UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 2020
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number 001-33831
EAGLE BULK SHIPPING INC.
(Exact name of Registrant as specified in its charter)
Republic of the Marshall Islands
(State or other jurisdiction of incorporation or organization)
98-0453513
(I.R.S. Employer Identification No.)
300 First Stamford Place, 5th Floor
Stamford, Connecticut
(Address of principal executive offices)
06902
(Zip Code)
Registrant’s telephone number, including area code: (203) 276–8100
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Common Stock, par value $0.01 per share
Trading Symbol(s)
EGLE
Name of each exchange on which registered
The Nasdaq Stock Market LLC
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of
Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an
emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth
company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Smaller reporting company
☐
☒
Accelerated filer
Emerging growth company
☒
☐
Non-Accelerated filer
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new
or revised financial accounting standards provide pursuant to Section 13(a) of the Exchange Act.☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control
over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or
issued its audit report. ☒
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
The aggregate market value of the registrant’s common stock held by non-affiliates of the registrant on June 30, 2020, the last business day of the
registrant’s most recently completed second quarter, was approximately $70,031,332 based on the closing price of $15.33 per share on The Nasdaq Global
Select Market on that date. (For this purpose, all outstanding shares of common stock have been considered held by non-affiliates, other than the shares
beneficially owned by directors, officers and certain shareholders of the registrant holding above 10% of the outstanding shares of common stock; without
conceding that any of the excluded parties are "affiliates" of the registrant for purposes of the federal securities laws.)
As of March 10, 2021, 12,442,798 shares of the registrant’s common stock were outstanding.
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange
Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ☒ No ☐
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s definitive proxy statement for its 2021 annual meeting of shareholders, which will be filed with the Securities and Exchange
Commission within 120 days of December 31, 2020, are incorporated by reference into Part III of this Annual Report on Form 10-K for the registrant's
fiscal year ended December 31, 2020.
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TABLE OF CONTENTS
PART I
Item 1.
Item 1A.
Item 1B.
Item 2.
Item 3.
Item 4.
PART II
Item 5.
Item 6.
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A.
Item 9B.
PART III
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
PART IV
Item 15.
Business
Risk Factors
Unresolved Staff Comments
Properties
Legal Proceedings
Mine Safety Disclosure
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Selected Financial Data
Management's Discussion and Analysis of Financial Condition and Results of Operations
Quantitative and Qualitative Disclosures about Market Risk
Financial Statements and Supplementary Data
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Controls and Procedures
Other Information
Directors, Executive Officers and Corporate Governance
Executive Compensation
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Certain Relationships and Related Transactions, and Director Independence
Principal Accountant Fees and Services
Exhibits, Financial Statement Schedules
Signatures
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References in this Annual Report on Form 10-K (this “Form 10-K” or “Annual Report”) to “we,” “us,” “our,” “Eagle Bulk,” “Eagle”, the
“Company” and similar terms all refer to Eagle Bulk Shipping Inc. and its subsidiaries, unless otherwise stated or the context otherwise requires.
A glossary of shipping terms (the “Glossary”) that should be used as a reference when reading this Annual Report can be found immediately prior
to Item 1A. Capitalized terms that are used in this Annual Report are either defined when they are first used or in the Glossary.
All dollar amounts are stated in United States (“U.S.”) dollars unless otherwise stated.
Reverse Stock Split
Effective as of September 15, 2020, the Company completed a 1-for-7 reverse stock split (the “Reverse Stock Split”) of the Company's issued and
outstanding shares of common stock, par value $0.01 per share. Proportional adjustments were made to the Company’s issued and outstanding common
stock and to the exercise price and the number of shares issuable upon exercise of all of the Company’s outstanding warrants, the exercise price and number
of shares issuable upon exercise of the options outstanding under the Company’s equity incentive plans, and the number of shares subject to restricted stock
awards under the Company’s equity incentive plans. Furthermore, the conversion rate set forth in the indenture governing the Company’s Convertible Bond
Debt was adjusted to reflect the Reverse Stock Split. No fractional shares of common stock were issued in connection with the Reverse Stock Split.
Furthermore, if a shareholder held less than seven shares prior to the Reverse Stock Split, then such shareholder received cash in lieu of the fractional share.
All references to common stock and all per share data contained in this Annual Report have been retrospectively adjusted to reflect the Reverse Stock Split
unless explicitly stated otherwise.
Forward-Looking Statements and Risk Factor Summary
This Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the
“Securities Act”), Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Private Securities Litigation Reform Act
of 1995, and are intended to be covered by the safe harbor provided for under these sections. These statements may include words such as “believe,”
“estimate,” “project,” “intend,” “expect,” “plan,” “anticipate,” and similar expressions in connection with any discussion of the timing or nature of future
operating or financial performance or other events. Forward-looking statements reflect management's current expectations and observations with respect to
future events and financial performance.
Where we express an expectation or belief as to future events or results, such expectation or belief is expressed in good faith and believed to have
a reasonable basis. However, our forward-looking statements are subject to risks, uncertainties, and other factors, which could cause actual results to differ
materially from future results expressed, projected or implied by those forward-looking statements. The principal factors that affect our financial position,
results of operations and cash flows include charter market rates, which have declined significantly from historic highs, periods of charter hire, vessel
operating expenses and voyage costs, which are incurred primarily in U.S. dollars, depreciation expenses, which are a function of the purchase price of our
vessels and our vessels’ estimated useful lives and scrap value, general and administrative expenses, and financing costs related to our indebtedness. The
accuracy of the Company’s assumptions, expectations, beliefs and projections depends on events or conditions that change over time and are thus
susceptible to change based on actual experience, new developments and known and unknown risks. The Company gives no assurance that the forward-
looking statements will prove to be correct and does not undertake any duty to update them. Our business is subject to a number of risks that could cause
actual results to differ materially from those indicated by forward-looking statements made herein and presented elsewhere by management from time to
time. These risks are discussed more fully under “Item 1A. Risk Factors” and include, but are not limited to the following:
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changes in demand in the drybulk market, including, without limitation, changes in production of, or demand for, commodities and bulk cargoes,
generally or in particular regions;
greater than anticipated levels of drybulk vessel newbuilding orders or lower than anticipated rates of drybulk vessel scrapping;
unavailability of spot charters;
failure of our charterers or other counterparties to meet their obligations under our charter agreements;
changes in rules and regulations applicable to the drybulk industry, including, without limitation, legislation adopted by international bodies or
organizations such as the International Maritime Organization and the European Union (the “EU”) or by individual countries;
actions taken by regulatory authorities including without limitation the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”);
the global economic environment;
changes in trading patterns significantly impacting overall drybulk tonnage requirements;
increased fuel costs or bunker prices;
changes in the typical seasonal variations in drybulk charter rates and other seasonal fluctuations;
changes in the cost of other modes of bulk commodity transportation;
an over-supply of dry bulk carrier capacity across the industry may depress charter rates;
changes in general domestic and international political conditions, including China;
a decrease in the level of China's export of goods or an increase in trade protectionism globally or by certain countries;
the instability of the euro or the inability of countries to refinance their debts;
changes in the condition of the Company’s vessels or applicable maintenance or regulatory standards (which may affect, among other things, our
anticipated dry docking costs);
increased costs due to compliance with safety and other vessel requirements imposed by classification societies and complex laws and regulations,
including environmental regulations;
significant deterioration in charter hire rates from current levels or the inability of the Company to achieve its cost-cutting measures;
the duration and impact of the novel coronavirus (“COVID-19”) pandemic;
the relative cost and availability of low and high sulfur fuel oil;
our ability to realize the economic benefits or recover the cost of the scrubbers (as defined below) we have installed;
any legal proceedings which we may be involved from time to time; and other factors listed from time to time in our filings with the Securities and
Exchange Commission (the “SEC”);
the state of the global financial markets may adversely impact our ability to obtain additional financing;
the market value of our vessels are volatile and may decline;
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acts of piracy on ocean going vessels;
the imposition of sanctions by the UN, U.S., EU or other relevant authorities;
our noncompliance with international safety regulations could result in increased liability or adversely affect our insurance coverage;
increased costs due to increased inspection procedures and tighter import and export controls;
arrests of our vessels by maritime claimants;
risks associated with operating ocean-going vessels;
inherent risks of our business that might not be adequately covered by insurance;
requisitions of our vessels by governments during a period of war;
costs due to our failure to comply with the U.S. Foreign Corrupt Practices Act (the “FCPA”);
costs and reputational harm due to cyber-attacks or other security breaches;
risks of default under our loan agreements;
our failure to manage our planned growth properly or integrate newly acquired vessels;
risks associated with purchasing and operating secondhand vessels;
the loss of one or more of our significant customers;
our failure to employ our vessels profitably due to the competitive international shipping industry;
our failure to attract and retain key management personnel;
costs due to the aging of our fleet;
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technological innovations could reduce our charter hire income and the value of our vessels;
if we are required to pay tax on U.S. source income;
if we are treated as a “passive foreign investment company”;
the inability of our subsidiaries to declare or pay dividends;
costs associated with expanding our business;
losses from derivative instruments;
interest rate risks under our debt facilities;
the phase out of LIBOR on our interest rates and interest rate swaps;
our common stock might be affected by the under-developed corporate laws of the Marshall Islands;
the fluctuation of the price of our common stock;
the inactivity of the public market for our common stock;
certain shareholders own large portions of our outstanding common stock, which may limit stockholders’ ability to influence our actions;
our shareholders are limited in their ability to elect or remove directors;
our shareholders are subject to advance notice requirements for shareholder proposals and director nominations;
our organizational documents contain super majority provisions;
our organizational documents provide that disputes between us and our shareholders shall be subject to the jurisdiction of the U.S. federal courts
located in the southern District of New York.
We have based these statements on assumptions and analyses formed by applying our experience and perception of historical trends, current
conditions, expected future developments and other factors we believe are appropriate in the circumstances. The Company’s future results may be impacted
by adverse economic conditions, such as inflation, deflation, or lack of liquidity in the capital markets, that may negatively affect it or parties with whom it
does business. Should one or more of the foregoing risks or uncertainties materialize in a way that negatively impacts the Company, or should the
Company’s underlying assumptions prove incorrect, the Company’s actual results may vary materially from those anticipated in its forward-looking
statements, and its business, financial condition and results of operations could be materially and adversely affected.
Other unknown or unpredictable factors also could harm our results. We disclaim any intent or obligation to publicly update any forward-looking
statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
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PART I
ITEM 1. BUSINESS
Overview and Recent Developments
Eagle Bulk Shipping Inc. (“Eagle” or the “Company”) is a U.S. based fully integrated shipowner-operator providing global transportation solutions to a
diverse group of customers including miners, producers, traders, and end users. Headquartered in Stamford, Connecticut, with offices in Singapore and
Copenhagen, Eagle focuses exclusively on the versatile mid-size drybulk vessel segment and owns one of the largest fleets of Supramax/Ultramax vessels
in the world. The Company performs all management services in-house (strategic, commercial, operational, technical, and administrative services) and
employs an active management approach to fleet trading with the objective of optimizing revenue performance and maximizing earnings on a risk-managed
basis.
As of December 31, 2020, our owned fleet totaled 45 vessels, or 2,686,570 dwt, with an average age of 8.8 years.
Vessel acquisitions and sales
For the year ended December 31, 2020, the Company sold five vessels (Goldeneye, Skua, Shrike, Osprey I and Hawk) for total net proceeds of
$23.2 million after brokerage commissions and associated selling expenses. The Company recorded a net loss of $0.5 million from the sale of the five
vessels in its Consolidated Statement of Operations for the year ended December 31, 2020.
During the fourth quarter of 2020, the Company entered into a series of memorandum of agreements to purchase three high specification scrubber-
fitted Ultramax bulkcarriers for a total purchase price of $50.2 million excluding direct expenses of acquisition. The Company paid $3.3 million in advance
on two of the above mentioned vessels and these advances are recorded in Advances for vessel purchases in the Consolidated Balance Sheet as of
December 31, 2020. The vessels, which will be renamed M/V Oslo Eagle, M/V Stockholm Eagle and M/V Helsinki Eagle will be delivered in the first
quarter of 2021.
On January 28, 2021, the Company signed a memorandum of agreement to acquire a high-specification 2017 built scrubber-fitted Ultramax vessel
for $15.0 million in cash and a warrant for 212,315 common shares of the Company. The vessel, which will be renamed the M/V Rotterdam Eagle is
expected to be delivered in the second quarter of 2021.
On February 5, 2021, the Company signed memorandums of agreement to acquire three 2011 built Supramax vessels for $21.2 million cash and a
warrant for 329,583 common shares of the Company. The vessels, which will be renamed the M/V Sankaty Eagle, M/V Newport Eagle, and M/V Montauk
Eagle are expected to be delivered in the first and second quarters of 2021.
Vessel upgrades - scrubbers and ballast water systems
During the third quarter of 2018, the Company entered into a series of agreements to purchase up to 37 scrubbers, which were fitted on the Company's
vessels. The actual costs, including installation, were approximately $2.4 million per scrubber. During the second quarter of 2020, the Company completed
the scrubber retrofit project of 37 scrubbers and recorded $88.9 million in Vessels and vessel improvements in the Consolidated Balance Sheet as of
December 31, 2020.
During the third quarter of 2018, the Company entered into a contract for the installation of ballast water treatment systems ("BWTS") on 39 of
our owned vessels. The projected costs, including installation, are approximately $0.5 million per BWTS. The Company intends to complete the majority
of the installations during scheduled drydockings. The Company completed installation of BWTS on 15 vessels and recorded $7.1 million in Vessels and
vessel improvements in the Consolidated Balance Sheet as of December 31, 2020. Additionally, the
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Company recorded $2.3 million as advances paid towards installation of BWTS on the remaining vessels as a noncurrent asset in its Consolidated Balance
Sheet as of December 31, 2020. During the second quarter of 2020, the Company applied for and received extensions from the United States Coast Guard
the (“USCG”) of up to one year from their installation deadline for BWTS installation on 18 of our vessels. Additionally, the Company cancelled the
BWTS installation orders on three of its oldest vessels.
Business Strategy
Our vision is to be the leading integrated drybulk shipowner-operator through consistent outperformance and sustainable growth. We plan to achieve our
vision by:
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Focusing on the most versatile drybulk vessel segment
We focus on owning-operating vessels primarily within the mid-size Supramax/Ultramax segment. We consider this vessel segment to be the most
versatile amongst the various drybulk asset classes due to the optimal size and specifications of Supramax/Ultramax ships. With a size ranging from
50,000 to 65,000 dwt and a length of approximately 200 meters, Supramax/Ultramax vessels are able to accommodate large cargo quantities and call
on the majority of ports around the globe. In addition, these vessels are equipped with onboard cranes and grabs, giving them the ability to load and
discharge cargoes without the need for shore-based port equipment/infrastructure. We believe the versatility and flexibility of Supramax/Ultramax
vessels provide for improved risk-adjusted returns.
Employing an active management strategy for fleet trading
We employ an active management strategy for fleet employment with the objective of optimizing revenue performance and maximizing earnings on a
risk managed basis. Through the execution of various commercial strategies employed across our global trading desks in the United States, Europe,
and Asia, the Company has been able to achieve optimal time charter equivalent results and outperform the relevant market index on a consistent basis.
Executing on fleet renewal and growth
Since 2016, we have executed on a comprehensive fleet renewal program totaling 46 vessel transactions, inclusive of acquisitions made thus far in
2021. We have acquired 27 modern Ultramax vessels and sold 19 of our older and less efficient Supramax vessels. We believe these transactions have
vastly improved our fleet makeup. The average size of our ships has increased, the average age of our fleet has remained fairly static (over the period),
and our fleet emissions profile has significantly improved (as measured by fuel consumption per deadweight-ton).
Performing technical management in-house
We perform all technical management services relating to vessel maintenance, vessel repairs and crewing. We believe maintaining technical
management in-house allows us to better optimize operating costs and vessel performance.
Implementing a prudent approach to balance sheet management
We believe the long-term success of our Company is contingent on maintaining a prudent approach to balance sheet management, including working
capital optimization, diversifying capital sources, lowering cost of capital, limiting interest rate exposure, and optimizing debt profile.
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Emphasis on Environmental, Social and Governance (“ESG”) factors
We have developed, maintained and expanded on various initiatives relating to ESG matters. To better inform our shareholders and other stakeholders
about these matters of strategic importance, we issued our first annual ESG Sustainability Report in May 2020. This report was produced in
accordance with the Marine Transportation Framework, established by the Sustainability Accounting Standards Board and can be accessed on our
company website. Initiatives we have undertaken include:
Environmental
• Executing on a comprehensive fleet renewal program to purchase newer, more technologically advanced vessels that have enhanced the
energy efficiency of our fleet and reduced greenhouse gas (“GHG”) emissions on a ton-mile basis.
• Creating a performance department and implementing performance optimization software, which has resulted in improved vessel
performance and reduced fuel consumption.
• Applying high specification hull coatings and installing various energy saving devices around the propeller aperture to improve vessel
performance and reduce fuel consumption.
• Reducing sulfur emissions by approximately 85% by following strategies to comply with the International Maritime Organization’s (“IMO”)
new fuel regulations which went into effect in January 2020.
• Joining the Getting to Zero Coalition, a global alliance of more than 140 companies committed to the decarbonization of deepsea shipping in
line with the IMO GHG emissions reduction strategy and ultimately align emissions from shipping with the United Nations Framework
Convention on Climate Change Paris Agreement.
• Providing relevant data on fuel compliance and sailing distances for each of our owned vessels to our lenders that are signatories to the
Poseidon Principles. The Poseidon Principles establish a framework for assessing and disclosing the climate alignment of ship finance
portfolios and are consistent with the policies and ambitions of the IMO to reduce shipping's total annual GHG emissions by at least 50% by
2050.
• Becoming a signatory to the Sea Cargo Charter, a global framework for aligning chartering activities with responsible environmental
behavior in order to promote international shipping’s decarbonization. The Charter is consistent with the IMO's ambition for GHG emissions
from international shipping to peak as soon as possible and to reduce by at least 50% by 2050 compared to 2008 levels.
Social
• Abiding by equal opportunity employer guidelines and promoting diversity in the workforce.
• Recognizing and complying with the Maritime Labor Convention which was adopted by the International Labor Organization (“ILO”) - all
of our crew labor contracts are International Transport Workers’ Federation compliant agreements.
• Becoming a signatory to The Neptune Declaration, a global ‘call to action’ initiative to help end the unprecedented crew change crisis
affecting the maritime industry as a result of the outbreak of COVID-19 and its impact to worldwide travel.
• Implementing a robust safety management system.
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• Volunteering with, and donating to, various local charities and causes.
• Providing paid internship opportunities to university students.
Governance
• Setting up a best-in-class corporate governance structure.
• Combating corruption through strict internal procedures and training, as well as taking part in collective action through our membership in
the Maritime Anti-Corruption Network.
• Adopting a comprehensive code of ethics program within the organization that provides ongoing training and robust controls.
• Focusing on highly transparent reporting of sustainability, operating, and financial performance.
Our Fleet
The 45 vessels in our owned fleet as of December 31, 2020 are fitted with cargo cranes and cargo grabs that enable our vessels to load and unload cargo in
ports that do not have shore-side cargo handling infrastructure in place. Our owned vessels are flagged in the Marshall Islands and are employed on time
and voyage charters. Our owned fleet as of December 31, 2020 included the following vessels:
Vessel
Bittern
Canary
Cape Town Eagle
Cardinal
Copenhagen Eagle
Crane
Crested Eagle
Crowned Eagle
Dublin Eagle
Egret Bulker
Fairfield Eagle
Dwt
Year Built
57,809
57,809
63,707
55,362
63,495
57,809
55,989
55,940
63,549
57,809
63,301
2009
2009
2015
2004
2015
2010
2009
2008
2015
2010
2013
Class
Supramax
Supramax
Ultramax
Supramax
Ultramax
Supramax
Supramax
Supramax
Ultramax
Supramax
Ultramax
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Gannet Bulker
Golden Eagle
Grebe Bulker
Greenwich Eagle
Groton Eagle
Hamburg Eagle
Hong Kong Eagle
Ibis Bulker
Imperial Eagle
Jaeger
Jay
Kingfisher
Madison Eagle
Martin
Mystic Eagle
New London Eagle
Nighthawk
Oriole
Owl
Petrel Bulker
Puffin Bulker
57,809
55,989
57,809
63,301
63,301
63,334
63,472
57,809
55,989
52,483
57,809
57,809
63,301
57,809
63,301
63,140
57,809
57,809
57,809
57,809
57,809
2010
2010
2010
2013
2013
2014
2016
2010
2010
2004
2010
2010
2013
2010
2013
2015
2011
2011
2011
2011
2011
Supramax
Supramax
Supramax
Ultramax
Ultramax
Ultramax
Ultramax
Supramax
Supramax
Supramax
Supramax
Supramax
Ultramax
Supramax
Ultramax
Ultramax
Supramax
Supramax
Supramax
Supramax
Supramax
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Roadrunner Bulker
Rowayton Eagle
Sandpiper Bulker
Santos Eagle
Shanghai Eagle
Singapore Eagle
Southport Eagle
Stamford Eagle
Stellar Eagle
Stonington Eagle
Sydney Eagle
Tern
Westport Eagle
Nature of Business
Supramax
Ultramax
Supramax
Ultramax
Ultramax
Ultramax
Ultramax
Ultramax
Supramax
Ultramax
Ultramax
Supramax
Ultramax
57,809
63,301
57,809
63,537
63,438
63,386
63,301
61,530
55,989
63,301
63,529
50,209
63,344
2011
2013
2011
2015
2016
2017
2013
2016
2009
2012
2015
2003
2015
The following is a brief description of some of the commercial strategies we use to employ our vessels:
1) Time charter-out
Time charter-out describes a contract for the use of a ship for an agreed period of time, at an agreed hire rate per day. Commercial control of the
vessel becomes the responsibility of the time charterer who performs the voyage(s). The time charterer is responsible to pay the agreed hire and
also purchase the fuel and port expenses. Time charters can range from as short as one voyage (approximately 20-40 days) to multiple years.
2) Voyage Chartering
Voyage Chartering involves the employment of a vessel between designated ports for the duration of the voyage only. Freight is earned on the
volume of cargo carried. In contrast to the Time charter-out method, in a voyage charter, we maintain control of the commercial operation and are
responsible for managing the voyage, including vessel scheduling and routing, as well as any related costs, such as fuel, port expenses and other
expenses. Having the ability to control and manage the voyage, we are able to generate increased margin through operational efficiencies, business
intelligence and scale. Additionally, contracting to carry cargoes on voyage terms often gives us the ability to utilize a wide range of vessels to
perform the contract (as long as the vessel meets the contractual parameters), thereby giving significant operational flexibility to
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the fleet. Such vessels include not only ships we own, but also third-party ships which can be chartered-in on an opportunistic basis (the inverse of
a Time charter-out strategy).
3) Vessel + Cargo arbitrage
With this strategy, we contract to carry a cargo on voyage terms (as described above under the caption “Voyage Chartering”) with a specific ship
earmarked to cover the commitment. As the date of cargo loading approaches, the market may have moved in such a way whereby we elect to
substitute a different vessel to perform the voyage, while assigning a different piece of business to the original earmarked ship. Taken as a whole,
this strategy can generate increased revenues, on a risk-managed basis, as compared to the original cargo-vessel pairing.
4) Time charter-in
This strategy involves us leasing a vessel from a third-party shipowner at a set U.S. dollar per day rate. As referenced above, vessels can be time-
chartered in order to cover existing cargo commitments, resulting in a Vessel+Cargo arbitrage. These ships may be chartered-in for periods longer
than required for the initial cargo or arbitrage, and can also be chartered-in opportunistically in order to benefit from rate dislocations and to obtain
risk-managed exposure to the market overall.
5) Hedging (FFAs)
Forward Freight Agreements (“FFAs”) are cleared financial instruments, which we can use to hedge market rate exposure by locking in a fixed
rate against the eventual forward market. FFAs are an important tool to manage market risk associated with chartering-in of third-party vessels.
FFAs can also be used to lock in revenue streams on owned vessels or against forward cargo commitments the Company may enter into.
6) Asymmetric Optionality
This is a blended strategy approach whereby we utilize time charters, cargo commitments and FFAs together to hedge away market exposure
while maintaining upside optionality to positive market volatility. As a simplified example, a ship may be time chartered-in for one year with a
further optional year. In such a scenario, and dependent on market conditions, we could sell an FFA for the firm 1-year period commitment,
essentially eliminating exposure to the market, while maintaining full upside on rate developments for the optional year.
Charter Characteristics
Typical contract length
Hire rate basis
(1)
(2)
Voyage expenses
Vessel expenses for owned vessels
Charter hire expense for vessels chartered-in
Off-hire
(4)
(3)
Voyage
Charter
Single
voyage
Per MT of cargo
loaded
We pay
We pay
We pay
Customer does not pay
Time
Charter
One or multiple
voyages
Daily
Customer
pays
We pay
We pay
Customer does not pay
Index
Charter
Six months
or more
Linked to
BSI
Customer
pays
We pay
We pay
Customer does not pay
(1)
(2)
“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 the “Baltic Supramax Index” and the daily hire rate varies based on the Index. Please refer to the Glossary for further detail on how the
BSI is calculated.
“Voyage expenses” include fuel, port charges, canal tolls, and brokerage commissions.
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(3)
(4)
“Vessel expenses” include crewing, repairs and maintenance, insurance, stores, lubes and communication expenses.
“Off-hire” refers to the time a vessel is unavailable to perform the service either due to scheduled or unscheduled repairs.
The Company employs its fleet opportunistically in an effort to maximize earnings. The Company enters into charters and is continuously developing
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 short term chartering, the
Company consistently monitors the drybulk shipping market and, based on market conditions, will consider entering into long-term time charters on our
owned fleet when appropriate.
The following summary represents the charter characteristics of our vessels as of December 31, 2020, 2019 and 2018.
Time Charter
Voyage Charter
Shipyard
Total
(1)
December 31, 2020
18
25
2
45
December 31, 2019
28
17
5
50
December 31, 2018
27
18
2
47
(1)
The vessels are in shipyard as of the year end undergoing drydock, BWTS, scrubber and repairs.
In connection with the charters of each of our vessels, unaffiliated third-party ship brokers earn commissions ranging from 1.25% to 5.00% of the
total daily charter hire rate of each charter with the commission rate depending on the number of brokers involved with arranging the relevant charter.
Our vessels operate worldwide within the trading limits imposed by governmental economic sanctions regimes and insurance terms and do not operate in
countries or territories that are subject to United States, European Union (“EU”), United Kingdom or United Nations (“UN”) comprehensive country-wide
or territory-wide sanctions.
Our Customers
Our customers include some of the world's leading agricultural, mining, manufacturing and trading companies, as well as smaller, privately owned
companies. Our assessment of customers’ financial condition and reliability is an important factor in negotiating employment for our vessels. We evaluate
the counterparty risk of potential customers based on our management's experience in the shipping industry combined with the additional input of an
independent credit risk consultant. In 2020, 2019 and 2018, we did not have a customer who accounted for more than 10% of our revenue.
Operations
There are two central aspects to the operation of our fleet:
•
•
Commercial operations, which involve chartering and operating a vessel; and
Technical operations, which involve maintaining, crewing and repairing a vessel.
We carry out the commercial, technical and strategic management of our fleet through our indirectly wholly-owned subsidiary, Eagle Bulk Management
LLC, a Marshall Islands limited liability company which maintains its principal executive offices in Stamford, Connecticut. We also have an office in
Singapore which provides commercial and technical management services for our vessels. Additionally, our office in Copenhagen,
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Denmark provides commercial management services for our vessels. Our staff in the three offices worldwide provide the following services:
Commercial operations and technical supervision;
•
• Vessel maintenance and repair;
• Vessel acquisition and sale;
•
•
Legal, compliance and insurance services and
Finance, accounting, treasury and information technology services.
Each of the Company’s vessels serve the same type of customer, have similar operation and maintenance requirements, operate in the same
regulatory environment, and are subject to similar economic characteristics. Based on this, the Company has determined that it operates in one reportable
segment which is engaged in the ocean transportation of drybulk cargoes worldwide through the ownership and operation of drybulk vessels.
Commercial and Strategic Management
We perform the commercial and strategic management of our fleet including obtaining employment for our vessels and maintaining relationships with
the charterers of our vessels. We have three offices across the globe including Copenhagen, Singapore and Stamford, Connecticut which allows for 24 hour
global market coverage. We believe that due to our management team’s experience in operating drybulk vessels, we have access to a broad range of
charterers and can employ our fleet efficiently in diverse market conditions and achieve high utilization rates.
Being an active owner-operator means effectively seeking to operate our own vessels when possible, as compared with time chartering them to other
operators, all with a view toward achieving higher-than-market net charter hire income. In doing so, we believe we can take advantage of rapidly changing
market conditions and obtain better operational efficiencies from our fleet. In addition, we constantly look to arbitrage cargo and vessel positions by taking
in additional vessels on time charter, and/or reletting cargo commitments on a voyage basis. We also constantly monitor the drybulk shipping market, and
opportunistically charter-in vessels in for a period of time, where we typically obtain some optionality on the duration of the period. We also enter into
FFAs contracts and bunker swaps to hedge exposures of physical commitments in order to mitigate market risk.
Technical Management
We have established in-house technical management capabilities, through which we provide technical management services to all vessels in our fleet.
Technical management includes managing day-to-day operation of the vessel and machinery, performing general maintenance, ensuring regulatory and
classification society compliance, supervising the general efficiency of vessels, arranging the hire of qualified officers and crew, planning, arranging and
supervising drydocking and repairs, purchasing supplies, spare parts, lubes, and new equipment for vessels, appointing supervisors and technical
consultants.
Human Capital Management
As of December 31, 2020, we have an aggregate of 92 shore-based personnel employed in our principal executive office in Stamford, Connecticut,
as well as our offices in Copenhagen and Singapore. We value a diverse work force and our shore-based personnel comprises of 25 different nationalities
across three worldwide offices. We are an Equal Opportunity Employer in our hiring and promoting practices, benefits and wages.
Our values
•
•
•
•
•
PASSION for excellence drives us
EMPOWERMENT of our people leads to better results
INTEGRITY defines our culture
RESPONSIBILITY to safety underpins every decision
FORWARD THINKING takes us to a more successful tomorrow
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Talent management and leadership
We take a systemic approach to hiring, training and developing our employees based on our code of ethics. This includes creating individual goals
based on company priorities and providing employees periodic feedback in order to assess individual performance. We practice internal promoting
practices based on objective annual performance evaluations, encouraging employees to develop within their chosen career path and providing necessary
professional trainings as needed. We also employ a succession planning process that identifies suitable candidates, and their development needs, for key
positions in the company.
In addition to our shore based personnel, we currently crew our vessels primarily with officers and crew members from Ukraine, Russia, Georgia
and the Philippines who are hired through third-party crew managers. As of December 31, 2020, we employed approximately 900 officers and crew
members on our owned fleet. The third-party crew managers recruit crew members with training, licenses and experience appropriate for our vessels. On
board, our crews perform most operational and maintenance work and assist in supervising work during cargo operations and at drydock facilities. We
often man our vessels with more crew members than are required by the vessel's Flag State safe manning requirement in order to allow for the performance
of routine maintenance duties. All of our crew members are subject to and are paid commensurate with international collective bargaining agreements and,
therefore, we do not anticipate any labor disruptions. The international collective bargaining agreements, to which we are a party, are typically renewed for
a two-year term.
Human rights, health and safety
We continuously strive to provide a secure working environment for both our shore based personnel as well as our crew members on our ships.
During COVID-19, we have taken extraordinary measures to protect the health of our shore based employees by allowing our employees to work from
home during the peak of the pandemic. We took measures to adapt all of our offices to the new safety precautions to include social distancing guidelines as
well as ensuring mask wearing compliance.
For our crew members on our ships, we maintain security measures to ensure well-being and safety on our ships. We developed and implemented
a safety management system in compliance with the International Safety Management Code. All necessary certificates required by the IMO were obtained
by our in-house technical managers. We comply with the Maritime Labor Convention adopted by the ILO in 2006. The Convention outlines the minimum
requirements for seafarers to work, conditions of employment, facilities while on board, and health and welfare protection. The Convention obliges all
ships above 500 gross tons in international trade to have a Maritime Labor Certificate and a Declaration of Maritime Labor Compliance. All our vessels
and crew are compliant with the Convention, and we intend to maintain them accordingly. We also publish our ESG report on an annual basis where we
report key metrics such as marine casualties, lost time incident rate and port state control.
During the pandemic, government-imposed travel restrictions which were put in place in order to curtail the spread of the virus created substantial
challenges with respect to being able to effect crew changes and repatriation, and our seafarers had to work well past their contractual employment periods.
At Eagle, it has been a strategic priority to relieve our seafarers which were overdue, and we have successfully conducted the changeover of majority of our
crew. In order to achieve this result, we had to divert some of our ships and/or incur additional offhire costs in addition to higher crew change expenses.
These costs notwithstanding, we felt it was our obligation to Eagle’s seafarers to ensure their overall health and safety.
Permits, Authorizations and Regulations
We are required by various governmental and quasi-governmental agencies to obtain certain permits, licenses and certificates with respect to our vessels.
The kinds of permits, licenses and certificates required depend upon several factors, including the commodity transported, the waters in which the vessel
operates, the nationality of the vessel's crew and the age of a vessel. We expect to be able to obtain all permits, licenses and certificates
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currently required to permit our vessels to operate. Additional laws and regulations, environmental or otherwise, may be adopted which increase the cost of
us doing business.
Our vessels operate worldwide within the trading limits imposed by our insurance terms and do not operate in countries or territories that are
subject to United States, EU, UK or United Nations (“UN”) comprehensive country-wide or territory wide sanctions.
Environmental and Other Regulations
Government regulation significantly affects the trading locations and operation of our vessels. We are subject to international conventions and treaties,
national, state and local laws and regulations in force in the countries in which our vessels may transit or operate relating to safety and health and
environmental protection including the storage, handling, emission, transportation and discharge of hazardous and non-hazardous materials, and the
remediation of contamination and liability for damage to natural resources. Compliance with such laws, regulations and other requirements entails
significant expense, including required vessel modifications and implementation of certain operating procedures.
A variety of government and private entities subject our vessels to both scheduled and unscheduled inspections. These entities include the local port
authorities (including national Coast Guards, harbor masters and port state control authorities), classification societies, flag state administrations (country of
vessel registry) as well as our charterers, and terminal operators. Certain of these entities require us to obtain permits, licenses and certificates for the
operation of our vessels, many of which are provided after inspection to our insurers, flag state, and classification societies. Failure to maintain the
necessary permits or approvals could result in substantial costs in fines and penalties, as well as operational delays.
We believe that the heightening levels of environmental and quality concerns among regulators, charterers and the insurance industry is leading to
greater inspection and safety requirements on all vessels which may accelerate the scrapping of older vessels throughout the shipping industry. Increasing
environmental regulations have created a demand for vessels that conform to the most up-to-date environmental standards, whether through retrofitting or
new design. We strive to maintain operating standards for all of our vessels that emphasize operational safety, quality maintenance, continuous training of
our officers and crews and adherence to applicable international regulations. We believe that our vessels are in substantial compliance with environmental
laws and regulations and that our vessels have all material permits, licenses, certificates or other authorizations necessary for the conduct of our operations.
However, because such laws and regulations are subject to change and may impose increasingly stricter requirements, we cannot predict the ultimate cost
of complying with these requirements, or the impact of these requirements on the resale value or useful lives of our vessels.
International Maritime Organization
The UN’s IMO has adopted several international conventions, including the International Convention for the Prevention of Pollution from Ships, 1973,
as modified by the Protocol of 1978 relating thereto (“MARPOL”). MARPOL has been in effect since October 2, 1983 and has been adopted by over 150
nations, including many of the jurisdictions in which our vessels operate. MARPOL sets forth pollution-prevention requirements applicable to different
types of vessels and is broken into six Annexes, each of which regulates a different source of pollution. Annex I relates to oil leakage or spilling; Annexes
II and III relate to harmful substances carried in bulk, in liquid or packaged form, respectively; and Annexes IV and V relate to sewage and garbage
management, respectively. Annex VI was separately adopted by the IMO in September of 1997, and relates to air emissions.
In 2013, the Marine Environmental Protection Committee ("MEPC") adopted by resolution amendments to MARPOL Annex I Conditional Assessment
Scheme (“CAS”). The amendments, which became effective on October 1, 2014, pertain to the inspections of bulk carriers and tankers after the 2011
Enhanced Survey Programme Code, which enhances the programs of inspections, became mandatory. We made the necessary financial expenditures to
comply with these amendments.
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Air Emissions
Effective May 2005, Annex VI to MARPOL sets limits on nitrogen oxide emissions from ships whose diesel engines were constructed (or underwent
major conversions) on or after January 1, 2000. Annex VI also includes a global cap on the sulfur content of fuel oil and allows for special areas to be
established with more stringent controls of sulfur emissions known as “Emission Control Areas” (“ECAs”).
MEPC adopted amendments to Annex VI on October 10, 2008, which entered into force on July 1, 2010. The amended Annex VI seeks to further reduce
air pollution by, among other things, implementing a progressive reduction of the amount of sulfur contained in any fuel oil used on board ships. As of
January 1, 2012, the amended Annex VI requires that fuel oil contain no more than 3.50% sulfur. By January 1, 2020, sulfur content must not exceed
0.50%. Accordingly, ships now have to reduce sulfur emissions, for which the principal solutions are the use of exhaust gas cleaning systems (“scrubbers”)
or buying fuel with low sulfur content (often referred to as "compliant fuel"). If a vessel is not equipped with a scrubber, it will need to use one of several
types of low sulfur fuel, which is more expensive than marine fuel containing 3.5% sulfur content. Additionally, at MEPC 73, amendments to Annex VI to
prohibit the carriage of bunkers above 0.5% sulfur on ships were adopted and took effect March 1, 2020, with the exception of vessels fitted with scrubbers
which can carry fuel of higher sulfur content.
We have implemented a comprehensive approach to compliance with IMO sulfur regulations. We are fully committed to compliance with the
IMO's sulfur regulations and believe that fitting scrubbers is the most cost-effective approach to achieve compliance for the majority of the ships in our
fleet. As of December 31, 2020 there were 41 out of our 45 vessels fitted with scrubbers, making us the largest owner of scrubber fitted
Supramax/Ultramax vessels in the world. The balance of our fleet will achieve compliance through consumption of compliant fuels.
Sulfur content standards are stricter within certain ECAs. As of January 1, 2015, ships operating within an ECA may not use fuel with sulfur content in
excess of 0.1%. Amended Annex VI establishes procedures for designating new ECAs. Currently, the Baltic Sea, the North Sea, certain coastal areas of
North America and United States Caribbean area have been designated as ECAs. Ocean-going vessels in these areas will be subject to stringent emissions
controls which may cause us to incur additional costs to procure compliant fuel and/or install scrubbers. If additional ECAs are approved by the IMO or
other new or more stringent requirements relating to emissions from marine engines or port operations by vessels are adopted by the states where our
vessels operate, compliance with these regulations could entail additional expenses relating to operation of scrubbers, purchase of compliant fuel or
otherwise increase the costs of our operations.
We may incur costs to comply with these revised standards. Additional or new conventions, laws and regulations may be adopted that could
require the installation of expensive emission control systems and could adversely affect our business, results of operations, cash flows and financial
condition.
Safety Management System Requirements
The IMO also adopted the Safety of Life at Sea ("SOLAS"), and the International Convention on Load Lines (the “LL Convention”), which impose a
variety of standards that regulate the design and operational features of ships. The IMO periodically revises the SOLAS and LL Convention standards. The
May 2012 SOLAS amendments entered into force on January 1, 2014. The Convention on Limitation of Liability for Maritime Claims was amended and
the amendments went into effect on June 8, 2015. The amendments alter the limits of liability for loss of life or personal injury claim and property claims
against ship-owners.
The operation of our ships is also affected by Chapter IX of SOLAS, which sets forth the IMO's International Management Code for the Safe Operation
of Ships and Pollution Prevention (the “ISM Code”). The ISM Code requires ship owners and bare boat charterers to develop and maintain an extensive
Safety Management System (“SMS”) that includes among other things the adoption of a safety and environmental protection policy
18
setting forth instructions and procedures for safe operation and describing procedures for emergency response. We rely upon the SMS that we have
developed for compliance with the ISM Code. The failure of a ship owner or bareboat charterer to comply with the ISM Code may subject such party to
increased liability, may decrease available insurance coverage for the affected vessels and may result in a denial of access to, or detention in, certain ports.
As of the date of this filing, all of the vessels in our owned fleet are ISM code-certified.
The ISM Code requires that vessel operators obtain a safety management certificate (“SMC”), for each vessel they operate. This certificate evidences
compliance by a vessel’s operators with the ISM Code requirements for a SMS. No vessel can obtain an SMC under the ISM Code unless its manager has
been awarded a document of compliance, issued in most instances by the vessel's flag state. Our in-house technical managers have obtained documents of
compliance with their offices and safety management certificates for all of our vessels for which the certificates are required by the IMO, which certificates
are renewed as needed.
Pollution Control and Liability Requirements
The IMO has negotiated international conventions that impose liability for pollution in international waters and the territorial waters of the signatories to
such conventions. For example, the IMO adopted the International Convention for the Control and Management of Ships' Ballast Water and Sediments in
February 2004 (the “BWM Convention”). The BWM Convention’s implementing regulations called for a phased introduction of mandatory ballast water
exchange requirements, to be replaced in time with mandatory concentration limits. On September 8, 2016, the BWM Convention met the requirement to
be adopted by 30 states, the combined merchant fleets of which represent not less than 35% of the gross tonnage of the world's merchant shipping,
becoming effective 12 months later on September 8, 2017. Many of the implementation dates originally written in the BWM Convention have already
passed, so that once the BWM Convention enters into force, the period for installation of mandatory ballast water exchange requirements would be
extremely short, with several thousand ships a year needing to install BWTS. For this reason, on December 4, 2013, the IMO Assembly passed a resolution
revising the implementation dates of the BWM Convention so that they are triggered by the entry into force date and not the dates originally in the BWM
Convention. This in effect makes all vessels constructed before the entry into force date “existing” vessels and allows for the installation of a BWTS on
such vessels at the first renewal survey following entry into force. The mid-ocean ballast exchange or ballast water treatment requirements became
mandatory. On March 23, 2012, the USCG issued amended regulations relating to ballast water management for vessels operating in United States waters.
Under relevant U.S. federal laws, USCG approved BWTS will be required to be installed in all vessels at the first out of water drydocking after January
1, 2016 if these vessels are to discharge ballast water inside 12 nautical miles of the coast of the United States. An Alternative Management System
(“AMS”) may be installed in lieu of a USCG approved BWTS. An AMS is valid for five years from the date of required compliance with ballast water
discharge standards, by which time it must be replaced by an approved system unless the AMS itself achieves approval.
On August 14, 2018, the Company entered into a contract for the installation of BWTS on all of our owned vessels. The projected costs, including
installation, is approximately $0.5 million per BWTS. The Company intends to complete the majority of the installations during scheduled drydockings.
The Company completed installation of BWTS on 15 vessels and recorded $7.1 million in vessels and vessel improvements in the Consolidated Balance
Sheet as of December 31, 2020. Additionally, the Company recorded $2.3 million as advances paid towards installation of BWTS on the remaining vessels
as a noncurrent asset in its Consolidated Balance Sheet as of December 31, 2020. During the second quarter of 2020, the Company applied for and received
extensions from the USCG of up to one year from the initial deadline for BWTS installation on 18 of our vessels. Additionally, the Company cancelled the
BWTS installation orders on three of its oldest vessels.
The IMO adopted the International Convention on Civil Liability for Bunker Oil Pollution Damage (the “Bunker Convention”) to impose strict
liability on ship owners for pollution damage in jurisdictional waters of ratifying states caused by discharges of bunker fuel. The Bunker Convention
requires registered owners of ships over 1,000 gross tons to maintain insurance for pollution damage in an amount equal to the limits of liability under the
applicable national or international limitation regime (but not exceeding the amount calculated in accordance
19
with the Convention on Limitation of Liability for Maritime Claims of 1976, as amended). With respect to non-ratifying states, liability for spills or
releases of oil carried as fuel in ship’s bunkers typically is determined by the national or other domestic laws in the jurisdiction where the events or
damages occur. Our ships carry insurance in excess of the statutory requirements.
In March 2006, the IMO amended Annex I to MARPOL, including a regulation relating to oil fuel tank protection, which became effective August
1, 2007. The regulation applies to various ships delivered on or after August 1, 2010. The requirements it contains address issues such as fuel tanks,
protected location accidental oil fuel outflow performance standards, a tank capacity limit and certain other maintenance, inspection and engineering
standards.
IMO regulations also require owners and operators of certain vessels to adopt Ship Oil Pollution Emergency Plans. Periodic training and drills for
response personnel and for vessels and their crews are required.
Anti-Fouling Requirements
In 2001, the IMO adopted the International Convention on the Control of Harmful Anti-fouling Systems on Ships (the "Anti-Fouling Convention"). The
Anti-Fouling Convention prohibits the use of organotin compound coatings to prevent the attachment of mollusks and other sea life to the hulls of
vessels. Vessels of over 400 gross tons engaged in international voyages are required to undergo an initial survey before the vessel is put into service or
before an International Anti-Fouling System Certificate is issued for the first time; and subsequent surveys when the anti-fouling systems are altered or
replaced. We have obtained Anti-Fouling System Certificates for all of our vessels that are subject to the Anti-Fouling Convention.
In November 2020, MEPC 75 approved draft amendments to the Anti-fouling Convention to prohibit anti-fouling systems containing cybutryne,
which amendments would apply to ships from January 1, 2023, or, for ships already bearing such an antifouling system, at the next scheduled renewal of
the system after that date, but no later than 60 months following the last application to the ship of such a system. These amendments may be formally
adopted at MEPC 76 in 2021.
Compliance Enforcement
The flag state, as defined by the UN Convention on the Law of the Sea, is responsible for implementing and enforcing a broad range of international
maritime regulations with respect to all ships granted the right to fly its flag. The “Shipping Industry Guidelines on Flag State Performance” evaluates and
reports on flag states based on factors such as sufficiency of infrastructure, ratification, implementation, and enforcement of principal international
maritime treaties, supervision of statutory ship surveys, casualty investigations, and participation at IMO and ILO meetings. Our vessels are flagged in the
Marshall Islands. Marshall Islands-flagged vessels have historically received a good assessment in the shipping industry. We recognize the importance of a
credible flag state and do not intend to use flag states with poor performance indicators.
Noncompliance with the ISM Code or other IMO regulations may subject the ship owner or bareboat charterer to increased liability, lead to decreases in
available insurance coverage for affected vessels or result in the denial of access to, or detention in some ports. As of the date of this report, each of our
vessels is ISM Code certified and it is our intent to maintain ISM code certification. However, there can be no assurance that such certificates will be
maintained in the future.
The IMO continues to introduce new regulations. It is impossible to predict what additional regulations, if any, may be passed by the IMO and
what effect, if any, such regulations may have on our operations.
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The U.S. Oil Pollution Act of 1990 and the Comprehensive Environmental Response, Compensation and Liability Act
The U.S. Oil Pollution Act of 1990 (“OPA”) established an extensive regulatory and liability regime for the protection and cleanup of the environment
from oil spills. OPA affects all “owners and operators” whose vessels trade with the United States, its territories and possessions or whose vessels operate
in United States waters, which includes the United States’ territorial sea and its 200 nautical mile exclusive economic zone around the United States. The
United States has also enacted the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”), which applies to the discharge
of hazardous substances other than oil, except in limited circumstances whether on land or at sea. OPA and CERCLA both define “owner and operator” “in
the case of a vessel, as any person owning, operating or chartering by demise, the vessel. Both OPA and CERCLA impact our operations.
Under OPA, vessel owners and operators are “responsible parties” and are jointly, severally and strictly liable (unless the spill results solely from the act
or omission of a third party, an act of God or an act of war) for all containment and clean-up costs and other damages arising from discharges or threatened
discharges of oil from their vessels. OPA defines these other damages broadly to include:
Injury to, destruction or loss of, or loss of use of, natural resources and related assessment costs;
Injury to, or economic losses resulting from, the destruction of real and personal property;
•
•
• 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;
Loss of subsistence use of natural resources that are injured, destroyed, or lost;
Lost profits or impairment of earning capacity due to injury, destruction or loss of real or personal property or natural resources; and
•
•
• 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.
OPA contains statutory caps on liability and damages; such caps do not apply to direct cleanup costs. Effective November 19, 2019, the USCG adjusted
the limits of OPA liability for non-tank vessels (e.g. drybulk) to the greater of $1,200 per gross ton or $997,100 (subject to periodic adjustment for
inflation). These limits of liability may not apply if an incident was caused by the violation of an applicable United States federal safety, construction or
operating regulation by a responsible party (or its agent, employee or a person acting pursuant to a contractual relationship), or a responsible party’s gross
negligence or willful misconduct. The limitation on liability similarly may not apply if the responsible party fails or refuses to (i) report the incident where
the responsibility party knows or has reason to know of the incident; (ii) reasonably cooperate and assist as requested in connection with oil removal
activities; or (iii) without sufficient cause, comply with an order issued under the Federal Water Pollution Act (Section 311 (c), (e)) or the Intervention on
the High Seas Act.
CERCLA contains a similar liability regime whereby owners and operators of vessels are liable for cleanup, removal and remedial costs, as well as
damage for, injury to, or destruction or loss of, natural resources, including the reasonable costs associated with assessing same, and health assessments or
health effects studies. There is no liability if the discharge of a hazardous substance results solely from the act or omission of a third party, an act of God or
an act of war. Liability under CERCLA is limited to the greater of $300 per gross ton or $5.0 million for vessels carrying a hazardous substance as cargo or
residue and the greater of $300 per gross ton or $500,000 for any other vessel. These limits do not apply (rendering the responsible person liable for the
total cost of response and damages) if the release or threat of release of a hazardous substance resulted from willful misconduct or gross negligence, or the
primary cause of the release was a violation of applicable safety, construction or operating standards or regulations. The limitation on liability also does not
apply if the responsible person fails or refused to provide all reasonable cooperation and assistance as requested in connection with response activities
where the vessel is subject to OPA.
OPA and CERCLA each preserve the right to recover damages under existing law, including maritime tort law.
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The 2010 Deepwater Horizon oil spill in the Gulf of Mexico resulted in additional regulatory initiatives and statutes, including higher liability caps
under OPA, new regulations regarding offshore oil and gas drilling, and a pilot inspection program for offshore facilities. However, several of these
initiatives and regulations have been or may be revised. For example, the U.S. Bureau of Safety and Environmental Enforcement’s (“BSEE”) revised
Production Safety Systems Rule (“PSSR”), effective December 27, 2018, modified and relaxed certain environmental and safety protections under the 2016
PSSR. Additionally, the BSEE amended the Well Control Rule, effective July 15, 2019, which rolled back certain reforms regarding the safety of drilling
operations, and former U.S. President Trump had proposed leasing new sections of U.S. waters to oil and gas companies for offshore drilling. The effects of
these changes and proposals are currently unknown, and recently, current U.S. President Biden signed an executive order temporarily blocking new leases
for oil and gas drilling in federal waters. Compliance with any new requirements of OPA and future legislation or regulations applicable to the operation of
our vessels could impact the cost of our operations and adversely affect our business.
OPA and CERCLA both require owners and operators of vessels to establish and maintain with the USCG evidence of financial responsibility sufficient
to meet the maximum amount of liability to which the particular responsible person may be subject. Vessel owners and operators may satisfy their financial
responsibility obligations by providing a proof of insurance, a surety bond, qualification as a self-insurer or a guarantee. We have complied with the
regulations by providing a certificate of responsibility from third party entities that are acceptable to the USCG.
We currently maintain pollution liability coverage insurance in the amount of $1.0 billion per incident for each of our vessels. If the damages from a
catastrophic spill were to exceed our insurance coverages, it could have an adverse effect on our business and results of operation.
OPA specifically permits individual states to impose their own liability regimes with regard to oil pollution incidents occurring within their boundaries,
provided they accept, at a minimum, the levels of liability established under OPA and some states have enacted legislation providing for unlimited liability
for oil spills. In some cases, states which have enacted such legislation have not yet issued implementing regulations defining vessel owners’
responsibilities under these laws. We intend to comply with all applicable state regulations in the ports where our vessels call. We believe that we are in
substantial compliance with all applicable existing state requirements. In addition, we intend to comply with all future applicable state regulations in the
ports where our vessels call.
Other Environmental Initiatives
The United States Clean Water Act (the “CWA”) prohibits the discharge of oil, hazardous substances and ballast water in United States navigable waters
unless authorized by a duly-issued permit or exemption and imposes strict liability in the form of penalties for any unauthorized discharges. The CWA also
imposes substantial liability for the costs of removal, remediation and damages and complements the remedies available under OPA and CERCLA.
Furthermore, many U.S. states that border a navigable waterway have enacted environmental pollution laws that impose strict liability on a person for
removal costs and damages resulting from a discharge of oil or a release of a hazardous substance. These laws may be more stringent than United States
federal law. In 2015, the EPA expanded the definition of “waters of the United States” (“WOTUS”), thereby expanding federal authority under the CWA.
Following litigation on the revised WOTUS rule, in December 2018, the EPA and Department of the Army proposed a revised, limited definition of
“waters of the United States.” The proposed rule was published in the Federal Register on February 14, 2019, and was subject to public comment. On
October 22, 2019, the agencies published a final rule repealing the 2015 Rule defining “waters of the United States” and recodified the regulatory text that
existed prior to the 2015 Rule. The final rule became effective on December 23, 2019. On January 23, 2020, the EPA published the “Navigable Waters
Protection Rule,” which replaces the rule published on October 22, 2019, and redefines “waters of the United States.” This rule became effective on June
22, 2020, although the effective date has been stayed in at least one U.S. state pursuant to court order. The effect of this rule is currently unknown.
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The Environmental Protection Agency (“EPA”) has enacted rules requiring a permit regulating ballast water discharges and other discharges incidental to
the normal operation of certain vessels within United States waters under the Vessel General Permit for Discharges Incidental to the Normal Operation of
Vessels (the “VGP”). For a new vessel delivered to an owner or operator after September 19, 2009 to be covered by the VGP, the owner must submit a
Notice of Intent (“NOI”) at least 30 days before the vessel operates in United States waters. On March 28, 2013, the EPA re-issued the VGP for another
five years; this 2013 VGP took effect December 19, 2013. The 2013 VGP contains numeric ballast water discharge limits for most vessels to reduce the
risk of invasive species in United States waters, more stringent requirements for scrubbers and the use of environmentally acceptable lubricants. We have
submitted NOIs for our vessels where required and do not believe that the costs associated with obtaining and complying with the VGP may have a
material impact on our operations.
In addition, under Section 401 of the CWA, the VGP must be certified by the state where the discharge is to take place. Certain states have enacted
additional discharge standards as conditions to their certification of the VGP. These local standards bring the VGP into compliance with more stringent
state requirements, such as those further restricting ballast water discharges and preventing the introduction of non-indigenous species considered to be
invasive. The VGP and its state-specific regulations and any similar restrictions enacted in the future may increase the costs of operating in the relevant
waters.
The U.S. Clean Air Act of 1970 (including its amendments of 1977 and 1990) (the “CAA”) requires the EPA to promulgate standards applicable to
emissions of volatile organic compounds and other air contaminants. The CAA also requires states to draft State Implementation Plans (“SIPs”) designed to
attain national health-based air quality standards in each state. Although state-specific, SIPs may include regulations concerning emissions resulting from
vessel loading and unloading operations by requiring the installation of vapor control equipment.
Our operations occasionally generate and require the transportation, treatment and disposal of both hazardous and non-hazardous solid wastes that are
subject to the requirements of the U.S. Resource Conservation and Recovery Act (“RCRA,”) or comparable state, local or foreign requirements. The
RCRA imposes significant record keeping and reporting requirements on transporters of hazardous waste. In addition, from time to time we arrange for the
disposal of hazardous waste or hazardous substances at off-site disposal facilities. If such materials are improperly disposed of by third parties, we may still
be held liable for cleanup costs under applicable laws.
In October 2009, the EU amended a directive to impose criminal sanctions for illicit ship-source discharges of polluting substances, including minor
discharges, if committed with intent, recklessly or with serious negligence and the discharges individually or in the aggregate result in deterioration of the
quality of water. Aiding and abetting the discharge of a polluting substance may also lead to criminal penalties. Member States were required to enact laws
or regulations to comply with the directive by the end of 2010. Criminal liability for pollution may result in substantial penalties or fines and increased civil
liability claims. The directive applies to all types of vessels, irrespective of their flag, but certain exceptions apply to warships or where human safety or the
safety of the ship is in danger.
The European Union has adopted several regulations and directives requiring, among other things, more frequent inspections of high-risk ships, as
determined by type, age, and flag as well as the number of times the ship has been detained. The European Union also adopted and extended a ban on
substandard ships and enacted a minimum ban period and a definitive ban for repeated offenses. Regulations also provided the European Union with
greater authority and control over classification societies, by imposing more requirements on classification societies and providing for fines or penalty
payments for organizations that failed to comply. Furthermore, the EU has implemented regulations requiring vessels to use reduced sulfur content fuel for
their main and auxiliary engines. The EU Directive 2005/33/EC (amending Directive 1999/32/EC) introduced requirements parallel to those in Annex VI
relating to the sulfur content of marine fuels. In addition, the EU imposed a 0.1% maximum sulfur requirement for fuel used by ships at berth in the Baltic,
the North Sea and the English Channel (the so-called “SOx-Emission Control Area”). As of January 2020, EU member states must also ensure that ships in
all EU waters, except the SOx-Emission Control are, use fuels with a 0.5% maximum sulfur content. On September 15, 2020, the European Parliament
voted to include green house gas ("GHG") emissions from the maritime sector in the European Union’s
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carbon market from 2022. This will require shipowners to buy permits to cover these emissions. Contingent on another formal approval vote, specific
regulations are forthcoming and are expected to be proposed in 2021.
Greenhouse Gas Regulation
Currently, GHG emissions from international shipping are not subject to the Kyoto Protocol to the United Nations Framework Convention on Climate
Change, which entered into force in 2005 and pursuant to which adopting countries have been required to implement national programs to reduce
greenhouse gas emissions with targets extended through 2020. International negotiations are continuing with respect to a successor to the Kyoto Protocol,
and restrictions on shipping emissions may be included in any new treaty. In December 2009, more than 27 nations, including the U.S. and China, signed
the Copenhagen Accord, which includes a non-binding commitment to reduce greenhouse gas emissions. The 2015 United Nations Climate Change
Conference in Paris resulted in the Paris Agreement, which entered into force on November 4, 2016 and does not directly limit greenhouse gas emissions
from ships. Although the U.S. withdrew from the Paris Agreement effective November 4, 2020, the U.S. rejoined the Paris Agreement on February 19,
2021, following a January 20, 2021, executive order by U.S. President Biden.
Although the international agreements discussed above do not currently provide for GHG emissions limits or reporting for international shipping,
the IMO and EU have imposed reporting requirements and the IMO has proposed emissions requirements. As of January 1, 2019, owners and operators of
ships above 5,000 gross tonnage are required to have a documented plan in place to monitor CO2 emissions to comply with the IMO’s data collection
system (“IMO DCS”) requirement. The Company updated its existing Ship Energy Efficiency Management Plans (“SEEMP”) in 2018 documenting the
methodologies we decided to use for collecting and reporting the required data to flag state. Our updated SEEMPs have been verified by a recognized
independent organization and we are collecting all relevant data in our onboard data collection system since the start of 2019. Starting January 1, 2020, a
recognized independent organization will review and certify the annual emissions data submitted by each vessel and issue each vessel a Statement of
Compliance. The independent organization will then submit the data annually to the IMO Ship Fuel Oil Consumption Database. The IMO will utilize this
data to produce an annual report to the MEPC, summarizing the data collected.
The Company also established and received approval for its EU Monitoring, Reporting, Verification (“MRV”) monitoring plans from an independent
verifier in 2017. The reporting requirements of the EU MRV are similar to those under IMO DCS but only apply to ships calling at European Economic
Area (EU, Norway and Iceland) ports. Data collection takes place on a per voyage basis and started January 1, 2018. The reported CO2 emissions,
together with additional data, are independently verified before being sent to a central database managed by the European Maritime Safety Agency
(EMSA). The aggregated ship emission and efficiency data is published annually by the European Commission starting June 30, 2019.
During MEPC 75 in November 2020, the IMO approved draft regulations to cut the carbon intensity of existing ships. The draft amendments
would require ships to combine a technical and an operational approach to reduce their carbon intensity, in line with the ambition of the Initial IMO GHG
Strategy, which aims to reduce carbon intensity of international shipping by 40% by 2030, compared to 2008. These draft amendments are expected to
incentivize reduced sailing speeds for all but the newest and most efficient ships in order to limit emissions and may lead to increased demolition of older,
less efficient tonnage that is unable to comply with the amendments. The IMO also adopted draft amendments to significantly strengthen the Energy
Efficiency Design Index “phase 3” requirements for new ships of several types, with expected entry into force date of April 1, 2022. This means that new
ships built from that date must be significantly more energy efficient than the baseline. The draft amendments will be put forward for formal adoption at
MEPC 76, to be held in June 2021.
Any passage of climate control legislation or other regulatory initiatives by the IMO, the EU, the U.S. or other countries where we operate, or any
treaty adopted at the international level to succeed the Kyoto Protocol or Paris Agreement, that restricts emissions of greenhouse gases could require us to
make significant financial expenditures which we cannot predict with certainty at this time. Revenue generation and strategic growth opportunities may
also be adversely affected. Even in the absence of climate control legislation, our business may be
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indirectly affected to the extent that climate change may result in sea level changes or more intense weather events such as those which may present a risk
of damage or loss to our vessels.
International Labour Organization
The ILO is a specialized agency of the UN with headquarters in Geneva, Switzerland. The ILO has adopted the Maritime Labor Convention 2006 (the
“MLC 2006”). A Maritime Labor Certificate and a Declaration of Maritime Labor Compliance will be required to ensure compliance with the MLC 2006
for all ships above 500 gross tons in international trade. All of our vessels are compliant with the MLC 2006 and we intend to maintain them accordingly.
Vessel Security Regulations
Since the terrorist attacks of September 11, 2001 in the United States, there have been a variety of initiatives intended to enhance vessel security such as
the Maritime Transportation Security Act of 2002 (“MTSA”). To implement certain portions of the MTSA, in July 2003, the USCG issued regulations
requiring the implementation of certain security requirements aboard vessels operating in waters subject to the jurisdiction of the United States. The
regulations also impose requirements on certain ports and facilities, some of which are regulated by the EPA. We have implemented measures to comply
with the requirements when calling at U.S. ports.
Similarly, in December 2002, amendments to SOLAS created a new chapter of the convention dealing specifically with maritime security. The new
Chapter V became effective in July 2004 and imposes various detailed security obligations on vessels and port authorities, and mandates compliance with
the International Ship and Port Facilities Security Code (“ISPS Code”). The ISPS Code is designed to enhance the security of ports and ships against
terrorism. Amendments to SOLAS Chapter VII, made mandatory in 2004, apply to vessels transporting dangerous goods and require those vessels be in
compliance with the International Maritime Dangerous Goods Code. To trade internationally, a vessel must attain an International Ship Security Certificate
(“ISSC”) from a recognized security organization approved by the vessel’s flag state. Among the various requirements are:
• 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;
• 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;
Ship identification number to be permanently marked on a vessel’s hull;
•
• 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
Compliance with flag state security certification requirements.
•
Ships operating without a valid certificate may be detained at port until it obtains an ISSC, or it may be expelled from port, or refused entry at port.
Furthermore, additional security measures could be required in the future which could have a significant financial impact on us. The USCG regulations,
intended to be aligned with international maritime security standards, exempt non-U.S. vessels from MTSA vessel security measures, provided such vessels
have on board a valid ISSC that attests to the vessel's compliance with SOLAS security requirements and the ISPS Code. Our vessels have a valid ISSC
and it is our intent to maintain such certificates. We have implemented the various security measures addressed by the MTSA, SOLAS and the ISPS Code.
During 2020, the Company had one major security incident with a third party security guard hired during the vessel's transit from the Indian
Ocean towards the Red Sea. The hired guard took control of one of our vessels, including crew and cargo. The Company, in coordination with maritime
security experts, worked to resolve the
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incident peacefully. The safety of crew, vessel and cargo were re-established during the voyage. Applicable procedures have been evaluated and enhanced
to mitigate a recurrence.
Financial Regulations
Our business operations in countries outside the United States are subject to a number of laws and regulations, including restrictions imposed by the
FCPA, as well as economic sanctions and trade embargoes administered by Office of Foreign Assets Control ("OFAC"). The FCPA prohibits bribery of
foreign officials and requires us to keep books and records that accurately and fairly reflect our transactions. OFAC administers and enforces economic
sanctions and trade embargoes based on U.S. foreign policy and national security goals against targeted foreign states, organizations and individuals.
In November 2015, the Company filed a voluntary self-disclosure report with OFAC regarding certain apparent violations of U.S. sanctions regulations
in the provision of shipping services for third party charterers with respect to the transportation of cargo to or from Myanmar (formerly Burma). The
Company had a different senior management team at the time of the apparent violations which occurred between 2011 and 2014. The Company’s new
senior management and new Board of Directors self-reported the apparent violation and cooperated fully with OFAC's investigation and has since
implemented robust remedial measures and significantly enhanced its compliance safeguards.
On January 23, 2020, Eagle Shipping International (USA) LLC (“ESI”), a subsidiary of the Company, entered into a settlement agreement with
OFAC in which ESI agreed to make a one-time payment to the U.S. Department of the Treasury in the amount of $1.125 million and undertake certain
compliance commitments in exchange for OFAC agreeing to release and forever discharge the Company and its subsidiaries, including ESI, without any
finding of fault, from any and all civil liability in connection with the apparent violations. The settlement does not constitute an admission of fault or
wrongdoing by the Company or any of its subsidiaries.
Inspection by Classification Societies
Every ocean-going vessel must be inspected and certified by a classification society. The classification society certifies that the vessel is "in class,"
signifying that the vessel has been built and maintained in accordance with the rules of the classification society and complies with applicable rules and
regulations of the vessel's country of registry and the international conventions of which that country is a member. In addition, where surveys are required
by international conventions and corresponding laws and ordinances of a flag state, the classification society will undertake them on application or by
official order, acting on behalf of the authorities concerned.
The classification society also undertakes on request other surveys and checks that are required by regulations and requirements of the flag state. These
surveys are subject to agreements made in each individual case and/or to the regulations of the country concerned.
For maintenance of the class certification, regular and extraordinary surveys of hull, machinery, including the electrical plant, and any special equipment
classed are required to be performed as follows:
•
•
Annual Surveys. For ocean-going ships, annual surveys are conducted for the hull and the machinery, including the electrical plant, and where
applicable for special equipment classed, within three months before or after each anniversary date of the date of commencement of the class
period indicated in the certificate.
Intermediate Surveys. Intermediate surveys typically are required two and one-half years after the vessel is commissioned, and thereafter at five
year intervals. The first three intermediate surveys may be conducted while the vessel remains in the water, and thereafter the vessel must be dry-
docked for each Intermediate Survey.
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•
Class Renewal Surveys. Class renewal surveys, also known as special surveys, are carried out for the ship’s hull, machinery, including the
electrical plant and for any special equipment classed, at the intervals indicated by the character of classification for the hull. At the special survey
the vessel is thoroughly examined, including audio-gauging to determine the thickness of the steel structures. Should the thickness be found to be
less than class requirements, the classification society would prescribe steel renewals. The classification society may grant a one year grace period
for completion of the special survey. Substantial amounts of money may have to be spent for steel renewals to pass a special survey if the vessel
experiences excessive wear and tear. In lieu of the special survey approximately every five years, depending on whether a grace period was
granted, a ship owner has the option of arranging with the classification society for the vessel’s hull or machinery to be on a continuous survey
cycle, in which every part of the vessel would be surveyed within a five year cycle. At an owner’s application, the surveys required for class
renewal may be split according to an agreed schedule to extend over the entire period of class. This process is referred to as continuous class
renewal.
All areas subject to survey as defined by the classification society are required to be surveyed at least once per class period, unless shorter intervals
between surveys are prescribed elsewhere. The period between two subsequent surveys of each area must not exceed five years.
Most vessels are also drydocked every 30 to 60 months for inspection of the underwater parts and for repairs related to inspections. If any defects are
found, the classification surveyor will issue a "recommendation" which must be rectified by the ship owner within prescribed time limits.
Most insurance underwriters make it a condition for insurance coverage that a vessel be certified as “in class” by a classification society which is a
member of the International Association of Classification Societies (the “IACS”). In December 2013, the IACS adopted new harmonized Common
Structure Rules, which apply to bulk carriers constructed on or after July 1, 2015. All our vessels must be certified as being “in class” prior to their delivery
under our standard purchase contracts and memorandum of agreement. If the vessel is not class certified on the date of closing, we have no obligation to
take delivery of the vessel. We have all of our vessels and intend to have all vessels that we acquire in the future, classed by IACS members.
Risk of Loss and Liability Insurance
General
The operation of any drybulk vessel includes risks such as mechanical failure, collision, property loss, cargo loss or damage and business interruption
due to political circumstances in foreign countries, hostilities and labor strikes. In addition, there is always an inherent possibility of a marine casualty,
including oil spills (e.g. fuel oil) and other environmental mishaps, and the liabilities arising from owning and operating vessels in international trade. OPA,
which imposes liability upon owners, operators and demise charterers of vessels trading in the United States exclusive economic zone for certain oil
pollution accidents in the United States, has made liability insurance more expensive for ship owners and operators trading in the U.S. market.
While we maintain hull and machinery insurance, loss of hire insurance, war risks insurance, protection and indemnity cover and freight, demurrage and
defense cover for our owned fleet in amounts that we believe to be prudent to cover normal risks in our operations, we may not be able to achieve or
maintain this level of coverage throughout a vessel's useful life. Furthermore, while we believe that our current insurance coverage is adequate, not all risks
can be insured, and there can be no guarantee that any specific claim will be paid, or that we will always be able to obtain adequate insurance coverage at
reasonable rates.
Hull & Machinery and War Risks Insurance
We maintain marine hull, machinery and war risks insurances, which cover the risk of damage or actual or constructive total loss for all of our vessels.
Our vessels are each covered up to at least their fair market value with a deductible of $100,000 per vessel per incident.
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Protection and Indemnity Insurance Coverage
Protection and Indemnity Insurance is a form of mutual indemnity insurance provided by protection and indemnity associations (“P&I Associations”),
which insure our third-party liabilities in connection with our shipping activities. This includes third-party liability and other related expenses resulting
from the injury, illness or death of crew, passengers and other third parties, the loss or damage to cargo, claims arising from collisions with other vessels,
damage to other third-party property, pollution, and other related costs, including wreck removal. Subject to the "capping" discussed below except for
pollution is unlimited.
Our current Protection and Indemnity Insurance coverage for pollution is $1.0 billion per vessel per incident. The 13 P&I Associations that comprise the
International Group of P & I Association insure approximately 90% of the world’s commercial tonnage and have entered into a pooling agreement to
reinsure each association’s liabilities. As a member of two P&I Associations which are members of the International Group, we are subject to calls payable
to the associations based on the Company's claim records as well as the claim records of all other members of the individual associations and members of
the pool of P&I Associations comprising the International Group.
Competition
We compete with a large number of international drybulk owners. The international shipping industry is highly competitive and fragmented with no
single owner accounting for more than 5.0% of the on-the-water drybulk fleet. As of December 31, 2020, there are approximately 12,300 drybulk vessels
over 10,000 dwt totaling approximately 911 million dwt. We compete with other primarily private owners of drybulk vessels in the Handysize,
Supramax/Ultramax, and Panamax asset classes.
Competition in the shipping industry varies according to the nature of the contractual relationship as well as the specific commodity being
shipped. Our business will fluctuate as a result of changes in the supply and demand for drybulk commodities and also the main patterns of trade in these
commodities. Competition in virtually all bulk trades is intense and based primarily on supply of ships and demand for our ocean transportation services.
We compete for charters on the basis of price, vessel location, size, age and condition of the vessel, as well as on our reputation as an owner and operator.
Increasingly, major customers are demonstrating a preference for modern vessels based on concerns about the environmental and operational risks
associated with older vessels. Consequently, we believe owners of large modern fleets have gained a competitive advantage over owners of older fleets.
Seasonality
Demand for vessel capacity has historically exhibited seasonal variations and, as a result, fluctuations in charter rates. This seasonality may result in
quarter-to-quarter volatility in our operating results for our vessels trading in the spot market. The drybulk market is typically stronger in the fall (due to
both increased North American grain shipments and higher coal purchases for heating fuel ahead of the cold winter months) and spring (due to increased
South American grain shipments). In addition, unpredictable weather patterns may disrupt vessel scheduling and supplies of certain commodities. To the
extent that we must enter into a new charter or renew an existing charter for a vessel in our fleet during a time when seasonal variations have reduced
prevailing charter rates, our operating results may be adversely affected.
Value of Assets and Cash Requirements
The replacement costs of comparable new vessels may be above or below the book value of our fleet. The market value of our fleet may be below book
value when market conditions are weak and exceed book value when markets are strong. In common with other ship owners, we may consider asset
redeployment which at times may include the sale of vessels at less than their book value.
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Exchange Controls
Under Marshall Islands law, there are currently no restrictions on the export or import of capital, including foreign exchange controls or restrictions that
affect the remittance of dividends, interest or other payments to non-resident holders of our common stock.
Tax Considerations
The following is a discussion of the material Marshall Islands and United States federal income tax considerations relevant to owning common stock by
a United States Holder or a Non-United States Holder, (each as defined below). This discussion does not purport to deal with the tax consequences of
owning the common stock to all categories of investors, some of which (such as financial institutions, regulated investment companies, real estate
investment trusts, tax-exempt organizations, insurance companies, persons holding our common stock as part of a hedging, integrated, conversion or
constructive sale transaction or a straddle, traders in securities that have elected the mark-to-market method of accounting for their securities, persons liable
for alternative minimum tax, persons who are investors in pass-through entities, dealers in securities or currencies, persons required to recognize income for
U.S. federal income tax purposes no later than when such income is reported on an “applicable financial statement,” persons subject to the "base erosion
and anti-avoidance" tax, persons who own, directly or constructively, 10% or more of our common stock and investors whose functional currency is not the
United States dollar) may be subject to special rules. This discussion deals only with holders who own common stock as a capital asset. Shareholders are
encouraged to consult their own tax advisors concerning the overall tax consequences arising in their own particular situation under United States federal,
state, local or foreign law of the ownership of our common stock.
Marshall Islands Tax Considerations
In the opinion of Seward & Kissel LLP, the following are the material Marshall Islands tax consequences of our activities to us and shareholders of our
common stock. We are incorporated in the Marshall Islands. Under current Marshall Islands law, we are not subject to tax on income or capital gains, and
no Marshall Islands withholding tax will be imposed upon payments of dividends by us to our shareholders.
United States Federal Income Tax Considerations
In the opinion of Seward & Kissel LLP, our United States tax counsel, the following are the material United States federal income tax consequences to us
of our activities and to United States Holders and to Non-United States Holders of our common stock. The following discussion of United States federal
income tax matters is based on the Internal Revenue Code of 1986, as amended, or the Code, judicial decisions, administrative pronouncements, and
existing and proposed regulations issued by the United States Department of the Treasury, all of which are subject to change, possibly with retroactive
effect. In addition, the discussion below is based, in part, on the description of our business as described in Item 1. Business in this Annual Report and
assumes that we conduct our business as described in that section.
We have made, or will make, special United States federal income tax elections in respect of each of our ship owning or operating subsidiaries
that is potentially subject to tax as a result of deriving income attributable to the transportation of cargoes to or from the United States. The effect of the
special U.S. tax elections is to ignore or disregard the subsidiaries for which elections have been made as separate taxable entities and to treat them as part
of their parent, the ''Company.'' Therefore, for purposes of the following discussion, the Company, and not the subsidiaries subject to this special election,
will be treated as the owner and operator of the vessels and as receiving the income therefrom.
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United States Federal Income Taxation of Our Company
Taxation of Operating Income: In General
The Company currently earns, and anticipates that it will continue to earn, substantially all its income from the hiring or leasing of vessels for use on a
time or voyage charter basis or from the performance of services directly related to those uses, all of which we refer to as ''shipping income.''
Unless exempt from United States federal income taxation under the rules of Section 883 of the Code (“Section 883”), as discussed below, a
foreign corporation such as ourselves will be subject to United States federal income taxation on its ''shipping income'' that is treated as derived from
sources within the United States, to which we refer as ''United States source shipping income.'' For tax purposes, ''United States source shipping income''
includes 50% of shipping income that is attributable to transportation that begins or ends, but that does not both begin and end, in the United States.
Shipping income attributable to transportation exclusively between non-United States ports will be considered to be 100% derived from sources
outside the United States. Shipping income derived from sources outside the United States will not be subject to any United States federal income tax.
Shipping income attributable to transportation exclusively between United States ports is considered to be 100% derived from United States
sources. However, the Company is not permitted by United States law to engage in the transportation of cargoes that produces 100% United States source
income.
Unless exempt from tax under Section 883, the Company's gross United States source shipping income would be subject to a 4% tax imposed
without allowance for deductions as described below.
Exemption of Operating Income from United States Federal Income Taxation
Under Section 883 and the regulations thereunder, a foreign corporation will be exempt from United States federal income taxation on its United
States source shipping income if:
•
•
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
one of the following tests is met:
◦ 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'';
◦
◦
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
it is a ''controlled foreign corporation'' and satisfies an ownership test, to which, collectively, we refer to as the ''CFC Test.''
The Republic of the Marshall Islands, the jurisdiction where the Company is incorporated, has been officially recognized by the United States
Internal Revenue Service (the “IRS”) as a qualified foreign country that grants the requisite ''equivalent exemption'' from tax in respect of each category of
shipping income the Company earns and currently expects to earn in the future. Therefore, the Company will be exempt from United States federal income
taxation with respect to its United States source shipping income if it satisfies any one of the 50%
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Ownership Test, the Publicly-Traded Test, or the CFC Test.
For our 2020 taxable year, we believe that we satisfy the Publicly-Traded Test, as discussed in more detail below. The Company does not currently
anticipate a circumstance under which it would be able to satisfy the 50% Ownership Test or the CFC Test.
Publicly-Traded Test
The regulations under Section 883 provide, in pertinent part, that shares of a foreign corporation will be considered to be ''primarily traded'' on an
established securities market in a country if the number of shares of each class of shares that are traded during any taxable year on all established securities
markets in that country exceeds the number of shares in each such class that are traded during that year on established securities markets in any other single
country. The Company's common stock, which is its sole class of issued and outstanding shares, are ''primarily traded'' on the Nasdaq Global Select Market.
Under the regulations, the Company's common stock will be considered to be ''regularly traded'' on an established securities market if one or more
classes of its shares representing more than 50% of its outstanding shares, by both total combined voting power of all classes of shares entitled to vote and
total value, are listed on such market, to which we refer as the ''listing threshold.'' Since our common stock, which is our sole class of issued and
outstanding shares, is listed on the Nasdaq Global Select Market, we believe that we satisfy the listing threshold.
It is further required that with respect to each class of shares relied upon to meet the listing threshold, (i) such class of shares is traded on the
market, other than in minimal quantities, on at least 60 days during the taxable year or one-sixth of the days in a short taxable year; and (ii) the aggregate
number of shares of such class of shares traded on such market during the taxable year is at least 10% of the average number of shares of such class of
shares outstanding during such year or as appropriately adjusted in the case of a short taxable year. We believe the Company will satisfy the trading
frequency and trading volume tests. Even if this were not the case, the regulations provide that the trading frequency and trading volume tests will be
deemed satisfied if, as is the case with the Company's common stock, such class of shares is traded on an established market in the United States and such
shares are regularly quoted by dealers making a market in such shares.
Notwithstanding the foregoing, the regulations provide, in pertinent part, that a class of shares will not be considered to be ''regularly traded'' on an
established securities market for any taxable year in which 50% or more of the vote and value of the outstanding shares of such class are owned, actually or
constructively under specified share attribution rules, on more than half the days during the taxable year by persons who each own 5% or more of the vote
and value of such class of outstanding shares, to which we refer as the ''5 Percent Override Rule.''
For purposes of being able to determine the persons who actually or constructively own 5% or more of the vote and value of the Company's
common stock (“5% Shareholders”), the regulations permit the Company to rely on those persons that are identified on Schedule 13G and Schedule 13D
filings with the SEC, as owning 5% or more of the Company's common stock. The regulations further provide that an investment company which is
registered under the Investment Company Act of 1940, as amended, will not be treated as a 5% Shareholder for such purposes.
In the event the 5 Percent Override Rule is triggered, the regulations provide that the 5 Percent Override Rule will nevertheless not apply if the
Company can establish that within the group of 5% Shareholders, there are sufficient qualified shareholders for purposes of Section 883 to preclude non-
qualified shareholders in such group from owning 50% or more of the Company's common stock for more than half the number of days during the taxable
year, which we refer to as the ''5 Percent Override Exception.''
Based on the ownership and trading of our stock in 2020, we believe that we satisfied the publicly traded test and qualified for the Section 883
exemption in 2020. Even if we do qualify for the Section 883 exemption in 2020, there can be no assurance that changes and shifts in the ownership of our
stock by 5% shareholders will not preclude us from qualifying for the Section 883 exemption in future taxable years.
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Taxation in Absence of Section 883 Exemption
If the benefits of Section 883 are unavailable, the Company's United States source shipping income would be subject to a 4% tax imposed by Section
887 of the Code on a gross basis, without the benefit of deductions, to the extent that such income is not considered to be ''effectively connected'' with the
conduct of a United States trade or business, as described below. Since under the sourcing rules described above, no more than 50% of the Company's
shipping income would be treated as being United States source shipping income, the maximum effective rate of United States federal income tax on our
shipping income would never exceed 2% under the 4% gross basis tax regime. Based on the current operation of our vessels, if we were subject to 4%
gross basis tax, our United States federal income tax liability would be approximately $1.6 million for the years ended December 31, 2020 and 2019.
However, we can give no assurance that the operation of our vessels, which are under the control of third party charterers, will not change such that our
United States federal income tax liability would be substantially higher.
To the extent the Company's United States source shipping income is considered to be ''effectively connected'' with the conduct of a United States
trade or business, as described below, any such ''effectively connected'' United States source shipping income, net of applicable deductions, would be
subject to United States federal income tax, currently imposed at a rate of 21%. In addition, the Company may be subject to the 30% ''branch profits'' tax on
earnings effectively connected with the conduct of such trade or business, as determined after allowance for certain adjustments, and on certain interest
paid or deemed paid attributable to the conduct of the Company's United States trade or business.
The Company's United States source shipping income would be considered ''effectively connected'' with the conduct of a United States trade or
business only if:
•
•
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
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.
United States Taxation of Gain on Sale of Vessels
Assuming that any decision on a vessel sale is made from and attributable to the United States office of the Company, as we believe likely to be the case
as the Company is currently structured, then any gain derived from the sale of any such vessel will be treated as derived from United States sources and
subject to United States federal income tax as ''effectively connected'' income (determined under rules different from those discussed above) under the
above described net income tax regime. If the Company were to qualify for exemption from tax under Section 883 in respect of the shipping income
derived from the international operation of its vessels, then gain from the sale of any such vessel should likewise be exempt from tax under Section 883.
United States Federal Income Taxation of United States Holders
As used herein, the term “United States Holder” means a beneficial owner of our common stock that is an individual United States citizen or resident, a
United States corporation or other United States entity taxable as a corporation, an estate the income of which is subject to United States federal income
taxation regardless of its source, or a trust if (i) a court within the United States is able to exercise primary jurisdiction over the administration of the trust
and one or more United States persons have the authority to control all substantial decisions of the trust or (ii) it has in place an election to be treated as a
United States person for U.S. federal income tax purposes.
If a partnership holds our common stock, the tax treatment of a partner will generally depend upon the status of the partner and upon the activities
of the partnership. If you are a partner in a partnership holding our common stock, you are encouraged to consult your tax advisor.
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Distributions
Subject to the discussion of passive foreign investment companies below, any distributions made by the Company with respect to its common stock to a
United States Holder will generally constitute dividends to the extent of the Company's current or accumulated earnings and profits, as determined under
United States federal income tax principles. Distributions in excess of such earnings and profits will be treated first as a nontaxable return of capital to the
extent of the United States Holder's tax basis in his common stock on a dollar-for-dollar basis and thereafter as capital gain. Because the Company is not a
United States corporation, United States Holders that are corporations will not be entitled to claim a dividend received deduction with respect to any
distributions they receive from us. Dividends paid with respect to the Company's common stock will generally be treated as ''passive category income'' for
purposes of computing allowable foreign tax credits for United States foreign tax credit purposes.
Dividends paid on the Company's common stock to a United States Holder who is an individual, trust or estate (a ''United States Non-Corporate
Holder'') will generally be treated as ''qualified dividend income'' that is taxable to such United States Non-Corporate Holder at preferential tax rates
provided that (1) the common stock is readily tradable on an established securities market in the United States (such as the Nasdaq Global Select Market on
which the Company's common stock is traded); (2) the Company is not a passive foreign investment company for the taxable year during which the
dividend is paid or the immediately preceding taxable year (which we do not believe we have been, are or will be); (3) the United States Non-Corporate
Holder has owned the common stock for more than 60 days in the 121-day period beginning 60 days before the date on which the common stock becomes
ex-dividend; and (4) the United States Non-Corporate Holder is not under an obligation to make related payments with respect to positions in substantially
similar or related property.
There is no assurance that any dividends paid on the Company's common stock will be eligible for these preferential rates in the hands of a United
States Non-Corporate Holder, although we believe that they will be so eligible. Any dividends out of earnings, and profits the Company pays, which are not
eligible for these preferential rates will be taxed as ordinary income to a United States Non-Corporate Holder.
Special rules may apply to any ''extraordinary dividend''-generally, a dividend in an amount which is equal to or in excess of 10% of a
shareholder's adjusted basis in a common share-paid by the Company. If the Company pays an ''extraordinary dividend'' on its common stock that is treated
as ''qualified dividend income,'' then any loss derived by a United States Non-Corporate Holder from the sale or exchange of such common stock will be
treated as a long-term capital loss to the extent of such dividend.
Sale, Exchange or Other Disposition of Common Stock
Assuming the Company does not constitute a passive foreign investment company for any taxable year, a United States Holder generally will recognize
taxable gain or loss upon a sale, exchange or other disposition of the Company's common stock in an amount equal to the difference between the amount
realized by the United States Holder from such sale, exchange or other disposition and the United States Holder's tax basis in such stock. Such gain or loss
will be treated as long-term capital gain or loss if the United States Holder's holding period is greater than one year at the time of the sale, exchange or
other disposition. Such capital gain or loss will generally be treated as United States source income or loss, as applicable, for United States foreign tax
credit purposes. Long-term capital gains of United States Non-Corporate Holders are currently eligible for reduced rates of taxation. A United States
Holder's ability to deduct capital losses is subject to certain limitations.
Passive Foreign Investment Company Status and Significant Tax Consequences
Special United States federal income tax rules apply to a United States Holder that holds shares in a foreign corporation classified as a “passive
foreign investment company” for United States federal income tax purposes. In general, the Company will be treated as a passive foreign investment
company with respect to a United States Holder if, for any taxable year in which such holder holds the Company's common stock, either:
33
•
•
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
at least 50% of the average value of our assets during such taxable year produce, or are held for the production of, passive income
Income earned, or deemed earned, by the Company in connection with the performance of services would not constitute passive income. By
contrast, rental income would generally constitute ''passive income'' unless the Company was treated under specific rules as deriving its rental income in the
active conduct of a trade or business.
Based on the Company's current operations and future projections, we do not believe that the Company has been or is, nor do we expect the
Company to become, a passive foreign investment company with respect to any taxable year. Although there is no legal authority directly on point, our
belief is based principally on the position that, for purposes of determining whether the Company is a passive foreign investment company, the gross
income it derives from its time chartering and voyage chartering activities should constitute services income, rather than rental income. Accordingly, such
income should not constitute passive income, and the assets that the Company owns and operates in connection with the production of such income, in
particular, the vessels, should not constitute passive assets for purposes of determining whether the Company is a passive foreign investment company.
We believe there is substantial legal authority supporting our position consisting of case law and IRS pronouncements concerning the
characterization of income derived from time charters and voyage charters as services income for other tax purposes. However, there is also authority
which characterizes time charter income as rental income rather than services income for other tax purposes. In addition, we have obtained an opinion from
our counsel, Seward & Kissel LLP, that, based upon the Company's operations as described herein, its income from time charters and voyage charters
should not be treated as passive income for purposes of determining whether it is a passive foreign investment company. However, in the absence of any
legal authority specifically relating to the statutory provisions governing passive foreign investment companies, the United States Internal Revenue Service,
or the IRS or a court could disagree with our position. In addition, although the Company intends to conduct its affairs in a manner to avoid being classified
as a passive foreign investment company with respect to any taxable year, we cannot assure you that the nature of its operations will not change in the
future.
As discussed more fully below, if the Company were to be treated as a passive foreign investment company for any taxable year, a United States Holder
would be subject to different taxation rules depending on whether the United States Holder makes an election to treat the Company as a ''Qualified Electing
Fund,'' which election we refer to as a ''QEF election.'' As an alternative to making a QEF election, a United States Holder should be able to make a ''mark-
to-market'' election with respect to the Company's common stock, as discussed below. In addition, if we were to be treated as a passive foreign investment
company, a United States holder would be required to file an annual report with the IRS for that year with respect to such holder’s common stock.
Taxation of United States Holders Making a Timely QEF Election
If a United States Holder makes a timely QEF election, which United States Holder we refer to as an ''Electing Holder,'' the Electing Holder must report
for United States federal income tax purposes its pro rata share of the Company's ordinary earnings and net capital gain, if any, for each taxable year of the
Company for which it is a passive foreign investment company that ends with or within the taxable year of the Electing Holder, regardless of whether or
not distributions were received from the Company by the Electing Holder. No portion of any such inclusions of ordinary earnings will be treated as
''qualified dividend income.'' Net capital gain inclusions of United States Non-Corporate Holders would be eligible for preferential capital gains tax rates.
The Electing Holder's adjusted tax basis in the common stock will be increased to reflect taxed but undistributed earnings and profits. Distributions of
earnings and profits that had been previously taxed will result in a corresponding reduction in the adjusted tax basis in the common stock and will not be
taxed again once distributed. An Electing Holder would not, however, be entitled to a deduction for its pro rata share of any losses that the Company incurs
with respect to any year. An Electing Holder would generally recognize capital gain or loss on the sale, exchange or other disposition of the Company's
common stock. A United States Holder would make a timely QEF election for shares of the
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Company by filing one copy of IRS Form 8621 with his United States federal income tax return for the first year in which he held such shares when the
Company was a passive foreign investment company. If the Company were to be treated as a passive foreign investment company for any taxable year, the
Company would provide each United States Holder with all necessary information in order to make the QEF election described above.
Taxation of United States Holders Making a ''Mark-to-Market'' Election
Alternatively, if the Company were to be treated as a passive foreign investment company for any taxable year and, as we anticipate, its shares are
treated as "marketable stock", a United States Holder would be allowed to make a ''mark-to-market'' election with respect to the Company's common stock,
provided the United States Holder completes and files IRS Form 8621 in accordance with the relevant instructions and related Treasury regulations. If that
election is made, the United States Holder generally would include as ordinary income in each taxable year the excess, if any, of the fair market value of the
common stock at the end of the taxable year over such holder's adjusted tax basis in the common stock. The United States Holder would also be permitted
an ordinary loss in respect of the excess, if any, of the United States Holder's adjusted tax basis in the common stock over its fair market value at the end of
the taxable year, but only to the extent of the net amount previously included in income as a result of the mark-to-market election. A United States Holder's
tax basis in his common stock would be adjusted to reflect any such income or loss amount. Gain realized on the sale, exchange or other disposition of the
Company's common stock would be treated as ordinary income, and any loss realized on the sale, exchange or other disposition of the Company’s common
stock would be treated as ordinary loss to the extent that such loss does not exceed the net mark-to-market gains previously included by the United States
Holder. No income inclusions under this election will be treated as "qualified dividend income."
Taxation of United States Holders Not Making a Timely QEF or Mark-to-Market Election
Finally, if the Company were to be treated as a passive foreign investment company for any taxable year, a United States Holder who does not make
either a QEF election or a “mark-to-market” election for that year, whom we refer to as a “Non-Electing Holder” would be subject to special rules with
respect to (1) any excess distribution (i.e., the portion of any distributions received by the Non-Electing Holder on the common stock in a taxable year in
excess of 125% of the average annual distributions received by the Non-Electing Holder in the three preceding taxable years, or, if shorter, the Non-
Electing Holder's holding period for the common stock), and (2) any gain realized on the sale, exchange or other disposition of the Company's common
stock. Under these special rules:
•
•
•
the excess distribution or gain would be allocated ratably over the Non-Electing Holder's aggregate holding period for the common stock;
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
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.
These special rules would not apply to a qualified pension, profit sharing or other retirement trust or other tax-exempt organization that did not borrow
money or otherwise utilize leverage in connection with its acquisition of the Company's common stock. If the Company is a passive foreign investment
company and a Non-Electing Holder who is an individual dies while owning the Company's common stock, such holder's successor generally would not
receive a step-up in tax basis with respect to such shares.
United States Federal Income Taxation of “Non-United States Holders”
A beneficial owner of common stock (other than a partnership) that is not a United States Holder is referred to herein as a “Non-United States Holder”.
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If a partnership holds our common stock, the tax treatment of a partner will generally depend upon the status of the partner and upon the activities
of the partnership. If you are a partner in a partnership holding our common stock, you are encouraged to consult your tax advisor.
Dividends on Common Stock
Non-United States Holders generally will not be subject to United States federal income tax or withholding tax on dividends received from the Company
with respect to its common stock, unless that income is effectively connected with the Non-United States Holder's conduct of a trade or business in the
United States. If the Non-United States Holder is entitled to the benefits of a United States income tax treaty with respect to those dividends, that income is
taxable only if it is attributable to a permanent establishment maintained by the Non-United States Holder in the United States.
Sale, Exchange or Other Disposition of Common Stock
Non-United States Holders generally will not be subject to United States federal income tax or withholding tax on any gain realized upon the sale,
exchange or other disposition of the Company's common stock, unless:
•
•
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
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.
If the Non-United States Holder is engaged in a United States trade or business for United States federal income tax purposes, the income from the
common stock, including dividends and the gain from the sale, exchange or other disposition of the shares, that is effectively connected with the conduct of
that trade or business will generally be subject to regular United States federal income tax in the same manner as discussed in the previous section relating
to the taxation of United States Holders. In addition, if you are a corporate Non-United States Holder, your earnings and profits that are attributable to the
effectively connected income, which are subject to certain adjustments, may be subject to an additional branch profits tax at a rate of 30%, or at a lower rate
as may be specified by an applicable income tax treaty.
Backup Withholding and Information Reporting
In general, dividend payments, or other taxable distributions, made within the United States to you will be subject to information reporting requirements
if you are a non-corporate United States Holder. Such payments or distributions may also be subject to backup withholding tax if you are a non-corporate
United States Holder and you:
•
Fail to provide an accurate taxpayer identification number;
• 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
•
In certain circumstances, fail to comply with applicable certification requirements.
Non-United States Holders may be required to establish their exemption from information reporting and backup withholding by certifying their status on
an appropriate IRS Form W-8.
If you are a Non-United States Holder and you sell your common stock to or through a United States office of a broker, the payment of the
proceeds is subject to both United States backup withholding and information reporting unless you certify that you are a non-United States person, under
penalties of perjury, or you otherwise
36
establish an exemption. If you sell your common stock through a non-United States office of a non-United States broker and the sales proceeds are paid to
you outside the United States, then information reporting and backup withholding generally will not apply to that payment. However, United States
information reporting requirements, but not backup withholding, will apply to a payment of sales proceeds, even if that payment is made to you outside the
United States, if you sell your common stock through a non-United States office of a broker that is a United States person or has some other contacts with
the United States. Such information reporting requirements will not apply, however, if the broker has documentary evidence in its records that you are a
non-United States person and certain other conditions are met, or you otherwise establish an exemption.
Backup withholding tax is not an additional tax. Rather, you generally may obtain a refund of any amounts withheld under backup withholding
rules that exceed your income tax liability by filing a refund claim with the IRS.
Individuals who are United States Holders (and to the extent specified in applicable Treasury regulations, certain United States entities and Non-
United States Holders) who hold “specified foreign financial assets” (as defined in Section 6038D of the Code) are required to file IRS Form 8938 with
information relating to the asset for each taxable year in which the aggregate value of all such assets exceeds $75,000 at any time during the taxable year or
$50,000 on the last day of the taxable year (or such higher dollar amount as prescribed by applicable Treasury regulations). Specified foreign financial
assets would include, among other assets, our common shares, unless the shares are held through an account maintained with a United States financial
institution. Substantial penalties apply to any failure to timely file IRS Form 8938, unless the failure is shown to be due to reasonable cause and not due to
willful neglect. Additionally, in the event an individual United States Holder (and to the extent specified in applicable Treasury regulations, a United States
entity and Non-United States Holders) that is required to file IRS Form 8938 does not file such form, the statute of limitations on the assessment and
collection of United States federal income taxes of such holder for the related tax year may not close until three years after the date that the required
information is filed. United States Holders (including United States entities) and Non-United States Holders are encouraged to consult their own tax
advisors regarding their reporting obligations under this legislation.
Glossary of Shipping Terms
The following are definitions of shipping terms used in this Form 10-K.
Annual Survey— The inspection of a vessel by a classification society, on behalf of a flag state, that takes place every year.
Ballast Water Treatment System or BWTS— A system used to prevent the spread of harmful aquatic organisms from one region to another by
minimizing the uptake and/or discharge of sediments and organisms in the water that ships use as ballast to maintain stability. These systems are required
on all ships, according to a timetable of implementation, in accordance with the BWM Convention discussed in the Pollution Control and Liability
Requirements section above.
Baltic Dry Index or BDI —The BDI is an index published by the Baltic Exchange. The index tracks the world’s principal bulk cargo trades and reflects
trades within the Pacific and the Atlantic, as well as trades between the oceans, maintaining a balance between front haul and back haul routes. It is a
composite of the five routes of the Baltic Capesize Index, five routes of the Baltic Panamax Index, and 10 routes of the Baltic Supramax Index.
Baltic Exchange—Based in London, the Baltic Exchange is a market for the trading and settlement of physical and derivative contracts. The exchange also
publishes daily freight market prices and maritime shipping cost indices, including Baltic Dry Index and segment indices for Capesize, Panamax,
Supramax, and Handysize bulk carriers.
Baltic Supramax Index or BSI —The BSI is an index published by the Baltic Exchange which tracks the gross time charter spot value for a Supramax
vessel. Initiated in 2005, the BSI was originally based on a 52,000 dwt ship of standard design and 6 trade routes across the world. As a result of a trend
toward larger ship sizes and changes to trade patterns, this version of the index was discontinued as of January 31, 2019. The updated BSI is now based on
a 58,000 dwt, non-scrubber fitted Supramax and 10 trade routes across the world.
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Bareboat Charter—Also known as “demise charter.” Contract or hire of a ship under which the ship owner is usually paid a fixed amount of charter hire
rate for a certain period of time during which the charterer is responsible for the operating costs and voyage costs of the vessel as well as arranging for
crewing. Such owner is known as the bareboat charterer or the demise charterer.
Bulk Vessels/Carriers—Vessels which are specially designed and built to carry large volumes of cargo in bulk cargo form.
Bunkers—Fuel oil used to power a vessel's engines. The name is derived from the bins used to store coal onboard when ships were powered by coal.
There are three main fuel types currently used on commercial cargo ships. First, High Sulfur Fuel Oil (“HSFO”) is a residual fuel with maximum sulfur
content of 3.5%. This was the primary fuel used by commercial shipping prior to implementation of the IMO2020 sulfur regulation and continues to be
used by scrubber-fitted ships. Second, Very Low Sulfur Fuel Oil (“VLSFO”) is a fuel with maximum sulfur content of 0.5% and is the primary fuel used by
non-scrubber fitted ships starting January 1, 2020. Third, Marine Gas Oil (“MGO”) is a distillate product similar to diesel fuel and has a maximum sulfur
content of 0.1%. This fuel type is primarily used in ECA zones.
Capesize—A drybulk carrier in excess of 100,000 dwt.
Charter— The hire of a vessel for a specified period of time or to carry a cargo for a fixed fee from a loading port to a discharging port. The contract for a
charter is called a charter party.
Charterer— The individual or company hiring a vessel.
Charter Hire Rate— A sum of money paid to the vessel owner by a charterer under a time charter party for the use of a vessel.
Classification Society—An independent organization which certifies that a vessel has been built and maintained in accordance with the rules of such
organization and complies with the applicable rules and regulations of the country of such vessel and the international conventions of which that country is
a member.
Contract of Affreightment or “COA”—An agreement providing for the transportation between specified points for a specific quantity of cargo over a
specific time period but without designating specific vessels or voyage schedules, thereby allowing flexibility in scheduling since no vessel designation is
required. COAs can either have a fixed rate or a market-related rate.
Deadweight Ton or “dwt”—A unit of a vessel's capacity for cargo, fuel oil, stores and crew, measured in metric tons of 1,000 kilograms. A vessel's dwt or
total deadweight is the maximum total weight the vessel can carry when loaded to a particular load line.
Demise Charter—See bareboat charter.
Demurrage—Additional revenue paid to the ship owner on its Voyage Charters for delays experienced in loading and/or unloading cargo that are not
deemed to be the responsibility of the ship owner, calculated in accordance with specific Charter terms.
Despatch —The amount payable by the ship owner if the vessel completes loading or discharging before the allowed loading/unloading time has expired,
calculated in accordance with specific charter terms.
Draft—Vertical Distance between the waterline and the bottom of the vessel's keel.
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Drybulk—Non-liquid cargoes of commodities shipped in an unpackaged state.
Drydocking—The removal of a vessel from the water for inspection and/or repair of submerged parts.
Emission Control Area or “ECA”—Designated sea areas in which stricter airborne emissions controls are in place. As of early 2020, there are four ECA
zones in place that cover the Baltic Sea, North Sea, and most of the coastline of U.S., Canada, and U.S. Caribbean territory. Ships operating within these
zones have a maximum sulfur emissions limit of 0.1%.
Gross Ton—Unit of 100 cubic feet or 2.831 cubic meters used in arriving at the calculation of gross tonnage.
Handysize—A drybulk carrier having a carrying capacity of up to approximately 40,000 dwt.
Hull—The shell or body of a vessel.
International Maritime Organization or “IMO”—A UN agency that issues international trade standards for shipping.
Intermediate Survey—The inspection of a vessel by a classification society surveyor which takes place between two and three years before and after each
Special Survey for such vessel pursuant to the rules of international conventions and classification societies.
ISM Code—The International Management Code for the Safe Operation of Ships and for Pollution Prevention, as adopted by the IMO.
Metric Ton—A ton, unit of measurement equal to 1,000 kilograms.
Light Weight Ton ("lwt")—The actual weight of the ship with no fuel, passengers, cargo, water or stores on board.
Newbuilding—A newly constructed vessel.
OPA—The United States Oil Pollution Act of 1990 (as amended).
Orderbook—A reference to currently placed orders for the construction of vessels (e.g., the Panamax orderbook).
Panamax—A drybulk carrier of approximately 65,000 to 100,000 dwt of maximum length, depth and draft capable of passing fully loaded through the
Panama Canal. Ships of this size may occasionally be equipped with onboard cargo handling equipment, but typically do not and must rely on shore-based
equipment to load and unload.
Protection and Indemnity Insurance—Insurance obtained through a mutual association formed by ship owners to provide liability insurance protection
from large financial loss to one member through contributions towards that loss by all members.
Scrapping—The disposal of old or damaged vessel tonnage by way of sale as scrap metal.
Scrubber or Exhaust Gas Cleaning System — This equipment is used to remove SO from ship's exhaust gas.
x
Short-Term Time Charter—A time charter which lasts less than approximately 12 months.
39
SOLAS—The International Convention for the Safety of Life at Sea 1974, as amended, adopted under the auspices of the IMO.
Special Survey—The inspection of a vessel by a classification society surveyor which takes place a minimum of every four years and a maximum of every
five years.
Spot Market—The market for immediate chartering of a vessel usually for single voyages.
Strict Liability—Liability that is imposed without regard to fault.
Supramax—A drybulk carrier ranging in size from approximately 50,000 to 60,000 dwt.
Technical Management—The management of the operation of a vessel, including physically maintaining the vessel and all of its machinery, maintaining
necessary certifications, and supplying necessary stores, spares, and lubricating oils. Responsibilities also generally include selecting, engaging and training
crew, and arranging necessary insurance coverage.
Time Charter—Contract for hire of a ship. A charter under which the ship owner is paid charter hire rate on a per day basis for a certain period of time,
the ship owner being responsible for providing the crew and paying operating costs while the charterer is responsible for paying the voyage costs. Any
delays at port or during the voyages are the responsibility of the charterer, save for certain specific exceptions such as loss of time arising from vessel
breakdown and routine maintenance.
Ultramax—A drybulk carrier ranging in size from approximately 60,000 to 65,000 dwt.
Voyage Charter —Contract for hire of a vessel under which a ship owner is paid freight on the basis of moving cargo from a loading port to a discharge
port. The ship owner is responsible for paying both operating costs and voyage costs. The charterer is typically responsible for any delay at the loading or
discharging ports.
Voyage Expenses—Includes fuel, port charges, canal tolls, brokerage commissions and cargo handling operations. These expenses are subtracted from
shipping revenues to calculate Time Charter Equivalent revenues for Voyage Charters.
Vessels Operating Expenses—Includes crewing, repairs and maintenance, insurance, stores, lubes, communication expenses.
Available Information
The Company makes available free of charge through its internet website, www.eagleships.com, its annual reports on Form 10-K, quarterly reports on
Form 10-Q, current reports on Form 8-K and amendments to these reports including related exhibits and supplemental schedules, filed or furnished
pursuant to Section 13(a) or 15(d) of the Exchange Act, as soon as reasonably practicable after the Company electronically files such material with, or
furnishes it to, the SEC. Our SEC filings are also available to the public at the SEC's web site at http://www.sec.gov. The information on our website is not
incorporated by reference into this Annual Report.
th
We maintain our principal executive offices at 300 First Stamford Place 5 Floor, Stamford, Connecticut. Our telephone number at that address is (203)
276-8100. Our website address is www.eagleships.com. Information contained on our website does not constitute part of this Annual Report.
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ITEM 1A. RISK FACTORS
We operate in a highly cyclical and competitive industry. Some of the risks relate principally to the industry in which we operate and our business in
general. Other risks relate principally to the securities market, national and global economic conditions and the ownership of our common stock. The
occurrence of certain geopolitical, macroeconomic, or industry-specific factors, including the risks outlined below, could adversely affect our business,
operating results, cash flows and financial condition.
Industry Specific Risk Factors
The global economic environment may have a material adverse effect on our business.
Drybulk demand is highly correlated to the global macroeconomic landscape. According to the International Monetary Fund ("IMF"), global
economic growth for 2020 was -3.5%, as compared to 2019 which was 2.8%. World output was impacted significantly by COVID-19. Although the current
global economic environment for 2021 has improved, a recurrence of COVID-19 or slowdown in vaccine distribution and other events that impact the
global economic environment could affect us negatively in the following ways:
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Employing our fleet at charter hire rates below our breakeven levels which could negatively impact our ability to operate and generate a profit.
Operating at below breakeven levels for a prolonged period of time may leave us with insufficient cash resources to meet certain obligations,
including the payment of interest and principal on our debt, causing us to potentially breach financial covenants under our existing credit
facilities and bond terms.
Our charterers may fail to meet their obligations under existing time charter or voyage charter agreements.
The market value of our fleet could decrease, causing us to potentially recognize losses if vessels are sold or if their values impaired.
Additionally, a decline in the value of our fleet could cause us to breach certain covenants under our existing credit facilities and bond terms.
Changes in the economic and political environment in China, including as a result of COVID-19, which was first identified in Wuhan, Hubei Province,
China, and policies adopted by the Chinese government to regulate its economy may have a material adverse effect on our business.
China is a major source of demand for drybulk; a deterioration in the economic fundamentals for this nation, including as a result of COVID-19,
which was first identified in Wuhan, Hubei Province, China, may materially impact drybulk demand, especially for cargoes such as iron ore and coal.
Although state-owned enterprises still account for a substantial portion of the Chinese industrial output, in general, the Chinese government is reducing the
level of direct control that it exercises over the economy through state plans and other measures. There is an increasing level of freedom and autonomy in
areas such as allocation of resources, production, pricing and management and a gradual shift in emphasis to a market economy and enterprise reform.
Many of the reforms, particularly some limited price reforms that result in the prices for certain commodities being principally determined by
market forces, are unprecedented and may be subject to revision, change or abolition. If the Chinese government does not continue to pursue a policy of
economic reform, the amount of its imports and exports could adversely be affected, which could have a material adverse effect on our business.
A decrease in the level of China’s export of goods or an increase in trade protectionism globally or by certain countries could have a material adverse
impact on our charterers’ business and, in turn, could cause a material adverse impact on our results of operations, financial condition and cash flows.
China exports considerably more goods than it imports. Our vessels may be deployed on routes involving trade in and out of emerging markets, and our
charterers’ shipping and business revenue may be derived from the shipment of goods from the Asia Pacific region to various overseas export markets
including the United States and Europe. Any reduction in or hindrance to the output of China-based exporters could have a material adverse effect on the
growth rate of China’s exports and on our charterers’ business. For instance, the government of China has
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recently implemented economic policies aimed at increasing domestic consumption of Chinese-made goods. This may have the effect of reducing the
supply of goods available for export and may, in turn, result in a decrease of demand. The level of imports to and exports from China could be adversely
affected by changes to these economic reforms by the Chinese government, as well as by changes in political, economic and social conditions or other
relevant policies of the Chinese government.
Our operations expose us to the risk that increased trade protectionism, including by the United States, will adversely affect our business. If the global
economy is undermined by downside risks, governments may turn to trade barriers to protect their domestic industries against foreign imports, thereby
depressing the demand for shipping. The current trade dispute between the United States and China increases the risk of interruptions to exports from and
to China. Since March 2018, the U.S. Government has imposed additional tariffs ranging from 7.5% to 25% on Chinese origin goods covering over 10,000
product lines. China has retaliated with increased tariffs on many U.S. goods. These tariffs caused trade between the two countries to significantly decrease
in 2018 and 2019. On January 15, 2020, the United States and China signed a “Phase One” agreement, through which China agreed to increase purchases
and imports of U.S. goods by $200 billion over 2017 levels during the two-year period from January 1, 2020 to December 31, 2021. This has had the effect
of increasing exports from the United States to China, although not as significantly as required under the Phase One agreement. In connection with this
agreement, the United States agreed to reduce certain tariffs and indefinitely suspend the imposition of certain additional tariffs. While the Phase One
agreement may continue to reduce the risk of adverse effects on Chinese and U.S. trade policy, the future success of the agreement is uncertain as the Biden
Administration has signaled the need to maintain political pressure on China, particularly with respect to national security and human rights concerns, and
has also indicated that it would review the Phase One agreement. Should the agreement fail, the United States and China could resume protectionist trade
policies. Specifically, increasing trade protectionism in the markets that our charterers serve may cause an increase in: (i) the cost of goods exported from
China, (ii) the length of time required to deliver goods from China and (iii) the risks associated with exporting goods from China, as well as a decrease in
the quantity of goods to be shipped. Moreover, despite the Phase One agreement the United States implemented a number of policies that may also
eventually reduce trade between the United States and China, including stricter export control requirements and supply chain restrictions; targeted sanctions
related to the pro-democracy movement in Hong Kong and human rights abuses in the Xinjian Uyghur Autonomous Region (“XUAR”); sanctions that
prohibit U.S. persons from trading in publicly traded securities, or derivatives of or designed to provide investment exposure to such securities, of certain
Chinese companies; and import restrictions related to human rights abuses in the XUAR. While it is unclear how the Biden Administration will handle each
of these policies, the expectation is that most of these measures will remain in place.
Any increased trade barriers or restrictions on trade, especially trade with China, would still have an adverse impact on our charterers’ business,
operating results and financial condition and could thereby affect their ability to make timely charter hire payments to us and to renew and increase the
number of their time charters with us. This could have a material adverse effect on our business, results of operations and financial condition and our ability
to pay dividends to our shareholders.
The COVID-19 or other pandemics, could have a material adverse impact on our business, results of operations, or financial condition
We believe that COVID-19 and the measures to contain it taken by governments of various countries have
negatively affected our business and could continue to do so. COVID-19 impacted the global economies and the trade routes in which we operate, the way
we conduct our business and the business of our charterers. Governments have imposed lockdowns, quarantine regulations and other emergency health
measures to protect their citizens from exposure to COVID-19. We have taken similar precautions, by repurposing our global office spaces to meet the
social distancing guidelines, enabling our employees to work remotely and freeze on our corporate travel until the pandemic situation is resolved.
Such measures have caused severe trade disruptions and reduced charter rates during second quarter of 2020. The global spread of COVID-19 has
created significant worldwide operational volatility, uncertainty and
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disruption. There has been a general decline in the industrial and financial activity across the world including U.S, E.U, Brazil, Singapore, India and Japan.
Decline in macro economic conditions result in lower demand for drybulk cargoes, impacting charter rates for our vessels. The ongoing pandemic resulted
in the decline in charter hire rates which impacted our revenues and cash flow from operations for the year ended December 31, 2020.
The Company experienced delays in cargo operations due to port restrictions and additional protocols and cancellation of a few cargo contracts.
However, the Company was able to secure alternative business for its vessels upon cancellation at the prevailing charter rates. The travel restrictions
imposed at various ports have severely impeded our crew rotation plans during the year. We experienced disruptions to our normal vessel operations and
incurred additional offhire time due to deviations our vessels had to take to allow for crew changes. As a result of the spread of COVID-19, the Company
has incurred some additional expenses relating to procurement of personal protective equipment, COVID-19 testing, and crew travel, which is included in
our vessel operating expenses in our Consolidated Statement of Operations for the year ended December 31, 2020. Additionally, the Company experienced
delays in drydocking and BWTS installations, operations and crew changes due to quarantine regulations and COVID-19 testing and resulting offhire days.
All of the foregoing has impacted our business in 2020 and although the current dry bulk rates are in recovery phase, the negative effects of the
pandemic may have prolonged impact on our business, financial condition, results of operations and forward-looking expectations. Furthermore, modified
processes, procedures and controls could be required to respond to changes in our business environment, as our employees are required to work from home.
The significant increase in remote working of our employees may exacerbate certain risks to our business, including an increased demand for information
technology resources, increased risk of malicious technology-related events, such as cyberattacks and phishing attacks, and increased risk of improper
dissemination of personal, proprietary or confidential information.
Charter rates for dry bulk vessels are volatile and may remain at low levels or further decrease in the future, which may adversely affect our earnings,
revenue and profitability and our ability to comply with our loan covenants.
The dry bulk shipping industry is cyclical with high volatility in charter rates and profitability. The degree of charter rate volatility among different
types of dry bulk vessels has varied widely. In the past, time charter and spot market charter rates for dry bulk carriers have declined below operating costs
of vessels (including as recently as 2016). The Baltic Supramax Index or the "BSI", a daily average of charter rates for key dry bulk routes published by the
Baltic Exchange Ltd, which tracks the gross time charter spot value for a Supramax vessel. Initiated in 2005, the BSI was originally based on a 52,000 dwt
ship of standard design and 6 trade routes across the world. As a result of a trend toward larger ship sizes and changes to trade patterns, this version of the
index was discontinued as of January 31, 2019. The updated BSI is now based on a 58,000 dwt, non-scrubber fitted Supramax and 10 trade routes across
the world. The charter rates as shown by BSI have been volatile with the daily rates ranging between a lowest daily rate of $6,900 in 2015 to $11,487 in
2018. During 2020, BSI ranged between $4,733 and $11,365 with the lowest rates in the second quarter of 2020 due to COVID-19 and a gradual recovery
since then.
Our ability to be profitable will depend upon a number of factors. Fluctuations in charter rates result from changes in the supply of and demand for
vessel capacity and changes in the supply of and demand for the major commodities carried by water internationally. Because the factors affecting the
supply of and demand for vessels are outside of our control and are unpredictable, the nature, timing, direction and degree of changes in industry conditions
are also unpredictable. Since we charter our vessels principally in the spot market, we are exposed to the cyclicality and volatility of the spot market. Spot
market charter rates may fluctuate significantly based upon available charters and the supply of and demand for seaborne shipping capacity, and we may be
unable to keep our vessels fully employed in these short-term markets. Alternatively, charter rates available in the spot market may be insufficient to enable
our vessels to operate profitably. A significant decrease in charter rates would also affect asset values and adversely affect our profitability and cash flows.
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Factors that influence the demand for dry bulk vessel capacity include:
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supply of and demand for energy resources, commodities, consumer and industrial products;
changes in the exploration or production of energy resources, commodities, consumer and industrial products;
the location of regional and global exploration, production and manufacturing facilities;
the location of consuming regions for energy resources, commodities, consumer and industrial products;
the globalization of production and manufacturing;
global and regional economic and political conditions, including armed conflicts and terrorist activities, embargoes and strikes;
natural disasters and weather;
embargoes and strikes;
disruptions and developments in international trade, including trade disputes or the imposition of tariffs on various commodities or finished goods;
changes in seaborne and other transportation patterns, including the distance cargo is transported by sea;
environmental and other legal regulatory developments;
currency exchange rates.
Factors that influence the supply of dry bulk vessel capacity include:
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the number of newbuilding orders and deliveries including slippage in deliveries;
number of shipyards and ability of shipyards to deliver vessels;
port and canal congestion;
the scrapping rate of vessels;
speed of vessel operation;
vessel casualties;
the number of vessels that are out of service, namely those that are laid-up, dry docked, awaiting repairs or otherwise not available for hire;
availability of financing for new vessels;
changes in national or international regulations that may effectively cause reductions in the carrying capacity of vessels or early obsolescence of
tonnage; and
changes in environmental and other regulations that may limit the useful lives of vessels.
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In addition to the prevailing and anticipated freight rates, factors that affect the rate of newbuilding, scrapping and laying-up include newbuilding
prices, secondhand vessel values in relation to scrap prices, costs of bunkers and other operating costs, costs associated with classification society surveys,
normal maintenance costs, insurance coverage costs, the efficiency and age profile of the existing dry bulk fleet in the market, and government and industry
regulation of maritime transportation practices, particularly environmental protection laws and regulations. These factors influencing the supply of and
demand for shipping capacity are outside of our control, and we may not be able to correctly assess the nature, timing and degree of changes in industry
conditions.
We anticipate that the future demand for our dry bulk vessels will be dependent upon economic growth in the world’s economies, including China
and India, seasonal and regional changes in demand, changes in the capacity of the global dry bulk fleet, including vessel scrapping and ordering rates of
newbuildings, and the sources and supply of dry bulk cargo to be transported by sea. A decrease in the level of China’s imports of raw materials or a
decrease in trade globally could have a material adverse impact on our charterers’ business and, in turn, could cause a material adverse impact on our
results of operations, financial condition and cash flows. Global dry bulk supply is expected to remain low over the next two years, as a result of low orders
placed over the past three years and future uncertainties relating to future regulations around decarbonization. Although global economic conditions have
improved, there can be no assurance as to the sustainability of future economic growth. Adverse economic, political, social or other developments could
have a material adverse effect on our business, financial condition and operating results.
If we are required to charter our vessels at a time when demand and charter rates are very low, we may not be able to secure employment for our
vessels at all, or we may have to accept reduced and potentially unprofitable rates. If we are unable to secure profitable employment for our vessels, we
may decide to lay-up some or all unemployed vessels until such time that charter rates become attractive again. During the lay-up period, we will continue
to incur some expenditures, such as insurance and maintenance costs, for each such vessel. Additionally, before exiting lay-up, we will have to pay
reactivation costs for any such vessel to regain its operational condition. As a result, our business, financial condition, results of operations and cash flows
and our compliance with covenants in our credit facilities may be affected.
Our operating results will be subject to seasonal fluctuations, which could affect our operating results.
Demand for vessel capacity has historically exhibited seasonal variations and, as a result, fluctuations in charter rates. This seasonality may result in
quarter-to-quarter volatility in our operating results for our vessels trading in the spot market. The drybulk market is typically stronger in the fall (due to
both increased North American grain shipments and higher coal purchases for heating fuel ahead of the cold winter months) and spring (due to increased
South American grain shipments). In addition, unpredictable weather patterns may disrupt vessel scheduling and supplies of certain commodities. To the
extent that we must enter into a new charter or renew an existing charter for a vessel in our fleet during a time when seasonal variations have reduced
prevailing charter rates, our operating results may be adversely affected.
An over-supply of drybulk carrier capacity across the industry may depress the charter rates, which may limit our ability to operate our drybulk carriers
profitably.
The global drybulk fleet has increased significantly over the past 10 years as a result of the large number of newbuilding orders placed throughout
this period. Scrapping of older ships has helped curtail some of this new supply growth, but it has not been enough to materially offset the large net growth
in the fleet. Supply growth momentum has slowed down significantly in recent years as less and less newbuilding orders have been placed. During 2020,
the fleet growth decreased slightly to 3.7% in 2020 from 4.0% in 2019, resulting from increased deliveries in 2020, offset by an increase in scrapped
vessels. In 2020, 486 vessels were delivered as compared to 443 in 2019, a 10% increase. Scrapping in 2020 totaled 143 vessels, as opposed to 83 in 2019,
a 72% increase.
Although supply growth has been decreasing, any increase in the vessel supply or increase in newbuilding ordering levels may decrease our future
charter rates earned on our vessels affecting our profitability and our ability to meet our financial obligations as they become due.
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The market values of our vessels are volatile and may decline which could limit the amount of funds that we can borrow or cause us to breach certain
financial covenants under our credit facilities or bond terms.
The fair market values of our vessels have been very volatile. Although values for secondhand Supramax/Ultramax drybulk carriers have
recovered significantly since 2016, they remain below historical averages and significantly under peak levels reached. The COVID-19 pandemic has
contributed to a decline in our vessel values during 2020. The fair market value of our vessels may continue to fluctuate depending on a number of factors,
including:
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prevailing level of charter rates;
the duration and impact of COVID-19;
general economic and market conditions affecting the shipping industry;
types, sizes, and ages of vessels;
supply of and demand for vessels;
other modes of transportation;
cost of new buildings;
governmental or other regulations;
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
technological advances.
Conversely, if vessel values are elevated at a time when we wish to acquire additional vessels, the cost of acquisition may increase and this could
adversely affect our business, results of operations, cash flow and financial condition.
Declines in charter rates and vessel values could cause us to incur impairment charges.
We evaluate the carrying amounts of our vessels to determine if events have occurred that would require an impairment of their carrying amounts.
The recoverable amount of vessels is reviewed based on events and changes in circumstances that would indicate that the carrying amount of the assets
might not be recovered. The review for potential impairment indicators and projection of future cash flows related to the vessels is complex and requires us
to make various estimates including future freight rates and earnings from the vessels. All of these items have been historically volatile.
If indicators of impairment are present, we perform an analysis of the undiscounted projected net operating cash flows for each vessel and
compare it to the vessel’s carrying value. We record impairment charges if the projected net operating cash flows do not exceed the carrying value. The
amount of impairment recorded is equal to the difference between the fair market value and the carrying value of each vessel.
The carrying values of our vessels may not represent their fair market value in the future because the new market prices of second-hand vessels
tend to fluctuate with changes in charter rates and the cost of new buildings. Any impairment charges incurred as a result of declines in charter rates could
have a material adverse effect on our business, results of operations and our ability to meet the financial covenants in our loan agreements.
The instability of the euro or the inability of countries to refinance their debts could have a material adverse effect on our revenue, profitability and
financial position.
As a result of the credit crisis in Europe, the European Commission created the European Financial Stability Facility (the “EFSF”) and the European
Financial Stability Mechanism (the “EFSM”) to provide funding to Eurozone countries in financial difficulties that seek such support. In September 2012,
the European Council established a permanent stability mechanism, the European Stability Mechanism, or the ESM, to assume the role of the EFSF and the
EFSM in providing external financial assistance to Eurozone countries. Despite these measures,
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concerns persist regarding the debt burden of some Eurozone countries, such as Greece, and their ability to meet future financial obligations and the overall
stability of the euro. An extended period of adverse development in the outlook for European countries could reduce the overall demand for drybulk goods.
These potential developments, or negative market perceptions, could affect our financial position, results of operations and cash flow.
Fuel cost, or bunker prices, may adversely affect profits.
While we generally do not bear the cost of fuel, or bunkers, for vessels operating on time charters, fuel is a significant factor in negotiating charter rates.
As a result, an increase in the price of fuel beyond our expectations may adversely affect our profitability at the time of charter negotiation. Fuel is also a
significant, if not the largest, expense in our shipping operations when vessels are under voyage charter. The price and supply of fuel is unpredictable and
fluctuates based on events outside our control, including geopolitical developments, supply and demand for oil and gas, actions by the Organization of
Petroleum Exporting Countries and other oil and gas producers, war and unrest in oil producing countries and regions, regional production patterns and
environmental concerns. Further, fuel may become much more expensive in the future, which may reduce the profitability and competitiveness of our
business versus other forms of transportation, such as truck or rail.
New regulations restricting the use of high sulfur fuels became effective January 1, 2020. We installed scrubbers on 37 of our vessels in order to allow
our vessels to continue consuming high sulfur fuels thereby complying with regulations. The average cost including installation, is approximately $2.4
million per scrubber. As of December 31, 2020, the Company has 41 vessels of the fleet which are scrubber fitted.
Beginning January 1, 2020, we transitioned to consuming IMO compliant fuel on our vessels that were not equipped with scrubbers and when our
scrubbers could not be used. Generally, VLSFO is more expensive than HSFO. During 2020, the fuel prices declined due to the ongoing COVID-19
pandemic, decrease in demand for fuel as result of worldwide lockdowns and decline in other industry demand such as air travel. As a result, the cost
differential between the low sulfur fuel and the high sulfur fuel was significantly lower than anticipated, The cost differential between the two grades of
fuel declined from $186/MT in the first quarter of 2020 to $72/MT in the fourth quarter of 2020.
Although the fuel prices recovered in the first quarter of 2021, if the cost differential between the low sulfur fuel and high sulfur fuel stays at a
lower than anticipated level, we may not realize the economic benefits or recover the cost of the scrubbers we have installed. The occurrence of any of the
foregoing events may have a material adverse effect on our business, results of operations, cash flows, financial condition and ability to pay dividends. In
addition, a number of countries have imposed restrictions on the discharge of wash water from open loop scrubbers within their port limits. While there are
no restrictions on using open loop scrubbers outside of port limits, any changes in these regulations or more stringent standards globally could impact the
use of open loop scrubbers going forward.
Compliance with safety and other vessel requirements imposed by classification societies may be very costly and may adversely affect our business.
The hull and machinery of every commercial vessel must be classed by a classification society authorized by its country of registry. The classification
society certifies that a vessel is safe and seaworthy in accordance with the applicable rules and regulations of the country of registry of the vessel and the
Safety of Life at Sea Convention.
A vessel must undergo annual surveys, intermediate surveys and special surveys. In lieu of a special survey, a vessel’s machinery may be on a continuous
survey cycle under which the machinery would be surveyed periodically over a five-year period. Every vessel is also required to be drydocked every two
and a half to five years for inspection, depending on its age, of its underwater parts.
Compliance with the above requirements may result in significant expense. If any vessel does not maintain its class or fails any annual, intermediate or
special survey, the vessel will be unable to trade between ports and will be unemployable and uninsurable, which could negatively impact our results of
operations and financial condition.
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We are subject to complex laws and regulations, including environmental regulations that can adversely affect the cost, manner or feasibility of doing
business.
Our operations are subject to numerous laws and regulations in the form of international conventions and treaties, national, state and local laws and
national and international regulations in force in the jurisdictions in which our vessels operate or are registered, which can significantly affect the
ownership and operation of our vessels. These regulations include, but are not limited to, OPA, CERCLA, the CAA, the CWA, the MTSA, requirements of
the USCG and the EPA, and regulations of the IMO, including MARPOL, as from time to time amended including designation of ECAs thereunder,
SOLAS, as from time to time amended, the ISM Code, the International Convention on Load Lines of 1966, as from time to time amended, the IMO
International Convention on Civil Liability for Oil Pollution Damage of 1969, as from time to time amended and replaced by the 1992 protocol, and
generally referred to as CLC, the IMO International Convention on Civil Liability for Bunker Oil Pollution Damage of 2001, or the Bunker Convention,
and EU regulations. Compliance with such laws, regulations and standards, where applicable, may require installation of costly equipment or operational
changes and may affect the resale value or useful lives of our vessels. We may also incur additional costs in order to comply with other existing and future
regulatory obligations, including, but not limited to, costs relating to air emissions, the management of ballast and bilge waters, elimination of tin-based
paint, maintenance and inspection, development and implementation of emergency procedures and insurance coverage or other financial assurance of our
ability to address pollution incidents. These costs could have a material adverse effect on our business, results of operations, cash flows and financial
condition. A failure to comply with applicable laws and regulations may result in administrative and civil penalties, criminal sanctions or the suspension or
termination of our operations. Environmental laws often impose strict liability for remediation of spills and releases of oil and hazardous substances, which
could subject us to liability without regard to whether we were negligent or at fault. Under OPA, for example, owners, operators and bareboat charterers are
jointly and severally strictly liable for the discharge of oil within the 200-mile exclusive economic zone around the United States. An oil spill could result
in significant liability, including fines, penalties and criminal liability and remediation costs for natural resource damages under other federal, state and
local laws, as well as third-party damages. We are required to satisfy insurance and financial responsibility requirements for potential oil (including marine
fuel) spills and other pollution incidents. Although we have arranged insurance to cover certain environmental risks, there can be no assurance that such
insurance will be sufficient to cover all such risks or that any claims will not have a material adverse effect on our business, results of operations, cash
flows and financial condition and our ability to pay dividends, if any, in the future.
World events could affect our operations and financial results.
Past terrorist attacks, as well as the threat of future terrorist attacks around the world, continue to cause uncertainty in the world’s financial
markets and may affect our business, operating results and financial condition. Continuing conflicts, instability and other recent developments in the
Middle East and elsewhere, including recent events involving vessels in the Strait of Hormuz and off the coast of Gibraltar, and the presence of U.S. or
other armed forces in Afghanistan and Syria, may lead to additional acts of terrorism and armed conflict around the world, which may contribute to further
economic instability in the global financial markets. Any of these occurrences could have a material adverse impact on our business, financial condition
and results of operations.
We could also be negatively impacted by market disruption caused by health crises. In December 2019, COVID-19 was reported in China and has
since spread across the world. On March 11, 2020, the World Health Organization declared the COVID-19 outbreak as a pandemic. In response, many
countries, ports, and organizations, including those where the Company conducts a large part of its operations, have implemented measures to combat the
pandemic, such as quarantines and travel restrictions. Such measures had caused trade disruptions. The ongoing COVID-19 pandemic resulted in the
decline in charter hire rates, which impacted the Company’s revenues and cash flow from operations in the first half of 2020. Please refer to Item 7
Management's Discussion and Analysis - Business outlook for additional information.
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This outbreak adversely affected the Company by (i) reducing demand for its services because of reduced global or national economic activity and
(ii) negatively impacted our ability to perform crew changes on our vessels. Although this disruption from COVID-19 may only be temporary, given the
dynamic nature of these circumstances, the duration of business disruption and the related financial impact cannot be reasonably estimated at this time but
could materially affect our business, results of operations and financial condition.
Acts of piracy on ocean-going vessels have had and may continue to have an adverse effect on our business.
Acts of piracy have historically affected ocean-going vessels trading in regions of the world such as the South China Sea, the Indian Ocean, West Africa
and in the Gulf of Aden off the coast of Somalia. Although the frequency of sea piracy worldwide has decreased from 2014 to 2020, sea piracy incidents
continue to occur increasingly in the Gulf of Guinea and the West Coast of Africa, with drybulk vessels and tankers particularly vulnerable to such attacks.
During 2020, the Company experienced two incidents of piracy on our vessels which were subsequently resolved peacefully and without significant losses
to the Company, and with no loss of life, or personal injury, to our crew members. If piracy attacks continue to occur in regions that are characterized as
“war risk” zones, or Joint War Committee “war and strikes” listed areas, insurance premiums payable for such coverage could increase significantly and
such insurance coverage may be more difficult to obtain. In addition, crew costs and costs in relation to the employment of onboard security guards, could
increase in such circumstances. Furthermore, if our vessels were seized and detained by pirates, while we believe the charterer remains liable for charter
payments, the charterer may dispute this and withhold charter hire until the vessel is released. A charterer may also claim that a vessel seized by pirates was
not “on-hire” for a certain number of days and is therefore entitled to cancel the charter party, a claim that we would dispute. We may not be adequately
insured to cover losses from these incidents, which could have a material adverse effect on us. In addition, any detention or hijacking as a result of an act of
piracy against our vessels, or an increase in cost, or unavailability, of insurance for our vessels, could have a material adverse impact on our business,
financial condition and results of operations.
If our vessels call on ports located in countries or territories that are subject to comprehensive sanctions imposed by the UN, the United States, the EU
or other relevant authorities, or if we are found to be in violation of sanctions, there could be an adverse effect on our reputation, business position,
financial condition or results of operations, or the market for our common shares
As a company maintaining its corporate office in the United States with offices in Denmark and Singapore, we are subject to U.S. and EU
economic sanctions and trade embargo laws and regulations as well as equivalent economic sanctions laws of other relevant jurisdictions in connection
with our activities. The laws and regulations of these different jurisdictions vary in their application and do not all apply to the same covered persons or
proscribe the same activities. In addition, the sanctions and embargo laws and regulations of each jurisdiction may be amended to increase or reduce the
restrictions they impose over time, and the lists of persons and entities designated under these laws and regulations are amended frequently. The U.S. and
EU have enacted new sanctions programs in recent years. Additional countries or territories, as well as additional persons or entities within those countries
or territories, have been, and in the future, the target of sanctions. Further, the U.S. has increased its focus on sanctions enforcement with respect to the
shipping sector.
In recent years, multilateral international sanctions targeting Iran have restricted and/or prohibited us and our charterers from engaging in Iran-related
activities, including calling on ports in Iran. The United States continues to maintain comprehensive sanctions on Iran that generally prohibit persons and
companies in the United States, as well as U.S. persons and persons owned or controlled by U.S. persons, wherever located, from engaging in nearly all
Iran-related activity. In addition, following the U.S. withdrawal from the Joint Comprehensive Plan of Action ("JCPOA"), the U.S. has reimposed all of its
previously-lifted sanctions that target non-U.S. companies for engaging in certain activities with Iran, including those related to Iran’s energy, shipping,
shipbuilding, and insurance sectors, and has issued additional sanctions targeting other sectors of the Iranian economy. On the other hand, the EU has
stayed in the JCPOA and maintained the lifting of nearly all of its sanctions targeting Iran, except for targeted asset freezes and travel bans against certain
Iranian individuals and entities and restrictions on activities related to the military, nuclear proliferation and human rights abuses. The EU and Germany
also have blocking rules in place
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intended to protect the interests of EU persons against the extraterritorial application of U.S. sanctions against Iran and Cuba.
In November 2015, the Company filed a voluntary self-disclosure report regarding certain apparent violations of U.S. sanctions regulations in the
provision of shipping services for third party charterers with respect to the transportation of cargo to or from Myanmar (formerly Burma), which occurred
under a different senior operational management team. In January 2020, the Company entered into a settlement agreement with OFAC in which the
Company agreed to make a one-time payment to the U.S. Department of the Treasury in the amount of $1.125 million and undertake certain compliance
commitments in exchange for OFAC agreeing to release and forever discharge the Company and its subsidiaries, without any finding of fault, from any and
all civil liability in connection with these apparent violations. The settlement does not constitute an admission of fault or wrongdoing by the Company or
any of its subsidiaries.
Sanctions and trade embargo laws and regulations are generally subject to strict liability. Although we intend to maintain compliance with all
applicable economic sanctions and trade embargo laws and regulations, there can be no assurance that, notwithstanding our compliance safeguards, we will
not be found in the future to have been in violation, particularly as the sanctions and embargo laws and regulations are amended, the scope of certain laws
and regulations may be unclear, and the laws and regulations are subject to discretionary interpretations by regulators that may change over time. Further,
charterers or other counterparties may violate provisions in contracts with us, or legal restrictions relating to sanctions. Any such violation might adversely
affect our business, results of operations or financial condition, including that any such violation could result in substantial fines or other civil and/or
criminal penalties that could be increased due to our prior settlement agreement with OFAC, and could severely impact our ability to access U.S. capital
markets and conduct our business. Additionally, our reputation and the market for our securities may be adversely affected and /or some investors may
decide to divest their interest, or not to invest, in the Company if we engage in certain other activities in countries subject to sanctions, such as entering into
permissible charters or engaging in permissible operations with individuals or entities in or associated with those countries. The determination by these
investors and/or lenders not to invest in, or to divest from, our common shares may adversely affect the price at which our common shares trade.
Furthermore, detecting, investigating, and resolving actual or alleged violations is expensive and can consume significant time and attention of our senior
management.
Investor perception of the value of our common shares may be adversely affected by the consequences of war, the effects of terrorism, civil unrest
and governmental actions in these and surrounding countries.
We are subject to international safety regulations and the failure to comply with these regulations may subject us to increased liability, may adversely
affect our insurance coverage and may result in a denial of access to, or detention in, certain ports.
The operation of our vessels is affected by the requirements set forth in the ISM Code. The ISM Code requires ship owners, ship managers and bareboat
charterers to develop and maintain an extensive “Safety Management System” that includes the adoption of a safety and environmental protection policy
setting forth instructions and procedures for safe operation and describing procedures for dealing with emergencies. The failure of a ship owner or bareboat
charterer to comply with the ISM Code may subject it to increased liability, may invalidate existing insurance or decrease available insurance coverage for
the affected vessels and may result in a denial of access to, or detention in, certain ports. Each of the vessels that has been delivered to us is ISM Code-
certified and we expect that each other vessel that we have agreed to purchase will be ISM Code-certified when delivered to us. However, if we are subject
to increased liability for non-compliance or if our insurance coverage is adversely impacted as a result of non-compliance, it may negatively affect our
ability to pay dividends, if any, in the future. If any of our vessels are denied access to, or are detained in, certain ports, our revenues may be adversely
impacted.
In addition, vessel classification societies also impose significant safety and other requirements on our vessels. In complying with current and future
environmental requirements, vessel-owners and operators may also
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incur significant additional costs in meeting new maintenance and inspection requirements, in developing contingency arrangements for potential spills and
in obtaining insurance coverage. Government regulation of vessels, particularly in the areas of safety and environmental requirements, can be expected to
become stricter in the future and require us to incur significant capital expenditures on our vessels to keep them in compliance.
The operation of our vessels is also affected by other government regulation in the form of international conventions, national, state and local laws and
regulations in force in the jurisdictions in which the vessels operate, as well as in the country or countries of their registration. Because such conventions,
laws, and regulations are often revised, we cannot predict the ultimate cost of complying with such conventions, laws and regulations or the impact thereof
on the resale prices or useful lives of our vessels. Additional conventions, laws and regulations may be adopted which could limit our ability to do business
or increase the cost of our doing business and which may materially adversely affect our operations. We are required by various governmental and quasi-
governmental agencies to obtain certain permits, licenses, certificates, and financial assurances with respect to our operations.
Increased inspection procedures and tighter import and export controls could increase costs and disrupt our business.
International shipping is subject to various security and customs inspection and related procedures in countries of origin and destination and trans-
shipment points. Inspection procedures may result in the seizure of contents of our vessels, delays in the loading, offloading, trans-shipment or delivery and
the levying of customs duties, fines or other penalties against us.
It is possible that changes to inspection procedures could impose additional financial and legal obligations on us. Changes to inspection procedures could
also impose additional costs and obligations on our customers and may, in certain cases, render the shipment of certain types of cargo uneconomical or
impractical. Any such changes or developments may have a material adverse effect on our business, financial condition and results of operations.
Arrests of our vessels by maritime claimants could cause a significant loss of earnings for the related off-hire period.
Crew members, suppliers of goods and services to a vessel, shippers of cargo and other parties may be entitled to a maritime lien against a vessel for
unsatisfied debts, claims or damages. In many jurisdictions, a maritime lien holder may enforce its lien by “arresting” or “attaching” a vessel through
foreclosure proceedings. The arrest or attachment of one or more of our vessels could result in a significant loss of earnings for the related off-hire period.
In addition, in jurisdictions where the “sister ship” theory of liability applies, a claimant may arrest the vessel which is subject to the claimant’s maritime
lien and any “associated” vessel, which is any vessel owned or controlled by the same owner. In countries with “sister ship” liability laws, claims might be
asserted against us or any of our vessels for liabilities of other vessels that we own.
Risks associated with operating ocean-going vessels could affect our business and reputation, which could adversely affect our revenues and stock
price.
The operation of ocean-going vessels carries inherent risks. These risks include the possibility of:
• marine disaster;
•
•
•
environmental accidents;
cargo and property losses or damage;
business interruptions caused by mechanical failure, human error, war, terrorism, political action in various countries, labor strikes or adverse
weather conditions; and
piracy.
•
These hazards may result in death or injury to persons, loss of revenues or property, environmental damage, higher insurance rates, damage to our
customer relationships, delay or rerouting. If our vessels suffer damage, they may need to be repaired at a drydocking facility. The costs of drydock repairs
are unpredictable and may be
51
substantial. We may not have insurance that is sufficient to cover these costs or losses and may have to pay drydocking costs not covered by our insurance.
The loss of earnings while these vessels are being repaired and repositioned, as well as the actual cost of these repairs, would decrease our earnings and
reduce the amount of cash that we have available for dividends. In addition, space at drydocking facilities is sometimes limited and not all drydocking
facilities are conveniently located. We may be unable to find space at a suitable drydocking facility or our vessels may be forced to travel to a drydocking
facility that is not conveniently located to our vessels’ positions. Any of these circumstances or events could increase our costs or lower our revenues. The
involvement of our vessels in an environmental disaster may harm our reputation as a safe and reliable vessel owner and operator.
Our business has inherent operational risks, which may not be adequately covered by insurance.
The operation of our company has certain unique risks. With a drybulk carrier, the cargo itself and its interaction with the vessel can be an operational
risk. By their nature, drybulk cargoes are often heavy, dense, easily shifted, and react badly to water exposure. In addition, drybulk carriers are often
subjected to battering treatment during unloading operations with grabs, jackhammers (to pry encrusted cargoes out of the hold) and small bulldozers. This
treatment may cause damage to the vessel. Vessels damaged due to treatment during unloading procedures may be more susceptible to breach to the sea.
Hull breaches in drybulk carriers may lead to the flooding of the vessels’ holds. If a drybulk carrier suffers flooding in its forward holds, the bulk cargo
may become so dense and waterlogged that its pressure may buckle the vessel’s bulkheads leading to the loss of a vessel. If we are unable to adequately
maintain our vessels, we may be unable to prevent these events. Any of these circumstances or events could negatively impact our business, financial
condition, results of operations and ability to pay dividends, if any, in the future. In addition, the loss of any of our vessels could harm our reputation as a
safe and reliable vessel owner and operator.
Our vessels and their cargoes are at risk of being damaged or lost because of events such as marine disasters, bad weather, mechanical failures, human
error, environmental accidents, war, terrorism, piracy and other circumstances or events. In addition, transporting cargoes across a wide variety of
international jurisdictions creates a risk of business interruptions due to political circumstances in foreign countries, hostilities, labor strikes and boycotts,
the potential for changes in tax rates or policies, and the potential for government expropriation of our vessels. Any of these events may result in loss of
revenues, increased costs and decreased cash flows to our customers, which could impair their ability to make payments to us under our charters.
In the event of a casualty to a vessel or other catastrophic event, we will rely on our insurance to pay the insured value of the vessel or the damages
incurred. We procure insurance for the vessels in our fleet employed against those risks that we believe the shipping industry commonly insures against.
These insurances include marine hull and machinery insurance, Protection and Indemnity Insurance, which include pollution risks and crew insurances, and
war risk insurance. Currently, the amount of coverage for liability for pollution, spillage and leakage available to us on commercially reasonable terms
through P&I Associations and providers of excess coverage is $1.0 billion per vessel per occurrence.
We have procured hull and machinery insurance, Protection and Indemnity Insurance (including pollution insurance), and war risk insurance for our
fleet. We have also purchased insurance against loss of hire, which covers business interruptions that result from the loss of use of a vessel. We may not be
adequately insured against all risks. We may not be able to obtain adequate insurance coverage for our fleet in the future, and we may not be able to obtain
certain insurance coverage, including insurance against charter party defaults, that we have obtained in the past on terms that are acceptable to us or at all.
The insurers may not pay particular claims. Our insurance policies may contain deductibles for which we will be responsible and limitations and exclusions
which may increase our costs or lower our revenue. Moreover, insurers may default on claims they are required to pay.
We cannot assure you that we will be adequately insured against all risks or that we will be able to obtain adequate insurance coverage at reasonable
rates for our vessels in the future. For example, in the past more stringent environmental regulations have led to increased costs for, and in the future may
result in the lack of availability of, insurance against risks of environmental damage or pollution. Additionally, our insurers may refuse to pay particular
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claims. Any significant loss or liability for which we are not insured could have a material adverse effect on our financial condition.
Governments could requisition our vessels during a period of war or emergency, resulting in a loss of earnings.
A government could requisition one or more of our vessels for title or for hire. Requisition for title occurs when a government takes control of a vessel
and becomes her owner, while requisition for hire occurs when a government takes control of a vessel and effectively becomes her charterer at unilateral
charter rates. Generally, requisitions occur during periods of war or emergency, although governments may elect to requisition vessels in other
circumstances. Although we would be entitled to compensation in the event of a requisition of one or more of our vessels, the amount and timing of
payment would be uncertain. Government requisition of one or more of our vessels may negatively impact our revenues.
Failure to comply with the FCPA or other applicable anti-corruption laws could result in fines, criminal penalties, and an adverse effect on our
business.
We may operate in a number of countries throughout the world, including countries known to have a reputation for corruption. We are committed to
doing business in accordance with applicable anti-corruption laws and have adopted a code of business conduct and ethics which is consistent and in full
compliance with the FCPA. We are subject, however, to the risk that we, our affiliated entities or our or their respective officers, directors, employees
and/or agents may take actions determined to be in violation of applicable anti-corruption laws, including the FCPA. Any such violation might adversely
affect our business, results of operations or financial condition. Further, any such violation could severely impact our ability to access U.S. capital markets
and conduct our business and could result in some investors and/or lenders deciding, or being required, to divest their interest, or not to invest, in us or lend
to us. The determination by these investors and/or lenders not to invest in, or to divest from, our common shares may adversely affect the price at which our
common shares trade. Any such violation could also result in substantial fines, sanctions, civil and/or criminal penalties, curtailment of operations in certain
jurisdictions, and might adversely affect our business, results of operations or financial condition. In addition, actual or alleged violations could damage our
reputation and ability to do business. Furthermore, detecting, investigating, and resolving actual or alleged violations is expensive and can consume
significant time and attention of our senior management.
Cyber-attacks or other security breaches involving our computer systems or the systems of one or more of our vendors could materially and adversely
affect our business.
Our systems are vulnerable to cyber security risks, and we are subject to potential disruption caused by such activities. Companies such as ours are
subject to cyber-attacks on their systems. Such attacks may have various goals, from seeking confidential information to causing operational disruption.
Although to date such activities have not resulted in material disruptions to our operations or, to our knowledge, a material breach of any security or
confidential information, no assurance can be provided that such disruptions or breach will not occur in the future. Additionally, any significant violations
of data privacy could result in the loss of business, litigation, regulatory investigations, penalties, ongoing expenses related to client credit monitoring and
support, and other expenses, any of which could damage our reputation and adversely affect the growth of our business. While we have deployed resources
that are responsible for maintaining appropriate levels of cyber-security, and while we utilize third party technology products and services to help identify,
protect, and remediate our information technology systems and infrastructure against security breaches and cyber-incidents, our responsive and
precautionary measures may not be adequate or effective to prevent, identify, or mitigate attacks by hackers, foreign governments, or other actors or
breaches caused by employee error, malfeasance, or other disruptions.
Financial Risk Factors
The state of the global financial markets may adversely impact our ability to obtain additional financing, including the refinancing of our existing
credit facilities and bond terms, on acceptable terms, restricting us from being able to operate or expand our business.
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Global financial markets are volatile with access to debt and equity capital being potentially expensive or restrictive. We cannot be certain that
additional financing will be available if, and when, needed. We also cannot be certain that we will be able to refinance our existing credit facilities and bond
terms, on acceptable terms or at all, prior to maturity. If additional financing is not available when needed, or is available only on unfavorable terms, we
may not be able to meet our obligations as they come due, nor be able to grow our existing business through potential acquisitions or similar opportunities
as they arise. For more information on our debt facilities, see Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operation - Liquidity and Capital Resources and Note 6 Debt to the consolidated financial statements.
If general economic conditions throughout the world deteriorate, including as a result of COVID-19, it will impede our results of operations, financial
condition and cash flows, and could impair our ability to access capital markets at a reasonable cost.
If the economic conditions in the world deteriorate, it could have a material adverse effect on our ability to implement our business strategy. We face risks
attendant to changes in economic environments, changes in interest rates, and instability in the banking and securities markets around the world, among
other factors. Major market disruptions such as those that occurred as a result of COVID-19 in 2020, and the adverse changes in market conditions and
regulatory climate in the United States and worldwide may adversely affect our business or impair our ability to borrow amounts under our credit facilities
or any future financial arrangements and may cause the trading price of our common shares on the Nasdaq Global Select Market to decline.
A significant number of the port calls made by our vessels involve the loading or discharging of raw materials and semi-finished products in ports
in the Asia Pacific region. As a result, a negative change in economic conditions in any Asia Pacific country, and particularly in China and India, could
have an adverse effect on our business, results of operations, cash flows, financial condition and ability to pay dividends. In particular, in recent years,
China has been one of the world’s fastest growing economies in terms of gross domestic product. China’s gross domestic product grew by 2.3% in 2020, as
compared to 6.0% in 2019. We cannot assure you that the Chinese economy will not experience a significant contraction in the future. The ongoing trade
dispute between the United States and China may have an adverse effect on the Chinese economy, including on industrial production and exports. If the
Chinese government does not continue to pursue a policy of economic growth and urbanization, the level of imports to and exports from China could be
adversely affected by changes to these initiatives by the Chinese government, as well as by changes in political, economic and social conditions or other
relevant policies of the Chinese government, such as changes in laws, regulations or export and import restrictions. Notwithstanding economic reform, the
Chinese government may adopt policies that favor domestic drybulk shipping companies and may hinder our ability to compete with them effectively.
Moreover, a significant or protracted slowdown in the economies of the United States, the EU or various Asian countries may adversely affect economic
growth in China and elsewhere. Our business, results of operations, cash flows, financial condition and ability to pay dividends will likely be materially and
adversely affected by an economic downturn in any of these countries.
We have increased our indebtedness, and if we default under our loan agreements, our lenders may act to accelerate our outstanding indebtedness
under our credit facilities, which would impact our ability to continue to conduct our business.
At December 31, 2020, the Company’s debt totaled $452.2 million of which $39.2 million is shown in the current portion of long-term debt and
$412.9 million in non current liabilities net of $23.4 million of debt discount and debt issuance costs.
As described under Note 6 Debt to the consolidated financial statements, the obligations under these agreements are secured by collateral, contain
a number of operating restrictions, covenants and events of default, and a breach of any of the covenants could result in an event of default under one or
more of these agreements, including as a result of cross default provisions, and subject to the terms of the inter creditor agreement and the loan agreements,
the agents could proceed against the collateral granted to them to secure that indebtedness.
54
The failure of our charterers to meet their obligations under our charter agreements, on which we depend for substantially all of our revenues, could
cause us to suffer losses or otherwise adversely affect our business and ability to comply with covenants in our credit facilities.
The ability and willingness of each of our counterparties to perform its obligations will depend on a number of factors that are beyond our control and may
include, among other things, general economic conditions, the condition of the drybulk shipping industry and the overall financial condition of the
counterparties. Charterers are sensitive to the commodity markets and may be impacted by market forces affecting commodities, such as iron ore, coal,
grain, and other minor bulks. In addition, in depressed market conditions, there have been reports of charterers, including some of our charter
counterparties, defaulting on their obligations under charters, and our customers may fail to pay charter hire. Should a counterparty fail to honor its
obligations under its charter with us, it may be difficult to secure substitute employment for such vessel at a similar charter rate. If our charterers fail to
meet their obligations to us or attempt to renegotiate our charter agreements, we could sustain significant losses which could have a material adverse effect
on our business, financial condition, results of operations and cash flows, if any, in the future, and compliance with covenants in our credit facilities.
Utilizing derivative instruments, such as forward freight, bunker and interest rate swap agreements, could result in losses.
From time to time, we may take positions in derivative instruments, including FFAs, interest rate swaps and bunker swaps. FFAs and other derivative
instruments may be used to hedge a vessel owner's exposure to the charter market by providing for the sale of a contracted charter rate along a specified
route and period of time. Upon settlement, if the contracted charter rate is less than the average of the rates, as reported by an identified index, for the
specified route and period, the seller of the FFA is required to pay the buyer an amount equal to the difference between the contracted rate and the
settlement rate, multiplied by the number of days in the specified period. Conversely, if the contracted rate is greater than the settlement rate, the buyer is
required to pay the seller the settlement sum. We recorded a net realized and unrealized gain of $4.8 million on FFAs and bunker swaps which was
recorded in Other expense in the Consolidated Statement of Operations for the year ended December 31, 2020.
In addition, we entered into, and in the future may enter into additional, interest rate swaps to effectively convert a portion of our debt from a
floating to a fixed-rate basis. Under these swap contracts, exclusive of applicable margins, we pay fixed rate interest and receive floating-rate interest
amounts based on three-month LIBOR settings. Our hedging strategies, however, may not be effective and we may incur substantial losses if interest rates
move materially differently from our expectations. In addition, our financial condition could be materially adversely affected to the extent we do not hedge
our exposure to interest rate fluctuations under our financing arrangements.
Any hedging activities we engage in may not effectively manage exposure or have the desired impact on our financial conditions, results of
operations or cash flows.
Our revolver facilities under the New Ultraco Debt Facility and the Super Senior Facility expose us to interest rate risk.
Although the interest on our outstanding term loan under the New Ultraco Debt Facility is fixed by an interest rate swaps, our earnings are
exposed to interest rate risk associated with the revolver facilities under New Ultraco Debt Facility and the Super Senior Facility. Revolver loan under the
New Ultraco Debt Facility, which is undrawn as of December 31, 2020, bears interest at LIBOR plus 2.50% per annum, and borrowings under the Super
Senior Facility bear interest at the London Interbank Offered Rate (“LIBOR”) plus 2.00% per annum. LIBOR tends to fluctuate based on multiple facts,
including general short-term interest rates, rates set by the U.S. Federal Reserve and other central banks, the supply of and demand for credit in the London
interbank market and general economic conditions. Accordingly, our interest expense for any particular period will fluctuate based on LIBOR. As of
December 31, 2020, we had $15.0 million outstanding under the Super Senior Facility. As of December 31, 2020, we repaid the $55.0 million revolver loan
under the New Ultraco Debt Facility in full. For the year ended December 31, 2020 our interest rate on the revolver loan under the New Ultraco Debt
Facility ranged between 2.73% and
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3.39%. The interest rate on our revolver loan under the Super Senior Facility ranged between 2.24% and 2.89%. If interest rates increase, so will our
interest costs, which may have a material adverse effect on our results of operations and financial condition.
The interest rates under our credit facilities and our interest rate swaps may be impacted by the phase-out of LIBOR
LIBOR is the basic rate of interest used in lending between banks on the London interbank market and is widely used as a reference for setting the
interest rates on loans globally. We generally use LIBOR as a reference rate to calculate interest rates under our credit facility. In 2017, the United
Kingdom’s Financial Conduct Authority, which regulates LIBOR, announced that it intends to phase out LIBOR by the end of 2021. It is unclear if LIBOR
will cease to exist at that time or if new methods of calculating LIBOR will be established such that it continues to exist after 2021. The U.S. Federal
Reserve, in conjunction with the Alternative Reference Rates Committee, a steering committee comprised of large U.S. financial institutions, is considering
replacing U.S. dollar LIBOR with a new index, the Secured Overnight Financing Rate (“SOFR”), calculated using short-term repurchase agreements
backed by Treasury securities. SOFR is observed and backward looking, unlike LIBOR under the current methodology, which is an estimated forward-
looking rate and relies, to some degree, on the expert judgment of submitting panel members. Given that SOFR is a secured rate backed by government
securities, it will be a rate that does not take into account bank credit risk (as is the case with LIBOR). SOFR also may be more volatile than LIBOR.
Whether or not SOFR, or another alternative reference rate, attains market traction as a LIBOR replacement tool remains in question. If LIBOR ceases to
exist, interest rates under our credit facilities and our interest rate swaps may be impacted. For example, if LIBOR ceases to exist, Ultraco and the facility
agent may amend the New Ultraco Debt Facility to replace LIBOR with an alternate benchmark rate (including any mathematical or other adjustments to
the benchmark (if any) incorporated therein, a “LIBOR Successor Rate”). We may also need to amend our interest rate swaps and any other credit facilities
to replace LIBOR with an agreed upon replacement index. This could cause certain of the interest rates under credit facilities and interest rate swaps to
change. The new rates may not be as favorable to us as those in effect prior to any LIBOR phase-out. We may also find it desirable to engage in more
frequent interest rate hedging transactions.
Company Specific Risk Factors
We are dependent on spot charters and any decrease in spot charter rates in the future may adversely affect our earnings, our ability to pay dividends or
meet our financial covenants on our indebtedness.
As of December 31, 2020 we owned a fleet of 45 vessels which are employed for less than one year exposing us to fluctuations in spot market charter
rates. Historically, the drybulk market has been volatile as a result of the many conditions and factors that can affect the price, supply and demand for
drybulk capacity. A global economic crisis may reduce demand for transportation of drybulk cargoes, which may materially affect our revenues,
profitability and cash flows. The spot charter market may fluctuate significantly based upon supply of and demand for vessels and cargoes. The successful
operation of our vessels in the competitive spot charter market depends upon, among other things, obtaining profitable spot charters and minimizing, to the
extent possible, time spent waiting for charters and time spent traveling unladen to pick up cargo. The spot market is very volatile, and, in the past, there
have been periods when spot rates have declined below the operating cost of vessels. If future spot charter rates decline, then we may be unable to operate
our vessels trading in the spot market profitably, meet our obligations, including payments on indebtedness, or to pay dividends, if any, in the future.
Furthermore, as charter rates for spot charters are fixed for a single voyage, which may last up to several weeks, during periods in which spot charter rates
are rising, we will generally experience delays in realizing the benefits from such increases.
The laws of the Marshall Islands generally prohibit the payment of dividends other than from surplus (retained earnings and the excess of consideration
received for the sale of shares above the par value of the shares) or while a company is insolvent or would be rendered insolvent by the payment of such a
dividend. We may not have sufficient surplus in the future to pay dividends and our subsidiaries may not have sufficient funds or surplus to make
distributions to us. We can give no assurance that dividends will be paid at all.
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In addition, the declaration and payment of dividends, if any, will always be subject to the discretion of the board of directors, restrictions contained in
our existing debt agreements and the requirements of Marshall Islands law. The timing and amount of any dividends declared will depend on, among other
things, the Company's earnings, financial condition and cash requirements and availability, the ability to obtain debt and equity financing on acceptable
terms as contemplated by the Company's growth strategy, the terms of its outstanding indebtedness and the ability of the Company's subsidiaries to
distribute funds to it. The Company does not currently expect to pay dividends in the near term. Please see Item 7. Management's Discussion and Analysis
of Financial Condition and Results of Operations — Dividends.
We may have difficulty managing our planned growth properly and integrating newly acquired vessels.
The management of the 45 vessels in our owned fleet, as of December 31, 2020, and additional drybulk vessels that we may acquire in the future impose
significant responsibilities on our management and staff. The addition of vessels to our fleet may require us to increase the number of our personnel.
Further, we are providing technical management services to all of our vessels in our fleet. We will also have to manage our customer base so that we can
provide continued employment for our vessels upon the expiration of our existing charters.
We intend to continue to grow our business. Our future growth will primarily depend on:
locating and acquiring suitable vessels;
obtaining required financing on acceptable terms;
identifying and consummating acquisitions or joint ventures;
enhancing our customer base; and
•
•
•
•
• managing our expansion.
Growing any business by acquisition presents numerous risks, such as undisclosed liabilities and obligations, the possibility that indemnification
agreements will be unenforceable or insufficient to cover potential losses and difficulties associated with imposing common standards, controls, procedures
and policies, obtaining additional qualified personnel, managing relationships with customers and integrating newly acquired assets and operations into
existing infrastructure. We cannot give any assurance that we will be successful in executing our growth plans or that we will not incur significant expenses
and losses in connection with our future growth.
Purchasing and operating secondhand vessels may result in increased operating costs and reduced fleet utilization.
While we have the right to inspect previously owned vessels prior to purchase, such an inspection does not provide us with the same knowledge about
their condition that we would have if these vessels had been built for and operated exclusively by us. A secondhand vessel may have conditions or defects
that we were not aware of when we bought the vessel and which may require us to incur costly repairs to the vessel. These repairs may require us to put a
vessel into dry dock, which would reduce our fleet utilization. Furthermore, we usually do not receive the benefit of warranties on secondhand vessels.
We are subject to certain risks with respect to our counterparties on contracts, and failure of such counterparties to meet their obligations could cause
us to suffer losses or otherwise adversely affect our business.
We have entered into and may enter into in the future, among other things, charter agreements with our customers. Such agreements subject us to counter
party risks. The ability of each of our counterparties to perform its obligations under a contract with us will depend on a number of factors that are beyond
our control and may include, among other things, general economic conditions, the condition of the maritime industry, the overall financial condition of the
counterparty, charter rates received for specific types of vessels, the supply and demand for commodities such as iron ore, coal, grain, and other minor
bulks and various expenses. Should a counter party fail to honor its obligations under agreements with us, we could sustain significant losses which could
have a material adverse effect on our business, financial condition, results of operations and cash flows.
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The loss of one or more of our significant customers may affect our financial performance.
Some of our charterers are privately owned companies for which limited credit and financial information was available to us in making our assessment
of counter party risk when we entered into our charter. In addition, the ability of each of our charterers to perform its obligations under a charter will
depend on a number of factors that are beyond our control. These factors may include general economic conditions, the condition of the drybulk shipping
industry, the charter rates received for specific types of vessels and various operating expenses. If one or more of these charterers terminates its charter or
chooses not to re-charter our vessel or is unable to perform under its charter with us and we are not able to find a replacement charter, we could suffer a loss
of revenues that could adversely affect our financial condition, results of operations and cash available for distribution as dividends to our shareholders. In
addition, we may be required to change the flagging or registration of the related vessel and may incur additional costs, including maintenance and crew
costs if a charterer were to default on its obligations. Our shareholders do not have any recourse against our charterers. For the years ended December 31,
2020, 2019 and 2018, the Company had no charterers which individually accounted for more than 10% of the Company's gross charter revenue.
In the highly competitive international shipping industry, we may not be able to compete for charters with new entrants or established companies with
greater resources, and as a result, we may be unable to employ our vessels profitably.
Our vessels are employed in a highly competitive market that is capital intensive and highly fragmented. Competition arises primarily from other vessel
owners, some of whom have substantially greater resources than we do. Competition for the transportation of drybulk cargo by sea is intense and depends
on price, location, size, age, condition and the acceptability of the vessel and its operators to the charterers. Due in part to the highly fragmented market,
competitors with greater resources could enter the drybulk shipping industry and operate larger fleets through consolidations or acquisitions and may be
able to offer lower charter rates and higher quality vessels than we are able to offer. If we are unable to successfully compete with other drybulk shipping
companies, our results of operations would be adversely impacted.
We may be unable to attract and retain key management personnel and other employees in the shipping industry, which may negatively impact the
effectiveness of our management and results of operations.
Our success depends to a significant extent upon the abilities and efforts of our management team. Our success will depend upon our ability to retain key
members of our management team and to hire new members as may be desirable. The loss of any of these individuals could adversely affect our business
prospects and financial condition. Difficulty in hiring and retaining replacement personnel could have a similar effect. We do not maintain "key man" life
insurance on any of our officers.
The aging of our fleet may result in increased operating costs in the future, which could adversely affect our earnings.
In general, the cost of maintaining a vessel in good operating condition increases with the age of the vessel. Although the weighted average age of the 45
drybulk vessels in our owned fleet as of December 31, 2020 was approximately 8.8 years, as our fleet ages, we will incur increased costs. Older vessels are
typically less fuel efficient and more expensive to maintain than more recently constructed vessels due to improvements in engine technology. Cargo
insurance rates increase with the age of a vessel, making older vessels less desirable to charterers. Governmental regulations and safety or other equipment
standards related to the age of vessels may also require expenditures for alterations or the addition of new equipment, to our vessels and may restrict the
type of activities in which our vessels may engage. We cannot assure you that, as our vessels age, market conditions will justify those expenditures or
enable us to operate our vessels profitably during the remainder of their useful lives.
58
Technological innovation could reduce our charter hire income and the value of our vessels.
The charter hire rates and the value and operational life of a vessel are determined by a number of factors including the vessel's efficiency, operational
flexibility and physical life. Efficiency includes speed, fuel economy and the ability to load and discharge cargo quickly. Flexibility includes the ability to
enter harbors, utilize related docking facilities and pass through canals and straits. The length of a vessel's physical life is related to its original design and
construction, its maintenance and the impact of the stress of operations. If new drybulk carriers are built that are more efficient or more flexible or have
longer physical lives than our vessels, competition from these more technologically advanced vessels could adversely affect the amount of charter hire
payments we receive for our vessels once their initial charters expire and the resale value of our vessels could significantly decrease. As a result, our
business, results of operations, cash flows and financial condition could be adversely affected.
We may be subject to litigation that, if not resolved in our favor and not sufficiently insured against, could have a material adverse effect on us.
We may be, from time to time, involved in various litigation matters. These matters may include, among other things, contract disputes, personal injury
claims, environmental claims or proceedings, asbestos and other toxic tort claims, employment matters, governmental claims for taxes or duties, and other
litigation that arises in the ordinary course of our business. Although we intend to defend these matters vigorously, we cannot predict with certainty the
outcome or effect of any claim or other litigation matter, and the ultimate outcome of any litigation or the potential costs to resolve them may have a
material adverse effect on us. Insurance may not be applicable or sufficient in all cases and/or insurers may not remain solvent which may have a material
adverse effect on our financial condition.
We may have to pay tax on United States source income, which will reduce our earnings.
Under the United States Internal Revenue Code of 1986, as amended, or the Code, 50% of the gross shipping income of a vessel owning or chartering
corporation, such as ourselves and our subsidiaries, that is attributable to transportation that begins or ends, but that does not both begin and end, in the
United States is characterized as United States source shipping income and such income is subject to a 4% United States federal income tax without
allowance for any deductions, unless that corporation qualifies for exemption from tax under Section 883 of the Code and the Treasury regulations
promulgated thereunder.
We believe that we qualify for this statutory tax exemption for our 2020 taxable year and we intend to take this position for U.S. federal income tax
return reporting purposes. However, there are factual circumstances beyond our control that could cause us to lose the benefit of this tax exemption and
thereby become subject to U.S. federal income tax on our U.S. source income. Therefore, we can give no assurances on our tax-exempt status. If we are not
entitled to exemption under Section 883 of the Code for any taxable year, we could be subject for those years to an effective 2% U.S. federal income tax on
the gross shipping income we derive during the year that are attributable to the transport of cargoes to or from the United States. The imposition of this tax
would have a negative effect on our business and would result in decreased earnings and cash available to pay amounts due on the note or for distribution
to our shareholders. For more information, see Item 1. Business - United States Federal Income Taxation of Our Company.
United States tax authorities could treat us as a "passive foreign investment company," which could have adverse United States federal income tax
consequences to United States holders.
A foreign corporation will be treated as a "passive foreign investment company," or PFIC, for United States federal income tax purposes if either (1) at
least 75% of its gross income for any taxable year consists of certain types of "passive income" or (2) at least 50% of the average value of the corporation's
assets produce or are held for the production of those types of "passive income." For purposes of these tests, "passive income" includes dividends, interest,
and gains from the sale or exchange of investment property and rents and royalties other than rents and royalties which are received from unrelated parties
in connection with the active conduct of a trade or business. For purposes of these tests, income derived from the performance of services does not
constitute "passive income."
59
United States shareholders of a PFIC are subject to a disadvantageous United States federal income tax regime with respect to the income derived by the
PFIC, the distributions they receive from the PFIC and the gain, if any, they derive from the sale or other disposition of their shares in the PFIC.
Based on our current method of operation, we do not believe that we have been, are or will be a PFIC with respect to any taxable year. In this regard, we
intend to treat the gross income we derive or are deemed to derive from our time and voyage chartering activities as services income, rather than rental
income. Accordingly, we believe that our income from our time and voyage chartering activities does not constitute "passive income," and the assets that
we own and operate in connection with the production of that income do not constitute passive assets.
There is, however, no direct legal authority under the PFIC rules addressing our method of operation and there is authority which characterizes time
charter income as rental income rather than services income for other tax purposes. Accordingly, no assurance can be given that the IRS or a court of law
will accept our position, and there is a risk that the IRS or a court of law could determine that we are a PFIC. Moreover, no assurance can be given that we
would not constitute a PFIC for any future taxable year if there were to be changes in the nature and extent of our operations.
If the IRS were to find that we are or have been a PFIC for any taxable year, our United States shareholders may face adverse United States tax
consequences and information reporting obligations. Under the PFIC rules, unless those shareholders made an election available under the Code (which
election could itself have adverse consequences for such shareholders), such shareholders would be liable to pay United States federal income tax upon
excess distributions and upon any gain from the disposition of our common stock at the then prevailing income tax rates applicable to ordinary income plus
interest as if the excess distribution or gain had been recognized ratably over the shareholder’s holding period of our common stock.
We may be subject to additional taxes, including as a result of challenges by tax authorities or changes in applicable law, which could adversely impact
our business and financial results.
We are subject to tax in certain jurisdictions in which we are organized, own assets or have operations. In computing our tax obligations in these
jurisdictions, we are required to take various tax accounting and reporting positions on matters that are not entirely free from doubt and for which we have
not received rulings from the governing authorities. We cannot assure you that, upon review of these positions, the applicable authorities will agree with
our positions. A successful challenge by a tax authority, or a change in applicable law, could result in additional tax imposed on us, which could adversely
impact our business and financial results.
We are a holding company, and we depend on the ability of our subsidiaries to distribute funds to us in order to satisfy our financial obligations and to
make dividend payments.
We are a holding company and our subsidiaries conduct all of our operations and own all of our operating assets. We have no significant assets other than
the equity interests in our subsidiaries. As a result, our ability to satisfy our financial obligations and to make dividend payments in the future depends on
our subsidiaries and their ability to distribute funds to us. If we are unable to obtain funds from our subsidiaries, our board of directors may exercise its
discretion not to declare or pay dividends. We do not intend to obtain funds from other sources to pay dividends. We do not currently expect to pay
dividends in the near term.
As we expand our business, we may need to improve our operating and financial systems and will need to recruit suitable employees and crew for our
vessels.
Our current operating and financial systems may not be adequate if we continue to expand the size of our fleet in the future and our attempts to improve
those systems may be ineffective. In addition, if we further expand our fleet, we will need to recruit suitable additional seafarers and shore side
administrative and management personnel. We cannot guarantee that we will be able to hire suitable employees as we expand our fleet. If we or our
crewing agent encounters business or financial difficulties, we may not be able to adequately staff our vessels. If we are unable to grow our financial and
operating systems or to recruit suitable employees as we expand our fleet, our
60
financial performance may be adversely affected and, among other things, the amount of cash available for distribution as dividends to our shareholders
may be reduced.
We conduct business in China, where the legal system has inherent uncertainties that could limit the legal protections available to us.
Some of our vessels may be chartered to Chinese customers or from time to time on our charterers’ instructions, our vessels may call on Chinese ports.
Such charters and any additional charters that we enter into may be subject to new regulations in China that may require us to incur new or additional
compliance or other administrative costs and may require that we pay to the Chinese government new taxes or other fees. Changes in laws and regulations,
including with regards to tax matters, and their implementation by local authorities could affect our vessels chartered to Chinese customers as well as our
vessels calling to Chinese ports and could have a material adverse impact on our business, financial condition and results of operations.
Risks Relating to Our Common Stock
We are incorporated in the Marshall Islands, which does not have a well-developed body of corporate law.
Our corporate affairs are governed by our Third Amended and Restated Articles of Incorporation (the “Charter”) and Second Amended and
Restated By-laws (the “Bylaws”) and by the Marshall Islands Business Corporations Act (the “BCA”). The provisions of the BCA resemble provisions of
the corporation laws of a number of states in the United States. However, there have been few judicial cases in the Marshall Islands interpreting the BCA.
The rights and fiduciary responsibilities of directors under the laws of the Marshall Islands are not as clearly established as the rights and fiduciary
responsibilities of directors under statutes or judicial precedent in existence in the United States. The rights of shareholders of companies incorporated in
the Marshall Islands may differ from the rights of shareholders of companies incorporated in the United States. While the BCA provides that it is to be
interpreted according to the laws of the State of Delaware and other states with substantially similar legislative provisions, there have been few, if any,
court cases interpreting the BCA in the Marshall Islands and we cannot predict whether Marshall Islands courts would reach the same conclusions as
United States courts. Thus, you may have more difficulty in protecting your interests in the face of actions by the management, directors or controlling
shareholders than would shareholders of a corporation incorporated in a United States jurisdiction which has developed a relatively more substantial body
of case law.
The market price of our common shares has fluctuated and may continue to fluctuate in the future.
The market price of our common shares has fluctuated since we became a public company and may continue to do so as a result of many factors,
including our actual results of operations and perceived prospects, the prospects of our competition and of the shipping industry in general and in particular
the drybulk sector, differences between our actual financial and operating results and those expected by investors and analysts, changes in analysts’
recommendations or projections, changes in general valuations for companies in the shipping industry, particularly the drybulk sector, changes in general
economic or market conditions and broad market fluctuations.
The public market for our common shares may not be active and liquid enough for you to resell our common shares in the future.
The stock market has experienced extreme price and volume fluctuations. If the volatility in the market continues or worsens, it could continue to
have an adverse effect on the market price of our common shares and could impact a potential sale price if holders of our common stock decide to resell
their shares.
The seaborne transportation industry has been highly unpredictable and volatile. The market for common shares in this industry may also be
volatile. The market price of our common shares may be influenced by many factors, many of which are beyond our control, including:
61
actual or anticipated fluctuations in our quarterly and annual results and those of other public companies in our industry;
announcements by us or our competitors of significant contracts, acquisitions or capital commitments;
terrorist acts;
future sales of our common shares or other securities;
•
•
• mergers and strategic alliances in the shipping industry;
•
•
• market conditions in the shipping industry;
•
•
•
•
•
economic and regulatory trends;
shortfalls in our operating results from levels forecast by securities analysts;
announcements concerning us or our competitors;
the general state of the securities market; and
investors’ perception of us and the drybulk shipping industry.
As a result of these and other factors, investors in our common stock may not be able to resell their shares at or above the price they paid for such shares.
These broad market and industry factors may materially reduce the market price of our common shares, regardless of our operating performance.
Certain shareholders own large portions of our outstanding common stock, which may limit other shareholders' ability to influence our actions.
Certain shareholders currently hold significant percentages of our common stock. To the extent a significant percentage of the ownership of our common
stock is concentrated in a small number of holders, such holders will be able to influence the outcome of any shareholder vote, including the election of
directors, the adoption or amendment of provisions in our articles of incorporation or by-laws and possible mergers, corporate control contests and other
significant corporate transactions. This concentration of ownership may have the effect of delaying, deferring or preventing a change in control, merger,
consolidation, takeover or other business combination involving us. This concentration of ownership could also discourage a potential acquirer from
making a tender offer or otherwise attempting to obtain control of us, which could in turn have an adverse effect on the market price of our common stock.
The effect of the sale of any borrowed shares, which sales, if any, may be made to facilitate transactions by which investors in our Convertible Bond
Debt may hedge their investments, may be to lower the market price of our common stock.
We have been advised that certain selling shareholders may sell borrowed shares (including under this prospectus) and use the resulting short
position to establish or maintain their hedge with respect to their investments in our Convertible Bond Debt. The existence of the share lending
arrangements and the short sales of our common stock effected in connection therewith could cause the market price of our common stock to be lower over
the term of the share lending arrangements than it would have been had we not entered into such arrangements, due to the effect of the increase in the
number of our outstanding shares of common stock being traded in the market or otherwise.
Future sales, or availability for sale, of common stock by shareholders could depress the market price of our common stock.
Sales of a substantial number of shares of our common stock in the public market, including sales by any selling shareholder, or the perception
that large sales could occur could depress the market price of our common stock. Such future sales, or perception thereof, could also impact our ability to
raise capital through future offerings of equity or equity-linked securities. During December 2020, we issued 1.3 million shares in relation of acquisition of
two Ultramax vessels. From time to time, we may issue additional shares in connection with the acquisition of vessels. As of March 5, 2021, we had
12,442,798 shares of common stock issued and outstanding.
To the extent we issue common stock upon conversion of our Convertible Bond Debt, the conversion of some or all of the Convertible Bond Debt
will dilute the ownership interests of existing stockholders. If we elect to
62
deliver shares to holders of our Convertible Bond Debt with respect to the principal amount owed at maturity, the ownership interests of existing
stockholders would be diluted. Any sales in the public market of common stock so issued could adversely affect prevailing market prices of our common
stock. In addition, the existence of our Convertible Bond Debt may encourage short selling by market participants because the conversion of our
Convertible Bond Debt could depress the price of our common stock.
Our shareholders are limited in their ability to elect or remove directors.
The Charter prohibits cumulative voting in the election of directors. The Bylaws require parties other than the board of directors to give advance
written notice of nominations for the election of directors. The Charter also provides that directors may only be removed for cause upon the affirmative
vote of a majority of the outstanding shares of capital stock entitled to vote for the election of directors. Newly created directorships resulting from an
increase in the number of directors and vacancies occurring in the board of directors for any reason may only be filled by a majority of the directors then in
office, even if less than a quorum exists.
Our shareholders may take action only at Annual or Special Meetings.
The Charter and the Bylaws provide that any action required or permitted to be taken by shareholders must be effected at a duly called annual or special
meeting of shareholders. Except as otherwise mandated by law, shareholders may not act by written consent.
Under the Bylaws, annual shareholder meetings will be held at a time and place selected by the board of directors. The meetings may be held in or
outside of the Marshall Islands. These provisions may impede shareholders’ ability to take actions with respect to the Company that they deem appropriate
or advisable.
The Charter and the Bylaws provide that, except as otherwise required by law, special meetings of shareholders may be called at any time only by
(i) the lead director (if any), (ii) the chairman of the board of directors, (iii) the board of directors pursuant to a resolution duly adopted by a majority of the
board stating the purpose or purposes thereof, or (iv) any one or more shareholders who beneficially owns, in the aggregate, 15% or more of the aggregate
voting power of all then-outstanding shares of Voting Stock. The notice of any such special meeting is to include the purpose or purposes thereof, and the
business transacted at the special meeting is limited to the purpose or purposes stated in the notice (or any supplement thereto). These provisions may
impede the ability of shareholders to bring matters before a special meeting of shareholders.
The board of directors may set a record date between 15 and 60 days before the date of any meeting to determine the shareholders that will be
eligible to receive notice and vote at the meeting.
Our shareholders are subject to advance notice requirements for shareholder proposals and director nominations
The Bylaws provide that shareholders seeking to nominate candidates for election as directors or to bring business before an annual meeting of
shareholders must provide timely notice of their proposal in writing to the corporate secretary. To be timely, a shareholder's notice will have to be received
at the Company’s principal executive offices not less than 60 days nor more than 90 days prior to the anniversary date of the immediately preceding annual
meeting of shareholders; provided, however, that in the event that the annual meeting is called for a date that is not within 30 days before or after such
anniversary date, such as is the case for the 2019 annual meeting, notice by the shareholder must be received not later than the close of business on the
tenth day following the day on which such notice of the date of the annual meeting was mailed or public disclosure of the date of the annual meeting was
made, whichever occurs first, in order for such notice by a shareholder to be timely. The Bylaws also specify requirements as to the form and content of a
shareholder's notice. These advance notice requirements, particularly the 60 to 90 day requirement, may impede shareholders' ability to bring matters
before an annual meeting of shareholders or make nominations for directors at an annual meeting of shareholders.
63
Certain super majority provisions in our organizational documents may discourage, delay or prevent changes to such documents.
The Charter provides that a two-thirds vote is required to amend or repeal certain provisions of the Charter and Bylaws, including those provisions
relating to: the number and election of directors; filling of board vacancies; resignations and removals of directors; director liability and indemnification of
directors; the power of shareholders to call special meetings; advance notice of director nominations and shareholders proposals; and amendments to the
Charter and Bylaws. These super majority provisions may discourage, delay or prevent changes to the Charter or Bylaws.
Our Third Amended and Restated Articles of Incorporation provide that the U.S. federal courts located in the Southern District of New York or, if such
courts lack jurisdiction, the state courts of the State of New York, shall be the sole and exclusive forum for certain disputes between us and our
shareholders, which could limit our shareholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, or
employees.
Our Third Amended and Restated Articles of Incorporation, or our Articles of Incorporation, provide that, unless the Company consents in writing
to the selection of an alternative forum, the U.S. federal courts located in the Southern District of New York or, if such court lacks jurisdiction, the state
courts of the State of New York, shall be the sole and exclusive forum for (a) any derivative action or proceeding brought on behalf of the Company, (b)any
action asserting a claim of a breach of a fiduciary duty owed by any director, officer or other employee of the Company to the Company or the Company’s
shareholders, (c) any action asserting a claim arising pursuant to any provision of the BCA or (d) any action asserting a claim governed by the internal
affairs doctrine. This forum selection provision could apply to actions brought under provisions of the federal securities laws, including the Securities Act
and Exchange Act. The forum selection provision may limit a shareholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes
with us or our directors, officers, or other employees, which may discourage lawsuits with respect to such claims.
The Company may not achieve the intended benefits of having a forum selection provision if it is found to be unenforceable.
Our Articles of Incorporation include a forum selection provision as described above. However, the enforceability of similar forum selection
provisions in other companies’ governing documents has been challenged in legal proceedings, and it is possible that in connection with any action a court
could find the forum selection provision contained in our Articles of Incorporation to be inapplicable or unenforceable in such action. If a court were to find
the forum selection provision to be inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, the
Company may incur additional costs associated with resolving such action in other jurisdictions, which could adversely affect our business, financial
condition and results of operations.
64
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 2. PROPERTIES
We do not own any real property. We lease office space at 300 First Stamford Place, Stamford CT 06902. In addition, we lease offices in Singapore and
Copenhagen, Denmark. Our interests in our drybulk vessels are our only material properties. See Item 1. Business — Our Fleet.
65
ITEM 3. LEGAL PROCEEDINGS
See Note 8 Commitments and Contingencies to the Company’s consolidated financial statements set forth in Item 8. Financial Statements and
Supplementary Data of this Form 10-K, for information regarding legal proceedings in which we are involved.
ITEM 4. MINE SAFETY DISCLOSURE
Not applicable.
66
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF
EQUITY SECURITIES
Common Stock
The trading market for shares of our common stock is the Nasdaq Global Select Market, on which our shares are quoted under the symbol "EGLE.”
On March 10, 2021, the closing sale price of our common stock, as reported on the Nasdaq Global Select Market, was $39.38 per share.
The number of shareholders of record of our common stock was approximately 114 on March 10, 2021.
Payment of Dividends to Shareholders
The timing and amount of any dividends declared will depend on, among other things, the Company's earnings, financial condition and cash
requirements and availability, the ability to obtain debt and equity financing on acceptable terms as contemplated by the Company's growth strategy, the
terms of its outstanding indebtedness and the ability of the Company's subsidiaries to distribute funds to it. The Company does not currently expect to pay
dividends in the near term. Please see Item 7 Management's Discussion and Analysis of Financial Condition and Results of Operations—Dividends and
Note 6 Debt to the consolidated financial statements.
Equity Compensation Plan Information
On October 15, 2014, the Company adopted the management incentive program, which provided for the distribution of Company equity in the form of
shares of Company common stock, and options, to the participating senior management and other employees of the reorganized Company (the “2014
Plan”). As of December 31, 2020, there were no outstanding unvested restricted shares issued and outstanding under this plan. The 2014 Plan was replaced
by the 2016 Plan, as defined below.
On November 7, 2016, the Company granted 33,409 shares of restricted common stock and options to purchase 40,000 shares of the Company’s
common stock in connection with the appointment of a new member to the senior management team. The restricted stock and options were not granted
under, but are subject to, the terms of the Company’s 2014 Plan. The shares vested completely during 2019 and the options were vested completely during
2020 but not exercised as of December 31, 2020.
On December 15, 2016, the Company adopted the 2016 Equity Incentive Plan (the “2016 Plan”) which replaced the 2014 Plan. Outstanding awards
under the 2014 Plan will continue to be governed by the terms of the 2014 Plan until exercised, expired or otherwise terminated or cancelled. Under the
terms of the 2016 Plan, a maximum of 764,087 shares may be issued. Any director, officer, employee or consultant of the Company or any of its
subsidiaries (including any prospective officer or employee) is eligible to be designated to participate in the 2016 Plan. On June 7, 2019, the Company's
shareholders approved an amendment and restatement of the 2016 Plan, which increased the number of shares reserved under the 2016 Plan by an
additional 357,142 shares to a maximum of 1,121,229 shares of common stock.
The following table sets forth certain information as of December 31, 2020 regarding the 2016 Plan. The 2016 Plan was approved by our shareholders on
December 15, 2016.
67
Plan Category
Equity compensation plans approved by security holders
Securities to be issued
upon exercise of
outstanding options,
(1)
warrants and rights
Weighted-average
exercise price of
outstanding options,
warrants and rights
Remaining securities
for future issuance
under equity
compensation plans
(1)
285,591 $
33.95
352,226
(1)
The sum, combined with 483,412 restricted shares issued (net of forfeitures and cancellations) consists of 1,121,229 shares eligible to be granted under
the 2016 Plan.
68
ITEM 6. SELECTED FINANCIAL DATA
The selected financial data presented below have been derived in part from, and should be read in conjunction with, the consolidated financial statements
and Item 7 Management's Discussion and Analysis of Financial Condition and Results of Operations.
$
2019
2020
(Dollar, Shares, and Weighted Average Shares Outstanding amounts in thousands except per Share amounts and Fleet Data)
Income Statement Data
Revenues, net
Voyage expenses
Vessel operating expenses
Charter hire expenses
Depreciation and amortization
General and administrative expenses
Other operating expense
Restructuring charges
Vessel impairment
Impairment of operating lease right-of-use assets
Loss/(gain) on sale of vessels
Total Operating Expenses, net
292,378
87,701
82,342
42,169
40,546
35,042
1,125
—
—
—
(5,979)
282,947
310,094
79,566
81,336
38,046
37,717
36,157
—
—
—
—
(335)
272,487
275,134
89,549
86,528
21,280
50,157
31,532
—
—
—
352
490
279,888
2018
$
$
$
(1)
(2)
Interest expense
Interest income
Realized and unrealized (gain)/loss on derivative instruments, net
Loss on debt extinguishment
Net (loss)/income
(3)
Share and Per Share Data
Basic net (loss)/income per share
Diluted net (loss)/income per share
Weighted average shares outstanding - Basic
Weighted average shares outstanding – Diluted
(b)
(4)
(4)
(b)
Consolidated Cash Flow Data
Net cash provided by/(used in) operating activities
Net cash used in investing activities
Net cash provided by financing activities
35,393
(257)
(4,827)
—
(35,063)
(3.40)
(3.40)
10,310
10,310
12,595
(5,492)
22,615
$
$
$
$
30,577
(1,867)
150
2,268
(21,697)
(2.13)
(2.13)
10,195
10,195
21,686
(168,619)
127,900
$
$
$
$
25,744
(585)
(126)
—
12,575
1.25
1.23
10,095
10,257
45,470
(31,014)
7,381
$
$
$
$
$
$
$
$
2017
2016
$
$
$
$
$
236,785
62,351
78,607
31,284
33,691
33,126
—
—
—
—
(2,135)
236,925
29,377
(651)
(38)
14,969
(43,797)
(4.43)
(4.43)
9,883
9,883
(10,037)
(155,250)
145,022
124,493
42,094
74,017
12,845
38,884
22,906
—
5,869
129,028
—
102
325,745
21,799
(215)
687
—
(223,523)
(76.08)
(76.08)
2,938
2,938
(45,434)
(9,347)
106,335
(1)
As of December 31, 2016, the Company intended to divest some of the older as well as less efficient vessels from its fleet to achieve operating cost
savings as well as potentially acquiring newer and more efficient vessels. The anticipated sale of such vessels in the next two years reduced our estimated
holding period of the vessels resulting in an impairment charge. As a result, we reduced the carrying value of each vessel to its fair market value as of
December 31, 2016 and recorded an impairment charge of $122.9 million. In addition to the above, in 2015, we identified six vessels as probable sales, and
recognized an impairment charge in 2015 of $50.9 million. As the value
69
of such vessels further declined in the first quarter of 2016, we recorded an additional impairment charge of $6.2 million in that quarter.
(2)
During the second quarter of 2020, the Company determined that there were impairment indicators present for one of our chartered-in vessel contracts
and, as a result, we recorded an operating lease impairment of $0.4 million. The operating lease impairment was included as a component of operating
(loss)/income in our Consolidated Statements of Operations for the year ended December 31, 2020.
(3)
On January 25, 2019, the Company repaid the outstanding debt together with accrued interest as of that date under the New First Lien Facility and the
Original Ultraco Debt Facility and discharged the debt in full from the proceeds of the New Ultraco Debt Facility. As a result, the Company recognized
$2.3 million representing the outstanding balance of debt issuance costs, as a loss on debt extinguishment in the first quarter of 2019. Please see Note 6
Debt to the consolidated financial statements.
On December 8, 2017, the Company repaid the amounts outstanding under the First Lien Facility and the Second Lien Facility by issuance of $200.0
million of the Norwegian Bond Debt and $65.0 million of the New First Lien Facility. As a result, the Company recognized a $15.0 million loss on debt
extinguishment in the fourth quarter of 2017.
(4)
Adjusted to give effect for the 1-for-7 Reverse Stock Split that became effective as of September 15, 2020, see Note 1 General Information to the
consolidated financial statements.
Consolidated Balance Sheet Data
(a)
(b)
Current assets
Total assets
Total liabilities
Current portion of long-term debt
Long-term debt
Stockholders' equity
Other data
Capital expenditures:
Vessels and vessel improvements
Purchase of scrubbers and ballast water systems
Drydocking expenditures
Ratio of Total debt to Total capitalization
Fleet Data
Number of vessels in owned fleet
Average age of fleet (years)
Fleet Ownership Days
Charter-in Days
Fleet Available Days
Fleet Operating Days
Fleet Utilization
(c)
2019
100,533
1,002,087
520,584
35,709
410,067
481,503
$
December 31,
2018
118,474
846,209
366,603
29,176
301,583
479,606
2020
118,265
967,127
496,709
39,244
412,931
470,418
4,230
28,377
14,294
$
$
$
$
$
$
$
$
143,478
58,196
11,903
$
$
$
49.0 %
48.1 %
45
8.8
18,065
2,179
19,612
19,450
50
8.7
16,945
3,583
19,214
19,058
43,444
12,342
8,323
40.8 %
47
9.0
17,213
3,294
20,083
19,921
$
$
$
$
$
$
$
$
2017
105,223
808,350
347,185
4,000
313,684
461,165
176,603
—
2,579
40.8 %
47
8.2
16,293
3,353
19,245
19,140
2016
104,265
686,382
285,899
—
255,944
400,483
21,787
—
3,689
39.0 %
41
8.7
15,408
1,494
16,695
16,485
99.2 %
99.2 %
99.2 %
99.5 %
98.8 %
(a) The amount of $39.2 million represents $8.0 million under the Norwegian Debt Facility and $31.2 million under the New Ultraco Debt Facility to be
repaid in 2021.
70
(b) Effective as of September 15, 2020, the Company completed the 1-for-7 Reverse Stock Split of the Company's issued and outstanding shares of
common stock, par value $0.01 per share. All references herein to common stock and per share data for all periods presented in these consolidated
financial statements and notes thereto, have been retrospectively adjusted to reflect the Reverse Stock Split. See Note 1 to the consolidated financial
statements for additional information.
(c) Ratio of Total debt to Total capitalization was calculated as debt divided by capitalization (debt plus stockholders' equity).
71
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial
statements and related notes set forth in Item 8. Financial Statements and Supplementary Data, our consolidated financial data set forth in Item 6. Selected
Financial Data and the risk factors identified in Item 1A. Risk Factors of this Annual Report. For further discussion regarding our results of operations for
the year ended December 31, 2019 as compared to the year ended December 31, 2018, refer to Item 7 Management's Discussion and Analysis of Financial
Condition and Results of Operations in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019.
General Overview
Eagle Bulk Shipping Inc. (“Eagle” or the “Company”) is a U.S. based fully integrated shipowner-operator providing global transportation
solutions to a diverse group of customers including miners, producers, traders, and end users. Headquartered in Stamford, Connecticut, with offices in
Singapore and Copenhagen, Eagle focuses exclusively on the versatile mid-size drybulk vessel segment and owns one of the largest fleets of Supramax/
Ultramax vessels in the world. The Company performs all management services in-house such as strategic, commercial, operational, technical, and
administrative services and employs an active management approach to fleet trading with the objective of optimizing revenue performance and maximizing
earnings on a risk-managed basis. Typical cargoes we transport include both major bulk cargoes, such as iron ore, coal and grain coal, grain, and iron ore,
and minor bulk cargoes such as fertilizer, steel products, petcoke, cement, and forest products. As of December 31, 2020, we owned and operated a modern
fleet of 45 Supramax/Ultramax dry bulk vessels. We chartered-in three Ultramax vessels for a remaining lease term of less than one year. In addition, the
Company charters-in third-party vessels on a short to medium term basis.
Our owned fleet totals 45 vessels, with an aggregate carrying capacity of 2,686,570 dwt and had an average age of 8.8 years as of December 31,
2020.
Financing
On June 9, 2020, Ultraco Shipping LLC ("Ultraco"), a wholly-owned subsidiary of the Company, and certain initial and additional guarantors entered
into the Third Amendment (the "Third Amendment") to the New Ultraco Debt Facility to provide for incremental commitments and pursuant to which on
June 12, 2020, Ultraco borrowed $22.6 million for general corporate purposes which was secured by two Ultramaxes already owned by the Company, the
M/V Hong Kong Eagle and M/V Santos Eagle. The Company paid $0.4 million as financing costs to the lenders. The Company incurred an additional $0.2
million in other financing costs in relation to the transaction.
On December 22, 2020, the Company issued an aggregate of 1,381,215 shares in two concurrent public offerings ("Equity Offerings"). The total
net proceeds from the offerings, net of issuance costs was $23.5 million. The Company used the net proceeds to finance the acquisition of two modern
Ultramax vessels and general corporate purposes.
The following are certain significant events with respect to our vessels that occurred during 2020:
•
For the year ended December 31, 2020, the Company sold five vessels (Goldeneye, Skua, Shrike, Osprey I and Hawk) for total net proceeds of
$23.2 million after brokerage commissions and associated selling expenses. The Company recorded a net loss of $0.5 million from the sale of the
five vessels in its Consolidated Statement of Operations for the year ended December 31, 2020.
• During the fourth quarter of 2020, the Company entered into a series of memorandum of agreements to purchase three high specification scrubber-
fitted Ultramax bulkcarriers for a total purchase price of $50.2 million excluding direct expenses of acquisition. The Company took delivery of the
vessels during
72
the first quarter of 2021. The Company paid and recorded $3.3 million on two of the above mentioned vessels in advances for vessel purchases in
the Consolidated Balance Sheet as of December 31, 2020.
Vessel upgrades - scrubbers and ballast water systems
During the third quarter of 2018, the Company entered into a series of agreements to purchase up to 37 scrubbers, which were fitted on the
Company's vessels. The actual costs, including installation, were approximately $2.4 million per scrubber. During the second quarter of 2020, the Company
completed and commissioned all 37 scrubbers and recorded $88.9 million in Vessels and vessel improvements in the Consolidated Balance Sheet as of
December 31, 2020.
During the third quarter of 2018, the Company entered into a contract for the installation of BWTS on 39 of our owned vessels. The projected
costs, including installation, are approximately $0.5 million per BWTS. The Company intends to complete the installations during scheduled drydockings.
The Company completed installation of BWTS on 15 vessels and recorded $7.1 million in Vessels and vessel improvements in the Consolidated Balance
Sheet as of December 31, 2020. Additionally, the Company recorded $2.3 million as advances paid towards installation of BWTS on the remaining vessels
as a noncurrent asset in its Consolidated Balance Sheet as of December 31, 2020. During the second quarter of 2020, the Company applied for and received
extensions from the USCG of up to one year from their deadline for BWTS installation on 18 of our vessels. Additionally, the Company cancelled the
BWTS installation orders on three of its oldest vessels.
Business Strategy and Outlook:
We believe our strong balance sheet allows us the flexibility to opportunistically make investments in the drybulk segment that will drive shareholder
growth. In order to accomplish this, we intend to:
• Maintain a highly efficient and quality fleet in the drybulk 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; and
Continue to invest in our on-shore operations and development of processes.
Our financial performance is based on the following key elements of our business strategy:
(1) Concentration in one vessel category: Supramax/Ultramax drybulk vessels, which we believe offer certain size, operational and geographical
advantages relative to other classes of drybulk vessels, such as Handysize, Panamax and Capesize vessels,
(2) An active owner-operator model where we seek to operate our own fleet and develop contractual relationships 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 short term chartering, we consistently monitor the drybulk shipping market and, based on market
conditions, will consider taking advantage of long-term time charters on our owned fleet 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.
We have employed all of our vessels on time and voyage charters. The following table represents certain information about our revenue earning charters on
our owned fleet as of December 31, 2020:
73
Vessel
Bittern
Canary
Cape Town Eagle
Cardinal
Copenhagen Eagle
Crane
Crested Eagle
Crowned Eagle
Dublin Eagle
Egret Bulker
Fairfield Eagle
Gannet Bulker
Golden Eagle
Grebe Bulker
Greenwich Eagle
Groton Eagle
Hamburg Eagle
Hong Kong Eagle
Ibis Bulker
Imperial Eagle
Jaeger
Year
Built
2009
2009
2015
2004
2015
2010
2009
2008
2015
2010
2013
2010
2010
2010
2013
2013
2014
2016
2010
2010
2004
Dwt
Charter
Expiration
Daily Charter
Hire Rate
$
$
$
$
$
$
$
$
57,809
Jan 2021
57,809
Jan 2021
63,707
Jan 2021
55,362
Jan 2021
63,495
—
57,809
Jan 2021
55,989
Feb 2021
55,940
Feb 2021
63,549
Jan 2021
57,809
Jan 2021
63,301
Jan 2021
57,809
Feb 2021
55,989
Jan 2021
57,809
Jan 2021
63,301
Jan 2021
63,301
Jan 2021
63,334
Jan 2021
63,472
Jan 2021
57,809
Jan 2021
55,989
Jan 2021
52,483
Jan 2021
Voyage
8,675
23,000
15,000
Drydock (1)
10,000
Voyage
14,000
2,265
(2)
Voyage
Voyage
Voyage
Voyage
Voyage
7,450
Voyage
12,850
Voyage
Voyage
Voyage
Voyage
74
Jay
Kingfisher
Madison Eagle
Martin
Mystic Eagle
New London Eagle
Nighthawk
Oriole
Owl
Petrel Bulker
Puffin Bulker
Roadrunner Bulker
Rowayton Eagle
Sandpiper Bulker
Santos Eagle
Shanghai Eagle
Singapore Eagle
Southport Eagle
Stamford Eagle
Stellar Eagle
Stonington Eagle
57,809
Jan 2021
57,809
Jan 2021
63,301
Feb 2021
57,809
Jan 2021
$
63,301
Jan 2021
63,140
Jan 2021
57,809
Feb 2021
57,809
Jan 2021
Voyage
Voyage
Voyage
18,000
Voyage
Voyage
Voyage
Voyage
57,809
Jan 2021
Repairs
(3)
57,809
Feb 2021
57,809
Jan 2021
57,809
Jan 2021
63,301
Feb 2021
57,809
Jan 2021
63,537
Jan 2021
63,438
Feb 2021
63,386
Jan 2021
63,301
Jan 2021
61,530
Jan 2021
55,989
Feb 2021
63,301
Jan 2021
$
$
$
$
$
$
$
17,500
Voyage
8,350
Voyage
18,000
10,000
13,850
Voyage
9,250
Voyage
5,850
Voyage
2010
2010
2013
2010
2013
2015
2011
2011
2011
2011
2011
2011
2013
2011
2015
2016
2017
2013
2016
2009
2012
75
Sydney Eagle
Tern
Westport Eagle
2015
2003
2015
63,529
Jan 2021
50,209
Jan 2021
63,344
Feb 2021
$
$
23,850
Voyage
11,000
(1) The vessel is at a shipyard undergoing drydock as of December 31, 2020.
(2) The vessel is contracted to continue the existing time charter at an increased charter rate of $11,000 after January 8, 2021.
(3) The vessel was involved in a collision and was undergoing repairs at a shipyard as of December 31, 2020.
Business Outlook
COVID-19
In March 2020, the World Health Organization (the “WHO”) declared COVID-19, to be a pandemic. The COVID-19 pandemic is having
widespread, rapidly evolving, and unpredictable impacts on global society, economies, financial markets, and business practices. Governments have
implemented measures such as social distancing, mask mandates, travel restrictions, COVID testing guidelines, quarantine regulations etc. All the above
measures taken to slow the spread of COVID-19 have led to a significant slowdown in the worldwide economic activity and decline in demand for drybulk
cargoes. This has contributed to lower charter rates and shipping revenues in the first half of 2020.
In 2020, drybulk trade decreased by 1.9% compared to an increase of 0.4% in 2019, as measured in metric tons of cargo. This was primarily the
result of a 9.5% decline in coal trade around the world, reflecting the continuing shift away from thermal coal use in Europe, China-Australia trade
tensions, and decreased electricity demand in many countries due to economic impacts of COVID-19. Demand for minor bulk commodities also decreased
by 3.2% mainly due to the impact to steel and other construction-related commodities due to COVID-19, as well as a ban on exports of nickel ore from
Indonesia that became effective in January 2020. On the positive side, grain trade increased by 7.8%. The BSI-58 index averaged $8,189 for 2020,
compared to $9,948 for 2019.
During the second half of 2020, freight markets saw a strong rebound from the low point in the second quarter as demand for commodities
recovered. The gross BSI averaged $9,931/day during the third quarter of 2020, up 81% quarter-on-quarter. The charter hire rates continued to improve
during the fourth quarter of 2020 with average BSI averaging at $10,749/day. However, the economic activity levels as well as the demand for dry bulk
cargoes is still dependent on the duration of COVID-19, timing, and logistics of vaccine distribution, which is currently uncertain.
The Company experienced delays in cargo operations due to port restrictions and additional protocols and cancellation of a few cargo contracts.
However, the Company was able to secure alternative business for its vessels upon cancellation at the prevailing charter rates. Our crew on our ships were
exposed to risk of exposure to COVID-19. The travel restrictions imposed at various ports have severely impeded our crew rotation plans during the year.
We experienced some disruptions to our normal vessel operations and incurred additional offhire time due to deviations our vessels had to take to allow for
crew changes. As a result of the spread of COVID-19, the Company incurred some additional expenses relating to procurement of personal protective
equipment, COVID-19 testing, and crew travel, which is included in our vessel operating expenses in our Consolidated Statement of Operations for the
year ended December 31, 2020. Additionally, the Company experienced some delays in drydocking and BWTS installations, operations, and crew changes
due to quarantine regulations and COVID-19 testing and resulting offhire days. For additional discussion regarding the impact of COVID-19, see “—
Liquidity and Capital Resources— Summary of Liquidity and Capital Resources” and “Item 1A Risk Factors.”
76
We have instituted measures to reduce the risk of spread of COVID-19 for our crew members on our vessels as well as our onshore offices in
Stamford, Connecticut, Singapore, and Copenhagen. However, if the COVID-19 pandemic continues to impact the global economy on a prolonged basis,
or vaccination program goes slower than expected, the rate environment in the drybulk market and our vessel values may deteriorate further and our
operations and cash flows may be negatively impacted as well as our ability to meet the debt covenants under our existing debt facilities.
U.S.-China Trade Dispute
Over the course of 2018 and 2019, the United States imposed tariffs on various goods imported from a number of countries. Certain of these
countries, including China, undertook retaliatory actions by implementing tariffs on select U.S. products. Most notably in terms of drybulk trade volumes is
China’s tariff placed upon U.S. soybean exports. These tariffs impacted trade-flows with much of the US exports being substituted with soybeans from
South America. This also had an impact on seasonality, given the different timing of harvests between the Northern and Southern hemispheres. With the
signing of the “phase one” trade agreement between China and the U.S. in January 2020, China has agreed in principle to purchase meaningful quantities of
agricultural products, including soybeans, from the U.S. In recent months, China has purchased large amounts of agricultural products that are transported
on drybulk vessels which has helped support freight rates for the mid-sized and smaller vessel classes. It remains to be seen the stance the new U.S.
administration will take towards China as well as any previously agreed upon trade deals. A deterioration in the trading relationship or a re-escalation of
protectionist measures taken between these countries or others could lead to reduced volumes of drybulk trade as well as changes in trade flows.
Market Overview
The international shipping industry is highly competitive and fragmented with no single owner accounting for more than 3.5% of the on-the-water
drybulk fleet. As of December 31, 2020, there are approximately 12,300 drybulk vessels over 10,000 dwt totaling 911 million dwt. We compete with other
(primarily private) owners of drybulk vessels in the Handysize, Supramax/Ultramax, and Panamax asset classes.
Competition in the shipping industry varies according to the nature of the contractual relationship as well as the specific commodity being shipped. Our
business will fluctuate as a result of changes in the supply and demand for drybulk commodities and also the main patterns of trade in these commodities.
Competition in virtually all bulk trades is intense and based primarily on supply of ships and demand for our ocean transportation services. We compete for
charters on the basis of price, vessel location, size, age, and condition of the vessel, as well as on our reputation as an owner and operator. Increasingly,
major customers are demonstrating a preference for modern vessels based on concerns about the environmental and operational risks associated with older
vessels. Consequently, owners of large modern fleets have gained a competitive advantage over owners of older fleets.
Our strategy is to focus primarily on the Supramax/Ultramax asset class, defined as drybulk vessels that range in size from approximately 50,000 to
65,000 dwt. These vessels have the cargo loading and unloading flexibility offered by their on-board cranes, while the cargo carrying capacity approaches
that of Panamax, which ranges in size between 65,000 and 100,000 dwt but which require onshore facilities to load and offload their cargoes. We believe
that the cargo handling flexibility and cargo carrying capacity of the Supramax/Ultramax class makes it the preferred type of ship attractive to potential
charterers. As of December 31, 2020, all of our owned vessels range in size between 50,000 and 64,000 dwt.
The supply of drybulk vessels depends primarily on the size of the orderbook and the scrapping of older or less efficient vessels. During 2020,
approximately 486 newbuilding vessels were delivered to industry participants, and 143 vessels were scrapped, resulting in 3.7% net growth in the drybulk
fleet on a DWT-adjusted basis, as compared to 4.0% for 2019.
77
The typical trading life of a Supramax/Ultramax vessel is approximately 25 years. As of December 2020, 10% of the world's drybulk fleet (by
vessel count) was 20 years or older.
Fleet Growth for 2021 is expected to continue at moderate to low levels of 2.6% for the drybulk fleet and 2.2% for Supramax/Ultramax vessels. The
orderbook as of February 2021 stands at approximately 5.8% of the total drybulk fleet, with the orderbook for the Supramax/Ultramax segment at 5.3% of
the on-the-water fleet, with both figures representing the smallest orderbook in approximately 30 years. The IMF is currently forecasting worldwide GDP
growth at 5.5% for 2021, as the global economy recovers from the COVID-19 pandemic. This represents the strongest growth since 2010, when the
economy was recovering from the 2009 recession. Drybulk trade, which tends to be correlated to global GDP, is expected to grow by approximately 3.7%
in 2021, driven by a rebound in iron ore, and continued strong growth in bauxite, along with modest increases in coal, grain, and other minor bulk
commodities.
Critical Accounting Policies and Estimates
The discussion and analysis of our financial condition and results of operations is based upon our consolidated financial statements, which have been
prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP” or “GAAP”). The preparation of the financial
statements requires us to make estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses and related
disclosure of contingent assets and liabilities at the date of our financial statements. Actual results may differ from these estimates under different
assumptions and conditions.
Critical accounting policies are those that reflect significant judgments of uncertainties and potentially result in materially different results under
different assumptions and conditions. We have described below what we believe are our most critical accounting policies, because they generally involve a
comparatively higher degree of judgment in their application. For a description of all our accounting policies, see Note 2 Significant Accounting Policies to
our consolidated financial statements included herein.
Revenue Recognition
Revenues are generated from time charters and voyage charters. Time charter revenues are recognized on a straight-line basis over the term of the
respective time charter agreements as service is provided. Voyage revenues for cargo transportation are recognized ratably over the estimated relative
transit time of each voyage. Voyage revenue is deemed to commence upon the commencement of loading of the charterer's cargo and is deemed to end
upon the completion of discharge of the cargo, provided the charter rate is fixed and determinable, and collectability is reasonably assured. The costs
incurred during the period prior to commencement of loading the cargo, primarily bunkers, are deferred as they represent setup costs and recorded as a
current asset and are amortized on a straight-line basis as the related performance obligations are satisfied.
We adopted ASC 606 as of January 1, 2018 utilizing the modified retrospective method of transition. We recorded an adjustment of approximately
$0.8 million to increase our opening accumulated deficit and increase our unearned revenue and Other current assets on our Consolidated Balance Sheet on
January 1, 2018.
Revenue is based on contracted charter parties, including spot-market related time charters for which rates fluctuate based on changes in the spot
market. However, there is always the possibility of dispute over terms and payment of hires and freights. In particular, disagreements may arise as to the
responsibility for third party costs incurred by the customer and revenue due to us as a result. Additionally, there are certain performance parameters
included in contracted charter parties, which if not met, can result in customer claims.
On January 1, 2020, the Company adopted ASC 2016-13, "Financial Instruments - Credit Losses" ("ASC 326"). The Company maintains an
allowance for credit losses for expected uncollectible account receivable, which is recorded as an offset to accounts receivable and changes in such are
classified as voyage expense in the Consolidated Statements of Operations for the years ended December 31, 2020 and 2019. Upon adoption of ASC 326,
the Company assessed collectability by reviewing accounts receivable on a collective basis where similar
78
characteristics exist and on an individual basis when we identify specific customers with known disputes or collectability issues. In determining the amount
of the allowance for credit losses, the Company considered historical collectability based on past due status and made judgments about the creditworthiness
of customers based on ongoing credit evaluations. The Company also considered customer-specific information, current market conditions and reasonable
and supportable forecasts of future economic conditions to inform adjustments to historical loss data. For the year ended December 31, 2020, our
assessment considered business and market disruptions caused by COVID-19 and estimates of expected emerging credit and collectability trends. The
continued volatility in market conditions and evolving shifts in credit trends are difficult to predict causing variability and volatility that may have a
material impact on our allowance for credit losses in future periods.
Leases
We adopted Accounting Standards Update 2016-02, "Leases", ("ASC 842") on January 1, 2019 which resulted in the recognition of operating
lease right-of-use assets of $28.7 million and related lease liabilities for operating leases of $30.5 million in Total Assets and Total Liabilities, respectively,
on our Consolidated Balance Sheet on January 1, 2019. Please see Note 2 Significant Accounting Policies to our consolidated financial statements for
additional information. Prior to January 1, 2019, the Company recognized lease expense in accordance with then-existing U.S. GAAP (“prior GAAP”).
Because both ASC 842 and prior GAAP generally recognize operating lease expenses on a straight-line basis over the term of the lease arrangement and
the Company only has operating lease arrangements, there were no material differences between the timing and amount of lease expenses recognized under
the two accounting methodologies for the years ended December 31, 2020, 2019 and 2018.
Vessel Lives and Impairment
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.
In addition, the Company estimates the scrap rate to be $300 per lwt, to compute each vessel's residual value, which is based on the 15-year average scrap
value of steel.
The carrying values of the Company's vessels may not represent their fair market value at any point in time since the market prices of second-hand
vessels tend to fluctuate with changes in charter rates and the cost of new buildings. Historically, both charter rates and vessel values tend to be cyclical.
The volatility in dry bulk market is heavily impacted by growth rate and demand for commodities such as coal and iron ore in the world economy and
Chinese economy in particular. The COVID-19 outbreak negatively impacted the charter hire rates as well as our vessel values. We evaluate the carrying
amounts and periods over which long-lived assets are depreciated to determine if events have occurred which would require modification to their carrying
values or useful lives. In evaluating useful lives and carrying values of long-lived assets, we review certain indicators of potential impairment, such as
carrying value of the vessels lower than their fair market value, vessel sales, business plans and overall market conditions.
If indicators of impairment are present, we perform an analysis of the undiscounted projected net operating cash flows for each vessel and compare it to
the vessel’s carrying value. This assessment is made at the individual vessel level since we can separately identify cash flow information for each vessel. In
developing estimates of future cash flows, the Company must make assumptions about future charter rates, vessel operating expenses, and the estimated
remaining useful lives of the vessels. These assumptions are based on historical trends as well as future expectations. The Company annually reviews all
the assumptions that are used in the calculation of projected net operating cash flows. Specifically, we utilize the rates currently in effect for the duration of
their current charters. Based on our annual review of assumptions, for periods of time where our vessels are not fixed on charters, we utilized an estimated
daily time charter equivalent for our vessels’ unfixed days based on a historical average of the last fifteen years of one and three years’ time charter rates as
published by a third party excluding the hire rates for the years 2007 and 2008 as we believe that they are outliers and are not representative of expected
future rate environment in a typical shipping cycle. Historically, the Company utilized 25 year average of one and three year time charters for the unfixed
days of the remaining useful life in its impairment analysis. This is considered a change in accounting estimate and it was done primarily to closely align
with our peers and also based on our annual evaluation of assumptions used in the undiscounted projected net operating cash flows analysis, we believe that
the
79
15 year average is more representative of future rate environment for our vessels. The change in accounting estimate did not have any impact on the
impairment analysis and the consolidated financial statements.
The undiscounted projected net operating cash flows are determined by considering the future charter revenues from the existing charters for the
fixed fleet days and for the unfixed days, projected FFA rates up to 2022 and an estimated daily time charter equivalent over the estimated remaining life of
the vessel, assumed to be 25 years from the delivery of the vessel from the shipyard, reduced by commissions, expected outflows for vessels’ maintenance
and vessel operating expenses (including planned drydocking and special survey expenditures) and any planned capital expenditures such as scrubbers and
BWTS.
The Company evaluated if any impairment indicators existed as of December 31, 2020. Based on the evaluation, the Company determined that there
were impairment indicators for 40 vessels in the Company's fleet for which the average vessel prices based on vessel valuations received from third party
brokers were lower than their carrying values. The Company considered this to be an impairment indicator and performed an impairment test on the 40
vessels.
Of the inputs that the Company uses for its impairment analysis, future time charter rates are the most significant and most volatile. We utilize historical
averages as discussed above in our impairment tests due to the highly cyclical nature of the drybulk shipping industry. Our vessels range from very new to
seventeen years old, and we believe that utilizing rates over a long period of time incorporates numerous shipping cycles and reflects our strategy of
operating our vessels over a long time period, and in line with the overall useful economic life of our vessels. As disclosed elsewhere herein, we also
consider whether utilizing ten or five year averages would impact our impairment assessment. Our vessels remain fully utilized and have a relatively long
average remaining useful life of approximately 17 years in which to provide sufficient cash flows on an undiscounted basis to recover their carrying values
as of December 31, 2020. Management will continue to monitor developments in charter rates in our participatory markets with respect to the expectation
of future rates over an extended period.
A comparison of the average estimated daily time charter equivalent rate used in our impairment analysis with the average break even rate at
which the undiscounted cash flows for the 40 vessels for which impairment test was performed will be lower than their carrying value as of December 31,
2020 (“average break even rate”) for our vessels is presented below:
Vessel Class
Supramax/Ultramax
Average estimated daily time charter rate
used
$
11,504
Percentage decline from
average estimated daily
time charter rate used in impairment test at
which
point impairment would
be recorded
(29)%
For the purpose of presenting our investors with additional information to determine how the Company’s future results of operations may be impacted in
the event that daily time charter rates change from their current levels in future periods, we set forth in the table below analysis that shows the effect of the
utilization of 1 year, 3 year, 5 year and 10 year average blended rates would have on the Company’s impairment analysis:
1 year historical average
3 year historical average
5 year historical average
10 year historical average
Incremental
number of vessels
Potential Incremental
Impairment (in millions)
2 $
—
—
—
16.6
—
—
—
80
Management does not believe that a one year, a three year, and a five year historical average is reflective of the cyclical nature of the shipping business,
which tends to have cycles much longer than one, three or five years.
Based on our impairment analysis, we determined that as of December 31, 2020, the future cash flows expected to be earned by the 40 vessels on an
undiscounted basis would exceed their carrying value and therefore no impairment charges were recorded in the consolidated financial statements.
As of December 31, 2016, as part of our fleet renewal program, management considered it probable that we would divest some of our older
vessels as well as certain less efficient vessels from its fleet to achieve operating cost savings. Based on our projected undiscounted cash flows prior to sale,
factoring the probability of sale, such vessels were determined to be impaired, and written down to their current fair value as of December 31, 2016, which
was determined by obtaining broker quotes from two unaffiliated ship brokers. As a result, we recorded an impairment charge of $122.9 million in the
fourth quarter of 2016. The carrying value of these vessels prior to impairment was $234.9 million. In addition to the above, in 2015, we identified six
vessels as probable sales, and recognized an impairment charge in 2015 of $50.9 million. As the value of such vessels further declined in the first quarter of
2016, we recorded an additional impairment charge of $6.2 million in that quarter. Out of the six vessels initially identified in 2015, all vessels have been
sold as of December 31, 2020. Out of the sixteen vessels impaired in 2016, thirteen vessels have been sold as of December 31, 2020.
Although management believes that the assumptions used to evaluate potential impairment are reasonable and appropriate, such assumptions are highly
subjective. Charter rates may remain at depressed levels for some time, which could adversely affect our revenue and profitability, and future assessments
of vessel impairment. In the event that any future impairment were to occur, we would determine the fair value of the related asset and record a charge to
operations calculated by comparing the asset's carrying value to its estimated fair value. We estimate fair value primarily through the use of third party
valuations performed on an individual vessel basis. Such valuations are not necessarily the same as the amount any vessel may bring upon sale, which may
be more or less, and should not be relied upon as such.
The table set forth below indicates the carrying value of each of our vessels as of December 31, 2020 and 2019, which we believe, based on broker
quotes recently obtained, have a basic charter free market value below its carrying value. Please note that the carrying values of vessels sold during the year
2020 have been excluded from the table. Noted below the table is the aggregate difference between the carrying value and the basic market value, which
represents the approximate amount by which we believe we would have to reduce our net income if we sold all of such vessels, excluding commissions, as
of December 31, 2020, on industry standard terms, in cash transactions, and to a willing buyer where we are not under any compulsion to sell, and where
the buyer is not under any compulsion to buy. Additionally, given the current dynamic in the drybulk market, were we to sell a vessel, we might not be able
to realize proceeds consistent with the amounts disclosed below.
Drybulk Vessels
Bittern
Canary
Cape Town Eagle
Cardinal
Copenhagen Eagle
Crane
Crested Eagle
Crowned Eagle
Dublin Eagle
Egret Bulker
Dwt
57,809
57,809
63,707
55,362
63,495
57,809
55,989
55,940
63,549
57,809
Year
Purchased
2009
2009
2015
2004
2015
2010
2009
2008
2015
2010
Carrying Value*
as of December 31, 2020
Carrying Value*
as of December 31, 2019
$16.0 million *
$18.0 million *
$19.7 million
$6.7 million
$20.9 million
$18.7 million *
$18.7 million *
$17.2 million *
$20.8 million
$19.0 million *
$17.4 million *
$17.3 million *
$20.9 million *
$6.2 million
$20.1 million *
$18.5 million *
$19.8 million *
$18.9 million *
$20.0 million *
$18.2 million *
81
Fairfield Eagle
Gannet Bulker
Golden Eagle
Grebe Bulker
Greenwich Eagle
Groton Eagle
Hamburg Eagle
Hong Kong Eagle
Ibis Bulker
Imperial Eagle
Jaeger
Jay
Kingfisher
Madison Eagle
Martin
Mystic Eagle
New London Eagle
Nighthawk
Oriole
Owl
Petrel Bulker
Puffin Bulker
Roadrunner Bulker
Rowayton Eagle
Sandpiper Bulker
Santos Eagle
Shanghai Eagle
Singapore Eagle
Southport Eagle
Stamford Eagle
Stellar Eagle
Stonington Eagle
Sydney Eagle
Tern
Westport Eagle
63,301
57,809
55,989
57,809
63,301
63,301
63,334
63,472
57,809
55,989
52,483
57,809
57,809
63,301
57,809
63,301
63,140
57,809
57,809
57,809
57,809
57,809
57,809
63,301
57,809
63,537
63,438
63,386
63,301
61,530
55,989
63,301
63,529
50,209
63,344
2013
2010
2010
2010
2013
2013
2014
2016
2010
2010
2004
2010
2010
2013
2010
2013
2015
2011
2011
2011
2011
2011
2011
2013
2011
2015
2016
2017
2013
2016
2009
2012
2015
2003
2015
$17.7 million *
$18.2 million *
$21.1 million *
$17.8 million *
$17.5 million *
$17.4 million *
$21.9 million *
$21.7 million *
$17.8 million *
$20.9 million *
$5.8 million
$17.9 million *
$18.3 million *
$17.8 million *
$18.2 million *
$17.4 million *
$21.8 million *
$18.8 million *
$18.6 million *
$18.8 million *
$18.7 million *
$18.7 million *
$18.8 million *
$17.6 million *
$18.7 million *
$20.1 million *
$21.7 million *
$18.9 million
$17.6 million *
$16.3 million
$19.8 million *
$17.8 million *
$20.1 million *
$5.0 million
$18.0 million *
$15.9 million
$19.1 million *
$22.1 million *
$18.5 million *
$15.8 million
$18.0 million
$22.5 million *
$19.9 million
$18.7 million *
$22.0 million *
$5.7 million
$18.8 million *
$16.4 million *
$16.0 million
$16.5 million *
$18.0 million
$22.5 million *
$19.7 million *
$19.5 million *
$19.6 million *
$19.5 million *
$19.6 million *
$19.7 million *
$18.2 million
$19.6 million *
$20.9 million
$20.0 million
$17.3 million
$18.1 million
$17.0 million
$20.8 million *
$17.9 million
$20.9 million
$5.4 million
$15.8 million
*Indicates drybulk carriers for which we believe, as of December 31, 2020 and 2019, the basic charter-free market value is lower than the vessel’s
carrying value. We believe that the aggregate carrying value of these vessels exceed their December 31, 2020 and 2019 aggregate basic charter-free market
value by approximately $223.7 million and $136.0 million, respectively.
82
Deferred Drydock Cost
There are two methods that are used by the shipping industry to account for drydockings: (a) the deferral method where drydock costs are deferred when
incurred and amortized over the period to the next scheduled drydock; and (b) expensing drydocking costs in the period it is incurred. We use the deferral
method of accounting for drydock expenses. Under the deferral method, drydock expenses are deferred and amortized on a straight-line basis until the next
drydock, which we estimate to be a period of two and a half to five years. We believe the deferral method better matches costs with revenue than expensing
the costs as incurred. We use judgment when estimating the period between drydock performed, which can result in adjustments to the estimated
amortization of drydock expense. If the vessel is disposed of before the next drydock, the remaining balance in deferred drydock is written-off to the gain
or loss upon disposal of vessels in the period when contracted. We expect that our vessels will be required to be drydocked approximately every 60 months
for vessels younger than 15 years and 30 months for vessels older 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. During
drydocking, we capitalize into the cost basis of the vessel any expenditures that add economic life to the vessel, increase the vessel’s earnings capacity or
improve the vessel’s efficiency. Expenditures for normal maintenance and repairs, whether incurred as part of the drydocking or not, are expensed as
incurred. Unamortized drydocking costs are written off as drydocking expense if the vessels are drydocked earlier than the applicable amortization period.
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.
Vessel acquisition
Where we identify any intangible assets or liabilities associated with the acquisition of a vessel, we record all identified tangible and intangible assets or
liabilities at fair value. Fair value is determined by reference to market data and the amount of expected future cash flows. We value any asset or liability
arising from the market value of the time charters assumed when an acquired vessel is delivered to us.
Where we have assumed an existing charter obligation or enter into a time charter with the existing charterer in connection with the purchase of a vessel
at charter rates that are less than market charter rates, we record a liability in fair value below contract value of time charters acquired based on the
difference between the assumed charter rate and the market charter rate for an equivalent vessel. Conversely, where we assume an existing charter
obligation or enter into a time charter with the existing charterer in connection with the purchase of a vessel at charter rates that are above market charter
rates, we record an asset in fair value above contract value of time charters acquired, based on the difference between the market charter rate and the
contracted charter rate for an equivalent vessel. This determination is made at the time the vessel is delivered to us, and such assets and liabilities are
amortized to revenue over the remaining period of the charter. The determination of the fair value of acquired assets and assumed liabilities requires us to
make significant assumptions and estimates of many variables including market charter rates, expected future charter rates, future vessel operation
expenses, the level of utilization of our vessels and our weighted average cost of capital. The use of different assumptions could result in a material change
in the fair value of these items, which could have a material impact on our financial position and results of operations. In the event that the market charter
rates relating to the acquired vessels are lower than the contracted charter rates at the time of their respective deliveries to us, our net earnings for the
remainder of the terms of the charters may be adversely affected although our cash flows will not be affected.
Results of operations for years ended December 31, 2020 and 2019
This section of this Form 10-K generally discusses 2020 and 2019 results and year-to-year comparisons between 2020 and 2019. A discussion of
2019 results of operations compared to 2018 has been omitted from this Form 10-K, but may be found in “Part II, Item 7 Management’s Discussion and
Analysis of Financial Condition and Results of Operations” of our Form 10-K for the year ended December 31, 2019, filed with the SEC on March 12,
2020.
83
Factors Affecting our Results of Operations
The following tables represent the operating data and certain financial statement data for the years ended December 31, 2020 and 2019 on a consolidated
basis.
We believe that the important measures for analyzing future trends in our results of operations consist of the following:
Ownership Days
Chartered-in Days
Available Days
Operating Days
Fleet Utilization
December 31, 2020
December 31, 2019
For the Years Ended
18,065
2,179
19,612
19,450
99.2%
16,945
3,583
19,214
19,058
99.2%
• 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: We define 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 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 11 vessels in 2020
and one vessel was undergoing drydock as of December 31, 2020 and 11 vessels in 2019.
• 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.
Time Charter and Voyage Revenue
Shipping revenues are highly sensitive to patterns of supply and demand for vessels of the size and design configurations owned and operated by a
company and the trades in which those vessels operate. In the drybulk sector of the shipping industry, rates for the transportation of drybulk cargoes such as
ores, grains, steel, fertilizers, and similar commodities, are determined by market forces such as the supply and demand for such commodities, the distance
that cargoes must be transported, and the number of vessels available or expected to be available at the time such cargoes need to be transported. The
demand for shipments is significantly affected by the state of the global economy and in discrete geographical areas. The number of vessels is affected by
newbuilding deliveries and by the removal of existing vessels from service, principally due to scrapping.
84
The mix of charters between voyage charters and time charters also affects revenues. Because the mix between voyage charters and time charters
significantly affects shipping revenues and voyage expenses, vessel revenues are benchmarked based on net charter hire income. Net charter hire income
comprises revenue from vessels operating on time charters, and voyage revenue less voyage expenses from vessels operating on voyage charters in the spot
market and charter hire expenses. Net charter hire income serves as a measure of analyzing fluctuations between financial periods and as a method of
equating revenue generated from a voyage charter to time charter revenue.
The following table represents the reconciliation of Net charter hire income, a non-GAAP measure, for the years ended December 31, 2020 and 2019.
Revenues, net
Less:
Voyage Expenses
Charter hire expenses
Net charter hire income
% of Net charter hire from
Time charters
Voyage charters
For the Years Ended
December 31, 2020
December 31, 2019
275,133,547
$
292,377,638
89,548,796
21,280,224
164,304,527
$
87,701,407
42,168,642
162,507,589
$
$
52 %
48 %
61 %
39 %
Our economic decisions are primarily based on anticipated net charter hire rates and we evaluate financial performance based on net charter rates
achieved. Our revenues are driven primarily by the number of vessels in our fleet, the number of days during which our vessels operate and the net charter
hire that our vessels earn under charters, which, in turn, are affected by a number of factors, including:
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 drybulk shipping industry; and
other factors affecting spot market charter rates for drybulk carriers.
Our revenues for the years ended December 31, 2020 and 2019 were earned from time and voyage charters. We did not have any vessels employed in
commercial pools for the years ended December 31, 2020 and 2019. As is common in the shipping industry, we pay commissions ranging from 1.25% to
5.00% of the total daily charter hire rate of each charter to unaffiliated ship brokers and in-house brokers associated with the charterers, depending on the
number of brokers involved with arranging the charter. We record such broker commissions as voyage expenses.
Revenues, net for the year ended December 31, 2020 were $275.1 million, a decrease of 6% compared to the prior year ended December 31, 2019
primarily due to a decline in fuel prices which impacted our revenue from voyage charters where the freight rate earned per metric ton of cargo is based on
the fuel expense expected to be incurred partly offset by an increase in the available days. The available days increased year over year because the scrubber
installations were completed in April 2020. The available days including chartered-in days for the year ended December 31, 2020 were 19,612 as compared
to 19,214 for the year ended December 31, 2019.
85
Voyage expenses
To the extent that we employ our vessels on voyage charters, we incur expenses that include but are not limited to bunkers, port charges and canal tolls,
as these expenses are borne by the vessel owner on voyage charters. Bunkers, port charges, and canal toll expenses primarily increase in periods during
which more vessels are employed on voyage charters.
Voyage expenses for the year ended December 31, 2020 were $89.5 million, compared with $87.7 million for the year ended December 31, 2019.
Voyage expenses have primarily increased due to an increase in port expenses and hold cleaning expenses due to an increase in the voyage charter business
offset by a decrease in bunker prices in the current year compared to the prior year.
Vessel operating expenses
Vessel operating expenses include expenses relating to crewing costs, vessel operations, general vessel maintenance, regulatory and classification society
compliance, repairs, stores, supplies, spare parts, and technical consultants.
Vessel operating expenses for the year ended December 31, 2020 were $86.5 million, which represents an increase of $4.2 million, compared with $82.3
million for the year ended December 31, 2019. The increase in vessel expenses is attributable to an increase in ownership days after the purchase of six
Ultramax vessels in the second half of 2019, offset by the sale of two vessels Thrasher and Kestrel in the second half of 2019 and sale of five vessels
(Goldeneye, Skua, Osprey I, Hawk I, and Shrike) in the later half of 2020. Additionally, the Company incurred $1.0 million in additional costs relating to
COVID-19 for procurement of personal protective equipment, test kits and crew changes. The ownership days for the year ended December 31, 2020 were
18,065 compared to 16,945 for the prior year ended December 31, 2019.
We believe daily vessel expenses are a good measure for comparative purposes over a 12-month period in order to take into account all of the
expenses that each vessel in our fleet will incur over a full year of operation.
Average daily vessel expenses for our fleet for the year ended December 31, 2020 were $4,790 as compared to $4,859 for the year ended December 31,
2019.
Insurance expense varies with overall insurance market conditions as well as the insured's loss record, level of insurance and desired coverage. The main
insurance expenses include hull and machinery insurance (i.e. asset insurance) costs, loss of hire insurance, Protection, and Indemnity ("P&I") insurance
(i.e. liability insurance) costs. Certain other insurances, such as basic war risk premiums based on voyages into designated war risk areas are often for the
account of the charterers for time charter voyages and on owners’ account for voyage charters.
Our vessel expenses, which generally represent costs under the vessel operating budgets, cost of insurance and vessel registry and other regulatory fees,
will increase with the enlargement of our fleet. Other factors beyond our control, some of which may affect the shipping industry in general, may also cause
these expenses to increase, including, for instance, developments relating to market prices for crew, insurance, lubricants, and supplies.
Charter hire expense
Charter hire expenses for the year ended December 31, 2020 were $21.3 million compared to $42.2 million for the year ended December 31, 2019. The
decrease in charter hire expenses in 2020 compared with 2019 was mainly due to a decrease in charter-in days as well as a decrease in charter hire rates due
to COVID-19. The chartered-in days for 2020 were 2,179 compared to 3,583 in 2019. The Company chartered in three vessels on a long term basis for the
years ended December 31, 2020 and 2019.
86
Depreciation and amortization
We depreciate the cost of our vessels on a straight-line basis over the expected useful life of each vessel. Depreciation is based on the cost of the vessel
less its estimated residual value. We estimate the useful life of our vessels to be 25 years from the date of initial delivery from the shipyard to the original
owner. We estimate the scrap rate to be $300/lwt to compute each vessel's residual value.
Depreciation and amortization expenses for the years ended December 31, 2020 and 2019 were $50.2 million and $40.5 million, respectively. The
increase in depreciation expense is due to an increase in the cost base of our owned fleet due to the capitalization of scrubbers and BWTS on our vessels,
and the acquisition of six Ultramax vessels in the second half of 2019, offset by the sale of two vessels in 2019 and five vessels in the third and fourth
quarter of 2020. The increase in drydock amortization is due to the completion of eleven additional drydocks since the end of 2019. Total depreciation and
amortization expenses for the year ended December 31, 2020 includes $42.8 million of depreciation and $7.4 million of deferred drydocking amortization.
Total depreciation and amortization expenses for the year ended December 31, 2019 includes $34.3 million of depreciation and $6.2 million of amortization
of deferred drydocking costs.
Drydocking relates to our regularly scheduled maintenance program necessary to preserve the quality of our vessels as well as to comply with
international shipping standards and environmental laws and regulations. Management anticipates that vessels are to be drydocked every two and a half
years for vessels older than 15 years and every five years for vessels younger than 15 years, accordingly, these expenses are deferred and amortized over
that period.
General and administrative expenses
Our general and administrative expenses include legal, professional expenses, recurring administrative and other expenses including payroll and
expenses relating to our executive officers and office staff, office rent, directors fees, and directors and officers insurance. General and administrative
expenses also include stock-based compensation expenses.
General and administrative expenses for the years ended December 31, 2020 and 2019 were $31.5 million and $35.0 million, respectively. The decrease
in general and administrative expenses in 2020 was primarily due to a decrease in stock-based compensation expense. The general and administrative
expenses excluding stock-based compensation expense are lower compared to the prior year primarily due to decreases in corporate travel and office
expenses due to COVID-19.
General and administrative expenses include stock-based compensation charges of $3.0 million and $4.8 million, respectively, for the years ended
December 31, 2020 and 2019. These stock-based compensation charges relate to the stock options and restricted stock units granted to certain members of
management, employees, and certain directors of the Company under the 2016 Plan. Please see Note 10 Stock Incentive Plans to the consolidated financial
statements.
Operating lease impairment
During the second quarter of 2020, the Company determined that there were impairment indicators present for one of our chartered-in vessel
contracts and, as a result, we recorded an operating lease impairment of $0.4 million in the second quarter of 2020. The operating lease impairment was
included as a component of operating (loss)/income in our Consolidated Statement of Operations for the year ended December 31, 2020.
Loss/(gain) on sale of vessels
For the years ended December 31, 2020 and 2019, the Company recorded a loss of $0.5 million and a gain of $6.0 million, respectively. The loss
for the year ended December 31, 2020, includes a loss on sale of five vessels
87
Goldeneye, Shrike, Skua, Osprey I and Hawk I. The gain for the year ended December 31, 2019 includes a gain of $6.0 million, in connection with the
sales of the vessels Condor, Merlin, Thrasher, and Kestrel.
Interest and Finance Costs
Interest expense consisted of:
Amortization of debt discount and debt issuance costs
Convertible Bond Debt interest
Original Ultraco Debt Facility interest
Norwegian Bond Debt interest
New Ultraco Debt Facility interest
Super Senior Facility interest
New First Lien Facility interest
Commitment fees on revolving credit facilities
Total interest expense
For the Years Ended
December 31, 2020
December 31, 2019
$
$
6,272,309 $
5,737,650
—
15,298,250
7,612,342
215,804
—
256,268
35,392,623 $
3,783,939
2,377,550
362,257
15,930,750
7,172,442
—
293,545
657,006
30,577,489
For the year ended December 31, 2020, the interest rate on the Convertible Bond Debt was 5.00%. The weighted average effective interest rate
including the amortization of debt discount and debt issuance costs for the year was 10.14%.
For the year ended December 31, 2020, the interest rate on the New Ultraco Debt Facility ranged from 2.73% to 4.68% including a margin over
LIBOR applicable under the terms of the New Ultraco Debt Facility and commitment fees of 40% of the margin on the undrawn portion of the revolver
credit facility of the New Ultraco Debt Facility. The weighted average effective interest rate including the amortization of debt discount and debt issuance
costs for the year was 3.98%.
For the year ended December 31, 2020, the interest rate on the Norwegian Bond Debt was 8.25%. The weighted average effective interest rate including
the amortization of debt discount and debt issuance costs for the year was 8.75%.
For the year ended December 31, 2020, the interest rate on our outstanding debt under the Super Senior Facility ranged between 2.24% and
2.89%. The weighted average effective interest rate including the amortization of debt issuance costs for the year was 3.00%. Additionally, we pay
commitment fees of 40% of the margin on the undrawn portion of the Super Senior Revolver Facility.
Forward freight agreements
The Company trades in FFAs and bunkers swaps, with the objective of utilizing this market as economic hedging instruments that reduce the risk to the
changes in the freight market. The Company’s FFAs and bunker swaps have not qualified for hedge accounting treatment. As such, unrealized and realized
gains are recognized as a component of other expense in the Consolidated Statements of Operations.
For our bunker swaps, the Company may enter into master netting, collateral, and offset agreements with counterparties. As of December 31,
2020, the Company has International Swaps and Derivatives Association ("ISDA") agreements with two applicable banks and financial institutions which
contain netting provisions. In addition to a master agreement with the Company supported by a primary parent guarantee on either side, the Company also
has associated credit support agreements in place with the two counterparties which, among other
88
things, provide the circumstances under which either party is required to post eligible collateral, when the market value of transactions covered by these
agreements exceeds specified thresholds. The Company does not anticipate non-performance by any of the counterparties. As of December 31, 2020, no
collateral had been received or pledged related to these bunker swaps.
The effect of non-designated derivative instruments on the Consolidated Statements of Operations is as follows:
Derivatives not designated
as hedging instruments
FFAs - realized loss/(gain)
FFAs - unrealized loss
Bunker swaps - realized (gain)/loss
Bunker swaps - unrealized gain
Total
Derivatives not designated
as hedging instruments
FFAs - Unrealized gain
Bunker Swaps - Unrealized loss
Bunker Swaps - Unrealized gain
Cash Collateral Disclosures
Location of (gain)/loss
recognized
Realized and unrealized loss/(gain) on
derivative instruments, net
Realized and unrealized loss/(gain) on
derivative instruments, net
Realized and unrealized loss/(gain) on
derivative instruments, net
Realized and unrealized loss/(gain) on
derivative instruments, net
Balance Sheet location
Other current assets
Fair value of derivatives
Other current assets
$
$
$
For the Years Ended
December 31, 2020
December 31, 2019
3,822,049
$
711,708
(8,347,947)
(1,012,584)
(4,826,774)
$
(402,129)
292,527
528,361
(269,127)
149,632
December 31, 2020
December 31, 2019
$
—
—
352,399
475,650
756,229
96,043
The Company does not offset fair value amounts recognized for derivatives by the right to reclaim cash collateral or the obligation to return cash
collateral. The amount of collateral to be posted is defined in the terms of respective master agreement executed with counterparties or exchanges and is
required when agreed upon threshold limits are exceeded. As of December 31, 2020 and December 31, 2019, the Company posted cash collateral related to
derivative instruments under its collateral security arrangements of $0.1 million and $0.6 million, respectively, which is recorded within Other current
assets in the consolidated balance sheets.
Effects of Inflation
The Company does not believe that inflation has had or is likely, in the near future, to have a significant impact on vessel operating expenses, drydocking
expenses and general and administrative expenses.
89
Liquidity and Capital Resources
The following table presents the cash flow information for the years ended December 31, 2020 and 2019:
(in thousands of U.S. dollars)
Net cash provided by operating activities
Net cash used in investing activities
Net cash provided by financing activities
Increase/(decrease) in cash and cash equivalents
Cash, cash equivalents including restricted cash, beginning of year
Cash and cash equivalents including restricted cash, end of year
For the Years Ended
December 31, 2020
December 31, 2019
12,595 $
(5,492)
22,615
29,718
59,130
88,849 $
21,686
(168,619)
127,899
(19,034)
78,164
59,130
$
$
Net cash provided by operating activities for the year ended December 31, 2020 was $12.6 million, compared with $21.7 million in 2019. The
decrease in cash flows provided by operating activities resulted primarily from increase in drydock expenditures, payments related to bunkers in the first
quarter of 2020 relating to prior year bunker liftings in advance of IMO 2020 regulations partly offset by decline in fuel prices resulting in decrease in the
value of our bunker inventory year over year.
Net cash used in investing activities for the year ended December 31, 2020 was $5.5 million, compared to $168.6 million in the prior year. During 2020,
the Company paid $28.4 million for the purchase and installation of scrubbers and ballast water treatment systems on our fleet. Additionally, the Company
paid advances on two Ultramax vessels of $3.3 million and paid $1.0 million towards vessel improvements. This use of cash was partially offset by the
proceeds from the sale of five vessels for $23.2 million and $3.9 million of insurance proceeds received on hull and machinery claims.
Net cash provided by financing activities for the year ended December 31, 2020 was $22.6 million, compared to $127.9 million in the prior year ended
December 31, 2019. During 2020, the Company received $55.0 million in proceeds from the revolver loan under the New Ultraco Debt Facility, $22.6
million from the New Ultraco Debt Facility, $15.0 million from the revolver loan under the Super Senior Facility, and $23.5 million in proceeds, net of
issuance costs from the Equity Offerings in December 2020. The Company repaid $28.7 million of the term loan, $55.0 million of the revolver loan under
the New Ultraco Debt Facility, and $8.0 million of the Norwegian Bond Debt. Additionally, the Company paid $1.2 million to settle net share equity
awards, and $0.4 million as financing costs to the lenders of the New Ultraco Debt Facility.
As of December 31, 2020, our cash and cash equivalents balance was $69.9 million compared to a cash and cash equivalents balance of $53.6
million at December 31, 2019. In addition, our restricted cash balance at December 31, 2020 was $18.9 million which includes $18.8 million in net
proceeds from the sale of vessels and $0.1 million for collateralizing letters of credit relating to our office leases. As of December 31, 2019, our restricted
cash balance was $5.5 million which includes $5.4 million in proceeds from the sale of vessels and $0.1 million for collateralizing letters of credit relating
to our office leases.
At December 31, 2020, the Company’s debt, net of $23.4 million debt discount and debt issuance costs totaled $452.2 million of which $39.2 million is
shown in the current portion of long-term debt and $412.9 million in noncurrent liabilities.
In addition, as of December 31, 2020, we had $55.0 million in undrawn revolver facilities available under the New Ultraco Debt Facility.
90
The ongoing COVID-19 pandemic resulted in the decline in charter hire rates, which impacted our revenues and cash flow from operations in the
first half of 2020. As mentioned above, the total cash provided by operations for the year ended December 31, 2020 was $12.6 million. Although the cash
used in operations for the first six months of 2020 was $15.2 million, the charter hire rates have rebounded during the second half of 2020, the Company
generated positive operating cash flows of $27.8 million. Looking forward into the first quarter of 2021, the charter hire rates have rebounded with the rates
achieved so far higher than fourth quarter of 2020. The Company borrowed additional debt of $22.6 million under the New Ultraco Debt Facility by adding
two vessels to the debt collateral package, which were previously unlevered. The Company also borrowed $70.0 million by fully drawing on its existing
revolving credit facilities under the New Ultraco Debt Facility and Super Senior Facility in second quarter of 2020 of which the Company repaid $55.0
million in December 2020. Additionally, the Company concluded two concurrent Equity Offerings in December 2020 and raised an aggregate amount of
$23.5 million. The proceeds were used for the purchase of two Ultramax vessels and for general corporate purposes. The Company applied and received
extensions for BWTS installation on 18 of our vessels, which allowed us to postpone our capital expenditure outlays for up to one year or more.
Additionally, the Company cancelled the BWTS installation orders of three of the oldest vessels.
Our principal sources of funds are operating cash flows, long-term bank borrowings and borrowings under our revolving credit facilities. Our principal
use of funds is capital expenditures to establish and grow our fleet, maintain the quality of our vessels, comply with international shipping standards and
environmental laws and regulations, fund working capital requirements and repayments of interest and principal on our outstanding loan facilities.
We believe that our current financial resources, together with the undrawn revolver under the New Ultraco Debt Facility and cash generated from
operations will be sufficient to meet our ongoing business needs and other obligations over the next twelve months. Our ability to generate sufficient cash
depends on many factors beyond our control including, among other things, general charter rate environment.
Dividends
The Company did not make any dividend payments in 2020 or 2019. In the future, the declaration and payment of dividends, if any, will always be
subject to the discretion of the board of directors, restrictions contained in the Company’s debt facilities, and the requirements of Marshall Islands law. The
timing and amount of any dividends declared will depend on, among other things, the Company's earnings, financial condition and cash requirements and
availability, the ability to obtain debt and equity financing on acceptable terms as contemplated by the Company's growth strategy, the terms of its
outstanding indebtedness and the ability of the Company's subsidiaries to distribute funds to it. The Company does not currently expect to pay dividends in
the near term.
Debt Agreements
Refer to Note 6 Debt to our consolidated financial statements above for a summary of our credit agreements.
Contractual Obligations
The following table sets forth our expected contractual obligations and their maturity dates as of December 31, 2020:
91
Contractual Obligation
(in thousands of dollars)
(1)
Bank Loans
Office leases
Charter hire obligations
Interest and borrowing fees
Norwegian Bond Debt
Super Senior Facility
Convertible Bond Debt
Vessel acquisitions
BWTS
(2)
(5)
(4)
(3)
Total
Payment Due by Period
2021
2022-2023
2024-2025
Total
$
$
31,244 $
733
6,983
25,542
8,000
—
—
46,900
8,194
127,596 $
62,489 $
728
—
32,650
172,000
15,000
—
—
876
283,743 $
72,697 $
—
—
6,776
—
—
114,120
—
—
193,593 $
166,430
1,461
6,983
64,968
180,000
15,000
114,120
46,900
9,070
604,932
(1)
(2)
(3)
(4)
(5)
The debt payments represent the amortization payments due to be paid under New Ultraco Debt Facility.
Includes charter hire obligations on three chartered-in vessels with daily charter rates between $11,600 and $12,800. Please see Note 2 Significant
Accounting Policies to the consolidated financial statements. It does not include charter hire obligation on a chartered-in vessel which will be delivered
in the second quarter of 2021.
Interest is based on LIBOR assumption of 0.24% for Super Senior Facility. Interest is based on a fixed LIBOR rate of approximately 0.58% for the
New Ultraco Debt Facility. Interest rate is fixed at 8.25% for the Norwegian Bond Debt and 5% for the Convertible Bond debt.
This amount represents the total amount of Convertible Bond Debt that would be paid in cash at the election of the Company upon maturity.
During the fourth quarter of 2020, the Company entered into a series of memorandum of agreements to purchase three high specification scrubber-fitted
Ultramax bulkcarriers for a total purchase price of $50.2 million excluding direct expenses of acquisition. As of December 31, 2020, the Company paid
$3.3 million as advance on purchase of two of the above mentioned vessels. The Company took delivery of the vessels during the first quarter of 2021.
The table excludes vessel acquisitions where the memorandum of agreement was signed after December 31, 2020. Please refer to Note 12 Subsequent
events to our consolidated financial statements for further information on these vessel acquisitions.
Capital Expenditures
Our capital expenditures relate to the purchase of vessels and capital improvements to our vessels, which are expected to enhance the revenue
earning capabilities and compliance with new regulations.
In addition to acquisitions that we may undertake in future periods, the Company's other major capital expenditures include funding the Company's
program of regularly scheduled drydocking and vessel improvements necessary to comply with international shipping standards and environmental laws
and regulations. Although the Company has some flexibility regarding the timing of its drydocking, the costs are relatively predictable. In accordance to the
statutory requirements, management anticipates that vessels are to be drydocked every five years for vessels younger than 15 years and two and a half years
for vessels older than 15 years. Funding of these requirements is anticipated to be met with cash from operations. We anticipate that the process of
recertification will require us to reposition these vessels from a discharge port to shipyard facilities, which will reduce our available days and operating
days during that period.
During the third quarter of 2018, the Company entered into a contract for installation of BWTS on 39 of our owned vessels. The projected costs,
including installation, are approximately $0.5 million per BWTS. The Company intends to complete the installation during scheduled drydockings. The
Company completed installation of BWTS on 15 vessels and recorded $7.1 million in vessels and vessel improvements in the Consolidated Balance
92
Sheet as of December 31, 2020. Additionally, the Company recorded $2.3 million as advances paid towards installation of BWTS as a noncurrent asset in
its Consolidated Balance Sheet as of December 31, 2020. During the second quarter of 2020, the Company applied for and received extensions from the
USCG of up to one year from their deadline for BWTS installation on 18 of our vessels. Additionally, the Company cancelled the BWTS installation orders
on three of its oldest vessels.
During the third quarter of 2018, the Company entered into a series of agreements to purchase up to 37 scrubbers which were fitted on the
Company's vessels. The actual costs, including installation, were approximately $2.4 million per scrubber. During the second quarter of 2020, the Company
completed and commissioned all 37 scrubbers and recorded $88.9 million in vessels and vessel improvements in the Consolidated Balance Sheet as of
December 31, 2020.
Drydocking costs incurred are deferred and amortized to expense on a straight-line basis over the period through the date of the next scheduled
drydocking for those vessels. In 2020, 11 of our vessels were drydocked and one vessel was undergoing drydock as of December 31, 2020 and we incurred
$14.3 million in drydocking related costs. In 2019, 11 of our vessels were drydocked and we incurred $11.9 million in drydocking related costs.
The following table represents certain information about the estimated costs for anticipated vessel drydockings, BWTS, and scrubber installations in the
next four quarters, along with the anticipated off-hire days:
Quarter Ending
March 31, 2021
June 30, 2021
September 30, 2021
December 31, 2021
Projected Costs (in millions)
(1)
Off-hire Days
(2)
BWTS
Drydocks
Vessel Upgrades
(3)
$
165
135
202
212
1.0 $
2.3
3.0
2.0
4.4 $
2.7
6.1
4.4
—
0.2
1.0
1.0
(1)
(2)
Actual costs will vary based on various factors, including where the drydockings are actually performed.
Actual duration of off-hire days will vary based on the age and condition of the vessel, yard schedules and other factors.
(3)
Vessel upgrades represents capex relating to items such as high-spec low friction hull paint which improves fuel efficiency and reduces fuel costs, NeoPanama Canal
chock fittings enabling vessels to carry additional cargo through the new Panama Canal locks, as well as other retrofitted fuel-saving devices. Vessel upgrades are
discretionary in nature and evaluated on a business case-by-case basis.
Off-balance Sheet Arrangements
We do not have any off-balance sheet arrangements.
Other Contingencies
We refer you to Note 8 Commitment and Contingencies to our consolidated financial statements included in this Annual Report for a discussion of our
contingencies related to claim litigation. The potential impact from legal proceedings on our business, liquidity, results of operations, financial position and
cash flows, could change in the future.
93
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
Interest Rate Risk
The Company is exposed to market risk from changes in interest rates, which could impact its results of operations and financial condition. The
Company's objective is to manage the impact of interest rate changes on its earnings and cash flows. The Company expects to manage this exposure to
market risk through its regular operating and financing activities and, when deemed appropriate, using derivative financial instruments. The Company has
entered into, and in the future may enter into additional, interest rate swaps to manage net exposure to interest rate changes related to its borrowings and to
lower its overall borrowing costs. For example, On March 31, 2020, the Company entered into an interest rate swap agreement ("IRS") to effectively
convert a portion of its debt under the New Ultraco Debt Facility from a floating to a fixed-rate basis. The Company entered into two additional IRS
agreements during the second quarter of 2020 to convert the remaining portion of its outstanding debt under the New Ultraco Debt Facility excluding the
revolver facility. The IRS was designated and qualified as a cash flow hedge. The Company uses the IRS for the management of interest rate risk exposure,
as the IRS effectively converts a portion of the Company’s debt from a floating to a fixed rate. The IRS is an agreement between the Company and
counterparties to pay, in the future, a fixed-rate payment in exchange for the counterparties paying the Company a variable payment. The amount of the net
payment obligation is based on the notional amount of the IRS and the prevailing market interest rates. The Company may terminate the IRS prior to their
expiration dates, at which point a realized gain or loss would be recognized. The value of the Company’s commitment would increase or decrease based
primarily on the extent to which interest rates move against the rate fixed for each swap.
At December 31, 2020, the Company’s debt consisted of $180.0 million in senior secured bonds, net of $2.7 million debt discount and debt issuance
costs under the Norwegian Bond Debt, the revolver loan under the Super Senior Facility of $15.0 million, net of $0.1 million of debt discount and debt
issuance costs, $114.1 million in Convertible Bond Debt, net of $17.5 million debt discount and debt issuance costs under the Convertible Bond Debt and
$166.4 million, net of $3.1 million debt discount and debt issuance costs under the New Ultraco Debt Facility. In addition, we have $55.0 million in
undrawn revolver facilities available under the New Ultraco Debt Facility. The Norwegian Bond Debt carries a fixed interest rate of 8.25% and therefore
does not carry any exposure to interest rate increases. The Convertible Bond Debt carries a fixed interest rate of 5.00% and therefore does not carry any
exposure to interest rate increases. The interest rate on our outstanding term loan debt under the New Ultraco Debt Facility is fixed with an interest rate
swaps which was entered in the first and second quarters of 2020. Therefore the only outstanding debt which has any exposure to interest rate fluctuations
are our revolver facilities under the New Ultraco Debt Facility and Super Senior Revolver Facility, which carry an interest of margin plus LIBOR. Our total
cash interest expense for the year ended December 31, 2020 on our outstanding revolver loan under New Ultraco Debt Facility and Super Senior Revolver
Facility was $1.1 million and $0.2 million, respectively. The table below provides sensitivity analysis of changes in interest rates for an increase or decrease
of 100 basis points and an increase of 200 basis points and the increase in annual interest expense under each scenario if our revolver facilities are fully
drawn at $70.0 million.
+200 basis points
+100 basis points
-100 basis points
Incremental interest expense
For the year ended
December 31, 2020
For the year ended
December 31, 2019
$
1,400,000 $
700,000
(700,000)
1,400,000
700,000
(700,000)
For the year ended December 31, 2020, interest rates on the Norwegian Bond Debt were 8.25%. The weighted average effective interest rate
including amortization of debt discount and debt issuance costs for the year was 8.75%. The interest rates on the Super Senior Facility ranged from 2.24%
to 2.89% including commitment fees of 40% of the margin on the undrawn portion of the Super Senior Revolver Facility. The weighted average effective
interest rate including the amortization of debt issuance costs for the year was 3.00%. The interest rates on the New
94
Ultraco Debt Facility ranged from 2.73% to 4.68% including a margin over LIBOR applicable under the terms of the New Ultraco Debt Facility and
commitment fees of 40% of the margin on the undrawn portion of the revolver credit facility of the New Ultraco Debt Facility. The weighted average
effective interest rate including the amortization of debt discount and debt issuance costs for this period was 3.98%. The interest rates on the Convertible
Bond Debt were 5.00%. The weighted average effective interest rate including the amortization of debt discount and debt issuance costs for this period was
10.14%.
For information regarding our use of certain derivative instruments, including forward freight agreements, bunker swaps and interest rate swaps,
see Note 7 Derivative Instruments and Fair Value Measurements to the consolidated financial statements.
Foreign Currency and Exchange Rate Risk
The shipping industry in which the Company operates substantially transacts using the U.S. dollar. The Company generates all of its revenues in
U.S. dollars and the Company’s current exposure to currency fluctuations is not material. The majority of the Company's operating expenses are in U.S.
dollars. However, we incur some of our voyage expenses and vessel expenses in other currencies. The amount and frequency of some of these expenses
may fluctuate from period to period. Depreciation in the value of the U.S. dollar relative to other currencies will increase the U.S. dollar cost to us of
paying such expenses. There is currently no expectation that that there would be an increase in the business conducted in foreign currencies. In the future if
there is a substantial increase in our foreign currency transactions, our exposure could increase and we may seek to hedge against any currency
fluctuation.
Item 8. Financial Statements and Supplementary Data
The information required by this item is contained in the financial statements set forth in Item 15(a) under the caption "Consolidated Financial
Statements" as part of this Annual Report on Form 10-K.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
Disclosure Controls and Procedures
Our management, including our Chief Executive Officer and our Chief Financial Officer, has conducted an evaluation of the effectiveness of our
disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act as of the end of the period covered by
this Annual Report. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and
procedures were effective as of December 31, 2020. The Company’s disclosure controls and procedures are designed to provide reasonable assurance that
information required to be disclosed by the Company in the reports that it files or submits to the SEC under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in SEC rules and forms and that such information is accumulated and communicated to our
management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.
95
Management's Report on Internal Control Over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f)
and 15d-15(f) of the Exchange Act. The Company's internal control over financial reporting is a process designed by, or under the supervision of, the
Company's Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of the Company's financial statements for external reporting purposes in accordance with generally accepted accounting principles.
Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2020. In making this assessment,
management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-
Integrated Framework (2013). Based on management’s assessment and those criteria, management has concluded that the Company maintained effective
internal control over financial reporting as of December 31, 2020.
Our internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect transactions and dispositions of the Company's assets; provide reasonable assurance that transactions are recorded as necessary
to permit preparation of financial statements in accordance with generally accepted accounting principles, and that the Company's receipts and expenditures
are being made only in accordance with authorizations of management and the directors of the Company; and provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the financial
statements.
The effectiveness of the Company's internal control over financial reporting as of December 31, 2020 has been audited by Deloitte & Touche LLP, an
independent registered public accounting firm, as stated in their report which is included in Part IV. Item 15. Exhibits, Financial Statement Schedules under
the heading, “Report of Independent Registered Public Accounting Firm”.
Changes in Internal Control Over Financial Reporting
In addition, we evaluated our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act and there have
been no changes in our internal control over financial reporting that occurred during the fourth quarter of 2020 that materially affected, or are reasonably
likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information
None
96
PART III
Item 10. Directors, Executive Officers and Corporate Governance
Information regarding our directors, executive officers and certain corporate governance items will be included in the proxy statement for the 2021 annual
meeting of shareholders, to be filed within 120 days after December 31, 2020, and is incorporated by reference to this Form 10-K.
Item 11. Executive Compensation
Information regarding executive compensation will be included in the proxy statement for the 2021 annual meeting of shareholders, to be filed within 120
days after December 31, 2020, and is incorporated by reference to this Form 10-K.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
On October 15, 2014, the Company adopted the post-bankruptcy emergence Management Incentive Program, which provided for the distribution of
Company equity in the form of shares of Company common stock, and options, to the participating senior management and other employees of the
reorganized Company (the “2014 Plan”). There are no outstanding awards under 2014 Plan. There are 40,000 shares of common stock to be issued upon
exercise of outstanding options which were not granted under the 2014 Plan, but are subject to the terms of the 2014 Plan.
On December 15, 2016, the Company adopted the 2016 Equity Incentive Plan (the “2016 Plan”) which replaced the 2014 Plan. Under the terms of the
2016 Plan, a maximum of 1,121,229 shares may be issued. Any director, officer, employee or consultant of the Company or any of its subsidiaries
(including any prospective officer or employee) is eligible to be designated to participate in the 2016 Plan.
The following table sets forth certain information as of December 31, 2020 regarding the 2016 Plan. The 2016 Plan was approved by our shareholders on
December 15, 2016.
Plan Category
Equity compensation plans approved by security holders
Number of Securities to
be issued upon exercise
of outstanding options,
warrants and rights
(a)*
Weighted-average
exercise price of
outstanding options,
warrants and rights
(b)
Number of securities
remaining available for
future issuance under
equity compensation
plans(excluding securities
reflected in column (a))
(c)*
285,591 $
33.95
352,226
* The sum, combined with 483,412 restricted shares issued consists of 1,121,229 shares eligible to be granted under the 2016 Plan.
Information regarding beneficial ownership and management and related stockholder matters will be included in the proxy statement for the 2021 annual
meeting of shareholders, to be filed within 120 days after December 31, 2020, and is incorporated by reference to this Form 10-K.
97
Item 13. Certain Relationships and Related Transactions, and Director Independence
Information regarding certain relationships and related transactions and director independence will be included in the proxy statement for the 2021 annual
meeting of shareholders, to be filed within 120 days after December 31, 2020, and is incorporated by reference to this Form 10-K.
Item 14. Principal Accountant Fees and Services
Information regarding principal accounting fees and services will be included in the proxy statement for the 2021 annual meeting of shareholders, to be
filed within 120 days after December 31, 2020, and is incorporated by reference to this Form 10-K.
98
PART IV
Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Documents filed as part of this Annual Report on Form 10-K
1.
2.
Consolidated Financial Statements: See accompanying Index to Consolidated Financial Statements.
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.
(b) Exhibits
Number
3.1
3.2
3.3
4.1
4.2
4.3
4.4*
4.5
4.6
4.7*
4.8*
10.1#
10.2
Exhibit Title
Second Amended and Restated By-Laws of Eagle Bulk Shipping Inc., dated as of October 15, 2014, incorporated by reference to Exhibit
3.2 to the Report on Form 8-K of Eagle Bulk Shipping Inc., filed with the SEC on October 16, 2014; File No. 001-33831.
Third Amended and Restated Articles of Incorporation of Eagle Bulk Shipping Inc., dated as of August 4, 2016, incorporated by
reference to Exhibit 3.1 to the Report on Form 8-K of Eagle Bulk Shipping Inc., filed with the SEC on August 4, 2016; File No. 001-
33831.
Article of Amendment to Third Amended and Restated Articles of Incorporation of Eagle Bulk Shipping Inc., incorporated by reference
to Exhibit 3.1 to the Report on Form 8-K of Eagle Bulk Shipping Inc., filed with the SEC on September 14, 2020; File No. 001-33831.
Form of Specimen Stock Certificate of Eagle Bulk Shipping Inc., incorporated by reference to Exhibit 4.1 to the Report on Form 8-K of
Eagle Bulk Shipping Inc., filed with the SEC on October 16, 2014; File No. 001-33831.
Form of Specimen Warrant Certificate of Eagle Bulk Shipping Inc., incorporated by reference to Exhibit 4.2 to the Report on Form 8-K
of Eagle Bulk Shipping Inc., filed with the SEC on October 16, 2014; File No. 001-33831.
Amended and Restated Registration Rights Agreement, dated as of May 13, 2016, by and between Eagle Bulk Shipping Inc. and the
Holders party thereto, incorporated by reference to Exhibit 10.1 to the Report on Form 8-K of Eagle Bulk Shipping Inc., filed with the
SEC on May 17, 2016; File No. 001-33831.
Description of Securities.
Indenture, dated July 29, 2019, by and between Eagle Bulk Shipping Inc. and Deutsche Bank Trust Company Americas, as trustee
(incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed with the SEC on August 2, 2019).
Form of Note representing the Company's 5.00% Convertible Senior Notes due 2024 (included as Exhibit A to the Indenture filed as
Exhibit 4.1) (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed with the SEC on August 2,
2019).
Warrant of Eagle Bulk Shipping, Inc. issued on January 28, 2021 to Scorpio Bulkers, Inc.
Warrant of Eagle Bulk Shipping, Inc. issued on February 14, 2021 to Alterna Core Capital Assets Fund, L.P.
Eagle Bulk Shipping Inc. Amended and Restated 2016 Equity Incentive Plan (incorporated by reference to Appendix A of the
Company’s Definitive Proxy Statement on Schedule 14A (File No. 001-33831) filed with the SEC on April 25, 2019).
Loan Agreement, dated as of October 9, 2014, incorporated by reference to Exhibit 10.1 to the Report on Form 8-K of Eagle Bulk
Shipping Inc., filed with the SEC on October 16, 2014; File No. 001-33831.
99
10.3
10.4
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
Amendatory Agreement to the Loan Agreement, dated as of August 14, 2015, incorporated by reference to Exhibit 10.3 to the Quarterly
Report on Form 10-Q of Eagle Bulk Shipping Inc., filed with the SEC on November 16, 2015; File No. 001-33831.
Warrant Agreement, dated as of October 15, 2014, by and among Eagle Bulk Shipping Inc., Computershare Inc., as Warrant Agent, and
Computershare Trust Company N.A., as Warrant Agent, incorporated by reference to Exhibit 10.3 to the Report on Form 8-K of Eagle
Bulk Shipping Inc., filed with the SEC on October 16, 2014; File No. 001-33831.
Employment Agreement, dated July 6, 2015, among Eagle Bulk Shipping Inc., Eagle Shipping International (USA) LLC and Gary
Vogel, incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q of Eagle Bulk Shipping Inc., filed with the SEC
on August 14, 2015; File No. 001-33831.
Restricted Stock Award Agreement under the Eagle Bulk Shipping Inc. 2014 Equity Incentive Plan, by and between Eagle Bulk
Shipping Inc. and Gary Vogel, dated as of September 29, 2015, incorporated by reference to Exhibit 10.1 to the Quarterly Report on
Form 10-Q of Eagle Bulk Shipping Inc., filed with the SEC on November 16, 2015; File No. 001-33831.
Option Award Agreement under the Eagle Bulk Shipping Inc. 2014 Equity Incentive Plan, by and between Eagle Bulk Shipping Inc. and
Gary Vogel, dated as of September 29, 2015, incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q of Eagle
Bulk Shipping Inc., filed with the SEC on November 16, 2015; File No. 001-33831.
Forbearance and Standstill Agreement, dated as of January 15, 2016, incorporated by reference to Exhibit 10.1 to the Report on Form 8-
K of Eagle Bulk Shipping Inc., filed with the SEC on January 19, 2016; File No. 001-33831.
Amendment No. 1 to Forbearance and Standstill Agreement, dated as of February 1, 2016, incorporated by reference to Exhibit 10.1 to
the Report on Form 8-K of Eagle Bulk Shipping Inc., filed with the SEC on February 2, 2016; File No. 001-33831.
Limited Waiver to the Loan Agreement and Amendment No. 2 to Forbearance and Standstill Agreement, dated as of February 9, 2016,
incorporated by reference to Exhibit 10.1 to the Report on Form 8-K of Eagle Bulk Shipping Inc., filed with the SEC on February 9,
2016; File No. 001-33831.
Limited Waiver to the Loan Agreement and Amendment No. 3 to Forbearance and Standstill Agreement, dated as of February 22, 2016,
incorporated by reference to Exhibit 10.1 to the Report on Form 8-K of Eagle Bulk Shipping Inc., filed with the SEC on February 22,
2016; File No. 001-33831.
Second Limited Waiver to the Loan Agreement and Amendment No. 4 to Forbearance and Standstill Agreement, dated as of February
29, 2016, incorporated by reference to Exhibit 10.1 to the Report on Form 8-K of Eagle Bulk Shipping Inc., filed with the SEC on March
1, 2016; File No. 001-33831.
Amendment No. 5 to Forbearance and Standstill Agreement, dated as of March 6, 2016, incorporated by reference to Exhibit 10.1 to the
Report on Form 8-K of Eagle Bulk Shipping Inc., filed with the SEC on March 7, 2016; File No. 001-33831.
Third Limited Waiver to the Loan Agreement and Amendment No. 6 to Forbearance and Standstill Agreement, dated as of March 8,
2016, incorporated by reference to Exhibit 10.1 to the Report on Form 8-K of Eagle Bulk Shipping Inc., filed with the SEC on March 9,
2016; File No. 001-33831.
Fourth Limited Waiver to the Loan Agreement, dated as of March 18, incorporated by reference to Exhibit 10.1 to the Report on Form 8-
K of Eagle Bulk Shipping Inc., filed with the SEC on March 22, 2016; File No. 001-33831.
Amendment No. 7 to Forbearance and Standstill Agreement, dated as of March 22, 2016, incorporated by reference to Exhibit 10.2 to
the Report on Form 8-K of Eagle Bulk Shipping Inc., filed with the SEC on March 22, 2016; File No. 001-33831.
Amended and Restated First Lien Loan Agreement, dated as of March 30, 2016, incorporated by reference to Exhibit 10.1 to the Report
on Form 8-K of Eagle Bulk Shipping Inc., filed with the SEC on March 30, 2016; File No. 001-33831.
100
Second Lien Loan Agreement, among Eagle Shipping LLC, as borrower, the guarantor subsidiaries party thereto, the lenders thereto
from time to time, and Wilmington Savings Fund Society, FSB, as Second Lien Agent, dated as of March 30, 2016, incorporated by
reference to Exhibit 10.2 to the Report on Form 8-K of Eagle Bulk Shipping Inc., filed with the SEC on March 30, 2016; File No. 001-
33831.
Nominating Agreement, dated as of March 30, 2016, by and between Eagle Bulk Shipping Inc. and GoldenTree Asset Management LP,
incorporated by reference to Exhibit 10.3 to the Report on Form 8-K of Eagle Bulk Shipping Inc., filed with the SEC on March 30, 2016;
File No. 001-33831.
First Amendment to Nominating Agreement, dated as of April 18, 2016, by and between Eagle Bulk Shipping Inc. and GoldenTree
Asset Management LP, incorporated by reference to Exhibit 10.1 to the Report on Form 8-K of Eagle Bulk Shipping Inc., filed with the
SEC on April 19, 2016; File No. 001-33831.
Stock Purchase Agreement, dated as of July 1, 2016, by and among Eagle Bulk Shipping Inc. and the Investors party thereto,
incorporated by reference to Exhibit 10.1 to the Report on Form 8-K of Eagle Bulk Shipping Inc., filed with the SEC on July 5, 2016;
File No. 001-33831.
Stock Purchase Agreement, dated as of July 10, 2016, by and among Eagle Bulk Shipping Inc. and the Investors party thereto,
incorporated by reference to Exhibit 10.1 to the Report on Form 8-K of Eagle Bulk Shipping Inc., filed with the SEC on July 11, 2016;
File No. 001-33831.
Separation Agreement and General Release, dated September 29, 2016, between Eagle Bulk Shipping Inc. and Adir Katzav, incorporated
by reference to Exhibit 10.5 to the Quarterly Report on Form 10-Q of Eagle Bulk Shipping Inc., filed with the SEC on November 9,
2016; File No. 001-33831.
Employment Agreement, dated September 3, 2016, among Eagle Bulk Shipping Inc., Eagle Shipping International (USA) LLC and
Frank De Costanzo, incorporated by reference to Exhibit 10.6 to the Quarterly Report on Form 10-Q of Eagle Bulk Shipping Inc., filed
with the SEC on November 9, 2016; File No. 001-33831.
Option Award Agreement, dated November 7, 2016, between Frank De Costanzo and Eagle Bulk Shipping Inc., incorporated by
reference to Exhibit 10.1 to the Report on Form 8-K of Eagle Bulk Shipping Inc., filed with the SEC on November 9, 2016; File No.
001-33831.
Restricted Stock Award Agreement, dated November 7, 2016, between Frank De Costanzo and Eagle Bulk Shipping Inc., incorporated
by reference to Exhibit 10.2 to the Report on Form 8-K of Eagle Bulk Shipping Inc., filed with the SEC on November 9, 2016; File No.
001-33831.
Stock Purchase Agreement, dated as of December 13, 2016, by and among Eagle Bulk Shipping Inc. and the Investors party thereto,
incorporated by reference to Exhibit 10.1 to the Report on Form 8-K of Eagle Bulk Shipping Inc., filed with the SEC on December 13,
2016; File No. 001-33831.
Eagle Bulk Shipping Inc. 2016 Equity Incentive Plan, incorporated by reference to Appendix A to the definitive proxy statement on
Schedule 14A of Eagle Bulk Shipping Inc., filed with the SEC on November 4, 2016; File No. 001-33831.
Restricted Stock Award Agreement, dated December 15, 2016, between Gary Vogel and Eagle Bulk Shipping Inc., incorporated by
reference to Exhibit 10.37 to the Annual Report on Form 10-K of Eagle Bulk Shipping Inc., filed with the SEC on March 31, 2017; File
No. 001-33831.
Option Award Agreement, dated December 15, 2016, between Gary Vogel and Eagle Bulk Shipping Inc., incorporated by reference to
Exhibit 10.38 to the Annual Report on Form 10-K of Eagle Bulk Shipping Inc., filed with the SEC on March 31, 2017; File No. 001-
33831.
Form of Restricted Stock Award Agreement under the Eagle Bulk Shipping Inc. 2016 Equity Incentive Plan, incorporated by reference
to Exhibit 10.1 to the Report on Form 8-K of Eagle Bulk Shipping Inc., filed with the SEC on March 7, 2017; File No. 001-33831.
Form of Option Award Agreement under the Eagle Bulk Shipping Inc. 2016 Equity Incentive Plan, incorporated by reference to Exhibit
10.2 to the Report on Form 8-K of Eagle Bulk Shipping Inc., filed with the SEC on March 7, 2017; File No. 001-33831.
10.20
10.21
10.22
10.24
10.25
10.28#
10.29#
10.30#
10.31#
10.32
10.33#
10.34#
10.35#
10.36#
10.37#
101
Framework Agreement, dated as of February 28, 2017, by and between Eagle Bulk Ultraco LLC and Greenship Bulk Manager Pte. Ltd.,
as Trustee-Manager of Greenship Bulk Trust, incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of Eagle
Bulk Shipping Inc., filed with the SEC on May 9, 2017; File No. 001-33831.
Credit Agreement, dated as of June 28, 2017, by and among Eagle Bulk Ultraco LLC, the initial guarantors party thereto, the lenders
party thereto, the swap banks party thereto, and ABN AMRO Capital USA LLC, as security trustee and facility agent, together with
ABN AMRO Capital USA LLC, DVB Bank SE and Skandinaviska Enskilda Banken AB (publ), as mandated lead arrangers, and ABN
AMRO Capital USA LLC, as arranger and bookrunner, incorporated by reference to Exhibit 10.1 to the Report on Form 8-K of Eagle
Bulk Shipping Inc., filed with the SEC on July 5, 2017; File No. 001-33831.
Bond Terms, dated as of November 22, 2017, by and between Eagle Bulk Shipco LLC, a company existing under the laws of the
Republic of the Marshall Islands, and Nordic Trustee AS, a company existing under the laws of Norway, incorporated by reference to
Exhibit 10.1 to the Report on Form 8-K of Eagle Bulk Shipping Inc., filed with the SEC on December 4, 2017; File No. 001-33831.
Credit Agreement, dated as of December 8, 2017, by and among Eagle Shipping LLC, as borrower, certain wholly-owned vessel-owning
subsidiaries of Eagle Shipping LLC, as guarantors, the lenders thereunder, the swap banks party thereto, ABN AMRO Capital USA
LLC, as facility agent and security trustee for the Lenders, ABN AMRO Capital USA LLC, Credit Agricole Corporate and Investment
Bank and Skandinaviska Enskilda Banken AB (publ), as mandated lead arrangers, and ABN AMRO Capital USA LLC, as arranger and
bookrunner, incorporated by reference to Exhibit 10.1 to the Report on Form 8-K of Eagle Bulk Shipping Inc., filed with the SEC on
December 12, 2017; File No. 001-33831.
Super Senior Revolving Facility Agreement, dated as of December 8, 2017, by and among Eagle Bulk Shipco LLC, as borrower, and
ABN AMRO Capital USA LLC, as original lender, mandated lead arranger and agent, incorporated by reference to Exhibit 10.2 to the
Report on Form 8-K of Eagle Bulk Shipping Inc., filed with the SEC on December 12, 2017; File No. 001-33831.
First Amendment to that certain Credit Agreement, by and among Eagle Bulk Ultraco, LLC, as borrower, certain wholly-owned vessel-
owning subsidiaries of Eagle Bulk Ultraco, LLC, as guarantors, the lenders thereunder, the swap banks party thereto, ABN AMRO
Capital USA LLC, as facility agent and security trustee for the lenders, ABN AMRO Capital USA LLC, DVB Bank SE and
Skandinaviska Enskilda Banken AB (publ), as mandated lead arrangers, and ABN AMRO Capital USA LLC, as arranger and
bookrunner, incorporated by reference to Exhibit 10.43 to the Annual Report on Form 10-K of Eagle Bulk Shipping Inc., filed with the
SEC on March 12, 2018; File No. 001-33831.
Second Amendment to that certain Credit Agreement, dated as of October 17, 2018, by and among Eagle Bulk Ultraco, LLC, as
borrower, certain wholly-owned vessel-owning subsidiaries of Eagle Bulk Ultraco, LLC, as guarantors, the lenders thereunder, the swap
banks party thereto, ABN AMRO Capital USA LLC, as facility agent and security trustee for the lenders, ABN AMRO Capital USA
LLC, DVB Bank SE and Skandinaviska Enskilda Banken AB (publ), as mandated lead arrangers, and ABN AMRO Capital USA LLC,
as arranger and bookrunner, incorporated by reference to Exhibit 10.44 to the Annual Report on Form 10-K of Eagle Bulk Shipping Inc.,
filed with the SEC on March 12, 2020; File No. 001-33831.
Amendment Agreement to the Bond Terms between Eagle Bulk ShipCo LLC (Issuer) and Nordic Trustee AS (Bond Trustee) on behalf
of the bondholders (Bondholders) in bond issue Eagle Bulk Shipco LLC 8.250% senior secured USD 200,000,000 bonds 2017/2022,
incorporated by reference to Exhibit 10.1 to the Report on Form 8-K of Eagle Bulk Shipping Inc.; filed with the SEC on December 27,
2018; File No. 001-33831.
10.38
10.39
10.40
10.41
10.42
10.43
10.44
10.45
102
Credit Agreement, dated January 25, 2019, made by and among Eagle Bulk Ultraco LLC, as borrower, the initial guarantors, as
guarantors, Eagle Bulk Shipping Inc., as parent and guarantor, the lenders thereto, the swap banks party thereto., ABN AMRO Capital
USA LLC, Credit Agricole Corporate and Investment Bank, Skandinaviska Enskilda Banken AB (PUBL) and DNB Markets Inc., as
mandated lead arrangers and bookrunners, ABN AMRO Capital USA LLC, as arranger, ABN AMRO Capital USA LLC, as security
trustee and ABN AMRO Capital USA LLC, as facility agent, incorporated by reference to Exhibit 10.46 to the Annual Report on Form
10-K of Eagle Bulk Shipping, Inc.; filed with the SEC on March 13, 2019; File NO. 001-33831.
First Amendment, dated October 1, 2019, by and among Eagle Bulk Ultraco LLC, as borrower, certain initial and additional guarantors,
as guarantors, Eagle Bulk Shipping Inc., as apparent and guarantor, the lenders thereto, the swap parties thereto and ABN AMRO
Capital USA LLC, as facility agent and security trustee, incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of
Eagle Bulk Shipping, Inc.; filed with the SEC on October 7, 2019; File No. 001-33831.
Second Amendment, dated April 20, 2020, to the Credit Agreement, dated as of January 25, 2019, by and among Eagle Bulk Ultraco
LLC, as borrower, certain initial and additional guarantors, as guarantors, Eagle Bulk Shipping Inc., as apparent and guarantor, the
lenders thereto, the swap parties thereto and ABN AMRO Capital USA LLC, as facility agent and security trustee, incorporated by
reference to Exhibit 10.1 to the Quarterly Report on form 10-Q of Eagle Bulk Shipping, Inc.; filed with the SEC on May 11, 2020; File
No. 001-33831.
Third Amendment, dated June 9, 2020, by and among Eagle Bulk Ultraco LLC, as borrower, certain initial and additional guarantors, as
guarantors, Eagle Bulk Shipping Inc., as parent and guarantor, the lenders thereto, the swap parties thereto and ABN AMRO Capital
USA LLC, as facility agent and security trustee, incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Eagle
Bulk Shipping, Inc.; filed with the SEC on June 15, 2020; File No. 001-33831.
Subsidiaries of the Registrant.
Consent of Independent Registered Public Accounting Firm.
Consent of Seward & Kissel LLP.
Rule 13a-14(d) / 15d-14(a) Certification of Principal Executive Officer.
Rule 13a-14(d) / 15d-14(a) Certification of Principal Financial Officer.
Section 1350 Certification of Principal Executive Officer.
Section 1350 Certification of Principal Financial Officer.
10.46
10.47
10.48
10.49
21.1*
23.1*
23.2*
31.1*
31.2*
32.1**
32.2**
101.INS*
101.CAL*
101.SCH*
101.DEF*
101.LAB*
101.PRE*
XBRL Instance Document.
XBRL Schema Document.
XBRL Calculation Linkbase Document.
XBRL Definition Linkbase Document.
XBRL Labels Linkbase Document.
XBRL Presentation Linkbase Document.
* Filed herewith.
** Furnished herewith.
# Management contract or compensatory plan or arrangement.
103
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange of 1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
EAGLE BULK SHIPPING INC.
By:
/s/ Gary Vogel
Name:
Title:
Gary Vogel
Chief Executive Officer
March 12, 2021
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant
and in the capacities indicated on March 12, 2021.
Name
Title
/s/ Gary Vogel
Gary Vogel
/s/ Frank De Costanzo
Frank De Costanzo
/s/ Paul M. Leand, Jr.
Paul M. Leand, Jr.
/s/ Randee E. Day
Randee E. Day
/s/ Justin A. Knowles
Justin A. Knowles
/s/ Bart Veldhuizen
Bart Veldhuizen
/s/ Gary Weston
Gary Weston
Chief Executive Officer and Director
(Principal Executive Officer)
Chief Financial Officer
(Principal Financial and Accounting Officer)
Chairman of the Board of Directors
Director
Director
Director
Director
104
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets as of December 31, 2020 and 2019
Consolidated Statements of Operations for the years ended December 31, 2020, 2019 and 2018
Consolidated Statements of Comprehensive (loss)/income for the years ended December 31, 2020, 2019 and 2018
Consolidated Statements of Changes in Stockholders' Equity for the years ended December 31, 2020, 2019 and 2018
Consolidated Statements of Cash Flows for the years ended December 31, 2020, 2019 and 2018
Notes to Consolidated Financial Statements
F-2
F-5
F-7
F-8
F-9
F-10
F-12
Report of Independent Registered Public Accounting Firm
To the shareholders and the Board of Directors of Eagle Bulk Shipping Inc.
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of Eagle Bulk Shipping Inc. and subsidiaries (the "Company") as of December 31, 2020
and 2019, the related consolidated statements of operations, comprehensive (loss)/income, changes in stockholders’ equity and cash flows, for each of the
three years in the period ended December 31, 2020, and the related notes (collectively referred to as the "financial statements"). We also have audited the
Company’s internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework
(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as at December 31,
2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2020, in conformity with
accounting principles generally accepted in the United States of America. Also, in our opinion, the Company maintained, in all material respects, effective
internal control over financial reporting as of December 31, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued
by COSO.
Change in Accounting Principle
As discussed in Note 2 to the financial statements, effective January 1, 2019, the Company adopted FASB Accounting Standards Update 2016-02, Leases,
using the modified retrospective approach.
Basis for Opinions
The Company’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting, and for its
assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over
Financial Reporting. Our responsibility is to express an opinion on these financial statements and an opinion on the Company’s internal control over
financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States)
(PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and
regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable
assurance about whether the financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control
over financial reporting was maintained in all material respects.
Our audits of the financial statements included performing procedures to assess the risks of material misstatement of the financial statements, whether due
to error or fraud, and performing procedures to respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts
and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by
management, as well as evaluating the overall presentation of the financial statements. Our audit of internal control over financial reporting included
obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the
design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we
considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
F- 2
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control
over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are
being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial
statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or
required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2)
involved especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on
the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical
audit matter or on the accounts or disclosures to which it relates.
Vessel Asset Impairment – Future Charter Rates – Refer to Note 2 of the consolidated financial statements.
Critical Audit Matter Description
The Company’s evaluation of its vessel assets for impairment involves an initial assessment of each vessel asset to determine whether events or changes in
circumstances exist that may indicate that the carrying amount of the vessel asset may no longer be recoverable. Total Vessels and vessel improvements, at
cost, net of accumulated depreciation as of December 31, 2020 and 2019, were $811 million and $836 million, respectively.
If indicators of impairment exist for a vessel asset, the Company determines the recoverable amount by estimating the undiscounted future cash flows
associated with the vessel asset. If the Company’s estimate of undiscounted future cash flows for any vessel asset for which indicators of impairment exist
is lower than the vessel asset’s carrying value, and the vessel’s carrying value is greater than its fair market value, the carrying value is written down, by
recording a charge to operations, to the vessel asset’s fair market value. The Company makes significant assumptions and judgments to determine the
undiscounted future cash flows expected to be generated over the remaining useful life of each vessel asset. These assumptions are based on historical
trends and the Company's expectations for the vessels’ utilization under the current deployment strategy. The most significant and subjective assumption is
the future charter rates that the Company uses for its impairment analysis.
We identified future charter rates used in the undiscounted future cash flows analysis as a critical audit matter because of the complex judgments made by
management to estimate future charter rates and the significant impact they have on undiscounted cash flows expected to be generated over the remaining
useful life of the asset. This required a high degree of auditor judgment and an increased extent of effort when performing audit procedures to evaluate the
reasonableness of management’s projected charter rates.
F- 3
How the Critical Audit Matter Was Addressed in the Audit
Our audit procedures related to the future charter rates utilized in the undiscounted future cash flows included the following, among others:
• We tested the effectiveness of controls over management’s review of the impairment analysis, including the future charter rates used within the
undiscounted future cash flow analysis.
• We evaluated the reasonableness of the Company’s estimate of future charter rates through the performance of the following procedures:
◦
◦
◦
Evaluated the Company’s methodology for estimating the future rates which reflect the rates currently in effect for the duration of their
current charters. For periods of time where the vessels are not fixed on time or voyage charters, the Company estimates the daily future
charter rate for the vessels’ unfixed days based on published third party forward freight rates and for the periods after December 31, 2022
based on a blended average rate between a published third party’s 15-year average rates for the one-year and three-year time charter rates.
Compared the future charter rates utilized in the undiscounted future cash flow analysis to 1) the Company’s historical rates, 2) historical
rate information by vessel class published by third parties and 3) other external market sources, including analysts’ reports and forward
freight agreement curves.
Obtained from the Company’s management the assumptions used in the future charter rates and considered the consistency of the
assumptions used with evidence obtained in other areas of the audit. This included, among others, 1) internal communications by
management to the board of directors, and 2) external communications by management to analysts and investors.
/s/ DELOITTE & TOUCHE LLP
New York, New York
March 12, 2021
We have served as the Company's auditor since 2015.
F- 4
EAGLE BULK SHIPPING INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in U.S. dollars except share and per share data)
December 31, 2020
December 31, 2019
ASSETS:
Current assets:
Cash and cash equivalents
Restricted cash - current
Accounts receivable, net of a reserve of $2,357,191 and $2,472,345, respectively
Prepaid expenses
Inventories
Other current assets
Total current assets
Noncurrent assets:
Vessels and vessel improvements, at cost, net of accumulated depreciation of $177,771,755 and
$153,029,544, respectively
Advances for vessel purchases
Operating lease right-of-use assets
Other fixed assets, net of accumulated depreciation of $1,137,562 and $832,541, respectively
Restricted cash - noncurrent
Deferred drydock costs, net
Deferred financing costs - Super Senior Facility
Advances for scrubbers and ballast water systems and other assets
Total noncurrent assets
Total assets
LIABILITIES & STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable
Accrued interest
Other accrued liabilities
Fair value of derivatives - current
Current portion of operating lease liabilities
Unearned charter hire revenue
Current portion of long-term debt
Total current liabilities
Noncurrent liabilities:
Norwegian Bond Debt, net of debt discount and debt issuance costs
Super Senior Facility, net of debt issuance costs
New Ultraco Debt Facility, net of debt issuance costs
Convertible Bond Debt, net of debt discount and debt issuance costs
Noncurrent portion of operating lease liabilities
Fair value of derivatives - noncurrent
Total noncurrent liabilities
Total liabilities
F- 5
$
$
$
$
$
$
69,927,594
18,846,177
13,843,480
3,182,815
11,624,833
839,881
118,264,780
810,713,959
3,250,000
7,540,871
489,179
75,000
24,153,776
—
2,639,491
848,862,276
967,127,056
10,589,970
4,690,135
11,747,064
481,791
7,615,371
8,072,295
39,244,297
82,440,923
169,290,230
14,896,357
132,083,949
96,660,485
686,422
650,607
414,268,050
496,708,973
53,583,898
5,471,470
19,982,871
4,631,416
15,824,278
1,039,430
100,533,363
835,959,084
—
20,410,037
740,654
74,917
17,495,270
166,111
26,707,700
901,553,773
1,002,087,136
13,483,397
5,321,089
28,996,836
756,229
13,255,978
4,692,259
35,709,394
102,215,182
175,867,310
—
141,396,770
92,803,144
8,301,793
—
418,369,017
520,584,199
Commitments and contingencies
Stockholders' equity:
Preferred stock, $.01 par value, 25,000,000 shares authorized, none issued as of December 31, 2020 and
2019
Common stock, $.01 par value, 700,000,000 shares authorized, 11,661,797 and 10,214,600 shares issued
*
and outstanding as of December 31, 2020 and 2019, respectively
*
Additional paid-in capital
Accumulated deficit
Accumulated other comprehensive loss
Total stockholders' equity
Total liabilities and stockholders' equity
$
—
—
116,618
943,571,685
(472,137,822)
(1,132,398)
470,418,083
967,127,056
$
102,146
918,475,145
(437,074,354)
—
481,502,937
1,002,087,136
* Adjusted to give effect for the 1-for-7 Reverse Stock Split that became effective as of September 15, 2020, see Note 1.
The accompanying notes are an integral part of these Consolidated Financial Statements.
F- 6
EAGLE BULK SHIPPING INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(in U.S. dollars except share and per share data)
Revenues, net
Voyage expenses
Vessel operating expenses
Charter hire expenses
Depreciation and amortization
General and administrative expenses
Impairment of operating lease right-of-use assets
Other operating expense
Loss/(gain) on sale of vessels
Total operating expenses, net
Operating (loss)/income
Interest expense
Interest income
Realized and unrealized (gain)/loss on derivative
instruments, net
Loss on debt extinguishment
Total other expense, net
Net (loss)/income
Weighted average shares outstanding*:
Basic*
Diluted*
Per share amounts:
Basic net (loss)/income *
Diluted net (loss)/income *
December 31, 2020
For the Years Ended
December 31, 2019
December 31, 2018
$
275,133,547 $
292,377,638 $
310,094,258
89,548,796
86,527,915
21,280,224
50,157,147
31,532,109
352,368
—
489,772
279,888,331
(4,754,784)
35,392,623
(257,165)
(4,826,774)
—
30,308,684
(35,063,468) $
87,701,407
82,342,123
42,168,642
40,545,904
35,041,996
—
1,125,000
(5,978,566)
282,946,506
79,566,452
81,336,260
38,045,778
37,717,462
36,156,660
—
—
(335,160)
272,487,452
9,431,132
37,606,806
30,577,489
(1,867,326)
149,632
2,268,452
31,128,247
(21,697,115) $
25,743,531
(585,168)
(126,241)
—
25,032,122
12,574,684
10,310,246
10,310,246
10,195,088
10,195,088
10,095,030
10,257,453
(3.40) $
(3.40) $
(2.13) $
(2.13) $
1.25
1.23
$
$
$
* Adjusted to give effect for the 1-for-7 Reverse Stock Split that became effective as of September 15, 2020, see Note 1.
The accompanying notes are an integral part of these Consolidated Financial Statements.
F- 7
EAGLE BULK SHIPPING INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS)/INCOME
Net (loss)/income
Other comprehensive loss:
Net unrealized loss on cash flow hedges
Comprehensive (loss)/income
$
$
December 31, 2020
For the Years Ended
December 31, 2019
December 31, 2018
(35,063,468) $
(21,697,115) $
12,574,684
(1,132,398)
—
—
(36,195,866) $
(21,697,115) $
12,574,684
The accompanying notes are an integral part of these Consolidated Financial Statements.
F- 8
EAGLE BULK SHIPPING INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(in U.S. dollars except share data)
Balance at January 1, 2018
Net income
Cumulative effect of adoption of ASC 606
Issuance of shares due to vesting of
restricted shares and exercise of options,
net of cash received
Cash used to settle net share equity awards
Stock-based compensation
Balance at December 31, 2018
Net loss
Proceeds received from the Share Lending
Agreement
Issuance of shares due to vesting of
restricted shares
Equity component of Convertible Bond
Debt, net of equity issuance costs
Cash used to settle net share equity awards
Stock-based compensation
Balance at December 31, 2019
Net loss
Issuance of shares due to vesting of
restricted shares
Issuance of common shares for Equity
Offerings
Fees for Equity Offerings
Cash used to settle net share equity awards
Cash used to settle fractional shares in the
Reverse Stock Split
Unrealized loss on cash flow hedges
Stock-based compensation
Common
Shares*
10,056,329 $
—
—
Common
Shares
Amount*
Additional paid-in
Capital*
100,563 $
—
—
888,229,283 $
—
—
94,442
—
—
10,150,771
—
—
63,829
—
—
—
10,214,600
—
945
—
—
101,508
—
—
638
—
—
—
102,146
—
3,921
(2,559,104)
9,207,480
894,881,580
—
35,829
(638)
20,175,803
(1,443,753)
4,826,324
918,475,145
—
65,982
660
(660)
1,381,215
—
—
13,812
—
—
23,803,693
(579,651)
(1,162,609)
—
—
—
—
—
—
116,618 $
(12,513)
—
3,048,280
943,571,685 $
Accumulated
Deficit
(427,164,813) $
12,574,684
(787,110)
Accumulated other
comprehensive loss
Total Stockholders’
Equity
461,165,033
12,574,684
(787,110)
— $
—
—
—
—
—
(415,377,239)
(21,697,115)
—
—
—
—
—
(437,074,354)
(35,063,468)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
(1,132,398)
—
(472,137,822) $
(1,132,398) $
4,866
(2,559,104)
9,207,480
479,605,849
(21,697,115)
35,829
—
20,175,803
(1,443,753)
4,826,324
481,502,937
(35,063,468)
—
23,817,505
(579,651)
(1,162,609)
(12,513)
(1,132,398)
3,048,280
470,418,083
Balance at December 31, 2020
11,661,797 $
* Adjusted retroactively to give effect for the 1-for-7 Reverse Stock Split that became effective as of September 15, 2020, see Note 1.
The accompanying notes are an integral part of these Consolidated Financial Statements.
F- 9
EAGLE BULK SHIPPING INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Cash flows from operating activities:
Net (loss)/income
Adjustments to reconcile net (loss)/income to net cash provided by operating activities:
For the Years Ended
December 31, 2020 December 31, 2019 December 31, 2018
$
(35,063,468) $
(21,697,115) $
12,574,684
Depreciation
Amortization of deferred drydocking costs
Amortization of operating lease right-of-use assets
Amortization of debt discount and debt issuance costs
Loss on debt extinguishment
Amortization of fair value below contract value of time charter acquired
Loss/(gain) on sale of vessels
Impairment of operating lease right-of-use assets
Net unrealized (gain)/loss on fair value of derivatives
Stock-based compensation expense
Drydocking expenditures
Changes in operating assets and liabilities:
Accounts payable
Accounts receivable
Accrued interest
Inventories
Operating lease liabilities current and noncurrent
Other current and non-current assets
Other accrued liabilities and other non-current liabilities
Prepaid expenses
Unearned revenue
Net cash provided by operating activities
Cash flows from investing activities:
Purchases of vessels and vessel improvements
Advances for vessel purchases
Purchase of scrubbers and ballast water treatment systems
Proceeds from hull and machinery insurance claims
Proceeds from redemption of a short-term investment
Proceeds from sale of vessels
Purchase of other fixed assets
Net cash used in investing activities
F- 10
42,778,395
7,378,752
12,516,798
6,272,309
—
—
489,772
352,368
(536,935)
3,048,280
(14,293,562)
(4,170,779)
1,917,765
(630,954)
4,199,445
(13,255,978)
(228,992)
(3,006,946)
1,448,601
3,380,036
12,594,907
(979,612)
(3,250,000)
(28,376,566)
3,943,667
—
23,224,650
(53,794)
(5,491,655)
34,318,053
6,227,851
12,764,596
3,783,939
2,268,452
—
(5,978,566)
—
(75,537)
4,826,324
(11,903,474)
3,199,113
(6,902)
3,585,458
313,507
(13,475,534)
1,503,904
4,261,774
4,463
(2,234,580)
21,685,726
(143,477,720)
—
(58,196,164)
3,845,967
—
29,560,746
(351,434)
(168,618,605)
32,364,359
5,353,102
—
1,913,651
—
(681,898)
(335,160)
—
315,748
9,207,480
(8,323,191)
993,557
(3,465,025)
(54,684)
(2,024,706)
—
(207,234)
(1,125,638)
(1,625,113)
590,531
45,470,463
(41,404,328)
(2,040,000)
(12,342,317)
—
4,500,000
20,545,202
(272,067)
(31,013,510)
Cash flows from financing activities:
Proceeds from the revolver loan under New First Lien Facility
Payment of revolver under New First Lien Facility
Proceeds from Convertible Bond Debt, net of debt discount
Proceeds from New Ultraco Debt Facility
Proceeds from Original Ultraco Debt Facility
Proceeds from Share Lending Agreement
Proceeds from the revolver loan under New Ultraco Debt Facility
Proceeds from the Super Senior Facility
Repayment of New First Lien Facility - term loan
Repayment of Norwegian Bond Debt
Repayment of Original Ultraco Debt Facility
Repayment of term loan under New Ultraco Debt Facility
Repayment of revolver loan under New Ultraco Debt Facility
Financing costs paid to lenders
Other financing costs
Proceeds from Equity Offerings, net of issuance costs
Cash received from exercise of stock options
Cash used to settle fractional shares
Cash used to settle net share equity awards
Net cash provided by financing activities
Net increase/(decrease) in cash, cash equivalents and restricted cash
Cash, cash equivalents and restricted cash at beginning of year
Cash, cash equivalents and restricted cash at end of year
Supplemental cash flow information:
Accruals for scrubbers and ballast water treatment systems in Accounts payable and Other accrued
liabilities
Accruals for equity issuance costs included in Accounts payable and Other accrued liabilities
Cash paid during the period for interest
—
—
—
22,550,000
—
—
55,000,000
15,000,000
—
(8,000,000)
—
(28,734,393)
(55,000,000)
(381,471)
(141,634)
23,497,854
—
(12,513)
(1,162,609)
22,615,234
29,718,486
59,130,285
88,848,771 $
5,000,000
(5,000,000)
112,482,586
187,760,000
—
35,829
—
—
(60,000,000)
(8,000,000)
(82,600,000)
(15,146,013)
—
(3,533,770)
(1,655,353)
—
—
—
(1,443,753)
127,899,526
(19,033,353)
78,163,638
59,130,285 $
—
(5,000,000)
—
—
21,400,000
—
—
—
—
(4,000,000)
—
—
—
—
(2,465,037)
—
4,865
—
(2,559,104)
7,380,724
21,837,677
56,325,961
78,163,638
3,154,693 $
260,000 $
29,603,965 $
16,380,168 $
— $
23,208,093 $
5,801,867
—
23,884,565
$
$
$
$
The accompanying notes are an integral part of these Consolidated Financial Statements.
F- 11
Note 1. General Information:
EAGLE BULK SHIPPING INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The accompanying consolidated financial statements include the accounts of Eagle Bulk Shipping Inc. and its wholly-owned subsidiaries
(collectively, the "Company,” “we” or “our” or similar terms). The Company is engaged in the ocean transportation of drybulk cargoes worldwide through
the ownership, charter and operation of drybulk vessels. The Company's fleet is comprised of Supramax and Ultramax drybulk carriers and the Company
operates its business in one business segment.
Each of the Company’s vessels serve the same type of customer, have similar operation and maintenance requirements, operate in the same regulatory
environment, and are subject to similar economic characteristics. Based on this, the Company has determined that it operates in one reportable segment,
which is engaged in the ocean transportation of drybulk cargoes worldwide through the ownership and operation of drybulk carrier vessels.
The Company is a holding company incorporated in 2005, under the laws of the Republic of the Marshall Islands and is the sole owner of all of the
outstanding shares of its wholly-owned subsidiaries formed in the Republic of the Marshall Islands. The primary activity of each of the subsidiaries is the
ownership of a vessel. The operations of the vessels are managed by a directly wholly-owned subsidiary of the Company, Eagle Bulk Management LLC, a
Republic of the Marshall Islands limited liability company.
On December 22, 2020, the Company issued an aggregate of 1,381,215 shares in two concurrent public offerings ("Equity Offerings"). The total
net proceeds from the offerings, net of issuance costs was $23.5 million. The Company used the net proceeds to finance the acquisition of two modern
Ultramax vessels and general corporate purposes.
Effective as of September 15, 2020, the Company completed a 1-for-7 reverse stock split (the “Reverse Stock Split”) of the Company's issued and
outstanding shares of common stock, par value $0.01 per share. Proportional adjustments were made to the Company’s issued and outstanding common
stock and to the exercise price and the number of shares issuable upon exercise of all of the Company’s outstanding warrants, the exercise price and number
of shares issuable upon exercise of the options outstanding under the Company’s equity incentive plans, and the number of shares subject to restricted stock
awards under the Company’s equity incentive plans. Furthermore, the conversion rate set forth in the indenture governing the Company’s Convertible Bond
Debt was adjusted to reflect the Reverse Stock Split. No fractional shares of common stock were issued in connection with the Reverse Stock Split.
Furthermore, if a shareholder held less than seven shares prior to the Reverse Stock Split, then such shareholder received cash in lieu of the fractional share.
All references herein to common stock and per share data for all periods presented in these consolidated financial statements and notes thereto, have been
retrospectively adjusted to reflect the Reverse Stock Split.
On March 11, 2020, the World Health Organization declared the novel coronavirus (“COVID-19”) outbreak a pandemic. In response to the
pandemic, many countries, ports and organizations, including those where the Company conducts a large part of its operations, have implemented measures
to combat the pandemic, such as quarantines and travel restrictions. Such measures have caused and may continue to cause severe trade disruptions. The
ongoing pandemic resulted in the decline in charter hire rates which impacted our revenues and cash flow from operations. The Company experienced
some delays in cargo operations due to port restrictions and additional protocols and cancellation of a few cargo contracts. However, the Company was able
to secure alternative business for its vessels upon cancellation at the prevailing charter rates. As a result of the spread of COVID-19, the Company has
incurred some additional crewing expenses relating to procurement of personal protective equipment, COVID-19 testing, and crew travel, which is
included in our vessel expenses in our Consolidated Statement of Operations for the year ended December 31, 2020. Additionally, the Company
experienced some delays in
F- 12
drydocking and BWTS installations, operations and crew changes due to quarantine regulations and COVID-19 testing and resulting offhire days.
This outbreak adversely affected the Company by (i) reducing demand for its services because of reduced global or national economic activity and
(ii) negatively impacted our ability to perform crew changes on our vessels. Although this disruption from COVID-19 may only be temporary, given the
dynamic nature of these circumstances, the duration of business disruption and the related financial impact cannot be reasonably estimated at this time but
could materially affect our business, results of operations and financial condition.
As of December 31, 2020, the Company owned and operated a modern fleet of 45 ocean-going vessels, including 25 Supramax and 20 Ultramax vessels,
with a combined carrying capacity of 2,686,570 deadweight tons ("dwt") and an average age of approximately 8.8 years. Additionally, the Company
chartered-in three Ultramax vessels for remaining lease term of less than one year. The Company also charters-in third-party vessels on a short to medium
term basis. For the years ended December 31, 2020, 2019 and 2018, the Company had no charterers which individually accounted for more than 10% of the
Company's gross charter revenue.
Note 2. Significant Accounting Policies:
(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 impairment, vessel valuations, residual value of vessels, the useful lives of vessels, the value of stock-based
compensation, fair value of the Convertible Bond Debt (as defined below) and its equity component, estimated losses on our trade receivables, fair
value of right-of-use assets and lease liabilities and the fair value of derivatives. Actual results could differ from those estimates.
(c) Cash, Cash Equivalents and Restricted Cash: The Company considers highly 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. The restricted cash - current balance relates to the
proceeds from the sale of vessels, which were restricted pursuant to the terms under the Norwegian Bond Debt. Please see Note 6 Debt for
additional information. Additionally, the Company also had restricted cash - noncurrent of $0.1 million for collateralizing a letter of credit on our
office lease as of December 31, 2020 and 2019.
The following table provides a reconciliation of cash, cash equivalents and restricted cash within the Consolidated Balance Sheets that sum to the total
amounts shown in the Consolidated Statements of Cash Flows:
F- 13
December 31, 2020
December 31, 2019
December 31, 2018
December 31, 2017
Cash and cash equivalents
Restricted cash - current
Restricted cash - noncurrent
$
$
69,927,594 $
18,846,177
75,000
88,848,771 $
53,583,898 $
5,471,470
74,917
59,130,285 $
67,209,753 $
—
10,953,885
78,163,638 $
56,251,044
—
74,917
56,325,961
(d) Accounts Receivable: Accounts receivable includes receivables from charterers for time and voyage charterers. On January 1, 2020, the Company
adopted Accounting Standards Update 2016-13, “Financial Instruments - Credit Losses” (“ASC 326”). At each balance sheet date, the Company
maintains an allowance for credit losses for expected uncollectible accounts receivable. The Company wrote off $0.8 million and $0.9 million for
the years ended December 31, 2020 and 2019, respectively, related to previously reserved amounts in the allowance for doubtful accounts. The
Company recorded a provision of $0.7 million and $1.3 million respectively, for doubtful accounts for the years ended December 31, 2020 and
2019.
(e) Insurance Claims: Insurance claims are recorded net of any deductible amounts for insured damages which are recognized when recovery is virtually
certain under the related insurance policies and where the Company can make an estimate of the amount to be reimbursed following the insurance
claim.
(f) Inventories: Inventories, which consist of bunkers, are stated at cost which is determined on a first-in, first-out method. Lubes and spares are
expensed as incurred.
(g) Short-term Investments: The Company considers liquid investments such as certificate of deposits with an original maturity of greater than three
months as investments.
(h) 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 such as scrubbers and ballast water systems 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.
(i) Vessel useful economic life 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").
The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the
assets may not be recoverable. When the estimate of undiscounted cash flows, excluding interest charges, expected to be generated by the use of
the asset is less than its carrying amount, the Company will evaluate the asset for an impairment loss. Measurement of the impairment loss is
based on the fair value of the asset as provided by third parties. The Company reviews on an annual basis all the assumptions used in the
calculation of undiscounted cash flows. Based on the review, for the year ended December 31, 2020, the Company made a decision to use 15 year
average of one and three year time charter rates as published by a third party (Clarksons.com) in its calculation of undiscounted cash flows.
Historically, the Company utilized 25 year average of one and three year time charter rates. This is considered a change in accounting estimate.
The change in accounting estimate did not
F- 14
have any material impact on its consolidated financial statements. We did not recognize a vessel impairment charge for the years ended
December 31, 2020, 2019 and 2018.
(j) 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.
(k) 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 had been drawn as of
December 31, 2019, deferred financing fees of $0.2 million were classified as a noncurrent asset on the Consolidated Balance Sheet as of
December 31, 2019. As of December 31, 2020, deferred financing fees of $0.1 million was shown as a reduction of the outstanding debt under
Super Senior Facility on our Consolidated Balance Sheet.
(l) 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 three
years. Depreciation expense for other fixed assets for the years ended December 31, 2020, 2019 and 2018 was $0.3 million, $0.3 million and
$0.2 million, respectively.
(m) 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.
Under voyage charters, voyage revenues for cargo transportation are recognized ratably over the estimated relative transit time of each voyage.
Voyage revenue is deemed to commence upon the loading of the charterer’s cargo and is deemed to end upon the completion of discharge,
provided an agreed non-cancellable charter between the Company and the charterer is in existence, the charter rate is fixed and determinable, and
collectability is reasonably assured.
Under voyage charters, voyage expenses include costs such as bunkers, port charges, canal tolls and cargo handling operations, whereas, under
time charters, such voyage costs are the responsibility of the Company's customers. Vessel operating costs include crewing, vessel maintenance
and vessel insurance. Brokerage commissions under voyage or time charters are included in voyage expenses. All voyage and vessel operating
expenses are expensed as incurred on an accrual basis, except for commissions. Commissions are recognized over the related time or voyage
charter period since commissions are earned as the Company's revenues are earned. Probable losses on voyages are provided for in full at the time
such loss can be estimated.
We adopted Accounting Standards Update 2014-09, “Revenue from Contracts with Customers” (“ASC 606”) as of January 1, 2018 utilizing the
modified retrospective method of transition. We recorded an
F- 15
adjustment of approximately $0.8 million to increase our opening accumulated deficit and increase our Unearned revenue and Other current assets
on our Consolidated Balance Sheet on January 1, 2018.
We adopted Accounting Standards Update 2016-02, “Leases”, (“ASC 842”) on January 1, 2019 which resulted in the recognition of operating
lease right-of-use assets and related lease liabilities for operating leases of $30.5 million in Total Assets and Total Liabilities, respectively, on our
Consolidated Balance Sheet on January 1, 2019. Additionally, the Company netted $1.8 million, which was previously recorded as fair value on
time charters acquired in the Consolidated Balance Sheet as of December 31, 2018 against the Operating lease right-of-use assets upon adoption of
ASC 842 on January 1, 2019.
Operating lease right-of-use assets are assessed for any potential impairment on each balance sheet date. During the second quarter of 2020, the
Company determined that there were impairment indicators present for one of our chartered-in vessel contracts and, as a result, we recorded an
operating lease impairment of $0.4 million. The operating lease impairment was included as a component of operating (loss)/income in our
Consolidated Statement of Operations for the year ended December 31, 2020.
(n) 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.
(o) Repairs and Maintenance: All repair and maintenance expenses are expensed as incurred and are recorded in vessel expenses.
(p) 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.
(q) 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. Convertible Bond Debt is included in diluted earnings per share based on the if-converted
method.
(r) Interest Rate Risk Management: The Company is exposed to the impact of interest rate changes for outstanding debt under the New Ultraco Debt
Facility and Super Senior Facility. The Company's objective is to manage the impact of interest rate changes on its earnings and cash flows. On
March 31, 2020, the Company entered into an interest rate swap agreement (“IRS”) to effectively convert a portion of its debt under the New
Ultraco Debt Facility from a floating to a fixed-rate basis. The Company entered into two additional IRS agreements during the second quarter of
2020 to convert the remaining portion of its outstanding debt under the New Ultraco Debt Facility excluding the revolver facility. The IRS was
designated and qualified as a cash flow hedge. The amount of the net payment obligation is based on the notional amount of the IRS and the
prevailing market interest rates. The Company may terminate the IRS prior to their expiration dates, at which point a realized gain or loss would
be recognized. The value of the Company’s commitment would increase or decrease based primarily on the extent to which interest rates move
against the rate fixed for each swap.
(s) Federal Taxes: The Company is a Republic of the Marshall Islands Corporation. For the years ended December 31, 2020, 2019 and 2018, 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.
(t) Stock-based compensation: The Company issues stock-based compensation utilizing both stock options and stock grants. In accordance with
Accounting Standards Codification 718, "Stock Compensation", ("ASC 718"), stock-based compensation is measured at the fair value of the
award at the date of grant and
F- 16
recognized over the period of vesting on a straight-line basis using the graded vesting method. The grant-date fair value of stock options is
estimated using the Black-Scholes option pricing model. Forfeitures are recognized as they occur.
Impact of Recently Adopted Accounting Standards
Leases
On January 1, 2019, the Company adopted ASC 842. ASC 842 revises the accounting for leases. Under the new lease standard, lessees are required to
recognize a right-of-use asset and a lease liability for substantially all leases. The new lease standard will continue to classify leases as either financing or
operating, with classification affecting the pattern of expense recognition. The accounting applied by a lessor under the new guidance will be substantially
equivalent to current lease accounting guidance.
The following are the type of contracts that fall under ASC 842:
Time charter out contracts
Our shipping revenues are principally generated from time charters and voyage charters. In a time charter contract, the vessel is hired by the charterer for
a specified period of time in exchange for consideration which is based on a daily hire rate. The charterer has the full discretion over the ports visited,
shipping routes and vessel speed. The contract/charter party generally provides typical warranties regarding the speed and performance of the vessel. The
charter party generally has some owner protective restrictions such that the vessel is sent only to safe ports by the charterer, subject always to compliance
with applicable sanction laws, and carry only lawful or non-hazardous cargo. In a time charter contract, the Company is responsible for all the costs
incurred for running the vessel such as crew costs, vessel insurance, repairs and maintenance and lubes. The charterer bears the voyage related costs such as
bunker expenses, port charges and canal tolls during the hire period. The performance obligations in a time charter contract are satisfied over the term of
the contract beginning when the vessel is delivered to the charterer until it is redelivered back to the Company. The charterer generally pays the charter hire
in advance of the upcoming contract period. The Company determined that all time charter contracts are considered operating leases and therefore fall
under the scope of ASC 842 because: (i) the vessel is an identifiable asset; (ii) the Company does not have substantive substitution rights; and (iii) the
charterer has the right to control the use of the vessel during the term of the contract and derives the economic benefits from such use.
The transition guidance associated with ASC 842 allows for certain practical expedients to the lessors. The Company elected not to separate the lease
and non-lease components included in the time charter revenue because the pattern of revenue recognition for the lease and non-lease components
(included in the daily hire rate) is the same. The daily hire rate represents the hire rate for a bare boat charter as well as the compensation for expenses
incurred running the vessel such as crewing expense, repairs, insurance, maintenance and lubes. Both the lease and non-lease components are earned by
passage of time.
The adoption of ASC 842 did not materially impact our accounting for time charter out contracts. The revenue generated from time charter out contracts
is recognized on a straight-line basis over the term of the respective time charter agreements, which are recorded as part of revenues, net in our
Consolidated Statements of Operations for the years ended December 31, 2020, 2019 and 2018.
Time charter-in contracts
The Company charters in vessels to supplement our own fleet and employs them both on time charters and voyage charters. The time charter-in contracts
range in lease terms from 30 days to 2 years. The Company elected the practical expedient of ASC 842 that allows for time charter-in contracts with an
initial lease term of less than 12 months to be excluded from the operating lease right-of-use assets and lease liabilities recognized on our Consolidated
Balance Sheet as of January 1, 2019. The Company recognized the operating lease right-of-use assets and the corresponding lease liabilities on the
Consolidated Balance sheet for time charter-in contracts greater than 12
F- 17
months on the date of adoption of ASC 842. The Company will continue to recognize the lease payments for all vessel operating leases as charter hire
expenses on the consolidated statements of operations on a straight-line basis over the lease term.
Under ASC 842, leases are classified as either finance or operating arrangements, with such classification affecting the pattern and classification of
expense recognition in an entity's income statement. For operating leases, ASC 842 requires recognition in an entity’s income statement of a single lease
expense, calculated so that the cost of the lease is allocated over the lease term, generally on a straight-line basis. Right-of-use assets represent a right to use
an underlying asset for the lease term and the related lease liability represents an obligation to make lease payments pursuant to the contractual terms of the
lease agreement.
At lease commencement, a lessee must develop a discount rate to calculate the present value of the lease payments so that it can determine lease
classification and measure the lease liability. When determining the discount rate to be used at lease commencement, a lessee must use the rate implicit in
the lease unless that rate cannot be readily determined. When the rate implicit in the lease cannot be readily determined, the lessee should use its
incremental borrowing rate. The incremental borrowing rate is the rate that reflects the interest a lessee would have to pay to borrow funds on a
collateralized basis over a similar term and in a similar economic environment. The Company determined that the time charter-in contracts do not contain
an implicit borrowing rate. Therefore, the Company arrived at the incremental borrowing rate by determining the Company's implied credit rating and the
yield curve for debt as of January 1, 2019. The Company then interpolated the yield curve to determine the incremental borrowing rate for each lease based
on the remaining lease term on the specific lease. Based on the above methodology, the Company's incremental borrowing rates ranged from 2.81% to
6.08% for the five lease contracts for which the Company recorded operating lease right-of-use assets and corresponding lease liabilities.
The Company has time charter-in contracts for three Ultramax vessels which are greater than 12 months as of the date of adoption of ASC 842. A brief
description of each of these contracts is below:
(i) The Company entered into an agreement effective April 28, 2017, 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 and the hire rate for the first optional year is $13,800 per day
and $14,300 per day for the second optional year. The Company has determined that it will not exercise the existing options under this contract and
therefore the options are not included in the calculation of the operating lease right-of-use asset. In addition, the Company’s fair value below contract value
of time charters acquired of $1.8 million as of December 31, 2018, which related to the unamortized value of a prior charter with the same counterparty that
had been recorded at the time of the Company’s emergence from bankruptcy, was offset against the corresponding right of use asset on this lease as of
January 1, 2019.
(ii) On May 4, 2018, the Company entered into an agreement to charter-in a 61,425 dwt 2013 built Ultramax vessel for three years with an option for an
additional two years. The hire rate for the first three years is $12,700 per day and $13,750 per day for the first year option and $14,750 per day for the
second year option. The Company took delivery of the vessel in the third quarter of 2018. The Company has determined that it will not exercise the
existing options under this contract and therefore the options are not included in the calculation of the operating lease right-of-use asset.
(iii) On December 9, 2018, the Company entered into an agreement to charter-in a 62,487 dwt 2016 built Ultramax vessel for two years. The hire rate for
the vessel until March 2020 is $14,250 per day and $15,250 per day thereafter. The Company took delivery of the vessel in the fourth quarter of 2018. On
December 25, 2019, the Company renegotiated the lease terms for another year at a hire rate of $11,600 per day. The Company accounted for this as a lease
modification on December 25, 2019 and increased its lease liability and right-of-use asset on its balance sheet as of December 31, 2019 by $4.5 million.
The vessel is expected to be redelivered in March 2021.
On December 22, 2020, the Company entered into an agreement to charter-in a 63,634 dwt 2021 built Ultramax vessel for a period of minimum
twelve months with an option for additional three months at a hire rate of $5,900 per day plus 57% of BSI 58 average of 10 TC routes as published by the
Baltic Exchange each business day.
F- 18
Additionally, the Company shall share the scrubber benefit with the owners 50% calculated as the price differential between the high sulfur and low sulfur
fuel oil based on actual bunker consumption during the lease period. The hire rate for the three month option would increase the fixed hire rate to $6,500
per day with no change in the rest of the terms. The vessel is expected to be delivered to the Company in the second quarter of 2021. No right-of-use asset
or corresponding liability has been recognized in the Consolidated Balance Sheet as of December 31, 2020 since the Company did not take delivery of the
vessel and as such lease term has not begun yet.
Office leases
On October 15, 2015, the Company entered into a commercial lease agreement as a sublessee for office space in Stamford, Connecticut. The lease is
effective from January 2016 through June 2023, with an average annual rent of $0.4 million. The lease is secured by a letter of credit backed by cash
collateral of $0.1 million and is recorded as restricted cash - noncurrent in the accompanying consolidated balance sheets as of December 31, 2020 and
2019. In November 2018, the Company entered into an office lease agreement in Singapore, which expires in October 2021, with an average annual rent of
$0.3 million. The Company determined the two office leases to be operating leases and recorded the lease expense as part of General and administrative
expenses in the Consolidated Statement of Operations for the years ended December 31, 2020, 2019 and 2018.
On July 27, 2020, the lessor on our office sublease in Stamford, Connecticut filed for Chapter 11 reorganization in the U.S. Bankruptcy Court in
Birmingham, Alabama. On September 21, 2020, the primary landlord assumed the sublease with the existing lease terms.
Adoption of ASC 842
The Company adopted ASC 842 on January 1, 2019, which resulted in the recognition of operating lease right-of-use assets of $28.7 million and related
lease liabilities for operating leases of $30.5 million in Total Assets and Total Liabilities, respectively, on our Consolidated Balance Sheet on January 1,
2019.
In connection with its adoption of ASC 842, the Company elected the "package of 3" practical expedients permitted under the transition guidance, which
exempts the Company from reassessing:
• whether any expired or existing contracts are or contain leases.
•
•
any expired or existing lease classifications.
initial direct costs for any existing leases.
Additionally, the Company elected, consistent with the practical expedient allowed under the transition guidance of ASC 842 to not separate the lease
and non-lease components related to a lease contract and to account for them instead as a single lease component for the purposes of the recognition and
measurement requirements of ASC 842.
The Company elected not to use the practical expedient of hindsight in determining the lease term and in assessing the impairment of the Company's
operating lease right-of-use assets.
Prior to January 1, 2019, the Company recognized lease expense in accordance with then-existing U.S. GAAP (“prior GAAP”). Because both ASC 842
and prior GAAP generally recognize operating lease expenses on a straight-line basis over the term of the lease arrangement and the Company only has
operating lease arrangements, there were no material differences between the timing and amount of lease expenses recognized under the two accounting
methodologies for the years ended December 31, 2020, 2019 and 2018.
Lease Disclosures Under ASC 842
The objective of the disclosure requirements under ASC 842 is to enable users of an entity’s financial statements to assess the amount, timing and
uncertainty of cash flows arising from lease arrangements. In addition to the
F- 19
qualitative leasing disclosures included above, below are quantitative disclosures that are intended to meet the stated objective of ASC 842.
Operating lease right-of-use assets and lease liabilities as of December 31, 2020 and 2019 are as follows:
Description
Location in Balance Sheet
December 31, 2020
(1)
December 31, 2019
(1)
Non current assets:
Chartered-in contracts greater than 12 months Operating lease right-of-use assets
(2)
Office leases
Operating lease right-of-use assets
Liabilities:
Chartered-in contracts greater than 12 months Current portion of operating lease
Office leases
Lease liabilities - current portion
liabilities
Current portion of operating lease
liabilities
Chartered-in contracts greater than 12 months Noncurrent portion of operating lease
Office leases
Lease liabilities - non current portion
liabilities
Noncurrent portion of operating lease
liabilities
$
$
$
$
$
$
6,207,253 $
1,333,618
7,540,871 $
6,974,943 $
640,428
7,615,371 $
— $
686,422
686,422 $
18,442,965
1,967,072
20,410,037
12,622,524
633,454
13,255,978
6,974,943
1,326,850
8,301,793
(1) The Operating lease right-of-use assets and Operating lease liabilities represent the present value of lease payments for the remaining term of the lease.
The discount rate used ranged from 2.81% to 6.08%. The weighted average discount rate used to calculate the lease liability was 5.22%.
(2) During the second quarter of 2020, the Company determined that there were impairment indicators present for one of our chartered-in vessel contracts
and, as a result, we recorded an operating lease impairment of $0.4 million. The operating lease impairment was included as component of Operating
(loss)/income in our Consolidated Statements of Operations for the year ended December 31, 2020.
The table below presents the components of the Company’s lease expenses and sub-lease income on a gross basis earned from chartered-in contracts
greater than 12 months for the year ended December 31, 2020 and 2019:
F- 20
Description
Location in Statement of
Operations
For the Year Ended
December 31, 2020
For the Year Ended
December 31, 2019
Lease expense for chartered-in contracts less
than 12 months
Lease expense for chartered-in contracts greater
than 12 months
Lease expense for office leases
Charter hire expenses
Charter hire expenses
Total charter hire expenses
General and administrative
expenses
Sub lease income from chartered-in contracts
greater than 12 months *
Revenues, net
$
$
$
$
$
8,731,978
$
12,548,246
21,280,224
28,805,970
13,362,672
42,168,642
733,874
719,698
8,589,156
10,259,768
* The sub-lease income represents only time charter revenue earned on the chartered-in contracts greater than 12 months. There is additional revenue
earned from voyage charters on the same chartered-in contracts which is recorded in Revenues, net in our Consolidated Statements of Operations for the
years ended December 31, 2020 and 2019. Additionally, there is revenue earned from time charters from chartered-in contracts less than 12 months which
is included in Revenues, net in our Consolidated Statements of Operations for the years ended December 31, 2020 and 2019.
The cash paid for operating leases with terms greater than 12 months is $14.0 million and $14.8 million for the years ended December 31, 2020
and 2019, respectively.
The weighted average remaining lease term on our operating leases greater than 12 months is 10.4 months.
The table below provides the total amount of lease payments on an undiscounted basis on our time chartered-in contracts and office leases greater than 12
months as of December 31, 2020:
Year
Chartered-in contracts greater
than 12 months
Office leases
Total Operating leases
Discount rate upon adoption
(1)
5.37 %
5.80 %
5.48 %
2021
2022
2023
6,982,810
6,982,810
700,257
483,048
244,878
1,428,183
7,683,067
483,048
244,878
8,410,993
Present value of lease liability
6,974,943
1,326,850
8,301,793
Lease liabilities - short term
Lease liabilities - long term
Total lease liabilities
6,974,943
—
6,974,943
640,428
686,422
1,326,850
7,615,371
686,422
8,301,793
Discount based on incremental borrowing rate
$
7,867
$
101,333
$
109,200
F- 21
(1)
Discount rate upon adoption does not include the discount rate on the lease modification on December 25, 2019. The discount rate used for calculation of
the right-of-use asset and the related lease liability on December 25, 2019 was 2.806%.
Revenue recognition
Voyage charters
In a voyage charter contract, the charterer hires the vessel to transport a specific agreed-upon cargo for a single voyage which may contain
multiple load ports and discharge ports. The consideration in such a contract is determined on the basis of a freight rate per metric ton of cargo carried or
occasionally on a lump sum basis. The charter party generally has a minimum amount of cargo. The charterer is liable for any short loading of cargo or
“dead” freight. The voyage contract generally has standard payment terms of 95% freight paid within three days after completion of loading. The voyage
charter party generally has a “demurrage” or “despatch” clause. As per this clause, the charterer reimburses the Company for any potential delays
exceeding the allowed laytime as per the charter party clause at the ports visited which is recorded as demurrage revenue. Conversely, the charterer is given
credit if the loading/discharging activities happen within the allowed laytime known as despatch resulting in a reduction in revenue. In a voyage charter
contract, the performance obligations begin to be satisfied once the vessel begins loading the cargo. The Company determined that its voyage charter
contracts consist of a single performance obligation of transporting the cargo within a specified time period. Therefore, the performance obligation is met
evenly as the voyage progresses and the revenue is recognized on a straight line basis over the voyage days from the commencement of the loading of
cargo to the completion of discharge.
The voyage contracts are considered service contracts which fall under the provisions of ASC 606 because the Company as the shipowner retains
the control over the operations of the vessel such as directing the routes taken or the vessel speed. The voyage contracts generally have variable
consideration in the form of demurrage or despatch. The amount of revenue earned as demurrage or despatch paid by the company for the years ended
December 31, 2020 and 2019 was $6.3 million and $10.7 million, respectively.
The following table shows the revenues earned from time charters and voyage charters for the years ended December 31, 2020, 2019 and 2018:
December 31, 2020
For the Years Ended
December 31, 2019
December 31, 2018
Time charters
Voyage charters
$
$
105,028,131 $
170,105,416
275,133,547 $
128,142,708 $
164,234,930
292,377,638 $
140,006,570
170,087,688
310,094,258
Contract costs
In a voyage charter contract, the Company bears all voyage related costs such as fuel costs, port charges and canal tolls. These costs are
considered contract fulfillment costs because the costs are direct costs related to the performance of the contract and are expected to be recovered. The
costs incurred during the period prior to commencement of loading the cargo, primarily bunkers, are deferred as they represent setup costs and recorded as
a current asset and are amortized on a straight-line basis as the related performance obligations are satisfied. As of December 31, 2020 and 2019, the
Company recognized $0.5 million and $0.4 million, respectively, of deferred costs which represents bunker expenses and charter hire expenses incurred
prior to commencement of loading. These costs are recorded in Other current assets on the Consolidated Balance Sheets.
F- 22
Financial Instruments - Credit Losses
On January 1, 2020, the Company adopted ASC 326. The accounting standard amended the current financial instrument impairment model by
requiring entities to use a forward-looking approach based on expected losses to estimate credit losses on certain types of financial instruments, including
trade receivables. Under the new guidance, an entity recognizes as an allowance its estimate of lifetime expected credit losses which will result in more
timely recognition of such losses. The Company adopted the accounting standard using the prospective transition approach as of January 1, 2020. The
cumulative effect upon adoption was not material to our consolidated financial statements.
The adoption of ASC 326 primarily impacted our trade receivables recorded on our Consolidated Balance Sheet as of December 31, 2020. The
Company maintains an allowance for credit losses for expected uncollectible accounts receivable, which is recorded as an offset to accounts receivable and
changes in such are classified as voyage expense in the Consolidated Statements of Operations for the years ended December 31, 2020 and 2019. Upon
adoption of ASC 326, the Company assessed collectability by reviewing accounts receivable on a collective basis where similar characteristics exist and on
an individual basis when we identify specific customers with known disputes or collectability issues. In determining the amount of the allowance for credit
losses, the Company considered historical collectability based on past due status and made judgments about the creditworthiness of customers based on
ongoing credit evaluations. The Company also considered customer-specific information, current market conditions and reasonable and supportable
forecasts of future economic conditions to inform adjustments to historical loss data. For the year ended December 31, 2020, our assessment considered
business and market disruptions caused by COVID-19 and estimates of expected emerging credit and collectability trends. The continued volatility in
market conditions and evolving shifts in credit trends are difficult to predict causing variability and volatility that may have a material impact on our
allowance for credit losses in future periods. The allowance for credit losses on accounts receivable was $2.4 million as of December 31, 2020 and
$2.5 million as of December 31, 2019.
Accounting Standards issued but not yet adopted
The FASB has issued accounting standards that had not yet become effective as of December 31, 2020 and may impact the Company’s
consolidated financial statements or related disclosures in future periods. Those standards and their potential impact are discussed below.
Accounting standards effective in 2021
In March 2020, the FASB issued Accounting Standards Update 2020-04, "Facilitation of the Effects of Reference Rate Reform on Financial
Reporting", (“ASU 2020-04”). ASU 2020-04 addresses concerns about certain accounting consequences that could result from the anticipated transition
away from the use of LIBOR and other interbank offered rates to alternative reference rates. ASU 2020-04 is elective and applies “to all entities, subject to
meeting certain criteria, that have contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be
discontinued because of reference rate reform.” ASU 2020-04 establishes (1) a general contract modification principle that entities can apply in other areas
that may be affected by reference rate reform and (2) certain elective hedge accounting expedients. ASU 2020-04 is optional and effective for all entities as
of March 12, 2020 through December 31, 2022. The Company is currently evaluating the adoption of ASU 2020-04 on its debt under the New Ultraco
Debt Facility and Super Senior Facility, as both facilities bear interest on outstanding borrowings at LIBOR plus a margin rate.
In August 2020, the FASB issued Accounting Standards Update 2020-06, "Accounting for Convertible Instruments and Contracts in an Entity's
Own Equity", (“ASU 2020-06”). ASU 2020-06 simplifies the accounting for certain financial instruments with characteristics of liabilities and equity,
including convertible instruments and contracts on an entity’s own equity. ASU 2020-06 removes from U.S. GAAP the separation models for (1)
convertible debt with a cash conversion feature and (2) convertible instruments with a beneficial conversion feature. As a result, after adopting the ASU's
guidance, entities will not separately present in equity an embedded conversion
F- 23
feature in such debt. Instead, the entity will account for a convertible debt instrument wholly as debt, and for convertible preferred stock wholly as
preferred stock (i.e., as a single unit of account), unless (1) a convertible instrument contains features that require bifurcation as a derivative under ASC 815
or (2) a convertible debt instrument was issued at a substantial premium. ASU 2020-06 is effective for all public entities for fiscal years beginning after
December 15, 2021, with early adoption permitted for fiscal years beginning after December 15, 2020. The Company is currently evaluating the adoption
of ASU 2020-06 on its Convertible Bond Debt.
Note 3. Vessels and vessel improvements
As of December 31, 2020, the Company’s owned fleet consisted of 45 drybulk vessels.
During the fourth quarter of 2020, the Company entered into a series of memorandum of agreements to purchase three high specification scrubber-fitted
Ultramax bulkcarriers for a total purchase price of $50.2 million excluding direct expenses of acquisition. The Company took delivery of the vessels during
the first quarter of 2021. The Company paid $3.3 million in advance on two of the above mentioned vessels and these advances are recorded in Advances
for vessel purchases in the Consolidated Balance Sheet as of December 31, 2020.
For the year ended December 31, 2020, the Company sold five vessels (Goldeneye, Hawk I, Osprey I, Shrike and Skua) for a total net proceeds of
$23.2 million after brokerage commissions and associated selling expenses. The Company recorded a net loss of $0.5 million in the Consolidated
Statement of Operations for the year ended December 31, 2020.
During the third quarter of 2018, the Company entered into a series of agreements to purchase up to 37 scrubbers, which were fitted on the
Company's vessels. The actual costs, including installation, were approximately $2.4 million per scrubber. During the second quarter of 2020, the Company
completed and commissioned all 37 scrubbers and recorded $88.9 million in Vessels and vessel improvements in the Consolidated Balance Sheet as of
December 31, 2020.
During the third quarter of 2018, the Company entered into a contract for the installation of ballast water treatment systems (“BWTS”) on 39 of
our owned vessels. The projected costs, including installation, are approximately $0.5 million per BWTS. The Company intends to complete the
installations during scheduled drydockings. The Company completed installation of BWTS on 15 vessels and recorded $7.1 million in Vessels and vessel
improvements in the Consolidated Balance Sheet as of December 31, 2020. Additionally, the Company recorded $2.3 million as advances paid towards
installation of BWTS on the remaining vessels as a noncurrent asset in its Consolidated Balance Sheet as of December 31, 2020. During the second quarter
of 2020, the Company applied for and received extensions from the USCG of up to one year for BWTS installation on 18 of our vessels. Additionally, the
Company cancelled the BWTS installation orders on three of its vessels.
The Vessel and vessel improvements activity for the years ended December 31, 2020 and 2019 is below:
Vessel and vessel improvements at the beginning of the year
Advance paid for vessel purchase
Purchase of vessels and vessel improvements
Sale of vessels
Scrubbers and BWTS
Depreciation expense
Vessels and vessel improvements at the end of the year
December 31, 2020
December 31, 2019
835,959,084 $
—
979,612
(23,458,118)
39,706,507
(42,473,126)
810,713,959 $
682,944,936
2,040,000
143,477,720
(14,757,027)
56,267,925
(34,014,470)
835,959,084
$
$
F- 24
Note 4. Deferred Drydock Costs
Drydocking activity is summarized as follows:
Beginning Balance
Payment for drydocking
Drydock amortization
Write-off due to sale of vessels *
Ending Balance
December 31, 2020
December 31, 2019
$
$
17,495,270 $
14,293,562
(7,378,752)
(256,304)
24,153,776 $
12,186,356
11,903,474
(6,227,851)
(366,709)
17,495,270
* The Company wrote off drydock expenses of $0.3 million and $0.4 million, respectively, relating to the sale of vessels, which was recorded in (loss)/gain
on sale of vessels in the Consolidated Statements of Operations for the years ended December 31, 2020 and 2019.
Note 5. Other accrued liabilities
Other accrued liabilities consist of:
Vessel and voyage expenses
Scrubber, BWTS and drydocking costs
General and administrative expenses
Total
Note 6. Debt
Long-term debt consists of the following:
December 31, 2020
December 31, 2019
$
$
4,625,539 $
1,178,695
5,942,830
11,747,064 $
6,651,395
16,226,398
6,119,043
28,996,836
Convertible Bond Debt
Debt discount and debt issuance costs - Convertible Bond Debt
Convertible Bond Debt, net of debt discount and debt issuance costs
Norwegian Bond Debt
Debt discount and debt issuance costs - Norwegian Bond Debt
Less: Current portion - Norwegian Bond Debt
Norwegian Bond Debt, net of debt discount and debt issuance costs
New Ultraco Debt Facility
Debt discount and Debt issuance costs - New Ultraco Debt Facility
Less: Current portion - New Ultraco Debt Facility
New Ultraco Debt Facility, net of debt discount and debt issuance costs
Super Senior Facility
Debt issuance costs - Super Senior Facility
Super Senior Facility, net of debt issuance costs
Total long-term debt
December 31, 2020
December 31, 2019
$
$
114,120,000 $
(17,459,515)
96,660,485
180,000,000
(2,709,770)
(8,000,000)
169,290,230
166,429,594
(3,101,348)
(31,244,297)
132,083,949
15,000,000
(103,643)
14,896,357
412,931,021 $
114,120,000
(21,316,856)
92,803,144
188,000,000
(4,132,690)
(8,000,000)
175,867,310
172,613,988
(3,507,824)
(27,709,394)
141,396,770
—
—
—
410,067,224
F- 25
Convertible Bond Debt
On July 29, 2019, the Company issued $114.1 million in aggregate principal amount of 5.0% Convertible Senior Notes due 2024 (the “Convertible
Bond Debt”). After deducting debt discount of $1.6 million, the Company received net proceeds of approximately $112.5 million. Additionally, the
Company incurred $1.0 million of debt issuance costs relating to the transaction. The Company used the proceeds to partially finance the purchase of six
Ultramax vessels and for general corporate purposes, including working capital. The Company took delivery of the vessels in the third and fourth quarters
of 2019.
The Convertible Bond Debt bears interest at a rate of 5.0% per annum on the outstanding principal amount thereof, payable semi-annually in
arrears on February 1 and August 1 of each year, commencing on February 1, 2020. The Convertible Bond Debt may bear additional interest upon certain
events, as set forth in the indenture governing the Convertible Bond Debt (the “Indenture”).
The Convertible Bond Debt will mature on August 1, 2024 (the “Maturity Date”), unless earlier repurchased, redeemed or converted pursuant to
its terms. The Company may not otherwise redeem the Convertible Bond Debt prior to the Maturity Date.
Each holder has the right to convert any portion of the Convertible Bond Debt, provided such portion is of $1,000 or a multiple thereof, at any
time prior to the close of business on the business day immediately preceding the Maturity Date. The conversion rate of the Convertible Bond Debt after
adjusting for the Reverse Stock Split effected on September 15, 2020 is 25.453 shares of the Company's common stock per $1,000 principal amount of
Convertible Bond Debt (which is equivalent to a conversion price of approximately $39.29 per share of its common stock).
Upon conversion, the Company will pay or deliver, as the case may be, either cash, shares of its common stock or a combination of cash and
shares of its common stock, at the Company’s election, to the holder (subject to shareholder approval requirements in accordance with the listing standards
of the Nasdaq Global Select Market).
If the Company undergoes a fundamental change, as set forth in the Indenture, each holder may require the Company to repurchase all or part of
their Convertible Bond Debt for cash in principal amounts of $1,000 or a multiple thereof. The fundamental change repurchase price will be equal to 100%
of the principal amount of the Convertible Bond Debt to be repurchased, plus accrued and unpaid interest. If, however, the holders elect to convert their
Convertible Bond Debt in connection with the fundamental change, the Company will be required to increase the conversion rate of the Convertible Bond
Debt at a rate determined by a combination of the date the fundamental change occurs and the stock price of the Company's common stock on such date.
The Convertible Bond Debt is the general, unsecured senior obligations of the Company. It ranks: (i) senior in right of payment to any of the
Company’s indebtedness that is expressly subordinated in right of payment to the Convertible Bond Debt; (ii) equal in right of payment to any of the
Company’s unsecured indebtedness that is not so subordinated; (iii) effectively junior in right of payment to any of the Company’s secured indebtedness to
the extent of the value of the assets securing such indebtedness; and (iv) structurally junior to all indebtedness and other liabilities of current or future
subsidiaries of the Company.
The indenture also provides for customary events of default. Generally, if an event of default occurs and is continuing, then the trustee or the
holders of at least 25% in aggregate principal amount of the Convertible Bond Debt then outstanding may declare 100% of the principal of and accrued and
unpaid interest, if any, on all the Convertible Bond Debt then outstanding to be due and payable.
In accordance with ASC 470-Debt, the liability and equity components of convertible debt instruments that may be settled in cash upon
conversion (including partial cash settlement) is to be separately accounted for in a manner that reflects the issuer's non-convertible debt borrowing rate.
The guidance requires the initial proceeds received from the sale of convertible debt instruments to be allocated between a liability component and equity
component in a manner that reflects the interest expense at the interest rate of similar non-convertible debt that could
F- 26
have been issued by the Company at the time of issuance. The Company accounted for the Convertible Bond Debt based on the above guidance and
attributed a portion of the proceeds to the equity component. The resulting debt discount is amortized using effective interest method over the expected life
of the Convertible Bond Debt as interest expense. Additionally, the debt discount and issuance costs were allocated based on the total amount incurred to
the liability and equity components using the same proportions as the proceeds from the Convertible Bond Debt.
Share Lending Agreement
In connection with the issuance of the Convertible Bond Debt, certain persons entered into an arrangement (the “Share Lending Agreement”) to
borrow up to 511,840 shares of the Company’s common stock through share lending arrangements from Jefferies LLC (“JCS”), an initial purchaser of the
Convertible Bond Debt, which in turn entered into an arrangement to borrow the shares from an entity affiliated with Oaktree Capital Management, L.P.,
one of the Company’s shareholders. The number of shares under the Share Lending Agreement have been adjusted for the Reverse Stock Split. As of
December 31, 2020, the fair value of the 0.5 million outstanding loaned shares was $9.7 million based on the closing price of the common stock on
December 31, 2020. In connection with the Share Lending Agreement, JCS paid $0.03 million representing a nominal fee per borrowed share, equal to the
par value of the Company’s common stock.
While the share lending agreement does not require cash payment upon return of the shares, physical settlement is required (i.e., the loaned shares
must be returned at the end of the arrangement). In view of this share return provision and other contractual undertakings of JCS in the share lending
agreement, which have the effect of substantially eliminating the economic dilution that otherwise would result from the issuance of borrowed shares, the
loaned shares are not considered issued and outstanding for accounting purposes and for the purpose of computing and reporting the Company's basic and
diluted weighted average shares or earnings per share. If JCS were to file bankruptcy or commence similar administrative, liquidating or restructuring
proceedings, the Company will have to consider 0.5 million shares lent to JCS as issued and outstanding for the purposes of calculating earnings per share.
New Ultraco Debt Facility
On January 25, 2019, Ultraco Shipping LLC (“Ultraco”), a wholly-owned subsidiary of the Company, entered into a new senior secured credit
facility, (the “New Ultraco Debt Facility”), which provides for an aggregate principal amount of $208.4 million, which consists of (i) a term loan facility of
$153.4 million (the “Term Facility Loan”) and (ii) a revolving credit facility of $55.0 million. The proceeds from the New Ultraco Debt Facility were used
to repay the outstanding debt including accrued interest under the Original Ultraco Debt Facility (as defined below) and the New First Lien Facility (as
defined below) in full and for general corporate purposes. Subject to certain conditions set forth in the New Ultraco Debt Facility, Ultraco may request an
increase of up to $60.0 million in the aggregate principal amount of the Term Facility Loan. Outstanding borrowings under the New Ultraco Debt Facility
bear interest at LIBOR plus 2.50% per annum. The Company paid $3.1 million as debt issuance costs to the lenders.
On October 1, 2019, Ultraco, the Company and certain initial and additional guarantors entered into a first amendment to the New Ultraco Debt
Facility (the “First Amendment”) to provide for incremental commitments, and pursuant to which on October 4, 2019, Ultraco borrowed $34.3 million for
general corporate purposes, including capital expenditures relating to the installation of scrubbers. The Company paid $0.4 million as debt issuance costs to
the lenders.
On April 20, 2020, Ultraco, the Company and certain initial and additional guarantors entered into a second amendment to the New Ultraco Debt
Facility (the “Second Amendment”) to provide for certain amendments to definitions of consolidated interest coverage ratio and consolidated earnings
before interest, taxes and depreciation and amortization (“EBITDA”). The amendment provides that the calculation interest coverage ratio does not include
amortization of debt discount, debt issuance costs and non-cash interest income. The definition of EBITDA has been updated to exclude stock based
compensation from net loss.
F- 27
On June 9, 2020, Ultraco, the Company and certain initial and additional guarantors entered into the Third Amendment (“the Third Amendment”)
to the New Ultraco Debt Facility to provide for incremental commitments and pursuant to which on June 12, 2020, Ultraco borrowed $22.6 million for
general corporate purposes which was secured by two Ultramaxes already owned by the Company, the M/V Hong Kong Eagle and M/V Santos Eagle. The
Company paid $0.4 million as debt issuance costs to the lenders. The Company incurred an additional $0.2 million as other financing costs in relation to
the transaction.
As of December 31, 2020, the availability under the revolver facility is $55.0 million. During the second quarter of the year, the Company fully
utilized the facility and this was repaid in full during the third and fourth quarters of 2020.
The New Ultraco Debt Facility matures on January 25, 2024 (the “New Ultraco Maturity Date”). Pursuant to the terms of the facility, Ultraco must
repay the aggregate principal amount excluding the amounts borrowed under the First Amendment, of $5.1 million in quarterly installments for the first
year and $7.8 million in quarterly installments from the second year until the New Ultraco Maturity Date. Additionally, there are semi-annual catch up
amortization payments from excess cash flow with a maximum cumulative payable of $4.6 million, with a final balloon payment of all remaining
outstanding debt to be made on the New Ultraco Maturity Date.
Ultraco’s obligations under the New Ultraco Debt Facility are secured by, among other items, a first priority mortgage on 26 vessels owned by the
Guarantors as identified in the New Ultraco Debt Facility and such other vessels that it may from time to time include with the approval of the Lenders (the
“Ultraco Vessels”).
The New Ultraco Debt Facility contains financial covenants requiring the Company, on a consolidated basis excluding Shipco (as defined below)
and any of Shipco’s subsidiaries (each, a “Restricted Subsidiary”) and any of the vessels owned by any Restricted Subsidiary to maintain a minimum
amount of free cash or cash equivalents in an amount not less than the greater of (i) $0.6 million per owned vessel and (ii) 7.5% of the total consolidated
debt of the Company and its subsidiaries, excluding any Restricted Subsidiary, which currently consists of amounts outstanding under the New Ultraco
Debt Facility. The New Ultraco Debt Facility also requires the Company to maintain a liquidity reserve of $0.6 million per Ultraco Vessel in an unblocked
account. Additionally, the New Ultraco Debt Facility requires the Company, on a consolidated basis, excluding any Restricted Subsidiary and the vessels
owned by any Restricted Subsidiary, to maintain (i) a ratio of minimum value adjusted tangible equity to total assets ratio of not less than 0.30:1, (ii) a
consolidated interest coverage ratio of not less than a range varying from 1.50 to 1.00 to 2.50 to 1.00, and (iii) a positive working capital. The New Ultraco
Debt Facility also imposes operating restrictions on Ultraco and the Guarantors. The Company is in compliance with its financial covenants under the New
Ultraco Debt Facility as of December 31, 2020.
Norwegian Bond Debt
On November 28, 2017, Eagle Bulk Shipco LLC, a wholly-owned subsidiary of the Company (“Shipco” or “Issuer”) issued $200.0 million in aggregate
principal amount of 8.25% Senior Secured Bonds (the “Bonds” or the “Norwegian Bond Debt”). After giving effect to an original issue discount of
approximately 1% and deducting offering expenses of $3.1 million, the net proceeds from the issuance of the Bonds are approximately $195.0 million.
These net proceeds from the Bonds, together with the proceeds from the New First Lien Facility and cash on hand, were used to repay all amounts
outstanding including accrued interest under various debt facilities outstanding at that time and to pay expenses associated with the refinancing
transactions. Shipco incurred $1.3 million in other financing costs in connection with the transaction. Interest on the Bonds accrues at a rate of 8.25% per
annum and the Bonds will mature on November 28, 2022. The Norwegian Bond Debt is guaranteed by the Issuer's subsidiaries and secured by mortgages
over 19 vessels (the “Shipco Vessels”), pledges of the equity of the Issuer and its subsidiaries and certain assignments.
The Issuer may redeem some or all of the outstanding Bonds on the terms and conditions and prices set forth in the bond terms. Upon a change of
control of the Company, each holder of the Bonds has the right to require that the Issuer purchase all or some of the Bonds held by such holder at a price
equal to 101% of the nominal amount, plus accrued interest.
F- 28
The Bond Terms contain certain financial covenants that the Issuer’s leverage ratio defined as the ratio of outstanding bond amount and any drawn
amounts under the Super Senior Facility less consolidated cash balance to the aggregate book value of the Shipco Vessels must not exceed 75% and free
liquidity must at all times be at least $12.5 million. The Company is in compliance with its financial covenants as of December 31, 2020.
During the year ended December 31, 2020, the Company sold five vessels, Goldeneye, Skua, Osprey, Hawk and Shrike for combined net proceeds of
$23.2 million. During the years ended December 31, 2019 and 2018, the Company sold five vessels, Kestrel, Thrasher, Condor, Merlin and Thrasher, for
combined net proceeds of $40.4 million. Pursuant to the bond terms governing the Norwegian Bond Debt, the proceeds from the sale of vessels are to be
held in a restricted account to be used for the financing of the acquisition of additional vessels by Shipco and for the partial financing of the scrubbers. As a
result, the Company recorded the proceeds from the sale of these vessels as restricted cash - current in the Consolidated Balance Sheets as of December 31,
2020 and 2019. The proceeds were used to purchase one Ultramax vessel for $20.1 million and partial financing of scrubbers for $23.6 million.
Additionally, the Company paid a deposit of $1.6 million towards purchase of an Ultramax vessel which was delivered during the first quarter of 2021.
New First Lien Facility
On December 8, 2017, Eagle Shipping LLC, a wholly-owned subsidiary of the Company (“Eagle Shipping”) entered into a credit agreement (the “New
First Lien Facility”), which provided for (i) a term loan facility in an aggregate principal amount of up to $60.0 million (the “Term Loan”) and (ii) a
revolving credit facility in an aggregate principal amount of up to $5.0 million (the “Revolving Loan”).
On January 25, 2019, the Company repaid the outstanding balances of the Term Loan and the Revolving Loan together with accrued interest as of
that date and discharged the debt under the New First Lien Facility in full from the proceeds of the New Ultraco Debt Facility. The Company accounted for
the above transaction as a debt extinguishment. As a result, the Company recognized $1.1 million, representing the outstanding balance of debt issuance
costs, as a loss on debt extinguishment in the Consolidated Statement of Operations for the year ended December 31, 2019.
Super Senior Facility
On December 8, 2017, Shipco entered into the Super Senior Facility, which provides for a revolving credit facility in an aggregate amount of up to $15.0
million. The proceeds of the Super Senior Facility are expected to be used (i) to acquire additional vessels or vessel owners and (ii) for general corporate
and working capital purposes of Shipco and its subsidiaries. The Super Senior Facility matures on August 28, 2022. Shipco paid $0.3 million as other
financing costs in connection with the transaction.
As of December 31, 2020, $15.0 million was drawn down to be used for general corporate purposes.
The outstanding borrowings under the Super Senior Facility will bear interest at LIBOR plus 2.00% per annum and commitment fees of 40% of the
applicable margin on the undrawn portion of the facility. For each loan that is requested under the Super Senior Facility, Shipco must repay such loan along
with accrued interest on the last day of each interest period relating to the loan.
Shipco’s obligations under the Super Senior Facility are guaranteed by the limited liability companies that are subsidiaries of Shipco and the legal
and beneficial owners of 19 vessels in the Company’s fleet (the “Eagle Shipco Vessel Owners”), and are secured by, among other things, mortgages over
such vessels. The Super Senior Facility ranks super senior to the Bonds with respect to any proceeds from any enforcement action relating to security or
guarantees for both the Super Senior Facility and the Bonds.
The Super Senior Facility contains certain covenants that limit Shipco’s and its subsidiaries’ ability to do the following: make distributions; carry
out any merger, other business combination, or corporate reorganization; make substantial changes to the general nature of their respective businesses;
incur certain indebtedness; incur liens;
F- 29
make loans or guarantees; make certain investments; transact other than on arm’s-length terms; enter into sale and leaseback transactions; engage in certain
chartering-in of vessels; or dispose of shares of Eagle Shipco Vessel Owners. Additionally, Shipco’s leverage ratio must not exceed 75% and its and its
subsidiaries’ free liquidity must at all times be at least $12.5 million. Also, the total commitments under the Super Senior Facility will be cancelled if (i) at
any time the aggregate market value of the security vessels for the Super Senior Facility is less than 300% of the total commitments under the Super Senior
Facility or (ii) if Shipco or any of its subsidiaries redeems or otherwise repays the Bonds so that less than $100.0 million is outstanding under the Bond
Terms. Shipco is in compliance with its financial covenants as of December 31, 2020.
The Super Senior Facility also contains certain events of default customary for transactions of this type.
Original Ultraco Debt Facility
On June 28, 2017, Ultraco, a wholly-owned subsidiary of the Company, entered into a credit agreement (the “Original Ultraco Debt Facility”) which was
repaid in full from the proceeds of the New Ultraco Debt Facility on January 25, 2019. The Company accounted for the above transaction as a debt
extinguishment. As a result, the Company recognized $1.2 million representing the outstanding balance of debt issuance costs as a loss on debt
extinguishment in the Consolidated Statement of Operations for the year ended December 31, 2019.
Interest rates
2020
For the year ended December 31, 2020, the interest rate on the Convertible Bond Debt was 5.00%. The weighted average effective interest rate
including the amortization of debt discount and debt issuance costs for the year was 10.14%.
For the year ended December 31, 2020, the interest rate on the New Ultraco Debt Facility ranged from 2.73% to 4.68% including a margin over
LIBOR applicable under the terms of the New Ultraco Debt Facility and commitment fees of 40% of the margin on the undrawn portion of the revolver
credit facility of the New Ultraco Debt Facility. The weighted average effective interest rate including the amortization of debt discount and debt issuance
costs for the year was 3.98%.
For the year ended December 31, 2020, the interest rate on the Norwegian Bond Debt was 8.25%. The weighted average effective interest rate
including the amortization of debt discount and debt issuance costs for the year was 8.75%.
For the year ended December 31, 2020, the interest rate on our outstanding debt under the Super Senior Facility ranged between 2.24% and
2.89%. The weighted average effective interest rate including the amortization of debt issuance costs for the year was 3.00%. Additionally, we pay
commitment fees of 40% of the margin on the undrawn portion of the Super Senior Revolver Facility.
2019
For the year ended December 31, 2019, the interest rate on the New First Lien Facility, which was repaid on January 25, 2019, ranged from 5.89%
to 6.01% including a margin over LIBOR applicable under the terms of the New First Lien Facility and commitment fees of 40% of the margin on the
undrawn portion of the revolver credit facility of the New First Lien Facility. The weighted average effective interest rate including the amortization of debt
discount and debt issuance costs for the year was 6.45%.
For the year ended December 31, 2019, the interest rate on the Original Ultraco Debt Facility, which was repaid on January 25, 2019, was 5.28%
including a margin over LIBOR and commitment fees of 40% of the margin on the undrawn portion of the facility. The weighted average effective interest
rate for the year was 6.80%.
F- 30
For the year ended December 31, 2019, the interest rate on the Convertible Bond Debt was 5.00%. The weighted average effective interest rate
including the amortization of debt discount and debt issuance costs for the year was 10.14%.
For the year ended December 31, 2019, the interest rate on the Norwegian Bond Debt was 8.25%. The weighted average effective interest rate including
the amortization of debt discount and debt issuance costs for the year was 9.04%.
For the year ended December 31, 2019, the interest rate on the New Ultraco Debt Facility ranged from 4.51% to 5.26% including a margin over
LIBOR applicable under the terms of the New Ultraco Debt Facility and commitment fees of 40% of the margin on the undrawn portion of the revolver
credit facility of the New Ultraco Debt Facility. The weighted average effective interest rate including the amortization of debt discount and debt issuance
costs for the year was 4.54%.
2018
For the year ended December 31, 2018, the interest rate on the Norwegian Bond Debt was 8.25%. The weighted average effective interest rate
including the amortization of debt discount and debt issuance costs for the year was 8.91%.
The interest rates on the Original Ultraco Debt Facility ranged from 4.64% to 5.76% including a margin over LIBOR and commitment fees of
40% of the margin on the undrawn portion of the facility. The weighted average effective interest rate for the year was 5.58%.
The interest rates on the New First Lien Facility ranged from 4.91% to 5.89% including a margin over LIBOR and commitment fees of 40% of the
margin on the undrawn portion of the revolver credit facility of the New First Lien Facility. The weighted average effective interest rate including the
amortization of debt discount and debt issuance costs for the year was 6.12%.
Interest expense consisted of:
Amortization of debt discount and debt issuance costs
Convertible Bond Debt interest
Original Ultraco Debt Facility interest
Norwegian Bond Debt interest
New Ultraco Debt Facility interest
New First Lien Facility interest
Super Senior Facility interest
Commitment fees on revolver facilities
Total Interest expense
$
$
December 31, 2020
For the Years Ended
December 31, 2019
December 31, 2018
6,272,309 $
5,737,650
—
15,298,250
7,612,342
—
215,804
256,268
35,392,623 $
3,783,939 $
2,377,550
362,257
15,930,750
7,172,442
293,545
—
657,006
30,577,489 $
1,913,651
—
3,774,309
16,424,449
—
3,509,790
—
121,332
25,743,531
Scheduled Debt Maturities
The following table presents the scheduled maturities of principal amounts of our debt obligations for the next five years.
F- 31
Norwegian Bond Debt
Super Senior Facility
New Ultraco Debt
Facility
Convertible Bond
Debt
(1)
Total
2021
2022
2023
2024
$
$
8,000,000 $
172,000,000
—
—
— $
15,000,000
—
—
180,000,000 $
15,000,000 $
31,244,297 $
31,244,297
31,244,297
72,696,703
166,429,594 $
—
—
—
114,120,000
114,120,000
$
$
39,244,297
218,244,297
31,244,297
186,816,703
475,549,594
(1) This amount represents the total amount of the Convertible Bond Debt that would be paid in cash at the election of the Company upon maturity.
Note 7. Derivative Instruments and Fair Value Measurements
Interest rate swaps
On March 31, 2020, the Company entered into an IRS to effectively convert a portion of its debt under the New Ultraco Debt Facility from a
floating to a fixed-rate basis. The Company entered into two additional IRS agreements during the second quarter of 2020 to convert the remaining portion
of its outstanding debt under the New Ultraco Debt Facility excluding the revolver facility. The IRS was designated and qualified as a cash flow hedge. The
Company uses the IRS for the management of interest rate risk exposure, as the IRS effectively converts a portion of the Company’s debt from a floating to
a fixed rate. The IRS is an agreement between the Company and counterparties to pay, in the future, a fixed-rate payment in exchange for the counterparties
paying the Company a variable payment. The amount of the net payment obligation is based on the notional amount of the IRS and the prevailing market
interest rates. The Company may terminate the IRS prior to their expiration dates, at which point a realized gain or loss would be recognized. The value of
the Company’s commitment would increase or decrease based primarily on the extent to which interest rates move against the rate fixed for each swap.
Tabular disclosure of derivatives location
The following table summarizes the interest rate swaps in place as of December 31, 2020 and December 31, 2019.
Trade date
Fixed rate
Start date
End date
December 31, 2020
December 31, 2019
Interest Rate Swap detail
Notional Amount outstanding
March 31, 2020
April 15, 2020
June 25, 2020
0.64 %
0.58 %
0.50 %
July 27, 2020
July 27, 2020
July 27, 2020
January 26, 2024 $
January 26, 2024
January 26, 2024
$
72,452,297 $
36,226,149
57,751,148
166,429,594 $
—
—
—
—
Under these swap contracts, exclusive of applicable margins, the Company will pay fixed rate interest and receive floating-rate interest amounts based on
three-month LIBOR settings.
The Company records the fair value of the interest rate swap as an asset or liability on its balance sheet. The effective portion of the swap is recorded in
accumulated other comprehensive loss. As of December 31, 2020, the effective portion of the swap recorded in accumulated comprehensive loss was $1.1
million. The estimated loss that is currently recorded in accumulated other comprehensive loss as of December 31, 2020 that is expected to be reclassified
into earnings within the next twelve months is $0.6 million. No portion of the cash flow hedges was ineffective during the year ended December 31, 2020.
F- 32
The effect of derivative instruments on the Statements of Operations for the years ended December 31, 2020 and 2019 is below:
Derivatives designated as hedging
instruments
Location of loss in Statements of
Operations
Effective portion of loss reclassified from Accumulated other
Comprehensive loss
For the Years Ended
December 31, 2020
December 30, 2019
Interest rate swaps
Interest expense
$
110,945
—
The following table shows the interest rate swap liabilities as of December 31, 2020 and 2019:
Derivatives designated as
hedging instruments
Balance Sheet location
December 31, 2020
December 31, 2019
Interest rate swap
Fair value of derivatives - current
Interest rate swap
Fair value of derivatives - noncurrent
$
$
481,791 $
650,607 $
—
—
Forward freight agreements and bunker swaps
The Company trades in forward freight agreements (“FFAs”) and bunker swaps, with the objective of utilizing this market as economic hedging
instruments that reduce the risk of specific vessels to changes in the freight market. The Company’s FFAs and bunker swaps have not qualified for hedge
accounting treatment. As such, unrealized and realized gains are recognized as a component of other expense in the Consolidated Statement of Operations
and Other current assets and Fair value of derivatives in the Consolidated Balance Sheets. Derivatives are considered to be Level 2 instruments in the fair
value hierarchy.
For our bunker swaps, the Company may enter into master netting, collateral and offset agreements with counterparties. As of December 31, 2020,
the Company has International Swaps and Derivatives Association (“ISDA”) agreements with two applicable banks and financial institutions which contain
netting provisions. In addition to a master agreement with the Company supported by a primary parent guarantee on either side, the Company also has
associated credit support agreements in place with the two counterparties which, among other things, provide the circumstances under which either party is
required to post eligible collateral, when the market value of transactions covered by these agreements exceeds specified thresholds. The Company does not
anticipate non-performance by any of the counterparties. As of December 31, 2020, no collateral had been received or pledged related to these bunker
swaps.
As of December 31, 2020, the Company had outstanding bunker swap agreements to purchase 10,350 metric tons of low sulphur fuel oil with
prices ranging between $186 and $524 per metric ton, that are expiring on December 31, 2021.
As of December 31, 2020, the Company did not have any open FFAs.
The effect of non-designated derivative instruments on the Consolidated Statements of Operations:
F- 33
Derivatives not designated as hedging
instruments
FFAs - realized loss/(gain)
FFAs - unrealized loss
Bunker swaps - realized (gain)/loss
Bunker swaps - unrealized gain
Total
Location of (gain)/loss recognized
Realized and unrealized loss/(gain) on
derivative instruments, net
Realized and unrealized loss/(gain) on
derivative instruments, net
Realized and unrealized loss/(gain) on
derivative instruments, net
Realized and unrealized loss/(gain) on
derivative instruments, net
Derivatives not designated as hedging
instruments
FFAs - Unrealized gain
Bunker Swaps - Unrealized loss
Bunker Swaps - Unrealized gain
Cash Collateral Disclosures
Balance Sheet Location
Other current assets
Fair value of derivatives
Other current assets
For the Years Ended
December 31, 2020
December 31, 2019
3,822,049 $
711,708
(8,347,947)
(1,012,584)
(4,826,774) $
(402,129)
292,527
528,361
(269,127)
149,632
Fair value of derivatives
December 31, 2020
December 31, 2019
— $
—
352,399
475,650
756,229
96,043
$
$
$
The Company does not offset fair value amounts recognized for derivatives by the right to reclaim cash collateral or the obligation to return cash
collateral. The amount of collateral to be posted is defined in the terms of respective master agreement executed with counterparties or exchanges and is
required when agreed upon threshold limits are exceeded. As of December 31, 2020 and December 31, 2019, the Company posted cash collateral related to
derivative instruments under its collateral security arrangements of $0.1 million and $0.6 million, respectively, which is recorded within Other current
assets in the consolidated balance sheets.
Fair Value Measurements
The following methods and assumptions were used to estimate the fair value of each class of financial instrument:
Cash, cash equivalents and restricted cash—the carrying amounts reported in the consolidated balance sheets for interest-bearing deposits approximate
their fair value due to their short-term nature thereof.
Debt—the carrying values approximates fair values for bonds issued under the Norwegian Bond Debt and Convertible Bond Debt, which are traded on the
Oslo Stock Exchange and NASDAQ, respectively. The carrying amounts of our term loan borrowing under the New Ultraco Debt Facility and the
revolving credit arrangement under the Super Senior Facility approximate their fair value, due to their variable interest rates.
The Company defines fair value, establishes a framework for measuring fair value and provides disclosures about fair value measurements. The fair value
hierarchy for disclosure of fair value measurements is as follows:
Level 1 – Quoted prices in active markets for identical assets or liabilities. Our Level 1 non-derivatives include cash, money-market accounts and restricted
cash accounts.
Level 2 – Quoted prices for similar assets and liabilities in active markets or inputs that are observable. Our Level 2 non-derivatives include our short-term
investments and debt balances under the Convertible Bond Debt, Norwegian
F- 34
Bond Debt, Super Senior Facility, and the New Ultraco Debt Facility. Freight forward agreements, bunker swaps and interest rate swaps are considered to
be a Level 2 item as the Company, using the income approach to value the derivatives, uses observable Level 2 market inputs at measurement date and
standard valuation techniques to convert future amounts to a single present amount assuming that participants are motivated, but not compelled to transact.
Level 3 – Inputs that are unobservable (for example cash flow modeling inputs based on assumptions).
Assets and liabilities measured at fair value:
December 31, 2020
Assets
Cash and cash equivalents
Liabilities
Norwegian Bond Debt
New Ultraco Debt Facility
Super Senior Facility
Convertible Bond Debt
(4)
(2)
(3)
(1)
(3)
December 31, 2019
Assets
Cash and cash equivalents
Liabilities
Norwegian Bond Debt
New Ultraco Debt Facility
Convertible Bond Debt
(2)
(1)
(3)
Carrying Value
(5)
Level 1
Level 2
Fair Value
$
88,848,771 $
88,848,771 $
—
180,000,000
166,429,594
15,000,000
114,120,000
173,250,000
166,429,594
15,000,000
92,748,748
—
—
—
—
Fair Value
Carrying Value
(5)
Level 1
Level 2
$
59,130,285 $
59,130,285 $
—
188,000,000
172,613,988
114,120,000
—
—
—
192,626,680
172,613,988
118,844,868
Includes restricted cash (current and non-current) of $18.9 million at December 31, 2020 and $5.5 million at December 31, 2019.
(1)
(2) The fair value of the bonds is based on the last trade on December 14, 2020 and December 21, 2019 on Bloomberg.com.
(3) The fair value of the liabilities is based on the required repayment to the lenders if the debt was discharged in full on December 31, 2020
(4) The fair value of the Convertible Bond Debt is based on the last trade on December 21, 2020 and the last trade on November 21, 2019 on
Bloomberg.com
(5) The outstanding debt balances represent the face value of the debt excluding debt discount and debt issuance costs.
Note 8. Commitments and Contingencies
Legal Proceedings
The Company is involved in legal proceedings and may become involved in other legal matters arising in the ordinary course of its business. The
Company evaluates these legal matters on a case-by-case basis to make a
F- 35
determination as to the impact, if any, on its business, liquidity, results of operations, financial condition or cash flows.
We have not been involved in any legal proceedings which we believe may have, or have had, a significant effect on our business, financial
position, results of operations or liquidity, nor are we aware of any proceedings that are pending or threatened which we believe may have a significant
effect on our business, financial position, and results of operations or liquidity. From time to time, we may be subject to legal proceedings and claims in the
ordinary course of business, principally personal injury and property casualty claims. We expect that these claims would be covered by insurance, subject
to customary deductibles. Those claims, even if lacking merit, could result in the expenditure of significant financial and managerial resources.
Note 9. Net (loss)/income per Common Share
The computation of basic net (loss)/income per share is based on the weighted average number of common shares outstanding for the years ended
December 31, 2020, 2019 and 2018. As of December 31, 2020 and 2019, the Company had 3,040,540 outstanding warrants convertible to 21,718 shares of
the Company's common stock with an exercise price of $3,894.80 per share. The warrants have a 7 year term and will expire on October 15, 2021. Diluted
net (loss)/income per share gives effect to stock awards, stock options and restricted stock units using the treasury stock method, unless the impact is anti-
dilutive.
Diluted net loss per share for the year ended December 31, 2020 does not include 218,013 stock awards, 325,591 stock options and outstanding warrants
convertible to 21,718 shares of common stock as their effect was anti-dilutive. Additionally, the Convertible Bond Debt is not considered a participating
security and therefore not included in the computation of Basic net loss per share for the year ended December 31, 2020. The Company determined that it
does not overcome the presumption of share settlement of outstanding debt and therefore the Company applied the if-converted method and did not include
the potential shares to be issued upon conversion of Convertible Bond Debt in the calculation of Diluted net loss per share for the year ended December 31,
2020 as their effect was anti-dilutive.
Diluted net loss per share for the year ended December 31, 2019 does not include 222,786 stock awards, 326,399 stock options and outstanding
warrants convertible to 21,718 shares of common stock as their effect was anti-dilutive. Additionally, the Convertible Bond Debt is not considered a
participating security and therefore not included in the computation of Basic net loss per share for the year ended December 31, 2019. The Company
determined that it does not overcome the presumption of share settlement of outstanding debt and therefore the Company applied the if-converted method
and did not include the potential shares to be issued upon conversion of Convertible Bond Debt in the calculation of Diluted net loss per share for the year
ended December 31, 2019 as their effect was anti-dilutive.
Diluted net income per share for the year ended December 31, 2018 does not include 98 unvested stock awards, 49,803 stock options and outstanding
warrants convertible to 21,718 shares of common stock as their effect was anti-dilutive.
Net (loss)/income
Weighted Average Shares - Basic *
Dilutive effect of stock options, warrants and restricted stock units *
Weighted Average Shares - Diluted *
Basic net (loss)/income per share *
Diluted net (loss)/income per share *
December 31, 2020
For the Years Ended
December 31, 2019
December 31, 2018
$
$
$
(35,063,468)
10,310,246
—
10,310,246
(3.40)
(3.40)
$
$
$
(21,697,115)
10,195,088
—
10,195,088
(2.13)
(2.13)
$
$
$
12,574,684
10,095,030
162,423
10,257,453
1.25
1.23
F- 36
* Adjusted to give effect for the 1-for-7 Reverse Stock Split that became effective on September 15, 2020. See Note 1.
Note 10. Stock Incentive Plans
As a result of the Reverse Stock Split, proportional adjustments were made to the Company's issued and outstanding common stock and to its
common stock underlying stock options and other common stock-based equity grants outstanding immediately prior to the effectiveness of the Reverse
Stock Split. No fractional shares were issued in connection with the Reverse Stock Split. All references herein to common stock and per share data
presented in this footnote have been retrospectively adjusted to reflect the Reverse Stock Split.
2014 Management Incentive Plan
On October 15, 2014, in accordance with the Plan of Reorganization, the Company adopted the post-emergence Management Incentive Program (the
“2014 Plan”), which provided for the distribution of New Eagle MIP Primary Equity in the form of shares of New Eagle Common Stock, and New Eagle
MIP Options, to the participating senior management and other employees of the reorganized Company with 2% of the New Eagle Common Stock (on a
fully diluted basis) on the Effective Date, and two tiers of options to acquire 5.5% of the New Eagle Common Stock (on a fully diluted basis) with different
strike prices based on the equity value for the reorganized Company.
During 2019, 7,232 restricted stock awards vested and none were forfeited. There are no outstanding unvested restricted stock awards outstanding as of
December 31, 2020 and 2019.
On November 7, 2016, the Company granted 33,409 shares of restricted common stock and options to purchase 40,000 shares of the Company’s
common stock in connection with the appointment of a new member to the senior management team. The restricted stock and option were not granted
under, but are subject to, the terms of the Company’s 2014 Plan. The details of the grant are below:
Restricted
*
shares
Fair value
on grant
date
Aggregate
fair value
(in millions)
Granted on November 7, 2016
Unvested restricted stock outstanding as of
December 31, 2018 and 2017
Vested during 2019
Cancellations due to settlement of tax liability on
vested shares
Unvested restricted stock outstanding as of
December 31, 2020
33,409 $
29.68 $
29.68 $
33,409 $
(18,022)
(15,387)
1.0
1.0
— $
— $
—
Vesting Terms
100% vesting on third anniversary
date
* Amortization of the above stock awards was calculated using the cliff method of vesting and included in general and administrative expenses.
F- 37
Weighted
Average
Exercise
Price Expiration(years)
Risk free
interest
rate
Options**
Volatility
Dividend %
Fair
Value of
Options
on grant
date
Aggregate
fair value
(in millions)
29.96
5
1.10 %
61 %
— % $
1.91
Expected Term
and vesting
conditions
3.75 years and
25% vesting
annually over
four year term
Granted on November
7, 2016
Vested during 2017
Unvested options
outstanding as of
December 31, 2017
Vested during 2018
Unvested options
outstanding as of
December 31, 2018
Vested during 2019
Unvested options
outstanding as of
December 31, 2019
Vested during 2020
Unvested options
outstanding as of
December 31, 2020
40,000
(10,000)
30,000
(10,000)
20,000
(10,000)
10,000
(10,000)
$
$
$
$
29.96
29.96
29.96
—
$
—
$
$
$
$
$
$
$
$
$
0.53
(0.13)
0.40
(0.13)
0.27
(0.13)
0.14
(0.14)
—
$
$
$
$
$
1.91
1.91
1.91
1.91
—
** The volatility was calculated by comparing the Company’s share price movement since emergence from bankruptcy on October 14, 2014 and its peers’
share price movement for the past five years. The amortization of these stock options was calculated using the graded method of vesting and included in
general and administrative expenses.
There are 40,000 options vested but not exercised and no unvested options as of December 31, 2020. The vested but not exercised options expire at
various dates beginning November 2022 until November 2023 at an exercise price of $29.96 per share.
2016 Equity Compensation Plan
On December 15, 2016, the Company’s shareholders approved the 2016 Equity Compensation Plan (the “2016 Plan”) and the Company registered
764,087 shares of common stock which may be issued under the 2016 Plan. The 2016 Plan replaced the 2014 Plan and no other awards will be granted
under the 2014 Plan. Outstanding awards under the 2014 Plan will continue to be governed by the terms of the 2014 Plan until exercised, expired,
otherwise terminated, or canceled. Under the terms of the 2016 Plan, awards for up to a maximum of 428,571 shares may be granted under the 2016 Plan to
any one employee of the Company and its subsidiaries during any one calendar year, and awards in the form of options and stock appreciation rights for up
to a maximum of 428,571 shares may be granted under the 2016 Plan. The total number of shares of common stock with respect to which awards may be
granted under the 2016 Plan to any non-employee director during any one calendar year shall not exceed 71,428, subject to adjustment as provided in the
2016 Plan. Any Director, officer, employee or consultant of the Company or any of its subsidiaries (including any prospective officer or employee) is
eligible to be designated to participate in the 2016 Plan. The Company withheld shares related to restricted stock awards that vested in 2019 at the fair
market value equivalent to the maximum statutory withholding obligation and remitted that amount in cash to the appropriate taxation authorities. On June
7, 2019, the Company's shareholders approved an amendment and restatement of the 2016 Plan, which increased the number of shares reserved under the
2016 Plan by an additional 357,142 shares to a maximum of 1,121,229 shares of common stock.
F- 38
The following schedule represents outstanding stock awards and options granted under the 2016 Plan:
Weighted Average
Fair value on
grant date
Aggregate
fair value
(in millions)
Unvested restricted stock outstanding as of December 31, 2018
Restricted shares
173,209
Issued during 2019
Vested during 2019
Forfeitures and cancellations due to settlement of tax liability on
vested shares during 2019
Unvested restricted stock outstanding as of December 31, 2019
Issued during 2020
Vested during 2020
Forfeitures and cancellations due to settlement of tax liability on
vested shares during 2020
Unvested restricted stock outstanding as of December 31, 2020
118,484
(41,859)
(27,048)
222,786 $
107,930 $
(65,981) $
(46,722) $
218,013 $
Vesting Terms
33% vesting
annually over
three year term
33% vesting
annually over
three year term
33.60
32.27
34.44
34.37
32.63 $
22.12 $
32.63 $
32.63 $
27.48 $
5.82
3.82
(1.44)
(0.93)
7.27
2.39
(2.15)
(1.52)
5.99
Unvested options outstanding
as of December 31, 2018
Vested and unexercised during
2019
Forfeitures during 2019
Unvested options outstanding
as of December 31, 2019
Vested and unexercised during
2020
Unvested options outstanding
as of December 31, 2020
Weighted
Average
Exercise
Price
Options*
93,119
(66,476)
(643)
26,000
(13,000)
13,000
$
$
$
33.04
38.92
38.92
38.92
38.92
38.92
Expiration
(years)
Risk free
interest rate
Volatility
Dividend %
Fair
Value of
Options
on grant
date
Aggregate fair
value
(in millions)
Expected Term
and Vesting
conditions
19.10
18.20
18.20
(9.10)
9.10
$
$
$
$
$
$
1.75
(1.27)
(0.01)
0.47
(0.24)
0.23
F- 39
There are 272,591 options vested but not exercised as of December 31, 2020 and 13,000 options expected to vest. The Company issues new shares
upon exercise of any vested options. The vested but not exercised options expire at various dates beginning September 2022 until October 2023 at exercise
prices ranging between $29.96 and $38.92 per share.
The stock-based compensation expense for the above stock awards and options under the 2016 Plan and 2014 Plan included in General and
administrative expenses:
Stock awards /stock option plans
Total stock-based compensation expense
$
$
December 31, 2020
For the Years Ended
December 31, 2019
December 31, 2018
3,048,280 $
4,826,324 $
9,207,480
3,048,280 $
4,826,324 $
9,207,480
The future compensation to be recognized for all the grants excluding the grants issued January 2021, for the years ending December 31, 2021, 2022 and
2023 is estimated to be $1.0 million, $0.3 million and $0.0 million, respectively.
Note 11. Employee Benefit Plan
In October 2010, the Company established a safe harbor 401(k) plan, which is available to full-time office employees who meet the plan’s eligibility
requirements. The plan allows participants to contribute to the plan a percentage of pre-tax compensation, but not in excess of the maximum allowed under
the Internal Revenue Code. The Company is matching contributions amounting to 100% of the first 3% and 50% of the next 2% of each employee’s
salary. The matching contribution vests immediately. The Company revised its matching contributions to 100% of the first 6% of each employee's salary
beginning January 1, 2019. The total matching contribution incurred by the Company and included in general and administrative expenses for the years
ended December 31, 2020, 2019 and 2018 was $447,574, $435,142 and $275,674, respectively.
The Company has a discretionary profit sharing contribution program under which employees may receive profit sharing contributions based on the
Company’s annual operating performance. For the years ended December 31, 2020, 2019 and 2018, the Company did not make a profit sharing
contribution.
Note 12. Subsequent events
On January 28, 2021, the Company signed a memorandum of agreement to acquire a high-specification 2017 built scrubber-fitted Ultramax vessel
for $15.0 million cash and a warrant for 212,315 common shares of the Company. The Company paid a deposit of $1.9 million on February 8, 2021. The
vessel, which will be renamed the M/V Rotterdam Eagle is expected to be delivered in the second quarter of 2021.
On February 5, 2021, the Company signed memorandums of agreement to acquire three 2011 built Supramax vessels for $21.2 million cash and a
warrant for 329,583 common shares of the Company. The vessels, which will be renamed the M/V Sankaty Eagle, M/V Newport Eagle, and M/V Montauk
Eagle are expected to be delivered in the first and second quarters of 2021.
On February 19, 2021, the Company granted 93,412 restricted shares as a company-wide grant under the 2016 Plan. The fair value of the grant
based on the closing share price on February 19, 2021 was $2.8 million. The shares will vest in equal installments over a three year term beginning January
2, 2022. Additionally, the Company granted 4,341 shares to its Board of Directors on February 19, 2021. The fair value of the grant based on the closing
share price on February 19, 2021 was $0.1 million. The shares vested immediately.
F- 40
[Exhibit 4.4]
DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE
SECURITIES EXCHANGE ACT OF 1934
The following description of the terms of the capital stock of Eagle Bulk Shipping, Inc. (the "Company," "we," "us" and "our") is
not complete and is qualified in its entirety by reference to our Third Amended and Restated Articles of Incorporation, as
amended (our “Charter”), our Second Amended and Restated Bylaws, as amended (our “Bylaws” and, together with our Charter,
our “Governing Documents”), both of which are exhibits to our Annual Reports on Form 10-K, and the Business Corporations
Act of 1990, as amended, of the Republic of the Marshall Islands (the “BCA”). Our Common Stock (as defined below) is listed
on the Nasdaq Global Select Market under the symbol “EGLE.”
Authorized Capital Stock
Under our Charter, our authorized capital stock consists of 700 million shares of Common Stock, par value $0.01 per share (our
“Common Stock”), and 25 million shares of preferred stock, par value $0.01 per share (the “Preferred Stock” and, together with
Common Stock, “Capital Stock”). There are no shares of Preferred Stock issued and outstanding. All of our shares of stock are in
registered form. Holders of Common Stock do not have conversion, redemption or preemptive rights to subscribe to any of our
securities. The rights, preferences and privileges of holders of Common Stock are subject to the rights of the holders of any
shares of Preferred Stock, which we may issue in the future.
Dividend Rights
Subject to preferences that may be applicable to any outstanding shares of Preferred Stock, if any, holders of shares of Common
Stock are entitled to receive ratably all dividends, if any, declared by our Board out of assets or funds legally available for
dividends.
Voting Rights
Our Governing Documents provide that, except as may otherwise be provided in the Governing Documents (including any
designation relating to any outstanding series of Preferred Stock) or by applicable law, each holder of shares of our Common
Stock, as such, shall be entitled to one vote for each share of our Common Stock held of record by such holder on all matters on
which shareholders generally are entitled to vote. Under our Bylaws, those nominees who, in an election of directors, receive a
plurality of the votes cast by the shareholders present in person or represented by proxy at the meeting and entitled to vote
thereon shall be elected. All other matters properly submitted to a vote of the shareholders shall be decided by the vote of the
holders of a majority of the voting power of the shares entitled to vote thereon present in person or by proxy at the meeting,
unless otherwise provided by law, rule or regulation, including any stock exchange rule or regulation, applicable to the Company.
Under the Charter, holders of our Common Stock are prohibited from having cumulative voting rights.
Liquidation Rights
Upon our liquidation, dissolution or winding up, after payment in full of all amounts required to be paid to creditors and to the
holders of Preferred Stock having liquidation preferences, if any, the holders or our Common Stock will be entitled to receive pro
rata our remaining assets and funds available for distribution.
Preferred Stock
Our Charter authorizes our Board to establish one or more series of Preferred Stock and to determine, with respect to any series
of Preferred Stock, the terms and rights of that series, including:
•the designation of the series;
•the number of shares in the series;
•the designations, preferences and relative, participating, optional or other special rights, if any, and any qualifications,
limitations or restrictions of such series; provided that the total shares of Preferred Stock shall in no event have an
aggregate liquidation preference of more than $300 million; and
•the voting rights, if any, of the holders of the series.
It is not possible to state the actual effect of the authorization and issuance of one or more series of Preferred Stock upon the
rights of holders of Common Stock until our Board determines the specific terms, rights and preferences of a series of Preferred
Stock.
Convertible Notes
In July 2019, the Company issued $114.12 million in aggregate principal amount of 5.00% Convertible Senior Notes due 2024
(the “Convertible Bond Debt”) in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities
Act of 1933, as amended (the “Securities Act”), and to certain non-U.S. persons in offshore transactions outside of the United
States in reliance on Regulation S under the Securities Act, pursuant to an indenture (the “Indenture”), dated as of July 29, 2019,
between the Company and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”). Each holder of Convertible Bond
Debt has the right to convert any portion of the Convertible Bond Debt, provided such portion is of $1,000 or a multiple thereof,
at any time prior to the close of business on the business day immediately preceding the Maturity Date (as defined in the
Indenture). The conversion rate is subject to adjustment upon the occurrence of certain specified corporate events, but will not be
adjusted for any accrued and unpaid interest. As of March 12, 2021, the conversion rate of the Convertible Bond Debt is 25.453
shares of our Common Stock per $1,000 principal amount of Convertible Bond Debt (which is equivalent to a conversion price of
approximately $39.29 per share of our Common Stock).
Upon conversion, the Company will pay or deliver, as the case may be, either cash, shares of Common Stock or a combination of
cash and shares of Common Stock, at the Company’s election, to the holder. However, without first obtaining shareholder
approval in accordance with the listing standards of the Nasdaq Global Select Market, the Company may not issue shares of
Common Stock in excess of 19.9% of Common Stock outstanding at the time the Convertible Bond Debt was initially issued.
Warrants
On October 15, 2014 (the “Effective Date”), the Company issued Warrants (the “2014 Warrants”) for the purchase of an
aggregate amount of 21,718 shares of Common Stock, which number reflects adjustments as a result of reverse stock splits of the
Company subsequent to the Effective Date, pursuant to the terms of a warrant agreement (the “Warrant Agreement”). Each of the
2014 Warrants have a 7-year term, commencing on the Effective Date. The 2014 Warrants are exercisable at an exercise price of
$3,894.80 per share of Common Stock, which exercise price reflects adjustments as a result of reverse stock splits of the
Company subsequent to the Effective Date and is subject to further adjustment as set forth in the Warrant Agreement. The
Warrant Agreement contains customary anti-dilution adjustments in the event of any stock split, reverse stock split, stock
dividend, reclassification, dividend or other distributions (including, but not limited to, cash dividends), or business combination
transaction.
On January 28, 2021, in connection with the acquisition of a vessel, the Company issued a warrant exercisable for 212,315 shares
of Common Stock at a purchase price per share of $0.01 upon the delivery of the vessel. The warrant expires upon the earlier of
(i) the effectiveness deadline, which is the later of (a) the 45 day following the filing of a registration statement with the U.S.
Securities and Exchange Commission (the “Commission”) for the resale of the shares of Common Stock issuable upon exercise
of the warrant and (b) the delivery date of the vessel, and (ii) the termination of the memorandum of agreement relating to the
acquisition of the vessel. The warrant is subject to customary anti-dilution adjustments in the event of any stock split, stock
dividend, reverse stock split or other subdivision, reclassification or similar event involving the Common Stock.
th
On February 14, 2021, in connection with the acquisition of three vessels, the Company issued a warrant exercisable for an
aggregate of 329,583 shares of Common Stock at a purchase price per share of $0.01 upon the delivery of the vessels (with
109,861 of the aggregate amount of 329,583 shares of Common Stock being issued upon delivery of each of the three vessels).
The warrant expires upon the earlier of (i) the effectiveness deadline, which is the later of (a) the 30 day following the filing of a
registration statement with the Commission for the resale of the shares of Common Stock issuable upon exercise of the warrant if
th
the registration is not reviewed by the Commission and the 90 day following the filing of the registration statement if it is
reviewed by the Commission and (b) the final delivery date of the vessels, and (ii) the termination of the memorandum of
agreements relating to the acquisition of the vessels. The warrant is subject to customary anti-dilution adjustments in the event of
any stock split, stock dividend, reverse stock split or other subdivision, reclassification or similar event involving the Common
Stock.
th
Directors
Our directors are elected by a majority of the votes cast by shareholders entitled to vote.
Our Board is elected annually, and each director elected holds office for a one-year term and until his successor shall have been
duly elected and qualified, except in the event of his death, resignation, removal, or the earlier termination of his term of office.
Our Board has the authority to fix the amounts which shall be payable to the members of the Board for attendance at any meeting
or for services rendered to us and for the reimbursement of reasonable and documented expenses.
Shareholder Meetings
Under our Bylaws, annual shareholder meetings will be held at a time and place selected by our Board. The meetings may be
held in or outside of the Marshall Islands. Our Governing Documents provide that, except as otherwise required by law, special
meetings of shareholders may be called at any time only by (i) the lead director (if any), (ii) the chairman of the Board, (iii) the
Board pursuant to a resolution duly adopted by a majority of the board stating the purpose or purposes thereof, or (iv) any one or
more shareholders who beneficially owns, in the aggregate, 15% or more of the aggregate voting power of all then-outstanding
shares of Common Stock and any other class or series of capital stock of the Company entitled to vote generally in the election of
directors. The notice of any such special meeting is to include the purpose or purposes thereof, and the business transacted at the
special meeting is limited to the purpose or purposes stated in the notice (or any supplement thereto). These provisions may
impede the ability of shareholders to bring matters before a special meeting of shareholders. Our Board may set a record date
between 15 and 60 days before the date of any meeting to determine the shareholders that will be eligible to receive notice and
vote at the meeting.
Dissenters’ Rights of Appraisal and Payment
Under the BCA, our shareholders have the right to dissent from various corporate actions, including any merger or consolidation
sale of all or substantially all of our assets not made in the usual course of our business, and receive payment of the fair value of
their shares. In the event of any further amendment of our Charter, a shareholder also has the right to dissent and receive payment
for his or her shares if the amendment alters certain rights in respect of those shares. The dissenting shareholder must follow the
procedures set forth in the BCA to receive payment. In the event that we and any dissenting shareholder fail to agree on a price
for the shares, the BCA procedures involve, among other things, the institution of proceedings in the high court of the Marshall
Islands or in any appropriate court in any jurisdiction in which the Company’s shares are primarily traded on a local or national
securities exchange.
Shareholders’ Derivative Actions
Under the BCA, any of our shareholders may bring an action in our name to procure a judgment in our favor, also known as a
derivative action, provided that the shareholder bringing the action is a holder of Common Stock both at the time the derivative
action is commenced and at the time of the transaction to which the action relates.
Anti-Takeover Provisions
Several provisions of our Governing Documents, which are summarized below, may have anti-takeover effects. These provisions
are intended to avoid costly takeover battles, lessen our vulnerability to a hostile change of control and enhance the ability of our
Board to maximize shareholder value in connection with any unsolicited offer to acquire us. However, these anti-takeover
provisions could also discourage, delay or prevent (1) the merger or acquisition of the Company by means of a tender offer, a
proxy contest or otherwise that a shareholder may consider to be in its best interest and (2) the removal of incumbent officers and
directors.
Election and Removal of Directors
Our Bylaws require parties other than the Board to give advance written notice of nominations for the election of directors. Our
Charter also provides that our directors may only be removed for cause upon the affirmative vote of a majority of the outstanding
shares of our capital stock entitled to vote for the election of directors. Newly created directorships resulting from an increase in
the number of directors and vacancies occurring in our Board for any reason may only be filled by a vote of a majority of the
directors then in office, even if less than a quorum (except that a quorum is required if the vacancy results from an increase in the
number of directors).
Certain Voting Requirements
Our Charter provides that a two-thirds vote is required to amend or repeal certain provisions of our Charter and Bylaws,
including those provisions relating to: the number and election of directors; filling of board vacancies; resignations and removals
of directors; director liability and indemnification of directors; the power of shareholders to call special meetings; advance notice
of director nominations and shareholders proposals; and amendments to our Charter and Bylaws. These supermajority provisions
may discourage, delay or prevent the changes to our Charter or Bylaws.
Advance Notice Requirements for Shareholder Proposals and Director Nominations
Our Bylaws provide that shareholders seeking to nominate candidates for election as directors or to bring business before an
annual meeting of shareholders must provide timely notice of their proposal in writing to the corporate secretary. To be timely, a
shareholder’s notice will have to be received at our principal executive office not less than 60 days nor more than 90 days prior to
the anniversary date of the immediately preceding annual meeting of shareholders; provided, however, that in the event that the
annual meeting is called for a date that is not within 30 days before or after such anniversary date, notice by the shareholder in
order to be timely must be so received not later than the close of business on the 10th day following the day on which such notice
of the date of the annual meeting was mailed or such public disclosure of the date of the annual meeting was made, whichever
occurs first, in order for such notice by a shareholder to be timely. Our Bylaws also specify requirements as to the form and
content of a shareholder’s notice. These advance notice requirements, particularly the 60 to 90 day requirement, may
impede shareholders’ ability to bring matters before an annual meeting of shareholders or make nominations for directors at an
annual meeting of shareholders.
Blank Check Preferred Stock
Under the terms of our Charter, our Board has authority, without any further vote or action by our shareholders, to issue shares of
blank check Preferred Stock; provided that the total shares of blank check Preferred Stock shall in no event have an aggregate
liquidation preference of more than $300 million. Our Board may issue shares of Preferred Stock on terms calculated to
discourage, delay or prevent a change of control of our Company or the removal of our management.
The BCA does not require shareholder approval for any issuance of authorized shares. However, the listing requirements of the
Nasdaq Global Select Market, which will apply so long as our Common Stock is listed on the NASDAQ, require shareholder
approval of certain issuances equal to or exceeding 20% of the then outstanding voting power or then outstanding number of
shares of our Common Stock.
Action by Written Consent
Our Bylaws provide that any action required or permitted to be taken by the shareholders may be effected only at a duly called
annual or special meeting of the shareholders. Except as otherwise mandated by law, the ability of shareholders to consent in
writing to the taking of any action is specifically denied by our Bylaws.
Limitations on Liability and Indemnification of Officers and Directors
The BCA authorizes corporations to limit or eliminate the personal liability of directors and officers to corporations and their
shareholders for monetary damages for breaches of directors’ fiduciary duties. Our Bylaws include a provision that eliminates the
personal liability of directors for monetary damages for actions taken as a director to the fullest extent permitted by law.
Our Bylaws provide that we must indemnify our directors and officers to the fullest extent authorized by law. We are also
expressly authorized to advance certain expenses (including attorneys’ fees) to our directors and offices and carry directors’ and
officers’ insurance providing indemnification for our directors, officers and certain employees for some liabilities. We believe
that these indemnification provisions and insurance are useful to attract and retain qualified directors and executive offices.
The limitation of liability and indemnification provisions in our Governing Documents may discourage shareholders from
bringing a lawsuit against directors for breach of their fiduciary duties. These provisions may also have the effect of reducing the
likelihood of derivative litigation against directors and officers, even though such an action, if successful, might otherwise benefit
us and our shareholders. In addition, our shareholders investment may be adversely affected to the extent we pay the costs of
settlement and damage awards against directors and officers pursuant to these indemnification provisions.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is,
therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the
Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the claim has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
[Exhibit 4.7]
WARRANT
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER ANY STATE OR
FOREIGN SECURITIES LAWS AND THE WARRANT MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED,
HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED.
Warrant Certificate No.: 1
Original Issue Date: January 28, 2021 FOR VALUE RECEIVED, EAGLE BULK SHIPPING INC., a Marshall Islands company
(the “Company”), hereby certifies that Scorpio Bulkers Inc., a Marshall Islands company (the “Holder”) is entitled to purchase
from the Company up to an aggregate of 212,315 duly authorized, validly issued, fully paid and nonassessable shares of Common
Stock at a purchase price per share of $0.01 (the “Exercise Price”), all subject to the terms, conditions and adjustments set forth
below in this Warrant. Certain capitalized terms used herein are defined in Section 1 hereof.
This Warrant has been issued pursuant to the terms of a Memorandum of Agreement dated as of January 28, 2021 (the
“Memorandum of Agreement”), between the Company and the Holder.
1. Definitions. As used in this Warrant, the following terms have the respective meanings set forth below:
“Aggregate Exercise Price” means the product of (i) $0.01 multiplied by (ii) the number of Warrant
Shares.
“Board” means the board of directors of the Company.
“Business Day” means any day, except a Saturday, Sunday or legal holiday, on which banking institutions
in the city of New York are authorized or obligated by law or executive order to close.
“Common Stock” means the common stock, par value $0.01 per share, of the Company, and any capital
stock into which such Common Stock shall have been converted, exchanged or reclassified following the date hereof.
“Company” has the meaning set forth in the preamble.
SK 28055 0001 8732165 v2
“Delivery Date” means the Date of the Delivery (as such term is used in the Memorandum of Agreement)
of the Vessel.
“Effectiveness Deadline” shall have the meaning set forth in Section 2.
“Exercise Date” means, for any given exercise of this Warrant, the date on which the conditions to such
exercise as set forth in Section 3 shall have been satisfied at or prior to 5:00 p.m., New York time, on a Business Day.
“Exercise Notice” has the meaning set forth in Section 3(a)(i).
“Exercise Price” has the meaning set forth in the preamble.
“Expiration Date” has the meaning set forth in Section 2.
“Holder” has the meaning set forth in the preamble.
“Original Issue Date” means, the date on which the Warrant was issued by the Company pursuant to the
Memorandum of Agreement.
“NASDAQ” means the NASDQ Stock Exchange.
“Person” means any individual, sole proprietorship, partnership, limited liability company, corporation,
joint venture, trust, incorporated organization or government or department or agency thereof.
“Registration Statement” means the Securities Act registration statement or an amendment to any
existing Securities Act registration statement to be filed by the
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2
Company registering the Warrant Shares for resale under the Securities Act in accordance with the terms of the
Memorandum of Agreement.
“Securities Act” means the U.S. Securities Act of 1933, as amended.
“Stock Event” has the meaning set forth in Section 6.
“Memorandum of Agreement” has the meaning set forth in the preamble.
“Warrant” means this Warrant and all warrants issued upon division or combination of, or in substitution
for, this Warrant.
“Warrant Shares” means the aggregate shares of Common Stock purchasable upon exercise of this
Warrant in accordance with the terms of this Warrant, which amount shall not exceed an aggregate of 212,315 shares of
Common Stock (subject to adjustment as provided herein).
2. Term of Warrant. Subject to the terms and conditions hereof, the Holder of this Warrant shall exercise this Warrant in full
for the Warrant Shares purchasable hereunder, on the later of (i) the Delivery Date, or, if such day is not a Business Day, on the
next Business Day and (ii) the effectiveness of the Registration Statement. This Warrant shall expire and shall no longer be
exercisable (the “Expiration Date”) upon the earlier of (i) the Effectiveness Deadline and (ii) termination of the Memorandum of
Agreement in accordance with its terms. For purposes of this Section 2, the Effectiveness Deadline shall mean the later of (i) the
45 day following the filing of the Registration Statement with the U.S. Securities and Exchange Commission and (ii) the
Delivery Date.
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3. Exercise of Warrant.
a. Exercise Procedure. This Warrant shall be exercised on the later of (i) the Delivery Date or, if such day is not a
Business Day, on the next Business Day and (ii) the effectiveness of the Registration Statement for the Warrant
Shares, by delivering:
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3
i. an exercise notice, in the form attached hereto (the “Exercise Notice”), completed and duly signed, and
ii. payment to the Company of the Aggregate Exercise Price in accordance with Section 3(b),
provided, however, that if the Registration Statement is not effective on or before the Delivery Date, the Holder shall have
the right, but not the obligation, to exercise this Warrant at any time subsequent to the Delivery Date and prior to the
Expiration Date.
An Exercise Notice shall be delivered on the Delivery Date. The Exercise Notice does not need to be an ink-original,
notarized or contain a medallion guarantee or any other guarantee of any nature. The Holder shall not be required to deliver the
original Warrant in order to effect an exercise hereunder. Execution and delivery of the Exercise Notice shall have the same effect
as cancellation of the original Warrant.
b.
[Reserved].
c. Delivery of Warrant Shares. Upon delivery of an Exercise Notice for the exercise of the Warrant for the Warrant
Shares and payment of the Aggregate Exercise Price (in accordance with Section 3(a) and (b) hereof), the
Company shall deliver (or cause to be delivered) to its transfer agent (the “Transfer Agent”) irrevocable
instructions (the “Irrevocable Instruction Letter”) to issue the Warrant Shares, effective as of the Exercise Date;
provided that if the Company receives the Exercise Notice at or after 4:00 p.m. (local time in New York City) the
Irrevocable Instruction Letter may be delivered to the Transfer Agent on the following Business Day. The stock
certificate or book-entry position so delivered shall be, to the extent possible, in such denomination or
denominations as the Holder shall reasonably request and shall be registered in the name of the Holder. This
Warrant shall be deemed to have been exercised and such certificate or book entry position representing the
Warrant Shares shall be deemed to have been issued, and the Holder shall be deemed to have become a holder of
record of such Warrant Share for all purposes, as of the Exercise Date, subject to the policies and procedures of the
Transfer Agent.
d. Fractional Shares. The Company shall not be required to issue a fractional share of Common Stock upon exercise
of the Warrant.
e. Valid Issuance of Warrant and Warrant Shares. Subject to the terms and conditions of the Memorandum of
Agreement, including the accuracy of the representations and warranties of the Holder contained therein, with
respect to the exercise of this Warrant the Company hereby represents, covenants and agrees:
i. This Warrant is, and any Warrant issued in substitution for or replacement of this Warrant shall be, upon
issuance, duly authorized and validly issued and a valid and binding obligation of the Company.
SK 28055 0001 8732165 v2
4
ii. The Warrant Shares issuable upon the exercise of this Warrant pursuant to the terms hereof shall be, upon
issuance, and the Company shall take all such actions as may be necessary or appropriate in order that such
Warrant Shares are, validly issued, fully paid and non-assessable, issued without violation of any
preemptive or similar rights of any stockholder of the Company and free and clear of all taxes, liens and
charges and registered for resale under the Securities Act at the time such Warrant Shares are issuable
hereunder.
iii. The Company shall take all such actions as may be necessary to ensure that the Warrant Shares are issued
without violation by the Company of any applicable law or governmental regulation or any requirements
of any domestic securities exchange upon which shares of Common Stock may be listed at the time of such
exercise (except for official notice of issuance which shall be immediately delivered by the Company upon
each such issuance).
f. Payment of Taxes. Issuance and delivery of certificates or book entry positions for shares of Common Stock upon
exercise of this Warrant shall be made without charge to the Holder for any transfer agent fee or issue tax or
transfer tax or withholding tax or other incidental tax or expense imposed by the Marshall Islands in respect of the
issuance of such certificates, all such taxes and expenses shall be paid by the Company; provided, however, that
the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the
registration of any certificates for Warrant Shares or Warrants in a name other than that of the Holder or in the
event the Holder elects to change its domicile or jurisdiction of formation subsequent to the original issue date of
the Warrant. The Holder shall be responsible for all other tax liability that may arise as a result of holding or
transferring this Warrant or receiving Warrant Shares upon exercise hereof.
4. Transfer of Warrant. This Warrant and all rights hereunder are non-transferable, in whole or in part, by the Holder. Any
such transfer will be null and void.
5. Holder Not Deemed a Stockholder; Limitations on Liability. Except as otherwise specifically provided herein, prior to the
issuance to the Holder of shares of Common Stock to which the Holder is then entitled to receive upon the due exercise of this
Warrant, the Holder shall not be entitled to vote or receive dividends or be deemed the holder of shares of capital stock of the
Company for any purpose, nor shall anything contained in this Warrant be construed to confer upon the Holder, as such, any of
the rights of a stockholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any
reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice of
meetings, receive dividends or subscription rights, or otherwise. In addition, nothing contained in this Warrant shall be construed
as imposing any liabilities on the Holder to purchase
SK 28055 0001 8732165 v2
5
any securities (upon exercise of this Warrant or otherwise) or as a stockholder of the Company, whether such liabilities are
asserted by the Company or by creditors of the Company.
6. Adjustments for Stock Event. If at any time there shall occur any stock split, stock dividend, reverse stock split or other
subdivision, reclassification or similar event involving the Company’s Common Stock (the “Stock Event”), then the number of
shares of Common Stock remaining issuable upon exercise of this Warrant shall be appropriately adjusted such that the
proportion of the number of shares issuable hereunder to the total number of shares of the Company (on a fully diluted basis)
prior to such Stock Event is equal to the proportion of the number of shares issuable hereunder after such Stock Event to the total
number of shares of the Company (on a fully-diluted basis) after such Stock Event.
7. Replacement on Loss. Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or
mutilation of this Warrant and upon delivery of an indemnity reasonably satisfactory to it (it being understood that a written
indemnification agreement or affidavit of loss of the Holder shall be a sufficient indemnity) and, in case of mutilation, upon
surrender of such Warrant for cancellation to the Company, the Company at its own expense shall execute and deliver to the
Holder, in lieu hereof, a new Warrant of like tenor and exercisable for an equivalent number of Warrant Shares as the Warrant so
lost, stolen, mutilated or destroyed; provided, that, in the case of mutilation, no indemnity shall be required if this Warrant in
identifiable form is surrendered to the Company for cancellation.
8. Compliance with the Securities Act.
Agreement to comply with the Securities Act; Legend. The Holder, by acceptance of this Warrant, agrees to comply in all
respects with the provisions of this Section 8 and the restrictive legend requirements set forth on the face of this Warrant and
further agrees that such Holder shall not offer, sell or otherwise dispose of this Warrant or any Warrant Shares to be issued upon
exercise hereof except under circumstances that will not result in a violation of the Securities Act. This Warrant shall be stamped
or imprinted with a legend in substantially the following form:
“THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAWS AND THE WARRANT MAY NOT
BE OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR
ASSIGNED.”
b. Representations of the Holder. In connection with the issuance of this Warrant, the Holder specifically represents,
as of the date hereof, to the Company by acceptance of this Warrant, as follows:
i. The Holder is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the
Securities Act. The Holder is acquiring this Warrant and the Warrant Shares to be issued upon exercise
SK 28055 0001 8732165 v2
6
hereof for investment for its own account and not with a view towards, or for resale in connection with, the
public sale or distribution of this Warrant or the Warrant Shares, except pursuant to resales registered or
exempted under the Securities Act.
ii. The Holder understands and acknowledges that this Warrant and the Warrant Shares to be issued upon
exercise hereof are “restricted securities” under the federal securities laws inasmuch as they are being
acquired from the Company in a transaction not involving a public offering and that, under such laws and
applicable regulations, such securities may be resold without registration under the Securities Act only in
certain limited circumstances. In addition, the Holder represents that it is familiar with Rule 144 under the
Securities Act, as presently in effect, and understands the resale limitations imposed thereby and by the
Securities Act.
iii. The Holder acknowledges that it can bear the economic and financial risk of its investment for an
indefinite period, and has such knowledge and experience in financial or business matters that it is capable
of evaluating the merits and risks of the investment in the Warrant and the Warrant Shares. The Holder has
had an opportunity to ask questions and receive answers from the Company regarding the terms and
conditions of the offering of the Warrant and the Warrant Shares and the business, properties, prospects and
financial condition of the Company.
9. Warrant Register. The Company shall keep and properly maintain at its principal executive offices books for the
registration of the Warrant. The Company may deem and treat the Person in whose name the Warrant is registered on such
register as the Holder thereof for all purposes, and the Company shall not be affected by any notice to the contrary.
10. Notices. All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in
writing and shall be deemed to have been given: (a) when delivered by hand (with written confirmation of receipt); (b) when
received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by e-mail of
a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next
Business Day if sent after normal business hours of the recipient; or (d) on the third day after the date mailed, by certified or
registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the
addresses indicated below (or at such other address for a party as shall be specified in a notice given in accordance with this
Section 10).
SK 28055 0001 8732165 v2
7
If to the Company:
with a copy to:
If to the Holder:
with a copy to:
E-mail: mmitchell@eagleships.com and
ctsoutsoplides@eagleships.com
Attention: Mike Mitchell and Costa Tsoutsoplides
Akin Gump Strauss Hauer & Feld LLP
E-mail: ajfeld@akingump.com
Attention: Alan J. Feld
E-mail: HBaker@Scorpiogroup.net
Attention: Hugh Baker
Seward & Kissel LLP
E-mail: horton@sewkis.com
Attention: Edward Horton, Esq.
11. Cumulative Remedies. The rights and remedies provided in this Warrant are cumulative and are not exclusive of, and are
in addition to and not in substitution for, any other rights or remedies available at law, in equity or otherwise.
12. Equitable Relief. Each of the Company and the Holder acknowledges that a breach or threatened breach by such party of
any of its obligations under this Warrant would give rise to irreparable harm to the other party hereto for which monetary
damages would not be an adequate remedy and hereby agrees that in the event of a breach or a threatened breach by such party of
any such obligations, the other party hereto shall, in addition to any and all other rights and remedies that may be available to it in
respect of such breach, be entitled to equitable relief, including a restraining order, an injunction, specific performance and any
other relief that may be available from a court of competent jurisdiction.
13. Entire Agreement. This Warrant, together with the Memorandum of Agreement, constitutes the sole and entire agreement
of the parties to this Warrant with respect to the subject matter contained herein, and supersedes all prior and contemporaneous
understandings and agreements, both written and oral, with respect to such subject matter.
14. Successor and Assigns. This Warrant and the rights evidenced hereby shall be binding upon and shall inure to the benefit
of the parties hereto and the successors of the Company and
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8
the successors of the Holder. Such successors of the Holder shall be deemed to be a Holder for all purposes hereunder.
15. No Third-Party Beneficiaries. This Warrant is for the sole benefit of the Company and the Holder and their respective
successors and, in the case of the Holder, permitted assigns and nothing herein, express or implied, is intended to or shall confer
upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever, under or by reason of this
Warrant.
16. Headings. The headings in this Warrant are for reference only and shall not affect the interpretation of this Warrant.
17. Amendment and Modification; Waiver. Except as otherwise provided herein, this Warrant may only be amended,
modified or supplemented by an agreement in writing signed by each party hereto. No waiver by the Company or the Holder of
any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. No waiver
by any party shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such
written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to
exercise, or delay in exercising, any rights, remedy, power or privilege arising from this Warrant shall operate or be construed as
a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or
further exercise thereof or the exercise of any other right, remedy, power or privilege.
18. Severability. If any term or provision of this Warrant is invalid, illegal or unenforceable in any jurisdiction, such
invalidity, illegality or unenforceability shall not affect any other term or provision of this Warrant or invalidate or render
unenforceable such term or provision in any other jurisdiction.
19. Governing Law. This Warrant shall be governed by and construed in accordance with the internal laws of the State of
New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other
jurisdiction) that would cause the application of laws of any jurisdiction other than those of the State of New York.
20. Submission to Jurisdiction. Any legal suit, action or proceeding arising out of or based upon this Warrant or the
transactions contemplated hereby may be instituted in the federal courts of the United States of America or the courts of the State
of New York in each case located in the city of New York and County of Manhattan, and each party irrevocably submits to the
exclusive jurisdiction of such courts in any such suit, action or proceeding. Service of process, summons, notice or other
document by certified or registered mail to such party’s address set forth herein shall be effective service of process for any suit,
action or other proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection to the
laying of venue of any suit, action or any proceeding in such courts and irrevocably waive and agree not to plead or claim in any
such court that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.
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9
21. Waiver of Jury Trial. Each party acknowledges and agrees that any controversy which may arise under this Warrant is
likely to involve complicated and difficult issues and, therefore, each such party irrevocably and unconditionally waives any right
it may have to a trial by jury in respect of any legal action arising out of or relating to this Warrant or the transactions
contemplated hereby.
22. Counterparts. This Warrant may be executed in counterparts, each of which shall be deemed an original, but all of which
together shall be deemed to be one and the same agreement. A signed copy of this Warrant delivered by facsimile, e-mail or other
means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this
Warrant.
23. No Strict Construction. This Warrant shall be construed without regard to any presumption or rule requiring construction
or interpretation against the party drafting an instrument or causing any instrument to be drafted.
[signature page follows]
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10
IN WITNESS WHEREOF, the Company has duly executed this Warrant on the Original Issue Date.
EAGLE BULK SHIPPING INC.
By: /s/ Gary Vogel
Name: Gary Vogel
Title: CEO
Accepted and agreed,
SCORPIO BULKERS INC.
By: /s/ Cameron Mackey
Name: Cameron Mackey
Title: Chief Operating Officer
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11
EXERCISE NOTICE
EAGLE BULK SHIPPING INC.
WARRANT NO. 1 DATED JANUARY 28, 2021
Ladies and Gentlemen:
(1) The undersigned hereby exercises the above-referenced Warrant with respect to 212,315 Warrant Shares in connection with
the delivery of SBI Virgo.
(2) Pursuant to this Exercise Notice, the Company shall deliver to the Holder 212,315 Warrant Shares in accordance with the
terms of the Warrant.
Capitalized terms used herein and not otherwise defined herein have the respective meanings set forth in the Warrant.
HOLDER:
Scorpio Bulkers Inc.
By:
Name:
Title:
SK 28055 0001 8732165 v2
[Exhibit 4.8]
WARRANT
THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER ANY STATE OR
FOREIGN SECURITIES LAWS AND THE WARRANT MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED,
HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED.
Warrant Certificate No.: 1
Original Issue Date: February 14, 2021 FOR VALUE RECEIVED, EAGLE BULK SHIPPING INC., a Marshall Islands
company (the “Company”), hereby certifies that Alterna Core Capital Assets Fund, L.P., a Delaware limited partnership (the
“Holder”) is entitled to purchase from the Company up to an aggregate of 329,583 duly authorized, validly issued, fully paid and
nonassessable shares of Common Stock at a purchase price per share of $0.01 (the “Exercise Price”), all subject to the terms,
conditions and adjustments set forth below in this Warrant. Certain capitalized terms used herein are defined in Section 1 hereof.
This Warrant has been issued pursuant to the terms of the Memorandum of Agreements, each dated as of February 6, 2021
(collectively the “Memorandum of Agreements”), between the Company and the Holder.
1. Definitions. As used in this Warrant, the following terms have the respective meanings set forth below:
Aggregate Warrant Shares” means the aggregate shares of Common Stock purchasable upon exercise of
this Warrant in accordance with the terms of this Warrant, which amount shall not exceed an aggregate of 329,583 shares
of Common Stock (subject to adjustment as provided herein).
“Applicable Delivery Date” means the Date of the Delivery (as such term is used in the applicable
Memorandum of Agreement) of such Vessel.
“Applicable Vessel Delivery Shares” means (i) with respect to the Applicable Delivery Date of the m/v
Cooper 109,861 shares of Common Stock, (ii) with respect to the Applicable Delivery Date of the m/v Texas 109,861
shares of Common Stock, and (iii) with respect to the Applicable Delivery Date of the m/v Wilton 109,861 shares of
Common Stock.
“Aggregate Exercise Price” means the product of (i) $0.01 multiplied by (ii) the number of Applicable
Vessel Delivery Shares.
“Board” means the board of directors of the Company.
“Business Day” means any day, except a Saturday, Sunday or legal holiday, on which banking institutions
in the city of New York are authorized or obligated by law or executive order to close.
“Common Stock” means the common stock, par value $0.01 per share, of the Company, and any capital
stock into which such Common Stock shall have been converted, exchanged or reclassified following the date hereof.
“Commission” has the meaning set forth in Section 2.
“Company” has the meaning set forth in the preamble.
“Effectiveness Deadline” shall have the meaning set forth in Section 2.
“Exercise Date” means, for any given exercise of this Warrant, the date on which the conditions to such
exercise as set forth in Section 3 shall have been satisfied at or prior to 5:00 p.m., New York time, on a Business Day.
“Exercise Notice” has the meaning set forth in Section 3(a)(i).
2
“Exercise Price” has the meaning set forth in the preamble.
“Expiration Date” has the meaning set forth in Section 2.
“Holder” has the meaning set forth in the preamble.
“Original Issue Date” means, the date on which the Warrant was issued by the Company pursuant to the
Memorandum of Agreements.
“NASDAQ” means the NASDQ Stock Exchange.
“Person” means any individual, sole proprietorship, partnership, limited liability company, corporation,
joint venture, trust, incorporated organization or government or department or agency thereof.
“Registration Statement” means the Securities Act registration statement or an amendment to any
existing Securities Act registration statement to be filed by the Company registering the Applicable Vessel Delivery
Shares for resale under the Securities Act in accordance with the terms of the Memorandum of Agreement.
“Securities Act” means the U.S. Securities Act of 1933, as amended.
“Stock Event” has the meaning set forth in Section 6.
“Memorandum of Agreements” has the meaning set forth in the preamble.
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“Warrant” means this Warrant and all warrants issued upon division or combination of, or in substitution
for, this Warrant.
2. Term of Warrant. Subject to the terms and conditions hereof, the Holder of this Warrant shall exercise this Warrant for the
Applicable Vessel Delivery Shares purchasable hereunder, on the later of (i) the Applicable Delivery Date, or, if such day is not a
Business Day, on the next Business Day and (ii) the effectiveness of the Registration Statement. This Warrant shall expire and
shall no longer be exercisable (the “Expiration Date”) upon the earlier of (i) the Effectiveness Deadline and (ii) the termination
of the Memorandum of Agreements in accordance with their terms. For purposes of this Section 2, the “Effectiveness Deadline”
shall mean the later of (i) the 30 day following the filing of the Registration Statement with the U.S. Securities and Exchange
Commission (the “Commission”) if the Registration Statement is not reviewed by the Commission and the 90 day following the
filing of the Registration Statement if the Registration Statement is reviewed by the Commission, and (ii) the final Delivery Date.
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3. Exercise of Warrant.
a. Exercise Procedure. This Warrant shall be exercised for the Applicable Vessel Delivery Shares on the later of (i)
the Applicable Delivery Date or, if such day is not a Business Day, on the next Business Day and (ii) the
effectiveness of the Registration Statement for the Warrant Shares, by delivering:
i. an exercise notice, in the form attached hereto (the “Exercise Notice”), completed and duly signed, and
ii. payment to the Company of the Aggregate Exercise Price in accordance with Section 3(b),
provided, however, that if the Registration Statement is not effective on or before an Applicable Delivery Date, the Holder
shall have the right, but not the obligation, to exercise this Warrant for the Applicable Vessel Delivery Shares, which
shares shall be “restricted securities,” at any time subsequent to such Applicable Delivery Date and prior to the Expiration
Date.
An Exercise Notice shall be delivered on the Applicable Delivery Date. The Exercise Notice does not need to be an ink-
original, notarized or contain a medallion guarantee or any other guarantee of any nature. The Holder shall not be required to
deliver the original Warrant in order to effect an exercise hereunder. Execution and delivery of the final Exercise Notice shall
have the same effect as cancellation of the original Warrant.
4
b. Reserved.
c. Delivery of Warrant Shares. Upon delivery of an Exercise Notice for the exercise of the Warrant for the
Applicable Vessel Delivery Shares and payment of the Aggregate Exercise Price (in accordance with Section 3(a)
hereof), the Company shall deliver (or cause to be delivered) to its transfer agent (the “Transfer Agent”)
irrevocable instructions (the “Irrevocable Instruction Letter”) to issue the Applicable Vessel Delivery Shares,
effective as of the Exercise Date; provided that if the Company receives an Exercise Notice at or after 4:00 p.m.
(local time in New York City) the Irrevocable Instruction Letter may be delivered to the Transfer Agent on the
following Business Day. The stock certificate or book-entry position so delivered shall be, to the extent possible,
in such denomination or denominations as the Holder shall reasonably request and shall be registered in the name
of the Holder. This Warrant shall be deemed to have been exercised for the Applicable Vessel Delivery Shares and
such certificate or book entry position representing Applicable Vessel Delivery Shares shall be deemed to have
been issued, and the Holder shall be deemed to have become a holder of record of such Applicable Vessel
Delivery Shares for all purposes, as of the Exercise Date, subject to the policies and procedures of the Transfer
Agent.
d. Fractional Shares. The Company shall not be required to issue a fractional share of Common Stock upon any
exercise of the Warrant.
e. Valid Issuance of Warrant and Aggregate Warrant Shares. Subject to the terms and conditions of the Memorandum
of Agreements, including the accuracy of the representations and warranties of the Holder contained therein, with
respect to the exercise of this Warrant the Company hereby represents, covenants and agrees:
i. This Warrant is, and any Warrant issued in substitution for or replacement of this Warrant shall be, upon
issuance, duly authorized and validly issued and a valid and binding obligation of the Company.
ii. The Aggregate Warrant Shares issuable upon the exercise of this Warrant pursuant to the terms hereof shall
be, upon issuance, and the Company shall take all such actions as may be necessary or appropriate in order
that
5
such Aggregate Warrant Shares are, validly issued, fully paid and non-assessable, issued without violation
of any preemptive or similar rights of any stockholder of the Company and free and clear of all taxes, liens
and charges and registered for resale under the Securities Act at the time such Aggregate Warrant Shares
are issuable hereunder.
iii. The Company shall take all such actions as may be necessary to ensure that the Aggregate Warrant Shares
are issued without violation by the Company of any applicable law or governmental regulation or any
requirements of any domestic securities exchange upon which shares of Common Stock may be listed at
the time of such exercise (except for official notice of issuance which shall be immediately delivered by
the Company upon each such issuance).
f. Payment of Taxes. Issuance and delivery of certificates or book entry positions for shares of Common Stock upon
exercise of this Warrant shall be made without charge to the Holder for any transfer agent fee or issue tax or
transfer tax or withholding tax or other incidental tax or expense imposed by the Marshall Islands in respect of the
issuance of such certificates, all such taxes and expenses shall be paid by the Company; provided, however, that
the Company shall not be required to pay any tax that may be payable in respect of any transfer involved in the
registration of any certificates for shares of Common Stock issuable upon exercise of the Warrant in a name other
than that of the Holder or in the event the Holder elects to change its domicile or jurisdiction of formation
subsequent to the original issue date of the Warrant. The Holder shall be responsible for all other tax liability that
may arise as a result of holding or transferring this Warrant or receiving shares of Common Stock upon exercise of
the Warrant.
4. Transfer of Warrant. This Warrant and all rights hereunder are non-transferable, in whole or in part, by the Holder. Any
such transfer will be null and void.
5. Holder Not Deemed a Stockholder; Limitations on Liability. Except as otherwise specifically provided herein, prior to the
issuance to the Holder of shares of Common Stock to which the Holder is then entitled to receive upon the any exercise of this
Warrant, the Holder shall not be entitled to vote or receive dividends or be deemed the holder of shares of capital stock of the
Company for any purpose, nor shall anything contained in this Warrant be construed to confer upon the Holder, as such, any of
the rights of a stockholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any
reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice of
meetings, receive dividends or subscription rights, or otherwise. In addition, nothing
6
contained in this Warrant shall be construed as imposing any liabilities on the Holder to purchase any securities (upon exercise of
this Warrant or otherwise) or as a stockholder of the Company, whether such liabilities are asserted by the Company or by
creditors of the Company.
6. Adjustments for Stock Event. If at any time there shall occur any stock split, stock dividend, reverse stock split or other
subdivision, reclassification or similar event involving the Company’s Common Stock (the “Stock Event”), then the number of
shares of Common Stock remaining issuable upon exercise of this Warrant shall be appropriately adjusted such that the
proportion of the number of shares issuable hereunder to the total number of shares of the Company (on a fully diluted basis)
prior to such Stock Event is equal to the proportion of the number of shares issuable hereunder after such Stock Event to the total
number of shares of the Company (on a fully-diluted basis) after such Stock Event.
7. Replacement on Loss. Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or
mutilation of this Warrant and upon delivery of an indemnity reasonably satisfactory to it (it being understood that a written
indemnification agreement or affidavit of loss of the Holder shall be a sufficient indemnity) and, in case of mutilation, upon
surrender of such Warrant for cancellation to the Company, the Company at its own expense shall execute and deliver to the
Holder, in lieu hereof, a new Warrant of like tenor and exercisable for an equivalent number of Aggregate Warrant Shares as the
Warrant so lost, stolen, mutilated or destroyed; provided, that, in the case of mutilation, no indemnity shall be required if this
Warrant in identifiable form is surrendered to the Company for cancellation.
8. Compliance with the Securities Act.
a. Agreement to comply with the Securities Act; Legend. The Holder, by acceptance of this Warrant, agrees to comply in
all respects with the provisions of this Section 8 and the restrictive legend requirements set forth on the face of this
Warrant and further agrees that such Holder shall not offer, sell or otherwise dispose of this Warrant or any Warrant
Shares to be issued upon exercise hereof except under circumstances that will not result in a violation of the Securities
Act. This Warrant shall be stamped or imprinted with a legend in substantially the following form:
“THIS WARRANT AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAWS AND THE WARRANT MAY NOT
BE OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR
ASSIGNED.”
b. Representations of the Holder. In connection with the issuance of this Warrant, the Holder specifically represents,
as of the date hereof, to the Company by acceptance of this Warrant, as follows:
7
i. The Holder is an “accredited investor” as defined in Rule 501(a) of Regulation D promulgated under the
Securities Act. The Holder is acquiring this Warrant and the Aggregate Warrant Shares to be issued upon
exercise hereof for investment for its own account and not with a view towards, or for resale in connection
with, the public sale or distribution of this Warrant or the Aggregate Warrant Shares, except pursuant to
resales registered or exempted under the Securities Act.
ii. The Holder understands and acknowledges that this Warrant and the Aggregate Warrant Shares to be
issued upon exercise hereof are “restricted securities” under the federal securities laws inasmuch as they
are being acquired from the Company in a transaction not involving a public offering and that, under such
laws and applicable regulations, such securities may be resold without registration under the Securities Act
only in certain limited circumstances. In addition, the Holder represents that it is familiar with Rule 144
under the Securities Act, as presently in effect, and understands the resale limitations imposed thereby and
by the Securities Act.
iii. The Holder acknowledges that it can bear the economic and financial risk of its investment for an
indefinite period, and has such knowledge and experience in financial or business matters that it is capable
of evaluating the merits and risks of the investment in the Warrant and the Aggregate Warrant Shares. The
Holder has had an opportunity to ask questions and receive answers from the Company regarding the terms
and conditions of the offering of the Warrant and the Aggregate Warrant Shares and the business,
properties, prospects and financial condition of the Company.
9. Warrant Register. The Company shall keep and properly maintain at its principal executive offices books for the
registration of the Warrant. The Company may deem and treat the Person in whose name the Warrant is registered on such
register as the Holder thereof for all purposes, and the Company shall not be affected by any notice to the contrary.
10. Notices. All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in
writing and shall be deemed to have been given: (a) when delivered by hand (with written confirmation of receipt); (b) when
received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by e-mail of
a PDF document (with confirmation of transmission) if sent during normal business
8
hours of the recipient, and on the next Business Day if sent after normal business hours of the recipient; or (d) on the third day
after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent
to the respective parties at the addresses indicated below (or at such other address for a party as shall be specified in a notice
given in accordance with this Section 10).
If to the Company:
with a copy to:
If to the Holder:
with a copy to:
E-mail: mmitchell@eagleships.com and
ctsoutsoplides@eagleships.com
Attention: Michael J. Mitchell and Costa Tsoutsoplides
Akin Gump Strauss Hauer & Feld LLP
E-mail: ajfeld@akingump.com
Attention: Alan J. Feld
E-mail: eric.press@alternacapital.com
Attention: Eric Press
E-mail: horton@sewkis.com
Attention: Edward S. Horton
11. Cumulative Remedies. The rights and remedies provided in this Warrant are cumulative and are not exclusive of, and are
in addition to and not in substitution for, any other rights or remedies available at law, in equity or otherwise.
12. Equitable Relief. Each of the Company and the Holder acknowledges that a breach or threatened breach by such party of
any of its obligations under this Warrant would give rise to irreparable harm to the other party hereto for which monetary
damages would not be an adequate remedy and hereby agrees that in the event of a breach or a threatened breach by such party of
any such obligations, the other party hereto shall, in addition to any and all other rights and remedies that may be available to it in
respect of such breach, be entitled to equitable relief, including a restraining order, an injunction, specific performance and any
other relief that may be available from a court of competent jurisdiction.
9
13. Entire Agreement. This Warrant, together with the Memorandum of Agreements, constitutes the sole and entire agreement
of the parties to this Warrant with respect to the subject matter contained herein, and supersedes all prior and contemporaneous
understandings and agreements, both written and oral, with respect to such subject matter.
14. Successor and Assigns. This Warrant and the rights evidenced hereby shall be binding upon and shall inure to the benefit
of the parties hereto and the successors of the Company and the successors of the Holder. Such successors of the Holder shall be
deemed to be a Holder for all purposes hereunder.
15. No Third-Party Beneficiaries. This Warrant is for the sole benefit of the Company and the Holder and their respective
successors and, in the case of the Holder, permitted assigns and nothing herein, express or implied, is intended to or shall confer
upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever, under or by reason of this
Warrant.
16. Headings. The headings in this Warrant are for reference only and shall not affect the interpretation of this Warrant.
17. Amendment and Modification; Waiver. Except as otherwise provided herein, this Warrant may only be amended,
modified or supplemented by an agreement in writing signed by each party hereto. No waiver by the Company or the Holder of
any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. No waiver
by any party shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such
written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to
exercise, or delay in exercising, any rights, remedy, power or privilege arising from this Warrant shall operate or be construed as
a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or
further exercise thereof or the exercise of any other right, remedy, power or privilege.
18. Severability. If any term or provision of this Warrant is invalid, illegal or unenforceable in any jurisdiction, such
invalidity, illegality or unenforceability shall not affect any other term or provision of this Warrant or invalidate or render
unenforceable such term or provision in any other jurisdiction.
19. Governing Law. This Warrant shall be governed by and construed in accordance with the internal laws of the State of
New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other
jurisdiction) that would cause the application of laws of any jurisdiction other than those of the State of New York.
20. Submission to Jurisdiction. Any legal suit, action or proceeding arising out of or based upon this Warrant or the
transactions contemplated hereby may be instituted in the federal courts of the United States of America or the courts of the State
of New York in each case located in the city of New York and County of Manhattan, and each party irrevocably submits to the
exclusive jurisdiction of such courts in any such suit, action or proceeding. Service of process, summons,
10
notice or other document by certified or registered mail to such party’s address set forth herein shall be effective service of
process for any suit, action or other proceeding brought in any such court. The parties irrevocably and unconditionally waive any
objection to the laying of venue of any suit, action or any proceeding in such courts and irrevocably waive and agree not to plead
or claim in any such court that any such suit, action or proceeding brought in any such court has been brought in an inconvenient
forum.
21. Waiver of Jury Trial. Each party acknowledges and agrees that any controversy which may arise under this Warrant is
likely to involve complicated and difficult issues and, therefore, each such party irrevocably and unconditionally waives any right
it may have to a trial by jury in respect of any legal action arising out of or relating to this Warrant or the transactions
contemplated hereby.
22. Counterparts. This Warrant may be executed in counterparts, each of which shall be deemed an original, but all of which
together shall be deemed to be one and the same agreement. A signed copy of this Warrant delivered by facsimile, e-mail or other
means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this
Warrant.
23. No Strict Construction. This Warrant shall be construed without regard to any presumption or rule requiring construction
or interpretation against the party drafting an instrument or causing any instrument to be drafted.
[signature page follows]
11
IN WITNESS WHEREOF, the Company has duly executed this Warrant on the Original Issue Date.
EAGLE BULK SHIPPING INC.
By: /s/ Gary Vogel
Name: Gary Vogel
Title: CEO
Accepted and agreed,
Alterna Core Capital Assets Fund, L.P.
By its General Partner, Alterna General Partner LLC
By: /s/ Eric M. Press
Name: Eric M. Press
Title: Managing Member
12
EXERCISE NOTICE
EAGLE BULK SHIPPING INC.
WARRANT NO. 1 DATED FEBRUARY ___, 2021
Ladies and Gentlemen:
(1) The undersigned hereby exercises the above-referenced Warrant with respect to ______ Applicable Vessel Delivery Shares
in connection with the delivery of the m/v ______________.
(2) Pursuant to this Exercise Notice, the Company shall deliver to the Holder ______ Applicable Vessel Delivery Shares in
accordance with the terms of the Warrant.
Capitalized terms used herein and not otherwise defined herein have the respective meanings set forth in the Warrant.
HOLDER:
By:
Name:
Title:
The following is a list of the subsidiaries of Eagle Bulk Shipping Inc. as of March 10, 2021.
EXHIBIT 21.1
Name of Significant Subsidiary
Eagle Shipping LLC
Eagle Bulk Management LLC
Eagle Shipping International (USA) LLC
Eagle Ship Management LLC
Eagle Bulk Pte. Ltd.
Eagle Bulk Holdco LLC
Eagle Bulk Shipco LLC
Eagle Bulk Ultraco LLC
Eagle Bulk Delaware LLC
Eagle Bulk Europe A/S
Avocet Shipping LLC
Bittern Shipping LLC
Canary Shipping LLC
Cape Town Eagle LLC
Cardinal Shipping LLC
Copenhagen Eagle LLC
Crane Shipping LLC
Crested Eagle Shipping LLC
Crowned Eagle Shipping LLC
Dublin Eagle LLC
Egret Shipping LLC
Fairfield Eagle LLC
Gannet Shipping LLC
Golden Eagle Shipping LLC
Goldeneye Shipping LLC
Grebe Shipping LLC
Greenwich Eagle LLC
Groton Eagle LLC
Hamburg Eagle LLC
Hawk Shipping LLC
Helsinki Eagle LLC
Hong Kong Eagle LLC
Ibis Shipping LLC
Imperial Eagle Shipping LLC
Jaeger Shipping LLC
Jay Shipping LLC
Kestrel Shipping LLC
Kingfisher Shipping LLC
Kittiwake Shipping LLC
Madison Eagle LLC
Martin Shipping LLC
Merlin Shipping LLC
Montauk Eagle LLC
Mystic Eagle LLC
Jurisdiction of Incorporation
Marshall Islands
Marshall Islands
Marshall Islands
Delaware
Singapore
Marshall Islands
Marshall Islands
Marshall Islands
Delaware
Denmark
Marshall Islands
Marshall Islands
Marshall Islands
Marshall Islands
Marshall Islands
Marshall Islands
Marshall Islands
Marshall Islands
Marshall Islands
Marshall Islands
Marshall Islands
Marshall Islands
Marshall Islands
Marshall Islands
Marshall Islands
Marshall Islands
Marshall Islands
Marshall Islands
Marshall Islands
Marshall Islands
Marshall Islands
Marshall Islands
Marshall Islands
Marshall Islands
Marshall Islands
Marshall Islands
Marshall Islands
Marshall Islands
Marshall Islands
Marshall Islands
Marshall Islands
Marshall Islands
Marshall Islands
Marshall Islands
New London Eagle LLC
Newport Eagle LLC
Nighthawk Shipping LLC
Oriole Shipping LLC
Oslo Eagle LLC
Osprey Shipping LLC
Owl Shipping LLC
Petrel Shipping LLC
Puffin Shipping LLC
Roadrunner Shipping LLC
Rotterdam Eagle LLC
Rowayton Eagle LLC
Sandpiper Shipping LLC
Sankaty Eagle LLC
Santos Eagle LLC
Shanghai Eagle LLC
Shrike Shipping LLC
Singapore Eagle LLC
Skua Shipping LLC
Southport Eagle LLC
Stamford Eagle LLC
Stellar Eagle Shipping LLC
Stockholm Eagle LLC
Stonington Eagle LLC
Sydney Eagle LLC
Tern Shipping LLC
Thrasher Shipping LLC
Thrush Shipping LLC
Westport Eagle LLC
EXHIBIT 21.1
Marshall Islands
Marshall Islands
Marshall Islands
Marshall Islands
Marshall Islands
Marshall Islands
Marshall Islands
Marshall Islands
Marshall Islands
Marshall Islands
Marshall Islands
Marshall Islands
Marshall Islands
Marshall Islands
Marshall Islands
Marshall Islands
Marshall Islands
Marshall Islands
Marshall Islands
Marshall Islands
Marshall Islands
Marshall Islands
Marshall Islands
Marshall Islands
Marshall Islands
Marshall Islands
Marshall Islands
Marshall Islands
Marshall Islands
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in Registration Statement No. 333-233208 on Form S-3, and Registration Statements Nos. 333-215118 and
333-233203 on Form S-8 of our report dated March 12, 2021, relating to the financial statements of Eagle Bulk Shipping Inc. and the effectiveness of Eagle
Bulk Shipping Inc's internal control over financial reporting appearing in this Annual Report on Form 10-K for the year ended December 31, 2020.
/s/ DELOITTE & TOUCHE LLP
New York, New York
March 12, 2021
Exhibit 23.2
Consent of Counsel
Reference is made to the annual report on Form 10-K of Eagle Bulk Shipping Inc. (the “Company”) for the year ended December 31, 2020 (the
“Annual Report”) and the registration statements on Form S-8 (Registration No. 333-215118 and No. 333-233203) and Form S-3 (Registration No. 333-
233208) of the Company, including the prospectuses contained therein (the “Registration Statements”). We hereby consent to (i) the filing of this letter as
an exhibit to the Annual Report, which is incorporated by reference into the Registration Statements and (ii) each reference to us and the discussions of
advice provided by us in the Annual Report under the section “Item 1. Business-Tax Considerations” and to the incorporation by reference of the same in
the Registration Statements, in each case, without admitting we are “experts” within the meaning of the Securities Act of 1933, as amended, or the rules
and regulations of the U.S. Securities and Exchange Commission promulgated thereunder with respect to any part of the Registration Statements.
/s/ Seward & Kissel LLP
New York, New York
March 12, 2021
Exhibit 31.1
CERTIFICATION OF THE PRINCIPAL EXECUTIVE OFFICER
I, Gary Vogel, certify that:
1. I have reviewed this annual report on Form 10-K of Eagle Bulk Shipping Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for
the registrant and have:
a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which this report is being prepared;
b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles;
c)
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's fourth
fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting; and
5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the
registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal
control over financial reporting.
Date: March 12, 2021
/s/ Gary Vogel
Gary Vogel
Chief Executive Officer
(Principal executive officer of the registrant)
Exhibit 31.2
CERTIFICATION OF THE PRINCIPAL FINANCIAL OFFICER
I, Frank De Costanzo, certify that:
1. I have reviewed this annual report on Form 10-K of Eagle Bulk Shipping Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for
the registrant and have:
a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others
within those entities, particularly during the period in which this report is being prepared;
b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles;
c)
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's fourth
fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting; and
5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the
registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal
control over financial reporting.
Date: March 12, 2021
/s/ Frank De Costanzo
Frank De Costanzo
Chief Financial Officer
(Principal financial officer of the registrant)
Exhibit 32.1
PRINCIPAL EXECUTIVE OFFICER CERTIFICATION
PURSUANT TO 18 U.S.C. SECTION 1350
In connection with the annual report of Eagle Bulk Shipping Inc. (the "Company") on Form 10-K for the year ending December 31, 2020, as filed with
the Securities and Exchange Commission (the "SEC") on or about the date hereof (the "Report"), I, Gary Vogel, Principal Executive Officer of the
Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the
Company.
A signed original of this written statement has been provided to the Company and will be retained by the Company and furnished to the SEC or its staff
upon request.
Date: March 12, 2021
/s/ Gary Vogel
Gary Vogel
Chief Executive Officer
(Principal executive officer of the registrant)
Exhibit 32.2
PRINCIPAL FINANCIAL OFFICER CERTIFICATION
PURSUANT TO 18 U.S.C. SECTION 1350
In connection with the annual report of Eagle Bulk Shipping Inc. (the "Company") on Form 10-K for the year ending December 31, 2020, as filed with
the Securities and Exchange Commission (the "SEC") on or about the date hereof (the "Report"), I, Frank De Costanzo, Principal Financial Officer of the
Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the
Company.
A signed original of this written statement has been provided to the Company and will be retained by the Company and furnished to the SEC or its staff
upon request.
Date: March 12, 2021
/s/ Frank De Costanzo
Frank De Costanzo
Chief Financial Officer
(Principal financial officer of the registrant)