
|
2,090,990
|
|
||
-100 basis points*
|
|
(1,262,000
|
)
|
|
(2,030,121
|
)
|
1.
|
Consolidated Financial Statements: See accompanying Index to Consolidated Financial Statements.
|
|
|
2.
|
Consolidated Financial Statement Schedule: Financial statement schedules are omitted either due to the absence of conditions under which they are required or because the information required is included in the notes to the Company’s consolidated financial statements.
|
|
Number
|
Exhibit Title
|
|
3.1
|
|
|
3.2
|
|
|
4.1
|
|
|
4.2
|
|
|
4.3
|
|
|
10.1
|
|
|
10.2
|
|
|
10.3
|
|
|
10.4
|
|
|
10.5
|
|
|
10.7#
|
|
|
10.8#
|
|
|
10.9#
|
|
10.10
|
|
|
10.11
|
|
|
10.12
|
|
|
10.13
|
|
|
10.14
|
|
|
10.15
|
|
|
10.16
|
|
|
10.17
|
|
|
10.18
|
|
|
10.19
|
|
|
10.20
|
|
|
10.21
|
|
|
10.22
|
|
|
10.23
|
|
|
10.24
|
|
|
10.25
|
|
|
10.26
|
|
|
10.27
|
|
|
10.28#
|
|
10.29#
|
|
|
10.30#
|
|
|
10.31#
|
|
|
10.32
|
|
|
10.33#
|
|
|
10.34#
|
|
|
10.35#
|
|
|
10.36#
|
|
|
10.37#
|
|
|
10.38
|
|
|
10.39
|
|
|
10.40
|
|
|
10.41
|
|
10.42
|
|
|
10.43*
|
|
|
21.1*
|
|
|
23.1*
|
|
|
23.2*
|
|
|
31.1*
|
|
|
31.2*
|
|
|
32.1**
|
|
|
32.2**
|
|
|
101.INS*
|
XBRL Instance Document.
|
|
101.CAL*
|
XBRL Schema Document.
|
|
101.SCH*
|
XBRL Calculation Linkbase Document.
|
|
101.DEF*
|
XBRL Definition Linkbase Document.
|
|
101.LAB*
|
XBRL Labels Linkbase Document.
|
|
101.PRE*
|
XBRL Presentation Linkbase Document.
|
|
EAGLE BULK SHIPPING INC.
|
|
||
|
|
|
|
|
|
By:
|
/s/ Gary Vogel
|
|
|
|
|
|
|
|
|
|
Name:
|
Gary Vogel
|
|
|
|
Title:
|
Chief Executive Officer
|
|
Name
|
|
Title
|
|
|
|
/s/ Gary Vogel
|
|
Chief Executive Officer and Director
(Principal Executive Officer)
|
Gary Vogel
|
|
|
|
|
|
/s/ Frank De Costanzo
|
|
Chief Financial Officer
(Principal Financial and Accounting Officer)
|
Frank De Costanzo
|
|
|
|
|
|
/s/ Paul M. Leand, Jr.
|
|
Chairman of the Board of Directors
|
Paul M. Leand, Jr.
|
|
|
|
|
|
/s/ Randee E. Day
|
|
Director
|
Randee E. Day
|
|
|
|
|
|
/s/ Justin A. Knowles
|
|
Director
|
Justin A. Knowles
|
|
|
|
|
|
/s/ Bart Veldhuizen
|
|
Director
|
Bart Veldhuizen
|
|
|
|
|
|
/s/ Gary Weston
|
|
Director
|
Gary Weston
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
|
|
December 31, 2017
|
|
December 31, 2016
|
||||
ASSETS:
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
56,251,044
|
|
|
$
|
76,516,110
|
|
Accounts receivable
|
|
17,246,540
|
|
|
5,089,708
|
|
||
Prepaid expenses
|
|
3,010,766
|
|
|
3,093,962
|
|
||
Short-term investment
|
|
4,500,000
|
|
|
—
|
|
||
Inventories
|
|
14,113,079
|
|
|
10,876,713
|
|
||
Vessel held for sale
|
|
9,316,095
|
|
|
8,688,601
|
|
||
Other current assets
|
|
785,027
|
|
|
22
|
|
||
Total current assets
|
|
105,222,551
|
|
|
104,265,116
|
|
||
Noncurrent assets:
|
|
|
|
|
||||
Vessels and vessel improvements, at cost, net of accumulated depreciation of $99,910,416 and $76,463,743, respectively
|
|
690,236,419
|
|
|
567,592,950
|
|
||
Advance for vessel purchase
|
|
2,201,773
|
|
|
1,926,886
|
|
||
Other fixed assets, net of accumulated amortization of $343,799 and $307,880, respectively
|
|
617,343
|
|
|
632,805
|
|
||
Restricted cash
|
|
74,917
|
|
|
74,917
|
|
||
Deferred financing costs - Super Senior Revolver Facility
|
|
190,000
|
|
|
—
|
|
||
Deferred drydock costs, net
|
|
9,749,751
|
|
|
11,507,309
|
|
||
Other assets
|
|
57,181
|
|
|
381,634
|
|
||
Total noncurrent assets
|
|
703,127,384
|
|
|
582,116,501
|
|
||
Total assets
|
|
$
|
808,349,935
|
|
|
$
|
686,381,617
|
|
LIABILITIES & STOCKHOLDERS' EQUITY
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Accounts payable
|
|
$
|
7,470,844
|
|
|
$
|
7,135,156
|
|
Accrued interest
|
|
1,790,315
|
|
|
28,872
|
|
||
Other accrued liabilities
|
|
11,810,366
|
|
|
11,545,447
|
|
||
Fair value of derivatives
|
|
73,170
|
|
|
—
|
|
||
Fair value below contract value of time charters acquired
|
|
—
|
|
|
820,313
|
|
||
Unearned charter hire revenue
|
|
5,678,673
|
|
|
6,046,032
|
|
||
Current portion of long-term debt - Norwegian Bond Debt
|
|
4,000,000
|
|
|
—
|
|
||
Total current liabilities
|
|
30,823,368
|
|
|
25,575,820
|
|
||
Noncurrent liabilities:
|
|
|
|
|
||||
First Lien Facility, net of debt discount and debt issuance costs
|
|
—
|
|
|
204,352,318
|
|
||
Second Lien Facility, inclusive of payment-in-kind interest, net of debt discount and debt issuance costs
|
|
—
|
|
|
51,591,226
|
|
||
Norwegian Bond Debt, net of debt discount and debt issuance costs
|
|
189,950,329
|
|
|
—
|
|
||
New First Lien Facility, net of debt discount and debt issuance costs
|
|
63,758,185
|
|
|
—
|
|
||
Ultraco Debt Facility, net of debt discount and debt issuance costs
|
|
59,975,162
|
|
|
—
|
|
||
Other liabilities
|
|
177,846
|
|
|
483,132
|
|
||
Fair value below contract value of time charters acquired
|
|
2,500,012
|
|
|
3,896,482
|
|
||
Total noncurrent liabilities
|
|
316,361,534
|
|
|
260,323,158
|
|
||
Total liabilities
|
|
347,184,902
|
|
|
285,898,978
|
|
||
Commitment and contingencies
|
|
|
|
|
|
|
||
Stockholders' equity:
|
|
|
|
|
||||
Preferred stock, $.01 par value, 25,000,000 shares authorized, none issued as of December 31, 2017 and 2016
|
|
—
|
|
|
—
|
|
||
Common stock, $.01 par value, 700,000,000 shares authorized, 70,394,307 and 48,106,827 shares issued and outstanding as of December 31, 2017 and 2016, respectively
|
|
703,944
|
|
|
481,069
|
|
||
Additional paid-in capital
|
|
887,625,902
|
|
|
783,369,698
|
|
||
Accumulated deficit
|
|
(427,164,813
|
)
|
|
(383,368,128
|
)
|
||
Total stockholders' equity
|
|
461,165,033
|
|
|
400,482,639
|
|
||
Total liabilities and stockholders' equity
|
|
$
|
808,349,935
|
|
|
$
|
686,381,617
|
|
|
|
For the Years Ended
|
||||||||||
|
|
December 31, 2017
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||
Revenues, net
|
|
$
|
236,784,625
|
|
|
$
|
124,492,844
|
|
|
$
|
103,856,876
|
|
|
|
|
|
|
|
|
||||||
Voyage expenses
|
|
62,351,252
|
|
|
42,093,714
|
|
|
23,832,457
|
|
|||
Vessel expenses
|
|
78,607,244
|
|
|
74,016,763
|
|
|
86,329,060
|
|
|||
Charter hire expenses
|
|
31,283,956
|
|
|
12,845,468
|
|
|
4,125,766
|
|
|||
Depreciation and amortization
|
|
33,690,686
|
|
|
38,884,322
|
|
|
43,000,741
|
|
|||
General and administrative expenses
|
|
33,126,310
|
|
|
22,905,802
|
|
|
25,537,007
|
|
|||
Restructuring charges
|
|
—
|
|
|
5,869,025
|
|
|
—
|
|
|||
(Gain)/loss on sale of vessels
|
|
(2,134,767
|
)
|
|
101,860
|
|
|
5,696,675
|
|
|||
Vessel impairment
|
|
—
|
|
|
129,027,862
|
|
|
50,872,734
|
|
|||
Total operating expenses
|
|
236,924,681
|
|
|
325,744,816
|
|
|
239,394,440
|
|
|||
|
|
|
|
|
|
|
||||||
Operating loss
|
|
(140,056
|
)
|
|
(201,251,972
|
)
|
|
(135,537,564
|
)
|
|||
|
|
|
|
|
|
|
||||||
Interest expense
|
|
29,376,994
|
|
|
21,799,146
|
|
|
11,927,422
|
|
|||
Interest income
|
|
(651,069
|
)
|
|
(215,433
|
)
|
|
(6,222
|
)
|
|||
Other (income)/expense
|
|
(37,905
|
)
|
|
686,750
|
|
|
838,201
|
|
|||
Loss on debt extinguishment
|
|
14,968,609
|
|
|
—
|
|
|
—
|
|
|||
Total other expense (income), net
|
|
43,656,629
|
|
|
22,270,463
|
|
|
12,759,401
|
|
|||
Net loss
|
|
$
|
(43,796,685
|
)
|
|
$
|
(223,522,435
|
)
|
|
$
|
(148,296,965
|
)
|
|
|
|
|
|
|
|
||||||
Weighted average shares outstanding:
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
||||||
Basic
|
|
69,182,302
|
|
|
20,565,652
|
|
|
1,880,116
|
|
|||
Diluted
|
|
69,182,302
|
|
|
20,565,652
|
|
|
1,880,116
|
|
|||
|
|
|
|
|
|
|
||||||
Per share amounts:
|
|
|
|
|
|
|
||||||
Basic net loss
|
|
$
|
(0.63
|
)
|
|
$
|
(10.87
|
)
|
|
$
|
(78.88
|
)
|
Diluted net loss
|
|
$
|
(0.63
|
)
|
|
$
|
(10.87
|
)
|
|
$
|
(78.88
|
)
|
|
|
For the Years Ended
|
||||||||||
|
|
December 31, 2017
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||
Net loss
|
|
$
|
(43,796,685
|
)
|
|
$
|
(223,522,435
|
)
|
|
$
|
(148,296,965
|
)
|
|
|
|
|
|
|
|
||||||
Total other comprehensive income/(loss)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
|
|
|
|
|
|
|
||||||
Comprehensive loss
|
|
$
|
(43,796,685
|
)
|
|
$
|
(223,522,435
|
)
|
|
$
|
(148,296,965
|
)
|
|
|
Common Stock
|
|
Common Stock Amount
|
|
Additional paid-in Capital
|
|
Accumulated Deficit
|
|
Total Stockholders’ Equity
|
|||||||||
Balance at January 1, 2015
|
|
1,875,227
|
|
|
$
|
18,752
|
|
|
$
|
675,620,642
|
|
|
$
|
(11,548,728
|
)
|
|
$
|
664,090,666
|
|
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(148,296,965
|
)
|
|
(148,296,965
|
)
|
||||
Balance at Vesting of restricted shares withheld for employee tax
|
|
8,076
|
|
|
81
|
|
|
(1,419,309
|
)
|
|
—
|
|
|
(1,419,228
|
)
|
||||
Stock-based compensation
|
|
—
|
|
|
—
|
|
|
3,969,989
|
|
|
—
|
|
|
3,969,989
|
|
||||
Balance at December 31, 2015
|
|
1,883,303
|
|
|
18,833
|
|
|
678,171,322
|
|
|
(159,845,693
|
)
|
|
518,344,462
|
|
||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(223,522,435
|
)
|
|
(223,522,435
|
)
|
||||
Issuance of shares in connection with Second Lien Loan Agreement
|
|
16,889,828
|
|
|
168,899
|
|
|
17,587,426
|
|
|
—
|
|
|
17,756,325
|
|
||||
Issuance of shares for private placement, net of issuance costs
|
|
29,333,318
|
|
|
293,333
|
|
|
85,407,202
|
|
|
—
|
|
|
85,700,535
|
|
||||
Reverse stock split adjustment
|
|
(32
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Vesting of restricted shares withheld for employee tax
|
|
410
|
|
|
4
|
|
|
(2,942
|
)
|
|
—
|
|
|
(2,938
|
)
|
||||
Stock-based compensation
|
|
—
|
|
|
—
|
|
|
2,206,690
|
|
|
—
|
|
|
2,206,690
|
|
||||
Balance at December 31, 2016
|
|
48,106,827
|
|
|
481,069
|
|
|
783,369,698
|
|
|
(383,368,128
|
)
|
|
400,482,639
|
|
||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(43,796,685
|
)
|
|
(43,796,685
|
)
|
||||
Issuance of shares for private placement, net of issuance costs
|
|
22,222,223
|
|
|
222,222
|
|
|
95,807,781
|
|
|
—
|
|
|
96,030,003
|
|
||||
Vesting of restricted shares withheld for employee tax
|
|
65,257
|
|
|
653
|
|
|
(290,192
|
)
|
|
—
|
|
|
(289,539
|
)
|
||||
Stock-based compensation
|
|
—
|
|
|
—
|
|
|
8,738,615
|
|
|
—
|
|
|
8,738,615
|
|
||||
Balance at December 31, 2017
|
|
70,394,307
|
|
|
$
|
703,944
|
|
|
$
|
887,625,902
|
|
|
$
|
(427,164,813
|
)
|
|
$
|
461,165,033
|
|
|
|
For the Years Ended
|
||||||||||
|
|
December 31, 2017
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
||||||
Net loss
|
|
$
|
(43,796,685
|
)
|
|
$
|
(223,522,435
|
)
|
|
$
|
(148,296,965
|
)
|
Adjustments to reconcile net loss to net cash provided by/(used in) operating activities:
|
|
|
|
|
|
|
|
|
|
|||
Depreciation
|
|
29,354,017
|
|
|
35,556,911
|
|
|
41,044,397
|
|
|||
Amortization of deferred drydocking costs
|
|
4,336,669
|
|
|
3,327,411
|
|
|
1,956,344
|
|
|||
Amortization of debt discount and debt issuance costs
|
|
5,927,984
|
|
|
4,532,481
|
|
|
2,146,316
|
|
|||
Loss on debt extinguishment
|
|
14,968,609
|
|
|
—
|
|
|
—
|
|
|||
Amortization of fair value below contract value of time charter acquired
|
|
(716,783
|
)
|
|
(661,253
|
)
|
|
(948,741
|
)
|
|||
Payment-in-kind interest on debt
|
|
10,098,401
|
|
|
7,327,843
|
|
|
—
|
|
|||
(Gain)/loss on sale of vessels, net
|
|
(2,134,767
|
)
|
|
101,860
|
|
|
5,696,675
|
|
|||
Vessel impairment
|
|
—
|
|
|
129,027,862
|
|
|
50,872,734
|
|
|||
Realized loss from sale of investment
|
|
—
|
|
|
—
|
|
|
462,394
|
|
|||
Net unrealized loss on fair value of derivatives
|
|
(55,675
|
)
|
|
—
|
|
|
—
|
|
|||
Fess paid on termination of time charter contract
|
|
(1,500,000
|
)
|
|
—
|
|
|
—
|
|
|||
Stock-based compensation expense
|
|
8,738,615
|
|
|
2,206,690
|
|
|
3,969,989
|
|
|||
Drydocking expenditures
|
|
(2,579,111
|
)
|
|
(3,688,711
|
)
|
|
(11,141,561
|
)
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|||
Accounts receivable
|
|
(12,156,832
|
)
|
|
1,986,820
|
|
|
7,654,773
|
|
|||
Other current and non-current assets
|
|
(331,707
|
)
|
|
(26,799
|
)
|
|
4,691,158
|
|
|||
Prepaid expenses
|
|
83,196
|
|
|
138,801
|
|
|
(19,833
|
)
|
|||
Inventories
|
|
(3,236,366
|
)
|
|
(5,302,307
|
)
|
|
174,867
|
|
|||
Accounts payable
|
|
335,688
|
|
|
(1,081,317
|
)
|
|
(3,447,224
|
)
|
|||
Accrued interest
|
|
1,761,443
|
|
|
(372,360
|
)
|
|
(130,686
|
)
|
|||
Other accrued and non-current liabilities
|
|
(1,340,366
|
)
|
|
528,563
|
|
|
2,357,787
|
|
|||
Unearned revenue
|
|
(367,359
|
)
|
|
4,485,630
|
|
|
(829,193
|
)
|
|||
Net cash provided by/(used in) operating activities
|
|
7,388,971
|
|
|
(45,434,310
|
)
|
|
(43,786,769
|
)
|
|||
|
|
|
|
|
|
|
||||||
Cash flows from investing activities:
|
|
|
|
|
|
|
||||||
Vessel purchases and improvements
|
|
(174,400,746
|
)
|
|
(19,860,401
|
)
|
|
(1,747,099
|
)
|
|||
Advance for vessel purchase
|
|
(2,201,773
|
)
|
|
(1,926,886
|
)
|
|
—
|
|
|||
Proceeds from sale of investment
|
|
—
|
|
|
—
|
|
|
7,838,346
|
|
|||
Purchase of short-term investment
|
|
(4,500,000
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from sale of vessels
|
|
26,042,000
|
|
|
13,001,000
|
|
|
4,235,542
|
|
|||
Purchase of other fixed assets
|
|
(189,120
|
)
|
|
(560,348
|
)
|
|
—
|
|
|||
Changes in restricted cash
|
|
—
|
|
|
66,244
|
|
|
(74,918
|
)
|
|||
Net cash provided by/(used in) investing activities
|
|
(155,249,639
|
)
|
|
(9,280,391
|
)
|
|
10,251,871
|
|
|||
|
|
|
|
|
|
|
||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
||||||
Repayment of First Lien Facility
|
|
(184,099,000
|
)
|
|
(21,276,000
|
)
|
|
(19,625,000
|
)
|
|||
Repayment of revolver under the First Lien Facility
|
|
(25,000,000
|
)
|
|
(30,158,500
|
)
|
|
—
|
|
|||
Repayment of Second Lien Facility
|
|
(77,426,244
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from Revolver Loan facility
|
|
—
|
|
|
15,158,500
|
|
|
40,000,000
|
|
|||
Proceeds from Second Lien Facility
|
|
—
|
|
|
60,000,000
|
|
|
—
|
|
|||
Proceeds from common stock placement, net of issuance costs
|
|
96,030,003
|
|
|
85,700,535
|
|
|
—
|
|
|||
Proceeds from the Norwegian Bond Debt, net of discount
|
|
198,092,000
|
|
|
—
|
|
|
—
|
|
|||
Proceeds from the New First Lien Facility
|
|
65,000,000
|
|
|
—
|
|
|
—
|
|
|||
Proceeds from the Ultraco Debt Facility
|
|
61,200,000
|
|
|
—
|
|
|
—
|
|
|||
Financing costs paid to lenders
|
|
(2,025,514
|
)
|
|
—
|
|
|
(500,000
|
)
|
|||
Other financing costs
|
|
(3,886,104
|
)
|
|
(3,086,947
|
)
|
|
—
|
|
|||
Cash used to settle net share equity awards
|
|
(289,539
|
)
|
|
(2,938
|
)
|
|
(1,419,228
|
)
|
|||
Net cash provided by financing activities
|
|
127,595,602
|
|
|
106,334,650
|
|
|
18,455,772
|
|
|||
Net increase/(decrease) in cash and cash equivalents
|
|
(20,265,066
|
)
|
|
51,619,949
|
|
|
(15,079,126
|
)
|
|||
Cash and cash equivalents at beginning of period
|
|
76,516,110
|
|
|
24,896,161
|
|
|
39,975,287
|
|
|||
Cash and cash equivalents at end of period
|
|
$
|
56,251,044
|
|
|
$
|
76,516,110
|
|
|
$
|
24,896,161
|
|
|
|
|
|
|
|
|
||||||
Supplemental cash flow information:
|
|
|
|
|
|
|
||||||
Cash paid during the period for interest excluding payment of accumulated payment-in-kind interest on the Second Lien Facility paid on December 8, 2017 of $17.7 million.
|
|
$
|
11,589,192
|
|
|
$
|
10,257,766
|
|
|
$
|
9,911,793
|
|
|
|
For the Years Ended
|
|||||
|
|
December 31, 2017
|
|
December 31, 2016
|
|
December 31, 2015
|
|
Charterer
|
|
|
|
|
|
|
|
Charterer A*
|
|
—
|
|
—
|
|
17.2
|
%
|
(a)
|
Principles of Consolidation:
The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles and include the accounts of Eagle Bulk Shipping Inc. and its wholly-owned subsidiaries. All intercompany balances and transactions were eliminated upon consolidation.
|
(b)
|
Use of Estimates:
The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include vessel valuations, residual value of vessels, the useful lives of vessels, the value of stock-based compensation and the fair value of derivatives. Actual results could differ from those estimates.
|
(c)
|
Other Comprehensive loss:
The Company records the fair value of interest rate swaps and foreign currency swaps designated as hedges as an asset or liability on the balance sheet. The effective portion of the swap is recorded in accumulated other comprehensive loss. Historically, the Company also recorded the unrealized gains and losses on its available for sale investments in accumulated other comprehensive loss. The Company did
not
have any swaps or available for sale investments as of
December 31, 2017
and
2016
.
|
(d)
|
Cash, Cash Equivalents and Restricted Cash:
The Company considers liquid investments such as time deposits and certificates of deposit with an original maturity of three months or less at the time of purchase to be cash equivalents. Restricted Cash amounting to $
74,917
is collateralizing a letter of credit as of
December 31, 2017
and
December 31, 2016
, respectively.
|
(e)
|
Accounts Receivable:
Accounts receivable includes receivables from charterers for hire and voyage charterers. At each balance sheet date, all potentially uncollectible accounts are assessed for purposes of determining the appropriate provision for doubtful accounts.
|
(f)
|
Insurance Claims:
Insurance claims are recorded as incurred and represent the claimable expenses, net of deductibles, incurred through each balance sheet date, which are expected to be recovered from insurance companies.
|
(g)
|
Inventories:
Inventories, which consist of bunkers, are stated at the lower of cost and net realizable value. Cost is determined on a first-in, first-out method. Lubes and spares are expensed as incurred. We adopted Accounting Standard Update No. 2015-11, “Simplifying the Measurement of Inventory” prospectively effective January 1, 2017 that requires the inventory to be measured at the lower of cost and net realizable value. There was no impact on the consolidated financial statements as a result of the adoption of the new accounting standard.
|
(h)
|
Short-term Investments:
The Company considers liquid investments such as certificate of deposits with an original maturity of greater than three months as investments. As of December 31, 2017, the Company had
$4.5 million
in a certificate of deposit with an original maturity of one year. Prior to December
2016
, the Company held an investment in the capital stock of Korea Line Corporation (“KLC”). This investment was designated as Available For Sale (“AFS”)
|
(i)
|
Vessels and vessel improvements, at cost:
Vessels are stated at cost, which consists of the contract price, and other direct costs relating to acquiring and placing the vessels in service. Major vessel improvements are capitalized and depreciated over the remaining useful lives of the vessels. Depreciation is calculated on a straight-line basis over the estimated useful lives of the vessels based on the cost of the vessels reduced by the estimated scrap value of the vessels as discussed below.
|
(j)
|
Vessel lives and Impairment of Long-Lived Assets:
The Company estimates the useful life of the Company's vessels to be
25 years
from the date of initial delivery from the shipyard to the original owner. The useful lives of the Company's vessels are evaluated to determine if events have occurred which would require modification to their useful lives. In addition, the Company estimates the scrap value of the vessels to be
$300
per light weight ton ("lwt") based on the
15
-year average scrap value of steel.
|
(k)
|
Accounting for Drydocking Costs:
The Company follows the deferral method of accounting for drydocking costs whereby actual costs incurred are deferred and are amortized on a straight-line basis over the period through the date the next drydocking is required to become due, generally
30 months
if the vessels are
15 years
old or more and
60 months
for the vessels younger than
15 years
. Costs deferred as part of the drydocking include direct costs that are incurred as part of the drydocking to meet regulatory requirements. Certain costs are capitalized during drydocking if they are expenditures that add economic life to the vessel, increase the vessel’s earnings capacity or improve the vessel’s efficiency. Direct costs that are deferred include the shipyard costs, parts, inspection fees, steel, blasting and painting. Expenditures for normal maintenance and repairs, whether incurred as part of the drydocking or not, are expensed as incurred. Unamortized drydocking costs of vessels that are sold are written off and included in the calculation of the resulting gain or loss in the year of the vessels’ sale. Unamortized drydocking costs are written off as drydocking expense if the vessels are drydocked before the expiration of the applicable amortization period.
|
(l)
|
Deferred Financing Costs:
Fees incurred for obtaining new loans or refinancing existing ones are deferred and amortized to interest expense over the life of the related debt using the effective interest method. Unamortized deferred financing costs are written off when the related debt is repaid or refinanced and such amounts are expensed in the period the repayment or refinancing is made. Such amounts are classified as a reduction of the long-term debt balance on the consolidated balance sheets. For our Super Senior Revolver Facility, as
no
amounts have been drawn, deferred financing fees of
$190,000
have been classified as a non-current asset on the Consolidated Balance Sheet.
|
(m)
|
Other fixed assets:
Other fixed assets are stated at cost less accumulated depreciation. Depreciation is based on a straight-line basis over the estimated useful life of the asset. Other fixed assets consist principally of leasehold improvements, computers and software and are depreciated over
3
-
10 years
.
|
(n)
|
Accounting for Revenues and Expenses
: Revenues generated from time charters and/or revenues generated from profit sharing arrangements are recognized on a straight-line basis over the term of the respective time charter agreements as service is provided and the profit sharing is fixed and determinable. Revenues generated from time charters linked to the Baltic Supramax index and/or revenues generated from profit sharing arrangements are recognized over the term of the respective time charter agreements as service is provided and the profit sharing is fixed and determinable.
|
(o)
|
Unearned Charter Hire Revenue:
Unearned charter hire revenue represents cash received from charterers prior to the time such amounts are earned. These amounts are recognized as revenue as services are provided in future periods.
|
(p)
|
Repairs and Maintenance:
All repair and maintenance expenses are expensed as incurred and are recorded in Vessel Expenses.
|
(q)
|
Protection and Indemnity Insurance:
The Company’s Protection and Indemnity Insurance is subject to additional premiums referred to as "back calls" or "supplemental calls" which are accounted for on an accrual basis and are recorded in Vessel Expenses.
|
(r)
|
Earnings Per Share:
Basic earnings per share is computed by dividing the net income or loss by the weighted average number of common shares outstanding during the period. Diluted earnings per share reflects the impact of stock options, warrants and restricted stock under the treasury stock method unless their impact is anti-dilutive.
|
(s)
|
Interest Rate Risk Management:
The Company is exposed to the impact of interest rate changes for outstanding debt under the New First Lien Facility and the Ultraco Debt Facility. The Company's objective is to manage the impact of interest rate changes on earnings and cash flows of its borrowings. The Company may use interest rate swaps to manage net exposure to interest rate changes related to its borrowings.
|
(t)
|
Federal Taxes:
The Company is a Republic of the Marshall Islands Corporation. For the years ended December 31, 2017 and 2016, the Company believes that its operations qualify for Internal Revenue Code Section 883 exemption and therefore are not subject to United States federal taxes on United States source shipping income. The Company recorded
$0.6 million
in such taxes as component of voyage expenses for the year ended December 31, 2016 which were reversed in second quarter of 2017 upon the determination that the Company qualified for Internal Revenue Code Section 883 exemption. For the year ended December 31, 2015, the Company did not qualify for the Section 883 exemption and therefore incurred taxes of
$0.3 million
on United States source shipping income which was included in voyage expenses in the consolidated statements of operations.
|
(u)
|
Restructuring charges
: Restructuring charges consist of professional fees for advisors and attorneys who assisted the Company in the debt restructuring relative to the First Lien Facility in
2016
.
|
(
v)
|
Stock-based compensation:
The Company issues stock-based compensation utilizing both stock options and stock grants. Stock-based compensation is recognized using the fair value of the award at the date of grant over the period of vesting on a straight-line basis using the graded vesting method. Forfeitures are recognized as they occur.
|
|
December 31, 2017
|
|
December 31, 2016
|
||||
|
|
|
|
||||
Vessel and vessel improvements at the beginning of the year
|
$
|
567,592,950
|
|
|
$
|
733,960,731
|
|
Advance paid for purchase of Singapore Eagle at December 31, 2016
|
1,926,886
|
|
|
—
|
|
||
Purchase of Vessels and vessel improvements
|
174,400,746
|
|
|
19,860,401
|
|
||
Disposal of Vessels
|
(15,218,633
|
)
|
|
(13,102,860
|
)
|
||
Reclassification to vessels held for sale
|
(9,316,095
|
)
|
|
(8,688,601
|
)
|
||
Depreciation Expense
|
(29,149,435
|
)
|
|
(35,408,859
|
)
|
||
Vessel impairment charge
|
$
|
—
|
|
|
$
|
(129,027,862
|
)
|
Vessels and Vessel Improvements, at December 31, 2017
|
$
|
690,236,419
|
|
|
$
|
567,592,950
|
|
|
|
December 31, 2017
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||
Beginning Balance
|
|
$
|
11,507,309
|
|
|
$
|
11,146,009
|
|
|
$
|
1,960,792
|
|
Drydocking costs
|
|
2,579,111
|
|
|
3,688,711
|
|
|
11,141,561
|
|
|||
Drydock amortization
|
|
(4,336,669
|
)
|
|
(3,327,411
|
)
|
|
(1,956,344
|
)
|
|||
Ending Balance
|
|
$
|
9,749,751
|
|
|
$
|
11,507,309
|
|
|
$
|
11,146,009
|
|
|
|
December 31, 2017
|
|
December 31, 2016
|
||||
Vessel and voyage expenses
|
|
$
|
5,373,389
|
|
|
$
|
6,986,486
|
|
General and administrative expenses
|
|
6,050,078
|
|
|
3,446,113
|
|
||
Other expenses
|
|
386,899
|
|
|
1,112,848
|
|
||
Balance
|
|
$
|
11,810,366
|
|
|
$
|
11,545,447
|
|
|
|
December 31, 2017
|
|
December 31, 2016
|
||||
First Lien Facility / Exit Financing Facility*
|
|
$
|
—
|
|
|
$
|
209,099,000
|
|
Debt issuance costs - First Lien / Exit Financing Facility
|
|
—
|
|
|
(4,746,682
|
)
|
||
First Lien Facility / Exit Financing Facility net of debt issuance costs
|
|
—
|
|
|
204,352,318
|
|
||
Second Lien Facility
|
|
—
|
|
|
67,327,843
|
|
||
Debt discount and Debt issuance costs - Second Lien Facility
|
|
—
|
|
|
(15,736,617
|
)
|
||
Second Lien Facility, net of debt discount and debt issuance costs
|
|
—
|
|
|
51,591,226
|
|
||
Norwegian Bond Debt
|
|
200,000,000
|
|
|
—
|
|
||
Debt discount and debt issuance costs - Norwegian Bond Debt
|
|
(6,049,671
|
)
|
|
—
|
|
||
Norwegian Bond Debt, net of debt discount and debt issuance costs
|
|
193,950,329
|
|
|
—
|
|
||
New First Lien Facility *
|
|
65,000,000
|
|
|
—
|
|
||
Debt discount and debt issuance costs - New First Lien Facility
|
|
(1,241,815
|
)
|
|
—
|
|
||
New First Lien Facility, net of debt discount and debt issuance costs
|
|
63,758,185
|
|
|
—
|
|
||
Ultraco Debt Facility
|
|
61,200,000
|
|
|
—
|
|
||
Debt discount and debt issuance costs - Ultraco Debt Facility
|
|
(1,224,838
|
)
|
|
—
|
|
||
Ultraco Debt Facility, net of debt discount and debt issuance costs
|
|
59,975,162
|
|
|
—
|
|
||
Less: Current Portion - Norwegian Bond Debt
|
|
(4,000,000
|
)
|
|
—
|
|
||
Total long-term debt
|
|
$
|
313,683,676
|
|
|
$
|
255,943,544
|
|
Period
|
|
Redemption Price
|
First Call Date to, but not including, the Interest Payment Date in November 2020
|
|
104.125%
|
Interest Payment Date in November 2020 to but not including, the Interest Payment Date in May 2021
|
|
103.3%
|
Interest Payment Date in May 2021 to, but not including, the Interest Payment Date in November 2021
|
|
102.475%
|
Interest Payment Date in November 2021 to, but not including, the Interest Payment Date in May 2022
|
|
101.65%
|
Interest Payment Date in May 2022 to, but not including, the Maturity Date
|
|
100%
|
|
|
For the Years Ended
|
||||||||||
|
|
December 31, 2017
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||
First Lien Facility / Exit Financing Facility interest
|
|
$
|
10,305,275
|
|
|
$
|
9,938,822
|
|
|
$
|
9,781,106
|
|
Amortization of debt discount and debt issuance costs
|
|
5,927,984
|
|
|
4,532,481
|
|
|
2,146,316
|
|
|||
Payment in kind interest on Second Lien Facility
|
|
10,098,401
|
|
|
7,327,843
|
|
|
—
|
|
|||
Ultraco Debt Facility interest
|
|
1,269,581
|
|
|
—
|
|
|
—
|
|
|||
Norwegian Bond Debt interest
|
|
1,558,333
|
|
|
—
|
|
|
—
|
|
|||
New First Lien Facility interest
|
|
209,420
|
|
|
—
|
|
|
—
|
|
|||
Commitment fees - Super Senior Revolver Facility
|
|
8,000
|
|
|
—
|
|
|
—
|
|
|||
Total Interest Expense
|
|
$
|
29,376,994
|
|
|
$
|
21,799,146
|
|
|
$
|
11,927,422
|
|
|
|
Norwegian Bond Debt
|
|
New First Lien Facility
|
|
Ultraco Debt Facility
|
|
Total
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
2018
|
|
$
|
4,000,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,000,000
|
|
2019
|
|
8,000,000
|
|
|
10,750,000
|
|
|
8,011,350
|
|
|
26,761,350
|
|
||||
2020
|
|
8,000,000
|
|
|
8,600,000
|
|
|
6,409,080
|
|
|
23,009,080
|
|
||||
2021
|
|
8,000,000
|
|
|
8,600,000
|
|
|
6,409,080
|
|
|
23,009,080
|
|
||||
2022
|
|
172,000,000
|
|
|
37,050,000
|
|
|
40,370,490
|
|
|
249,420,490
|
|
||||
|
|
$
|
200,000,000
|
|
|
$
|
65,000,000
|
|
|
$
|
61,200,000
|
|
|
$
|
326,200,000
|
|
|
|
|
|
Amount of gain/(loss)
|
||||||||||
|
|
|
|
For the Years Ended
|
||||||||||
Derivatives not designated as hedging instruments
|
|
Location of gain/(loss) recognized
|
|
December 31, 2017
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||
FFAs
|
|
Other income/(expense)
|
|
$
|
(284,097
|
)
|
|
$
|
(541,677
|
)
|
|
$
|
—
|
|
Bunker swaps
|
|
Other income/(expense)
|
|
413,577
|
|
|
—
|
|
|
—
|
|
|||
Commissions
|
|
Other income/(expense)
|
|
(91,575
|
)
|
|
(19,818
|
)
|
|
—
|
|
|||
Total
|
|
$
|
37,905
|
|
|
$
|
(561,495
|
)
|
|
$
|
—
|
|
Derivatives not designated as hedging instruments
|
Balance Sheet Location
|
Fair value of derivatives
|
||||||
|
|
December 31, 2017
|
|
|
December 31, 2016
|
|
||
|
|
|
|
|
||||
FFAs - Unrealized loss
|
Fair value of Derivatives
|
$
|
(73,170
|
)
|
|
$
|
—
|
|
Bunker Swaps - Unrealized gain
|
Other current assets
|
128,845
|
|
|
—
|
|
||
|
|
$
|
55,675
|
|
|
$
|
—
|
|
|
|
|
Fair Value
|
||||||||
|
Carrying Value
|
|
Level 1
|
|
Level 2
|
||||||
December 31, 2017
|
|
|
|
|
|
||||||
Assets
|
|
|
|
|
|
||||||
Cash and cash equivalents (1)
|
$
|
56,325,961
|
|
|
$
|
56,325,961
|
|
|
—
|
|
|
Short-term investment
|
$
|
4,500,000
|
|
|
—
|
|
|
$
|
4,500,000
|
|
|
Liabilities
|
|
|
|
|
|
||||||
Norwegian Bond Debt *
|
$
|
189,950,329
|
|
|
—
|
|
|
$
|
200,990,000
|
|
|
New First Lien Facility **
|
$
|
63,758,185
|
|
|
—
|
|
|
$
|
65,000,000
|
|
|
Ultraco Debt Facility **
|
$
|
59,975,162
|
|
|
—
|
|
|
$
|
61,200,000
|
|
|
|
|
Fair Value
|
|||||||
|
Carrying Value
|
|
Level 1
|
|
Level 2
|
|||||
December 31, 2016
|
|
|
|
|
|
|||||
Assets
|
|
|
|
|
|
|||||
Cash and cash equivalents (1)
|
$
|
76,591,027
|
|
|
76,591,027
|
|
|
—
|
|
|
Liabilities
|
|
|
|
|
|
|||||
First Lien Facility
|
$
|
204,352,318
|
|
|
—
|
|
|
$
|
209,099,000
|
|
Second Lien Facility
|
$
|
51,591,226
|
|
|
—
|
|
|
$
|
67,327,843
|
|
2018
|
$
|
576
|
|
2019
|
420
|
|
|
2020
|
420
|
|
|
2021
|
420
|
|
|
2022
|
420
|
|
|
Thereafter
|
209
|
|
|
Total
|
$
|
2,465
|
|
|
|
For the Years Ended
|
||||||||||
|
|
December 31, 2017
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||
Net loss
|
|
$
|
(43,796,685
|
)
|
|
$
|
(223,522,435
|
)
|
|
$
|
(148,296,965
|
)
|
Weighted Average Shares-Basic
|
|
69,182,302
|
|
|
20,565,652
|
|
|
1,880,116
|
|
|||
Dilutive effect of stock options, warrants and restricted stock units
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Weighted Average Shares - Diluted
|
|
69,182,302
|
|
|
20,565,652
|
|
|
1,880,116
|
|
|||
Basic loss per share
|
|
$
|
(0.63
|
)
|
|
$
|
(10.87
|
)
|
|
$
|
(78.88
|
)
|
Diluted loss per share
|
|
$
|
(0.63
|
)
|
|
$
|
(10.87
|
)
|
|
$
|
(78.88
|
)
|
|
|
Restricted shares
1
|
|
Price on
grant date
|
|
Aggregate
fair value
(in millions)
|
|
Vesting Terms
|
|||||
Balance outstanding as of January 1, 2015
|
|
45,045
|
|
|
$
|
308.58
|
|
|
$
|
13.9
|
|
|
25% annually over four year term
|
Granted on June 12, 2015
|
|
2,750
|
|
|
$
|
179.60
|
|
|
$
|
0.5
|
|
|
25% annually over four year term
|
Granted on June 12, 2015
|
|
16,250
|
|
|
$
|
117.40
|
|
|
$
|
1.9
|
|
|
100% on third anniversary date
|
Granted on November 13, 2015
|
|
5,000
|
|
|
$
|
78.40
|
|
|
$
|
0.4
|
|
|
100% on third anniversary date
|
Vested during 2015
|
|
(2,433
|
)
|
|
|
|
|
|
|
||||
Forfeited during 2015
|
|
(35,457
|
)
|
|
|
|
$
|
(11.2
|
)
|
|
|
||
Balance outstanding as of December 31, 2015
|
|
31,155
|
|
|
$
|
174.48
|
|
|
$
|
5.5
|
|
|
|
Granted on November 7, 2016
2
|
|
131,197
|
|
|
$
|
4.24
|
|
|
$
|
0.6
|
|
|
100% on first anniversary date
|
Granted on December 15, 2016
2
|
|
50,000
|
|
|
$
|
5.90
|
|
|
$
|
0.3
|
|
|
100% on third anniversary date
|
Issued on June 12, 2016
|
|
(688
|
)
|
|
|
|
|
|
|
|
|
||
Cancelled on December 15, 2016
3
|
|
(21,250
|
)
|
|
|
|
|
$
|
(1.4
|
)
|
|
|
|
Forfeited during 2016
|
|
(4,741
|
)
|
|
|
|
|
$
|
(1.4
|
)
|
|
|
|
Balance outstanding as of December 31, 2016
|
|
185,673
|
|
|
$
|
19.58
|
|
|
$
|
3.6
|
|
|
|
Vested during 2017
|
|
(133,452
|
)
|
|
|
|
|
|
|
||||
Forfeitures during 2017
|
|
(81
|
)
|
|
|
|
|
|
|
||||
Balance outstanding as of December 31, 2017
|
|
52,140
|
|
|
$
|
42.19
|
|
|
$
|
2.2
|
|
|
|
|
|
Options
|
|
Weighted Average Exercise
Price
|
|
Expiration
|
|
Risk free
interest
rate
|
|
Volatility
|
|
Dividend %
|
|
Fair Value of Options
on grant date
|
|
Aggregate fair value (in millions)
|
|
Expected Term and vesting conditions
|
||||||||||
Balance outstanding as of January 1, 2015
|
|
123,874
|
|
|
$
|
439.09
|
|
|
5
|
|
1.4%
|
|
44
|
%
|
|
—
|
%
|
|
$
|
87.02
|
|
|
$
|
10.78
|
|
|
4.75 years and 25% vesting annually over four year term
|
|
Granted on September 29, 2015**
|
|
16,250
|
|
|
$
|
117.40
|
|
|
5
|
|
1.09%
|
|
42
|
%
|
|
0
|
%
|
|
$
|
38.38
|
|
|
$
|
0.63
|
|
|
3.75 years and 25% vesting annually over four year term
|
|
Granted on September 29, 2015**
|
|
16,250
|
|
|
$
|
260.00
|
|
|
5
|
|
1.09%
|
|
42
|
%
|
|
0
|
%
|
|
$
|
12.32
|
|
|
$
|
0.20
|
|
|
3.75 years and 25% vesting annually over four year term
|
|
Granted on November 15, 2015**
|
|
5,000
|
|
|
$
|
78.40
|
|
|
5
|
|
1.37
|
%
|
|
43
|
%
|
|
0
|
%
|
|
$
|
26.49
|
|
|
$
|
0.10
|
|
|
3.75 years and 25% vesting annually over four year term
|
Granted on November 15, 2015**
|
|
5,000
|
|
|
$
|
260.00
|
|
|
5
|
|
1.37
|
%
|
|
43
|
%
|
|
0
|
%
|
|
$
|
4.05
|
|
|
$
|
0.02
|
|
|
3.75 years and 25% vesting annually over four year term
|
Forfeited during 2015
|
|
(97,507
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
(8.89
|
)
|
|
|
|||||||
Vested during 2015
|
|
(6,591
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
(0.47
|
)
|
|
|
|||||||
Balance outstanding as of December 31, 2015
|
|
62,276
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
2.37
|
|
|
3.75 years and 25% vesting annually over four year term
|
|||||||
Forfeited during 2016
|
|
(13,038
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
(0.92
|
)
|
|
|
||
Cancelled on December 15, 2016**
|
|
(42,500
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
(0.67
|
)
|
|
|
||
Balance outstanding as of December 31, 2016
|
|
6,738
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
0.78
|
|
|
|
||
Vested during 2017
|
|
(3,369
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
(0.39
|
)
|
|
|
|||||||
Forfeited during 2017
|
|
(454
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
(0.05
|
)
|
|
|
|||||||
Balance outstanding as of December 31, 2017
|
|
2,915
|
|
|
$
|
116.64
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
0.34
|
|
|
|
|
|
Restricted shares
*
|
|
Fair value
on
grant
date
|
|
Aggregate
fair value
(in millions)
|
|
Vesting Terms
|
|||||
Granted on November 7, 2016
|
|
233,863
|
|
|
$
|
4.24
|
|
|
$
|
1.0
|
|
|
100% vesting on third anniversary date
|
Balance outstanding as of December 31, 2017 (Successor)*
|
|
233,863
|
|
|
$
|
4.24
|
|
|
$
|
1.0
|
|
|
|
|
|
Options**
|
|
Weighted Average Exercise
Price **
|
|
Expiration
|
|
Risk free
interest
rate
|
|
Volatility
|
|
Dividend %
|
|
Fair
Value of
Options
on grant
date
|
|
Aggregate
fair value
(in millions)
|
|
Expected Term and vesting conditions
|
||||||||||
Granted on November 7, 2016
|
|
280,000
|
|
|
$
|
4.28
|
|
|
5
|
|
1.10
|
%
|
|
61
|
%
|
|
—
|
%
|
|
$
|
1.91
|
|
|
$
|
0.53
|
|
|
3.75 years and 25% vesting annually over four year term
|
Vested during 2017
|
|
(70,000
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
(0.13
|
)
|
|
|
|||||||
Balance outstanding as of December 31, 2017
|
|
210,000
|
|
|
$
|
4.28
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
1.91
|
|
|
$
|
0.40
|
|
|
|
|
|
Restricted shares *
|
|
Weighted Average Fair value on grant date
|
|
Aggregate
fair value
(in
millions)
|
|
Vesting Terms
|
|||||
Granted on December 15, 2016
|
|
760,056
|
|
|
$
|
5.90
|
|
|
$
|
4.40
|
|
|
100% on September 1, 2018
|
Granted on December 15, 2016
|
|
233,869
|
|
|
5.90
|
|
|
1.38
|
|
|
100% on October 14, 2018
|
||
Balance outstanding as of December 31, 2016
|
|
993,925
|
|
|
|
|
|
5.78
|
|
|
|
||
Issued on March 1, 2017
|
|
429,750
|
|
|
5.47
|
|
|
2.35
|
|
|
33% vesting annually over three year term
|
||
Issued on June 1, 2017
|
|
18,000
|
|
|
4.64
|
|
|
0.08
|
|
|
100% vesting on third anniversary date
|
||
Forfeited during 2017
|
|
(10,750
|
)
|
|
|
|
|
|
|
||||
Balance outstanding as of December 31, 2017
|
|
1,430,925
|
|
|
5.73
|
|
|
$
|
8.20
|
|
|
|
|
|
Options*
|
|
Weighted AverageExercise
Price
|
|
Expiration
|
|
Risk free
interest rate
|
|
Volatility
|
|
Dividend %
|
|
Fair
Value
of
Options
on grant
date
|
|
Aggregate fair
value
(in millions)
|
|
Expected Term and Vesting conditions
|
||||||||||
Granted on December 15, 2016 **
|
|
1,266,476
|
|
|
$
|
4.28
|
|
|
5
|
|
1.79
|
%
|
|
62
|
%
|
|
—
|
%
|
|
$
|
3.12
|
|
|
$
|
3.96
|
|
|
3.15 years and 25% vesting annually
|
Granted on December 15, 2016 **
|
|
389,695
|
|
|
$
|
4.28
|
|
|
5
|
|
1.79
|
%
|
|
62
|
%
|
|
—
|
%
|
|
$
|
3.14
|
|
|
$
|
1.21
|
|
|
3.15 years and 25% vesting annually
|
Balance outstanding as of December 31, 2016
|
|
1,656,171
|
|
|
$
|
4.28
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
5.17
|
|
|
|
|
Issued on March 1, 2017
|
|
337,000
|
|
|
$
|
5.56
|
|
|
5
|
|
1.72
|
%
|
|
63.5
|
%
|
|
—
|
%
|
|
$
|
2.60
|
|
|
$
|
0.90
|
|
|
3.75 years and 25% vesting annually over four year term
|
Issued on June 1, 2017
|
|
18,000
|
|
|
$
|
4.71
|
|
|
5
|
|
1.56
|
%
|
|
64.7
|
%
|
|
—
|
%
|
|
$
|
2.23
|
|
|
$
|
0.04
|
|
|
3.75 years and 25% vesting annually over four year term
|
Vested during 2017
|
|
(828,085
|
)
|
|
$
|
4.28
|
|
|
|
|
|
|
|
|
|
|
$
|
3.12
|
|
|
$
|
(2.60
|
)
|
|
|
|||
Forfeitures during 2017
|
|
(3,000
|
)
|
|
$
|
5.56
|
|
|
|
|
|
|
|
|
|
|
$
|
2.60
|
|
|
$
|
(0.08
|
)
|
|
|
|||
Balance outstanding as of December 31, 2017
|
|
1,180,086
|
|
|
$
|
4.65
|
|
|
|
|
|
|
|
|
|
|
$
|
2.91
|
|
|
$
|
3.43
|
|
|
|
|
|
For the Years Ended
|
||||||||||
|
|
December 31, 2017
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||
Stock awards /stock option plans
|
|
$
|
8,738,615
|
|
|
$
|
2,206,690
|
|
|
$
|
3,969,989
|
|
|
|
|
|
|
|
|
||||||
Total stock-based compensation expense
|
|
$
|
8,738,615
|
|
|
$
|
2,206,690
|
|
|
$
|
3,969,989
|
|
|
|
Three Months
ended
March 31
|
|
Three Months
ended
June
30
|
|
Three Months
ended
September 30
|
|
Three Months ended December 31,
|
||||||||
Revenues
|
|
$
|
45,855,057
|
|
|
$
|
53,631,224
|
|
|
$
|
62,710,903
|
|
|
$
|
74,587,441
|
|
Total Operating expenses
|
|
50,361,713
|
|
|
53,938,837
|
|
|
64,624,733
|
|
|
67,999,398
|
|
||||
Operating (loss) income
|
|
(4,506,656
|
)
|
|
(307,613
|
)
|
|
(1,913,830
|
)
|
|
6,588,043
|
|
||||
Net loss *
|
|
(11,068,448
|
)
|
|
(5,888,466
|
)
|
|
(10,255,346
|
)
|
|
(16,584,425
|
)
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Basic Loss Per Share
|
|
$
|
(0.17
|
)
|
|
$
|
(0.08
|
)
|
|
$
|
(0.15
|
)
|
|
$
|
(0.24
|
)
|
Diluted Loss Per Share
|
|
$
|
(0.17
|
)
|
|
$
|
(0.08
|
)
|
|
$
|
(0.15
|
)
|
|
$
|
(0.24
|
)
|
|
|
Three Months
ended
March 31
|
|
|
Three Months
ended
June 30
|
|
Three Months
ended
September 30
|
|
Three Months ended December 31,
|
|
||||||||
Revenues
|
|
$
|
21,278,288
|
|
|
|
$
|
25,590,434
|
|
|
$
|
35,788,181
|
|
|
$
|
41,835,941
|
|
|
Total Operating Expenses
|
|
57,742,766
|
|
(a)
|
|
42,882,423
|
|
|
47,512,409
|
|
|
177,607,218
|
|
(b)
|
||||
Operating Loss
|
|
(36,464,478
|
)
|
|
|
(17,291,989
|
)
|
|
(11,724,228
|
)
|
|
(135,771,277
|
)
|
|
||||
Net Loss
|
|
(39,278,670
|
)
|
|
|
(22,495,573
|
)
|
|
(19,359,044
|
)
|
|
(142,389,148
|
)
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Basic Loss Per Share
|
|
$
|
(20.77
|
)
|
|
|
$
|
(9.98
|
)
|
|
$
|
(0.65
|
)
|
|
$
|
(2.96
|
)
|
|
Diluted Loss Per Share
|
|
$
|
(20.77
|
)
|
|
|
$
|
(9.98
|
)
|
|
$
|
(0.65
|
)
|
|
$
|
(2.96
|
)
|
|
a.
|
Includes impairment charge of $6,167,262.
|
b.
|
Includes impairment charge of $122,860,600.
|
|
|
December 31, 2017
|
|
December 31, 2016
|
||||
ASSETS:
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
17,583,085
|
|
|
$
|
62,326,786
|
|
Prepaid expenses
|
|
13,758
|
|
|
376,215
|
|
||
Total current assets
|
|
17,596,843
|
|
|
62,703,001
|
|
||
Noncurrent assets:
|
|
|
|
|
||||
Investment in subsidiaries*
|
|
444,908,264
|
|
|
338,340,211
|
|
||
Other assets
|
|
—
|
|
|
310,000
|
|
||
Total noncurrent assets
|
|
444,908,264
|
|
|
338,650,211
|
|
||
Total assets
|
|
$
|
462,505,107
|
|
|
$
|
401,353,212
|
|
LIABILITIES & STOCKHOLDERS' EQUITY
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Accounts payable
|
|
$
|
50,894
|
|
|
$
|
189,039
|
|
Other accrued liabilities
|
|
1,289,180
|
|
|
681,534
|
|
||
Total current liabilities
|
|
1,340,074
|
|
|
870,573
|
|
||
Noncurrent liabilities :
|
|
|
|
|
||||
Total liabilities
|
|
1,340,074
|
|
|
870,573
|
|
||
Commitment and contingencies
|
|
|
|
|
|
|
||
Stockholders' equity:
|
|
|
|
|
||||
Preferred stock, $.01 par value, 25,000,000 shares authorized, none issued as of December 31, 2017 and 2016
|
|
—
|
|
|
—
|
|
||
Common stock, $.01 par value, 700,000,000 shares authorized, 70,394,307 and 48,106,827 shares issued and outstanding as of December 31, 2017 and 2016, respectively
|
|
703,944
|
|
|
481,069
|
|
||
Additional paid-in capital
|
|
887,625,902
|
|
|
783,369,698
|
|
||
Accumulated deficit
|
|
(427,164,813
|
)
|
|
(383,368,128
|
)
|
||
Total stockholders' equity
|
|
461,165,033
|
|
|
400,482,639
|
|
||
Total liabilities and stockholders' equity
|
|
$
|
462,505,107
|
|
|
$
|
401,353,212
|
|
|
|
For the Years Ended
|
||||||||||
|
|
December 31, 2017
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||
General and administrative expenses
|
|
$
|
2,693,520
|
|
|
$
|
2,101,094
|
|
|
$
|
2,554,795
|
|
Total operating expenses
|
|
2,693,520
|
|
|
2,101,094
|
|
|
2,554,795
|
|
|||
Operating loss
|
|
(2,693,520
|
)
|
|
(2,101,094
|
)
|
|
(2,554,795
|
)
|
|||
|
|
|
|
|
|
|
||||||
Interest expense
|
|
—
|
|
|
2,817,646
|
|
|
11,927,422
|
|
|||
Interest income
|
|
(379,374
|
)
|
|
(215,433
|
)
|
|
(6,222
|
)
|
|||
Other expense
|
|
—
|
|
|
125,255
|
|
|
—
|
|
|||
Total other expense (income), net
|
|
(379,374
|
)
|
|
2,727,468
|
|
|
11,921,200
|
|
|||
|
|
|
|
|
|
|
||||||
Equity in net loss of subsidiaries*
|
|
(41,482,539
|
)
|
|
(218,693,873
|
)
|
|
(133,820,970
|
)
|
|||
Net loss
|
|
$
|
(43,796,685
|
)
|
|
$
|
(223,522,435
|
)
|
|
$
|
(148,296,965
|
)
|
|
|
|
|
|
|
|
||||||
Weighted average shares outstanding:
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
||||||
Basic
|
|
69,182,302
|
|
|
20,565,652
|
|
|
1,880,116
|
|
|||
Diluted
|
|
69,182,302
|
|
|
20,565,652
|
|
|
1,880,116
|
|
|||
|
|
|
|
|
|
|
||||||
Per share amounts:
|
|
|
|
|
|
|
||||||
Basic net loss
|
|
$
|
(0.63
|
)
|
|
$
|
(10.87
|
)
|
|
$
|
(78.88
|
)
|
Diluted net loss
|
|
$
|
(0.63
|
)
|
|
$
|
(10.87
|
)
|
|
$
|
(78.88
|
)
|
|
|
For the Years Ended
|
||||||||||
|
|
December 31, 2017
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||
Net cash used in operating activities
|
|
$
|
(2,245,856
|
)
|
|
(4,715,072
|
)
|
|
$
|
(18,496,422
|
)
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
||||||
Cash distributed to wholly-owned subsidiaries
|
|
(138,238,309
|
)
|
|
(36,853,951
|
)
|
|
(4,762,134
|
)
|
|||
Net cash used in investing activities
|
|
(138,238,309
|
)
|
|
(36,853,951
|
)
|
|
(4,762,134
|
)
|
|||
|
|
|
|
|
|
|
||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
||||||
Repayment of Term Loan
|
|
—
|
|
|
(3,906,250
|
)
|
|
(19,625,000
|
)
|
|||
Proceeds from Revolver Loan facility under Exit Financing Facility
|
|
|
|
|
—
|
|
|
40,000,000
|
|
|||
Proceeds from common stock placement, net of issuance costs
|
|
96,030,003
|
|
|
85,700,535
|
|
|
—
|
|
|||
Financing costs paid to lenders
|
|
—
|
|
|
—
|
|
|
(500,000
|
)
|
|||
Cash used to settle net share equity awards
|
|
(289,539
|
)
|
|
(2,938
|
)
|
|
(1,419,229
|
)
|
|||
|
|
|
|
|
|
|
||||||
Net cash provided by financing activities
|
|
95,740,464
|
|
|
81,791,347
|
|
|
18,455,771
|
|
|||
Net increase/(decrease) in cash and cash equivalents
|
|
(44,743,701
|
)
|
|
40,222,324
|
|
|
(4,802,785
|
)
|
|||
Cash and cash equivalents at beginning of year
|
|
62,326,786
|
|
|
22,104,462
|
|
|
26,907,247
|
|
|||
Cash and cash equivalents at end of year
|
|
$
|
17,583,085
|
|
|
$
|
62,326,786
|
|
|
$
|
22,104,462
|
|
|
|
|
|
|
|
|
||||||
Supplemental cash flow information:
|
|
|
|
|
|
|
||||||
Cash paid during the period for interest
|
|
$
|
—
|
|
|
$
|
2,529,674
|
|
|
$
|
9,911,793
|
|
(i)
|
adding the following new definition thereto in the proper alphabetical order:
|
(ii)
|
amending the following definition thereto:
|
Incremental Lenders
|
Incremental Commitments
|
ABN AMRO CAPITAL USA LLC
|
$2,866,666.67
|
DVB BANK SE, AMSTERDAM BRANCH
|
$2,866,666.67
|
SKANDINAVISKA ENSKILDA BANKEN AB (PUBL)
|
$2,866,666.66
|
Vessel
|
IMO Number
|
Build Year
|
Maximum Vessel Borrowing Amount
|
Quarterly Installment Amount
|
||||
|
|
|
|
|
||||
M/V Mystic Eagle
|
9575204
|
2013
|
$
|
6,800,000
|
|
$
|
185,611.73
|
|
M/V Southport Eagle
|
9575228
|
2013
|
$
|
6,800,000
|
|
$
|
180,640.47
|
|
M/V Stonington Eagle
|
9575151
|
2012
|
$
|
6,000,000
|
|
$
|
178,338.76
|
|
M/V Greenwich Eagle
|
9575266
|
2013
|
$
|
6,800,000
|
|
$
|
174,444.76
|
|
M/V Fairfield Eagle
|
9575230
|
2013
|
$
|
6,800,000
|
|
$
|
179,076.48
|
|
M/V Groton Eagle
|
9575242
|
2013
|
$
|
6,800,000
|
|
$
|
177,488.56
|
|
Vessel
|
IMO Number
|
Build Year
|
Maximum Vessel Borrowing Amount
|
Quarterly Installment Amount
|
||||
M/V Westport Eagle
|
9705988
|
2015
|
$
|
7,600,000
|
|
$
|
171,446.23
|
|
M/V Madison Eagle
|
9575278
|
2013
|
$
|
6,800,000
|
|
$
|
172,937.57
|
|
M/V Rowayton Eagle
|
9575216
|
2013
|
$
|
6,800,000
|
|
$
|
182,285.55
|
|
Vessel
|
IMO Number
|
Build Year
|
Maximum Vessel Borrowing Amount
|
Quarterly Installment Amount
|
||||
M/V New London Eagle
|
9754991
|
2015
|
$
|
8,600,000
|
|
$
|
185,301.06
|
|
Name of Significant Subsidiary
|
Jurisdiction of Incorporation
|
Eagle Shipping LLC
|
Marshall Islands
|
Eagle Bulk Management LLC
|
Marshall Islands
|
Eagle Shipping International (USA) LLC
|
Marshall Islands
|
Eagle Ship Management LLC
|
Delaware
|
Eagle Management Consultants LLC
|
Delaware
|
Eagle Bulk Pte. Ltd.
|
Singapore
|
Eagle Bulk Holdco LLC
|
Marshall Islands
|
Eagle Bulk Shipco LLC
|
Marshall Islands
|
Eagle Bulk Ultraco LLC
|
Marshall Islands
|
Eagle Bulk (Delaware) LLC
|
Delaware
|
Eagle Bulk Europe GmbH
|
Germany
|
Avocet Shipping LLC
|
Marshall Islands
|
Bittern Shipping LLC
|
Marshall Islands
|
Canary Shipping LLC
|
Marshall Islands
|
Cardinal Shipping LLC
|
Marshall Islands
|
Condor Shipping LLC
|
Marshall Islands
|
Crane Shipping LLC
|
Marshall Islands
|
Crested Eagle Shipping LLC
|
Marshall Islands
|
Crowned Eagle Shipping LLC
|
Marshall Islands
|
Egret Shipping LLC
|
Marshall Islands
|
Fairfield Eagle LLC
|
Marshall Islands
|
Gannet Shipping LLC
|
Marshall Islands
|
Greenwich Eagle LLC
|
Marshall Islands
|
Golden Eagle Shipping LLC
|
Marshall Islands
|
Goldeneye Shipping LLC
|
Marshall Islands
|
Grebe Shipping LLC
|
Marshall Islands
|
Groton Eagle LLC
|
Marshall Islands
|
Hawk Shipping LLC
|
Marshall Islands
|
Ibis Shipping LLC
|
Marshall Islands
|
Imperial Eagle Shipping LLC
|
Marshall Islands
|
Jaeger Shipping LLC
|
Marshall Islands
|
Jay Shipping LLC
|
Marshall Islands
|
Kestrel Shipping LLC
|
Marshall Islands
|
Kingfisher Shipping LLC
|
Marshall Islands
|
Madison Eagle LLC
|
Marshall Islands
|
Kittiwake Shipping LLC
|
Marshall Islands
|
Martin Shipping LLC
|
Marshall Islands
|
Merlin Shipping LLC
|
Marshall Islands
|
Mystic Eagle LLC
|
Marshall Islands
|
New London Eagle LLC
|
Marshall Islands
|
Nighthawk Shipping LLC
|
Marshall Islands
|
Oriole Shipping LLC
|
Marshall Islands
|
Osprey Shipping LLC
|
Marshall Islands
|
Owl Shipping LLC
|
Marshall Islands
|
Peregrine Shipping LLC
|
Marshall Islands
|
Petrel Shipping LLC
|
Marshall Islands
|
Puffin Shipping LLC
|
Marshall Islands
|
Redwing Shipping LLC
|
Marshall Islands
|
Roadrunner Shipping LLC
|
Marshall Islands
|
Rowayton Eagle LLC
|
Marshall Islands
|
Sandpiper Shipping LLC
|
Marshall Islands
|
Singapore Eagle LLC
|
Marshall Islands
|
Shrike Shipping LLC
|
Marshall Islands
|
Skua Shipping LLC
|
Marshall Islands
|
Southport Eagle LLC
|
Marshall Islands
|
Sparrow Shipping LLC
|
Marshall Islands
|
Stamford Eagle LLC
|
Marshall Islands
|
Stellar Eagle Shipping LLC
|
Marshall Islands
|
Stonington Eagle LLC
|
Marshall Islands
|
Tern Shipping LLC
|
Marshall Islands
|
Thrasher Shipping LLC
|
Marshall Islands
|
Thrush Shipping LLC
|
Marshall Islands
|
Woodstar Shipping LLC
|
Marshall Islands
|
Wren Shipping LLC
|
Marshall Islands
|
Westport Eagle LLC
|
Marshall Islands
|
(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.
|
(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.
|