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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2006
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Commission File Number 000-51366
EAGLE BULK SHIPPING INC.
(Exact name of Registrant as specified in its charter)
Republic of the Marshall Islands 98-0453513
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Registrant's Address:
477 Madison Avenue
New York, New York 10022
Registrant's telephone number, including area code: (212) 785-2500
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 [X] NO [__]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check
one):
Large accelerated Filer ____ Accelerated Filer ___ Non-accelerated Filer [X]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).
YES [__] NO [X]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the last practicable date.
Common Stock, par value $0.01 per share 33,150,000 shares
outstanding as of May 9, 2006.
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TABLE OF CONTENTS
Page
PART I INANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Balance Sheets
as of March 31, 2006 (unaudited) and December 31, 2005...... 3
Consolidated Statements of Operations (unaudited)
for the three-months ended March 31, 2006 and for the
period from January 26, 2005
(inception) to March 31, 2005............................... 4
Consolidated Statement of Stockholders' Equity (unaudited)
for the three-months ended March 31, 2006 ..................
Consolidated Statements of Cash Flows (unaudited)
for the three-months ended March 31, 2006 and for the
period from January 26, 2005
(inception) to March 31, 2005...............................
Notes to Consolidated Financial Statements..................
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations....................
Item 3. Quantitative and Qualitative Disclosures about Market Risks.
Item 4. Controls and Procedures.....................................
PART II OTHER INFORMATION
Item 1. Legal Proceedings...........................................
Item 1A. Risk Factors................................................
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Item 3. Defaults upon Senior Securities.............................
Item 4. Submission of Matters to a Vote of Security Holders.........
Item 5. Other Information...........................................
Item 6. Exhibits....................................................
Signatures..................................................
Part 1 : FINANCIAL INFORMATION
Item 1 : Financial Statements
EAGLE BULK SHIPPING INC.
CONSOLIDATED BALANCE SHEETS
March 31, 2006 December 31, 2005
-------------- -----------------
ASSETS: (Unaudited)
Current Assets:
Cash ......................................................... $21,379,146 $24,526,528
Accounts Receivable........................................... 332,239 281,094
Prepaid Charter Revenue....................................... 7,166,000 8,508,000
Prepaid Expenses.............................................. 1,782,835 513,145
------------ ------------
Total Current Assets............................................ 30,660,220 33,828,767
Fixed Assets:
Vessels and Vessel Improvements, at cost, net of Accumulated
Depreciation of $15,081,718 at March 31, 2006 and
$10,384,247 412,884,139 417,581,610
at December 31, 2005....................................
Restricted Cash.................................................. 6,624,616 6,624,616
Deferred Drydock Costs, net of Accumulated Amortization of
$150,091 at March 31, 2006, and $27,980 at December 31, 2005.... 1,736,064 393,702
Deferred Financing Costs, net of Accumulated Amortization of
$131,015 at March 31, 2006 and $98,065 at December 31, 2005..... 1,236,789 1,268,209
Other Assets .................................................... 4,664,130 2,647,077
------------ ------------
Total Assets..................................................... $457,805,958 $462,343,981
LIABILITIES & STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts Payable.................................................. $3,273,454 $1,861,145
Accrued Interest.................................................. 521,906 514,631
Other Accrued Liabilities......................................... 383,342 424,669
Deferred Revenue.................................................. 901,000 1,306,000
Unearned Charter Hire Revenue..................................... 2,266,502 2,444,522
------------ ------------
Total Current Liabilities....................................... 7,346,204 6,550,967
Long-term Debt................................................... 140,000,000 140,000,000
------------ ------------
Total Liabilities................................................ 147,346,204 146,550,967
Commitment and Contingencies
Stockholders' Equity:
Preferred Stock, $.01 par value, 25,000,000 shares authorized,
none issued..................................................... - -
Common stock, $.01 par value, 100,000,000 shares authorized,
33,150,000 shares issued and outstanding........................ 331,500 331,500
Additional Paid-In Capital........................................ 321,574,723 320,822,037
Retained Earnings (net of cumulative Dividends declared of
$33,556,500 at March 31, 2006 and $14,661,000 at December 31, (16,110,599) (8,007,600)
2005)...........................................................
Accumulated Other Comprehensive Income............................ 4,664,130 2,647,077
------------ ------------
Total Stockholders' Equity...................................... 310,459,754 315,793,014
------------ ------------
Total Liabilities and Stockholders' Equity....................... $457,805,958 $462,343,981
The accompanying notes are an integral part of these Consolidated Financial
Statements.
EAGLE BULK SHIPPING INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
Period from
Three Months January 26, 2005
ended (inception) to
March 31, 2006 March 31, 2005
-------------- --------------
Revenues, net of commissions..................$23,790,052 $-
Vessel Expenses............................... 4,704,997 49,210
Depreciation and Amortization................. 4,819,582 -
General and Administrative Expenses........... 985,479 757,003
Non-cash Compensation Expense................. 752,686 -
------------ ------------
Total Operating Expenses................... 11,262,744 806,213
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Operating Income/(Loss)....................... 12,527,308 (806,213)
Interest Expense.............................. 2,066,351 -
Interest Income............................... (331,544) -
------------ ------------
Net Interest Expense....................... 1,734,807 -
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Net Income/(Loss)............................. 10,792,501 $ (806,213)
Weighted Average Shares Outstanding :
Basic......................................... 33,150,000 12,750,000
Diluted....................................... 33,150,106 12,750,000
Per Share Amounts:
Basic Net Income/(Loss)....................... $ 0.33 $ (0.06)
Diluted Net Income/(Loss)..................... $ 0.33 $ (0.06)
Cash dividends declared and paid.............. $ 0.57 -
The accompanying notes are an integral part of these Consolidated Financial
Statements.
EAGLE BULK SHIPPING INC.
CONSOLIDATED STATEMENT OF STOCKHOLDER'S EQUITY
FOR THE THREE-MONTHS ENDED MARCH 31, 2006
Retained Earings
----------------
Total
Additional Other Stock-
Common Paid-In Cash Accumulated Comprehensive holders'
Shares Shares Capital Net Income Dividends Deficit Income Equity
------ ------ ------- ---------- --------- ------- ------ ------
Balance at December 31,
2005......................33,150,000 $331,500 $320,822,037 $6,653,400 $(14,661,000) $(8,007,600) $2,647,077 $315,793,014
Comprehensive Income :
Net Income................ - - - 10,792,501 - 10,792,501 - 10,792,501
Net Unrealized gains
on derivatives........... - - - - - - 2,017,053 2,017,053
Comprehensive Income ........ - - - - - - - 12,809,554
Cash Dividends............... - - - - (18,895,500) (18,895,500) - (18,895,500)
Non-cash Compensation........ - - 752,686 - - - - 752,686
Balance at March 31, 2006....33,150,000 $331,500 $321,574,723 $17,445,901 $(33,556,500) $(16,110,599) $4,664,130 $310,459,754
The accompanying notes are an integral part of these Consolidated Financial
Statements.
EAGLE BULK SHIPPING INC. CONSOLIDATED STATEMENT OF CASH FLOWS
Period from
Three Months January 26, 2005
ended (inception) to
March 31, 2006 March 31, 2005
-------------- --------------
Cash Flows from Operating Activities
Net Income........................................... $10,792,501 $(806,213)
Adjustments to Reconcile Net Income to Net Cash
provided by Operating Activities:
Items included in net income not affecting cash
flows:
Depreciation.......................................... 4,697,471 -
Amortization of Deferred Drydocking Costs............. 122,111 -
Amortization of Deferred Financing Costs ............. 32,950 -
Amortization of Prepaid and Deferred Charter Revenue.. 937,000 -
Non-cash Compensation Expense......................... 752,686 -
Changes in Operating Assets and Liabilities:
Accounts Receivable................................... (51,145) -
Prepaid Expenses...................................... (1,269,690) (19,124)
Accounts Payable...................................... 1,412,309 237,717
Accrued Interest...................................... 7,275 -
Accrued Expenses...................................... (41,327) 500,526
Drydocking Expenses................................... (1,464,473) -
Unearned Charter Hire Revenue......................... (178,020) -
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Net Cash Provided by/(Used in) Operating Activities.. 15,749,648 (87,094)
Cash Flows from Investing Activities
Advances for Vessel Deposits.......................... - (36,518,100)
--------------- ---------------
Net Cash Used in Investing Activities................ - (36,518,100)
Cash Flows from Financing Activities
Issuance of Common Stock.............................. - 40,822,278
Deferred Financing Costs.............................. (1,530) (30,000)
Cash Dividend......................................... (18,895,500) -
Net Cash (Used in)/ Provided by Financing Activities. (18,897,030) 40,792,278
Net (Decrease)/Increase in Cash...................... (3,147,382) 4,187,084
Cash at Beginning of Period.......................... 24,526,528 -
--------------- ---------------
Cash at End of Period................................ $21,379,146 $ 4,187,084
Supplemental Cash Flow Information:
Cash paid during the period for Interest (including $2,025,940 $ -
Fees)...............................................
The accompanying notes are an integral part of these Consolidated Financial
Statements.
EAGLE BULK SHIPPING INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Note 1. Basis of Presentation and General Information
The accompanying unaudited interim consolidated financial statements
include the accounts of Eagle Bulk Shipping Inc. and its wholly-owned
subsidiaries (collectively, the "Company"). The Company is engaged in the ocean
transportation of dry bulk cargoes worldwide through the ownership and operation
of dry bulk vessels. The Company's fleet is comprised of Handymax bulk carriers
and the Company operates its business in one business segment.
The Company is a holding company incorporated on March 23, 2005, under the
laws of the Republic of the Marshall Islands. Following incorporation, the
Company merged with Eagle Holdings LLC, a Marshall Islands limited liability
company formed on January 26, 2005, and became a wholly-owned subsidiary of
Eagle Ventures LLC, a Marshall Islands limited liability company. Eagle Ventures
LLC is owned by Kelso Investments Associates VII, L.P. and KEP VI, LLC, both
affiliates of Kelso & Company, L.P. ("Kelso"), members of management, a
director, and outside investors. The merger was accounted for as a
reorganization of entities under common control. Eagle Ventures LLC currently
owns approximately 37.5% of the Company's outstanding common stock. Eagle
Ventures LLC is 85.9% owned by affiliates of Kelso.
The Company is the sole owner of all of the outstanding shares of the
Marshall Island incorporated wholly-owned subsidiaries listed below. The primary
activity of each of these subsidiaries is the ownership of a vessel.
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Owner of
Company Vessel dwt. Built Vessel Acquired
------- ------ ---- ----- ---------------
Cardinal Shipping LLC.......Cardinal 55,362 2004 April 18, 2005
Condor Shipping LLC.........Condor 50,206 2001 April 29, 2005
Falcon Shipping LLC.........Falcon 50,206 2001 April 21, 2005
Griffon Shipping LLC........Griffon 46,635 1995 June 1, 2005
Harrier Shipping LLC........Harrier 50,206 2001 April 19, 2005
Hawk Shipping LLC...........Hawk I 50,206 2001 April 26, 2005
Heron Shipping LLC..........Heron 52,827 2001 December 1, 2005
Kite Shipping LLC...........Kite 47,195 1997 May 9, 2005
Merlin Shipping LLC.........Merlin 50,296 2001 October 26, 2005
Osprey Shipping LLC.........Osprey I 50,206 2002 August 31, 2005
Peregrine Shipping LLC......Peregrine 50,913 2001 June 30, 2005
Shikra Shipping LLC.........Shikra 41,096 1984 April 29, 2005
Sparrow Shipping LLC........Sparrow 48,225 2000 July 19, 2005
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The commercial and strategic management of the is carried out by a
wholly-owned subsidiary of the Company, Eagle Shipping International (USA) LLC,
a Marshall Islands limited liability company.
The following table represents certain information about the Company's
revenue earning charters, as of March 31, 2006:
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Daily Time
Delivered to Charter Hire
Vessel Charterer Time Charter Expiration (1) Rate
------ --------- --------------------------- ----
Cardinal.........April 19, 2005 March 2007 to June 2007 $26,500
Condor...........April 30, 2005 November 2006 to March 2007 $24,000
Falcon...........April 22, 2005 February 2008 to June 2008 $20,950
Griffon2 ........February 17, 2006 January 2007 to February 2007 $13,550
Harrier..........April 21, 2005 March 2007 to June 2007 $23,750
Hawk I...........April 28, 2005 March 2007 to June 2007 $23,750
Heron............December 11, 2005 November 2007 to February 2008 $24,000
Kite.............May 10, 2005 April 2006 $25,000
Merlin...........October 26, 2005 October 2007 to December 2007 $24,000
Osprey I.........August 31, 2005 July 2008 to November 2008 $21,000
Peregrine........July 1, 2005 October 2006 to January 2007 $24,000
Shikra...........April 30, 2005 July 2006 to November 2006 $22,000
Sparrow..........July 20, 2005 November 2006 to February 2007 $22,500
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(1) The date range provided represents the earliest and latest date on which
the charterer may redeliver the vessel to the Company upon the termination
of the charter.
(2) The initial charter on the GRIFFON at a daily charter rate of $28,000 ended
in February 2006.
The Company began vessel operations in April 2005. There was no vessel
revenue generated in the quarter ended March 31, 2005. During the three-month
period ended March 31, 2006, four charterers individually accounted for more
than 10% of the Company's gross time charter revenue as follows:
Charterer % of time charter revenue
--------- -------------------------
Charterer A........................................... 16.2%
Charterer B........................................... 15.7%
Charterer C........................................... 14.9%
Charterer D........................................... 10.9%
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The accompanying unaudited consolidated financial statements have been
prepared in accordance with accounting principles generally accepted in the
United States, and the rules and regulations of the SEC which apply to interim
financial statements. Accordingly, they do not include all of the information
and footnotes normally included in consolidated financial statements prepared in
conformity with accounting principles in the United States. They should be read
in conjunction with the consolidated financial statements and notes thereto
included in the Company's 2005 Annual Report on Form 10-K and Registration
Statements on Form S-1.
The accompanying unaudited consolidated financial statements include all
adjustments (consisting of normal recurring adjustments) that management
considers necessary for a fair presentation of its consolidated financial
position and results of operations for the interim periods presented. The
results of operations for the interim periods are not necessarily indicative of
the results that may be expected for the entire year.
Note 2. Vessels and Vessel Improvements
As of March 31, 2006, the Company had acquired 13 Handymax dry bulk vessels
at a total cost of $427,144,953. These costs consist of the total contracted
purchase price of $434,877,903, $359,550 in additional costs relating to the
acquisition of the vessels, and $8,092,500 in net prepaid charter revenue
adjustments relating to the assumption of time charters associated with certain
of the acquired vessels. The Company has also capitalized $820,904 of costs
relating to vessel improvements. Vessel and vessel improvement costs have been
depreciated from the date of their acquisition through their remaining estimated
useful life. Depreciation expense for the three-month period ended March 31,
2006 was $4,697,471.
Note 3. Long-Term Debt
At March 31, 2006, the Company's debt consisted of $140,000,000 in
borrowings under a revolving credit facility, an amount which is unchanged from
the debt outstanding as of December 31, 2005.
The revolving credit facility has a facility limit of $330,000,000 and a
term of ten years. The Company is permitted to borrow the remaining undrawn
capacity of $190 million, which amount includes amounts available to borrow for
working capital purposes as described below, in connection with future
acquisitions of dry bulk carriers between 25,000 dwt and 85,000 dwt that are not
older than 10 years. The Company is permitted to borrow up to $10,000,000 at any
one time for working capital purposes during an initial period of 18 months from
the first draw down date, after which time the Company's ability to borrow
amounts for working capital purposes will be subject to review and reapproval on
an annual basis.
Under the terms of the revolving credit agreement, the facility will be
available in full for five years and there are no principal repayment
obligations for the first five years. Over the remaining period of five years,
the amount available under the facility will reduce in semi-annual amounts of
$20,500,000 with a final reduction of $125,000,000 occurring simultaneously with
the last semi-annual reduction. The credit facility bears interest at the London
Interbank Offered Rate (LIBOR) plus a margin of 0.95%. The Company must also pay
a fee of 0.4% per annum on the unused portion of the revolving credit facility
on a quarterly basis.
The Company's ability to borrow amounts under the credit facility is
subject to satisfaction of certain customary conditions precedent and compliance
with terms and conditions included in the loan documents. In connection with
vessel acquisitions, amounts borrowed may not exceed 60% of the value of the
vessels securing the Company's obligations under the credit facility. The
Company's ability to borrow such amounts, in each case, is subject to its
lender's approval of the vessel acquisition. The lender's approval will be based
on the lender's satisfaction of the Company's ability to raise additional
capital through equity issuances in amounts acceptable to the lender and the
proposed employment of the vessel to be acquired.
The Company's obligations under the credit facility is secured by a first
priority mortgage on each of the vessels in its fleet and such other vessels
that it may from time to time include with the approval of the lender, a first
assignment of all freights, earnings, issuances and compensation. The Company's
credit facility also limits its ability to create liens on its assets in favor
of other parties. The Company may grant additional security from time to time in
the future.
The credit facility, as amended, contains financial covenants requiring the
Company, among other things, to ensure that: (1) the aggregate market value of
the vessels in the Company's fleet that secure its obligations under the credit
facility, as determined by an independent shipbroker on a charter-free basis, at
all times exceeds 130% of the aggregate principal amount of debt outstanding
under the credit facility and the notional or actual cost of terminating any
related hedging arrangements; (2) to the extent the Company's debt during any
accounting period is less than $200,000,000, the Company's total assets minus
debt will not be less than $100,000,000; to the extent the Company's debt during
any accounting period is greater than $200,000,000, the Company's total assets
minus debt will not be less than $150,000,000; (3) the Company's EBITDA, as
defined in the credit agreement, will at all times be not less than 2.0x the
aggregate amount of interest incurred and net amounts payable under interest
rate hedging arrangements during the relevant period; and (4) the Company
maintains with the lender $500,000 per vessel in addition to an amount adequate
to meet anticipated capital expenditures for the vessel over a 12 month period.
Such cash deposits are recorded in Restricted Cash.
For the purposes of the credit facility, the Company's "total assets" will
be defined to include its tangible fixed assets and its current assets, as set
forth in the consolidated financial statements, except that the value of any
vessels in its fleet that secure its obligations under the credit facility will
be measured by their fair market value rather than their carrying value on its
consolidated balance sheet.
The Company's revolving credit facility permits it to pay dividends in
amounts up to its earnings before extraordinary or exceptional items, interest,
taxes, depreciation and amortization (EBITDA), less the aggregate amount of
interest incurred and net amounts payable under interest rate hedging agreements
during the relevant period and an agreed upon reserve for dry-docking, provided
that there is not a default or breach of loan covenant under the credit facility
and the payment of the dividends would not result in a default or breach of a
loan covenant.
For the three-month period ended March 31, 2006, interest rates applicable
on the Company's debt ranged from 5.17% to 5.49%, including the margin. The
weighted average effective interest rate was 5.26%.
Interest Expense for the three months ended March 31, 2006 consists of:
March 31, 2006
--------------
Loan Interest.................................... $1,841,290
Commitment Fees.................................. 192,111
Amortization of Deferred Financing Costs......... 32,950
------------------------
Total Interest Expense........................... $2,066,351
========================
Interest-Rate Swaps
The Company has entered into interest rate swaps to effectively convert a
portion of its debt from a floating to a fixed-rate basis. The swaps are
designated and qualify as cash flow hedges. Interest rate swap contracts for
notional amounts of $100,000,000 and $30,000,000 were entered into in 2005.
These contracts mature in September 2010. Exclusive of a margin of 0.95%, the
Company will pay 4.22% and 4.54% fixed-rate interest, respectively, 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 the
balance sheet. The effective portion of the swap is recorded in accumulated
other comprehensive income. At March 31, 2006 and December 31, 2005, the Company
recorded an asset of $4,664,130 and $2,647,077, respectively, which is included
in Other Assets in the accompanying balance sheet.
Note 4. Related Party Transactions
The Company did not incur any related party expenses in the three-months
ended March 31, 2006.
The Company had a financial advisory agreement dated February 1, 2005 with
Kelso. Under the terms of the agreement the Company was to pay Kelso annual fees
of up to $500,000. The agreement had also provided for Kelso to be paid fees in
connection with other services. In 2005, the Company terminated certain of its
obligations under this agreement, including its obligation to pay the annual
fees of $500,000, for a one-time payment of $1,000,000. The Company recorded an
expense of $83,333 for the period ended March 31, 2005 for fees under this
agreement.
Note 5. Commitments and Contingencies
Vessel Technical Management Contract
The Company entered into technical management agreements for each of its
vessels with V. Ships Management Ltd., an independent technical manager. V.
Ships is paid a technical management fee of $8,638 per vessel per month.
Operating Lease
In December 2005, the Company entered into a lease for office space. The
lease is secured by a Letter of Credit backed by cash collateral of $124,616
which amount is recorded under Restricted Cash. The Letter of Credit amounts
decline to zero at the conclusion of the lease.
Note 6. Earnings Per Common Share
The computation of earnings per share is based on the weighted average
number of common shares outstanding during the period. In the three-month period
ended March 31, 2006, the Company granted 56,666 shares of the Company's stock
in options under the 2005 Stock Incentive Plan (see Note 9). Diluted net income
per share gives effect to the aforementioned stock options.
Period from
Three Months January 26, 2005
ended (inception) to
March 31, 2006 March 31, 2005
-------------- --------------
Net Income/(Loss).....................................$10,792,501 $ (813,206)
Weighted Average Shares - Basic....................... 33,150,000 12,750,000
Incremental Shares using treasury stock method ....... 106 --
Weighted Average Shares - Diluted..................... 33,150,106 12,750,000
Basic Earnings Per Share.............................. $0.33 $(0.06)
Diluted Earnings Per Share............................ $0.33 $(0.06)
Note 7. Non-cash Compensation
For the quarter ended March 31, 2006 the Company recorded a non-cash
compensation charge of $752,686. This amount includes $705,653 in non-cash,
non-dilutive charges relating to profits interests awarded to members of the
Company's management by the Company's principal shareholder Eagle Ventures LLC.
Non-Cash Compensation Expense also includes a non-cash amount of $47,033 which
relates to the fair value of the stock options granted to certain directors of
the Company under the 2005 Stock Incentive Plan on the date of grant (see Note
9).
On January 28, 2006, the limited liability company agreement of Eagle
Ventures LLC was amended and restated. This provided for the award of the
previously unallocated profits interests in Eagle Ventures LLC to certain
employees and adjusted the manner distributions are made by Eagle Ventures in
connection with these newly awarded profits interests. In most other respects,
the terms of these newly awarded profits interests are similar in nature to
those awarded previously.
On March 8, 2006, the limited liability company agreement of Eagle Ventures
LLC was amended and restated again (the "Fourth LLC Agreement") and is included
as an Exhibit to our annual report for the period ending December 31, 2005. This
provided for an acceleration of the retention schedule applicable to all service
based profits interests that were allocated prior to January 28, 2006. In
addition, this provided for the immediate vesting of 25% of the service-related
profits interests that were granted on January 28, 2006 with the remaining
amount vesting over a three-year period.
These profits interests will dilute only the interests of owners of Eagle
Ventures LLC, and will not dilute the direct holders of the Company's common
stock. The non-cash compensation charge is being recorded as an expense over the
estimated service period in accordance with SFAS No. 123(R). The non-cash
compensation charges will be based on the fair value of the profits interests
which will be "marked to market" at the end of each reporting period. The impact
of any changes in the estimated fair value of the profits interests will be
recorded as a change in estimate cumulative to the date of change. The impact on
the amortization of the compensation charge of any changes to the estimated
vesting periods for the performance related profits interests will be adjusted
prospectively as a change in estimate. The Company's Financial Statements for
the year ended December 31, 2005 on Form 10-K includes a more detailed
description of these profits interests.
Note 8. Capital Stock
Dividends
The Company's current policy is to declare quarterly dividends to
stockholders in February, April, July and October. Payment of dividends is
limited by the terms of certain agreements to which the Company and its
subsidiaries are party. The Company's revolving credit facility permits it to
pay quarterly dividends in amounts up to its quarterly earnings before
extraordinary or exceptional items, interest, taxes, depreciation and
amortization (Credit Agreement EBITDA), less the aggregate amount of interest
incurred and net amounts payable under interest rate hedging agreements during
the relevant period and an agreed upon reserve for dry-docking for the period,
provided that there is not a default or breach of loan covenant under the credit
facility and the payment of the dividends would not result in a default or
breach of a loan covenant. Depending on market conditions in the dry bulk
shipping industry and acquisition opportunities that may arise, the Company may
be required to obtain additional debt or equity financing which could affect its
dividend policy. However, any determination to pay dividends in the future will
be at the discretion of the Board of Directors and will depend upon the
Company's results of operations, financial condition, capital restrictions,
covenants and other factors deemed relevant by the Board of Directors.
On January 30, 2006 the Company's Board of Directors declared a cash
dividend for the fourth quarter of 2005 of $0.57 per share which was paid on
February 24, 2006 to all shareholders of record as of February 15, 2006. The
aggregate amount of this cash dividend was $18,895,500.
Note 9. 2005 Stock Incentive Plan
The Company adopted the 2005 Stock Incentive Plan for the purpose of
affording an incentive to eligible persons. The 2005 Stock Incentive Plan
provides for the grant of equity-based awards, including stock options, stock
appreciation rights, restricted stock, restricted stock units, stock bonuses,
dividend equivalents and other awards based on or relating to the Company's
common stock to eligible non-employee directors, selected officers and other
employees and independent contractors. The plan is administered by a committee
of the Company's Board of Directors.
An aggregate of 2.6 million shares of the Company's common stock has been
authorized for issuance under the plan. As of December 31, 2005, no grants had
been made under the plan. On March 17, 2006, the Company granted options to
purchase 56,666 shares of the Company's common stock to its independent
non-employee directors. These options vested and became exercisable on the grant
date at an exercise price of $13.23 per share. All options expire ten years from
the date of grant. As of March 31, 2006, no other grants have been made under
the plan.
For purposes of determining compensation cost for the Company's stock
option plans using the fair value method of FAS 123(R), the fair values of the
options granted were estimated on the date of grant using the Black-Scholes
option pricing model with the following weighted average assumptions: risk free
interest rate of 5%, dividend yield of 14%, expected stock price volatility
factor of 0.33.
On March 17, 2006, the Company also granted a Dividend Equivalent Rights
Award to its independent non-employee directors equivalent to 62,964 shares of
the Company's common stock. This award entitles the participant to receive a
Dividend Equivalent payment each time the Company pays a dividend to the
Company's stockholders. The amount of the Dividend Equivalent payment is equal
to the number of Dividend Equivalent Rights multiplied by the amount of the per
share dividend paid by the Company on its stock on the date the dividend is
paid. These payments will be recorded as compensation expense.
Note 10. Subsequent Events
On April 14, 2006 the Company's Board of Directors declared a cash dividend
for the first quarter of 2006 of $0.50 per share, based on 33,150,000 shares of
common stock outstanding, payable on May 3, 2006 to all shareholders of record
as of April 28, 2006. The aggregate amount of the cash dividend paid to the
Company's shareholders on May 3, 2006 was $16,575,000.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATION
The following is a discussion of the Company's financial condition and
results of operation for the three-month period ended March 31, 2006. This
section should be read in conjunction with the consolidated financial statements
included elsewhere in this report and the notes to those financial statements.
This discussion contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended and Section 21E of the
Securities Exchange Act of 1934, as amended 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 recently increased to
historic highs, and 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 cost of our vessels, significant vessel
improvement costs and our vessels' estimated useful lives, and financing costs
related to our indebtedness. Our actual results may differ materially from those
anticipated in these forward looking statements as a result of certain factors
which could include the following: (i) changes in demand in the dry bulk market,
including, without limitation, changes in production of, or demand for,
commodities and bulk cargoes, generally or in particular regions; (ii) greater
than anticipated levels of dry bulk vessel new building orders or lower than
anticipated rates of dry bulk vessel scrapping; (iii) changes in rules and
regulations applicable to the dry bulk industry, including, without limitation,
legislation adopted by international bodies or organizations such as the
International Maritime Organization and the European Union or by individual
countries; (iv) actions taken by regulatory authorities; (v) changes in trading
patterns significantly impacting overall dry bulk tonnage requirements; (vi)
changes in the typical seasonal variations in dry bulk charter rates; (vii)
changes in the cost of other modes of bulk commodity transportation; (viii)
changes in general domestic and international political conditions; (ix) 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); (x) and other factors listed from time to time in our filings
with the Securities and Exchange Commission, including, without limitation, our
Registration Statement on Form S-1 filed with the Securities and Exchange
Commission. This discussion also includes statistical data regarding world dry
bulk fleet and orderbook and fleet age. We generated some of these data
internally, and some were obtained from independent industry publications and
reports that we believe to be reliable sources. We have not independently
verified these data nor sought the consent of any organizations to refer to
their reports in this annual report. We disclaim any intent or obligation to
update publicly any forward-looking statements, whether as a result of new
information, future events or otherwise, except as may be required under
applicable securities laws.
Overview
We are Eagle Bulk Shipping Inc., a Marshall Islands corporation
headquartered in New York City. We are the largest U.S. based owner of Handymax
dry bulk vessels. Handymax dry bulk vessels range in size from 35,000 to 60,000
deadweight tons, or dwt, and transport a broad range of major and minor bulk
cargoes, including iron ore, coal, grain, cement and fertilizer, along worldwide
shipping routes. As of March 31, 2006, we owned and operated a modern fleet of
13 Handymax dry bulk vessels that we have purchased from unrelated third
parties.
We are focused on maintaining a high quality fleet that is concentrated
primarily in one vessel type - Handymax dry bulk carriers and its sub-category
of Supramax vessels which are Handymax vessels ranging in size from 50,000 to
60,000 dwt. Nine of the 13 vessels in our fleet are classed as Supramax dry bulk
vessels. These vessels have the cargo loading and unloading flexibility of
on-board cranes while offering cargo carrying capacities approaching that of
Panamax dry bulk vessels, which range in size from 60,000 to 100,000 dwt and
must rely on port facilities to load and offload their cargoes. We believe that
the cargo handling flexibility and cargo carrying capacity of the Supramax class
vessels make them attractive to potential charterers. The 13 vessels in our
fleet have a combined carrying capacity of 643,980 dwt and an average age of
only six years, as of March 31, 2006, as compared to an average age for the
world Handymax dry bulk fleet of over 15 years.
Each of our vessels is owned by us through a separate wholly owned Marshall
Islands limited liability company.
We maintain our principal executive offices at 477 Madison Avenue, New
York, New York 10022. Our telephone number at that address is (212) 785-2500.
Our website address is www.eagleships.com. Information contained on our website
does not constitute part of this quarterly report.
Our financial performance since inception is based on the following key
elements of our business strategy:
(1) concentration in one vessel category: Handymax dry bulk vessels, which
offer size, operational and geographical advantages (over Panamax and
Capesize vessels),
(2) our strategy is to charter our vessels primarily pursuant to one- to
three-year time charters to allow us to take advantage of the stable
cash flow and high utilization rates that are associated with medium
to long-term time charters. Reliance on the spot market contributes to
fluctuations in revenue, cash flow, and net income. On the other hand,
time charters provide a shipping company with a predictable level of
revenues. We have entered into time charters for all of our vessels
which range in length from one to three years and provide for fixed
semi-monthly payments in advance. This strategy is effective in strong
and weak dry bulk markets, giving us security and predictability of
cashflows when we look at the volatility of the shipping markets,
(3) maintain high quality vessels and improve standards of operation
through improved environmental procedures, crew training and
maintenance and repair procedures, and
(4) maintain a balance between purchasing vessels as market conditions and
opportunities arise and maintaining prudent financial ratios (e.g.
leverage ratio).
Our Fleet
The following table presents certain information concerning our fleet as of
March 31, 2006.
-------------------------------------------------------------------------------
Time Charter Employment
Vessel Year Built Dwt Expiration (1)
------ ---------- --- --------------
SUPRAMAX:
---------
Condor (2)............ 2001 50,296 November 2006 to March 2007
Falcon (2)............ 2001 50,296 February 2008 to June 2008
Harrier (2)........... 2001 50,296 March 2007 to June 2007
Hawk I (2)............ 2001 50,296 March 2007 to June 2007
Merlin (2)............ 2001 50,296 October 2007 to December 2007
Osprey I (2) (4) ..... 2002 50,206 July 2008 to November 2008
Cardinal (3).......... 2004 55,408 March 2007 to June 2007
Peregrine (3)......... 2001 50,913 October 2006 to January 2007
Heron ................ 2001 52,827 December 2007 to February 2008
HANDYMAX:
---------
Sparrow (3)........... 2000 48,220 November 2006 to February 2007
Kite (5).............. 1997 47,195 April 2006
Griffon............... 1995 46,635 January 2007 to February 2007
Shikra................ 1984 41,096 July 2006 to November 2006
--------------------------------------------------------------------------------
(1) The date range provided represents the earliest and latest date on which
the charterers may redeliver the vessel to us upon the termination of the
charter.
(2) These vessels are sister ships.
(3) These vessels are similar ships built at the same shipyard.
(4) The charterer of the OSPREY I has an option to extend the charter period by
up to 26 month. (5) Upon completion of the charter in April 2006, the KITE
has commenced a new charter at $14,750 per day until March 2007 to May
2007.
Fleet Management
The management of our fleet includes the following functions:
o Strategic management. We locate, obtain financing and insurance for,
purchase and sell vessels.
o Commercial management. We obtain employment for our vessels and manage
our relationships with charterers.
o Technical management. The technical manager performs day-to-day
operations and maintenance of our vessels.
Commercial and Strategic Management
We carry out the commercial and strategic management of our fleet through
our wholly owned subsidiary, Eagle Shipping International (USA) LLC, a Marshall
Islands limited liability company that maintains its principal executive offices
in New York City. Our office staff, either directly or through this subsidiary,
provides the following services:
o commercial operations and technical supervision;
o safety monitoring;
o vessel acquisition; and
o financial, accounting and information technology services.
We currently have a total of seven shore based personnel, including our
senior management team.
Technical Management
The technical management of our fleet is provided by our technical manager,
V.Ships, an unaffiliated third party, that we believe is the world's largest
provider of independent ship management and related services. We review the
performance of V.Ships on an annual basis and may add or change technical
managers.
Technical management includes managing day-to-day vessel operations,
performing general vessel maintenance, ensuring regulatory and classification
society compliance, supervising the maintenance and general efficiency of
vessels, arranging our hire of qualified officers and crew, arranging and
supervising drydocking and repairs, purchasing supplies, spare parts and new
equipment for vessels, appointing supervisors and technical consultants and
providing technical support. V.Ships also manages and processes all crew
insurance claims. Our technical manager maintains records of all costs and
expenditures incurred in connection with its services that are available for our
review on a daily basis. Our technical manager is a member of Marine Contracting
Association Limited (MARCAS), an association that arranges bulk purchasing for
its members, which enables us to benefit from economies of scale.
We currently crew our vessels with Ukrainian officers and seamen supplied
by V.Ships in its capacity as technical manager. These officers and seamen are
employees of our wholly owned vessel owning subsidiaries while aboard our
vessels. We currently employ a total of 288 officers and seamen on the 13
vessels in our operating fleet. Our technical manager handles each seaman's
training, travel, and payroll and ensures that all our seamen have the
qualifications and licenses required to comply with international regulations
and shipping conventions. Additionally, our seafaring employees perform most
commissioning work and assist in supervising work at shipyards and drydock
facilities. We typically man our vessels with more crew members than are
required by the country of the vessel's flag 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. No international
collective bargaining agreements to which we are a party are set to expire
within two years.
For the three-month period ended March 31, 2006, we paid our technical
manager a fee of $8,638 per vessel per month, plus actual costs incurred by our
vessels.
Competition
We compete with a large number of international fleets. The international
shipping industry is highly competitive and fragmented with many market
participants. There are approximately 6,100 drybulk carriers aggregating
approximately 350 million dwt, and the ownership of these vessels is divided
among approximately 1,400 mainly private independent dry bulk vessel owners with
no one shipping group owning or controlling more than 5.0% of the world dry bulk
fleet. We primarily compete with other owners of dry bulk vessels in the
Handymax class that are mainly privately owned fleets.
Competition in the ocean shipping industry varies primarily according to
the nature of the contractual relationship as well as with respect to the kind
of commodity being shipped. Our business will fluctuate in line with the main
patterns of trade of dry bulk cargoes and varies according to changes in the
supply and demand for these items. Competition in virtually all bulk trades is
intense and based primarily on supply and demand. 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.
As in the spot market, the time charter market is price sensitive and also
depends on our ability to demonstrate the high quality of our vessels and
operations to chartering customers. However, because of the longer term
commitment, customers entering time charters are more concerned about their
exposure and image from chartering vessels that do not comply with environmental
regulations or that will be forced out of service for extensive maintenance and
repairs. Consequently, in the time charter market, factors such as the age and
quality of a vessel and the reputation of the owner and operator tend to be more
significant than in the spot market in competing for business.
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 shipowners, we may consider asset redeployment which at
times may include the sale of vessels at less than their book value.
The Company's results of operations and cash flow may be significantly
affected by future charter markets.
Critical Accounting Policies
The discussion and analysis of our financial condition and results of
operations is based upon our interim consolidated financial statements, which
have been prepared in accordance with U.S. GAAP. The preparation of those
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 significant accounting policies, see Note 2 to our interim
consolidated financial statements included herein.
Revenue Recognition
We currently generate all of our revenue from time charters. Time charters
are for a specific period of time at a specific rate per day or month, and are
generally not as complex or as subjective as voyage charters. If we had a vessel
on a voyage charter, or a charter in the spot market, we would agree to provide
a vessel for the transport of specific goods between specific ports in return
for the payment of an agreed upon freight per ton of cargo or, alternatively,
for a specified total amount. All operating costs would be for our account.
Voyage expenses, such as fuel and port charges, are recognized ratably over the
duration of the voyage and, therefore, are allocated between reporting periods
based on the relative transit time in each period. Estimated losses under a
voyage charter are provided for in full at the time such losses become evident.
Revenue recognition for voyage charters may be calculated on either a
load-to-load basis or on a discharge-to-discharge basis. Our accounting policy
for recognition of voyage freight for vessels operating on voyage charters would
be on a discharge-to-discharge basis. Under this method, voyage revenue is
recognized evenly over the period from the departure of a vessel from its prior
discharge port to departure from the next discharge port. We believe that the
discharge-to-discharge method is preferable because it eliminates the
uncertainty associated with the location of the next load port. This method is
the predominant one used by the industry.
Vessel Lives and Impairment
The carrying value of each of our vessels represents its original cost at
the time it was delivered or purchased less depreciation. We depreciate our dry
bulk vessels on a straight-line basis over their estimated useful lives,
estimated to be 28 years from date of initial delivery from the shipyard to the
original owner. Depreciation is based on cost less the estimated residual
salvage value. Salvage, or scrap, value is based upon a vessel's lightweight
tonnage ("lwt") multiplied by a scrap rate. We use a scrap rate of $150 per lwt,
which we believe is common in the dry bulk shipping industry, to compute each
vessel's salvage value. An increase in the useful life of a dry bulk vessel or
in its salvage value would have the effect of decreasing the annual depreciation
charge and extending it into later periods. A decrease in the useful life of a
dry bulk vessel or in its salvage value would have the effect of increasing the
annual depreciation charge. However, when regulations place limitations over the
ability of a vessel to trade on a worldwide basis, the vessel's useful life is
adjusted to end at the date such regulations become effective. The estimated
scrap value is used in the computation of depreciation expense and
recoverability of the carrying value of each vessel when evaluating for
impairment of vessels. Management's estimates for salvage values may differ from
actual results.
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 newbuildings.
Historically, both charter rates and vessel values tend to be cyclical. 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 undiscounted projected operating cash flows,
vessel sales and purchases, business plans and overall market conditions. We
determine undiscounted projected net operating cash flow for each vessel and
compare it to the vessel carrying value. This assessment is made at the
individual vessel level since separately identifiable cash flow information for
each vessel is available. In developing estimates of future cash flows, the
Company must make assumptions about future charter rates, ship operating
expenses, and the estimated remaining useful lives of the vessels. These
assumptions are based on historical trends as well as future expectations.
Although management believes that the assumptions used to evaluate potential
impairment are reasonable and appropriate, such assumptions are highly
subjective. In the event that an 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 the estimated fair value. We estimate
fair value primarily through the use of third party valuations performed on an
individual vessel basis.
Deferred Drydock Cost
There are three methods that are used by the shipping industry to account
for drydockings; first is the prepaid method where drydock costs are capitalized
when incurred and amortized over the period to the next scheduled drydock;
second, is the accrual method where the estimated cost of the next scheduled
drydock is accrued over the period preceding such drydock, and lastly; expensing
drydocking costs in the period it is incurred. We use the prepaid method of
accounting for drydock expenses. Under the prepaid method, drydock expenses are
capitalized and amortized on a straight-line basis until the next drydock, which
we estimate to be a period of two to three years. We believe the prepaid method
better matches costs with revenue and minimizes any significant changes in
estimates associated with the accrual method, including the disposal of vessels
before a drydock which has been accrued before it is performed. We use judgment
when estimating the period between drydocks 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 prepaid 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 30 to 60 months for major repairs and maintenance that
cannot be performed while the vessels are operating. Costs capitalized as part
of the drydocking include actual costs incurred at the drydock yard and parts
and supplies used in making such repairs.
Vessel Acquisitions
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 Deferred Revenues 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 Prepaid Charter
Revenue, 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 so affected.
Results of Operations for the three-month period ended March 31, 2006 and the
period from January 26, 2005 (inception) to March 31, 2005
We commenced vessel operations in April 2005. Accordingly, comparison with
the previous period is not meaningful.
Factors Affecting Our Results of Operations
We believe that the important measures for analyzing future trends in our
results of operations consist of the following:
Three Months ended
March 31, 2006
--------------
Ownership Days................................. 1,170
Available Days................................. 1,126
Operating Days................................. 1,116
Fleet Utilization.............................. 99.1%
o 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.
o Available days: We define available days as the number of our
ownership days less the aggregate number of days that our vessels are
off-hire due to vessel familiarization upon acquisition, scheduled
repairs or repairs under guarantee, vessel upgrades or special surveys
and the aggregate amount of time that we spend positioning our
vessels. The shipping industry uses available days to measure the
number of days in a period during which vessels should be capable of
generating revenues.
o 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.
o 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.
o TCE rates: We define TCE rates as our voyage and time charter revenues
less voyage expenses during a period divided by the number of our
available days during the period, which is consistent with industry
standards. TCE rate is a standard shipping industry performance
measure used primarily to compare daily earnings generated by vessels
on time charters with daily earnings generated by vessels on voyage
charters, because charter hire rates for vessels on voyage charters
are generally not expressed in per day amounts while charter hire
rates for vessels on time charters generally are expressed in such
amounts.
Voyage and Time Charter 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 expected to be available
at the time such cargoes need to be transported. The demand for shipments then
is significantly affected by the state of the economy globally and in discrete
geographical areas. The number of vessels is affected by newbuilding deliveries
and by the removal of existing vessels from service, principally because of
scrapping.
Revenues are also affected by the mix of charters between spot (voyage
charter) and long-term (time charter). Because shipping revenues and voyage
expenses are significantly affected by the mix between voyage charters and time
charters, we manage our vessels based on time charter equivalent ("TCE")
revenues. TCE revenue comprises revenue from vessels operating on time charters,
or TC revenue, and voyage revenue less voyage expenses from vessels operating on
voyage charters in the spot market. TCE revenue 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. TCE revenue also serves
as an industry standard for measuring revenue and comparing results between
geographical regions and among competitors.
Our economic decisions are based on anticipated TCE rates and we evaluate
financial performance based on TCE 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 amount of the daily charter hire rates that our
vessels earn under charters, which, in turn, are affected by a number of
factors, including:
o the duration of our charters;
o our decisions relating to vessel acquisitions and disposals;
o the amount of time that we spend positioning our vessels;
o the amount of time that our vessels spend in dry-dock undergoing
repairs;
o maintenance and upgrade work;
o the age, condition and specifications of our vessels;
o levels of supply and demand in the dry bulk shipping industry; and
o other factors affecting spot market charter rates for dry bulk
carriers.
All our revenues for the three-month period ended March 31, 2006 were
earned from time charters hence our TCE revenue is equal to the TC revenue. As
is common in the shipping industry, we pay commissions ranging from 1.25% to
6.25% 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.
Net revenues, for the three-month period ended March 31, 2006, of
$23,790,052 includes time charter revenues of $26,048,116 and deductions for
brokerage commissions of $1,321,064 and $937,000 in amortization of net prepaid
and deferred charter revenue.
Voyage Expenses
To the extent that we employ our vessels on voyage charters, we will incur
expenses that include port and canal charges, bunker (fuel oil) expenses and
commissions, as these expenses are borne by the vessel owner on voyage charters.
Port and canal charges and bunker expenses primarily increase in periods during
which vessels are employed on voyage charters because these expenses are for the
account of the vessels. Currently all our vessels are employed under time
charters that require the charterer to bear all of those expenses, hence we
expect that any port and canal charges and bunker expenses, if incurred, will
represent a relatively minor portion of our vessels' overall expenses.
Vessel Expenses
For the three-month period ended March 31, 2006, total vessel expenses
incurred amounted to $4,704,997. These expenses included $4,369,997 in vessel
operating costs and $335,000 in technical management fees.
Vessel operating expenses include crew wages and related costs, the cost of
insurance, expenses relating to repairs and maintenance, the cost of spares and
consumable stores, tonnage taxes, other miscellaneous expenses, and technical
management fees.
Insurance expense varies with overall insurance market conditions as well
as the insured's loss record, level of insurance and desired coverage. The main
vessel insurance expenses include Protection and Indemnity ("P & I") insurance
(i.e. liability insurance) costs, and hull and machinery insurance (i.e. asset
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.
With regard to vessel operating expenses, we have entered into technical
management agreements for each of our vessels with V. Ships Management Ltd, our
independent technical manager. In conjunction with our management, V. Ships has
established an operating expense budget for each vessel and performs the
technical management of our vessels. All deviations from the budgeted amounts
are for our account.
For the three-month period ended March 31, 2006, we paid our technical
manager, V.Ships, a fixed management fee of $8,638 per month for each vessel in
our fleet in respect of which it provides technical management services. These
fees are included in Vessel Operating Expenses. Technical management services
include managing day-to-day vessel operations, performing general vessel
maintenance, ensuring regulatory and classification society compliance,
supervising the maintenance and general efficiency of vessels, arranging the
hire of qualified officers and crew, arranging dry-docking and repairs,
purchasing stores, supplies, spare parts and new equipment, appointing
supervisors and technical consultants and providing technical support.
Our vessel operating 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 insurance and petroleum-based lubricants and
supplies.
Depreciation and Amortization
The cost of our vessels is depreciated 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 28 years from the date of initial delivery from the shipyard to
the original owner. Furthermore, we estimate the residual values of our vessels
to be $150 per lightweight ton, which we believe is common in the dry bulk
shipping industry. For the three-month period ended March 31, 2006, total
depreciation and amortization expense was $4,819,582 of which amount, $4,697,471
relates to depreciation and $122,111 relates to the amortization of deferred
drydocking costs.
Amortization of deferred financing costs for the three-month period ended
March 31, 2006 is included in interest expense. These costs of $32,950 relate to
the amortization of financing costs associated with our revolving credit
facility.
General and Administrative Expenses
General and Administrative Expenses for the three-month period ended March
31, 2006 and the period since inception on January 26, 2005 to March 31, 2005
amounted to $985,479 and $757,003 respectively. Our general and administrative
expenses include recurring administrative costs and non-recurring formation and
advisory costs. Recurring costs include our onshore vessel administration
related expenses such as legal and professional expenses and administrative and
other expenses including payroll and expenses relating to our executive officers
and office staff, office rent and expenses, directors fees, and directors and
officers insurance. For the three-month period ended March 31, 2006, recurring
administrative costs amounted to $985,479. For the period from inception on
January 26, 2005 to March 31, 2005, recurring administrative costs amounted to
$246,443. Non-recurring costs include costs relating to the formation of our
company and related advisory costs. For the period from inception on January 26,
2005 to March 31, 2005, non-recurring costs amounted to $510,560. We expect
general and administrative expenses to increase as our fleet is expanded.
Financial Advisory Fees
We did not incur any related party expenses in the three-month period ended
March 31, 2006.
The Company had a financial advisory agreement dated February 1, 2005 with
Kelso. Under the terms of the agreement the Company was to pay Kelso annual fees
of up to $500,000. The agreement also provided for Kelso to be paid fees in
connection with other services. In 2005, the Company terminated certain of its
obligations under this agreement, including its obligation to pay the annual
fees of $500,000, for a one-time payment of $1,000,000. The Company recorded an
expense of $83,333 for the period ended March 31, 2005 for fees under the
agreement.
Non-Cash Compensation Expense
For the quarter ended March 31, 2006 the Company recorded a non-cash
compensation charge of $752,686. This amount includes $705,653 in non-cash,
non-dilutive charges relating to profits interests awarded to members of the
Company's management by the Company's principal shareholder Eagle Ventures LLC.
Non-Cash Compensation Expense also includes a non-cash amount of $47,033 which
relates to the fair value of the stock options granted to certain directors of
the Company under the 2005 Stock Incentive Plan on the date of grant.
On January 28, 2006, the limited liability company agreement of Eagle
Ventures LLC was amended and restated (the "Third LLC Agreement"). This provided
for the award of additional profits interests in Eagle Ventures LLC to certain
management employees and provided for certain adjustments in the manner
distributions are made by Eagle Ventures in connection with such newly awarded
profits interests.
On March 8, 2006, the Third LLC Agreement was amended and restated (the
"Fourth LLC Agreement") and is included as an Exhibit to our annual report for
the period ended December 31, 2005. Pursuant to the Fourth LLC Agreement, an
adjustment was made in the schedule governing the management members' retention
of service-related profits interests upon their termination of employment with
Eagle Ventures LLC or its subsidiaries (including the Company). In addition,
under the Fourth LLC Agreement one-fourth of the service-related profits
interests granted on January 28, 2006 were immediately vested and the remaining
newly granted service-related profits interests were made subject to a
three-year retention schedule.
These profits interests will dilute only the interests of owners of Eagle
Ventures LLC, and will not dilute the direct holders of the Company's common
stock. The non-cash compensation charge is being recorded as an expense over the
estimated service period in accordance with SFAS No. 123(R). The non-cash
compensation charges will be based on the fair value of the profits interests
which will be "marked to market" at the end of each reporting period. The impact
of any changes in the estimated fair value of the profits interests will be
recorded as a change in estimate cumulative to the date of change. The impact on
the amortization of the compensation charge of any changes to the estimated
vesting periods for the performance related profits interests will be adjusted
prospectively as a change in estimate. The Company's Financial Statements for
the year ended December 31, 2005 on Form 10-K includes a more detailed
description of these profits interests.
Interest and Finance Costs
Interest expense for the three-month period ended March 31, 2006, of
$2,066,351 includes loan interest of $1,841,290 incurred on our borrowings from
our revolving credit facility, commitment fees of $192,111 incurred on the
unused portion of the revolving credit facility, and costs of $32,950 relating
to the amortization of financing costs associated with our revolving credit
facility. We did not incur any interest cost for the previous three-month period
ended March 31, 2005. We expect to incur interest expense and additional
financing costs under our revolving credit facility in connection with debt
incurred to finance future vessel acquisitions.
Interest Rate Swaps
We have entered into interest rate swaps to effectively convert a portion
of our debt from a floating to a fixed-rate basis. The swaps are designated and
qualify as cash flow hedges. Interest rate swap contracts for notional amounts
of $100,000,000 and $30,000,000 were entered into in 2005. These contracts
mature in September 2010. Exclusive of a margin of 0.95%, the Company will pay
fixed-rate interest of 4.22% and 4.54% respectively, and receive floating-rate
interest amounts based on three month LIBOR settings (for a term equal to the
swaps' reset periods). We record the fair value of the interest rate swap as an
asset or liability in our financial statements. The effective portion of the
swap is recorded in accumulated other comprehensive income. Accordingly, at
March 31, 2006 and December 31, 2005, the Company recorded an asset of
$4,664,130 and $2,647,077 respectively, which is included in Other Assets in the
accompanying balance sheet.
EBITDA
EBITDA represents operating earnings before extraordinary items,
depreciation and amortization, interest expense, and income taxes, if any.
EBITDA is included because it is used by certain investors to measure a
company's financial performance. EBITDA is not an item recognized by GAAP and
should not be considered a substitute for net income, cash flow from operating
activities and other operations or cash flow statement data prepared in
accordance with accounting principles generally accepted in the United States or
as a measure of profitability or liquidity. EBITDA is presented to provide
additional information with respect to the Company's ability to satisfy its
obligations including debt service, capital expenditures, and working capital
requirements. While EBITDA is frequently used as a measure of operating results
and the ability to meet debt service requirements, the definition of EBITDA used
here may not be comparable to that used by other companies due to differences in
methods of calculation.
Our revolving credit facility permits us to pay dividends in amounts up to
our earnings before extraordinary or exceptional items, interest, taxes,
depreciation and amortization (Credit Agreement EBITDA), less the aggregate
amount of interest incurred and net amounts payable under interest rate hedging
agreements during the relevant period and an agreed upon reserve for
dry-docking. Therefore, we believe that this non-GAAP measure is important for
our investors as it reflects our ability to pay dividends. The following table
is a reconciliation of net income, as reflected in the consolidated statements
of operations, to the Credit Agreement EBITDA for the three-month period ended
March 31, 2006:
Three-Month period
ended March 31, 2006
--------------------
Net Income............................................. $10,792,501
Interest Expense....................................... 2,066,351
Depreciation and Amortization.......................... 4,819,582
Amortization of Prepaid and Deferred Revenue........... 937,000
---------------------
EBITDA................................................. 18,615,434
Adjustments for Exceptional Items:
Non-cash Compensation Expense (1) ..................... 752,686
---------------------
Credit Agreement EBITDA ............................... $ 19,368,120
=====================
-------------------------------------------------------------------------------
(1) Management's participation in profits interests in Eagle Ventures LLC and
Options Expense (see Notes to our financial statements)
Effects of Inflation
The Company does not believe that inflation has had or is likely, in the
foreseeable future, to have a significant impact on vessel operating expenses,
drydocking expenses or general and administrative expenses.
Liquidity and Capital Resources
Net cash provided by operating activities during the three-month period
ended March 31, 2006, was approximately $15,750,000. As of March 31, 2006, our
cash balance was $21,379,146. In addition, $6,500,000 in cash deposits are
maintained with our lender for loan compliance purposes and this amount is
recorded in Restricted Cash in our financial statements as of March 31, 2006 and
December 31, 2005. Also recorded in Restricted Cash is an amount of $124,616
which is collateralizing a letter of credit relating to our office lease.
We have a $330,000,000 long-term credit facility, of which $190,000,000 was
unused as of March 31, 2006. Under the terms of the revolving credit agreement,
the facility will be available in full for five years, and there are no
principal repayment obligations for the first five years. Over the remaining
period of five years, the amount available under the facility will reduce in
semi-annual amounts of $20,500,000 with a final reduction of $125,000,000
occurring simultaneously with the last semi-annual reduction. The revolving
credit agreement also provides us with the ability to borrow up to $10,000,000
for working capital purposes.
We anticipate that our current financial resources, together with cash
generated from operations and, if necessary, borrowings under our revolving
credit facility will be sufficient to fund the operations of our fleet,
including our working capital requirements, for at least the next 12 months.
It is our intention to fund our future acquisition related capital
requirements initially through borrowings under our revolving credit facility
and to repay all or a portion of such borrowings from time to time with the net
proceeds of equity issuances. We believe that funds will be available to support
our growth strategy, which involves the acquisition of additional vessels, and
will allow us to pay dividends to our stockholders as contemplated by our
dividend policy.
Dividends
Our policy is to declare quarterly dividends to stockholders in February,
April, July and October in amounts that are substantially equal to our available
cash from operations during the previous quarter less any cash reserves for
drydocking and working capital.
Our revolving credit facility permits us to pay quarterly dividends in
amounts up to our quarterly earnings before extraordinary or exceptional items,
interest, taxes, depreciation and amortization (Credit Agreement EBITDA), less
the aggregate amount of interest incurred and net amounts payable under interest
rate hedging agreements during the relevant period and an agreed upon reserve
for drydocking for the period, provided that there is not a default or breach of
loan covenant under the credit facility and the payment of the dividends would
not result in a default or breach of a loan covenant. Depending on market
conditions in the dry bulk shipping industry and acquisition opportunities that
may arise, we may be required to obtain additional debt or equity financing
which could affect our dividend policy.
On January 30, 2006 the Company's Board of Directors declared a cash
dividend for the fourth quarter of 2005 of $0.57 per share which was paid on
February 24, 2006 to all shareholders of record as of February 15, 2006. The
aggregate amount of this cash dividend was $18,895,500. Since the Company did
not own two acquired ships and receive the benefit of their revenues for the
full quarter (the Merlin delivered October 26, 2005 and the Heron delivered
December 1, 2005), it funded approximately $1,500,000 of this dividend from
excess working capital as disclosed in the Company's prospectus dated October
28, 2005 in order to pay its indicated dividend of $0.57 per share.
On April 14, 2006 the Company's Board of Directors declared a cash dividend
for the first quarter of 2006 of $0.50 per share, based on 33,150,000 shares of
common stock outstanding, payable on May 3, 2006 to all shareholders of record
as of April 28, 2006. The aggregate amount of the cash dividend paid to the
Company's shareholders on May 3, 2006 was $16,575,000.
Revolving Credit Facility
In July 2005, we entered into a 10-year $330,000,000 revolving credit
facility. At March 31, 2006, the outstanding indebtedness under the revolving
credit facility was $140,000,000.
We are permitted to borrow up to the remaining capacity, as of March 31,
2006, of $190,000,000 including amounts available to borrow for working capital
purposes as described below, in connection with future acquisitions of dry bulk
carriers between 25,000 dwt and 85,000 dwt that are not older than 10 years. We
are permitted to borrow up to $10,000,000 at any one time for working capital
purposes during an initial period of 18 months from the first draw down date,
after which time our ability to borrow amounts for working capital purposes is
subject to review and reapproval on an annual basis.
Under the terms of the revolving credit agreement, the facility will be
available in full for five years and there are no principal repayment
obligations for the first five years. Over the remaining period of five years,
the facility will reduce in semi-annual amounts of $20,500,000 with a final
reduction of $125,000,000 occurring simultaneously with the last semi-annual
reduction. The facility bears interest at LIBOR plus a margin of 0.95%.
When the facility was entered into in 2005, we had paid an arrangement fee
of $1,200,000 in connection with the credit facility. We also incur a fee of
0.4% per annum on the unused portion of the revolving loan on a quarterly basis.
Our ability to borrow amounts under the revolving credit facility will be
subject to the satisfaction of certain customary conditions precedent and
compliance with terms and conditions included in the loan documents. In
connection with vessel acquisitions, amounts borrowed may not exceed 60% of the
value of the vessels securing our obligations under the credit facility. Our
ability to borrow such amounts, in each case, is subject to our lender's
approval of the vessel acquisition. Our lender's approval will be based on the
lender's satisfaction of our ability to raise additional capital through equity
issuances in amounts acceptable to our lender and the proposed employment of the
vessel to be acquired.
Our obligations under the revolving credit facility are secured by a first
priority mortgage on each of the vessels in our fleet and such other vessels
that we may from time to time include with the approval of our lender, and by a
first assignment of all freights, earnings, insurances and requisition
compensation relating to our vessels. The facility also limits our ability to
create liens on our assets in favor of other parties. We may grant additional
securities from time to time in the future.
The revolving credit facility, as amended, contains financial covenants
requiring us, among other things, to ensure that:
o the aggregate market value of the vessels in our fleet that secure our
obligations under the revolving credit facility, as determined by an
independent shipbroker on a charter free basis, at all times exceeds
130% of the aggregate principal amount of debt outstanding under the
new credit facility and the notional or actual cost of terminating any
related hedging arrangements;
o to the extent our debt during any accounting period is less than
$200,000,000, our total assets minus our debt will not be less than
$100,000,000; to the extent our debt during any accounting period is
greater than $200,000,000, our total assets minus our debt will not be
less than $150,000,000;
o our EBITDA, as defined in the credit agreement, will at all times be
not less than 2x the aggregate amount of interest incurred and net
amounts payable under interest rate hedging arrangements during the
relevant period; and
o we maintain with the lender $500,000 per vessel in addition to an
amount adequate to meet anticipated capital expenditures for the
vessel over a 12 month period.
For the purposes of the revolving credit facility, our "total assets"
includes our tangible fixed assets and our current assets, as set forth in our
consolidated financial statements, except that the value of any vessels in our
fleet that secure our obligations under the facility are measured by their fair
market value rather than their carrying value on our consolidated balance sheet.
The revolving credit facility permits us to pay dividends in amounts up to
our earnings before extraordinary or exceptional items, interest, taxes,
depreciation and amortization (EBITDA), less the aggregate amount of interest
incurred and net amounts payable under interest rate hedging agreements during
the relevant period and an agreed upon reserve for dry-docking, provided that
there is not a default or breach of loan covenant under the credit facility and
the payment of the dividends would not result in a default or breach of a loan
covenant.
Contractual Obligations
The following table sets forth our expected contractual obligations and their
maturity dates as of March 31, 2006:
Within One to Three to More than
One Year Three Years Five Years Five years Total
-------- ----------- ---------- ---------- -----
(in thousands of U.S. dollars)
Bank Loans ............................ $-- $-- $-- $140,000 $140,000
Interest and borrowing fees (1) ........ 6,243 16,594 16,653 38,733 78,222
Office lease ........................... 143 511 544 69 1,267
----------------------------------------------------------------
Total................................... $6,386 $17,105 $17,197 $178,802 $219,489
================================================================
(1) The Company is a party to floating-to-fixed interest rate swaps covering
notional amounts of $100,000,000 and $30,000,000 at March 31, 2006 that
effectively convert the Company's interest rate exposure from a floating
rate based on LIBOR to a fixed rate of 4.22% and 4.54% respectively, plus a
margin of 0.95%. The interest obligations for floating rate debt
($10,000,000 as of March 31, 2006) have been estimated based on the fixed
rates stated in related floating-to-fixed interest rate swaps, where
applicable, or the LIBOR rate at March 31, 2006.
Capital Expenditures
We make capital expenditures from time to time in connection with our
vessel acquisitions. These expenditures relate to purchase of vessels and
capital improvements to our vessels, which are expected to enhance the revenue
earning capabilities of these vessels. In addition to acquisitions that we may
undertake in future periods, other major capital expenditures include funding
the Company's maintenance program of regularly scheduled drydocking necessary to
preserve the quality of our vessels as well as to comply with international
shipping standards and environmental laws and regulations. Although the Company
has some flexibility regarding the timing of its dry docking, the costs are
relatively predictable. Management anticipates that vessels are to be drydocked
every two and a half years. Funding of these requirements is anticipated to be
met with cash from operations. We anticipate that this 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.
In the three-month period ended March 31, 2006, we spent $1,464,473 on
vessel drydockings and this amount will be amortized to expense on a
straight-line basis over the period through the date the next drydocking is
scheduled to occur. The following table represents certain information about the
estimated costs for anticipated vessel drydockings in the remainder of 2006 and
calendar 2007 along with the anticipated off-hire days:
--------------------------------------------------------------------------------
Quarter Ending Off-hire Days(1) Projected Costs(2)
-------------- ---------------- ------------------
June 30, 2006......................... -- --
September 30, 2006.................... 15 $0.35 million
December 31, 2006..................... 15 $0.35 million
March 31, 2007........................ 30 $0.70 million
June 30, 2007......................... -- --
September 30, 2007.................... 30 $0.70 million
December 31, 2007..................... 15 $0.35 million
--------------------------------------------------------------------------------
(1) Actual length of drydocking will vary based on the condition of the vessel,
yard schedules and other factors.
(2) Actual costs will vary based on various factors, including where the
drydockings are actually performed.
--------------------------------------------------------------------------------
Contracted Time Charter Revenue
We have time charter contracts currently for all our vessels. The
contracted time charter revenue schedule, as shown below, reduces future
contracted revenue for any estimated off-hire days relating to dry-docks.
The following table represents certain information about the Company's
revenue earning charters:
-------------------------------------------------------------------------------
Daily Time
Delivered to Time Charter Charter
Vessel Charterer Expiration (1) Hire Rate
------ --------- -------------- ---------
Cardinal April 19, 2005 March 2007 to June 2007 $26,500
Condor April 30, 2005 November 2006 to March 2007 $24,000
Falcon April 22, 2005 February 2008 to June 2008 $20,950
Griffon(2) February 17, 2006 January 2007 to February 2007 $13,550
Harrier April 21, 2005 March 2007 to June 2007 $23,750
Hawk I April 28, 2005 March 2007 to June 2007 $23,750
Kite(3) May 10, 2005 April 2006 $25,000
Osprey I ((4)) September 1, 2005 May 2008 to September 2008 $21,000
Peregrine July 1, 2005 October 2006 to January 2007 $24,000
Shikra April 30, 2005 July 2006 to November 2006 $22,000
Sparrow July 20, 2005 November 2006 to Feb 2007 $22,500
Merlin October 26, 2005 October 2007 to December 2007 $24,000
Heron December 11, 2005 December 2007 to February 2008 $24,000
-------------------------------------------------------------------------------
(1) The date range provided represents the earliest and latest date on which
the charterer may redeliver the vessel to the Company upon the termination
of the charter.
(2) The inital charter on the GRIFFON at a daily charter rate of $28,000 ended
in February 2006.
(3) Upon completion of the charter in April 2006, the KITE has commenced a new
charter at $14,750 per day until March 2007 to May 2007.
(4) The charterer of the OSPREY I has an option to extend the charter period by
up to 26 months at a daily time charter rate of $25,000.
Off-balance Sheet Arrangements
We do not have any off-balance sheet arrangements.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Interest Rate Risk
There have been no material changes from the "Interest Rate Risk"
previously disclosed in our Form 10-K for the year ended December 31, 2005.
Currency and Exchange Rates
The shipping industry's functional currency is the U.S. dollar. The Company
generates all of its revenues in U.S. dollars. The majority of the Company's
operating expenses and the entirety of its management expenses are in U.S.
dollars. The Company does not intend to use financial derivatives to mitigate
the risk of exchange rate fluctuations.
Item 4. Controls and Procedures
Disclosure Controls and Procedures
Our management, including our Chief Executive Officer and 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 of 1934) as of the end of the period covered by this
report. Based upon that evaluation, our Chief Executive Officer and Chief
Financial Officer have concluded that our disclosure controls and procedures are
effective to ensure that information required to be disclosed by the Company in
the reports that it files or submits to the SEC under the Securities Exchange
Act of 1934, as amended, is recorded, processed, summarized and reported within
the time periods specified in SEC rules and forms.
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 Securities Exchange Act of
1934), and there have been no changes in our internal control over financial
reporting that occurred during the first quarter of 2006 that materially
affected, or are reasonably likely to materially affect, our internal control
over financial reporting.
PART II: OTHER INFORMATION
Item 1 - Legal Proceedings
We are not aware of any legal proceedings or claims to which we or our
subsidiaries are party or of which our property is subject. From time to time in
the future, we may be subject to legal proceedings and claims in the ordinary
course of business, principally personal injury and property casualty claims.
Those claims, even if lacking merit, could result in the expenditure by us of
significant financial and managerial resources.
Item 1A - Risk Factors
There have been no material changes from the "Risk Factors" previously
disclosed in our Form 10-K for the year ended December 31, 2005.
Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds
On March 17, 2006, the Company granted 56,666 shares of the Company's stock
in options to its independent non-employee directors. These options vested and
became exercisable on the grant date at an exercise price of $13.23 per share.
All options expire ten years from the date of grant.
Item 3 - Defaults upon Senior Securities
None
Item 4 - Submission of Matters to a Vote of Security Holders
None
Item 5 - Other Information
On January 28, 2006, the limited liability company agreement of Eagle
Ventures LLC was amended and restated (the "Third LLC Agreement"). This provided
for the award of additional profits interests in Eagle Ventures LLC to certain
management employees and provided for certain adjustments in the manner
distributions are made by Eagle Ventures in connection with such newly awarded
profits interests. These profits interests will dilute only the interests of
owners of Eagle Ventures LLC, and will not dilute the direct holders of the
Company's common stock. On March 8, 2006, the Third LLC Agreement was amended
and restated (the "Fourth LLC Agreement") and was included as an Exhibit to our
annual report for the year ended December 31, 2005. Pursuant to the Fourth LLC
Agreement, an adjustment was made in the schedule governing the management
members' retention of service-related profits interests upon their termination
of employment with Eagle Ventures LLC or its subsidiaries (including the
Company). In addition, under the Fourth LLC Agreement one-fourth of the
service-related profits interests granted on January 28, 2006 were immediately
vested and the remaining newly granted service-related profits interests were
made subject to a three-year retention schedule.
On March 17, 2006, the Company granted 56,666 shares of the Company's stock
in options to its independent non-employee directors. These options vested and
became exercisable on the grant date at an exercise price of $13.23 per share.
All options expire ten years from the date of grant. As of March 31, 2006, no
other grants have been made under the plan. Also on March 17, 2006, the Company
granted a Dividend Equivalent Rights award to its independent non-employee
directors equivalent to 62,964 shares of the Company's common stock. This award
entitles the participant to receive a Dividend Equivalent payment each time the
Company pays a dividend to the Company's stockholders. The amount of the
Dividend Equivalent payment is equal to the number of Dividend Equivalent Rights
multiplied by the amount of the per share dividend paid by the Company on its
stock on the date the dividend is paid.
Item 6 - Exhibits
EXHIBIT INDEX
3.1 Amended and Restated Articles of Incorporation of the Company*
---
3.2 Amended and Restated Bylaws of the Company*
---
4.1 Form of Share Certificate of the Company*
---
10.1 Form of Registration Rights Agreement*
----
10.2 Form of Management Agreement*
----
10.3 Form of Credit Agreement*
----
10.4 Eagle Bulk Shipping Inc. 2005 Stock Incentive Plan*
----
10.5 Employment Agreement for Mr. Sophocles N. Zoullas*
----
10.6 Form of Fourth Amended and Restated Limited Liability Company
---- Agreement of Eagle Ventures LLC**
31.1 Rule 13a-14(d) / 15d-14(a) Certification of CEO
----
31.2 Rule 13a-14(d) / 15d-14(a) Certification of CFO
----
32.1 Section 1350 Certification of CEO
----
32.2 Section 1350 Certification of CFO
----
* Incorporated by reference to the Registration Statement on Form S-1,
Registration No. 333-123817.
** Incorporated by reference to the Registrant's annual report on Form 10-K
for the period ending December 31, 2005 filed on March 14, 2006.
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.
------------------------------------
(REGISTRANT)
Date: May 9, 2006
By: /s/ Sophocles N. Zoullas
-----------------------------
------------------------------------
Sophocles N. Zoullas
Chairman of the Board and
Chief Executive Officer
Date: May 9, 2006
By: /s/ Alan S. Ginsberg
-----------------------------
------------------------------------
Alan S. Ginsberg
Chief Financial Officer
and Treasurer
SK 25083 0001 668643