SEC Filing | Eagle Bulk Shipping Inc.

View:

egle-20200930

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________

FORM 10-Q

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2020


☐			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

Securities registered pursuant to Section 12(b) of the Act:


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

☒

☐

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

☒

☐

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

☒

Non-Accelerated filer

☐

Smaller reporting company

☒

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

☐

☒

Number of shares of registrant’s common stock outstanding as of November 5, 2020: 11,014,313

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 ☒ No ☐

TABLE OF CONTENTS


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

	Condensed Consolidated Balance Sheets as of September 30, 2020 and December 31, 2019	F-1

	Condensed Consolidated Statements of Operations for the t hree and n ine m onths e nded September 30, 2020 and 2019	F-3

	Condensed Consolidated Statements of Comprehensive l oss for the t hree and n ine m onths e nded September 30, 2020 and 2019	F-4

	Condensed Consolidated Statements of Stockholders' Equity for the t hree and n ine m onths e nded Septem ber 30, 2020 and 2019	F-5

	Condensed Consolidated Statements of Cash Flows for the n ine m onths e nded September 30, 2020 and 2019	F-7

	Notes to Condensed Consolidated Financial Statements	F-9

ITEM 2.	MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	1

ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	12

ITEM 4.	CONTROLS AND PROCEDURES	12

PART II	OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS	14
ITEM 1A.	RISK FACTORS	14
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	15
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	15
ITEM 4.	MINE SAFETY DISCLOSURES	15
ITEM 5.	OTHER INFORMATION	15
ITEM 6.	EXHIBITS	15
SIGNATURES		16

Effective as of September 15, 2020, the Company completed a 1-for-7 reverse stock split (the “Reverse Stock Split”) of the Company's issued and outstanding shares of common stock, par value $0.01 per share, as previously approved by our Board of Directors (the "Board of Directors") and our shareholders. Proportional adjustments were made to the Company’s issued and outstanding common stock and to the exercise price and the number of shares issuable upon exercise of all of the Company’s outstanding warrants, the exercise price and number of shares issuable upon exercise of the options outstanding under the Company’s equity incentive plans, and the number of shares subject to restricted stock awards under the Company’s equity incentive plans. Furthermore, the conversion rate set forth in the indenture governing the Company’s Convertible Bond Debt was adjusted to reflect the Reverse Stock Split. No fractional shares of common stock were issued in connection with the Reverse Stock Split. Furthermore, if a shareholder held less than seven shares prior to the Reverse Stock Split, then such shareholder received cash in lieu of the fractional share. All references to common stock and all per share data contained in this Quarterly Report on Form 10-Q for the three and nine months ended September 30, 2020 (the "Quarterly Report on Form 10-Q") have been retrospectively adjusted to reflect the Reverse Stock Split unless explicitly stated otherwise.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This 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 (the “EU”) 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 dry docking costs); (x) significant deterioration in charter hire rates from current levels or the inability of the Company to achieve its cost-cutting measures; (xi) the duration and impact of the novel coronavirus ("COVID-19") pandemic; (xii) the relative cost and availability of low and high sulfur fuel oil; (xiii) our ability to realize the economic benefits or recover the cost of the scrubbers we have installed; (xiv) any legal proceedings which we may be involved from time to time; and other factors listed from time to time in our filings with the Securities and Exchange Commission (the “SEC”). This discussion also includes statistical data regarding world drybulk fleet and order book and fleet age. We generated some of this data internally, and some were obtained from independent industry publications and reports that we believe to be reliable sources. 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 September 30, 2020 and December 31, 2019

(Unaudited)

(in U.S. dollars except share and per share data)


	September 30, 2020		December 31, 2019
ASSETS:
Current assets:
Cash and cash equivalents	$	83,408,816	$	53,583,898
Restricted cash - current	1,872,244		5,471,470
Accounts receivable, net of a reserve of $2,325,589 and $2,472,345, respectively	12,998,480		19,982,871
Prepaid expenses	2,724,668		4,631,416
Inventories	11,693,931		15,824,278
Vessel held for sale	5,168,600		—
Derivative asset and other current assets	6,811,942		1,039,430
Total current assets	124,678,681		100,533,363
Noncurrent assets:
Vessels and vessel improvements, at cost, net of accumulated depreciation of $177,765,956 and $153,029,544, respectively	833,570,710		835,959,084
Operating lease right-of-use assets	10,669,431		20,410,037
Other fixed assets, net of accumulated depreciation of $1,067,000 and $832,541, respectively	549,855		740,654
Restricted cash - noncurrent	—		74,917
Deferred drydock costs, net	22,699,341		17,495,270
Deferred financing costs - Super Senior Facility	—		166,111
Advance for scrubbers, ballast water systems and other assets	2,860,736		26,707,700
Total noncurrent assets	870,350,073		901,553,773
Total assets	$	995,028,754	$	1,002,087,136
LIABILITIES & STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	13,312,496	$	13,483,397
Accrued interest	7,171,472		5,321,089
Other accrued liabilities	8,549,199		28,996,836
Fair value of derivative instruments - current	4,090,188		756,229
Current portion of operating lease liabilities	10,848,313		13,255,978
Unearned charter hire revenue	5,989,235		4,692,259
Current portion of long-term debt	39,244,297		35,709,394
Total current liabilities	89,205,200		102,215,182
Noncurrent liabilities:
Norwegian Bond Debt, net of debt discount and debt issuance costs	172,932,556		175,867,310
Super Senior Facility, net of debt issuance costs	14,882,677		—
New Ultraco Debt Facility, net of debt issuance costs	139,546,175		141,396,770
Revolver loan under New Ultraco Debt Facility	35,000,000		—
Convertible Bond Debt, net of debt discount and debt issuance costs	95,660,779		92,803,144
Fair value of derivative instruments - non current	681,000		—
Operating lease liabilities	793,917		8,301,793
Total noncurrent liabilities	459,497,104		418,369,017
Total liabilities	548,702,304		520,584,199
Commitments and contingencies
Stockholders' equity:
Preferred stock, $.01 par value, 25,000,000 shares authorized, none issued as of September 30, 2020 and December 31, 2019	—		—
Common stock, $0.01 par value, 700,000,000 shares authorized, 10,279,698 and 10,214,600 shares issued and outstanding as of September 30, 2020 and December 31, 2019, respectively *	102,797		102,146
Additional paid-in capital *	919,601,124		918,475,145
Accumulated deficit	(472,252,726)		(437,074,354)
Accumulated other comprehensive loss	(1,124,745)		—
Total stockholders' equity	446,326,450		481,502,937
Total liabilities and stockholders' equity	$	995,028,754	$	1,002,087,136

*Adjusted to give effect for the 1-for-7 Reverse Stock Split that became effective as of September 15, 2020, see Note 1.

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

F-1

EAGLE BULK SHIPPING INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2020 and 2019

(Unaudited)

(in U.S. dollars except share and per share data)


	Three Months Ended				Nine Months Ended
	September 30, 2020		September 30, 2019		September 30, 2020		September 30, 2019
Revenues, net	$	68,182,301	$	74,110,376	$	199,952,404	$	220,891,288

Voyage expenses	19,627,919		19,446,294		69,960,025		66,259,590
Vessel expenses	21,748,531		19,953,680		65,680,913		60,005,794
Charter hire expenses	5,060,503		11,345,615		15,820,809		34,017,002
Depreciation and amortization	12,617,803		10,055,938		37,587,477		29,224,368
General and administrative expenses	7,995,715		8,450,831		22,724,190		24,901,561
Operating lease impairment	—		—		352,368		—
Loss/(gain) on sale of vessels	389,207		(971,129)		389,207		(6,044,479)
Total operating expenses	67,439,678		68,281,229		212,514,989		208,363,836
Operating income/(loss)	742,623		5,829,147		(12,562,585)		12,527,452
Interest expense	8,954,200		8,117,293		26,883,094		21,612,451
Interest income	(23,644)		(640,220)		(236,633)		(1,467,702)
Loss on debt extinguishment	—		—		—		2,268,452
Realized and unrealized loss/(gain) on derivative instruments, net	2,971,353		2,915,063		(4,030,674)		639,913
Total other expense, net	11,901,909		10,392,136		22,615,787		23,053,114
Net loss	$	(11,159,286)	$	(4,562,989)	$	(35,178,372)	$	(10,525,662)

Weighted average shares outstanding*:
Basic	10,279,698		10,192,842		10,274,906		10,189,636
Diluted	10,279,698		10,192,842		10,274,906		10,189,636

Per share amounts*:
Basic net loss	$	(1.09)	$	(0.45)	$	(3.42)	$	(1.03)
Diluted net loss	$	(1.09)	$	(0.45)	$	(3.42)	$	(1.03)

*Adjusted to give effect for the 1-for-7 Reverse Stock Split that became effective as of September 15, 2020, see Note 1.

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

F-2

EAGLE BULK SHIPPING INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Comprehensive loss

For the Three and Nine Months Ended September 30, 2020 and 2019

(Unaudited)


	Three Months Ended				Nine Months Ended
	September 30, 2020		September 30, 2019		September 30, 2020		September 30, 2019
Net loss	$	(11,159,286)	$	(4,562,989)	$	(35,178,372)	$	(10,525,662)

Other comprehensive loss
Net unrealized loss on cash flow hedges	(203,590)		—		(1,124,745)		—

Comprehensive loss	$	(11,362,876)	$	(4,562,989)	$	(36,303,117)	$	(10,525,662)

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 Nine Months Ended September 30, 2020 and 2019

(Unaudited)

(in U.S. dollars except share and per share data)


	Common Stock*	Common Stock Amount*		Additional Paid-in Capital*		Accumulated Deficit		Accumulated other comprehensive loss		Total Stockholders’ Equity
Balance at December 31, 2019	10,214,600	$	102,146	$	918,475,145	$	(437,074,354)	$	—	$	481,502,937
Net loss		—		—		(3,527,759)		—		(3,527,759)
Issuance of shares due to vesting of restricted shares	62,526	625		(625)		—		—		—
Unrealized loss on cash flow hedges	—	—		—		—		(271,868)		(271,868)
Cash used to settle net share equity awards	—	—		(1,161,301)		—		—		(1,161,301)
Stock-based compensation	—	—		836,200		—		—		836,200
Balance at March 31, 2020	10,277,126	$	102,771	$	918,149,419	$	(440,602,113)	$	(271,868)	$	477,378,209
Net loss	—	—		—		(20,491,327)		—		(20,491,327)
Issuance of shares due to vesting of restricted shares	2,572	26		(26)		—		—		—
Unrealized loss on cash flow hedges	—	—		—		—		(649,287)		(649,287)
Stock-based compensation	—	—		723,223		—		—		723,223
Balance at June 30, 2020	10,279,698	$	102,797	$	918,872,616	$	(461,093,440)	$	(921,155)	$	456,960,818
Net loss	—	—		—		(11,159,286)		—		(11,159,286)
Cash used to settle fractional shares in the Reverse Stock Split	—	—		(12,513)		—		—		(12,513)
Unrealized loss on cash flow hedges	—	—		—		—		(203,590)		(203,590)
Stock-based compensation	—	—		741,021		—		—		741,021
Balance at September 30, 2020	10,279,698	$	102,797	$	919,601,124	$	(472,252,726)	$	(1,124,745)	$	446,326,450

*Adjusted to give effect for the 1-for-7 Reverse Stock Split that became effective as of September 15, 2020, see Note 1.

F-4


	Common Stock*	Common Stock Amount*		Additional Paid-in Capital*		Accumulated Deficit		Total Stockholders’ Equity
Balance at December 31, 2018	10,150,771	$	101,508	$	894,881,580	$	(415,377,239)	$	479,605,849
Net income	—	—		—		29,483		29,483
Issuance of shares due to vesting of restricted shares	41,859	419		(419)		—		—
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	10,192,630	$	101,927	$	895,449,469	$	(415,347,756)	$	480,203,640
Net loss	—	—		—		(5,992,156)		(5,992,156)
Issuance of shares due to vesting of restricted shares	16	—		—		—		—
Cash used to settle net share equity awards	—	—		(536)		—		(536)
Stock-based compensation	—	—		1,227,210		—		1,227,210
Balance at June 30, 2019	10,192,646	$	101,927	$	896,676,143	$	(421,339,912)	$	475,438,158
Net income	—	—		—		(4,562,989)		$	(4,562,989)
Proceeds received as per the Share Lending Agreement	—	—		35,829		—		35,829
Issuance of shares due to vesting of restricted shares and exercise of options	18,022	180		(180)		—		—
Equity component of Convertible Bond Debt, net of equity issuance costs	—	—		20,181,907		—		20,181,907
Cash used to settle net share equity awards	—	—		(471,236)		—		(471,236)
Stock-based compensation	—	—		1,155,223		—		1,155,223
Balance at September 30, 2019	10,210,668	$	102,107	$	917,577,686	$	(425,902,901)	$	491,776,892

*Adjusted to give effect for the 1-for-7 Reverse Stock Split that became effective as of September 15, 2020, see Note 1.

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

F-5

EAGLE BULK SHIPPING INC. AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2020 and 2019

(Unaudited)


	Nine Months Ended
	September 30, 2020		September 30, 2019
Cash flows from operating activities:
Net loss	$	(35,178,372)	$	(10,525,662)
Adjustments to reconcile net loss to net cash (used in)/provided by operating activities:
Depreciation	32,085,266		24,845,206
Amortization of operating lease right-of-use assets	9,388,238		9,480,487
Amortization of deferred drydocking costs	5,502,211		4,379,162
Amortization of debt discount and debt issuance costs	4,654,871		2,265,374
Loss on debt extinguishment	—		2,268,452
Loss/(gain) on sale of vessels	389,207		(6,044,479)
Operating lease impairment	352,368		—
Net unrealized loss on fair value of derivatives	2,677,003		138,354
Stock-based compensation expense	2,300,444		3,827,902
Drydocking expenditures	(10,830,172)		(6,062,439)
Changes in operating assets and liabilities:
Accounts payable	(4,135,537)		(1,799,292)
Accounts receivable	2,956,653		1,889,818
Accrued interest	1,850,383		5,927,043
Inventories	4,130,347		1,853,870

Operating lease liabilities current and non-current	(9,915,541)		(10,024,158)
Derivative asset, other current and non-current assets	(5,905,400)		(1,010,905)
Other accrued liabilities	(5,872,683)		144,279
Prepaid expenses	1,906,748		1,171,960
Unearned charter hire revenue	1,296,976		(3,770,762)
Net cash (used in)/provided by operating activities	(2,346,990)		18,954,210

Cash flows from investing activities:
Purchase of vessels and vessel improvements	(605,660)		(81,365,090)
Advance paid for purchase of vessels, scrubbers and ballast water systems	(25,224,068)		(50,537,160)
Proceeds from hull and machinery insurance claims	3,749,779		2,112,426
Proceeds from sale of vessels	4,594,081		29,626,659
Purchase of other fixed assets	(43,659)		(228,122)
Net cash used in investing activities	(17,529,527)		(100,391,287)

Cash flows from financing activities:
Repayment of revolver loan under New First Lien Facility	—		(5,000,000)
Proceeds from the revolver loan under New First Lien Facility	—		5,000,000
Repayment of Original Ultraco Debt Facility	—		(82,600,000)
Proceeds from New Ultraco Debt Facility	22,550,000		153,440,000
Proceeds from Convertible Bond Debt, net of debt discount	—		112,482,586
Proceeds from Share Lending Agreement	—		35,829
Repayment of Norwegian Bond Debt	(4,000,000)		(4,000,000)
Repayment of term loan under New Ultraco Debt Facility	(20,923,319)		(10,097,342)
Proceeds from revolver facility under New Ultraco Debt Facility	55,000,000		—

F-6


Proceeds from Super Senior Facility	15,000,000		—
Repayment of revolver loan under New Ultraco Debt Facility	(20,000,000)		—
Repayment of New First Lien Facility - term loan	—		(60,000,000)
Debt issuance costs paid to lenders on New Ultraco Debt Facility	(381,471)		(3,156,250)
Cash used to settle net share equity awards	(1,161,301)		(877,697)
Cash used to settle fractional shares in the Reverse Stock Split	(12,513)		—
Other financing costs	(44,104)		(830,237)
Net cash provided by financing activities	46,027,292		104,396,889
Net increase in cash, cash equivalents and Restricted cash	26,150,775		22,959,812
Cash, cash equivalents and Restricted cash at beginning of period	59,130,285		78,163,638
Cash, cash equivalents and Restricted cash at end of period	$	85,281,060	$	101,123,450
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid during the period for interest	$	20,377,697	$	13,106,139
Accruals for scrubbers and ballast water treatment systems included in Accounts payable and Other accrued liabilities	$	5,915,948	$	8,867,952
Accruals for debt issuance costs included in Other accrued liabilities	$	200,000	$	418,224
Accrual for liability relating to taxes on net share equity awards included in Other accrued liabilities	$	—	$	471,236

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

F-7

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 September 30, 2020, the Company owned and operated a modern fleet of 49 oceangoing vessels, including 29 Supramax and 20 Ultramax vessels with a combined carrying capacity of 2,893,767 deadweight tonnage ("dwt") and an average age of approximately 9.3 years. Additionally, the Company charters-in three Ultramax vessels on a long term basis with remaining lease term of approximately one year and also charters-in vessels on a short term basis for a period less than one year.

For the three and nine months ended September 30, 2020 and 2019, 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 8 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 2019 Annual Report on Form 10-K, filed with the SEC on March 12, 2020.

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.

Effective as of September 15, 2020, the Company completed a 1-for-7 reverse stock split (the “Reverse Stock Split”) of the Company's issued and outstanding shares of common stock, par value $0.01 per share, as previously approved by our Board of Directors ( the "Board of Directors") and our shareholders. Proportional adjustments were made to the Company’s issued and outstanding common stock and to the exercise price and the number of shares issuable upon exercise of all of the Company’s outstanding warrants, the exercise price and number of shares issuable upon exercise of the options outstanding under the Company’s equity incentive plans, and the number of shares subject to restricted stock awards under the Company’s equity incentive plans. Furthermore, the conversion rate set forth in the indenture governing the Company’s Convertible Bond Debt was adjusted to reflect the Reverse Stock Split. No fractional shares of common stock were issued in connection with the Reverse Stock Split. Furthermore, if a shareholder held less than seven shares prior to the Reverse Stock Split, then such shareholder received cash in lieu of the fractional share. All references herein to common stock and per share data for all periods presented in these condensed consolidated financial statements and notes thereto, have been retrospectively adjusted to reflect the Reverse Stock Split.

On March 11, 2020, the World Health Organization declared the novel coronavirus (“COVID-19”) outbreak a pandemic. In response to the pandemic, many countries, ports and organizations, including those where the Company conducts a large part of its operations, have implemented measures to combat the pandemic, such as quarantines and travel restrictions. Such measures have caused and will likely continue to cause severe trade disruptions. The extent to which COVID-19 will impact the Company's results of operations and financial condition, including possible vessel impairments, will depend on future developments including new information which may emerge concerning the severity of the virus and the actions to contain or treat its impact, among others. Accordingly, an estimate of the impact cannot be made at this time.

As of January 1, 2020, we adopted ASU No. 2016-13, "Financial Instruments—Credit Losses" ("ASU 2016-13"). ASU 2016-13 amended the current financial instrument impairment model by requiring entities to use a forward-looking approach based on expected losses to estimate credit losses on certain types of financial instruments, including trade receivables. The adoption of the accounting standard did not have any material impact on our condensed consolidated financial statements.

F-8

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, estimated losses on our trade receivables, fair value of Convertible Bond Debt (as defined below) and its equity component, fair value of operating lease right-of-use assets and operating lease liabilities 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 Accounting Standards Update 2016-02, "Leases", ("ASC 842"). ASC 842 revises the accounting for leases. Under the new lease standard, lessees are required to recognize an operating lease right-of-use assets and a lease liabilities for substantially all leases. The new lease standard will continue to classify leases as either financing or operating, with classification affecting the pattern of expense recognition. The accounting applied by a lessor under the new guidance will be substantially equivalent to current lease accounting guidance.

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

Time charter out contracts

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 nine months ended September 30, 2020 and 2019.

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.

F-9

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

At lease commencement, a lessee must develop a discount rate to calculate the present value of the lease payments so that it can determine lease classification and measure the lease liability. When determining the discount rate to be used at lease commencement, a lessee must use the rate implicit in the lease unless that rate cannot be readily determined. When the rate implicit in the lease cannot be readily determined, the lessee should use its incremental borrowing rate. The incremental borrowing rate is the rate that reflects the interest a lessee would have to pay to borrow funds on a collateralized basis over a similar term and in a similar economic environment. The Company determined that the time charter-in contracts do not contain an implicit borrowing rate. Therefore, the Company arrived at the incremental borrowing rate by determining the Company's implied credit rating and the yield curve for debt as of January 1, 2019. The Company then interpolated the yield curve to determine the incremental borrowing rate for each lease based on the remaining lease term on the specific lease. Based on the above methodology, the Company's incremental borrowing rates ranged from 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 elected not to 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. On December 25, 2019, the Company renegotiated the lease terms for another year at a hire rate of $11,600 per day. The Company accounted for this as a lease modification on December 25, 2019 and increased its lease liability and right-of-use asset on its consolidated balance sheet as of December 31, 2019 by $4.5 million.

Office leases

On October 15, 2015, the Company entered into a commercial lease agreement as a sublessee for office space in Stamford, Connecticut. The lease is effective from January 2016 through June 2023, with an average annual rent of $0.4 million. The lease is secured by cash collateral of $74,917 which is recorded as Restricted cash - noncurrent in the accompanying condensed consolidated balance sheet as of December 31, 2019. In November 2018, the Company entered into an office lease agreement in Singapore, which expires in October 2021, with an average annual rent of $0.3 million. The Company determined the two office leases to be operating leases and recorded the lease expense as part of General and administrative expenses in the Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2020 and 2019.

On July 27, 2020, the lessor on our office sublease in Stamford, Connecticut filed for Chapter 11 reorganization in the U.S. Bankruptcy Court in Birmingham, Alabama. The lessor also filed a motion to reject the prime lease with the landlord as well as the sublease with the Company. Subsequently, the bankruptcy court granted the motion and the prime lease and the sublease

F-10

were cancelled as of the date of the petition. As a result, the letter of credit of $74,917 associated with the sublease was cancelled and it is included in the Cash and cash equivalents as of September 30, 2020. On September 21, 2020, the primary landlord assumed the sublease with the existing lease terms.

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 September 30, 2020 and December 31, 2019 are as follows:


Description	Location in Balance Sheet	September 30, 2020 (1)		December 31, 2019 (1)
Assets:
Chartered-in contracts greater than 12 months (2)	Operating lease right-of-use assets	$	9,171,817	$	18,442,965
Office leases	Operating lease right-of-use assets	1,497,614		1,967,072
Operating lease right-of-use assets		$	10,669,431	$	20,410,037

Liabilities:
Chartered-in contracts greater than 12 months	Current portion of operating lease liabilities	$	10,151,384	$	12,622,524
Office leases	Current portion of operating lease liabilities	696,929		633,454
Lease liabilities - current portion		$	10,848,313	$	13,255,978

Chartered-in contracts greater than 12 months	Operating lease liabilities	$	—	$	6,974,943
Office leases	Operating lease liabilities	793,917		1,326,850
Lease liabilities - noncurrent portion		$	793,917	$	8,301,793

(1) The Operating lease right-of-use assets and Operating lease liabilities represent the present value of lease payments for the remaining term of the lease. The discount rate used ranged from 5.05% to 6.08%. The weighted average discount rate used to calculate the lease liability was 5.50%.

(2) During the second quarter of 2020, the Company determined that there were impairment indicators present for one of our chartered-in vessel contracts and, as a result, we recorded an operating lease impairment of $0.4 million. The operating lease impairment was included as a component of Operating (loss)/income in our Condensed Consolidated Statements of Operations for the nine months ended September 30, 2020.

The table below presents the components of the Company’s lease expenses and sublease income on a gross basis earned from chartered-in contracts greater than 12 months for the three and nine months ended September 30, 2020 and 2019.

F-11


		Three Months Ended				Nine Months Ended
Description	Location in Statement of Operations	September 30, 2020		September 30, 2019		September 30, 2020		September 30, 2019
Lease expense for chartered-in contracts less than 12 months	Charter hire expenses	$	2,560,224	$	7,977,490	$	6,348,081	$	24,022,456
Lease expense for chartered-in contracts greater than 12 months	Charter hire expenses	2,500,279		3,368,125		9,472,728		9,994,546
		$	5,060,503	$	11,345,615	$	15,820,809	$	34,017,002
Lease expense for office leases	General and administrative expenses	185,525		182,171		548,349		537,527
Sublease income from chartered-in contracts greater than 12 months *	Revenues, net	$	1,308,833	$	1,353,020	$	6,598,871	$	7,194,837

* The sublease income represents only time charter revenue earned on the chartered-in contracts with terms more than 12 months. There is additional revenue earned from voyage charters on the same chartered-in contracts which is recorded in Revenues, net in our Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2020 and 2019.

The cash paid for operating leases with terms greater than 12 months is $2.9 million and $9.9 million for the three and nine months ended September 30, 2020, respectively.

The cash paid for operating leases with terms greater than 12 months is $3.7 million and $11.2 million for the three and nine months ended September 30, 2019, respectively.

The Company did not enter into any operating leases greater than 12 months for the three and nine months ended September 30, 2020.

The weighted average remaining lease term on our chartered-in contracts greater than 12 months is 12.6 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 September 30, 2020:


Year	Chartered-in contracts greater than 12 months			Office leases			Total Operating leases

Discount rate upon adoption	5.37		%	5.80		%	5.48		%

Three months ending December 31, 2020	$	3,287,395		$	185,525		$	3,472,920
2021	6,982,810			700,257			7,683,067
2022				483,048			483,048
2023				244,878			244,878
	$	10,270,205		$	1,613,708		$	11,883,913

Present value of lease liability	$	10,151,384		$	1,490,846		$	11,642,230

Lease liabilities - short term	$	10,151,384		$	696,929		$	10,848,313
Lease liabilities - long term	—			793,917			793,917
Total lease liabilities	$	10,151,384		$	1,490,846		$	11,642,230

Discount based on incremental borrowing rate	$	118,821		$	122,862		$	241,683

F-12

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 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 nine months ended September 30, 2020 was $0.6 million and $4.6 million, respectively. The amount of revenue earned as demurrage or despatch paid by the Company for the three and nine months ended September 30, 2019 was $1.8 million and $7.8 million, respectively.

The following table shows the revenues earned from time charters and voyage charters for the three and nine months ended September 30, 2020 and 2019:


	Three Months Ended				Nine Months Ended
	September 30, 2020		September 30, 2019		September 30, 2020		September 30, 2019

Time charters	$	25,279,434	$	37,086,461	$	73,798,878	$	96,728,727
Voyage charters	42,902,867		37,023,915		126,153,526