Document




UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
FORM 10-Q
(Mark One)
[X]
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2019
OR
[ ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________________ to __________________
Commission File Number 001-33831
EAGLE BULK SHIPPING INC.
(Exact name of Registrant as specified in its charter)
Republic of the Marshall Islands
 
98-0453513
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)
300 First Stamford Place, 5th floor
Stamford, Connecticut 06902
(Address of principal executive offices)(Zip Code)
Registrant’s telephone number, including area code: (203) 276-8100
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, par value $0.01 per share
EGLE
The Nasdaq Stock Market LLC
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 has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).




Yes x
No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ¨
Accelerated filer x
 
Non-Accelerated filer ¨
Smaller reporting company x
Emerging growth company ¨
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ¨
No x
Number of shares of registrant’s common stock outstanding as of August 5, 2019: 73,155,647
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes x No ¨
Securities registered pursuant to Section 12(b) of the Act:
















TABLE OF CONTENTS

 
 
Page
PART I
FINANCIAL INFORMATION
 
ITEM 1.
FINANCIAL STATEMENTS (Unaudited)

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
ITEM 2.
 
 
 
ITEM 3.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
 
 
ITEM 4.
 
 
 
PART II
OTHER INFORMATION
 
ITEM 1.
LEGAL PROCEEDINGS
ITEM 1A.
RISK FACTORS
ITEM 2.
ITEM 3.
ITEM 4.
ITEM 5.
ITEM 6.
SIGNATURES





CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q for the period ended June 30, 2019 (the "Quarterly Report on Form 10-Q") contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Private Securities Litigation Reform Act of 1995, and are intended to be covered by the safe harbor provided for under these sections. These statements may include words such as “believe,” “estimate,” “project,” “intend,” “expect,” “plan,” “anticipate,” and similar expressions in connection with any discussion of the timing or nature of future operating or financial performance or other events. Forward-looking statements reflect management’s current expectations and observations with respect to future events and financial performance.
Where we express an expectation or belief as to future events or results, such expectation or belief is expressed in good faith and believed to have a reasonable basis. However, our forward-looking statements are subject to risks, uncertainties, and other factors, which could cause actual results to differ materially from future results expressed, projected, or implied by those forward-looking statements. The principal factors that affect our financial position, results of operations and cash flows include, charter market rates, which have declined significantly from historic highs, periods of charter hire, vessel operating expenses and voyage costs, which are incurred primarily in U.S. dollars, depreciation expenses, which are a function of the 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 drybulk 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 drybulk vessel newbuilding orders or lower than anticipated rates of drybulk vessel scrapping; (iii) changes in rules and regulations applicable to the drybulk industry, including, without limitation, legislation adopted by international bodies or organizations such as the International Maritime Organization and the European Union or by individual countries; (iv) actions taken by regulatory authorities including without limitation the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”); (v) changes in trading patterns significantly impacting overall drybulk tonnage requirements; (vi) changes in the typical seasonal variations in drybulk 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 drydocking costs); (x) significant deteriorations in charter hire rates from current levels or the inability of the Company to achieve its cost-cutting measures; and (xi) the outcome of legal proceeding in which we are involved; and other factors listed from time to time in our filings with the Securities and Exchange Commission (the “SEC”). This discussion also includes statistical data regarding world drybulk fleet and orderbook and fleet age. We generated some of this data internally. Some of this data was obtained from independent industry publications and reports that we believe to be reliable sources, and we have not independently verified this data nor sought the consent of any organizations to refer to their reports in this Quarterly Report on Form 10-Q. 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. 




PART I: FINANCIAL INFORMATION
ITEM I. FINANCIAL STATEMENTS
EAGLE BULK SHIPPING INC. AND SUBSIDIARIES

Condensed Consolidated Balance Sheets as of June 30, 2019 and December 31, 2018
(Unaudited)
 
June 30, 2019
 
December 31, 2018
ASSETS:
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
38,598,904

 
$
67,209,753

Accounts receivable, net of a reserve of $1,754,604 and $2,073,616, respectively
17,736,491

 
19,785,582

Prepaid expenses
3,978,119

 
4,635,879

Inventories
12,994,459

 
16,137,785

Vessels held for sale

 
8,458,444

Other current assets
2,435,994

 
2,246,740

Total current assets
75,743,967

 
118,474,183

Noncurrent assets:
 
 
 
Vessels and vessel improvements, at cost, net of accumulated depreciation of $135,392,581 and $124,907,998, respectively
678,421,137

 
682,944,936

Advance for vessel purchase

 
2,040,000

Operating lease right-of-use assets
22,462,057

 

Other fixed assets, net of accumulated depreciation of $655,102 and $547,452, respectively
768,078

 
692,803

Restricted cash
26,863,979

 
10,953,885

Deferred drydock costs, net
13,591,833

 
12,186,356

Deferred financing costs - Super Senior Facility
194,864

 
285,342

Other assets
45,712,265

 
18,631,655

Total noncurrent assets
788,014,213

 
727,734,977

Total assets
$
863,758,180

 
$
846,209,160

LIABILITIES & STOCKHOLDERS' EQUITY
 
 
 
Current liabilities:
 
 
 
Accounts payable
$
6,196,328

 
$
14,161,169

Accrued interest
2,759,451

 
1,735,631

Other accrued liabilities
20,502,093

 
10,064,017

Fair value of derivatives
65,850

 
929,313

Current portion of operating lease liabilities
12,155,767

 

Unearned charter hire revenue
2,430,654

 
6,926,839

Current portion of long-term debt
29,679,587

 
29,176,230

Total current liabilities
73,789,730

 
62,993,199

Noncurrent liabilities:
 
 
 
Norwegian Bond Debt, net of debt discount and debt issuance costs
179,151,901

 
182,469,155

New First Lien Facility, net of debt discount and debt issuance costs

 
48,189,307

Original Ultraco Debt Facility, net of debt discount and debt issuance costs

 
70,924,885

New Ultraco Debt Facility, net of debt issuance costs
123,589,834

 

Operating lease liabilities
11,788,557

 

Other liabilities

 
208,651

Fair value below contract value of time charters acquired

 
1,818,114

Total noncurrent liabilities
314,530,292

 
303,610,112

Total liabilities
388,320,022

 
366,603,311

Commitments and contingencies

 

Stockholders' equity:
 
 
 
Preferred stock, $.01 par value, 25,000,000 shares authorized, none issued as of June 30, 2019 and December 31, 2018

 

Common stock, $.01 par value, 700,000,000 shares authorized, 71,348,524 and 71,055,400 shares issued and outstanding as of June 30, 2019 and December 31, 2018, respectively
713,485

 
710,555

Additional paid-in capital
896,064,585

 
894,272,533

Accumulated deficit
(421,339,912
)
 
(415,377,239
)
Total stockholders' equity
475,438,158

 
479,605,849

Total liabilities and stockholders' equity
$
863,758,180

 
$
846,209,160


The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

F-1



EAGLE BULK SHIPPING INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2019 and 2018
(Unaudited)
 
Three Months Ended
 
Six Months Ended
 
June 30, 2019
 
June 30, 2018
 
June 30, 2019
 
June 30, 2018
Revenues, net
$
69,391,315

 
$
74,938,700

 
$
146,780,912

 
$
154,309,309

 
 
 
 
 
 
 
 
Voyage expenses
20,907,155

 
17,204,964

 
46,813,295

 
39,719,556

Vessel expenses
19,958,408

 
20,577,116

 
40,052,114

 
41,655,773

Charter hire expenses
11,179,480

 
10,108,258

 
22,671,386

 
20,376,322

Depreciation and amortization
9,761,322

 
9,272,460

 
19,168,430

 
18,548,875

General and administrative expenses
8,040,811

 
8,895,505

 
16,450,730

 
18,809,469

Gain on sale of vessels
(966,802
)
 
(105,073
)
 
(5,073,349
)
 
(105,073
)
Total operating expenses
68,880,374

 
65,953,230

 
140,082,606

 
139,004,922

Operating income
510,941

 
8,985,470

 
6,698,306

 
15,304,387

Interest expense
6,733,156

 
6,387,011

 
13,495,159

 
12,648,080

Interest income
(393,164
)
 
(111,952
)
 
(827,482
)
 
(207,228
)
Loss on debt extinguishment

 

 
2,268,452

 

Other expense/(income)
163,105

 
(740,356
)
 
(2,275,150
)
 
(639,977
)
Total other expense, net
6,503,097

 
5,534,703

 
12,660,979

 
11,800,875

Net (loss)/income
$
(5,992,156
)
 
$
3,450,767

 
$
(5,962,673
)
 
$
3,503,512

 
 
 
 
 
 
 
 
Weighted average shares outstanding:
 
 
 
 
 
 
 
Basic
71,348,524

 
70,515,320

 
71,316,093

 
70,484,240

Diluted
71,348,524

 
72,086,980

 
71,316,093

 
71,560,775

 
 
 
 
 
 
 
 
Per share amounts:
 
 
 
 
 
 
 
Basic net (loss)/income
$
(0.08
)
 
$
0.05

 
$
(0.08
)
 
$
0.05

Diluted net (loss)/income
$
(0.08
)
 
$
0.05

 
$
(0.08
)
 
$
0.05


The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.


F-2



EAGLE BULK SHIPPING INC. AND SUBSIDIARIES


Condensed Consolidated Statements of Comprehensive (Loss)/Income
For the Three and Six Months Ended June 30, 2019 and 2018
(Unaudited)

 
Three Months Ended
 
Six Months Ended
 
June 30, 2019
 
June 30, 2018
 
June 30, 2019
 
June 30, 2018
Net (loss)/income
$
(5,992,156
)
 
$
3,450,767

 
$
(5,962,673
)
 
$
3,503,512

 
 
 
 
 
 
 
 
Comprehensive (loss)/income
$
(5,992,156
)
 
$
3,450,767

 
$
(5,962,673
)
 
$
3,503,512


The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

F-3



EAGLE BULK SHIPPING INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Stockholders' Equity
For the Three and Six Months Ended June 30, 2019 and 2018
(Unaudited)
 
Common
Stock
 
Common
Stock
Amount
 
Additional
Paid-in
Capital
 
Accumulated Deficit
 
Total Stockholders’
Equity
Balance at December 31, 2018
71,055,400

 
$
710,555

 
$
894,272,533

 
$
(415,377,239
)
 
$
479,605,849

Net income

 

 

 
29,483

 
29,483

Issuance of shares due to vesting of restricted shares
293,011

 
2,929

 
(2,929
)
 

 

Cash used to settle net share equity awards

 

 
(877,161
)
 

 
(877,161
)
Stock-based compensation

 

 
1,445,469

 

 
1,445,469

Balance at March 31, 2019
71,348,411

 
713,484

 
894,837,912

 
(415,347,756
)
 
480,203,640

Net loss

 

 

 
(5,992,156
)
 
(5,992,156
)
Issuance of shares due to vesting of restricted shares
113

 
1

 
(1
)
 

 

Cash used to settle net share equity awards

 

 
(536
)
 

 
(536
)
Stock-based compensation

 

 
1,227,210

 

 
1,227,210

Balance at June 30, 2019
71,348,524

 
$
713,485

 
$
896,064,585

 
$
(421,339,912
)
 
$
475,438,158



 
Common
Stock
 
Common
Stock
Amount
 
Additional
Paid-in
Capital
 
Accumulated Deficit
 
Total Stockholders’
Equity
Balance at December 31, 2017
70,394,307

 
$
703,944

 
$
887,625,902

 
$
(427,164,813
)
 
$
461,165,033

Cumulative effect of accounting change*

 

 

 
(787,110
)
 
(787,110
)
Net income

 

 

 
52,745

 
52,745

Issuance of shares due to vesting of restricted shares
120,711

 
1,207

 
(1,207
)
 

 

Cash used to settle net share equity awards

 

 
(254,146
)
 

 
(254,146
)
Stock-based compensation

 

 
3,510,911

 

 
3,510,911

Balance at March 31, 2018
70,515,018

 
705,151

 
890,881,460

 
(427,899,178
)
 
463,687,433

Net income

 

 

 
3,450,767

 
3,450,767

Issuance of shares due to vesting of restricted shares and exercise of options
1,448

 
14

 
4,851

 

 
4,865

Cash used to settle net share equity awards

 

 
(968
)
 

 
(968
)
Stock-based compensation

 

 
2,409,599

 

 
2,409,599

Balance at June 30, 2018
70,516,466

 
$
705,165

 
$
893,294,942

 
$
(424,448,411
)
 
$
469,551,696


* The opening accumulated deficit was adjusted on January 1, 2018 in connection with adoption of Accounting Standards Update 2014-09, revenue from contracts with customers ("ASC 606").

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

F-4



EAGLE BULK SHIPPING INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2019 and 2018
(Unaudited)
 
Six Months Ended
 
June 30, 2019
 
June 30, 2018
Cash flows from operating activities:
 
 
 
Net (loss)/income
$
(5,962,673
)
 
$
3,503,512

Adjustments to reconcile net (loss)/income to net cash provided by operating activities:
 
 
 
Depreciation
16,434,359

 
16,049,334

Amortization of operating lease right-of-use asset
6,242,947

 

Amortization of deferred drydocking costs
2,734,071

 
2,499,541

Amortization of debt discount and debt issuance costs
1,128,929

 
970,352

Amortization of fair value below contract value of time charter acquired

 
(340,950
)
Loss on debt extinguishment
2,268,452

 

Gain on sale of vessels
(5,073,349
)
 
(105,073
)
Net unrealized gain on fair value of derivatives
(1,951,420
)
 
(234,988
)
Stock-based compensation expense
2,672,679

 
5,920,510

Drydocking expenditures
(4,506,257
)
 
(4,632,000
)
Changes in operating assets and liabilities:
 
 
 
Accounts payable
(4,411,836
)
 
652,934

Accounts receivable
747,545

 
4,173,849

Accrued interest
1,023,820

 
(57,037
)
Inventories
3,143,326

 
2,201,681

Operating lease liabilities short and long-term
(6,616,844
)
 

Other current and non-current assets
885,451

 
(333,715
)
Other accrued liabilities and other liabilities
3,540,176

 
(3,332,732
)
Prepaid expenses
657,760

 
213,117

Unearned revenue
(4,496,185
)
 
(2,360,838
)
Net cash provided by operating activities
8,460,951

 
24,787,497

 
 
 
 
Cash flows from investing activities:
 
 
 
Purchase of vessel and vessel improvements
(18,477,740
)
 
(20,301,806
)
Proceeds from redemption of short-term investment

 
4,500,000

Proceeds from sale of vessels
22,631,367

 
9,719,013

Proceeds from hull and machinery insurance claims
1,301,546

 

Purchase of other fixed assets
(200,959
)
 
(50,933
)
Purchase of scrubbers and ballast water systems
(23,893,065
)
 

Net cash used in investing activities
(18,638,851
)
 
(6,133,726
)
 
 
 
 
Cash flows from financing activities:
 
 
 
Repayment of revolver loan under New First Lien Facility
(5,000,000
)
 
(5,000,000
)
Proceeds from the revolver loan under New First Lien Facility
5,000,000

 

Proceeds from Original Ultraco Debt Facility

 
8,600,000

Repayment of Original Ultraco Debt Facility
(82,600,000
)
 

Repayment of Norwegian Bond Debt
(4,000,000
)
 

Repayment of term loan under New Ultraco Debt Facility
(5,048,671
)
 

Proceeds from New Ultraco Debt Facility
153,440,000

 

Repayment of New First Lien Facility - term loan
(60,000,000
)
 


F-5



Debt issuance costs paid to lenders on New Ultraco Debt Facility
(3,156,250
)
 

Cash used to settle net share equity awards
(877,697
)
 
(255,114
)
Cash received from exercise of stock options

 
4,865

Other financing costs
(280,237
)
 
(1,373,449
)
Net cash (used in)/provided by financing activities
(2,522,855
)
 
1,976,302

 
 
 
 
Net (decrease)/increase in cash, cash equivalents and restricted cash
(12,700,755
)
 
20,630,073

Cash, cash equivalents and restricted cash at beginning of period
78,163,638

 
56,325,961

Cash, cash equivalents and restricted cash at end of period
$
65,462,883

 
$
76,956,034

SUPPLEMENTAL CASH FLOW INFORMATION
 
 
 
Cash paid during the period for interest
$
11,028,514

 
$
11,734,765

Accruals for Scrubbers and ballast water treatment systems included in Accounts payable and Other accrued liabilities
$
8,976,160

 
$


The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.

F-6



EAGLE BULK SHIPPING INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Note 1. Basis of Presentation and General Information
The accompanying condensed consolidated financial statements include the accounts of Eagle Bulk Shipping Inc. and its wholly-owned subsidiaries (collectively, the “Company,” “we,” “our” or similar terms). The Company is engaged in the ocean transportation of drybulk cargoes worldwide through the ownership, charter and operation of drybulk vessels. The Company’s fleet is comprised of Supramax and Ultramax drybulk carriers and the Company operates its business in one business segment.
As of June 30, 2019, the Company owned and operated a modern fleet of 45 oceangoing vessels, including 31 Supramax and 14 Ultramax vessels with a combined carrying capacity of 2,615,519 deadweight tonnage ("dwt") and an average age of approximately 9.0 years. Additionally, the Company charters-in three 61,400 dwt, 2013 built Ultramax vessels for an average remaining period of approximately two years. In addition, the Company charters-in third-party vessels on a short to medium term basis.
For the three and six months ended June 30, 2019 and 2018, the Company’s charterers did not individually account for more than 10% of the Company’s gross charter revenue during those periods.
The accompanying condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”), and the rules and regulations of the SEC that apply to interim financial statements and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes normally included in consolidated financial statements prepared in conformity with U.S. GAAP. They should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s 2018 Annual Report on Form 10-K, filed with the SEC on March 13, 2019.
The accompanying condensed consolidated financial statements are unaudited and include all adjustments (consisting of normal recurring adjustments) that management considers necessary for a fair presentation of its condensed 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.
As of January 1, 2019, we adopted ASU No. 2016-02, "Leases," as amended ("ASC 842" or the "new lease standard”). ASC 842 increases transparency and comparability among organizations by requiring a lessee to record right-of-use assets and related lease liabilities on its balance sheet when it commences an operating lease. The Company adopted ASC 842 using the modified retrospective transition method of adoption. Under this method, the cumulative effect of applying the new lease standard is recorded with no restatement of any comparative prior periods presented. As provided by ASC 842, the Company elected to record the required cumulative effect adjustments to the opening balance sheet in the period of adoption rather than in the earliest comparative period presented. As a result, prior periods as reported by the Company have not been impacted by the adoption. As required by ASC 842, the Company's disclosures around its leasing activities have been significantly expanded to enable users of our condensed consolidated financial statements to assess the amount, timing and uncertainty of cash flows arising from lease arrangements. Please refer to Note 2. Recent Accounting Pronouncements for further information.
The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The significant estimates and assumptions of the Company are residual value of vessels, the useful lives of vessels, the value of stock-based compensation, fair value of right-of-use asset and lease liability and the fair value of derivatives. Actual results could differ from those estimates.
Note 2. Recent Accounting Pronouncements

Leases

On January 1, 2019, the Company adopted ASC 842. ASC 842 revises the accounting for leases. Under the new lease standard, lessees are required to recognize a right-of-use asset and a lease liability for substantially all leases. The new lease standard

F-7



will continue to classify leases as either financing or operating, with classification affecting the pattern of expense recognition. The accounting applied by a lessor under the new guidance will be substantially equivalent to current lease accounting guidance.

The following are the type of contracts that fall under ASC 842:

Time charter out contracts
    
Our shipping revenues are principally generated from time charters and voyage charters. In a time charter contract, the vessel is hired by the charterer for a specified period of time in exchange for consideration which is based on a daily hire rate. The charterer has the full discretion over the ports visited, shipping routes and vessel speed. The contract/charter party generally provides typical warranties regarding the speed and performance of the vessel. The charter party generally has some owner protective restrictions such that the vessel is sent only to safe ports by the charterer, subject always to compliance with applicable sanction laws, and carry only lawful or non-hazardous cargo. In a time charter contract, the Company is responsible for all the costs incurred for running the vessel such as crew costs, vessel insurance, repairs and maintenance and lubes. The charterer bears the voyage related costs such as bunker expenses, port charges and canal tolls during the hire period. The performance obligations in a time charter contract are satisfied over the term of the contract beginning when the vessel is delivered to the charterer until it is redelivered back to the Company. The charterer generally pays the charter hire in advance of the upcoming contract period. The Company determined that all time charter contracts are considered operating leases and therefore fall under the scope of ASC 842 because: (i) the vessel is an identifiable asset; (ii) the Company does not have substantive substitution rights; and (iii) the charterer has the right to control the use of the vessel during the term of the contract and derives the economic benefits from such use.

The transition guidance associated with ASC 842 allows for certain practical expedients to the lessors. The Company elected not to separate the lease and non-lease components included in the time charter revenue because the pattern of revenue recognition for the lease and non-lease components (included in the daily hire rate) is the same. The daily hire rate represents the hire rate for a bare boat charter as well as the compensation for expenses incurred running the vessel such as crewing expense, repairs, insurance, maintenance and lubes. Both the lease and non-lease components are earned by passage of time.

The adoption of ASC 842 did not materially impact our accounting for time charter out contracts. The revenue generated from time charter out contracts is recognized on a straight-line basis over the term of the respective time charter agreements, which are recorded as part of revenues, net in our Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2019 and 2018.

Time charter in contracts

The Company charters in vessels to supplement our own fleet and employs them both on time charters and voyage charters. The time charter in contracts range in lease terms from 30 days to 2 years. The Company elected the practical expedient of ASC 842 that allows for time charter in contracts with an initial lease term of less than 12 months to be excluded from the operating lease right-of-use assets and lease liabilities recognized on our Condensed Consolidated Balance Sheet as of January 1, 2019. The Company recognized the operating lease right-of-use assets and the corresponding lease liabilities on the Condensed Consolidated Balance sheet for time charter in contracts greater than 12 months on the date of adoption of ASC 842. The Company will continue to recognize the lease payments for all operating leases as charter hire expenses on the condensed consolidated statements of operations on a straight-line basis over the lease term.

Under ASC 842, leases are classified as either finance or operating arrangements, with such classification affecting the pattern and classification of expense recognition in an entity's income statement. For operating leases, ASC 842 requires recognition in an entity’s income statement of a single lease expense, calculated so that the cost of the lease is allocated over the lease term, generally on a straight-line basis. Right-of-use assets represent a right to use an underlying asset for the lease term and the related lease liability represents an obligation to make lease payments pursuant to the contractual terms of the lease agreement.

At lease commencement, a lessee must develop a discount rate to calculate the present value of the lease payments so that it can determine lease classification and measure the lease liability. When determining the discount rate to be used at lease commencement, a lessee must use the rate implicit in the lease unless that rate cannot be readily determined. When the rate implicit in the lease cannot be readily determined, the lessee should use its incremental borrowing rate. The incremental borrowing rate is the rate that reflects the interest a lessee would have to pay to borrow funds on a collateralized basis over a similar term and in a similar economic environment. The Company determined that the time charter in contracts do not contain an implicit borrowing rate. Therefore, the Company arrived at the incremental borrowing rate by determining the Company's implied credit rating and the yield curve for debt as of January 1, 2019. The Company then interpolated the yield curve to determine the incremental borrowing rate for each lease based on the remaining lease term on the specific lease. Based on the above methodology, the Company's incremental

F-8



borrowing rates ranged from 5.05% to 6.08% for the five lease contracts for which the Company recorded operating lease right-of-use assets and corresponding lease liabilities.

The Company has time charter in contracts for three Ultramax vessels which are greater than 12 months as of the date of adoption of ASC 842. A brief description of each of these contracts is below:

(i) The Company entered into an agreement effective April 28, 2017, to charter in a 61,400 dwt, 2013 built Japanese vessel for approximately four years with options for two additional years. The hire rate for the first four years is $12,800 per day and the hire rate for the first optional year is $13,800 per day and $14,300 per day for the second optional year. The Company determined that it will not exercise the existing options under this contract and therefore the options are not included in the calculation of the operating lease right-of-use asset. In addition, the Company’s fair value below contract value of time charters acquired of $1.8 million as of December 31, 2018, which related to the unamortized value of a prior charter with the same counterparty that had been recorded at the time of the Company’s emergence from bankruptcy, was offset against the corresponding right of use asset on this lease as of January 1, 2019.
  
(ii) On May 4, 2018, the Company entered into an agreement to charter-in a 61,425 dwt 2013 built Ultramax vessel for three years with an option for an additional two years. The hire rate for the first three years is $12,700 per day and $13,750 per day for the first year option and $14,750 per day for the second year option. The Company took delivery of the vessel in the third quarter of 2018. The Company determined that it will not exercise the existing options under this contract and therefore the options are not included in the calculation of the operating lease right-of-use asset.
(iii) On December 9, 2018, the Company entered into an agreement to charter-in a 62,487 dwt 2016 built Ultramax vessel for two years. The hire rate for the vessel until March 2020 is $14,250 per day and $15,250 per day thereafter. The Company took delivery of the vessel in the fourth quarter of 2018. The Company determined that it will not exercise the existing options under this contract and therefore the options are not included in the calculation of the operating lease right-of-use asset.
Office leases

On October 15, 2015, the Company entered into a new commercial lease agreement as a subtenant for office space in Stamford, Connecticut. The lease is effective from January 2016 through June 2023, with an average annual rent of $0.4 million. The lease is secured by a letter of credit backed by cash collateral of $74,917 and is recorded as restricted cash in the accompanying condensed consolidated balance sheets. In November 2018, the Company entered into a lease office agreement in Singapore, which expires in October 2021, with an average annual rent of $0.3 million. The Company determined the two office leases to be operating leases and records the lease expense as part of General and administrative expenses in the Condensed Consolidated Statement of Operations for the three and six months ended June 30, 2019 and 2018.
Adoption of ASC 842
The Company adopted ASC 842 on January 1, 2019, which resulted in the recognition of operating lease right-of-use assets of $28.7 million and related lease liabilities for operating leases of $30.5 million in Total Assets and Total Liabilities, respectively, on our Condensed Consolidated Balance Sheet on January 1, 2019.

In connection with its adoption of ASC 842, the Company elected the "package of 3" practical expedients permitted under the transition guidance, which exempts the Company from reassessing:
whether any expired or existing contracts are or contain leases.
any expired or existing lease classifications.
initial direct costs for any existing leases.

Additionally, the Company elected, consistent with the practical expedient allowed under the transition guidance of ASC 842 to not separate the lease and non-lease components related to a lease contract and to account for them instead as a single lease component for the purposes of the recognition and measurement requirements of ASC 842.

The Company elected not to use the practical expedient of hindsight in determining the lease term and in assessing the impairment of the Company's operating lease right-of-use assets.

Prior to January 1, 2019, the Company recognized lease expense in accordance with then-existing U.S. GAAP (“prior GAAP”). Because both ASC 842 and prior GAAP generally recognize operating lease expenses on a straight-line basis over the term

F-9



of the lease arrangement and the Company only has operating lease arrangements, there were no material differences between the timing and amount of lease expenses recognized under the two accounting methodologies during the three and six months ended June 30, 2019 and 2018.

Lease Disclosures Under ASC 842

The objective of the disclosure requirements under ASC 842 is to enable users of an entity’s financial statements to assess the amount, timing and uncertainty of cash flows arising from lease arrangements. In addition to the supplemental qualitative leasing disclosures included above, below are quantitative disclosures that are intended to meet the stated objective of ASC 842.

Operating lease right-of-use assets and lease liabilities as of June 30, 2019 and January 1, 2019 are as follows:
Description
Location in Balance Sheet
June 30, 2019
 
January 1, 2019 **
Assets:
 
 
 
 
Chartered-in contracts greater than 12 months *
Operating lease right-of-use assets
$
20,194,474

 
$
26,144,409

Office leases
Operating lease right-of-use assets
2,267,583

 
2,560,593

 
 
$
22,462,057

 
$
28,705,002

Liabilities :
 
 
 
 
Chartered-in contracts greater than 12 months
Current portion of operating lease liabilities
$
11,547,210

 
$
13,802,149

Office leases
Current portion of operating lease liabilities
608,557

 
693,203

 
 
$
12,155,767

 
$
14,495,352

 
 
 
 
 
Chartered-in contracts greater than 12 months
Operating lease liabilities
$
10,129,531

 
$
14,160,374

Office leases
Operating lease liabilities
1,659,026

 
1,867,390

 
 
$
11,788,557

 
$
16,027,764


* The Company netted $1.8 million, which was previously recorded as fair value on time charters acquired in the Condensed Consolidated Balance Sheet as of December 31, 2018 against the Operating lease right-of-use asset upon adoption of ASC 842 on January 1, 2019.

** The Operating lease right-of-use asset and Operating lease liabilities represent the present value of lease payments for the remaining term of the lease. The discount rate used ranged from 5.05% to 6.08%. The weighted average discount rate used to calculate the lease liability was 5.49%.

The table below presents the components of the Company’s lease expenses and sub-lease income on a gross basis earned from chartered-in contracts greater than 12 months for the three and six months ended June 30, 2019:
Description
Location in Statement of Operations
 
Three Months Ended
June 30, 2019
 
Six Months Ended
June 30, 2019
 
 
 
 
 
 
Lease expense for chartered-in contracts less than 12 months
Charter hire expenses
 
$
7,684,182

 
$
16,044,965

Lease expense for chartered-in contracts greater than 12 months
Charter hire expenses
 
3,495,298

 
6,626,421

 
 
 
$
11,179,480

 
$
22,671,386

 
 
 
 
 
 
Lease expense for office leases
General and administrative expenses
 
$
177,356

 
$
355,356

 
 
 
 
 
 
Sub lease income from chartered-in contracts greater than 12 months *
Revenues, net
 
$
2,759,065

 
$
5,841,817


* The sub-lease income represents only time charter revenue earned on the chartered-in contracts greater than 12 months. There is additional revenue of $0.2 million and $1.0 million, respectively, earned from voyage charters on the same chartered-in contracts which is recorded in Revenues, net in our Statement of Operations in the condensed consolidated financial statements for the three

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and six months ended June 30, 2019. Additionally, there is revenue earned from time charters from chartered-in contracts less than 12 months which is included in Revenues, net in our Statement of Operations for the three and six months ended June 30, 2019.

The cash paid for operating leases with terms greater than 12 months is $3.7 million and $7.4 million for the three and six months ended June 30, 2019, respectively.

The Company did not enter into any operating leases greater than 12 months for the three and six months ended June 30, 2019.

The weighted average remaining lease term on our chartered-in contracts greater than 12 months is 25.3 months.

The table below provides the total amount of lease payments on an undiscounted basis on our chartered-in contracts and office leases greater than 12 months as of June 30, 2019:
Year
Chartered-in contracts greater than 12 months
Office leases
Total Operating leases
 
 
 
 
Discount rate upon adoption
5.37
%
5.80
%
5.48
%
 
 
 
 
Six months ending December 31, 2019
$
7,070,784

$
364,341

$
7,435,125

2020
9,867,731

733,874

10,601,605

2021
5,825,710

700,257

6,525,967

2022

483,048

483,048

2023

244,878

244,878

 
$
22,764,225

$
2,526,398

$
25,290,623

 
 
 
 
Present value of lease liability
$
21,676,741

$
2,267,583

$
23,944,324

 
 
 
 
Lease liabilities - short term
$
11,547,210

$
608,557

$
12,155,767

Lease liabilities - long term
10,129,531

1,659,026

11,788,557

Total lease liabilities
$
21,676,741

$
2,267,583

$
23,944,324

 
 
 
 
Discount based on incremental borrowing rate
$
1,087,484

$
258,815

$
1,346,299



The future minimum commitments under the leases for office space as of December 31, 2018 are as follows: 

2019
 
$
714,794

2020
 
728,212

2021
 
707,630

2022
 
483,048

2023
 
244,878

Total
 
$
2,878,562


The office rent expense was $188,048 and $340,470 for the three and six months ended June 30, 2018, respectively.

Revenue recognition

Voyage charters
In a voyage charter contract, the charterer hires the vessel to transport a specific agreed-upon cargo for a single voyage, which may contain multiple load ports and discharge ports. The consideration in such a contract is determined on the basis of a freight rate per metric ton of cargo carried or occasionally on a lump sum basis. The charter party generally has a minimum amount of cargo. The charterer is liable for any short loading of cargo or "dead" freight. The voyage contract generally has standard payment terms of 95% freight paid within three days after completion of loading. The voyage charter party generally has a "demurrage" or "despatch" clause. As per this clause, the charterer reimburses the Company for any delays that exceed the agreed to laytime at the

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ports visited, with the amounts recorded as demurrage revenue. Conversely, the charterer is given credit if the loading/discharging activities happen within the allowed laytime which is known as despatch and results in a reduction of revenue. In a voyage charter contract, the performance obligations begin to be satisfied once the vessel begins loading the cargo. The Company determined that its voyage charter contracts consist of a single performance obligation of transporting the cargo within a specified time period. Therefore, the performance obligation is met evenly as the voyage progresses, and the revenue is recognized on a straight- line basis over the voyage days from the commencement of the loading of cargo to completion of discharge.
The voyage contracts are considered service contracts which fall under the provisions of ASC 606 because the Company, as the shipowner, retains control over the operations of the vessel such as directing the routes taken or the vessel speed. The voyage contracts generally have variable consideration in the form of demurrage or despatch. The amount of revenue earned as demurrage or despatch paid by the Company for the three and six months ended June 30, 2019 and 2018 is not material.
The Company recognized $5.2 million and $6.9 million, respectively, of revenue for the three and six months ended June 30, 2019 relating to performance obligations satisfied in prior periods.
The following table shows the revenues earned from time charters and voyage charters for the three and six months ended June 30, 2019 and 2018:
 
Three Months Ended
 
Six Months Ended
 
June 30, 2019
 
June 30, 2018
 
June 30, 2019
 
June 30, 2018
 
 
 
 
 
 
 
 
Time charters
$
32,138,075

 
$
37,355,472

 
$
59,642,266

 
$
66,678,691

Voyage charters
37,253,240

 
37,583,228

 
87,138,646

 
87,630,618

 
$
69,391,315

 
$
74,938,700

 
$
146,780,912

 
$
154,309,309

Contract costs
In a voyage charter contract, the Company bears all voyage related costs such as fuel costs, port charges and canal tolls. These costs are considered contract fulfillment costs because the costs are direct costs related to the performance of the contract and are expected to be recovered. The costs incurred during the period prior to commencement of loading the cargo, primarily bunkers, are deferred as they represent setup costs and recorded as a current asset and are amortized on a straight-line basis as the related performance obligations are satisfied. As of June 30, 2019, the Company recognized $0.2 million of deferred costs which represents bunker expenses and charter-hire expenses incurred prior to commencement of loading. These costs, are recorded in Other current assets on the Condensed Consolidated Balance Sheet.
Accounting standards issued but not yet adopted

The FASB has issued accounting standards that have not yet become effective and may impact the Company’s condensed consolidated financial statements or related disclosures in future periods. These standards and their potential impact are discussed below:

Fair Value Measurement Disclosures — In August 2018, the FASB issued ASU No. 2018-13, "Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement" ("ASU No. 2018-13"). ASU No. 2018-13, which is part of the FASB's broader disclosure framework project to modify and supplement the current U.S. GAAP disclosure requirements that pertain to fair value measurements, with an emphasis on Level 3 disclosures of the valuation hierarchy. ASU No. 2018-13 is effective on January 1, 2020, with early adoption permitted. The adoption of ASU No. 2018-13 is currently not expected to have a material impact on the Company's condensed consolidated financial statements.

Financial Instrument Credit Losses — In June 2016, the FASB issued ASU No. 2016-13, "Financial Instruments—Credit Losses" ("ASU No. 2016-13"). ASU No. 2016-13 amends the current financial instrument impairment model by requiring entities to use a forward-looking approach based on expected losses to estimate credit losses on certain types of financial instruments, including trade receivables. ASU No. 2016-13 is effective on January 1, 2020, with early adoption permitted. The Company is currently evaluating the impact of the adoption of the accounting standard on its condensed consolidated financial statements.


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The FASB continues to work on a number of other significant accounting standards, which if issued, could materially impact the Company's accounting policies and disclosures in future periods. As these standards have not yet been issued, the effective dates and potential impacts are unknown.

Note 3. Vessels
Vessel and Vessel Improvements
As of June 30, 2019, the Company’s owned operating fleet consisted of 45 drybulk vessels.
On May 2, 2019, the Company signed a memorandum of agreement to sell the vessel Thrasher for $9.8 million, after broker commissions and associated selling expenses. The vessel was delivered to the buyer in the second quarter of 2019. The Company recorded a gain of approximately $1.0 million in its condensed consolidated statements of operations for the three and six months ended June 30, 2019.

On January 4, 2019, the Company signed a memorandum of agreement to sell the vessel Merlin, a 2001 built Supramax, for $6.1 million, after brokerage commissions and associated selling expenses. The vessel was delivered to the buyers in the first quarter of 2019. The Company recorded a gain of approximately $1.9 million in its condensed consolidated statements of operations for the six months ended June 30, 2019.
On December 21, 2018, the Company signed a memorandum of agreement to acquire a 2015 built Ultramax vessel for $20.4 million and paid a deposit of $2.0 million in 2018. The Company took delivery of the vessel, the Cape Town Eagle, on January 11, 2019.

On December 13, 2018, the Company signed a memorandum of agreement to sell the vessel Condor, a 2001 built Supramax, for $6.1 million, after brokerage commissions and associated selling expenses. The vessel was delivered to the buyer in the first quarter of 2019. The Company recorded a gain of $2.2 million in its condensed consolidated statements of operations for the six months ended June 30, 2019.
On September 4, 2018, the Company entered into a series of agreements to purchase up to 37 Scrubbers, which are to be fitted on the Company's vessels. The agreements are comprised of firm orders for 19 Scrubbers and up to an additional 18 units, at the Company’s option. On November 20, 2018, the Company announced that it had exercised its option to purchase 15 of the 18 optional Scrubbers, and on January 23, 2019, the Company announced that it had exercised the remaining three options. The projected costs, including installation, is approximately $2.2 million per scrubber system. The Company intends to complete the installation of a majority of the 37 Scrubbers prior to January 1, 2020, which is the implementation date of the new sulphur emission cap regulation, as set forth by the International Maritime Organization (“IMO”). The Company recorded $41.8 million of scrubber system costs in Other assets in the Condensed Consolidated Balance Sheet as of June 30, 2019.

On August 14, 2018, the Company entered into a contract for the installation of ballast water treatment systems ("BWTS") on all of our owned vessels. The projected costs, including installation, is approximately $0.5 million per BWTS. The Company intends to complete the installation during scheduled drydockings. The Company recorded $3.2 million for BWTS in Other assets in the Condensed Consolidated Balance Sheet as of June 30, 2019.
Vessel and vessel improvements consist of the following:
Vessels and vessel improvements, at December 31, 2018
$
682,944,936

Advance paid for purchase of Cape Town Eagle at December 31, 2018
2,040,000

Purchase of Vessels and Vessel Improvements
18,477,740

Sale of vessel
(8,732,865
)
Vessel depreciation expense
(16,308,674
)
Vessels and vessel improvements, at June 30, 2019
$
678,421,137


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Note 4. Debt
 
June 30, 2019
 
December 31, 2018
Norwegian Bond Debt
$
192,000,000

 
$
196,000,000

Debt discount and debt issuance costs - Norwegian Bond Debt
(4,848,099
)
 
(5,530,845
)
Less: Current Portion - Norwegian Bond Debt
(8,000,000
)
 
(8,000,000
)
Norwegian Bond Debt, net of debt discount and debt issuance costs
179,151,901

 
182,469,155

New Ultraco Debt Facility
148,391,329

 

Debt issuance costs - New Ultraco Debt Facility
(3,121,908
)
 

Less: Current Portion - New Ultraco Debt Facility
(21,679,587
)
 

New Ultraco Debt Facility, net of debt discount and debt issuance costs
123,589,834

 

New First Lien Facility

 
60,000,000

Debt discount and debt issuance costs - New First Lien Facility

 
(1,060,693
)
Less: Current Portion - New First Lien Facility

 
(10,750,000
)
New First Lien Facility, net of debt discount and debt issuance costs

 
48,189,307

Original Ultraco Debt Facility

 
82,600,000

Debt discount and debt issuance costs - Original Ultraco Debt Facility

 
(1,248,885
)
Less: Current portion - Original Ultraco Debt Facility

 
(10,426,230
)
Original Ultraco Debt Facility, net of debt discount and debt issuance costs

 
70,924,885

Total long-term debt
$
302,741,735

 
$
301,583,347

New Ultraco Debt Facility

On January 25, 2019, Ultraco Shipping LLC ("Ultraco"), a wholly-owned subsidiary of the Company, entered into a new senior secured credit facility, as the borrower (the "New Ultraco Debt Facility"), with the Company and certain of its indirect vessel-owning subsidiaries, as guarantors (the “Guarantors”), the lenders party thereto, the swap banks party thereto, ABN AMRO Capital USA LLC ("ABN AMRO"), Credit Agricole Corporate and Investment Bank, Skandinaviska Enskilda Banken AB ( PUBL) and DNB Markets Inc., as mandated lead arrangers and bookrunners, and ABNAMRO, as arranger, security trustee and facility agent. The New Ultraco Debt Facility provides for an aggregate principal amount of $208.4 million, which consists of (i) a term loan facility of $153.4 million (the "Term Facility Loan") and (ii) a revolving credit facility of $55.0 million. The proceeds from the New Ultraco Debt Facility were used to repay the outstanding debt including accrued interest under the Original Ultraco Debt Facility (as defined below) and the New First Lien Facility (as defined below) in full and for general corporate purposes. Subject to certain conditions set forth in the credit agreement, Ultraco may request an increase of up to $60.0 million in the aggregate principal amount of the Term Facility Loan. Outstanding borrowings under the New Ultraco Debt Facility bear interest at LIBOR plus 2.50% per annum. The Company paid $3.1 million as debt issuance costs to the lenders.
 
The New Ultraco Debt Facility matures on the earlier of (i) five years from the initial borrowing date and (ii) February 15, 2024 (the “Maturity Date”). Pursuant to the terms of the facility, Ultraco must repay the aggregate principal amount of $5.1 million in quarterly installments for the first year and $6.5 million in quarterly installments from the second year until the Maturity Date. Additionally, there are semi-annual catch up amortization payments from excess cash flow with a maximum cumulative payable of $4.6 million, with a final balloon payment of all remaining outstanding debt to be made on the Maturity Date.

Accrued interest on amounts outstanding under the New Ultraco Debt Facility must be paid on the last day of each applicable interest period. Interest periods are for three months, six months or any other period agreed to between Ultraco and the Lenders. Ultraco must prepay certain specified amounts outstanding under the credit agreement if an Ultraco Vessel (as defined below) is sold or becomes a total loss or if there is a change of control with respect to the Company, Ultraco or any Guarantor.

Ultraco’s obligations under the New Ultraco Debt Facility are secured by, among other items, a first priority mortgage on 21 vessels owned by the Guarantors as identified in the credit agreement and such other vessels that it may from time to time include with the approval of the Lenders (the “Ultraco Vessels”), an assignment of certain accounts, an assignment of certain charters with terms that exceeds 12 months, an assignment of insurances, an assignment of certain master agreements, and a pledge of the membership interests of Ultraco and each Guarantor. In the future, Ultraco or the Guarantors may grant additional security to the Lenders from time to time.


F-14



The New Ultraco Debt Facility contains financial covenants requiring the Company, on a consolidated basis excluding Shipco (as defined below) and any of Shipco’s subsidiaries (each, a “Restricted Subsidiary”) and any of the vessels owned by any Restricted Subsidiary to maintain a minimum amount of free cash or cash equivalents in an amount not less than the greater of (i) $0.6 million per owned vessel and (ii) 7.5% of the total consolidated debt of the Company and its subsidiaries, excluding any Restricted Subsidiary, which currently consists of amounts outstanding under the New Ultraco Debt Facility. The New Ultraco Debt Facility also requires the Company to maintain a liquidity reserve of $0.6 million per Ultraco Vessel in an unblocked account. Additionally, the credit agreement requires the Company, on a consolidated basis, excluding any Restricted Subsidiary and the vessels owned by any Restricted Subsidiary, to maintain (i) a ratio of minimum value adjusted tangible equity to total assets ratio of not less than 0.30:1, (ii) a consolidated interest coverage ratio of not less than a range varying from 1.50 to 1.00 to 2.50 to 1.00, and (iii) a positive working capital. The credit agreement also imposes operating restrictions on Ultraco and the Guarantors, including limiting Ultraco’s and the Guarantors’ ability to, among other things: incur additional indebtedness; create liens on assets; sell assets; dissolve or liquidate; merge or consolidate with another person; make investments; engage in transactions with affiliates; and allow certain changes of control to occur. The credit agreement allows for the Company to pay dividends upon satisfaction of certain conditions set forth in the credit agreement. The Company is in compliance with its financial covenants as of June 30, 2019.

Finally, the credit agreement includes customary events of default, including those relating to: a failure to pay principal or interest; a breach of covenant, representation or warranty; a cross-default to other indebtedness; the occurrence of certain bankruptcy and insolvency events; the occurrence of certain ERISA events; a judgment default; the cessation of business; the impossibility or unlawfulness of performance of the loan documents; the ineffectiveness of any material provision of any loan document; the occurrence of a material adverse effect; and the occurrence of certain swap terminations.

Norwegian Bond Debt
 
On November 28, 2017, Eagle Bulk Shipco LLC, a wholly-owned subsidiary of the Company ("Shipco" or "Issuer") issued $200,000,000 in aggregate principal amount of 8.250% Senior Secured Bonds (the "Bonds" or the "Norwegian Bond Debt"), pursuant to those certain bond terms (the "Bond Terms"), dated as of November 22, 2017, by and between the Issuer and Nordic Trustee AS, as the Bond Trustee. After giving effect to an original issue discount of approximately 1% and deducting offering expenses of $3.1 million, the net proceeds from the issuance of the Bonds were approximately $195.0 million. These net proceeds from the Bonds, together with the proceeds from the New First Lien Facility and cash on hand, were used to repay all amounts outstanding, including accrued interest under various debt facilities outstanding at that time and to pay expenses associated with the refinancing transactions. Shipco incurred $1.3 million in other financing costs in connection with the transaction.

The Norwegian Bond Debt is guaranteed by the limited liability companies that are subsidiaries of the Issuer and the legal and beneficial owners of 24 security vessels (the "Shipco Vessels") in the Company’s fleet, and are secured by mortgages over such security vessels, a pledge granted by the Company over all of the shares of the Issuer, a pledge granted by the Issuer over all the shares in the Vessel Owners (as defined in the Bond Terms), certain charter contract assignments, certain assignments of earnings, a pledge over certain accounts, an assignment of insurances covering security vessels, and assignments of intra-group debt between the Company and the Issuer or its subsidiaries.

Pursuant to the Bond Terms, interest on the Bonds will accrue at a rate of 8.25% per annum on the nominal amount of each of the Bonds from November 28, 2017, payable semi-annually on May 29 and November 29 of each year (each, an “Interest Payment Date”), commencing May 29, 2018. The Bonds will mature on November 28, 2022. On each Interest Payment Date from and including November 29, 2018, the Issuer must repay an amount of $4.0 million, plus accrued interest thereon. Any outstanding Bonds must be repaid in full on the Maturity Date at a price equal to 100% of the nominal amount, plus accrued interest thereon.

The Issuer may redeem some or all of the outstanding Bonds at any time on or after the Interest Payment Date in May 2020 (the “First Call Date”), at the following redemption prices (expressed as a percentage of the nominal amount), plus accrued interest on the redeemed amount, on any business day from and including:
    
Period
 
Redemption Price
First Call Date to, but not including, the Interest Payment Date in November 2020
 
104.125
%
Interest Payment Date in November 2020 to but not including, the Interest Payment Date in May 2021
 
103.3
%
Interest Payment Date in May 2021 to, but not including, the Interest Payment Date in November 2021
 
102.475
%
Interest Payment Date in November 2021 to, but not including, the Interest Payment Date in May 2022
 
101.65
%
Interest Payment Date in May 2022 to, but not including, the Maturity Date
 
100.0
%


F-15



Prior to the First Call Date, the Issuer may redeem some or all of the outstanding Bonds at a price equal to 100.0% of the nominal amount of the Bonds plus a “make-whole” premium and accrued and unpaid interest to the redemption date.
    
If the Company experiences a change of control, each holder of the Bonds will have the right to require that the Issuer purchase all or some of the Bonds held by such holder at a price equal to 101.0% of the nominal amount, plus accrued interest.

The Bond Terms contain certain financial covenants that the Issuer’s leverage ratio, defined as the ratio of outstanding bond amount and any drawn amounts under the Super Senior Facility less consolidated cash balance to the aggregate book value of the Shipco Vessels, must not exceed 75.0% and its subsidiaries’ free liquidity must at all times be at least $12.5 million. Shipco is in compliance with its financial covenants as of June 30, 2019.

During the first half of 2019, the Company sold three vessels, Thrasher, Condor and Merlin, for combined net proceeds of $22.6 million. Additionally, the Company sold one vessel, Thrush, in 2018 for net proceeds of $10.8 million. Pursuant to the Bond Terms governing the Norwegian Bond Debt, the proceeds from the sale of vessels are to be held in a restricted account to be used for the financing of the acquisition of additional vessels by Shipco. As a result, the Company recorded the proceeds from the sale of these vessels as restricted cash in the Condensed Consolidated Balance Sheet.

On November 6, 2018, the Company received approval for an amendment to the Bond Terms to allow for the proceeds from the sale of the Shipco Vessels for partial financing of Scrubbers. As of June 30, 2019, the Company used $6.7 million of proceeds received from sale of Shipco Vessels for financing of Scrubbers.

The Bond Terms also contain certain events of default customary for transactions of this type, including, but not limited to, those relating to: a failure to pay principal or interest; a breach of covenants, representation or warranty; a cross default to other indebtedness; the occurrence of certain bankruptcy and insolvency events; and the impossibility or unlawfulness of performance of the finance documents.

The Bond Terms also contain certain exceptions and qualifications that limit the Company’s and the Issuer’s ability and the ability of the Issuer’s subsidiaries to, among other things, do the following: make distributions; carry out any merger, other business combination, demerger or corporate reorganization; make substantial changes to the general nature of their respective businesses; incur certain indebtedness; incur liens; make loans or guarantees; make certain investments; transact with affiliates; enter into sale and leaseback transactions; engage in certain chartering-in of vessels; dispose of shares of Vessel Owners; or acquire the Bonds.

The Bonds were listed for trading on the Oslo Stock Exchange on May 15, 2018.

Super Senior Facility
 
On December 8, 2017, Shipco entered into the Super Senior Revolving Facility Agreement (the "Super Senior Facility"), by and among Shipco as borrower, and ABN AMRO Capital USA LLC, as original lender, mandated lead arranger and agent, which provides for a revolving credit facility in an aggregate amount of up to $15.0 million. The proceeds of the Super Senior Facility, which are currently undrawn, are expected, pursuant to the terms of the Super Senior Facility, to be used (i) to acquire additional vessels or vessel owners and (ii) for general corporate and working capital purposes of Shipco and its subsidiaries. The Super Senior Facility matures on August 28, 2022. Shipco incurred $0.2 million as other financing costs in connection with the transaction, which was recorded as deferred financing costs on the Condensed Consolidated Balance Sheet at June 30, 2019.

As of June 30, 2019, the availability under the Super Senior Facility is $15.0 million.

The outstanding borrowings under the Super Senior Facility bear interest at LIBOR plus 2.00% per annum and commitment fees of 40% of the applicable margin on the undrawn portion of the facility. For each loan that is requested under the Super Senior Facility, Shipco must repay such loan along with accrued interest on the last day of each interest period relating to the loan. Interest periods are for three months, six months or any other period agreed to between Shipco and the Super Senior Facility Agent. Additionally, subject to the other terms of the Super Senior Facility, amounts repaid on the last day of each interest period may be re-borrowed.

Shipco’s obligations under the Super Senior Facility are guaranteed by the limited liability companies that are subsidiaries of Shipco and the legal and beneficial owners of 24 vessels in the Company’s fleet (the “Eagle Shipco Vessel Owners”), and will be secured by mortgages over such vessels, a pledge granted by the Company over all of the shares of Shipco, a pledge granted by Shipco over all the shares in the Eagle Shipco Vessel Owners, certain charter contract assignments, certain assignments of earnings,

F-16



a pledge over certain accounts, an assignment of insurances covering security vessels, and assignments of intra-group debt between the Company and Shipco or its subsidiaries. The Super Senior Facility ranks super senior to the Bonds with respect to any proceeds from any enforcement action relating to security or guarantees for both the Super Senior Facility and the Bonds.

The Super Senior Facility contains certain covenants that, subject to certain exceptions and qualifications, limit Shipco’s and its subsidiaries’ ability to, among other things, do the following: make distributions; carry out any merger, other business combination, or corporate reorganization; make substantial changes to the general nature of their respective businesses; incur certain indebtedness; incur liens; make loans or guarantees; make certain investments; transact other than on arm’s-length terms; enter into sale and leaseback transactions; engage in certain chartering-in of vessels; or dispose of shares of Eagle Shipco Vessel Owners. Additionally, Shipco’s leverage ratio must not exceed 75% and its subsidiaries’ free liquidity must at all times be at least $12.5 million. Also, the total commitments under the Super Senior Facility will be cancelled if (i) at any time the aggregate market value of the security vessels for the Super Senior Facility is less than 300% of the total commitments under the Super Senior Facility or (ii) if Shipco or any of its subsidiaries redeems or otherwise repays the Bonds so that less than $100.0 million is outstanding under the Bond Terms. Shipco is in compliance with its financial covenants as of June 30, 2019.

The Super Senior Facility also contains certain events of default customary for transactions of this type, including, but not limited to: a failure to pay principal or interest; a breach of covenants, representation or warranty; a cross default to other indebtedness; the occurrence of certain bankruptcy and insolvency events; the cessation of business; the impossibility or unlawfulness of performance of the finance documents for the Super Senior Facility; and the occurrence of a material adverse effect.

New First Lien Facility
 
On December 8, 2017, Eagle Shipping LLC, a wholly-owned subsidiary of the Company ("Eagle Shipping") entered into a credit agreement (the "New First Lien Facility"), which provided for (i) a term loan facility in an aggregate principal amount of up to $60.0 million (the “Term Loan”) and (ii) a revolving credit facility in an aggregate principal amount of up to $5.0 million (the “Revolving Loan”). Outstanding borrowings under the New First Lien Facility bore interest at LIBOR plus 3.50% per annum. Eagle Shipping paid $1.0 million to the lenders and incurred $0.4 million of other financing costs in connection with the transaction.

On January 25, 2019, the Company repaid the outstanding balances of the Term Loan and the Revolving Loan together with accrued interest as of that date and discharged the debt under the New First Lien Facility in full from the proceeds of the New Ultraco Debt Facility. The Company accounted for the above transaction as a debt extinguishment. As a result, the Company recognized $1.1 million representing the outstanding balance of debt issuance costs as loss on debt extinguishment in the Condensed Consolidated Statement of Operations for the six months ended June 30, 2019.

Original Ultraco Debt Facility
 
On June 28, 2017, Ultraco, a wholly-owned subsidiary of the Company, entered into a credit agreement (the “Original Ultraco Debt Facility”), by and among Ultraco, as borrower, certain wholly-owned vessel-owning subsidiaries of Ultraco, as guarantors (the “Ultraco Guarantors”), and certain lenders thereto.

On January 25, 2019, the Company repaid the outstanding balance of the Original Ultraco Debt facility and discharged the debt in full from the proceeds of the New Ultraco Debt Facility. The Company accounted for the above transaction as a debt extinguishment. As a result, the Company recognized $1.2 million representing the outstanding balance of debt issuance costs as loss on debt extinguishment in the Condensed Consolidated Statement of Operations for the six months ended June 30, 2019.

Interest Rates

2019

For the three and six months ended June 30, 2019, the interest rate on the New First Lien Facility, which was repaid on January 25, 2019, ranged from 5.89% to 6.01% including a margin over LIBOR applicable under the terms of the New First Lien Facility and commitment fees of 40% of the margin on the undrawn portion of the revolver credit facility of the New First Lien Facility. The weighted average effective interest rate including the amortization of debt discount and debt issuance costs for this period was 6.45%.

For the three months ended June 30, 2019, the interest rate on the New Ultraco Debt Facility ranged from 5.09% to 5.26% including a margin over LIBOR applicable under the terms of the New Ultraco Debt Facility and commitment fees of 40% of the margin on the undrawn portion of the revolver credit facility of the New Ultraco Debt Facility. The weighted average effective interest

F-17



rate including the amortization of debt discount and debt issuance costs for this period was 5.62%.

For the six months ended June 30, 2019, the interest rate on the New Ultraco Debt Facility ranged from 4.15% to 5.26% including a margin over LIBOR applicable under the terms of the New Ultraco Debt Facility and commitment fees of 40% of the margin on the undrawn portion of the revolver credit facility of the New Ultraco Debt Facility. The weighted average effective interest rate including the amortization of debt discount and debt issuance costs for this period was 4.85%.
    
For the three and six months ended June 30, 2019, the interest rate on the Original Ultraco Debt Facility, which was repaid on January 25, 2019, was 5.28% including a margin over LIBOR and commitment fees of 40% of the margin on the undrawn portion of the facility. The weighted average effective interest rate for this period was 6.80%.

For the three and six months ended June 30, 2019, interest rates on our outstanding debt under the Norwegian Bond Debt was 8.25%. The weighted average effective interest rate including the amortization of debt discount and debt issuance costs for this period was 8.79%. Additionally, we pay commitment fees of 40% of the margin on the undrawn portion of the Super Senior Revolver Facility.

2018

For the three months ended June 30, 2018, the interest rate on the New First Lien Facility was 5.55% including a margin over LIBOR applicable under the terms of the New First Lien Facility and commitment fees of 40% of the margin on the undrawn portion of the revolver credit facility of the New First Lien Facility. The weighted average effective interest rate including the amortization of debt discount for this period was 6.18%.

For the six months ended June 30, 2018, interest rates on the New First Lien Facility ranged from 4.91% to 5.55% including a margin over LIBOR applicable under the terms of the New First Lien Facility and commitment fees of 40% of the margin on the undrawn portion of the revolver credit facility of the New First Lien Facility. The weighted average effective interest rate including the amortization of debt discount for this period was 5.82%.

For the three and six months ended June 30, 2018, the interest rate on the Norwegian Bond Debt was 8.25%. The weighted average effective interest rate including the amortization of debt discount and debt issuance costs for these periods was 8.79%.

For the three months ended June 30, 2018, the interest rate on the Original Ultraco Debt Facility was 5.25% including a margin over LIBOR and commitment fees of 40% of the margin on the undrawn portion of the facility. The weighted average effective interest rate for this period was 5.83%.

For the six months ended June 30, 2018, the interest rates on the Original Ultraco Debt Facility ranged from 4.64% to 5.25% including a margin over LIBOR and commitment fees of 40% of the margin on the undrawn portion of the facility. The weighted average effective interest rate for this period was 5.56%.    

The following table summarizes the Company’s total interest expense for:
 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
 
2019
 
2018
 
2019
 
2018
New First Lien Facility interest
$

 
$
859,229

 
$
293,545

 
$
1,676,193

New Ultraco Debt Facility interest
1,882,295

 

 
3,340,865

 

Norwegian Bond Debt interest
4,013,167

 
4,079,166

 
8,055,667

 
8,204,167

Original Ultraco Debt Facility interest

 
938,026

 
362,257

 
1,737,701

Amortization of debt discount and debt issuance costs
625,213

 
480,257

 
1,128,929

 
970,352

Commitment fees on revolving credit facilities
212,481

 
30,333

 
313,896

 
59,667

Total Interest Expense
$
6,733,156

 
$
6,387,011

 
$
13,495,159

 
$
12,648,080





F-18



Scheduled Debt Maturities
The following table presents the scheduled maturities of principal amounts of our debt obligations, excluding the impact of any future vessel sales, for the next five years.
 
Norwegian Bond Debt
New Ultraco Debt Facility
Total
Six months ending December 31, 2019
$
4,000,000

$
10,097,342

$
14,097,342

2020
8,000,000

24,649,394

32,649,394

2021
8,000,000

26,134,297

34,134,297

2022
172,000,000

26,134,297

198,134,297

2023

26,134,297

26,134,297

Thereafter

35,241,702

35,241,702

 
$
192,000,000

$
148,391,329

$
340,391,329


Note 5. Derivative Instruments
Forward freight agreements and bunker swaps
The Company trades in forward freight agreements (“FFAs”) and bunker swaps, with the objective of utilizing this market as economic hedging instruments that reduce the risk of specific vessels to changes in the freight market. The Company’s FFAs and bunker swaps have not qualified for hedge accounting treatment. As such, unrealized and realized gains are recognized as a component of other expense in the Condensed Consolidated Statement of Operations and Other current assets and Fair value of derivatives in the Condensed Consolidated Balance Sheets. Derivatives are considered to be Level 2 instruments in the fair value hierarchy.
 
The effect of non-designated derivative instruments on the condensed consolidated statements of operations and balance sheets is as follows:
 
 
 
For the
Three Months Ended
 
For the
Six Months Ended
Derivatives not designated as hedging instruments
Location of loss/(gain) recognized
 
June 30, 2019
 
June 30, 2018
 
June 30, 2019
 
June 30, 2018
FFAs
Other expense/(income)
 
$
39,296

 
$
36,625

 
$
(1,130,993
)
 
$
82,432

Bunker Swaps
Other expense/(income)
 
123,809

 
(776,981
)
 
(1,144,157
)
 
(722,409
)
Total
 
 
$
163,105

 
$
(740,356
)
 
$
(2,275,150
)
 
$
(639,977
)
Derivatives not designated as hedging instruments
Balance Sheet location
 
June 30, 2019
 
December 31, 2018
FFAs - Unrealized gain
Other current assets
 
$
1,545,840

 
$
669,240

Bunker Swaps - Unrealized gain
Other current assets
 
211,357

 

Bunker Swaps - Unrealized loss
Fair value of derivatives
 
65,850

 
929,313

Cash Collateral Disclosures
The Company does not offset fair value amounts recognized for derivatives by the right to reclaim cash collateral or the obligation to return cash collateral. The amount of collateral to be posted is defined in the terms of respective master agreement executed with counterparties or exchanges and is required when agreed upon threshold limits are exceeded. As of June 30, 2019 and December 31, 2018, the Company posted cash collateral related to derivative instruments under its collateral security arrangements of $1.5 million and $0.8 million, respectively, which is recorded within Other current assets in the Condensed Consolidated Balance Sheets.


F-19



Note 6. Fair Value Measurements
The following methods and assumptions were used to estimate the fair value of each class of financial instrument:
Cash, cash equivalents and restricted cash—the carrying amounts reported in the Condensed Consolidated Balance Sheets for interest-bearing deposits approximate their fair value due to the short-term nature thereof.
Debt—the carrying amounts of borrowings under the Norwegian Bond Debt and the New Ultraco Debt Facility (prior to application of the discount and debt issuance costs) including the Revolving Loan, approximate their fair value, due to the variable interest rate nature thereof.
The Company defines fair value, establishes a framework for measuring fair value and provides disclosures about fair value measurements. The fair value hierarchy for disclosure of fair value measurements is as follows:
Level 1 – Quoted prices in active markets for identical assets or liabilities. Our Level 1 non-derivatives include cash, money-market accounts, certain short-term investments and restricted cash accounts.

Level 2 – Quoted prices for similar assets and liabilities in active markets or inputs that are observable. Our Level 2 non-derivatives include our short-term investments and debt balances under the Norwegian Bond Debt and the New Ultraco Debt Facility.

Level 3 – Inputs that are unobservable (for example cash flow modeling inputs based on assumptions)

June 30, 2019
 
 
 
Fair Value
 
Carrying Value
 
Level 1
 
Level 2
Assets
 
 
 
 
 
Cash and cash equivalents (1)
$
65,462,883

 
$
65,462,883

 
$

Liabilities
 
 
 
 
 
Norwegian Bond Debt (2)
187,151,901

 

 
192,240,000

New Ultraco Debt Facility (3)
145,269,421

 

 
148,391,329

December 31, 2018
 
 
 
Fair Value
 
Carrying Value
 
Level 1
 
Level 2
Assets
 
 
 
 
 
Cash and cash equivalents (1)
$
78,163,638

 
$
78,163,638

 
$

Liabilities
 
 
 
 
 
Norwegian Bond Debt (2)
190,469,155

 

 
195,040,000

New First Lien Facility (4)
58,939,307

 

 
60,000,000

Original Ultraco Debt Facility (4)
81,351,115

 

 
82,600,000

 
 
 
 
 
 
(1) Includes non-current restricted cash aggregating $26.9 million at June 30, 2019 and $11.0 million at December 31, 2018.
(2) The fair value of the Bonds is based on the last trades on June 25, 2019 and December 21, 2018 on Bloomberg.com.
(3) The fair value of the liabilities is based on the required repayment to the lenders if the debt was discharged in full on June 30, 2019.
(4 ) The New First Lien Facility and the Original Ultraco Debt Facility were discharged in full at the fair value mentioned in this table on January 25, 2019 as part of the debt refinancing transaction. Please see Note 4. Debt to the condensed consolidated financial statements.


F-20



Note 7. Commitments and Contingencies
Legal Proceedings
The Company is involved in legal proceedings and may become involved in other legal matters arising in the ordinary course of its business. The Company evaluates these legal matters on a case-by-case basis to make a determination as to the impact, if any, on its business, liquidity, results of operations, financial condition or cash flows.
In November 2015, the Company filed a voluntary self-disclosure report with OFAC regarding certain apparent violations of U.S. sanctions regulations in the provision of shipping services for third party charterers with respect to the transportation of cargo to or from Myanmar (formerly Burma) (the “OFAC Disclosure”). At the time of such apparent violations, the Company had a different senior operational management team. Notwithstanding the fact that the apparent violations took place under a different senior operational management team and although the Company’s new Board of Directors and management have implemented robust remedial measures and significantly enhanced its compliance safeguards, there can be no assurance that OFAC will not conclude that these past actions warrant the imposition of civil penalties and/or referral for further investigation by the U.S. Department of Justice. The report was provided to OFAC for the agency’s review, consideration and determination regarding what action, if any, may be taken in resolution of this matter. The Company will continue to cooperate with the agency regarding this matter and cannot estimate when such review will be concluded. While the ultimate impact of these matters cannot be determined, there can be no assurance that the impact will not be material to the Company’s condensed consolidated financial condition or results of operations.

Note 8. Income Per Common Share
The computation of basic net income per share is based on the weighted average number of common shares outstanding for the three and six months ended June 30, 2019 and 2018. Diluted net income per share gives effect to stock awards, stock options and restricted stock units using the treasury stock method, unless the impact is anti-dilutive. Diluted net income per share as of June 30, 2019 does not include 1,825,276 stock awards, 2,298,296 stock options and 152,266 warrants, as their effect was anti-dilutive. Diluted net income per share for the three months ended June 30, 2018 does not include 1,452 stock awards, 352,000 stock options and 152,266 warrants, as their effect was anti-dilutive.
 
Three Months Ended
 
Six Months Ended
 
June 30, 2019
 
June 30, 2018
 
June 30, 2019
 
June 30, 2018
Net (loss)/income
$
(5,992,156
)
 
$
3,450,767

 
$
(5,962,673
)
 
$
3,503,512

Weighted Average Shares - Basic
71,348,524

 
70,515,320

 
71,316,093

 
70,484,240

Dilutive effect of stock options and restricted stock units

 
1,571,660

 

 
1,076,535

Weighted Average Shares - Diluted
71,348,524

 
72,086,980

 
71,316,093

 
71,560,775

Basic (loss)/income per share
$
(0.08
)
 
$
0.05

 
$
(0.08
)
 
$
0.05

Diluted (loss)/income per share
$
(0.08
)
 
$
0.05

 
$
(0.08
)
 
$
0.05

Note 9. Stock Incentive Plans
On December 15, 2016, the Company’s shareholders approved the 2016 Equity Compensation Plan (the “2016 Plan”) and the Company registered 5,348,613 shares of common stock, which may be issued under the 2016 Plan. The 2016 Plan replaced the post-emergence Management Incentive Program (the “2014 Plan”) and no other awards will be granted under the 2014 Plan. Outstanding awards under the 2014 Plan will continue to be governed by the terms of the 2014 Plan until exercised, expired, otherwise terminated, or canceled. Any director, officer, employee or consultant of the Company or any of its subsidiaries (including any prospective officer or employee) is eligible to be designated to participate in the 2016 Plan. The Company withheld shares related to restricted stock awards that vested in 2018 at the fair market value equivalent to the maximum statutory withholding obligation and remitted that amount in cash to the appropriate taxation authorities. On June 7, 2019, the Company's shareholders approved an amendment and restatement of the 2016 Plan which increased the number of shares reserved under the 2016 Plan by an additional 2,500,000 shares to a maximum of 7,848,613 shares of common stock.
On January 2, 2019, the Company granted 781,890 restricted shares as a company-wide grant under the 2016 Plan. The fair value of the grant based on the closing share price on December 31, 2018 was $3.7 million. The shares will vest in equal installments over a three-year term. Additionally, the Company granted 28,200 common shares to its board of directors. The fair value of the

F-21



grant based on the closing share price of December 31, 2018 was $0.1 million. The shares vested immediately. The amortization of the above grant is $0.5 million and $1.1 million, respectively for the three and six months ended June 30, 2019, which is included in general and administrative expenses in the Condensed Consolidated Statements of Operations.
As of June 30, 2019 and December 31, 2018, stock awards covering a total of 1,825,276 and 1,496,953 of the Company’s common shares, respectively, are outstanding under the 2014 Plan and 2016 Plan. The vesting terms range between one to three years from the grant date. The Company is amortizing to stock-based compensation expense included in general and administrative expenses the fair value of non-vested stock awards at the grant date.
As of June 30, 2019 and December 31, 2018, vested options covering 1,617,169 and 1,506,461 of the Company’s common shares, respectively, are outstanding with exercise prices ranging from $4.28 to $505.00 per share.
As of June 30, 2019 and December 31, 2018, unvested options covering 681,127 and 791,835 of the Company's common shares, respectively, are outstanding with exercise prices ranging from $4.28 to $5.56 per share. The options vest and become exercisable in four equal installments beginning on the grant date. All options expire within five years from the effective date.
Stock-based compensation expense for all stock awards and options included in General and administrative expenses:
 
Three Months Ended
 June 30,
 
Six Months Ended
June 30,
 
2019
 
2018
 
2019
 
2018
Stock awards /Stock Option Plans
$
1,227,210

 
$
2,409,599

 
$
2,672,679

 
$
5,920,510

The future compensation to be recognized for all the grants issued for the six month period ending December 31, 2019, and the years ending December 31, 2020 and 2021 will be $2.2 million, $1.6 million and $0.4 million, respectively.

Note 10. Subsequent Events

Vessel Sales and Purchases

On July 18, 2019, the Company signed a memorandum of agreement to sell the vessel Kestrel for gross proceeds of $7.3 million. The vessel is scheduled to be delivered to the buyer during the third quarter of 2019. The Company expects to record a gain of approximately $1.0 million in its condensed consolidated statements of operations for the three and nine months ending September 30, 2019.
On July 10, 2019 and July 15, 2019, the Company agreed to purchase six Ultramax bulk carriers for approximately $122 million ("Acquisition Vessels"), subject to final documentation and customary closing conditions.
5.00% Convertible Senior Notes due 2024
On July 29, 2019, the Company issued $114.1 million in aggregate principal amount of 5.00% Convertible Senior Notes due 2024 (the “Notes”) in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act and to certain non-U.S. persons in offshore transactions outside of the United States in reliance on Regulation S under the Securities Act (the “Notes Offering”). The Company received net proceeds of approximately $112.0 million from the sale of the Notes, after deducting fees and expenses. Investment funds managed by Oaktree Capital Management L.P. (“Oaktree”) and GoldenTree Asset Management LP, the Company’s two largest shareholders, or their affiliates, acquired approximately $45.5 million and $23.6 million aggregate principal amount of the Notes, respectively.
The Notes were issued under an indenture (the “Indenture”), dated as of July 29, 2019, between the Company and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”). The Notes bear interest at a rate of 5.00% per annum on the outstanding principal amount thereof, payable semi-annually in arrears on February 1 and August 1 of each year, commencing on February 1, 2020. The Notes will mature on August 1, 2024. Each holder has the right to convert any portion of the Notes at any time prior to the Maturity Date. The initial conversion rate of the Notes is 178.1737 shares of the Common Stock per $1,000 principal amount of Notes (which is equivalent to an initial conversion price of approximately $5.61 per share of Common Stock), which the Company will pay or deliver, as the case may be, either cash, shares of Common Stock or a combination of cash and shares of Common Stock, at the Company’s election.

F-22



The Notes are the general, unsecured senior obligations of the Company. They will rank: (i) senior in right of payment to any of the Company’s indebtedness that is expressly subordinated in right of payment to the Notes; (ii) equal in right of payment to any of the Company’s unsecured indebtedness that is not so subordinated; (iii) effectively junior in right of payment to any of the Company’s secured indebtedness to the extent of the value of the assets securing such indebtedness; and (iv) structurally junior to all indebtedness and other liabilities of current or future subsidiaries of the Company.
Share Lending Agreement

In connection with the Notes Offering, the Company agreed with Jefferies Capital Services, LLC ("JCS"), an affiliate of Jefferies LLC ("Jefferies"), an initial purchaser in the Notes Offering, to lend JCS up to 3,582,880 (of the 8,000,000 originally authorized by the Board) newly issued shares of Common Stock (the “Replacement Borrowed Shares”) pursuant to a share lending agreement, dated July 29, 2019. JCS will, in turn, lend the Replacement Borrowed Shares to Jeffries, which will lend the Replacement Borrowed Shares to certain investors in our Notes to facilitate hedging transactions with respect to the Notes they own. These investors may offer the Replacement Borrowed Shares by means of a prospectus supplement and accompany prospectus contained in a registration statement that the Company has agreed to file pursuant to the share lending agreement.
    

F-23



ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following is a discussion of the Company’s financial condition and results of operations for the three and six months ended June 30, 2019 and 2018. This section should be read in conjunction with the condensed consolidated financial statements included elsewhere in this report and the notes to those financial statements and the audited consolidated financial statements and the notes to those financial statements for the fiscal year ended December 31, 2018, which were included in our Form 10-K, filed with the SEC on March 13, 2019. The following discussion contains “forward-looking statements” that reflect our future plans, estimates, beliefs and expected performance. We caution that assumptions, expectations, projections, intentions or beliefs about future events may, and often do, vary from actual results and the differences can be material. Please see “Cautionary Statement Regarding Forward-Looking Statements.”
Business Overview
We are Eagle Bulk Shipping Inc., a Marshall Islands corporation incorporated on March 23, 2005 and headquartered in Stamford, Connecticut. We own one of the largest fleets of Supramax/Ultramax drybulk vessels in the world. Supramax drybulk vessels range in size from approximately 50,000 to 59,000 dwt and Ultramax drybulk vessels range in size from 60,000 to 65,000 dwt. Supramax and Ultramax vessels are equipped with cranes and grabs, which are used to load and discharge cargo. We provide all management services which includes strategic, commercial, operational, technical, and administrative services, to our owned fleet. We also provide transportation solutions to a diverse group of customers, including miners, producers, traders and end users. Typical cargoes we transport include both major bulk cargoes, such as coal, grain, and iron ore, and minor bulk cargoes such as fertilizer, steel products, petcoke, cement, and forest products. As of June 30, 2019, we owned and operated a modern fleet of 45 Supramax/Ultramax drybulk vessels. We charter in three Ultramax vessels on a long term basis with the lease terms ranging between one to two years. In addition, the Company charters-in third-party vessels on a short to medium term basis.
We are focused on maintaining a high quality fleet that is concentrated primarily in Supramax/Ultramax drybulk carriers. These vessels have the cargo loading and unloading flexibility of on-board cranes while offering cargo carrying capacities approaching that of Panamax drybulk vessels, which range in size from 72,000 to 83,000 dwt and rely on port facilities to load and offload their cargoes. We believe that the cargo handling flexibility and cargo carrying capacity of the Supramax/Ultramax class vessels make them attractive to cargo interests and vessel charterers. The Company’s owned operating fleet consisted of 45 drybulk vessels, with an aggregate carrying capacity of 2,615,519 dwt with an average age of approximately 9.0 years as of June 30, 2019.
We carry out the commercial and strategic management of our fleet through our indirectly wholly-owned subsidiary, Eagle Bulk Management LLC, a Marshall Islands limited liability company, which maintains its principal executive offices in Stamford, Connecticut. We own each of our vessels through a separate wholly-owned Marshall Islands limited liability company.
Refinancing
On January 25, 2019, Eagle Bulk Ultraco LLC ("Ultraco"), a wholly-owned subsidiary of the Company, entered into a new senior secured credit facility (the "New Ultraco Debt Facility"), with the Company and certain of its indirect vessel-owning subsidiaries, as guarantors, the lenders party thereto, the swap banks party thereto, ABN AMRO Capital USA LLC (“ABN AMRO”), Credit Agricole Corporate and Investment Bank, Skandinaviska Enskilda Banken AB (PUBL) and DNB Markets Inc., as mandated lead arrangers and bookrunners, and ABN AMRO, as arranger, security trustee and facility agent. The New Ultraco Debt Facility provides for an aggregate principal amount of $208.4 million, which consists of (i) a term loan facility of $153.4 million and (ii) a revolving credit facility of $55.0 million. The proceeds from the New Ultraco Debt Facility were used to repay in full (i) the outstanding debt including accrued interest under (a) the credit agreement, dated June 28, 2017, made by, among others, Ultraco, as borrower, the banks and financial institutions party thereto and ABN AMRO, as securities trustee and facility agent, in the original principal amount of up to $61.2 million (the “Original Ultraco Debt Facility”) and (b) the credit agreement, dated December 8, 2017, made by, among others Eagle Shipping LLC, a wholly-owned subsidiary of the Company (“Eagle Shipping”), as borrower, the entities and financial institutions party thereto and ABN AMRO, as security trustee and facility agent, in the original principal amount of up to $65.0 million (the “New First Lien Facility”), and (ii) for general corporate purposes. Outstanding borrowings under the New Ultraco Debt Facility bear interest at LIBOR plus 2.50% per annum.





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Corporate Information

We maintain our principal executive offices at 300 First Stamford Place, 5th Floor, Stamford, Connecticut 06902. Our telephone number at that address is (203) 276-8100. Our website address is www.eagleships.com. Information contained on or accessible through our website does not constitute part of this Quarterly Report on Form 10-Q.
Business Strategy and Outlook

We believe our strong balance sheet allows us the flexibility to opportunistically make investments in the drybulk segment that will drive shareholder growth. In order to accomplish this, we intend to:

Maintain a highly efficient and quality fleet in the drybulk segment.
Maintain a revenue strategy that takes advantage of a rising rate environment and at the same time mitigate risk in a declining rate environment.
Maintain a cost structure that allows us to be competitive in all economic cycles without sacrificing safety or maintenance.
Continue to grow our relationships with our charterers and vendors.
Continue to invest in our on-shore operations and development of processes.
 
Our financial performance is based on the following key elements of our business strategy:
 
(1)
Concentration in one vessel category: Supramax/Ultramax drybulk vessels, which we believe offer certain size, operational and geographical advantages relative to other classes of drybulk vessels, such as Handysize, Panamax and Capesize vessels.

(2)
An active owner-operator model where we seek to operate our own fleet and develop contractual relationships directly with cargo interests. These relationships and the related cargo contracts have the dual benefit of providing greater operational efficiencies and act as a balance to the Company’s naturally long position to the market. Notwithstanding the focus on voyage chartering, we consistently monitor the drybulk shipping market and, based on market conditions, will consider taking advantage of long-term time charters at higher rates when appropriate.

(3)
Maintain high quality vessels and improve standards of operation through improved standards and procedures, crew training and repair and maintenance procedures.

We have employed all of our vessels in our operating fleet on time and voyage charters. The following table represents certain information about our revenue earning charters with respect to our operating fleet as of June 30, 2019:
Vessel
 
Year
Built
 
Dwt
 
Charter
Expiration
 
Daily Charter
Hire Rate
 
 
 
 
 
 
 
 
 
 
 
Bittern
 
2009
 
57,809

 
Jul 2019
 
$
9,800

 
 
 
 
 
 
 
 
 
 
 
Canary
 
2009
 
57,809

 
Aug 2019
 
$
14,000

 
 
 
 
 
 
 
 
 
 
 
Cape Town Eagle
 
2015
 
63,707

 
Aug 2019
 
Index linked

 
 
 
 
 
 
 
 
 
 
 
Cardinal
 
2004
 
55,362

 
Aug 2019
 
$
2,500

 
 
 
 
 
 
 
 
 
 
 
Crane
 
2010
 
57,809

 
Sept 2019
 
$
3,750

(1)
 
 
 
 
 
 
 
 
 
 
Crested Eagle
 
2009
 
55,989

 
Jul 2019
 
$
6,350

 
 
 
 
 
 
 
 
 
 
 
Crowned Eagle
 
2008
 
55,940

 
Jul 2019
 
$
7,000

 
 
 
 
 
 
 
 
 
 
 

2



Egret Bulker
 
2010
 
57,809

 
Aug 2019
 
$
10,000

 
 
 
 
 
 
 
 
 
 
 
Fairfield Eagle
 
2013
 
63,301

 
Jul 2019
 
$
11,000

 
 
 
 
 
 
 
 
 
 
 
Gannet Bulker
 
2010
 
57,809

 
Aug 2019
 
Voyage


 
 
 
 
 
 
 
 
 
 
Golden Eagle
 
2010
 
55,989

 
Jul 2019
 
$
7,750

 
 
 
 
 
 
 
 
 
 
 
Goldeneye
 
2002
 
52,421

 
Jul 2019
 
$
9,500

 
 
 
 
 
 
 
 
 
 
 
Grebe Bulker
 
2010
 
57,809

 
Jul 2019
 
$
11,950

 
 
 
 
 
 
 
 
 
 
 
Greenwich Eagle
 
2013
 
63,301

 
Jul 2019
 
$
8,500

 
 
 
 
 
 
 
 
 
 
 
Groton Eagle
 
2013
 
63,301

 
Jul 2019
 
$
10,200


 
 
 
 
 
 
 
 
 
 
Hamburg Eagle
 
2014
 
63,334

 
Aug 2019
 
$
18,500


 
 
 
 
 
 
 
 
 
 
Hawk I
 
2001
 
50,296

 
Nov 2019
 
$
10,750

 
 
 
 
 
 
 
 
 
 
 
Ibis Bulker
 
2010
 
57,809

 
Jul 2019
 
Voyage

 
 
 
 
 
 
 
 
 
 
 
Imperial Eagle
 
2010
 
55,989

 
Jul 2019
 
$
13,250

 
 
 
 
 
 
 
 
 
 
 
Jaeger
 
2004
 
52,483

 
Jul 2019
 
Voyage

 
 
 
 
 
 
 
 
 
 
 
Jay
 
2010
 
57,809

 
Jul 2019
 
$
11,000

 
 
 
 
 
 
 
 
 
 
 
Kestrel I
 
2004
 
50,351

 
Jul 2019
 
$
6,800

 
 
 
 
 
 
 
 
 
 
 
Kingfisher
 
2010
 
57,809

 
Jul 2019
 
$
15,000


 
 
 
 
 
 
 
 
 
 
Madison Eagle
 
2013
 
63,301

 
Aug 2019
 
$
20,900

 
 
 
 
 
 
 
 
 
 
 
Martin
 
2010
 
57,809

 
Jul 2019
 
$
21,000

 
 
 
 
 
 
 
 
 
 
 
Mystic Eagle
 
2013
 
63,301

 
Jul 2019
 
Voyage

 
 
 
 
 
 
 
 
 
 
 
New London Eagle
 
2015
 
63,140

 
Jul 2019
 
$
19,500

 
 
 
 
 
 
 
 
 
 
 
Nighthawk
 
2011
 
57,809

 
Aug 2019
 
Voyage

 
 
 
 
 
 
 
 
 
 
 
Oriole
 
2011
 
57,809

 
Jul 2019
 
$
8,000


 
 
 
 
 
 
 
 
 
 
Osprey I
 
2002
 
50,206

 
Aug 2019
 
Voyage

 
 
 
 
 
 
 
 
 
 
 
Owl
 
2011
 
57,809

 
Aug 2019
 
$
2,822

(2)
 
 
 
 
 
 
 
 
 
 

3



Petrel Bulker
 
2011
 
57,809

 
Jul 2019
 
$
5,000

 
 
 
 
 
 
 
 
 
 
 
Puffin Bulker
 
2011
 
57,809

 
Jul 2019
 
$
10,000

 
 
 
 
 
 
 
 
 
 
 
Roadrunner Bulker
 
2011
 
57,809

 
Aug 2019
 
Voyage

 
 
 
 
 
 
 
 
 
 
 
Rowayton Eagle
 
2013
 
63,301

 
Jul 2019
 
Voyage

 
 
 
 
 
 
 
 
 
 
 
Sandpiper Bulker
 
2011
 
57,809

 
Jul 2019
 
$
5,000

(3)
 
 
 
 
 
 
 
 
 
 
Shrike
 
2003
 
53,343

 
Jul 2019
 
$
8,300

 
 
 
 
 
 
 
 
 
 
 
Singapore Eagle
 
2017
 
63,386

 
Jul 2019
 
$
9,950

 
 
 
 
 
 
 
 
 
 
 
Skua
 
2003
 
53,350

 
Jul 2019
 
Voyage

 
 
 
 
 
 
 
 
 
 
 
Southport Eagle
 
2013
 
63,301

 
Aug 2019
 
$
19,000

 
 
 
 
 
 
 
 
 
 
 
Stamford Eagle
 
2016
 
61,530

 
Aug 2019
 
Voyage

 
 
 
 
 
 
 
 
 
 
 
Stellar Eagle
 
2009
 
55,989

 
Jul 2019
 
$
8,500

 
 
 
 
 
 
 
 
 
 
 
Stonington Eagle
 
2012
 
63,301

 
Jul 2019
 
$
11,650

 
 
 
 
 
 
 
 
 
 
 
Tern
 
2003
 
50,209

 
Nov 2019
 
$
12,000