[_]
|
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934
|
OR
|
|
[X]
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the fiscal year ended December 31, 2015
|
|
[_]
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the transition period from to
|
|
[_]
|
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Title of class
|
Name of exchange on which registered
|
|
Common Stock, $0.01 par value
|
The NASDAQ Stock Market LLC
|
|
Preferred Stock Purchase Rights
|
The NASDAQ Stock Market LLC
|
Large accelerated filer ☐
|
Accelerated filer ☒
|
Non-accelerated filer ☐
|
US GAAP ☒
|
International Financial Reporting Standards as issued by the International Accounting Standards Board ☐
|
Other ☐
|
● | our future operating or financial results; |
● | statements about planned, pending or recent acquisitions, business strategy and expected capital spending or operating expenses, including drydocking, surveys, upgrades and insurance costs; |
● | our ability to procure or have access to financing, our liquidity and the adequacy of cash flow for our operations; |
● | our continued borrowing availability under our debt agreements and compliance with the covenants contained therein; |
● | our substantial leverage, including our ability to generate sufficient cash flow to service our existing debt and the incurrence of substantial indebtedness in the future; |
● | our ability to successfully employ both our existing drybulk and offshore support vessels; |
● | our offshore support contract backlog, contract commencements, offshore support contract terminations, offshore support contract option exercises, offshore support contract revenues, offshore support contract awards and platform and offshore support vessels mobilizations and performance provisions, |
● | our future capital expenditures and investments in the construction, acquisition and refurbishment of our vessels (including the amount and nature thereof and the timing of completion thereof, the delivery and commencement of operations dates, expected downtime and lost revenue); |
● | statements about drybulk shipping and offshore support market trends, charter rates and factors affecting supply and demand; |
● | our expectations regarding the availability of vessel acquisitions; and |
● | anticipated developments with respect to pending litigation. |
PART I
|
1
|
|
Item 1.
|
Identity of Directors, Senior Management and Advisers
|
1
|
Item 2.
|
Offer Statistics and Expected Timetable
|
1
|
Item 3.
|
Key Information
|
1
|
Item 4.
|
Information on the Company
|
37
|
Item 4A.
|
Unresolved Staff Comments
|
60
|
Item 5.
|
Operating and Financial Review and Prospects
|
60
|
Item 6.
|
Directors and Senior Management
|
107
|
Item 7.
|
Major Shareholders and Related Party Transactions
|
114
|
Item 8.
|
Financial Information
|
122
|
Item 9.
|
The Offer and Listing
|
124
|
Item 10.
|
Additional Information
|
124
|
Item 11.
|
Quantitative and Qualitative Disclosures about Market Risk
|
136
|
Item 12.
|
Description of Securities Other than Equity Securities
|
137
|
PART II
|
138
|
|
Item 13.
|
Defaults, Dividend Arrearages and Delinquencies
|
138
|
Item 14.
|
Material Modifications to the Rights of Security Holders and Use of Proceeds
|
138
|
Item 15.
|
Controls and Procedures
|
138
|
Item 16A.
|
Audit Committee Financial Expert
|
139
|
Item 16B.
|
Code of Ethics
|
139
|
Item 16C.
|
Principal Accountant Fees and Services
|
140
|
Item 16D.
|
Exemptions from the Listing Standards for Audit Committees
|
140
|
Item 16E.
|
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
|
140
|
Item 16F.
|
Changes in Registrant's Certifying Accountant
|
140
|
Item 16G.
|
Corporate Governance
|
140
|
Item 16H.
|
Mine Safety Disclosure
|
141
|
PART III.
|
142
|
|
Item 17.
|
Financial Statements
|
142
|
Item 18.
|
Financial Statements
|
142
|
Item 18.1.
|
Schedule I – Condensed Financial Information of Dryships Inc. (Parent Company only)
|
142
|
Item 19.
|
Exhibits
|
142
|
Year Ended December 31,
|
||||||||||||||||||||
(In thousands of U.S. dollars except per share and share data)
|
2011
|
2012
|
2013
|
2014
|
2015
|
|||||||||||||||
STATEMENT OF OPERATIONS
|
||||||||||||||||||||
Total revenues
|
$
|
1,077,662
|
$
|
1,210,139
|
$
|
1,492,014
|
$
|
2,185,524
|
$
|
969,825
|
||||||||||
Voyage expenses
|
20,573
|
30,012
|
103,211
|
117,165
|
65,286
|
|||||||||||||||
Vessels and drilling units operating expenses
|
373,122
|
649,722
|
609,765
|
844,260
|
371,074
|
|||||||||||||||
Depreciation and amortization
|
274,281
|
335,458
|
357,372
|
449,792
|
227,652
|
|||||||||||||||
(Gain)/Loss on contract cancellation
|
(6,202
|
)
|
—
|
—
|
1,307
|
28,241
|
||||||||||||||
Contract termination fees and other
|
—
|
41,339
|
33,293
|
—
|
—
|
|||||||||||||||
Impairment loss and loss from sale of vessels and vessel owning companies
|
148,045
|
1,179
|
43,490
|
38,148
|
1,057,116
|
|||||||||||||||
Gain from vessel insurance proceeds
|
(25,064
|
)
|
—
|
—
|
—
|
—
|
||||||||||||||
General and administrative expenses – cash(1)
|
96,679
|
132,636
|
173,298
|
182,593
|
97,106
|
|||||||||||||||
General and administrative expenses – non-cash
|
26,568
|
13,299
|
11,424
|
11,093
|
7,806
|
|||||||||||||||
Legal settlements and other, net
|
—
|
(9,360
|
)
|
4,585
|
(2,013
|
)
|
(2,948
|
)
|
Operating income/(loss)
|
169,660
|
15,854
|
155,576
|
543,179
|
(881,508
|
)
|
||||||||||||||
Interest and finance costs
|
(146,173
|
)
|
(210,128
|
)
|
(332,129
|
)
|
(411,021
|
)
|
(172,132
|
)
|
||||||||||
Interest income
|
16,575
|
4,203
|
12,498
|
12,146
|
527
|
|||||||||||||||
Gain/(loss) on interest rate swaps
|
(68,943
|
)
|
(54,073
|
)
|
8,373
|
(15,528
|
)
|
(11,601
|
)
|
|||||||||||
Other, net
|
9,023
|
(492
|
)
|
2,245
|
7,067
|
(9,275
|
)
|
|||||||||||||
Income/(loss) before income taxes and earnings of affiliated companies
|
(19,858
|
)
|
(244,636
|
)
|
(153,437
|
)
|
135,843
|
(1,073,989
|
)
|
Loss due to deconsolidation of Ocean Rig
|
—
|
—
|
—
|
—
|
(1,347,106
|
)
|
||||||||||||||
Income taxes
|
(27,428
|
)
|
(43,957
|
)
|
(44,591
|
)
|
(77,823
|
)
|
(37,119
|
)
|
||||||||||
Equity in net losses of affiliated company
|
—
|
—
|
—
|
—
|
(349,872
|
)
|
||||||||||||||
Net Income/(loss)
|
(47,286
|
)
|
(288,593
|
)
|
(198,028
|
)
|
58,020
|
(2,808,086
|
)
|
|||||||||||
Less: Net (income)/loss attribute to non-controlling interests
|
(22,842
|
)
|
41,815
|
(25,065
|
)
|
(105,532
|
)
|
(38,975
|
)
|
|||||||||||
Net loss attributable to DryShips Inc.
|
$
|
(70,128
|
)
|
$
|
(246,778
|
)
|
$
|
(223,093
|
)
|
$
|
(47,512
|
)
|
$
|
(2,847,061
|
)
|
|||||
Net loss attributable to common stockholders
|
$
|
(74,594
|
)
|
$
|
(246,778
|
)
|
$
|
(223,149
|
)
|
$
|
(48,209
|
)
|
$
|
(2,847,631
|
)
|
|||||
Loss per common share attributable to DryShips Inc. common stockholders, basic
|
$
|
(5.25
|
)
|
$
|
(16.23
|
)
|
$
|
(14.53
|
)
|
$
|
(2.64
|
)
|
$
|
(107.06
|
)
|
|||||
Weighted average number of common shares, basic
|
14,205,791
|
15,206,364
|
15,362,532
|
18,241,265
|
26,598,361
|
|||||||||||||||
Loss per common share attributable to DryShips Inc. common stockholders, diluted
|
$
|
(5.25
|
)
|
$
|
(16.23
|
)
|
$
|
(14.53
|
)
|
$
|
(2.64
|
)
|
$
|
(107.06
|
)
|
|||||
Weighted average number of common shares, diluted (2)
|
14,205,791
|
15,206,364
|
15,362,532
|
18,241,265
|
26,598,361
|
(1) | Cash compensation to members of our senior management and our directors amounted to $6.8 million, $5.7 million, $4.8 million, $5.8 million, and $8.4 million for the years ended December 31, 2011, 2012, 2013, 2014 and 2015, respectively. |
(2) | All previously reported share and per share amounts have been restated to reflect the reverse stock split. |
As of and for the
Year Ended December 31,
|
||||||||||||||||||||
(In thousands of U.S. dollars except share data and fleet data)
|
2011
|
2012
|
2013
|
2014
|
2015
|
|||||||||||||||
BALANCE SHEET DATA | ||||||||||||||||||||
Total current assets
|
$
|
570,077
|
$
|
903,529
|
$
|
1,184,199
|
$
|
1,215,044
|
$
|
269,067
|
||||||||||
Total assets
|
8,621,689
|
8,878,491
|
10,123,692
|
10,359,370
|
476,052
|
|||||||||||||||
Current liabilities, including current portion of long-term debt, net of deferred finance cost
|
756,263
|
1,573,529
|
2,171,714
|
1,609,527
|
354,640
|
|||||||||||||||
Total long-term debt, including current portion
|
4,241,835
|
4,386,715
|
5,568,003
|
5,517,613
|
340,622
|
|||||||||||||||
DryShips common stock
|
170
|
170
|
173
|
282
|
283
|
|||||||||||||||
Number of shares issued
|
16,990,484
|
16,990,483
|
17,306,172
|
28,242,566
|
28,326,566
|
|||||||||||||||
Total DryShips Inc. stockholders' equity
|
3,145,328
|
2,846,460
|
2,613,636
|
2,992,821
|
121,412
|
OTHER FINANCIAL DATA
|
||||||||||||||||||||
Net cash provided by operating activities
|
$
|
349,205
|
$
|
237,529
|
$
|
245,980
|
$
|
475,108
|
$
|
215,747
|
||||||||||
Net cash used in investing activities
|
(1,822,394
|
)
|
(389,947
|
)
|
(1,234,330
|
)
|
(754,717
|
)
|
(465,698
|
)
|
||||||||||
Net cash provided by/(used in) financing activities
|
1,332,802
|
243,225
|
1,241,542
|
250,709
|
(316,291
|
)
|
||||||||||||||
EBITDA (1)
|
$
|
384,021
|
$
|
296,747
|
$
|
523,566
|
$
|
984,510
|
$
|
(2,371,710
|
)
|
|||||||||
DRYBULK FLEET DATA:
|
||||||||||||||||||||
Average number of vessels (2)
|
35.80
|
35.67
|
37.15
|
38.69
|
35.78
|
|||||||||||||||
Total voyage days for drybulk carrier fleet (3)
|
12,831
|
13,027
|
13,442
|
13,889
|
12,562
|
|||||||||||||||
Total calendar days for drybulk carrier fleet (4)
|
13,068
|
13,056
|
13,560
|
14,122
|
13,060
|
|||||||||||||||
Drybulk carrier fleet utilization (5)
|
98.19
|
%
|
99.78
|
%
|
99.13
|
%
|
98.35
|
%
|
96.19
|
%
|
||||||||||
(In Dollars)
|
||||||||||||||||||||
AVERAGE DAILY RESULTS:
|
||||||||||||||||||||
Time charter equivalent (6)
|
$
|
26,912
|
$
|
15,896
|
$
|
12,062
|
$
|
12,354
|
$
|
9,171
|
||||||||||
Vessel operating expenses (7)
|
6,271
|
5,334
|
5,796
|
6,400
|
6,715
|
|||||||||||||||
TANKER FLEET DATA:
|
||||||||||||||||||||
Average number of vessels (2)
|
2.64
|
6.27
|
9.86
|
10.00
|
6.21
|
|||||||||||||||
Total voyage days for tanker fleet (3)
|
963
|
2,293
|
3,598
|
3,650
|
2,168
|
|||||||||||||||
Total calendar days for tanker fleet (4)
|
963
|
2,293
|
3,598
|
3,650
|
2,267
|
|||||||||||||||
Tanker fleet utilization
|
100
|
%
|
100
|
%
|
100
|
%
|
100
|
%
|
95.63
|
%
|
||||||||||
(In Dollars)
|
||||||||||||||||||||
AVERAGE DAILY RESULTS:
|
||||||||||||||||||||
Time Charter Equivalent (6)
|
$
|
12,592
|
$
|
13,584
|
$
|
12,900
|
$
|
21,835
|
$
|
36,389
|
||||||||||
Vessel Operating Expenses (7)
|
9,701
|
7,195
|
7,286
|
7,138
|
8,721
|
|||||||||||||||
OFFSHORE SUPPORT FLEET DATA:
|
||||||||||||||||||||
Average number of vessels (2)
|
-
|
-
|
-
|
-
|
6.00
|
|||||||||||||||
Total voyage days for offshore support fleet (3)
|
-
|
-
|
-
|
-
|
426
|
|||||||||||||||
Total calendar days for offshore support fleet (4)
|
-
|
-
|
-
|
-
|
426
|
|||||||||||||||
Offshore support fleet utilization
|
-
|
-
|
-
|
-
|
100
|
%
|
||||||||||||||
(In Dollars)
|
||||||||||||||||||||
AVERAGE DAILY RESULTS:
|
-
|
-
|
-
|
-
|
||||||||||||||||
Time Charter Equivalent (6)
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
18,460
|
||||||||||
Vessel Operating Expenses (7)
|
-
|
-
|
-
|
-
|
9,336
|
(1) | EBITDA, a non-U.S. GAAP measure, represents net income/(loss) before interest, taxes, depreciation and amortization. EBITDA does not represent and should not be considered as an alternative to net income/(loss) or cash flow from operations, as determined by U.S. GAAP and our calculation of EBITDA may not be comparable to that reported by other companies. EBITDA is included herein because it is a basis upon which the Company measures its operations. Please see below for a reconciliation of EBITDA to net loss attributable to DryShips, the most directly comparable financial measure calculated in accordance with U.S. GAAP. |
(2) | Average number of vessels is the number of vessels that constituted the respective fleet for the relevant period, as measured by the sum of the number of days each vessel in that fleet was a part of the fleet during the period divided by the number of calendar days in that period. |
(3) | Total voyage days for the respective fleet are the total days the vessels in that fleet were in the Company's possession for the relevant period net of off-hire days associated with drydockings or special or intermediate surveys. |
(4) | Calendar days are the total days the vessels in that fleet were in the Company's possession for the relevant period including off-hire days associated with major repairs, drydockings or special or intermediate surveys. |
(5) | Fleet utilization is the percentage of time that the vessels in that fleet were available for revenue-generating voyage days, and is determined by dividing voyage days by fleet calendar days for the relevant period. |
(6) | Time charter equivalent, or TCE, is a measure of the average daily revenue performance of a vessel on a per voyage basis. The Company's method of calculating TCE is determined by dividing voyage revenues (net of voyage expenses) by voyage days for the relevant time period. Voyage expenses primarily consist of port, canal and fuel costs that are unique to a particular voyage, which would otherwise be paid by the charterer under a time charter contract, as well as commissions. TCE revenues, a non-U.S. GAAP measure, provides additional meaningful information in conjunction with revenues from our vessels, the most directly comparable U.S. GAAP measure, because it assists Company's management in making decisions regarding the deployment and use of its vessels and in evaluating their financial performance. TCE is also a standard shipping industry performance measure used primarily to compare period-to-period changes in a shipping company's performance despite changes in the mix of charter types (i.e., spot charters, time charters and bareboat charters) under which the vessels may be employed between the periods. The tables below reflect the calculation of our TCE rates for the periods presented. |
(7) | Daily vessel operating expenses, which includes crew costs, provisions, deck and engine stores, lubricating oil, insurance, maintenance and repairs, is calculated by dividing vessel operating expenses by fleet calendar days for the relevant time period. |
(8) | Does not include accrual for the provision of the purchase options and write off in overdue receivables under certain time charter agreements. |
For the Year Ended December 31,
|
||||||||||||||||||||
(U.S. dollars in thousands)
|
2011
|
2012
|
2013
|
2014
|
2015
|
|||||||||||||||
Net loss attributable to DryShips Inc.
|
$
|
(70,128
|
)
|
$
|
(246,778
|
)
|
$
|
(223,093
|
)
|
$
|
(47,512
|
)
|
$
|
(2,847,061
|
)
|
|||||
Add: Net interest expense
|
129,598
|
205,925
|
319,631
|
398,875
|
171,605
|
|||||||||||||||
Add: Depreciation and amortization
|
274,281
|
335,458
|
357,372
|
449,792
|
227,652
|
|||||||||||||||
Add: Income taxes
|
27,428
|
43,957
|
44,591
|
77,823
|
37,119
|
|||||||||||||||
Add: Net income/(loss) attributable to Non controlling interests
|
22,842
|
(41,815
|
)
|
25,065
|
105,532
|
38,975
|
||||||||||||||
EBITDA
|
$
|
384,021
|
$
|
296,747
|
$
|
523,566
|
$
|
984,510
|
$
|
(2,371,710
|
)
|
Drybulk Carrier Segment
|
Year Ended December 31,
|
|||||||||||||||||||
(In thousands of U.S. dollars, except for TCE rates,
|
||||||||||||||||||||
which are expressed in U.S. dollars and voyage days)
|
2011
|
2012
|
2013
|
2014
|
2015
|
|||||||||||||||
Voyage revenues (8)
|
$
|
365,361
|
$
|
227,141
|
$
|
191,024
|
$
|
205,630
|
$
|
138,828
|
||||||||||
Voyage expenses
|
(20,047
|
)
|
(20,064
|
)
|
(28,886
|
)
|
(34,044
|
)
|
(23,619
|
)
|
||||||||||
Time charter equivalent revenues
|
$
|
345,314
|
$
|
207,077
|
$
|
162,138
|
$
|
171,586
|
$
|
115,209
|
||||||||||
Total voyage days for drybulk fleet
|
12,831
|
13,027
|
13,442
|
13,889
|
12,562
|
|||||||||||||||
Time charter equivalent (TCE) rate
|
$
|
26,912
|
$
|
15,896
|
$
|
12,062
|
$
|
12,354
|
$
|
9,171
|
Tanker Segment
|
Year Ended December 31,
|
|||||||||||||||||||
(In thousands of U.S. dollars, except for TCE rates, which are
|
||||||||||||||||||||
expressed in U.S. dollars and voyage days)
|
2011
|
2012
|
2013
|
2014
|
2015
|
|||||||||||||||
Voyage revenues
|
$
|
12,652
|
$
|
41,095
|
$
|
120,740
|
$
|
162,817
|
$
|
120,304
|
||||||||||
Voyage expenses
|
(526
|
)
|
(9,948
|
)
|
(74,325
|
)
|
(83,121
|
)
|
(41,413
|
)
|
||||||||||
Time charter equivalent revenues
|
$
|
12,126
|
$
|
31,147
|
$
|
46,415
|
$
|
79,696
|
$
|
78,891
|
||||||||||
Total voyage days for tanker fleet
|
963
|
2,293
|
3,598
|
3,650
|
2,168
|
|||||||||||||||
Time charter equivalent (TCE) rate
|
$
|
12,592
|
$
|
13,584
|
$
|
12,900
|
$
|
21,835
|
$
|
36,389
|
Offshore support Segment
|
Year Ended December 31,
|
|||||||||||||||||||
(In thousands of U.S. dollars, except for TCE rates, which are
|
||||||||||||||||||||
expressed in U.S. dollars and voyage days)
|
2011
|
2012
|
2013
|
2014
|
2015
|
|||||||||||||||
Voyage revenues
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
8,118
|
||||||||||
Voyage expenses
|
-
|
-
|
-
|
-
|
(254
|
)
|
||||||||||||||
Time charter equivalent revenues
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
7,864
|
||||||||||
Total voyage days for offshore support fleet
|
-
|
-
|
-
|
-
|
426
|
|||||||||||||||
Time charter equivalent (TCE) rate
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
18,460
|
● | supply and demand for energy resources, commodities, semi-finished and finished consumer and industrial products; |
● | changes in the exploration or production of energy resources, commodities, semi-finished and finished consumer and industrial products; |
● | the location of regional and global exploration, production and manufacturing facilities; |
● | the location of consuming regions for energy resources, commodities, semi-finished and finished consumer and industrial products; |
● | the globalization of production and manufacturing; |
● | global and regional economic and political conditions, including armed conflicts, terrorist activities, embargoes and strikes; |
● | natural disasters and other disruptions in international trade; |
● | developments in international trade; |
● | changes in seaborne and other transportation patterns, including the distance cargo is transported by sea; |
● | environmental and other regulatory developments; |
● | currency exchange rates; and |
● | weather. |
● | the number of newbuilding deliveries; |
● | port and canal congestion; |
● | the scrapping rate of older vessels; |
● | vessel casualties; and |
● | the number of vessels that are out of service. |
· |
prevailing oil and natural gas prices;
|
· |
expectations about future prices and price volatility;
|
· |
cost of exploring for, producing and delivering oil and natural gas;
|
· |
sale and expiration dates of available offshore leases;
|
· |
demand for petroleum products;
|
· |
current availability of oil and natural gas resources;
|
· |
rate of discovery of new oil and natural gas reserves in offshore areas;
|
· |
local and international political, environmental and economic conditions;
|
· |
technological advances; and
|
· |
ability of oil and natural gas companies to obtain leases, permits or obtain funds for capital.
|
· |
constructing new vessels;
|
· |
moving vessels from one offshore market area to another;
|
· | converting vessels formerly dedicated to services other than offshore marine services; or |
· |
vessel charters expiring and not being rechartered or vessels charters being terminated.
|
● | prevailing level of charter rates; |
● | general economic and market conditions affecting the shipping industry; |
● | types and sizes of vessels; |
● | supply of and demand for vessels; |
● | other modes of transportation; |
● | cost of newbuildings; |
● | governmental and other regulations; and |
● | technological advances. |
● | marine disaster; |
● | environmental accidents; |
● | cargo and property losses or damage; |
● | business interruptions caused by mechanical failure, human error, war, terrorism, political action in various countries, labor strikes or adverse weather conditions; and |
● | piracy. |
● |
enter into other financing arrangements;
|
● |
incur or guarantee additional indebtedness;
|
● |
create or permit liens on our assets;
|
● |
consummate a merger, consolidation or sale of our all or substantially all of our assets or the shares of our subsidiaries;
|
● |
make investments;
|
● |
change the general nature of our business;
|
● |
pay dividends, redeem capital stock or subordinated indebtedness or make other restricted payments;
|
● |
incur dividend or other payment restrictions;
|
● |
change the management and/or ownership of our vessels;
|
● |
enter into transactions with affiliates;
|
● |
transfer or sell assets;
|
● |
amend, modify or change our organizational documents;
|
● | make capital expenditures; |
● |
change the flag, class or management of our vessels;
|
● |
drop below certain minimum cash deposits, as defined in our credit facilities; and
|
● | compete effectively to the extent our competitors are subject to less onerous restrictions. |
● | we may not be able to satisfy our financial obligations under our indebtedness and our contractual and commercial commitments, which may result in possible defaults on and acceleration of such indebtedness; |
● | we may not be able to obtain financing in the future for working capital, capital expenditures, acquisitions, debt service requirements or other purposes; |
● | we may not be able to use operating cash flow in other areas of our business because we must dedicate a substantial portion of these funds to service the debt; |
● | we could become more vulnerable to general adverse economic and industry conditions, including increases in interest rates, particularly given our substantial indebtedness, some of which bears interest at variable rates; |
● | our ability to refinance indebtedness may be limited or the associated costs may increase; |
● | less leveraged competitors could have a competitive advantage because they have lower debt service requirements and, as a result, we may not be better positioned to withstand economic downturns; and |
● | we may be less able to take advantage of significant business opportunities and to react to changes in market or industry conditions than our competitors and our management's discretion in operating our business may be limited. |
· | severe weather or natural disasters; |
· | moratoria on drilling or permitting delays; |
· | delays in or the inability to obtain regulatory approvals; |
· | delays or decreases in oil production; |
· | delays or decreases in the availability of drilling rigs and related equipment, facilities, personnel or services; |
· | delays or decreases in the availability of capacity to transport, gather or process production; and/or |
· | changes in the regulatory, political and fiscal environment. |
● | shipyard unavailability; |
● | shortages of equipment, materials or skilled labor for completion of repairs or upgrades to our equipment; |
● | unscheduled delays in the delivery of ordered materials and equipment or shipyard construction; |
● | financial or operating difficulties experienced by equipment vendors or the shipyard; |
● | unanticipated actual or purported change orders; |
● | local customs strikes or related work slowdowns that could delay importation of equipment or materials; |
● | engineering problems, including those relating to the commissioning of newly designed equipment; |
● | design or engineering changes; |
● | latent damages or deterioration to the hull, equipment and machinery in excess of engineering estimates and assumptions; |
● | work stoppages; |
● | client acceptance delays; |
● | weather interference, storm damage or other events of force majeure; |
● | disputes with shipyards and suppliers; |
● | shipyard failures and difficulties; |
● | failure or delay of third-party equipment vendors or service providers; |
● | unanticipated cost increases; and |
● | difficulty in obtaining necessary permits or approvals or in meeting permit or approval conditions. |
● | actual or anticipated fluctuations in our quarterly and annual results and those of other public companies in our industry; |
● | mergers and strategic alliances in the drybulk shipping industry; |
● | market conditions in the drybulk shipping industry and the general state of the securities markets; |
● | changes in government regulation; |
● | shortfalls in our operating results from levels forecast by securities analysts; and |
● | announcements concerning us or our competitors. |
● | authorizing our board of directors to issue "blank check" preferred stock without stockholder approval; |
● | providing for a classified board of directors with staggered, three-year terms; |
● | prohibiting cumulative voting in the election of directors; |
● | authorizing the removal of directors only for cause and only upon the affirmative vote of the holders of a majority of the outstanding shares of our common shares entitled to vote for the directors; |
● | prohibiting stockholder action by written consent unless the written consent is signed by all shareholders entitled to vote on the action; |
● | limiting the persons who may call special meetings of stockholders; |
● | establishing advance notice requirements for nominations for election to our board of directors or for proposing matters that can be acted on by stockholders at stockholder meetings; and |
● | restricting business combinations with interested shareholders. |
Redelivery
|
|||||||||||||||
Year Built
|
DWT
|
Type
|
Current employment
or employment
upon delivery
|
Gross rate
per day
|
Earliest
|
Latest
|
|||||||||
Panamax:
|
|||||||||||||||
Raraka
|
2012
|
76,037
|
Panamax
|
Spot
|
Spot
|
N/A
|
N/A
|
||||||||
Amalfi
|
2009
|
75,206
|
Panamax
|
Spot
|
Spot
|
N/A
|
N/A
|
||||||||
Rapallo
|
2009
|
75,123
|
Panamax
|
T/C Index linked
|
T/C Index linked
|
Aug-16
|
Oct-16
|
||||||||
Catalina
|
2005
|
74,432
|
Panamax
|
Spot
|
Spot
|
N/A
|
N/A
|
||||||||
Majorca
|
2005
|
74,477
|
Panamax
|
Spot
|
Spot
|
N/A
|
N/A
|
||||||||
Ligari
|
2004
|
75,583
|
Panamax
|
Spot
|
Spot
|
N/A
|
N/A
|
||||||||
Sorrento
|
2004
|
76,633
|
Panamax
|
Spot
|
Spot
|
N/A
|
N/A
|
||||||||
Mendocino
|
2002
|
76,623
|
Panamax
|
T/C Index linked
|
T/C Index linked
|
Oct-16
|
Dec-16
|
||||||||
Bargara
|
2002
|
74,832
|
Panamax
|
T/C Index linked
|
T/C Index linked
|
Sep-16
|
Nov-16
|
||||||||
Oregon
|
2002
|
74,204
|
Panamax
|
Spot
|
Spot
|
N/A
|
N/A
|
||||||||
Ecola
|
2001
|
73,931
|
Panamax
|
Spot
|
Spot
|
N/A
|
N/A
|
||||||||
Samatan
|
2001
|
74,823
|
Panamax
|
Spot
|
Spot
|
N/A
|
N/A
|
||||||||
Sonoma
|
2001
|
74,786
|
Panamax
|
Spot
|
Spot
|
N/A
|
N/A
|
||||||||
Capitola
|
2001
|
74,816
|
Panamax
|
Spot
|
Spot
|
N/A
|
N/A
|
||||||||
Levanto
|
2001
|
73,925
|
Panamax
|
T/C Index linked
|
T/C Index linked
|
Aug-16
|
Oct-16
|
||||||||
Maganari
|
2001
|
75,941
|
Panamax
|
Spot
|
Spot
|
N/A
|
N/A
|
||||||||
Coronado
|
2000
|
75,706
|
Panamax
|
Spot
|
Spot
|
N/A
|
N/A
|
||||||||
Marbella
|
2000
|
72,561
|
Panamax
|
Spot
|
Spot
|
N/A
|
N/A
|
||||||||
Redondo
|
2000
|
74,716
|
Panamax
|
Spot
|
Spot
|
N/A
|
N/A
|
||||||||
Ocean Crystal
|
1999
|
73,688
|
Panamax
|
Spot
|
Spot
|
N/A
|
N/A
|
||||||||
Average age based on year built / Sum of DWT/ Total number of vessels
|
13.0 years
|
1,498,043
|
20
|
||||||||||||
Redelivery
|
|||||||||||||||
Year Built
|
DWT
|
Type
|
Current employment
or employment
upon delivery
|
Gross rate
per day
|
Earliest
|
Latest
|
|||||||||
Platform Supply Vessels:
|
|||||||||||||||
Crescendo
|
2012
|
1,457
|
PSV
|
Spot
|
Spot
|
May-16
|
Jan-17
|
||||||||
Vega Corona
|
2012
|
1,430
|
PSV
|
T/C
|
T/C
|
Dec-16
|
Dec-20
|
||||||||
Average age based on year built/ Sum of DWT/ Total number of vessels
|
3.4 years
|
2,887
|
2
|
||||||||||||
Oil Spill Recovery Vessels
|
|||||||||||||||
Vega Inruda
|
2013
|
1,393
|
OSRV
|
Idle
|
N/A
|
N/A
|
N/A
|
||||||||
Vega Jaanca
|
2012
|
1,393
|
OSRV
|
T/C
|
T/C
|
Jul-17
|
Jul-21
|
||||||||
Vega Emtoli
|
2012
|
1,363
|
OSRV
|
T/C
|
T/C
|
May-17
|
May-21
|
||||||||
Jubilee
|
2012
|
1,317
|
OSRV
|
Spot
|
Spot
|
May-16
|
Jan-17
|
||||||||
Average age based on year built/ Sum of DWT/ Total number of vessels
|
2.9 years
|
5,466
|
4
|
Drilling Unit Operating
|
Year Built or Scheduled
Delivery/Generation
|
Water Depth to the
Wellhead (ft)
|
Drilling Depth to the
Oil Field (ft)
|
||||
Leiv Eiriksson
|
2001/5th
|
10,000
|
30,000
|
||||
Eirik Raude
|
2002/5th
|
10,000
|
30,000
|
||||
Ocean Rig Corcovado
|
2011/6th
|
10,000
|
40,000
|
||||
Ocean Rig Olympia
|
2011/6th
|
10,000
|
40,000
|
||||
Ocean Rig Poseidon
|
2011/6th
|
10,000
|
40,000
|
||||
Ocean Rig Mykonos
|
2011/6th
|
10,000
|
40,000
|
||||
Ocean Rig Mylos
|
2013/7th
|
12,000
|
40,000
|
||||
Ocean Rig Skyros
|
2013/7th
|
12,000
|
40,000
|
||||
Ocean Rig Athena
|
2014/7th
|
12,000
|
40,000
|
||||
Ocean Rig Apollo
|
2015/7th
|
12,000
|
40,000
|
Year Built
|
DWT
|
Type
|
Date of sale
|
|||||||
Drybulk Vessels
|
||||||||||
Capesize:
|
||||||||||
Raiatea
|
2011
|
179,078
|
Capesize
|
Oct-15
|
||||||
Mystic
|
2008
|
170,040
|
Capesize
|
Sep-15
|
||||||
Robusto
|
2006
|
173,949
|
Capesize
|
Oct-15
|
||||||
Cohiba
|
2006
|
174,234
|
Capesize
|
Oct-15
|
||||||
Montecristo
|
2005
|
180,263
|
Capesize
|
Oct-15
|
||||||
Flecha
|
2004
|
170,012
|
Capesize
|
Oct-15
|
||||||
Manasota
|
2004
|
171,061
|
Capesize
|
Oct-15
|
||||||
Partagas
|
2004
|
173,880
|
Capesize
|
Oct-15
|
||||||
Alameda
|
2001
|
170,662
|
Capesize
|
Dec-15
|
||||||
Capri
|
2001
|
172,579
|
Capesize
|
Sep-15
|
||||||
Panamax:
|
||||||||||
Woolloomooloo
|
2012
|
76,064
|
Panamax
|
Oct-15
|
||||||
Saldanha
|
2004
|
75,707
|
Panamax
|
Oct-15
|
||||||
Topeka
|
2000
|
74,716
|
Panamax
|
Oct-15
|
||||||
Helena
|
1999
|
73,744
|
Panamax
|
Oct-15
|
||||||
Supramax:
|
||||||||||
Byron
|
2003
|
51,118
|
Supramax
|
Nov-15
|
||||||
Galveston
|
2002
|
51,201
|
Supramax
|
Nov-15
|
Year Built
|
DWT
|
Type
|
Date of sale
|
||||||
Suezmax:
|
|||||||||
Bordeira
|
2013
|
158,513
|
Suezmax
|
Jul-15
|
|||||
Petalidi
|
2012
|
158,532
|
Suezmax
|
Jul-15
|
|||||
Lipari
|
2012
|
158,425
|
Suezmax
|
Jul-15
|
|||||
Vilamoura
|
2011
|
158,622
|
Suezmax
|
Aug-15
|
|||||
Aframax
|
|||||||||
Alicante
|
2013
|
115,708
|
Aframax
|
Oct-15
|
|||||
Mareta
|
2013
|
115,796
|
Aframax
|
Aug-15
|
|||||
Calida
|
2012
|
115,812
|
Aframax
|
Aug-15
|
|||||
Saga
|
2011
|
115,738
|
Aframax
|
Aug-15
|
|||||
Daytona
|
2011
|
115,896
|
Aframax
|
Sep-15
|
|||||
Belmar
|
2011
|
115,904
|
Aframax
|
Jul-15
|
Year Built
|
DWT
|
Type
|
Date of sale
|
|||||||
Drybulk Vessels
|
||||||||||
Capesize:
|
||||||||||
Rangiroa
|
2013
|
206,026
|
Capesize
|
Mar-16
|
||||||
Negonego
|
2013
|
206,097
|
Capesize
|
Mar-16
|
||||||
Fakarava
|
2012
|
206,152
|
Capesize
|
Mar-16
|
● | Very Large Ore Carriers, or VLOCs, have a carrying capacity of more than 200,000 dwt and are a comparatively new sector of the drybulk carrier fleet. VLOCs are built to exploit economies of scale on long-haul iron ore routes. |
● | Capesize vessels, have carrying capacities of 110,000 – 199,999 dwt. These vessels generally operate along long-haul iron ore and coal trade routes. There are relatively few ports around the world with the infrastructure to accommodate vessels of this size. |
● | Panamax vessels, have a carrying capacity of between 60,000 and 85,000 dwt. These vessels carry coal, grains, and, to a lesser extent, minor bulks, including steel products, forest products and fertilizers. Panamax vessels are able to pass through the Panama Canal making them more versatile than larger vessels. |
● | Handymax vessels, have a carrying capacity of between 35,000 and 60,000 dwt. The subcategory of vessels that have a carrying capacity of between 45,000 and 60,000 dwt are called Supramax. These vessels operate along a large number of geographically dispersed global trade routes mainly carrying grains and minor bulks. Vessels below 60,000 dwt are sometimes built with on-board cranes enabling them to load and discharge cargo in countries and ports with limited infrastructure. |
● | Handysize vessels, have a carrying capacity of up to 35,000 dwt. These vessels carry exclusively minor bulk cargo. Increasingly, these vessels have operated along regional trading routes. Handysize vessels are well suited for small ports with length and draft restrictions that may lack the infrastructure for cargo loading and unloading. |
Customer
|
Year ended
December 31, 2013
|
Year ended
December 31, 2014
|
Year ended
December 31, 2015
|
|||||||||
Customer A
|
-
|
14
|
%
|
16
|
%
|
|||||||
Customer B
|
33
|
%
|
18
|
%
|
19
|
%
|
||||||
Customer C
|
-
|
-
|
15
|
%
|
||||||||
Customer D
|
13
|
%
|
12
|
%
|
14
|
%
|
||||||
Customer E
|
18
|
%
|
30
|
%
|
14
|
%
|
||||||
Customer F
|
12
|
%
|
14
|
%
|
14
|
%
|
● | on-board installation of automatic identification systems to provide a means for the automatic transmission of safety-related information from among similarly equipped ships and shore stations, including information on a ship's identity, position, course, speed and navigational status; |
● | on-board installation of ship security alert systems, which do not sound on the vessel but only alert the authorities on shore; |
● | the development of vessel security plans; |
● | ship identification number to be permanently marked on a vessel's hull; |
● | a continuous synopsis record kept onboard showing a vessel's history including the name of the ship, the state whose flag the ship is entitled to fly, the date on which the ship was registered with that state, the ship's identification number, the port at which the ship is registered and the name of the registered owner(s) and their registered address; and |
● | compliance with flag state security certification requirements. |
● | Calendar days. We define calendar days as the total number of days in a period during which each vessel in our fleet was in our possession including off-hire days associated with major repairs, drydockings or special or intermediate surveys. Calendar days are an indicator of the size of our fleet over a period and affect both the amount of revenues and the amount of expenses that we record during that period. |
● | Voyage days. We define voyage days as the total number of days in a period during which each vessel in our fleet was in our possession net of off-hire days associated with drydockings or special or intermediate surveys. The shipping industry uses voyage days (also referred to as available days) to measure the number of days in a period during which vessels are available to generate revenues. |
● | Fleet utilization. We calculate fleet utilization by dividing the number of our voyage days during a period by the number of our calendar days during that period. We use fleet utilization to measure a company's efficiency in finding suitable employment for its vessels and minimizing the amount of days that its vessels are off-hire for reasons such as scheduled repairs, vessel upgrades, drydockings or special or intermediate surveys. |
● | Spot charter rates. Spot charter rates are volatile and fluctuate on a seasonal and year to year basis. Fluctuations are caused by imbalances in the availability of cargoes for shipment and the number of vessels available at any given time to transport these cargoes. |
● | TCE rates. We define TCE rates as our voyage and time charter revenues less voyage expenses during a period divided by the number of our available days during the period, which is consistent with industry standards. TCE rate, a non-U.S. GAAP measure, provides additional meaningful information in conjunction with revenues from our drybulk carriers, the most directly comparable U.S. GAAP measure, because it assists Company management in making decisions regarding the deployment and use of its vessels and in evaluating their financial performance. TCE rate is also a standard shipping industry performance measure used primarily to compare daily earnings generated by vessels on time charters with daily earnings generated by vessels on voyage charters, because charterhire rates for vessels on voyage charters are generally not expressed in per day amounts while charterhire rates for vessels on time charters generally are expressed in such amounts. |
Year Ended December 31,
|
||||||||||||||||||||
2011
|
2012
|
2013
|
2014
|
2015
|
||||||||||||||||
Average number of vessels
|
35.80
|
35.67
|
37.15
|
38.69
|
35.78
|
|||||||||||||||
Total voyage days for fleet
|
12,831
|
13,027
|
13,442
|
13,889
|
12,562
|
|||||||||||||||
Total calendar days for fleet
|
13,068
|
13,056
|
13,560
|
14,122
|
13,060
|
|||||||||||||||
Fleet Utilization
|
98.19
|
%
|
99.78
|
%
|
99.13
|
%
|
98.35
|
%
|
96,19
|
%
|
||||||||||
Time charter equivalent
|
$ |
26,912
|
$ |
15,896
|
$ |
12,062
|
$ |
12,354
|
$ |
9,171
|
● | Employment Days: We defined employment days as the total number of days the drilling units were employed on a drilling contract. |
● | Dayrates or maximum dayrates: Unless otherwise stated, we defined drilling dayrates as the maximum rate in U.S. Dollars possible to earn for drilling services for one 24 hour day at 100% efficiency under the drilling contract. Such dayrate might be measured by quarter-hour, half-hour or hourly basis and might be reduced depending on the activity performed according to the drilling contract. |
● | Earnings efficiency: We measured our revenue earning performance over a period as a percentage of the maximum revenues that we could earn under our drilling contracts in such period. More specifically, all drilling contracts provided for an operating or base rate that applied for the period during which the drilling unit was operational and at the client's drilling location. Furthermore, drilling contracts generally provided for a general repair allowance for preventive maintenance or repair of equipment; such allowance varied from contract to contract, and we might be compensated at the full operating dayrate or at a reduced operating day rate for such general repair allowance. In addition, drilling contracts typically provided for situations where the drilling units would operate at reduced operating dayrates, such as, among other things: a standby rate, where the drilling unit was prevented from commencing operations for reasons such as bad weather, waiting for customer orders, waiting on other contractors; a moving rate, where the drilling unit was in transit between locations; a reduced performance rate in the event of major equipment failure; or a force majeure rate in the event of a force majeure that causes the suspension of operations. At these instances we were compensated with a portion of the base rate. In addition there were circumstances that due to equipment failure or other events defined in our drilling contracts, we did not earn the base rate. |
● | Mobilization / demobilization fees: In connection with drilling contracts, we might receive revenues for preparation and mobilization of equipment and personnel or for capital improvements to the drilling units, dayrate or fixed price mobilization and demobilization fees. |
● | Revenue: For each contract, we determined whether the contract, for accounting purposes, was a multiple element arrangement, meaning it contained both a lease element and a drilling services element, and, if so, identified all deliverables (elements). For each element we determined how and when to recognize revenue. |
● | Vessel Revenues: Vessel revenues primarily included revenues from spot and pool revenues. Vessel revenues were affected by spot rates and the number of days a vessel operated. Vessel revenues were also affected by the mix of business between vessels on spot and vessels in pools. Revenues from vessels in pools were more volatile, as they were typically tied to prevailing market rates. |
● | Voyage related and vessel operating costs: Voyage expenses, primarily consisted of commissions, port, canal and bunker expenses that are unique to a particular charter, were paid for by us under voyage charter arrangements, except for commissions, which were either paid for by us or were deducted from the freight revenue. All voyage and vessel operating expenses were expensed as incurred, except for commissions. Commissions were deferred and amortized over the related voyage charter period to the extent revenue had been deferred since commissions were earned as our revenues were earned. |
● | Depreciation: Depreciation expense typically consisted of charges related to the depreciation of the historical cost of our fleet (less an estimated residual value) over the estimated useful lives of the vessels. |
● | Drydocking: We drydocked periodically each of our vessels for inspection, repairs and maintenance and any modifications to comply with industry certification or governmental requirements. Generally, each vessel was required to be drydocked every 30 months. We directly expensed costs incurred during drydocking and costs for routine repairs and maintenance performed during drydocking that did not improve or extend the useful lives of the assets. The number of drydockings undertaken in a given period and the nature of the work performed determined the level of drydocking expenditures. |
● | Time Charter Equivalent Rates: Time charter equivalent, or TCE, rates, were a standard industry measure of the average daily revenue performance of a vessel. The TCE rate achieved on a given voyage was expressed in U.S. dollars/day and was generally calculated by subtracting voyage expenses, including bunkers and port charges, from voyage revenue and dividing the net amount (time charter equivalent revenues) by the number of days in the period. |
● | Revenue Days: Revenue days were the total number of calendar days our vessels were in our possession during a period, less the total number of off-hire days during the period associated with major repairs or drydockings. Consequently, revenue days represented the total number of days available for the vessel to earn revenue. Idle days, which were days when a vessel was available to earn revenue, yet was not employed, were included in revenue days. We used revenue days to show changes in net voyage revenues between periods. |
● | Average Number of Vessels: Historical average number of vessels consisted of the average number of vessels that were in our possession during a period. We used average number of vessels primarily to highlight changes in vessel operating costs and depreciation and amortization. |
● | Commercial Pools: To increase vessel utilization to gain economies of scale and thereby revenues, we participated in commercial pools with other shipowners of similar modern, well-maintained vessels. By operating a large number of vessels as an integrated transportation system, commercial pools offer customers greater flexibility and a higher level of service while achieving scheduling efficiencies. Pools employ experienced commercial charterers and operators who have close working relationships with customers and brokers, while technical management is performed by each shipowner. Pools negotiate charters with customers primarily in the spot market. The size and scope of these pools enable them to enhance utilization rates for pool vessels by securing backhaul voyages and COAs, thus generating higher effective TCE revenues than otherwise might be obtainable in the spot market while providing a higher level of service offerings to customers. |
● | Calendar days. We define calendar days as the total number of days in a period during which each vessel in our fleet was in our possession including off-hire days associated with major repairs, drydockings or special or intermediate surveys. Calendar days are an indicator of the size of our fleet over a period and affect both the amount of revenues and the amount of expenses that we record during that period. |
● | Voyage days. We define voyage days as the total number of days in a period during which each vessel in our fleet was in our possession net of off-hire days associated with drydockings or special or intermediate surveys. The shipping industry uses voyage days (also referred to as available days) to measure the number of days in a period during which vessels are available to generate revenues. |
● | Fleet utilization. We calculate fleet utilization by dividing the number of our voyage days during a period by the number of our calendar days during that period. The shipping industry uses fleet utilization to measure a company's efficiency in finding suitable employment for its vessels and minimizing the amount of days that its vessels are off-hire for reasons such as scheduled repairs, vessel upgrades, drydockings or special or intermediate surveys. |
● | TCE rates. We define TCE rates as our time charter revenues less voyage expenses during a period divided by the number of our available days during the period, which is consistent with industry standards. TCE rate, a non-U.S. GAAP measure, provides additional meaningful information in conjunction with revenues from our offshore supply vessels, the most directly comparable U.S. GAAP measure, because it assists our management in making decisions regarding the deployment and use of our vessels and in evaluating their financial performance. TCE rate is also a standard shipping industry performance measure used primarily to compare daily earnings generated by vessels on time charters with daily earnings generated by vessels on voyage charters, because charterhire rates for vessels on voyage charters are generally not expressed in per day amounts while charterhire rates for vessels on time charters generally are expressed in such amounts. |
Year Ended December 31,
|
||||||||||||||||||||
2011
|
2012
|
2013
|
2014
|
2015
|
||||||||||||||||
Average number of vessels
|
-
|
-
|
-
|
-
|
6.0
|
|||||||||||||||
Total voyage days for fleet
|
-
|
-
|
-
|
-
|
426
|
|||||||||||||||
Total calendar days for fleet
|
-
|
-
|
-
|
-
|
426
|
|||||||||||||||
Fleet Utilization
|
-
|
-
|
-
|
-
|
100
|
%
|
||||||||||||||
Time charter equivalent
|
-
|
-
|
-
|
-
|
$ |
18,460
|
● | obtain the charterer's consent to us as the new owner; |
● | obtain the charterer's consent to a new technical manager; |
● | in some cases, obtain the charterer's consent to a new flag for the vessel; |
● | arrange for a new crew for the vessel, and where the vessel is on charter, in some cases, the crew must be approved by the charterer; |
● | replace all hired equipment on board, such as gas cylinders and communication equipment; |
● | negotiate and enter into new insurance contracts for the vessel through our own insurance brokers; |
● | register the vessel under a flag state and perform the related inspections in order to obtain new trading certificates from the flag state; |
● | implement a new planned maintenance program for the vessel; and |
● | ensure that the new technical manager obtains new certificates for compliance with the safety and vessel security regulations of the flag state. |
● | employment and operation of our drybulk and offshore support vessels; and |
● | management of the financial, general and administrative elements involved in the conduct of our business and ownership of our drybulk and tanker vessels and drilling units. |
● | vessel maintenance and repair; |
● | crew selection and training; |
● | vessel spares and stores supply; |
● | contingency response planning; |
● | onboard safety procedures auditing; |
● | accounting; |
● | vessel insurance arrangement; |
● | vessel chartering; |
● | vessel security training and security response plans (ISPS); |
● | obtain ISM certification and audit for each vessel within the six months of taking over a vessel; |
● | vessel hire management; |
● | vessel surveying; and |
● | vessel performance monitoring. |
● | management of our financial resources, including banking relationships, i.e., administration of bank loans and bank accounts; |
● | management of our accounting system and records and financial reporting; |
● | administration of the legal and regulatory requirements affecting our business and assets; and |
● | management of the relationships with our service providers and customers. |
● | Charter rates and periods of charterhire for our drybulk and offshore support vessels; |
● | levels of drybulk and offshore support vessels operating expenses; |
● | depreciation and amortization expenses; |
● | financing costs; and |
● | fluctuations in foreign exchange rates. |
● | reports by industry analysts and data providers that focus on our industry and related dynamics affecting vessel values; |
● | news and industry reports of similar vessel sales; |
● | news and industry reports of sales of vessels that are not similar to our vessels where we have made certain adjustments in an attempt to derive information that can be used as part of our estimates; |
● | approximate market values for our vessels or similar vessels that we have received from shipbrokers, whether solicited or unsolicited, or that shipbrokers have generally disseminated; |
● | offers that we may have received from potential purchasers of our vessels; and |
● | vessel sale prices and values of which we are aware through both formal and informal communications with shipowners, shipbrokers, industry analysts and various other shipping industry participants and observers. |
Drybulk Vessels
|
Dwt
|
Year Built
|
Carrying Value December 31, 2014
(in millions)
|
Carrying Value December 31, 2015
(in millions)
|
||||||||||||
Montecristo
|
180,263
|
2005
|
32.2
|
**
|
-
|
|||||||||||
Cohiba
|
174,234
|
2006
|
32.7
|
**
|
-
|
|||||||||||
Robusto
|
173,949
|
2006
|
32.7
|
**
|
-
|
|||||||||||
Partagas
|
173,880
|
2004
|
28.7
|
**
|
-
|
|||||||||||
Capri
|
172,579
|
2001
|
99.9
|
**
|
-
|
|||||||||||
Manasota
|
171,061
|
2004
|
52.6
|
**
|
-
|
|||||||||||
Alameda
|
170,662
|
2001
|
44.0
|
**
|
-
|
|||||||||||
Mystic
|
170,040
|
2008
|
112.1
|
**
|
-
|
|||||||||||
Flecha
|
170,012
|
2004
|
112.3
|
**
|
-
|
|||||||||||
Sorrento
|
76,633
|
2004
|
61.8
|
**
|
6.9
|
**
|
||||||||||
Mendocino
|
76,623
|
2002
|
27.5
|
**
|
5.4
|
**
|
||||||||||
Maganari
|
75,941
|
2001
|
19.5
|
**
|
5.0
|
**
|
||||||||||
Saldanha
|
75,707
|
2004
|
51.1
|
**
|
-
|
|||||||||||
Coronado
|
75,706
|
2000
|
24.2
|
**
|
4.5
|
**
|
||||||||||
Ligari
|
75,583
|
2004
|
29.7
|
**
|
6.9
|
**
|
||||||||||
Rapallo
|
75,123
|
2009
|
28.0
|
**
|
9.4
|
**
|
||||||||||
Amalfi
|
75,206
|
2009
|
36.2
|
**
|
9.4
|
**
|
||||||||||
Bargara
|
74,832
|
2002
|
31.2
|
**
|
4.7
|
**
|
||||||||||
Samatan
|
74,823
|
2001
|
44.5
|
**
|
4.2
|
**
|
||||||||||
Capitola
|
74,816
|
2001
|
31.2
|
**
|
4.2
|
**
|
||||||||||
Sonoma
|
74,786
|
2001
|
25.1
|
**
|
4.2
|
**
|
||||||||||
Majorca
|
74,477
|
2005
|
36.8
|
**
|
6.6
|
**
|
||||||||||
Redondo
|
74,716
|
2000
|
24.5
|
**
|
3.7
|
**
|
||||||||||
Topeka
|
74,716
|
2000
|
15.9
|
**
|
-
|
|||||||||||
Catalina
|
74,432
|
2005
|
33.2
|
**
|
6.6
|
**
|
||||||||||
Oregon
|
74,204
|
2002
|
43.7
|
**
|
5.4
|
**
|
||||||||||
Levanto
|
73,925
|
2001
|
32.7
|
**
|
4.2
|
**
|
||||||||||
Ecola
|
73,931
|
2001
|
25.2
|
**
|
4.2
|
**
|
||||||||||
Helena
|
73,744
|
1999
|
14.6
|
**
|
-
|
|||||||||||
Ocean Crystal
|
73,688
|
1999
|
17.9
|
**
|
4.0
|
**
|
||||||||||
Marbella
|
72,561
|
2000
|
28.0
|
**
|
4.4
|
**
|
||||||||||
Galveston
|
51,201
|
2002
|
10.5
|
**
|
-
|
|||||||||||
Byron
|
51,118
|
2003
|
40.9
|
**
|
-
|
|||||||||||
Wooloomooloo
|
76,064
|
2012
|
31.5
|
**
|
-
|
|||||||||||
Raraka
|
76,037
|
2012
|
31.5
|
**
|
11.9
|
**
|
||||||||||
Fakarava
|
206,152
|
2012
|
48.1
|
**
|
29.5
|
**
|
||||||||||
Rangiroa
|
206,026
|
2013
|
52.2
|
**
|
31.4
|
**
|
||||||||||
Negonego
|
206,097
|
2013
|
51.2
|
**
|
31.4
|
**
|
||||||||||
Raiatea
|
179,078
|
2011
|
53.2
|
|||||||||||||
Total for drybulk vessels
|
4,254,626
|
|
$ 1,548.8
|
|
$ 208.1
|
Offshore support vessels
|
||||||||||||||||
Vega Corona
|
1,430
|
2012
|
-
|
12.9
|
***
|
|||||||||||
Crescendo
|
1,457
|
2012
|
-
|
12.9
|
***
|
|||||||||||
Jubilee
|
1,317
|
2012
|
-
|
17.6
|
***
|
|||||||||||
Vega Emtoli
|
1,363
|
2012
|
-
|
17.6
|
***
|
|||||||||||
Vega Jaanca
|
1,393
|
2012
|
-
|
17.7
|
***
|
|||||||||||
Vega Inruda
|
1,393
|
2013
|
-
|
17.7
|
***
|
|||||||||||
Total for offshore support vessels
|
8,353
|
|
$ -
|
|
$96.4
|
|||||||||||
Tanker vessels
|
||||||||||||||||
Vilamoura
|
158,622
|
2011
|
61.5
|
*
|
-
|
|||||||||||
Saga
|
115,738
|
2011
|
51.4
|
*
|
-
|
|||||||||||
Daytona
|
115,896
|
2011
|
52.5
|
*
|
-
|
|||||||||||
Belmar
|
115,904
|
2011
|
54.1
|
*
|
-
|
|||||||||||
Calida
|
115,812
|
2012
|
55.2
|
*
|
-
|
|||||||||||
Lipari
|
158,425
|
2012
|
65.7
|
*
|
-
|
|||||||||||
Petalidi
|
158,532
|
2012
|
66.2
|
*
|
-
|
|||||||||||
Bordeira
|
158,513
|
2013
|
68.5
|
*
|
-
|
|||||||||||
Alicante
|
115,708
|
2013
|
59.3
|
*
|
-
|
|||||||||||
Mareta
|
115,796
|
2013
|
58.4
|
*
|
-
|
|||||||||||
Total for tanker vessels
|
1,328,946
|
|
$ 592.8
|
|
$ -
|
|||||||||||
Total
|
5,591,925
|
|
$ 2,141.6
|
|
$ 304.5
|
2013
|
2014
|
2015
|
||||||||||
Average number of vessels
|
37.15
|
38.69
|
35.78
|
|||||||||
Total voyage days for fleet
|
13,442
|
13,889
|
12,562
|
|||||||||
Total calendar days for fleet
|
13,560
|
14,122
|
13,060
|
|||||||||
Fleet Utilization
|
99.13
|
%
|
98.35
|
%
|
96.19
|
%
|
||||||
Time charter equivalent
|
$ |
12,062
|
$ |
12,354
|
$ |
9,171
|
2013
|
2014
|
2015
|
||||||||||
Average number of vessels
|
9.86
|
10.00
|
6.21
|
|||||||||
Total voyage days for fleet
|
3,598
|
3,650
|
2,168
|
|||||||||
Total calendar days for fleet
|
3,598
|
3,650
|
2,267
|
|||||||||
Fleet Utilization
|
100
|
%
|
100
|
%
|
95.63
|
%
|
||||||
Time charter equivalent
|
$ |
12,900
|
$ |
21,835
|
$ |
36,389
|
2013
|
2014
|
2015
|
||||||||||
Average number of vessels
|
-
|
-
|
6.0
|
|||||||||
Total voyage days for fleet
|
-
|
-
|
426
|
|||||||||
Total calendar days for fleet
|
-
|
-
|
426
|
|||||||||
Fleet Utilization
|
-
|
-
|
100
|
%
|
||||||||
Time charter equivalent
|
-
|
-
|
$ |
18,460
|
Year ended December 31,
|
||||||||||||||||
2014
|
2015
|
Change
|
||||||||||||||
REVENUES:
|
||||||||||||||||
Revenues
|
$
|
2,185,524
|
$
|
969,825
|
$
|
(1,215,699
|
)
|
(55.6
|
)%
|
|||||||
EXPENSES:
|
||||||||||||||||
Voyage expenses
|
117,165
|
65,286
|
(51,879
|
)
|
(44.3
|
)%
|
||||||||||
Vessels and drilling units operating expenses
|
844,260
|
371,074
|
(473,186
|
)
|
(56.0
|
)%
|
||||||||||
Depreciation and amortization
|
449,792
|
227,652
|
(222,140
|
)
|
(49.4
|
)%
|
||||||||||
Loss on contract cancellation
|
1,307
|
28,241
|
26,934
|
2,060.7
|
%
|
|||||||||||
Impairment loss and loss from sale of vessels and vessel owning companies
|
38,148
|
1,057,116
|
1,018,968
|
2,671.1
|
%
|
|||||||||||
General and administrative expenses
|
193,686
|
104,912
|
(88,774
|
)
|
(45.8
|
)%
|
||||||||||
Legal settlements and other, net
|
(2,013
|
)
|
(2,948
|
)
|
(935
|
)
|
46.4
|
%
|
||||||||
Operating income/(loss)
|
543,179
|
(881,508
|
)
|
(1,424,687
|
)
|
(262.3
|
)%
|
|||||||||
OTHER INCOME /(EXPENSES):
|
||||||||||||||||
Interest and finance costs
|
(411,021
|
)
|
(172,132
|
)
|
238,889
|
(58.1
|
)%
|
|||||||||
Interest income
|
12,146
|
527
|
(11,619
|
)
|
(95.7
|
)%
|
||||||||||
Loss on interest rate swaps
|
(15,528
|
)
|
(11,601
|
)
|
3,927
|
(25.3
|
)%
|
|||||||||
Other, net
|
7,067
|
(9,275
|
)
|
(16,342
|
)
|
(231.2
|
)%
|
|||||||||
Total other expenses, net
|
(407,336
|
)
|
(192,481
|
)
|
214,855
|
(52.7
|
)%
|
|||||||||
INCOME/(LOSS) BEFORE INCOME TAXES AND EARNINGS OF AFFILIATED COMPANIES
|
135,843
|
(1,073,989
|
)
|
(1,209,832
|
)
|
(890.6
|
)%
|
|||||||||
Loss due to deconsolidation of Ocean Rig
|
-
|
(1,347,106
|
)
|
(1,347,106
|
)
|
-
|
||||||||||
Income taxes
|
(77,823
|
)
|
(37,119
|
)
|
40,704
|
(52.3
|
)%
|
|||||||||
Equity in net losses of Ocean Rig
|
-
|
(349,872
|
)
|
(349,872
|
)
|
-
|
||||||||||
NET INCOME/(LOSS)
|
58,020
|
(2,808,086
|
)
|
(2,866,106
|
)
|
(4,939.9
|
)%
|
|||||||||
Less: Net (income) attributable to non-controlling interests
|
(105,532
|
)
|
(38,975
|
)
|
66,557
|
(63.1
|
)%
|
|||||||||
NET LOSS ATTRIBUTABLE TO DRYSHIPS INC.
|
$
|
(47,512
|
)
|
$
|
(2,847,061
|
)
|
$
|
(2,799,549
|
)
|
5,892.3
|
%
|
Year ended December 31,
|
||||||||||||||||
2013
|
2014
|
Change
|
||||||||||||||
REVENUES:
|
||||||||||||||||
Revenues
|
$
|
1,492,014
|
$
|
2,185,524
|
$
|
693,510
|
46.5
|
%
|
||||||||
EXPENSES:
|
||||||||||||||||
Voyage expenses
|
103,211
|
117,165
|
13,954
|
13.5
|
%
|
|||||||||||
Vessels and drilling units operating expenses
|
609,765
|
844,260
|
234,495
|
38.5
|
%
|
|||||||||||
Depreciation and amortization
|
357,372
|
449,792
|
92,420
|
25.9
|
%
|
|||||||||||
Loss on sale of assets, net
|
-
|
1,307
|
1,307
|
-
|
%
|
|||||||||||
Vessel impairment charge
|
43,490
|
38,148
|
(5,342
|
)
|
(12.3
|
)%
|
||||||||||
Contract termination fees and Other
|
33,293
|
-
|
(33,293
|
)
|
(100
|
)%
|
||||||||||
General and administrative expenses
|
184,722
|
193,686
|
8,964
|
4.9
|
%
|
|||||||||||
Legal settlements and other, net
|
4,585
|
(2,013
|
)
|
(6,598
|
)
|
(143.9
|
)%
|
|||||||||
Operating income
|
155,576
|
543,179
|
387,603
|
249.1
|
%
|
|||||||||||
OTHER INCOME /(EXPENSES):
|
||||||||||||||||
Interest and finance costs
|
(332,129
|
)
|
(411,021
|
)
|
(78,892
|
)
|
23.8
|
%
|
||||||||
Interest income
|
12,498
|
12,146
|
(352
|
)
|
(2.8
|
)%
|
||||||||||
Gain/(loss) on interest rate swaps
|
8,373
|
(15,528
|
)
|
(23,901
|
)
|
(285.5
|
)%
|
|||||||||
Other, net
|
2,245
|
7,067
|
4,822
|
214.8
|
%
|
|||||||||||
Total other expenses, net
|
(309,013
|
)
|
(407,336
|
)
|
(98,323
|
)
|
31.8
|
%
|
||||||||
INCOME/(LOSS) BEFORE INCOME TAXES
|
(153,437
|
)
|
135,843
|
289,280
|
(188.5
|
)%
|
||||||||||
Income taxes
|
(44,591
|
)
|
(77,823
|
)
|
(33,232
|
)
|
74.5
|
%
|
||||||||
NET INCOME/(LOSS)
|
(198,028
|
)
|
58,020
|
256,048
|
(129.3
|
)%
|
||||||||||
Less: Net (income)/loss attributable to non-controlling interests
|
(25,065
|
)
|
(105,532
|
)
|
(80,467
|
)
|
321.0
|
%
|
||||||||
NET LOSS ATTRIBUTABLE TO DRYSHIPS INC.
|
$
|
(223,093
|
)
|
$
|
(47,512
|
)
|
$
|
175,581
|
(78.7
|
)%
|
Payments due by period
|
||||||||
Obligations
|
Total
|
Less than 1
year
|
||||||
(In thousands of Dollars)
|
||||||||
Long-term debt (1)
|
$
|
341,865
|
$
|
341,865
|
||||
Interest and borrowing fees (2)
|
4,133
|
4,133
|
||||||
Total
|
$
|
345,998
|
$
|
345,998
|
(1) | As further discussed in Note 4, 7 and 11 to our consolidated financial statements, the outstanding balance of our long-term debt at December 31, 2015, was $218.2 million (gross of unamortized deferred financing fees of $0.6 million), included in current liabilities, $103.7 million included in "Liabilities held for sale" due to the sale of the respective vessel owning companies and $20.0 million included in "Due to related parties", in the consolidated balance sheet included in this annual report. The above amounts were used to partially finance the expansion of our fleet. The loans bear interest at LIBOR plus a margin. The amounts in the table under "Long Term Debt" do not include any projected interest payments. |
Loan repayments as per original terms of loan agreements
|
Payments due by period
|
|||||||||||||||||||
Total
|
Less than 1
year
|
1-3 years
|
3-5 years
|
More than
5 years
|
||||||||||||||||
(In thousands of Dollars)
|
||||||||||||||||||||
Long-term debt (1)
|
$
|
341,865
|
$
|
211,400
|
$
|
37,023
|
$
|
28,232
|
$
|
65,210
|
||||||||||
Interest and borrowing fees (2)
|
62,826
|
13,828
|
23,368
|
12,930
|
12,700
|
|||||||||||||||
Total
|
$
|
404,691
|
$
|
225,228
|
$
|
60,391
|
$
|
41,162
|
$
|
77,910
|
(2) | A portion of our long-term debt outstanding as of December 31, 2015 bears variable interest at margin over LIBOR, but such variable interest is fixed by our existing interest rate swaps. The calculation of interest payments is based on interest rates ranging from 3.11% to 8.41%, including part of interest rate swap payments for the floating rates (LIBOR). |
Name
|
Age
|
Position
|
|||
George Economou
|
63
|
Chairman, President, Chief Executive Officer and Class A Director
|
|||
Harry Kerames
|
61
|
Class B Director
|
|||
Vassilis Karamitsanis (1)
|
40
|
Class A Director
|
|||
George Xiradakis (1)
|
52
|
Class B Director
|
|||
Chryssoula Kandylidis (1)
|
62
|
Class C Director
|
|||
George Demathas
|
63
|
Class C Director
|
|||
Anthony Kandylidis
|
38
|
Exeuctive Vice President
|
|||
Ziad Nakhleh
|
43
|
Chief Financial Officer
|
|||
Niki Fotiou (2)
|
46
|
Senior Vice President Head of Accounting and Reporting
|
|||
Prokopios (Akis) Tsirigakis
|
61
|
Vice President of Offshore
|
|||
Dimitrios Dreliozis (2)
|
39
|
Financial Controller
|
|||
Anastasia Pavli
|
34
|
Secretary
|
(1) | On December 3, 2015, the members of our Board of Directors reduced to three, due to the resignation of three of our directors; Mrs. Chryssoula Kandylidis, Mr. George Xiradakis and Mr. Vassilis Karamitsanis |
(2) | On December 3, 2015, our Board of directors approved the resignation of our Senior Vice President, Head of Accounting and Reporting Mrs. Niki Fotiou as well as the appointment of our Financial Controller Mr. Dimitrios Dreliozis |
· | engaging our external and internal auditors; |
· | approving in advance all audit and non-audit services provided by the auditors; |
· | approving all fees paid to the auditors; |
· | reviewing the qualification and independence of our external auditors; |
· | reviewing our relationship with external auditors, including considering audit fees which should be paid as well as any other fees which are payable to auditors in respect of non-audit activities, discussing with the external auditors such issues as compliance with accounting principles and any proposals which the external auditors have made vis-а-vis our accounting principles and standards and auditing standards; |
· | overseeing our financial reporting and internal control functions; |
· | overseeing our whistleblower's process and protection; and |
· | overseeing general compliance with related regulatory requirements. |
· | each person or entity that we know beneficially owns 5% or more of our common shares; |
· | each of our executive officers, directors and key employees; and |
· | all our executive officers, directors and key employees as a group. |
Name and Address of Beneficial Owner(1)
|
Number of
Shares Owned
|
Percent of
Class(2)
|
||||||
George Economou (3)
|
4,722,685
|
17.6
|
%
|
|||||
Anthony Kandylidis
|
—
|
*
|
||||||
Harry Kerames
|
—
|
*
|
||||||
Evangelos Mytilinaios
|
—
|
*
|
||||||
George Xiradakis
|
—
|
*
|
||||||
George Demathas
|
—
|
*
|
||||||
Executive Officers, Key Employees and Directors as a Group
|
4,751,823
|
17.7
|
%
|
*
|
Less than one percent.
|
(1)
|
Unless otherwise indicated, the business address of each beneficial owner identified is c/o DryShips, 109 Kifisias Avenue and Sina Street, Amaroussion GR 151 24 Greece.
|
(2)
|
Based on 26,881,846 common shares outstanding as of March 31, 2016.
|
(3)
|
Mr. Economou may be deemed to beneficially own 437,796 (10,944,910 common shares before the reverse stock split) of these shares through Elios Investments Inc., which is a wholly-owned subsidiary of the Entrepreneurial Spirit Foundation, a Lichtenstein foundation, or the Foundation, the beneficiaries of which are Mr. Economou and members of his family. Mr. Economou may be deemed to beneficially own 752,000 (18,800,000 common shares before the reverse stock split) of these shares through Fabiana Services S.A., a Marshall Islands corporation, of which Mr. Economou is the controlling person. Mr. Economou may be deemed to beneficially own 10,180 (254,512 common shares before the reverse stock split) of these shares through Goodwill Shipping Company Limited, a Malta corporation, of which Mr. Economou is the controlling person. Mr. Economou may be deemed to beneficially own 2,324,226 (58,105,667 common shares before the reverse stock split) of these shares, through Sphinx Investment Corp., a Marshall Islands corporation, of which Mr. Economou is the controlling person. Mr. Economou may be deemed to beneficially own 1,198,483 (29,962,088 common shares before the reverse stock split) of these shares through Entrepreneurial Spirit Holdings Inc., a Liberian corporation that is wholly-owned by the Foundation.
|
December 31, 2011
|
$
|
1.97
|
$
|
5.50
|
||||
December 31, 2012
|
$
|
1.58
|
$
|
3.74
|
||||
December 31, 2013
|
$
|
1.64
|
$
|
4.70
|
||||
December 31, 2014
|
$
|
0.76
|
$
|
4.50
|
||||
December 31. 2015
|
$
|
0.08
|
$
|
1.15
|
For the Quarter Ended
|
||||||||
March 31, 2014
|
$
|
3.15
|
$
|
4.50
|
||||
June 30, 2014
|
$
|
2.87
|
$
|
3.53
|
||||
September 30, 2014
|
$
|
2.44
|
$
|
3.36
|
||||
December 31, 2014
|
$
|
0.76
|
$
|
3.30
|
||||
March 31, 2015
|
$
|
0.72
|
$
|
1.15
|
||||
June 30, 2015
|
$
|
0.58
|
$
|
0.85
|
||||
September 30, 2015
|
$
|
0.16
|
$
|
0.69
|
||||
December 31, 2015
|
$
|
0.08
|
$
|
0.29
|
For the Month Ended
|
||||||||
October 2015
|
$
|
0.17
|
$
|
0.23
|
||||
November 2015
|
$
|
0.15
|
$
|
0.21
|
||||
December 2015
|
$
|
0.08
|
$
|
0.29
|
||||
January 2016
|
$
|
0.09
|
$
|
0.16
|
||||
February 2016
|
$
|
0.10
|
$
|
0.13
|
||||
March 2016
|
$
|
2.15
|
$
|
4.00
|
||||
April 1, 2016 through April 26, 2016
|
$ | 0.76 | $ | 1.86 |
· | more than 50% of the Company's stock, in terms of value, is beneficially owned by individuals who are residents of a qualified foreign country, which the Company refers to as the "50% Ownership Test"; or |
· | the Company's stock is "primarily and regularly" traded on an established securities market located in the United States or in a qualified foreign country, which the Company refers to as the "Publicly Traded Test". |
· | at least 75% of our gross income for such taxable year consists of passive income (e.g., dividends, interest, capital gains and rents derived other than in the active conduct of a rental business); or |
· | at least 50% of the average value of the assets held by the Company during such taxable year produce, or are held for the production of, passive income. |
· | the excess distribution or gain would be allocated ratably over the Non-Electing U.S. Holders' aggregate holding period for the common shares; |
· | the amount allocated to the current taxable year and any taxable year before we became a PFIC would be taxed as ordinary income; and |
· | the amount allocated to each of the other taxable years would be subject to tax at the highest rate of tax in effect for the applicable class of taxpayer for that year, and an interest charge for the deemed tax deferral benefit would be imposed with respect to the resulting tax attributable to each such other taxable year. |
· | the gain is effectively connected with the Non-U.S. Holder's conduct of a trade or business in the United States. If the Non-U.S. Holder is entitled to the benefits of an income tax treaty with respect to that gain, that gain is taxable only if it is attributable to a permanent establishment maintained by the Non-U.S. Holder in the United States; or |
· | the Non-U.S. Holder is an individual who is present in the United States for 183 days or more during the taxable year of disposition and other conditions are met. |
· | ails to provide an accurate taxpayer identification number; |
· | is notified by the IRS that he has failed to report all interest or dividends required to be shown on his U.S. federal income tax returns; or |
· | in certain circumstances, fails to comply with applicable certification requirements. |
(U.S. Dollars in Thousands)
|
2014
|
2015
|
||||||
Audit and audit related fees
|
$
|
2,122
|
$
|
1,241
|
||||
Tax fees
|
46
|
122
|
||||||
Total fees
|
$
|
2,168
|
$
|
1,363
|
· | In lieu of obtaining shareholder approval prior to the issuance of designated securities or the adoption of equity compensation plans or material amendments to such equity compensation plans, we will comply with provisions of the BCA, providing that the board of directors approve share issuances and adoptions of and material amendments to equity compensation plans. Likewise, in lieu of obtaining shareholder approval prior to the issuance of securities in certain circumstances, consistent with the BCA and our amended and restated articles of incorporation and by laws, the board of directors approves certain share issuances. |
· | Our board of directors will not hold regularly scheduled meetings at which only independent directors are present. |
· | As a foreign private issuer, we are not required to solicit proxies or provide proxy statements to NASDAQ pursuant to NASDAQ corporate governance rules or Marshall Islands law. Consistent with Marshall Islands law and as provided in our Amended and Restated Bylaws, we will notify our shareholders of meetings between 15 and 60 days before the meeting. This notification will contain, among other things, information regarding business to be transacted at the meeting. In addition, our Amended and Restated Bylaws provide that shareholders must give us between 150 and 180 days advance notice to properly introduce any business at a meeting of shareholders. |
1.1 | Articles of Amendment to Articles of Incorporation of DryShips Inc., incorporated by reference to Exhibit 3.1 to the Registration Statement on Form 8-A of DryShips Inc., filed with the SEC on January 18, 2008. |
1.2 | Amended and Restated Bylaws of DryShips Inc., incorporated by reference to Exhibit 3.1 to the Registration Statement on Form F-3 of DryShips Inc. (File No. 333-169235), filed with the SEC on September 7, 2010. |
1.3 | Certificate of Designations of Rights, Preferences and Privileges of Series A Convertible Preferred Stock of DryShips Inc., incorporated by reference to Exhibit 2.5 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2010, filed with the SEC on April 15, 2011. |
1.4 | Certificate of Designations of Rights, Preferences and Privileges of Series B Convertible Preferred Stock of DryShips Inc. |
2.1 | Form of Common Share Certificate, incorporated by reference to Exhibit 2.1 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2008, filed with the SEC on March 30, 2009. |
2.2 | Form of Global Note, incorporated by reference to Exhibit 2.2 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2009, filed with the SEC on April 9, 2010. |
2.6 | Indenture, dated as of September 20, 2012, by and among Drill Rigs Holdings Inc., Ocean Rig UDW Inc., and each of the Guarantors party thereto, U.S. Bank National Association, as Trustee, and Deutsche Bank Trust Company Americas, as Noteholder Collateral Agent, Registrar and Paying Agent, relating to 6.50% Senior Secured Notes Due 2017, incorporated by reference to exhibit 2.4 to the Annual Report on Form 20-F of Ocean Rig UDW Inc. for the fiscal year ended December 31, 2012, filed with the SEC on March 22, 2013. |
2.7 | Supplemental Indenture, dated as of January 23, 2013, amending and supplementing the Indenture, dated as of September 20, 2012, by and among Drill Rigs Holdings Inc., Ocean Rig UDW Inc., and each of the Guarantors party thereto, U.S. Bank National Association, as Trustee, and Deutsche Bank Trust Company Americas, as Noteholder Collateral Agent, Registrar and Paying Agent, relating to 6.50% Senior Secured Notes Due 2017, incorporated by reference to exhibit 2.5 to the Annual Report on Form 20-F of Ocean Rig UDW Inc. for the fiscal year ended December 31, 2012, filed with the SEC on March 22, 2013. |
2.8 | Second Supplemental Indenture, dated as of January 30, 2013, amending and supplementing the Indenture, dated as of September 20, 2012, as supplemented by a supplemental indenture, dated as of January 23, 2013, by and among Drill Rigs Holdings Inc., Ocean Rig UDW Inc., and each of the Guarantors party thereto, U.S. Bank National Association, as Trustee, and Deutsche Bank Trust Company Americas, as Noteholder Collateral Agent, Registrar and Paying Agent, relating to 6.50% Senior Secured Notes Due 2017, incorporated by reference to exhibit 2.6 to the Annual Report on Form 20-F of Ocean Rig UDW Inc. for the fiscal year ended December 31, 2012, filed with the SEC on March 22, 2013. |
2.9 | Third Supplemental Indenture, dated as of March 15, 2013, amending and supplementing the Indenture, dated as of September 20, 2012, as supplemented by a supplemental indenture, dated as of January 23, 2013, and a second supplemental indenture dated as of January 30, 2013, by and among Drill Rigs Holdings Inc., Ocean Rig UDW Inc., and each of the Guarantors party thereto, U.S. Bank National Association, as Trustee, and Deutsche Bank Trust Company Americas, as Noteholder Collateral Agent, Registrar and Paying Agent, relating to 6.50% Senior Secured Notes Due 2017, incorporated by reference to exhibit 2.7 to the Annual Report on Form 20-F of Ocean Rig UDW Inc. for the fiscal year ended December 31, 2012, filed with the SEC on March 22, 2013. |
4.1 | Stockholders Rights Agreement, dated January 18, 2008, by and between DryShips Inc. and American Stock Transfer & Trust Company, as Rights Agent, incorporated by reference to Exhibit 4.2 to the Registration Statement on Form 8-A of DryShips Inc., filed with the SEC on January 18, 2008. |
4.2 | Amendment No. 1, dated as July 9, 2009, to Stockholders Rights Agreement, incorporated by reference to Exhibit 99.1 to the Registration Statement on Form 8-A of DryShips Inc., filed with the SEC on July 15, 2009. |
4.3 | Amendment No. 2, dated as of April 21, 2010, to Stockholders Rights Agreement, incorporated by reference to Exhibit 99.1 to the Registration Statement on Form 8-A of DryShips Inc., filed with the SEC on April 27, 2010. |
4.4 | Amended and Restated 2008 Equity Incentive Plan of DryShips Inc., incorporated by reference to Exhibit 4.1 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2009, filed with the SEC on April 9, 2010. |
4.5 | Loan Agreement, dated March 31, 2006, by and between DryShips Inc., as Borrower, the banks and financial institutions listed therein, as Lenders and Swap Banks, HSH Nordbank AG, as Agent, Security Trustee, Lead Arranger, Lead Bookrunner and Joint Underwriter, and The Governor and Company of the Bank of Scotland, as Joint Bookrunner and Joint Underwriter, relating to a term loan and short-term credit facilities of up to $518,750,000, or the HSH Nordbank Senior Loan Agreement, incorporated by reference to Exhibit 4.4 to the Annual Report on Form 20-F of DryShips for the fiscal year ended December 31, 2005, filed with the SEC on April 21, 2006. |
4.6 | Supplemental Letter, dated May 15, 2006, to the HSH Nordbank Senior Loan Agreement and the HSH Nordbank Junior Loan Agreement, incorporated by reference to Exhibit 4.5 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2009, filed with the SEC on April 9, 2010. |
4.7 | Supplemental Agreement, dated November 29, 2006, to the HSH Nordbank Senior Loan Agreement, incorporated by reference to Exhibit 4.5 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2007, filed with the SEC on March 31, 2008. |
4.8 | Supplemental Agreement, dated November 29, 2006, to the HSH Nordbank Junior Loan Agreement, incorporated by reference to Exhibit 4.6 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2007, filed with the SEC on March 31, 2008. |
4.9 | Amending and Restating Agreement, dated May 23, 2007, relating to the HSH Nordbank Senior Loan Agreement, as supplemented and amended by a supplemental letter dated May 15, 2006 and as further amended and supplemented by a supplemental agreement dated November 29, 2006, incorporated by reference to Exhibit 4.8 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2007, filed with the SEC on March 31, 2008. |
4.10 | Amending and Restating Agreement, dated May 23, 2007, relating to the HSH Nordbank Junior Loan Agreement, as supplemented and amended by a supplemental letter dated May 15, 2006 and as further amended and supplemented by a supplemental agreement dated November 29, 2006, incorporated by reference to Exhibit 4.9 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2007, filed with the SEC on March 31, 2008 |
4.11 | Supplemental Agreement, dated February 27, 2008, to the HSH Nordbank Senior Loan Agreement, as supplemented and amended by a supplemental letter dated May 15, 2006 and as further amended and supplemented by a supplemental agreement dated November 29, 2006 and as further amended and restated by an amending and restating agreement dated May 23, 2007, incorporated by reference to Exhibit 4.10 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2008, filed with the SEC on March 30, 2009. |
4.12 | Supplemental Agreement, dated February 27, 2008, to the HSH Nordbank Junior Loan Agreement, as supplemented and amended by a supplemental letter dated May 15, 2006 and as further amended and supplemented by a supplemental agreement dated November 29, 2006 and as further amended and restated by an amending and restating agreement dated May 23, 2007, incorporated by reference to Exhibit 4.11 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2008, filed with the SEC on March 30, 2009. |
4.13 | Supplemental Letter, dated April 23, 2008, to the HSH Nordbank Senior Loan Agreement, as supplemented and amended by a supplemental letter dated May 15, 2006, a supplemental agreement dated November 29, 2006 and a supplemental agreement dated February 27, 2008 and as amended and restated by an amending and restating agreement dated May 23, 2007, incorporated by reference to Exhibit 4.12 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2008, filed with the SEC on March 30, 2009. |
4.14 | Supplemental Letter, dated April 23, 2008, to the HSH Nordbank Junior Loan Agreement, as supplemented and amended by a supplemental letter dated May 15, 2006, a supplemental agreement dated November 29, 2006 and a supplemental agreement dated February 27, 2008 and as amended and restated by an amending and restating agreement dated May 23, 2007, incorporated by reference to Exhibit 4.13 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2008, filed with the SEC on March 30, 2009. |
4.15 | Supplemental Agreement, dated November 17, 2009, to the HSH Nordbank Senior Loan Agreement, as supplemented, amended and restated from time to time, incorporated by reference to Exhibit 4.15 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2009, filed with the SEC on April 9, 2010. |
4.16 | Supplemental Agreement, dated November 17, 2009, to the HSH Nordbank Junior Loan Agreement, as supplemented, amended and restated from time to time, incorporated by reference to Exhibit 4.14 to the Company's Annual Report on Form 20-F for the fiscal year ended December 31, 2009, filed with the SEC on April 9, 2010. |
4.17 | Supplemental Letter, dated September 29, 2010, to the HSH Nordbank Senior Loan Agreement, as supplemented, amended and restated from time to time, incorporated by reference to Exhibit 1 to the Report on Form 6-K of DryShips Inc., filed with the SEC on September 30, 2010. |
4.18 | Supplemental Letter, dated September 29, 2010, to the HSH Nordbank Junior Loan Agreement, as supplemented, amended and restated from time to time, incorporated by reference to Exhibit 2 to the Report on Form 6-K of DryShips Inc., filed with the SEC on September 30, 2010. |
4.19 | Supplemental Letter, dated February 9, 2012, to the HSH Nordbank Senior Loan Agreement, as supplemented, amended and restated from time to time, incorporated by reference to Exhibit 4.20 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2011, filed with the SEC on March 16, 2012. |
4.20 | Supplemental Letter, dated February 9, 2012, to the HSH Nordbank Junior Loan Agreement, as supplemented, amended and restated from time to time, incorporated by reference to Exhibit 4.21 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2011, filed with the SEC on March 16, 2012. |
4.21 | Pledge and Security Agreement, dated as of February 9, 2012, made by DryShips Inc. to HSH Nordbank AG, incorporated by reference to Exhibit 4.22 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2011, filed with the SEC on March 16, 2012. |
4.22 | Uncertificated Securities Control Agreement, dated as of February 9, 2012, among DryShips Inc., HSH Nordbank AG and Ocean Rig UDW Inc., incorporated by reference to Exhibit 4.23 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2011, filed with the SEC on March 16, 2012. |
4.23 | Supplemental Letter, dated September 27, 2012, to the HSH Nordbank Senior Loan Agreement, as supplemented, amended and restated from time to time, incorporated by reference to Exhibit 4.24 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2012 filed with the SEC on March 22, 2013. |
4.24 | Supplemental Letter, dated September 27, 2012, to the HSH Nordbank Junior Loan Agreement, as supplemented, amended and restated from time to time, incorporated by reference to Exhibit 4.25 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2012 filed with the SEC on March 22, 2013. |
4.25 | Pledge and Security Agreement, dated as of September 27, 2012, made by DryShips Inc. to HSH Nordbank AG incorporated by reference to Exhibit 4.26 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2012 filed with the SEC on March 22, 2013. |
4.26 | Uncertificated Securities Control Agreement, dated as of September 27, 2012, among DryShips Inc., HSH Nordbank AG and Ocean Rig UDW Inc. incorporated by reference to Exhibit 4.27 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2012 filed with the SEC on March 22, 2013. |
4.27 | Loan Agreement, dated October 5, 2007, by and between Boone Star Owners Inc. and Iokasti Owning Company Limited, as Borrowers, and Piraeus Bank A.E., as Lender, relating to a loan facility of up to $90,000,000, incorporated by reference to Exhibit 4.22 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2008, filed with the SEC on March 30, 2009. |
4.28 | Waiver Letter, dated April 15, 2009, to a Loan Agreement, dated October 5, 2007, by and between Boone Star Owners Inc. and Iokasti Owning Company Limited, as Borrowers, and Piraeus Bank A.E., as Lender, relating to a loan facility of up to $90,000,000, incorporated by reference to Exhibit 4.26 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2010, filed with the SEC on April 15, 2011. |
4.29 | First Supplemental Agreement, dated July 30, 2009, to a Loan Agreement, dated October 5, 2007, by and between Boone Star Owners Inc. and Iokasti Owning Company Limited, as Borrowers, and Piraeus Bank A.E., as Lender, relating to a loan facility of up to $90,000,000, incorporated by reference to Exhibit 4.21 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2009, filed with the SEC on April 9, 2010. |
4.30 | Second Supplemental Agreement, dated August 25, 2010, to a Loan Agreement, dated October 5, 2007, by and between Boone Star Owners Inc. and Iokasti Owning Company Limited, as Borrowers, and Piraeus Bank A.E., as Lender, relating to a loan facility of up to $90,000,000, as amended and supplemented by a supplemental agreement dated July 30, 2009, incorporated by reference to Exhibit 4.28 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2010, filed with the SEC on April 15, 2011. |
4.31 | Supplemental Letter, dated September 16, 2011, to a Loan Agreement, dated October 5, 2007, by and between Boone Star Owners Inc. and Iokasti Owning Company Limited, as Borrowers, and Piraeus Bank A.E., as Lender, relating to a loan facility of up to $90,000,000, as amended and supplemented, incorporated by reference to Exhibit 4.35 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2011, filed with the SEC on March 16, 2012. |
4.32 | Loan Agreement, dated November 16, 2007, by and between Iason Owning Company Limited, as Borrower, and EFG Eurobank Ergasias S.A., as Bank, relating to a loan of up to $47,000,000, incorporated by reference to Exhibit 4.11 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2007, filed with the SEC on March 31, 2008. |
4.33 | Waiver Letter, dated February 25, 2009, to a Loan Agreement, dated November 16, 2007, by and between Iason Owning Company Limited, as Borrower, and EFG Eurobank Ergasias S.A., as Bank, relating to a loan of up to $47,000,000, incorporated by reference to Exhibit 4.30 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2010, filed with the SEC on April 15, 2011. |
4.34 | Waiver Letter, dated November, 11, 2009, to a Loan Agreement, dated November 16, 2007, by and between Iason Owning Company Limited, as Borrower, and EFG Eurobank Ergasias S.A., as Bank, relating to a loan of up to $47,000,000, incorporated by reference to Exhibit 4.31 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2010, filed with the SEC on April 15, 2011. |
4.35 | Waiver Letter, dated February 24, 2010, to a Loan Agreement, dated November 16, 2007, by and between Iason Owning Company Limited, as Borrower, and EFG Eurobank Ergasias S.A., as Bank, relating to a loan of up to $47,000,000, incorporated by reference to Exhibit 4.23 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2009, filed with the SEC on April 9, 2010. |
4.36 | Supplemental Agreement, dated April 15, 2010, to a Loan Agreement, dated November 16, 2007, by and between Iason Owning Company Limited, as Borrower, and EFG Eurobank Ergasias S.A., as Bank, relating to a loan of up to $47,000,000, incorporated by reference to Exhibit 4.33 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2010, filed with the SEC on April 15, 2011. |
4.37 | Second Supplemental Agreement, dated January 27, 2011, relating to a Loan Agreement, dated November 16, 2007, by and between Iason Owning Company Limited, as Borrower, and EFG Eurobank Ergasias S.A., as Bank, relating to a loan of up to $47,000,000, as amended and supplemented by a first supplemental agreement dated April 15, 2010, incorporated by reference to Exhibit 4.42 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2011, filed with the SEC on March 16, 2012. |
4.38 | Supplemental Letter, dated June 29, 2011, to a Loan Agreement, dated November 16, 2007, by and between Iason Owning Company Limited, as Borrower, and EFG Eurobank Ergasias S.A., as Bank, relating to a loan of up to $47,000,000, as amended and supplemented by a first supplemental agreement dated April 15, 2010 and as further amended and supplemented by a second supplemental agreement dated January 27, 2011, incorporated by reference to Exhibit 4.41 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2011, filed with the SEC on March 16, 2012. |
4.39 | Loan Agreement, dated March 13, 2008, by and among Annapolis Shipping Company Limited, Atlas Owing Company Limited, Farat Shipping Company Limited and Lansat Shipping Company Limited, as Borrowers, and Piraeus Bank A.E., as Lender, relating to a loan facility of up to $130,000,000, incorporated by reference to Exhibit 4.33 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2008, filed with the SEC on March 30, 2009. |
4.40 | First Supplemental Agreement, dated December 12, 2008, to a Loan Agreement, dated March 13, 2008, by and among Annapolis Shipping Company Limited, Atlas Owing Company Limited, Farat Shipping Company Limited and Lansat Shipping Company Limited, as Borrowers, and Piraeus Bank A.E., as Lender, relating to a loan facility of up to $130,000,000, incorporated by reference to Exhibit 4.35 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2009, filed with the SEC on April 9, 2010. |
4.41 | Waiver Letter, dated April 15, 2009, to a Loan Agreement, dated March 13, 2008, by and among Annapolis Shipping Company Limited, Atlas Owing Company Limited, Farat Shipping Company Limited and Lansat Shipping Company Limited, as Borrowers, and Piraeus Bank A.E., as Lender, relating to a loan facility of up to $130,000,000, as amended and supplemented by a first supplemental agreement dated December 12, 2008, incorporated by reference to Exhibit 4.47 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2010, filed with the SEC on April 15, 2011. |
4.42 | Second Supplemental Agreement, dated July 30, 2009, to a Loan Agreement, dated March 13, 2008, by and among Annapolis Shipping Company Limited, Atlas Owing Company Limited, Farat Shipping Company Limited and Lansat Shipping Company Limited, as Borrowers, and Piraeus Bank A.E., as Lender, relating to a loan facility of up to $130,000,000, as amended and supplemented by a first supplemental agreement dated December 12, 2008, incorporated by reference to Exhibit 4.36 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2009, filed with the SEC on April 9, 2010. |
4.43 | Waiver Letter, dated November 27, 2009, to a Loan Agreement, dated March 13, 2008, by and among Annapolis Shipping Company Limited, Atlas Owing Company Limited, Farat Shipping Company Limited and Lansat Shipping Company Limited, as Borrowers, and Piraeus Bank A.E., as Lender, relating to a loan facility of up to $130,000,000, as amended and supplemented by a first supplemental agreement dated December 12, 2008 and a second supplemental agreement dated July 30, 2009, incorporated by reference to Exhibit 4.49 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2010, filed with the SEC on April 15, 2011. |
4.44 | Amending and Restating Loan Agreement, dated January 25, 2010, to a Loan Agreement, dated March 13, 2008, by and among Annapolis Shipping Company Limited, Atlas Owing Company Limited, Farat Shipping Company Limited and Lansat Shipping Company Limited, as Borrowers, and Piraeus Bank A.E., as Lender, relating to a loan facility of up to $130,000,000, as amended and supplemented by a first supplemental agreement dated December 12, 2008 and a second supplemental agreement dated July 30, 2009, incorporated by reference to Exhibit 4.50 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2010, filed with the SEC on April 15, 2011. |
4.45 | Amended and Restated Loan Agreement, dated August 25, 2010, relating to a Loan Agreement, dated March 13, 2008, by and among Annapolis Shipping Company Limited, Atlas Owing Company Limited, Farat Shipping Company Limited and Lansat Shipping Company Limited, as Borrowers, and Piraeus Bank A.E., as Lender, relating to a loan facility of up to $130,000,000, as amended and restated on January 25, 2010 and as further amended and restated on August 25, 2010, incorporated by reference to Exhibit 4.51 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2010, filed with the SEC on April 15, 2011. |
4.46 | Amended and Restated Loan Agreement, dated November 29, 2010, relating to a Loan Agreement, dated March 13, 2008, by and among Annapolis Shipping Company Limited, Atlas Owing Company Limited, Farat Shipping Company Limited and Lansat Shipping Company Limited, as Borrowers, and Piraeus Bank A.E., as Lender, relating to a loan facility of up to $130,000,000, as amended and restated on January 25, 2010, August 25, 2010 and November 29, 2010, incorporated by reference to Exhibit 4.52 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2010, filed with the SEC on April 15, 2011. |
4.47 | Supplemental Letter, dated September 16, 2011, to a Loan Agreement, dated March 13, 2008, by and among Annapolis Shipping Company Limited, Atlas Owing Company Limited, Farat Shipping Company Limited and Lansat Shipping Company Limited, as Borrowers, and Piraeus Bank A.E., as Lender, relating to a loan facility of up to $130,000,000, as novated, amended and restated, incorporated by reference to Exhibit 4.56 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2011, filed with the SEC on March 16, 2012. |
4.48 | Loan Agreement, dated June 20, 2008, by and among Aegean Traders Inc. and Iguana Shipping Company Limited, as Borrowers, and WestLB AG, as Lender, relating to a loan facility of up to $103,200,000, incorporated by reference to Exhibit 4.40 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2008, filed with the SEC on March 30, 2009. |
4.49 | Waiver Letter, dated July 22, 2009, to a Loan Agreement, dated June 20, 2008, by and among Aegean Traders Inc. and Iguana Shipping Company Limited, as Borrowers, and WestLB AG, as Lender, relating to a loan facility of up to $103,200,000, incorporated by reference to Exhibit 4.63 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2010, filed with the SEC on April 15, 2011. |
4.50 | First Supplemental Agreement, dated October 8, 2009, to a Loan Agreement, dated June 20, 2008, by and among Aegean Traders Inc. and Iguana Shipping Company Limited, as Borrowers, and WestLB AG, as Lender, relating to a loan facility of up to $103,200,000, incorporated by reference to Exhibit 4.46 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2009, filed with the SEC on April 9, 2010. |
4.51 | Waiver Letter, dated November 23, 2009, to a Loan Agreement, dated June 20, 2008, by and among Aegean Traders Inc. and Iguana Shipping Company Limited, as Borrowers, and WestLB AG, as Lender, relating to a loan facility of up to $103,200,000, as amended, incorporated by reference to Exhibit 4.65 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2010, filed with the SEC on April 15, 2011. |
4.52 | Amending and Restating Loan Agreement, dated January 18, 2010, to a Loan Agreement, dated June 20, 2008, by and among Aegean Traders Inc. and Iguana Shipping Company Limited, as Borrowers, and WestLB AG, as Lender, relating to a loan facility of up to $103,200,000, as supplemented and amended by a first supplemental agreement dated October 8, 2009, incorporated by reference to Exhibit 4.66 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2010, filed with the SEC on April 15, 2011. |
4.53 | Supplemental Letter, dated June 10, 2010, to a Loan Agreement, dated June 20, 2008, by and among Aegean Traders Inc. and Iguana Shipping Company Limited, as Borrowers, and WestLB AG, as Lender, relating to a loan facility of up to $103,200,000, as amended and supplemented by a supplemental agreement dated October 8, 2009 and as amended and restated by an amending and restating agreement dated January 18, 2010, incorporated by reference to Exhibit 4.67 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2010, filed with the SEC on April 15, 2011. |
4.54 | Loan Agreement, dated February 14, 2012, for a loan of up to $122,580,000, by and among Oceanview Owners Limited, Oceansurf Owners Limited and Oceancentury Owners Limited, as joint and several Borrowers, arranged by China Development Bank Corporation, as Mandated Lead Arranger and Bank of China, as Coordinating Mandated Lead Arranger, with China Development Bank Corporation and Bank of China Limited, as Original Lenders, with China Development Bank Corporation, as Facility Agent, and China Development Bank Corporation, as Security Agent, incorporated by reference to Exhibit 4.106 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2011, filed with the SEC on March 16, 2012. |
4.55 | Commitment Letter, dated February 13, 2012, by and between the Company and HSH Nordbank AG relating to a term loan facility of up to $87,653,740, incorporated by reference to Exhibit 4.107 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2011, filed with the SEC on March 16, 2012. |
4.56 | Loan Agreement, dated March 19, 2012, by and among Amathus Owning Company Limited, Symi Owners Inc. and Kalymnos Owners Inc., as joint and several Borrowers, and the banks and financial institutions listed therein, as Lenders, and HSH Nordbank AG, as Agent, Mandated Lead Arranger, Swap Bank and Security Trustee, relating to a loan facility of up to $87,653,740, incorporated by reference to Exhibit 4.118 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2012 filed with the SEC on March 22, 2013. |
4.57 | Form of Vessel Management Agreement, dated January 1, 2011 with TMS Bulkers Ltd., incorporated by reference to Exhibit 4.112 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2010, filed with the SEC on April 15, 2011. |
4.58 | Form of Vessel Management Agreement, dated December 28, 2010 with TMS Tankers Ltd., incorporated by reference to Exhibit 4.113 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2010, filed with the SEC on April 15, 2011. |
4.59 | Consultancy Agreement, dated September 1, 2010, by and between DryShips Inc. and Vivid Finance Inc., incorporated by reference Exhibit 2 to the Report on Form 6-K of DryShips Inc., filed with the SEC on September 7, 2010, incorporated by reference to Exhibit 4.114 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2010, filed with the SEC on April 15, 2011 |
4.60 | Addendum No. 1, dated January 1, 2013, to the Consultancy Agreement, dated September 1, 2010, by and between the Company and Vivid Finance Inc., incorporated by reference to exhibit 4.41 to the Annual Report on Form 20-F of Ocean Rig UDW Inc. for the fiscal year ended December 31, 2012, filed with the SEC on March 22, 2013. |
4.61 | Drillship Master Agreement, dated November 22, 2010, by and between DryShips Inc. and a major shipyard in Korea, incorporated by reference to Exhibit 4.116 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2010, filed with the SEC on April 15, 2011 |
4.62 | Novation Agreement, dated December 30, 2010, by and between DryShips Inc., Ocean Rig UDW Inc. and a major shipyard in Korea., incorporated by reference to Exhibit 4.117 to the Company's Annual Report on Form 20-F for the fiscal year ended December 31, 2010, filed with the SEC on April 15, 2011 |
4.63 | Addendum No. 1, dated May 16, 2011, to a Drillship Master Agreement, dated November 22, 2010, between DryShips Inc. and a major shipyard in Korea, as novated by a Novation Agreement, dated December 30, 2010, between a major shipyard in Korea, DryShips Inc. and Ocean Rig UDW Inc., incorporated by reference to Exhibit 10.3 of the Registration Statement on Form F-4 of Ocean Rig UDW Inc. (Registration No. 333-175940), filed with the SEC on August 1, 2011 |
4.64 | Addendum No. 2, dated January 27, 2012, to a Drillship Master Agreement, dated November 22, 2010, between DryShips Inc. and a major shipyard in Korea, as novated by a Novation Agreement, dated December 30, 2010 and as amended by Addendum No. 1 dated May 16, 2011, incorporated by reference to Exhibit 4.3 of the Annual Report on Form 20-F of Ocean Rig UDW Inc. for the fiscal year ended December 31, 2011, filed with the SEC on March 13, 2012 |
4.65 | Addendum No. 3 dated April 2, 2012, to a Drillship Master Agreement, dated November 22, 2010, between DryShips Inc. and a major shipyard in Korea as novated by a Novation Agreement, dated December 30, 2010 and as amended, incorporated by reference to exhibit 4.5 to the Annual Report on Form 20-F of Ocean Rig UDW Inc. for the fiscal year ended December 31, 2012, filed with the SEC on March 22, 2013. |
4.66 | Addendum No. 4, dated September 3, 2012, to a Drillship Master Agreement, dated November 22, 2010, between DryShips Inc. and a major shipyard in Korea, as novated by a Novation Agreement, dated December 30, 2010 and as amended, incorporated by reference to exhibit 4.6 to the Annual Report on Form 20-F of Ocean Rig UDW Inc. for the fiscal year ended December 31, 2012, filed with the SEC on March 22, 2013. |
4.67 | Registration Rights Agreement, dated as of March 20, 2012, by and between DryShips Inc. and Ocean Rig UDW Inc., incorporated by reference to exhibit 4.4 to the Registration Statement on Form F-1 of Ocean Rig UDW Inc. (Registration No. 333-180241), filed with the SEC on March 20, 2012. |
4.68 | Supplement to Loan Agreement dated November 18, 2013, to the original Loan Agreement dated March 31, 2006, by and between DryShips Inc., as Borrower, the banks and financial institutions listed therein, as Lenders and Swap Banks, HSH Nordbank AG, as Agent, Security Trustee, Lead Arranger and Lead Bookrunner, and The Governor and Company of the Bank of Scotland, as Joint Bookrunner, as amended, relating to a term loan and short-term credit facilities of up to $110,000,000, or the HSH Nordbank Junior Loan Agreement, incorporated by reference to Exhibit 4.160 to the Company's Annual Report on Form 20-F for the fiscal year ended December 31, 2013, filed with the SEC on February 21, 2014. |
4.69 | Supplement to Loan Agreement dated November 18, 2013, to the original Loan Agreement dated March 31, 2006, by and between DryShips Inc., as Borrower, the banks and financial institutions listed therein, as Lenders and Swap Banks, HSH Nordbank AG, as Agent, Security Trustee, Lead Arranger, Lead Bookrunner and Joint Underwriter, and The Governor and Company of the Bank of Scotland, as Joint Bookrunner and Joint Underwriter, relating to a term loan and short-term credit facilities of up to $518,750,000, or the HSH Nordbank Senior Loan Agreement, incorporated by reference to Exhibit 4.161 to the Annual Report on Form 20-F of DryShips for the fiscal year ended December 31, 2013, filed with the SEC on February 21, 2014. |
4.70 | Form of Vessel Management Agreement, dated May 7, 2014, by and between Chloe Owning Company Limited and TMS Bulkers Ltd., incorporated by reference to Exhibit 4.178 to the Annual Report on Form 20-F of DryShips for the fiscal year ended December 31, 2014, filed with the SEC on March 10, 2015. |
4.71 | Fifth Supplemental Agreement, dated July 11, 2014, to a Loan Agreement dated July 23, 2008, by and among Cretan Traders Inc., as Borrower, Monteagle Shipping SA, as Existing Guarantor, the banks and financial institutions listed therein, as Lenders, and Norddeutsche Landesbank Girozentrale, as Swap Bank, Underwriter, Mandated Lead Arranger, Bookrunner, Agent and Security Trustee, relating to a term loan facility of up to $126,400,000 incorporated by reference to Exhibit 4.179 to the Annual Report on Form 20-F of DryShips for the fiscal year ended December 31, 2014, filed with the SEC on March 10, 2015. |
4.72 | Supplemental Agreement, dated July 17, 2014, to a Loan Agreement, dated October 26, 2011, by and among Olympian Ares Owners Inc., Olympian Artemis Owners Inc., Olympian Demeter Owners Inc. and Olympian Poseidon Owners Inc., as joint and several Borrowers, DryShips Inc., as Guarantor, and ABN AMRO Bank N.V., as Facility Agent and Security Trustee, relating to a loan of $141,350,000 incorporated by reference to Exhibit 4.180 to the Annual Report on Form 20-F of DryShips for the fiscal year ended December 31, 2014, filed with the SEC on March 10, 2015. |
4.73 | Supplemental Agreement, dated July 31, 2014, to a Loan Agreement dated October 24, 2012, by and among Olympian Athena Owners Inc., Olympian Aphrodite Owners Inc. and Olympian Dionysus Owners Inc., as joint and several borrowers, DryShips Inc., as Guarantor, and ABN AMRO Bank N.V., as Facility Agent and Security Trustee relating to a $107,668,750 loan incorporated by reference to Exhibit 4.181 to the Annual Report on Form 20-F of DryShips for the fiscal year ended December 31, 2014, filed with the SEC on March 10, 2015. |
4.74 | Loan Agreement, dated October 29, 2014, by and among the subsidiaries of DryShips Inc. listed therein as Borrowers, DryShips Inc., as Parent, DryShips Inc. and the subsidiaries of DryShips Inc. listed therein as Guarantors, the financial institutions listed therein as Lenders, the financial institutions listed therein as Hedging Providers, Nordea Bank Finland plc, London Branch, as Arranger, Bookrunner and Agent, and Nordea Bank AB, London Branch as Security Agent, relating to a loan facility of up to $170,000,000 incorporated by reference to Exhibit 4.182 to the Annual Report on Form 20-F of DryShips for the fiscal year ended December 31, 2014, filed with the SEC on March 10, 2015. |
4.75 | Second Supplemental Agreement, dated November 12, 2014, to a Loan Agreement dated June 20, 2008, by and among Aegean Traders Inc., as Borrower, DryShips Inc., as Corporate Guarantor and Portigon AG, London Branch, as Lender, relating to a loan facility of up to $103,200,000 incorporated by reference to Exhibit 4.183 to the Annual Report on Form 20-F of DryShips for the fiscal year ended December 31, 2014, filed with the SEC on March 10, 2015. |
4.76 | Loan Agreement, dated November 14, 2014, by and among DryShips, Inc., as Borrower, the financial institutions listed therein as Original Lenders, and ABN AMRO Bank N.V., as Arranger, Facility Agent and Security Agent, relating to a senior secured bridge loan facility of up to $200,000,000 incorporated by reference to Exhibit 4.178 to the Annual Report on Form 20-F of DryShips for the fiscal year ended December 31, 2014, filed with the SEC on March 10, 2015. |
4.77 | Exchangeable Promissory Note, dated November 18, 2014, by and between DryShips, Inc., as Borrower, and Alley Finance Co., or its permitted assigns, as Noteholder, relating to a $120,000,000 loan, incorporated by reference to Exhibit 4.69 to the Annual Report on Form 20-F of Ocean Rig UDW Inc. for the fiscal year ended December 31, 2014, filed with the SEC on March 9, 2015. |
4.78 | Fifth Amending and Restating Agreement, dated December 23, 2014, to a Loan Agreement dated March 13, 2008, by and among Ialysos Owning Company Limited, as Borrower, DryShips Inc., as Corporate Guarantor, and Piraeus Bank A.E., as Lender, relating to a loan facility of up to $130,000,000 incorporated by reference to Exhibit 4.178 to the Annual Report on Form 20-F of DryShips for the fiscal year ended December 31, 2014, filed with the SEC on March 10, 2015. |
4.79 | Fourth Supplemental Agreement, dated December 23, 2014, to a Loan Agreement dated October 5, 2007, by and between Boone Star Owners Inc. and Iokasti Owning Company Limited, as Borrowers, DryShips Inc., as Corporate Guarantor, and Piraeus Bank A.E., as Lender, relating to a loan facility of up to $90,000,000 incorporated by reference to Exhibit 4.187 to the Annual Report on Form 20-F of DryShips for the fiscal year ended December 31, 2014, filed with the SEC on March 10, 2015. |
4.80 | Management Agreement, dated February 17, 2015, by and between Drillship Alonissos Owners Inc., as the Owner, and Ocean Rig Management Inc., as the Manager, incorporated by reference to exhibit 4.68 to the Annual Report on Form 20-F of Ocean Rig UDW Inc. for the fiscal year ended December 31, 2014, filed with the SEC on March 9, 2015. |
4.81 | Management Agreement, dated August 27, 2013, by and between Vega Inruda AS., as the Owner, and TMS Offshore Services Services Ltd., as the Manager |
4.82 | Management Agreement, dated September 6, 2013, by and between Vega Jaanca AS., as the Owner, and TMS Offshore Services Services Ltd., as the Manager |
4.83 | Management Agreement, dated September 11, 2013, by and between Vega Crusader AS., as the Owner, and TMS Offshore Services Services Ltd., as the Manager |
4.84 | Management Agreement, dated September 11, 2013, by and between Vega Emtoli AS., as the Owner, and TMS Offshore Services Services Ltd., as the Manager |
4.85 | Management Agreement, dated September 20, 2013, by and between Vega Juniz AS., as the Owner, and TMS Offshore Services Services Ltd., as the Manager |
4.86 | Management Agreement, dated September 26, 2013, by and between Vega Corona AS., as the Owner, and TMS Offshore Services Services Ltd., as the Manager |
4.87 | Memorandum of Agreement by and between Olympian Athena Owners Inc and TMS Tankers LTD for the sale of the vessel Alicante, dated April 30, 2015 |
4.88 | Memorandum of Agreement by and between Olympian Poseidon Owners Inc and TMS Tankers LTD for the sale of the vessel Belmar, dated April 30, 2015 |
4.89 | Memorandum of Agreement by and between Olympian Aphrodite Owners Inc and Arabella Owning Company Limited for the sale of the vessel Bordeira, dated April 30, 2015 |
4.90 | Memorandum of Agreement by and between Olympian Demeter Owners Inc and TMS Tankers LTD for the sale of the vessel Calida, dated April 30, 2015 |
4.91 | Memorandum of Agreement by and between Olympian Hera Owners Inc and TMS Tankers LTD for the sale of the vessel Daytona, dated April 30, 2015 |
4.92 | Memorandum of Agreement by and between Olympian Ares Owners Inc and Alceste Owning Company Limited for the sale of the vessel Lipari, dated April 30, 2015 |
4.93 | Memorandum of Agreement by and between Olympian Dionysus Owners Inc and TMS Tankers LTD for the sale of the vessel Mareta, dated April 30, 2015 |
4.94 | Memorandum of Agreement by and between Olympian Artemis Owners Inc and Mireille Owning Company Limited for the sale of the vessel Petalidi, dated April 30, 2015 |
4.95 | Memorandum of Agreement by and between Olympian Zeus Owners Inc and TMS Tankers LTD for the sale of the vessel Saga, dated April 30, 2015 |
4.96 | Memorandum of Agreement by and between Olympian Apollo Owners Inc and Semele Owning Company Limited for the sale of the vessel Vilamoura, dated April 30, 2015 |
4.97 | Amended and Restated Secured Exchangeable Promissory Note, dated June 4, 2015, by and between DryShips Inc. and Ocean Rig UDW, Inc. |
4.98 | Addendum No 1, to the Memorandum of agreement, dated April 30, 2015 between Olympian Poseidon Owners Inc and TMS Tankers LTD for the sale of the vessel Belmar, dated June 30, 2015. |
4.99 | Termination, Release and Share Transfer Agreement, dated August 13, 2015, by and among, DryShips Inc., Alley Finance Co and Ocean Rig UDW Inc. |
4.100 | Share Purchase Agreement dated September 9, 2015, by and among, Alivia Investments Inc., as Buyer, TMS Bulkers Ltd., as Buyers' Guarantor, DryShips Inc. as Seller 1 and Oceanfreight Inc., as Seller II |
4.101 | Share Purchase Agreement, dated September 9, 2015, by and among Rossela Owning Company Limited as Buyer, TMS Bulkers Ltd. as Buyers' Guarantor, Dalian Star Shareholdings Inc. as Seller and DryShips Inc. as Guarantor |
4.102 | Memorandum of agreement, dated September 9, 2015 between Thelma Shipping Company Limited and Magenta Owning Company Limited for the sale of the vessel Manasota. |
4.103 | Memorandum of agreement, dated September 9, 2015 between Norwalk Star Owners Inc and Aurelia Owning Company Limited for the sale of the vessel Capri |
4.104 | Memorandum of agreement, dated September 9, 2015 between Fabiana Navigation Company Limited and Amaya Owning Company Limited for the sale of the vessel Alameda. |
4.105 | Addendum No 1, to the Memorandum of agreement, dated September 9, 2015 between Thelma Shipping Company Limited and Magenta Owning Company Limited, dated September 29, 2015. |
4.106 | Addendum No 1, to the Share Purchase Agreement, dated September 9, 2015 between Alivia Investments Inc and Dryships Inc and Oceanfreight Inc., dated October 9, 2015. |
4.107 | Share Purchase Agreement, dated October 21, 2015, by and among DryShips Inc., Mezzanine Financing Investment III Shareholders Ltd. and Red River Enterprises Inc., |
4.108 | Secured Revolving Facility Agreement, dated October 21, 2015, by and between DryShips Inc. as Borrower and Sifnos Shareholders Inc., as Lender. |
4.109 | First Amendment to the Facility Agreement agreement dated October 21, 2015, by and between DryShips Inc. as Borrower and Sifnos Shareholders Inc., as Lender, dated November 11, 2015 |
4.110 | Share Purchase Agreement, dated November 24, 2015, by and between Mezzanine Financing Investment III Ltd., a subsidiary of DryShips Inc., as buyer and VRG AS as seller, for the purcahse of all of the shares the buyer holds in Nautilus Offshore Services, Inc. |
4.111 | Share Purcahse Agreement by and among Tidore Investments Inc., whose performance is guaranteed by TMS Bulkers Ltd., and Oceanfreight Inc., whose performance is guaranteed by DryShips Inc., dated March 24, 2016. |
4.112 | Stock Purchase Agreement by and between DryShips Inc. and Ocean Rig Investments Inc., dated April 5, 2016. |
4.113 | Amended and Restated Secured Revolving Facility Agreement by and between DryShips Inc., and Sifnos Shareholders Inc., dated as of April 5, 2016. |
8.1 | Subsidiaries of DryShips Inc. |
12.1 | Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer |
12.2 | Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer |
13.1 | Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
13.2 | Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
15.1 | Consent of Independent Registered Public Accounting Firm (Ernst & Young (Hellas) Certified Auditors Accountants S.A.) |
101 | The following materials from the Company's Annual Report on Form 20-F for the fiscal year ended December 31, 2015, formatted in eXtensible Business Reporting Language (XBRL): (i) Consolidated Balance Sheets as of December 31, 2014 and 2015; (ii) Consolidated Statements of Operations for the years ended December 31, 2013, 2014 and 2015; (iii) Consolidated Statements of Comprehensive Income for the years ended December 31, 2013, 2014 and 2015; (iv) Consolidated Statements of Stockholders' Equity for the years ended December 31, 2013, 2014 and 2015; (v) Consolidated Statements of Cash Flows for the years ended December 31, 2013, 2014 and 2015; and (v) the Notes to Consolidated Financial Statements |
DRYSHIPS INC.
|
||||
(Registrant)
|
||||
Date: April 27, 2016
|
|
By: |
/s/ Ziad Nakhleh
|
|
Ziad Nakhleh
|
||||
Chief Financial Officer
|
Page
|
|
Report of Independent Registered Public Accounting Firm
|
F-2
|
Report of Independent Registered Public Accounting Firm
|
F-3
|
Consolidated Balance Sheets as of December 31, 2014 and 2015
|
F-4
|
Consolidated Statements of Operations for the years ended December 31, 2013, 2014 and 2015
|
F-5
|
Consolidated Statements of Comprehensive Loss for the years ended December 31, 2013, 2014 and 2015
|
F-6
|
Consolidated Statements of Stockholders' Equity for the years ended December 31, 2013, 2014 and 2015
|
F-7
|
Consolidated Statements of Cash Flows for the years ended December 31, 2013, 2014 and 2015
|
F-9
|
Notes to Consolidated Financial Statements
|
F-11
|
December 31,
|
||||||||
2014
|
2015
|
|||||||
ASSETS
|
||||||||
CURRENT ASSETS:
|
||||||||
Cash and cash equivalents
|
$
|
566,242
|
$
|
-
|
||||
Restricted cash (Note 2)
|
92,694
|
15,026
|
||||||
Trade accounts receivable, net of allowance for doubtful receivables of $2,825 and $48 at December 31, 2014 and 2015, respectively
|
404,656
|
10,059
|
||||||
Due from related parties (Note 4)
|
29,203
|
20,637
|
||||||
Assets held for sale (Note 7)
|
-
|
216,026
|
||||||
Other current assets (Note 5)
|
122,249
|
7,319
|
||||||
Total current assets
|
1,215,044
|
269,067
|
||||||
FIXED ASSETS, NET:
|
||||||||
Advances for drilling units under construction and related costs (Note 6)
|
623,984
|
-
|
||||||
Vessels, net (Note 7)
|
2,141,617
|
96,428
|
||||||
Drilling units, machinery and equipment, net (Note 7)
|
6,259,747
|
-
|
||||||
Total fixed assets, net
|
9,025,348
|
96,428
|
||||||
OTHER NON-CURRENT ASSETS:
|
||||||||
Investment in affiliate (Note 10)
|
-
|
91,410
|
||||||
Goodwill (Note 8)
|
-
|
7,002
|
||||||
Financial instruments (Note 12)
|
11,086
|
411
|
||||||
Above-market acquired time charter contracts (Note 8)
|
1,373
|
11,007
|
||||||
Other non-current assets (Note 9)
|
106,519
|
727
|
||||||
Total other non-current assets
|
118,978
|
110,557
|
||||||
Total assets
|
$
|
10,359,370
|
$
|
476,052
|
||||
LIABILITIES AND STOCKHOLDERS' EQUITY
|
||||||||
CURRENT LIABILITIES:
|
||||||||
Current portion of long-term debt, net of deferred finance costs (Note 11)
|
$
|
1,165,021
|
$
|
217,549
|
||||
Liabilities held for sale (Note 7)
|
-
|
104,366
|
||||||
Accounts payable and other current liabilities
|
92,248
|
2,613
|
||||||
Accrued liabilities(Note 4)
|
185,366
|
4,955
|
||||||
Due to related parties (Note 4)
|
12,717
|
21,828
|
||||||
Deferred revenue
|
123,728
|
725
|
||||||
Financial instruments (Note 12)
|
30,447
|
2,604
|
||||||
Total current liabilities
|
1,609,527
|
354,640
|
||||||
NON-CURRENT LIABILITIES
|
||||||||
Long-term debt, net of current portion and deferred finance costs (Note 11)
|
4,352,592
|
-
|
||||||
Financial instruments (Note 12)
|
10,420
|
-
|
||||||
Deferred revenue
|
81,359
|
-
|
||||||
Other non-current liabilities
|
15,084
|
-
|
||||||
Total non-current liabilities
|
4,459,455
|
-
|
||||||
COMMITMENTS AND CONTINGENCIES (Note 15)
|
-
|
-
|
||||||
STOCKHOLDERS' EQUITY:
|
||||||||
Preferred stock, $0.01 par value; 500,000,000 shares authorized at December 31, 2014 and 2015; 100,000,000 shares designated as Series A Convertible preferred stock; 100,000,000 shares designated as Series B Convertible preferred stock; 0 shares of Series A Convertible Preferred stock issued and outstanding at December 31, 2014 and 2015; 0 and 4,000,000 shares (100,000,000 before the reverse stock split) of Series B Convertible Preferred stock issued and outstanding at December 31, 2014 and 2015, respectively (Note 13)
|
-
|
40
|
||||||
Common stock, $0.01 par value; 1,000,000,000 shares authorized at December 31, 2014 and 2015; 28,242,566 shares (706,064,321 before the reverse stock split) and 28,326,566 shares (708,164,321 before the reverse stock split) issued and outstanding at December 31, 2014 and 2015, respectively (Note 13)
|
282
|
283
|
||||||
Treasury stock; $0.01 par value; 1,444,000 shares (36,100,000 before the reverse stock split) and 1,444,720 shares (36,118,000 before the reverse stock split) at December 31, 2014 and 2015, respectively (Note 13)
|
(14
|
)
|
(14
|
)
|
||||
Additional paid-in capital (Note 13)
|
3,255,807
|
3,224,839
|
||||||
Accumulated other comprehensive income/(loss) (Note 16)
|
(6,622
|
)
|
233
|
|||||
Accumulated deficit
|
(256,632
|
)
|
(3,103,969
|
)
|
||||
Total DryShips Inc. stockholders' equity
|
2,992,821
|
121,412
|
||||||
Non-controlling interests
|
1,297,567
|
-
|
||||||
Total equity
|
4,290,388
|
121,412
|
||||||
Total liabilities and stockholders' equity
|
$
|
10,359,370
|
$
|
476,052
|
Year ended December 31,
|
||||||||||||
2013
|
2014
|
2015
|
||||||||||
REVENUES:
|
||||||||||||
Voyage and time charter revenues (including amortization of above market acquired time charters)
|
$
|
311,764
|
$
|
368,447
|
$
|
244,020
|
||||||
Service revenues, net
|
1,180,250
|
1,817,077
|
725,805
|
|||||||||
Total Revenues (Notes 2 and 18)
|
$
|
1,492,014
|
$
|
2,185,524
|
$
|
969,825
|
||||||
OPERATING EXPENSES/(INCOME):
|
||||||||||||
Voyage expenses (Note 2)
|
103,211
|
117,165
|
65,286
|
|||||||||
Vessels and drilling units operating expenses
|
609,765
|
844,260
|
371,074
|
|||||||||
Depreciation and amortization (Notes 7)
|
357,372
|
449,792
|
227,652
|
|||||||||
Loss on contract cancellation (Note 6 and 15)
|
-
|
1,307
|
28,241
|
|||||||||
Contract termination fees and other (Note 6 and 15)
|
33,293
|
-
|
-
|
|||||||||
Impairment loss and loss from sale of vessels and vessel owning companies (Notes 7 and 12)
|
43,490
|
38,148
|
1,057,116
|
|||||||||
General and administrative expenses
|
184,722
|
193,686
|
104,912
|
|||||||||
Legal settlements and other, net (Note 15.1)
|
4,585
|
(2,013
|
)
|
(2,948
|
)
|
|||||||
Operating income/(loss)
|
155,576
|
543,179
|
(881,508
|
)
|
||||||||
OTHER INCOME / (EXPENSES):
|
||||||||||||
Interest and finance costs (Note 17)
|
(332,129
|
)
|
(411,021
|
)
|
(172,132
|
)
|
||||||
Interest income
|
12,498
|
12,146
|
527
|
|||||||||
Gain/(Loss) on interest rate swaps (Note 12)
|
8,373
|
(15,528
|
)
|
(11,601
|
)
|
|||||||
Other, net (Note 12)
|
2,245
|
7,067
|
(9,275
|
)
|
||||||||
Total other expenses, net
|
(309,013
|
)
|
(407,336
|
)
|
(192,481
|
)
|
||||||
INCOME/(LOSS) BEFORE INCOME TAXES AND EARNINGS OF AFFILIATED COMPANIES
|
(153,437
|
)
|
135,843
|
(1,073,989
|
)
|
|||||||
Loss due to deconsolidation of Ocean Rig (Note 10)
|
-
|
-
|
(1,347,106
|
)
|
||||||||
Income taxes (Note 20)
|
(44,591
|
)
|
(77,823
|
)
|
(37,119
|
)
|
||||||
Equity in net losses of Ocean Rig (Note 10)
|
-
|
-
|
(349,872
|
)
|
||||||||
NET INCOME/(LOSS)
|
(198,028
|
)
|
58,020
|
(2,808,086
|
)
|
|||||||
Less: Net income attributable to non-controlling interests
|
(25,065
|
)
|
(105,532
|
)
|
(38,975
|
)
|
||||||
NET LOSS ATTRIBUTABLE TO DRYSHIPS INC.
|
$
|
(223,093
|
)
|
$
|
(47,512
|
)
|
$
|
(2,847,061
|
)
|
|||
NET LOSS ATTRIBUTABLE TO DRYSHIPS INC. COMMON STOCKHOLDERS (Note 19)
|
$
|
(223,149
|
)
|
$
|
(48,209
|
)
|
$
|
(2,847,631
|
)
|
|||
LOSS PER COMMON SHARE ATTRIBUTABLE TO DRYSHIPS INC.
COMMON STOCKHOLDERS, BASIC AND DILUTED (Note 19)
|
$
|
(14.53
|
)
|
$
|
(2.64
|
)
|
$
|
(107.06
|
)
|
|||
WEIGHTED AVERAGE NUMBER OF COMMON SHARES,
BASIC AND DILUTED (Note 19)
|
15,362,532
|
18,241,265
|
26,598,361
|
Year ended December 31,
|
||||||||||||
2013
|
2014
|
2015
|
||||||||||
- Net income/(loss)
|
$
|
(198,028
|
)
|
$
|
58,020
|
$
|
(2,808,086
|
)
|
||||
Other comprehensive income/ (loss):
|
||||||||||||
- Reclassification of realized losses associated with capitalized interest to Consolidated Statement of Operations, net
|
550
|
550
|
466
|
|||||||||
- Actuarial gains/(losses)
|
3,335
|
(1,518
|
)
|
50
|
||||||||
Other comprehensive income/(loss)
|
$
|
3,885
|
$
|
(968
|
)
|
$
|
516
|
|||||
Comprehensive income/(loss)
|
(194,143
|
)
|
57,052
|
(2,807,570
|
)
|
|||||||
- Less: comprehensive income attributable to non-controlling interests
|
(26,532
|
)
|
(105,137
|
)
|
(39,090
|
)
|
||||||
Comprehensive loss attributable to DryShips Inc.
|
$
|
(220,675
|
)
|
$
|
(48,085
|
)
|
$
|
(2,846,660
|
)
|
Common Stock
|
Series B Convertible Preferred stock
|
Treasury
Stock |
||||||||||||||||||||||||||||||||||||||||||||||
Shares
|
Par
Value
|
Shares
|
Par value
|
Shares
|
Par
Value
|
Additional
Paid-in
Capital
|
Accumulated Other Comprehensive Loss
|
Retained Earnings/(Accumulated Deficit)
|
Total
DryShips Stockholders Equity
|
Non-
controlling interests
|
Total
Equity
|
|||||||||||||||||||||||||||||||||||||
BALANCE, January 1, 2013
|
16,990,483
|
$
|
170
|
—
|
$
|
—
|
(440,000
|
)
|
$
|
(4
|
)
|
$
|
2,841,496
|
$
|
(9,175
|
)
|
$
|
13,973
|
$
|
2,846,460
|
$
|
1,021,559
|
$
|
3,868,019
|
||||||||||||||||||||||||
- Net income/(loss)
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
(223,093
|
)
|
(223,093
|
)
|
25,065
|
(198,028
|
)
|
|||||||||||||||||||||||||||||||||
- Issuance of common stock
|
275,689
|
3
|
—
|
—
|
—
|
—
|
23,435
|
—
|
—
|
23,438
|
—
|
23,438
|
||||||||||||||||||||||||||||||||||||
- Issuance of non-vested shares
|
40,000
|
-
|
—
|
—
|
—
|
—
|
-
|
—
|
—
|
—
|
—
|
—
|
||||||||||||||||||||||||||||||||||||
- Issuance of treasury stock
|
—
|
—
|
—
|
—
|
(400,000
|
)
|
(4
|
)
|
4
|
—
|
—
|
—
|
—
|
—
|
||||||||||||||||||||||||||||||||||
- Issuance of subsidiary shares to non-controlling interest
|
—
|
—
|
—
|
—
|
—
|
—
|
(46,237
|
)
|
695
|
—
|
(45,542
|
)
|
168,502
|
122,960
|
||||||||||||||||||||||||||||||||||
- Other comprehensive income
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
2,418
|
—
|
2,418
|
1,467
|
3,885
|
||||||||||||||||||||||||||||||||||||
- Amortization of stock based compensation
|
—
|
—
|
—
|
—
|
—
|
—
|
9,955
|
—
|
—
|
9,955
|
1,469
|
11,424
|
||||||||||||||||||||||||||||||||||||
BALANCE December 31, 2013
|
17,306,172
|
$
|
173
|
—
|
$
|
—
|
(840,000
|
)
|
$
|
(8
|
)
|
$
|
2,828,653
|
$
|
(6,062
|
)
|
$
|
(209,120
|
)
|
$
|
2,613,636
|
$
|
1,218,062
|
$
|
3,831,698
|
|||||||||||||||||||||||
- Net income/(loss)
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
(47,512
|
)
|
(47,512
|
)
|
105,532
|
58,020
|
||||||||||||||||||||||||||||||||||
- Issuance of common stock
|
10,888,394
|
109
|
—
|
—
|
—
|
—
|
422,266
|
—
|
—
|
422,375
|
—
|
422,375
|
||||||||||||||||||||||||||||||||||||
- Issuance of non vested shares
|
48,000
|
-
|
—
|
—
|
—
|
—
|
-
|
—
|
—
|
—
|
—
|
—
|
||||||||||||||||||||||||||||||||||||
- Issuance of treasury stock
|
—
|
—
|
—
|
—
|
(604,000
|
)
|
(6
|
)
|
6
|
—
|
—
|
—
|
—
|
—
|
||||||||||||||||||||||||||||||||||
- Issuance of subsidiary shares to non-controlling interest
|
—
|
—
|
—
|
—
|
—
|
—
|
(4,758
|
)
|
13
|
—
|
(4,745
|
)
|
3,478
|
(1,267
|
)
|
|||||||||||||||||||||||||||||||||
- Other comprehensive income
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
(573
|
)
|
—
|
(573
|
)
|
(395
|
)
|
(968
|
)
|
||||||||||||||||||||||||||||||||
- Amortization of stock based compensation
|
—
|
—
|
—
|
—
|
—
|
—
|
9,640
|
—
|
—
|
9,640
|
1,453
|
11,093
|
||||||||||||||||||||||||||||||||||||
-Dividends paid
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
(30,563
|
)
|
(30,563
|
)
|
Common Stock
|
Series B Convertible Preferred stock
|
Treasury
Stock |
||||||||||||||||||||||||||||||||||||||||||||||
Shares
|
Par
Value
|
Shares
|
Par
Value
|
Shares
|
Par
Value
|
Additional
Paid-in
Capital
|
Accumulated
Other
Comprehensive
Loss
|
Retained
Earnings/
(Accumulated Deficit)
|
Total
DryShips
Stockholders
Equity
|
Non
controlling
interests
|
Total
equity
|
|||||||||||||||||||||||||||||||||||||
BALANCE December 31, 2014
|
28,242,566
|
$
|
282
|
—
|
$
|
—
|
(1,444,000
|
)
|
$
|
(14
|
)
|
$
|
3,255,807
|
$
|
(6,622
|
)
|
$
|
(256,632
|
)
|
$
|
2,992,821
|
$
|
1,297,567
|
$
|
4,290,388
|
|||||||||||||||||||||||
- Net income/(loss)
|
—
|
—
|
—
|
—
|
—
|
—
|
(2,847,061
|
)
|
(2,847,061
|
)
|
38,975
|
(2,808,086
|
)
|
|||||||||||||||||||||||||||||||||||
- Issuance of common stock
|
—
|
—
|
—
|
—
|
—
|
—
|
(228
|
)
|
—
|
—
|
(228
|
)
|
—
|
(228
|
)
|
|||||||||||||||||||||||||||||||||
- Issuance of preferred stock
|
—
|
—
|
4,000,000
|
40
|
—
|
—
|
9,960
|
—
|
—
|
10,000
|
10,000
|
|||||||||||||||||||||||||||||||||||||
- Issuance of non-vested shares
|
84,000
|
1
|
—
|
—
|
—
|
—
|
(1
|
)
|
—
|
—
|
—
|
—
|
—
|
|||||||||||||||||||||||||||||||||||
- Conversion of common stock to treasury stock
|
—
|
—
|
—
|
—
|
(720
|
)
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
|||||||||||||||||||||||||||||||||||
- Issuance of subsidiary shares to non-controlling interest
|
—
|
—
|
—
|
—
|
—
|
—
|
(49,444
|
)
|
169
|
—
|
(49,275
|
)
|
50,541
|
1,266
|
||||||||||||||||||||||||||||||||||
-Acquisition of Nautilus Offshore Services Inc.
|
—
|
—
|
—
|
—
|
—
|
—
|
222
|
—
|
(276
|
)
|
(54
|
)
|
54
|
-
|
||||||||||||||||||||||||||||||||||
- Other comprehensive income
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
401
|
—
|
401
|
115
|
516
|
||||||||||||||||||||||||||||||||||||
- Amortization of stock based compensation
|
—
|
—
|
—
|
—
|
—
|
—
|
8,523
|
—
|
—
|
8,523
|
841
|
9,364
|
||||||||||||||||||||||||||||||||||||
-Deconsolidation of Ocean Rig
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
6,285
|
—
|
6,285
|
(1,367,567
|
)
|
(1,361,282
|
)
|
||||||||||||||||||||||||||||||||||
-Dividends paid
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
(20,526
|
)
|
(20,526
|
)
|
||||||||||||||||||||||||||||||||||
Balance December 31, 2015
|
28,326,566
|
$
|
283
|
4,000,000
|
40
|
(1,444,720
|
)
|
$
|
(14
|
)
|
$
|
3,224,839
|
$
|
233
|
$
|
(3,103,969
|
)
|
$
|
121,412
|
$
|
—
|
$
|
121,412
|
Year ended December 31,
|
||||||||||||
2013
|
2014
|
2015
|
||||||||||
Cash Flows from Operating Activities:
|
||||||||||||
Net income/(loss)
|
$
|
(198,028
|
)
|
$
|
58,020
|
$
|
(2,808,086
|
)
|
||||
Adjustments to reconcile net loss to net cash provided by operating activities:
|
||||||||||||
Depreciation and amortization
|
357,372
|
449,792
|
227,652
|
|||||||||
Amortization and write off of deferred financing fees
|
48,980
|
53,063
|
26,712
|
|||||||||
Amortization of convertible senior notes debt discount
|
43,769
|
45,261
|
-
|
|||||||||
Amortization of fair value of acquired time charters and drilling contracts
|
10,759
|
7,443
|
2,840
|
|||||||||
Impairment loss and loss from sale of vessels and vessel owning companies
|
43,490
|
38,148
|
1,057,116
|
|||||||||
Loss on contract cancellation
|
-
|
1,307
|
-
|
|||||||||
Net proceeds from sale in ownerships of subsidiary
|
-
|
-
|
1,266
|
|||||||||
Equity in net losses of affiliated company
|
-
|
-
|
349,872
|
|||||||||
Loss on change of control
|
-
|
-
|
1,347,106
|
|||||||||
Forfeiture of advances for vessel acquisitions
|
-
|
13,933
|
-
|
|||||||||
Amortization of stock based compensation
|
11,424
|
11,093
|
7,806
|
|||||||||
Change in fair value of derivatives
|
(88,859
|
)
|
(29,304
|
)
|
(10,848
|
)
|
||||||
Amortization of free lubricants benefit
|
(12
|
)
|
-
|
-
|
||||||||
Changes in operating assets and liabilities:
|
||||||||||||
Trade accounts receivable
|
(147,936
|
)
|
(82,667
|
)
|
(12,997
|
)
|
||||||
Due from related parties
|
1,663
|
12,089
|
19,141
|
|||||||||
Other current and non-current assets
|
(33,164
|
)
|
38,219
|
54,448
|
||||||||
Accounts payable and other current and non-current liabilities
|
9,705
|
(25,489
|
)
|
(25,263
|
)
|
|||||||
Accrued liabilities
|
55,509
|
(41,436
|
)
|
(39,590
|
)
|
|||||||
Due to related parties
|
(4,139
|
)
|
819
|
(10,261
|
)
|
|||||||
Deferred revenue
|
135,447
|
(75,183
|
)
|
28,833
|
||||||||
Net Cash Provided by Operating Activities
|
245,980
|
475,108
|
215,747
|
|||||||||
Cash Flows from Investing Activities:
|
||||||||||||
Cash decrease due to deconsolidation of Ocean Rig
|
-
|
-
|
(621,615
|
)
|
||||||||
Acquisition of Nautilus, net of cash acquired
|
-
|
-
|
(78,203
|
)
|
||||||||
Short term investments
|
(442
|
)
|
368
|
74
|
||||||||
Fixed assets additions
|
(1,468,226
|
)
|
(806,561
|
)
|
(505,670
|
)
|
||||||
Net proceeds from sale of vessels and vessel owning companies
|
-
|
-
|
673,850
|
|||||||||
Decrease in restricted cash
|
234,338
|
51,476
|
65,866
|
|||||||||
Net Cash Used in Investing Activities
|
(1,234,330
|
)
|
(754,717
|
)
|
(465,698
|
)
|
Year ended December 31,
|
||||||||||||
2013
|
2014
|
2015
|
||||||||||
Cash Flows from Financing Activities:
|
||||||||||||
Proceeds from short and long-term credit facilities, term loans and senior notes
|
$
|
2,982,576
|
$
|
2,617,100
|
$
|
492,000
|
||||||
Principal payments and repayments of long-term debt and senior notes
|
(1,803,366
|
)
|
(2,008,826
|
)
|
(782,366
|
)
|
||||||
Payments of convertible notes
|
-
|
(700,000
|
)
|
-
|
||||||||
Net proceeds from common stock issuance
|
23,438
|
421,911
|
-
|
|||||||||
Net proceeds from sale in ownerships of subsidiary
|
122,960
|
-
|
-
|
|||||||||
Dividends paid
|
-
|
(30,563
|
)
|
(20,526
|
)
|
|||||||
Payment of financing costs, net
|
(84,066
|
)
|
(48,913
|
)
|
(5,399
|
)
|
||||||
Net Cash Provided by/(Used in) Financing Activities
|
1,241,542
|
250,709
|
(316,291
|
)
|
||||||||
Net increase/ (decrease) in cash and cash equivalents
|
253,192
|
(28,900
|
)
|
(566,242
|
)
|
|||||||
Cash and cash equivalents at beginning of year
|
341,950
|
595,142
|
566,242
|
|||||||||
Cash and cash equivalents at end of year
|
$
|
595,142
|
$
|
566,242
|
$
|
0
|
||||||
SUPPLEMENTAL CASH FLOW INFORMATION:
|
||||||||||||
Cash paid during the year for:
|
||||||||||||
Interest, net of amount capitalized
|
$
|
171,649
|
$
|
267,554
|
$
|
135,954
|
||||||
Income taxes
|
50,392
|
60,374
|
20,830
|
|||||||||
Non cash financing and investing activities:
|
||||||||||||
Issuance of non-vested shares
|
10
|
12
|
21
|
Year ended December 31,
|
||||||||||||
2013
|
2014
|
2015
|
||||||||||
Customer A - Drilling segment
|
-
|
12
|
%
|
12
|
%
|
|||||||
Customer B - Drilling segment
|
26
|
%
|
15
|
%
|
14
|
%
|
||||||
Customer C - Drilling segment
|
-
|
-
|
11
|
%
|
||||||||
Customer D - Drilling segment
|
-
|
12
|
%
|
10
|
%
|
|||||||
Customer E - Drilling segment
|
11
|
%
|
10
|
%
|
10
|
%
|
||||||
Customer F - Drilling segment
|
14
|
%
|
25
|
%
|
10
|
%
|
(i) | Hedge accounting: At the inception of a hedge relationship, the Company formally designates and documents the hedge relationship to which the Company wishes to apply hedge accounting and the risk management objective and strategy undertaken for the hedge. The documentation includes identification of the hedging instrument, hedged item or transaction, the nature of the risk being hedged and how the entity will assess the hedging instrument's effectiveness in offsetting exposure to changes in the hedged item's cash flows attributable to the hedged risk. Such hedges are expected to be highly effective in achieving offsetting changes in cash flows and are assessed on an ongoing basis to determine whether they actually have been highly effective throughout the financial reporting periods for which they were designated. |
(ii) | Other derivatives: Changes in the fair value of derivative instruments that have not been designated as hedging instruments are reported in current period earnings. |
(i) | Ocean Rig and its subsidiaries (ownership interest as of December 31, 2015, was 40.4%). |
December 31,
|
||||||||
2014
|
2015
|
|||||||
Balance Sheet
|
||||||||
Due from related parties
|
$
|
29,203
|
$
|
20,637
|
||||
Due from related parties (current) - Total
|
29,203
|
20,637
|
||||||
Due to related parties
|
(12,717
|
)
|
(21,828
|
)
|
||||
Due to related parties (current) - Total
|
$
|
(12,717
|
)
|
$
|
(21,828
|
)
|
||
Advances for drilling units under construction for the year
|
$
|
1,546
|
$
|
-
|
||||
Vessels, net for the year
|
530
|
-
|
||||||
Drilling units, machinery and equipment, net for the year
|
2,885
|
-
|
Year ended December 31,
|
||||||||||||
Statement of Operations
|
2013
|
2014
|
2015
|
|||||||||
Voyage Revenues
|
$
|
5,306
|
$
|
44
|
$
|
-
|
||||||
Service Revenues, net
|
10,786
|
16,826
|
7,366
|
|||||||||
Voyage expenses
|
(5,525
|
)
|
(6,758
|
)
|
(4,521
|
)
|
||||||
Gain on sale of assets – commissions
|
(710
|
)
|
-
|
-
|
||||||||
Contract termination fees and other
|
(23,048
|
)
|
-
|
-
|
||||||||
General and administrative expenses
|
(76,152
|
)
|
(85,584
|
)
|
(50,498
|
)
|
||||||
Commissions for assets sold
|
-
|
-
|
(8,133
|
)
|
||||||||
Interest and finance costs
|
-
|
-
|
(3,679
|
)
|
December 31,
|
||||||||
2014
|
2015
|
|||||||
Inventories
|
$
|
20,304
|
$
|
3,531
|
||||
Deferred mobilization expenses
|
66,169
|
-
|
||||||
Prepayments and advances
|
24,856
|
2,305
|
||||||
Insurance claims (Note 15)
|
7,201
|
941
|
||||||
Other
|
3,719
|
542
|
||||||
Other current assets |
$
|
122,249
|
$
|
7,319
|
December 31,
|
||||||||
2014
|
2015
|
|||||||
Balance at beginning of year
|
$
|
679,008
|
$
|
623,984
|
||||
Advances for drilling units under construction and related costs
|
691,755
|
465,650
|
||||||
Cancellation of vessel acquisitions
|
(15,240
|
)
|
-
|
|||||
Drilling units delivered
|
(731,539
|
)
|
(728,393
|
)
|
||||
Deconsolidation of Ocean Rig
|
-
|
(361,241
|
)
|
|||||
Balance at end of year
|
$
|
623,984
|
$
|
-
|
Cost
|
Accumulated
Depreciation
|
Net Book
Value
|
||||||||||
Balance, December 31, 2013
|
$
|
2,872,458
|
(623,371
|
)
|
2,249,087
|
|||||||
Additions
|
54,660
|
-
|
54,660
|
|||||||||
Depreciation
|
-
|
(123,982
|
)
|
(123,982
|
)
|
|||||||
Vessel impairment charge
|
(53,167
|
)
|
15,019
|
(38,148
|
)
|
|||||||
Balance, December 31, 2014
|
2,873,951
|
(732,334
|
)
|
2,141,617
|
||||||||
Acquisition of subsidiary
|
97,100
|
-
|
97,100
|
|||||||||
Vessels transfer to held for sale
|
(208,099
|
)
|
-
|
(208,099
|
)
|
|||||||
Vessels disposals
|
(810,810
|
)
|
-
|
(810,810
|
)
|
|||||||
Impairment loss
|
(1,855,042
|
)
|
803,962
|
(1,051,080
|
)
|
|||||||
Depreciation
|
-
|
(72,300
|
)
|
(72,300
|
)
|
|||||||
Balance, December 31, 2015
|
$
|
97,100
|
$
|
(672
|
)
|
$
|
96,428
|
Total assets
|
||||
Cash and cash equivalents
|
$
|
12
|
||
Restricted cash
|
4,920
|
|||
Accounts receivable trade, net
|
7
|
|||
Due from related parties – TMS Bulkers Ltd. (Note 4)
|
2,492
|
|||
Inventories
|
384
|
|||
Prepayments and advances
|
15
|
|||
Insurance claims
|
97
|
|||
Vessels held for sale
|
208,099
|
|||
Total assets held for sale
|
$
|
216,026
|
Total liabilities
|
||||
Bank debt
|
$
|
103,680
|
||
Accounts payable
|
1
|
|||
Accrued liabilities
|
271
|
|||
Deferred revenues
|
414
|
|||
Total liabilities held for sale
|
$
|
104,366
|
Cost
|
Accumulated
Depreciation
|
Net Book
Value
|
||||||||||
Balance, December 31, 2013
|
$
|
6,637,843
|
$
|
(809,612
|
)
|
$
|
5,828,231
|
|||||
Additions
|
755,330
|
-
|
755,330
|
|||||||||
Depreciation
|
-
|
(323,814
|
)
|
(323,814
|
)
|
|||||||
Balance, December 31, 2014
|
$
|
7,393,173
|
$
|
(1,133,426
|
)
|
$
|
6,259,747
|
|||||
Additions
|
806,353
|
-
|
806,353
|
|||||||||
Depreciation
|
-
|
(154,481
|
)
|
(154,481
|
)
|
|||||||
Deconsolidation of Ocean Rig
|
(8,199,526
|
)
|
1,287,907
|
(6,911,619
|
)
|
|||||||
Balance December 31, 2015
|
$
|
-
|
$
|
-
|
$
|
-
|
Assets:
|
||||
Current assets
|
$
|
22,609
|
||
Vessels
|
97,100
|
|||
Goodwill
|
7,002
|
|||
Above-market acquired time charters
|
12,474
|
|||
Other non-current assets
|
5,562
|
|||
Total assets acquired
|
144,747
|
|||
Liabilities:
|
||||
Total current liabilities
|
12,691
|
|||
Total non-current liabilities
|
39,988
|
|||
Total liabilities assumed
|
52,679
|
|||
|
||||
Fair value of non – controlling interests
|
1,500
|
|||
Net assets acquired
|
$
|
90,568
|
||
Consideration paid
|
87,000
|
|||
Working capital adjustment
|
3,568
|
|||
Total consideration
|
90,568
|
Amortization Schedule
|
||||||||||||||||
Amount
Acquired |
Amortization
as of December 31, 2015 |
2016
|
2017
|
|||||||||||||
Above-market acquired time charters
|
$
|
12,474
|
$
|
1,467
|
$
|
7,670
|
$
|
3,337
|
|
December 31,
|
|||||||
|
2014
|
2015
|
||||||
Pro forma revenues
|
$
|
2,233,015
|
$
|
1,011,674
|
||||
Pro forma operating income/(loss)
|
554,870
|
(866,317
|
)
|
|||||
Pro forma net loss
|
(38,874
|
)
|
(2,838,322
|
)
|
||||
Pro forma per share amounts:
|
||||||||
Basic net loss per share
|
$
|
(2.13
|
)
|
$
|
(106.71
|
)
|
December 31,
|
||||||||
2014
|
2015
|
|||||||
Security deposits for derivatives
|
$
|
550
|
$
|
727
|
||||
Deferred operating expenses
|
43,327
|
-
|
||||||
Prepaid investments
|
57,910
|
-
|
||||||
Intangible assets, net
|
4,732
|
-
|
||||||
$
|
106,519
|
$
|
727
|
Entity
|
Participation % December 31, 2015
|
|||
Ocean Rig
|
40.4
|
%
|
December 31, 2015
|
||||
Current assets
|
$
|
1,252,169
|
||
Non-current assets
|
6,782,118
|
|||
Current liabilities
|
400,207
|
|||
Non-current liabilities
|
$
|
4,343,991
|
||
Year ended December 31, 2015
|
||||
Revenues
|
$
|
1,748,200
|
||
Net income
|
$
|
95,339
|
December 31,
|
||||||||
2014
|
2015
|
|||||||
6.5% Drill Rigs Senior Secured Notes
|
$
|
800,000
|
$
|
-
|
||||
7.25% Ocean Rig Senior Unsecured Notes
|
500,000
|
-
|
||||||
Secured Credit Facilities- Drybulk Segment
|
685,410
|
218,185
|
||||||
Secured Credit Facilities- Tanker Segment
|
277,913
|
-
|
||||||
Secured Bridge Credit Facility
|
200,000
|
-
|
||||||
$1.9 billion Secured Term Loan B Facility - Drilling Segment
|
1,876,250
|
-
|
||||||
$1.3 billion Senior Secured Term Loan B Facility – Drilling Segment
|
1,296,750
|
-
|
||||||
Less: Deferred financing costs
|
(118,710
|
)
|
(636
|
)
|
||||
Total debt
|
5,517,613
|
217,549
|
||||||
Less: Current portion
|
(1,165,021
|
)
|
(217,549
|
)
|
||||
Long-term portion
|
$
|
4,352,592
|
$
|
-
|
Loan
|
Loan agreement date
|
Original Amount
|
December 31, 2014
|
New Loans
|
Repayments/Transfers
|
Deconsolidation of
Ocean Rig
|
December 31, 2015
|
||||||||||||||||||
Secured Credit Facility
|
October 2, 2007
|
$
|
35,000
|
$
|
12,800
|
-
|
(12,800
|
)
|
-
|
$
|
-
|
||||||||||||||
Secured Credit Facility
|
October 5, 2007
|
90,000
|
53,000
|
-
|
(9,300
|
)
|
-
|
43,700
|
|||||||||||||||||
Secured Credit Facility
|
June 20, 2008
|
103,200
|
21,250
|
-
|
(3,000
|
)
|
-
|
18,250
|
|||||||||||||||||
Secured Credit Facility
|
May 13, 2008
|
125,000
|
15,706
|
-
|
(15,706
|
)
|
-
|
-
|
|||||||||||||||||
Secured Credit Facility
|
May 5, 2008
|
90,000
|
30,000
|
-
|
(30,000
|
)
|
-
|
-
|
|||||||||||||||||
Secured Credit Facility
|
November 16, 2007
|
47,000
|
14,000
|
-
|
(1,500
|
)
|
-
|
12,500
|
|||||||||||||||||
Secured Credit Facility
|
July 23, 2008
|
126,400
|
42,625
|
-
|
(42,625
|
)
|
-
|
-
|
|||||||||||||||||
Secured Credit Facility
|
March 13, 2008
|
130,000
|
28,905
|
-
|
(1,338
|
)
|
-
|
27,567
|
|||||||||||||||||
Secured Credit Facility
|
February 7, 2011
|
70,000
|
52,500
|
-
|
(52,500
|
)
|
-
|
-
|
|||||||||||||||||
Secured Credit Facility
|
April 20, 2011
|
32,313
|
24,773
|
-
|
(24,773
|
)
|
-
|
-
|
|||||||||||||||||
Secured Credit Facility
|
October 26, 2011
|
141,350
|
112,390
|
-
|
(112,390
|
)
|
-
|
-
|
|||||||||||||||||
Secured Credit Facility
|
October 24, 2012
|
107,669
|
88,249
|
-
|
(88,249
|
)
|
-
|
||||||||||||||||||
Term Loan B Facility
|
July 12, 2013
|
1,900,000
|
1,876,250
|
-
|
(9,500
|
)
|
(1,866,750
|
)
|
-
|
||||||||||||||||
Term Loan B Facility
|
July 25, 2014
|
1,300,000
|
1,296,750
|
-
|
(6,500
|
)
|
(1,290,250
|
)
|
-
|
||||||||||||||||
Secured Term Loan Facility
|
February 13, 2015
|
475,000
|
-
|
462,000
|
(9,726
|
)
|
(452,274
|
)
|
-
|
||||||||||||||||
Secured Credit Facility
|
March 31, 2006
|
753,637
|
174,406
|
-
|
(72,834
|
)
|
-
|
101,572
|
|||||||||||||||||
Secured Credit Facility
|
March 19, 2012
|
19,065
|
15,789
|
-
|
(1,193
|
)
|
-
|
14,596
|
|||||||||||||||||
Secured Credit Facility
|
February 14, 2012
|
122,580
|
109,830
|
-
|
(109,830
|
)
|
-
|
-
|
|||||||||||||||||
Secured Bridge Credit Facility
|
November 14, 2014
|
200,000
|
200,000
|
-
|
(200,000
|
)
|
-
|
-
|
|||||||||||||||||
Senior Secured Credit Facility
|
October 29, 2014
|
167,100
|
167,100
|
-
|
(167,100
|
)
|
-
|
-
|
|||||||||||||||||
Secured Credit Facility
|
July 29, 2013
|
23,000
|
-
|
17,825
|
(17,825
|
)
|
-
|
-
|
|||||||||||||||||
Secured Credit Facility
|
November 23, 2012
|
38,220
|
-
|
27,710
|
(27,710
|
)
|
-
|
-
|
|||||||||||||||||
6.5% Drill Rigs Senior Secured Notes
|
September 20, 2012
|
800,000
|
800,000
|
-
|
-
|
(800,000
|
)
|
-
|
|||||||||||||||||
7.25% Ocean Rig's Senior Unsecured Notes
|
March 26, 2014
|
500,000
|
500,000
|
-
|
-
|
(500,000
|
)
|
-
|
|||||||||||||||||
$
|
5,636,323
|
507,535
|
(1,016,399
|
)
|
(4,909,274
|
)
|
$
|
218,185
|
2016
|
$
|
218,185
|
||
Total principal payments
|
218,185
|
|||
Less: Financing fees
|
(636
|
)
|
||
Total debt
|
$
|
217,549
|
Asset Derivatives
|
Liability Derivatives
|
||||||||||||||||||
Derivatives not designated as hedging
instruments
|
Balance Sheet
Location
|
December 31,
2014
Fair value
|
December 31,
2015
Fair value
|
Balance Sheet
Location
|
December 31,
2014
Fair value
|
December 31,
2015
Fair value
|
|||||||||||||
Interest rate swaps
|
Financial instruments-current assets
|
$
|
-
|
$
|
-
|
Financial instruments- current liabilities
|
$
|
30,447
|
$
|
2,604
|
|||||||||
Interest rate swaps
|
Financial instruments- non-current assets
|
11,086
|
411
|
Financial instruments- non-current liabilities
|
10,420
|
-
|
|||||||||||||
Total derivatives not designated as hedging instruments
|
$
|
11,086
|
$
|
411
|
$
|
40,867
|
$
|
2,604
|
|||||||||||
Total derivatives
|
$
|
11,086
|
$
|
411
|
Total derivatives
|
$
|
40,867
|
$
|
2,604
|
Amount of Gain/(Loss)
|
|||||||||||||
Derivatives not designated as hedging instruments
|
Location of Gain or (Loss) Recognized
|
Year Ended
December 31,
2013
|
Year Ended
December 31,
2014
|
Year Ended
December 31,
2015
|
|||||||||
Interest rate swaps
|
Gain/(Loss) on interest rate swaps
|
$
|
8,373
|
$
|
(15,528
|
)
|
$
|
(11,601
|
)
|
||||
Total
|
$
|
8,373
|
$
|
(15,528
|
)
|
$
|
(11,601
|
)
|
December 31,
2014
|
Quoted Prices
in Active
Markets for
Identical
Assets/
Liabilities
(Level 1)
|
Significant Other
Observable
Inputs
(Level 2)
|
Unobservable
Inputs
(Level 3)
|
|||||||||||||
Recurring measurements:
|
||||||||||||||||
Interest rate swaps - asset position
|
$
|
11,086
|
$
|
-
|
$
|
11,086
|
$
|
-
|
||||||||
Interest rate swaps - liability position
|
$
|
(40,867
|
)
|
$
|
-
|
$
|
(40,867
|
)
|
$
|
-
|
||||||
Total
|
$
|
(29,781
|
$
|
-
|
$
|
(29,781
|
)
|
$
|
-
|
December 31,
2015
|
Quoted Prices
in Active
Markets for
Identical
Assets/
Liabilities
(Level 1)
|
Significant Other
Observable
Inputs
(Level 2)
|
Unobservable
Inputs
(Level 3)
|
|||||||||||||
Recurring measurements:
|
||||||||||||||||
Interest rate swaps - asset position
|
$
|
411
|
$
|
-
|
$
|
411
|
$
|
-
|
||||||||
Interest rate swaps - liability position
|
$
|
(2,604
|
)
|
$
|
-
|
$
|
(2,604
|
)
|
$
|
-
|
||||||
Total
|
$
|
(2,193
|
)
|
$
|
-
|
$
|
(2,193
|
)
|
$
|
-
|
||||||
Quoted Prices
in Active
Markets for
Identical
Assets/
Liabilities
(Level 1)
|
Significant
Other
Observable
Inputs
(Level 2)
|
Unobservable
Inputs
(Level 3)
|
||||||||||
Non-Recurring measurements:
|
||||||||||||
Long-lived assets held and used
|
$
|
-
|
$
|
10,500
|
$
|
-
|
||||||
Total
|
$
|
-
|
$
|
10,500
|
$
|
-
|
||||||
Quoted Prices
in Active
Markets for
Identical
Assets/
Liabilities
(Level 1)
|
Significant
Other
Observable
Inputs
(Level 2)
|
Unobservable
Inputs
(Level 3)
|
||||||||||
Non-Recurring measurements:
|
||||||||||||
Investment in affiliate (Note 10)
|
$
|
514,047
|
$
|
-
|
$
|
-
|
||||||
Vessels held for sale
|
-
|
208,099
|
-
|
|||||||||
Total
|
$
|
514,047
|
$
|
208,099
|
$
|
-
|
||||||
Year Ended December 31,
|
||||||||||||
2013
|
2014
|
2015
|
||||||||||
Net loss attributable to Dryships Inc.
|
$
|
(223,093
|
)
|
$
|
(47,512
|
)
|
$
|
(2,847,061
|
)
|
|||
Transfers to the non-controlling interest:
|
||||||||||||
Decrease in Dryships Inc. equity for reduction in subsidiary ownership
|
(45,542
|
)
|
(4,758
|
)
|
(49,444
|
)
|
||||||
Net transfers to the non-controlling interest
|
(45,542
|
)
|
(4,758
|
)
|
(49,444
|
)
|
||||||
Net loss attributable to Dryships Inc. and transfers to/from the non-controlling interest
|
$
|
(268,635
|
)
|
$
|
(52,270
|
)
|
$
|
(2,896,505
|
)
|
Number of
non
vested shares
|
Weighted average grant
date fair value per
non vested shares
|
|||||||
Balance December 31, 2012
|
240,200
|
$
|
5.50
|
|||||
Granted
|
40,000
|
2.01
|
||||||
Vested
|
(53,533
|
)
|
4.63
|
|||||
Balance December 31, 2013
|
226,667
|
$
|
5.09
|
|||||
Granted
|
132,000
|
1.87
|
||||||
Vested
|
(69,333
|
)
|
4.31
|
|||||
Balance December 31, 2014
|
289,334
|
$
|
3.81
|
|||||
Vested
|
(97,333
|
)
|
3.38
|
|||||
Balance December 31, 2015
|
192,001
|
$
|
4.02
|
Number of
vested shares
|
Weighted average grant
date fair value per
vested shares
|
|||||||
As at December 31, 2012
|
343,921
|
$
|
13.91
|
|||||
Granted and vested
|
13,333
|
2.01
|
||||||
Non vested shares granted in prior years and vested 2013
|
40,200
|
5.50
|
||||||
As at December 31, 2013
|
397,454
|
$
|
12.66
|
|||||
Granted and vested
|
16,000
|
3.26
|
||||||
Non vested shares granted in prior years and vested 2014
|
53,333
|
4.63
|
||||||
As at December 31, 2014
|
466,787
|
$
|
11.42
|
|||||
Non vested shares granted in prior years and vested 2015
|
97,333
|
3.38
|
||||||
As at December 31, 2015
|
564,120
|
$
|
10.03
|
Year ended December 31,
|
||||||||||||||||||||||||
2014
|
2015
|
|||||||||||||||||||||||
Attributable
to Dryships
|
Attributable
to non
controlling
interest
|
Total
|
Attributable
to Dryships
|
Attributable
to non
controlling
interest
|
Total
|
|||||||||||||||||||
Cash flows hedges realized gain/(loss)
|
$
|
(8,570
|
)
|
$
|
(5,878
|
)
|
$
|
(14,448
|
)
|
$
|
225
|
$
|
-
|
$
|
225
|
|||||||||
Actuarial pension gain
|
1,948
|
1,336
|
3,284
|
8
|
-
|
8
|
||||||||||||||||||
Total
|
$
|
(6,622
|
)
|
$
|
(4,542
|
)
|
$
|
(11,164
|
)
|
$
|
233
|
$
|
-
|
$
|
233
|
Year ended December 31,
|
||||||||||||
2013
|
2014
|
2015
|
||||||||||
Interest incurred on long-term debt
|
$
|
251,596
|
$
|
317,445
|
$
|
150,061
|
||||||
Interest, amortization and write off of financing fees on loan from affiliate
|
-
|
-
|
3,642
|
|||||||||
Amortization and write-off of financing fees
|
46,006
|
50,551
|
23,834
|
|||||||||
Discount on receivable from drilling contract
|
-
|
-
|
4,048
|
|||||||||
Amortization of convertible notes discount
|
43,769
|
45,261
|
-
|
|||||||||
Amortization of share lending agreement-note issuance costs
|
2,974
|
2,733
|
-
|
|||||||||
Commissions, commitment fees and other financial expenses
|
57,498
|
34,256
|
2,607
|
|||||||||
Capitalized interest
|
(69,714
|
)
|
(39,225
|
)
|
(12,060
|
)
|
||||||
Total
|
$
|
332,129
|
$
|
411,021
|
$
|
172,132
|
Drybulk Segment
|
Offshore Support Segment
|
Drilling Segment
|
Tanker Segment
|
TOTAL
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2013
|
2014
|
2015
|
2013
|
2014
|
2015
|
2013
|
2014
|
2015
|
2013
|
2014
|
2015
|
2013
|
2014
|
2015
|
||||||||||||||||||||||||||||||||||||||||||||||
Revenues
|
$
|
191,024
|
$
|
205,630
|
$
|
115,598
|
$
|
-
|
$
|
-
|
$
|
8,118
|
$
|
1,180,250
|
$
|
1,817,077
|
$
|
725,805
|
$
|
120,740
|
$
|
162,817
|
$
|
120,304
|
$
|
1,492,014
|
$
|
2,185,524
|
$
|
969,825
|
||||||||||||||||||||||||||||||
Vessels and drilling units operating expenses
|
78,594
|
90,376
|
87,704
|
-
|
-
|
3,977
|
504,957
|
727,832
|
259,623
|
26,214
|
26,052
|
19,770
|
609,765
|
844,260
|
371,074
|
|||||||||||||||||||||||||||||||||||||||||||||
Depreciation and amortization
|
96,624
|
99,631
|
65,607
|
-
|
-
|
672
|
236,689
|
325,744
|
155,352
|
24,059
|
24,417
|
6,021
|
357,372
|
449,792
|
227,652
|
|||||||||||||||||||||||||||||||||||||||||||||
Contract termination fees and other
|
32,283
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
1,010
|
-
|
-
|
33,293
|
-
|
-
|
|||||||||||||||||||||||||||||||||||||||||||||
Loss on contract cancellation
|
-
|
1,307
|
28,241
|
- | - | - | - |
-
|
- |
-
|
- | - |
-
|
1,307
|
28,241
|
|||||||||||||||||||||||||||||||||||||||||||||
Impairment loss and loss from sale of vessels and vessel owning companies
|
43,490
|
38,148
|
1,000,485
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
56,631
|
43,490
|
38,148
|
1,057,116
|
|||||||||||||||||||||||||||||||||||||||||||||
General and administrative expenses
|
44,819
|
48,441
|
44,519
|
-
|
-
|
2,858
|
126,868
|
131,745
|
46,989
|
13,035
|
13,500
|
10,546
|
184,722
|
193,686
|
104,912
|
|||||||||||||||||||||||||||||||||||||||||||||
Gain/(loss) on interest rate swaps
|
(1,226
|
)
|
(1,142
|
)
|
(567
|
)
|
-
|
-
|
-
|
8,616
|
(12,671
|
)
|
(9,588
|
)
|
983
|
(1,715
|
)
|
(1,446
|
)
|
8,373
|
(15,528
|
)
|
(11,601
|
)
|
||||||||||||||||||||||||||||||||||||
Gain/(loss) on FFA's
|
(31,362
|
)
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
31,362
|
-
|
-
|
-
|
-
|
-
|
||||||||||||||||||||||||||||||||||||||||||||
Income taxes
|
-
|
-
|
-
|
-
|
-
|
(188
|
)
|
(44,591
|
)
|
(77,823
|
)
|
(36,931
|
)
|
-
|
-
|
-
|
(44,591
|
)
|
(77,823
|
)
|
(37,119
|
)
|
||||||||||||||||||||||||||||||||||||||
Net income/(loss)
|
(265,399
|
)
|
(206,303
|
)
|
(1,180,056
|
)
|
-
|
-
|
(2,711
|
)
|
64,287
|
259,654
|
(1,601,451
|
)
|
3,084
|
4,669
|
(23,868
|
)
|
(198,028
|
)
|
58,020
|
(2,808,086
|
)
|
|||||||||||||||||||||||||||||||||||||
Net income/(loss) attributable to Dryships Inc.
|
(265,399
|
)
|
(206,303
|
)
|
(1,180,056
|
)
|
-
|
-
|
(2,657
|
)
|
39,222
|
154,122
|
(1,640,480
|
)
|
3,084
|
4,669
|
(23,868
|
)
|
(223,093
|
)
|
(47,512
|
)
|
(2,847,061
|
)
|
||||||||||||||||||||||||||||||||||||
Interest and finance cost
|
(102,656
|
)
|
(102,806
|
)
|
(45,321
|
)
|
-
|
-
|
(105
|
)
|
(218,384
|
)
|
(298,839
|
)
|
(123,463
|
)
|
(11,089
|
)
|
(10,540
|
)
|
(8,766
|
)
|
(332,129
|
)
|
(412,185
|
)
|
(177,655
|
)
|
||||||||||||||||||||||||||||||||
Interest income
|
2,900
|
1,074
|
76
|
-
|
-
|
2
|
9,595
|
12,227
|
5,954
|
3
|
9
|
18
|
12,498
|
13,310
|
6,050
|
|||||||||||||||||||||||||||||||||||||||||||||
Change in fair value of derivatives (gain)/loss
|
(42,125
|
)
|
(21,069
|
)
|
(10,768
|
)
|
-
|
-
|
(6
|
)
|
(44,383
|
)
|
(15,909
|
)
|
349
|
(2,351
|
)
|
7,674
|
(423
|
)
|
(88,859
|
)
|
(29,304
|
)
|
(10,848
|
)
|
||||||||||||||||||||||||||||||||||
Total assets
|
$
|
1,777,176
|
$
|
1,731,295
|
$
|
342,287
|
$
|
-
|
$
|
-
|
$
|
131,124
|
$
|
7,674,674
|
$
|
8,095,212
|
$
|
-
|
$
|
671,842
|
$
|
650,082
|
$
|
2,641
|
$
|
10,123,692
|
$
|
10,476,589
|
$
|
476,052
|
December 31, 2014
|
December 31, 2015
|
|||||||
Interest and finance costs
|
||||||||
Interest for reportable segments
|
412,185
|
177,655
|
||||||
Elimination of intersegment interest
|
(1,164
|
)
|
(5,523
|
)
|
||||
Total consolidated Interest and finance costs
|
$
|
411,021
|
$
|
172,132
|
Interest income
|
||||||||
Interest for reportable segments
|
13,310
|
6,050
|
||||||
Elimination of intersegment interest
|
(1,164
|
)
|
(5,523
|
)
|
||||
Total consolidated Interest income
|
12,146
|
527
|
||||||
Total Assets
|
||||||||
Total Assets for reportable segments
|
10,476,589
|
476,052
|
||||||
Elimination of intersegment receivables
|
(117,219
|
)
|
-
|
|||||
Total consolidated Assets
|
10,359,370
|
476,052
|
For the years ended December 31,
|
||||||||||||
Country
|
2013
|
2014
|
2015
|
|||||||||
Congo
|
$
|
-
|
$
|
-
|
$
|
31,807
|
||||||
Norway
|
157,740
|
220,044
|
101,584
|
|||||||||
Brazil
|
353,397
|
581,635
|
253,283
|
|||||||||
Ivory Coast
|
86,486
|
97,232
|
12,065
|
|||||||||
Tanzania
|
72,083
|
-
|
-
|
|||||||||
Angola
|
227,603
|
807,742
|
275,410
|
|||||||||
Falkland
|
-
|
-
|
51,656
|
|||||||||
Gabon/ West Africa
|
81,104
|
110,424
|
-
|
|||||||||
Liberia
|
55,601
|
-
|
-
|
|||||||||
Ireland
|
104,014
|
-
|
-
|
|||||||||
Sierra Leone
|
37,272
|
-
|
-
|
|||||||||
Other
|
4,950
|
-
|
-
|
|||||||||
Total leasing and service revenues
|
$
|
1,180,250
|
$
|
1,817,077
|
$
|
725,805
|
For the years ended December 31,
|
||||||||||||||||||||||||||||||||||||
2013
|
2014
|
2015
|
||||||||||||||||||||||||||||||||||
Income
(numerator)
|
Weighted-
average
number of
outstanding
shares
(denominator)
|
Amount
per share
|
Income
(numerator)
|
Weighted-
average
number of
outstanding
share
(denominator)
|
Amount
per share
|
Income
(numerator)
|
Weighted-
average
number of
outstanding
shares
(denominator)
|
Amount
per share
|
||||||||||||||||||||||||||||
Net income/(loss) attributable to DryShips Inc.
|
$
|
(223,093
|
)
|
-
|
$
|
-
|
$
|
(47,512
|
)
|
-
|
$
|
-
|
$
|
(2,847,061
|
)
|
-
|
$
|
-
|
||||||||||||||||||
-Less: Non-vested common stock dividends declared and undistributed earnings
|
(56
|
)
|
-
|
-
|
(697
|
)
|
-
|
-
|
(570
|
)
|
-
|
-
|
||||||||||||||||||||||||
Basic EPS
|
||||||||||||||||||||||||||||||||||||
Income/(loss) available to common stockholders
|
$
|
(223,149
|
)
|
15,362,532
|
$
|
(14.53
|
)
|
$
|
(48,209
|
)
|
18,241,265
|
$
|
(2.64
|
)
|
$
|
(2,847,631
|
)
|
26,598,361
|
$
|
(107.06
|
)
|
|||||||||||||||
Dilutive effect of securities
|
||||||||||||||||||||||||||||||||||||
Diluted EPS
|
||||||||||||||||||||||||||||||||||||
Income/(loss) available to common stockholders
|
$
|
(223,149
|
)
|
15,362,532
|
$
|
(14.53
|
)
|
$
|
(48,209
|
)
|
18,241,265
|
$
|
(2.64
|
)
|
$
|
(2,847,631
|
)
|
26,598,361
|
$
|
(107.06
|
)
|
Year ended December 31,
|
||||||||||||
2013
|
2014
|
2015
|
||||||||||
Domestic income / (loss) (Republic of the Marshall Islands)
|
$
|
(66,604
|
)
|
$
|
(161,913
|
)
|
$
|
90,181
|
||||
Foreign income
|
174,518
|
499,539
|
42,277
|
|||||||||
Total income before taxes
|
$
|
107,914
|
$
|
337,626
|
$
|
132,458
|
Year ended December 31,
|
||||||||||||
2013
|
2014
|
2015
|
||||||||||
Current Tax expense
|
$
|
44,591
|
$
|
77,823
|
$
|
37,119
|
||||||
Income taxes
|
$
|
44,591
|
$
|
77,823
|
$
|
37,119
|
||||||
Effective tax rate
|
41.3
|
%
|
23.1
|
%
|
28.0
|
%
|
Year Ended December 31,
|
||||||||||||
Reconciliation of total tax expense:
|
2013
|
2014
|
2015
|
|||||||||
Differences in tax rates
|
$
|
89
|
$
|
-
|
$
|
-
|
||||||
Adjustments in respect to current income tax of previous years
|
683
|
-
|
-
|
|||||||||
Tax rate on interest
|
742
|
-
|
-
|
|||||||||
Effect of exchange rate differences
|
7
|
-
|
-
|
|||||||||
Income tax
|
43,070
|
70,441
|
37,119
|
|||||||||
Taxes on litigation matters subject to statutory rates, including interest and penalties
|
-
|
7,382
|
-
|
|||||||||
Total
|
$
|
44,591
|
$
|
77,823
|
$
|
37,119
|
Year ended December 31,
|
||||||||
2014
|
2015
|
|||||||
Deferred tax assets
|
||||||||
Net operations loss carry forward
|
$
|
-
|
$
|
-
|
||||
Accelerated depreciation of assets
|
101
|
55
|
||||||
Pension
|
1,184
|
904
|
||||||
Total deferred tax assets
|
$
|
1,285
|
$
|
959
|
||||
Less: valuation allowance
|
(1,285
|
)
|
(959
|
)
|
||||
Total deferred tax assets, net
|
$
|
-
|
$
|
-
|
2014
|
2015
|
|||||||
ASSETS
|
||||||||
CURRENT ASSETS:
|
||||||||
Cash and cash equivalents
|
$
|
119
|
$
|
47
|
||||
Restricted cash
|
4,043
|
2,690
|
||||||
Due from related parties
|
23,223
|
20,428
|
||||||
Other current assets
|
116
|
303
|
||||||
Total current assets
|
27,501
|
23,468
|
||||||
NON-CURRENT ASSETS:
|
||||||||
Investments in subsidiaries*
|
4,900,142
|
1,884,996
|
||||||
Total non-current assets
|
4,900,142
|
1,884,996
|
||||||
Total assets
|
$
|
4,927,643
|
$
|
1,908,464
|
||||
LIABILITIES AND STOCKHOLDERS' EQUITY
|
||||||||
CURRENT LIABILITIES:
|
||||||||
Current portion of long-term debt
|
$
|
487,445
|
$
|
120,526
|
||||
Due to subsidiaries*
|
1,428,489
|
1,659,606
|
||||||
Financial instruments
|
8,725
|
1,958
|
||||||
Due to related parties
|
2,194
|
-
|
||||||
Other current liabilities
|
6,175
|
4,962
|
||||||
Total current liabilities
|
1,933,028
|
1,787,052
|
||||||
NON-CURRENT LIABILITIES
|
||||||||
Financial instruments
|
1,794
|
-
|
||||||
Total non-current liabilities
|
1,794
|
-
|
||||||
STOCKHOLDERS' EQUITY:
|
||||||||
Preferred stock, $0.01 par value; 500,000,000 shares authorized at December 31, 2014 and 2015; 100,000,000 shares designated as Series A Convertible preferred stock; 100,000,000 shares designated as Series B Convertible preferred stock; 0 shares of Series A Convertible Preferred stock issued and outstanding at December 31, 2014 and 2015; 0 and 4,000,000 shares of Series B Convertible Preferred stock (100,000,000 before the reverse stock split) issued and outstanding at December 31, 2014 and 2015, respectively
|
-
|
40
|
||||||
Common stock, $0.01 par value; 1,000,000,000 shares authorized at December 31, 2014 and 2015; 28,242,566 shares (706,064,321 before the reverse stock split) and 28,326,566 shares (708,164,321 before the reverse stock split) issued and outstanding at December 31, 2014 and 2015, respectively
|
282
|
283
|
||||||
Treasury stock; $0.01 par value; 1,444,444 shares (36,100,000 before the reverse stock split) and 1,444,720 shares (36,118,000 before the reverse stock split) at December 31, 2014 and 2015, respectively
|
(14
|
)
|
(14
|
)
|
||||
Additional paid-in capital
|
3,255,807
|
3,224,839
|
||||||
Accumulated other comprehensive income/(loss)
|
(6,622
|
)
|
233
|
|||||
Accumulated deficit
|
(256,632
|
)
|
(3,103,969
|
)
|
||||
Total stockholders' equity
|
2,992,821
|
121,412
|
||||||
Total liabilities and stockholders' equity
|
$
|
4,927,643
|
$
|
1,908,464
|
||||
2013
|
2014
|
2015
|
||||||||||
EXPENSES:
|
||||||||||||
Gain on sale of assets
|
$
|
-
|
$
|
-
|
$
|
131,416
|
||||||
General and administrative expenses
|
(21,090
|
)
|
(23,893
|
)
|
(23,077
|
)
|
||||||
Operating income/(loss)
|
(21,090
|
)
|
(23,893
|
)
|
108,339
|
|||||||
OTHER INCOME / (EXPENSES):
|
||||||||||||
Interest and finance costs
|
(89,124
|
)
|
(88,753
|
)
|
(23,471
|
)
|
||||||
Interest income
|
226
|
989
|
34
|
|||||||||
Loss on interest rate swaps
|
(774
|
)
|
(739
|
)
|
(554
|
)
|
||||||
Other, net
|
(430
|
)
|
(220
|
)
|
(309
|
)
|
||||||
Total other (expenses), net
|
(90,102
|
)
|
(88,723
|
)
|
(24,300
|
)
|
||||||
Equity in earnings/(loss) of subsidiaries*
|
(112,404
|
)
|
65,104
|
(2,931,100
|
)
|
|||||||
Net income/(loss)
|
$
|
(223,556
|
)
|
$
|
(47,512
|
)
|
$
|
(2,847,061
|
)
|
|||
Loss per share, basic
|
(14.55
|
)
|
(2.60
|
)
|
(107.04
|
)
|
||||||
Weighted average number of shares, basic
|
15,362,532
|
18,241,265
|
26,598,361
|
|||||||||
Loss per share, diluted
|
(14.55
|
)
|
(2.60
|
)
|
(107.04
|
)
|
||||||
Weighted average number of shares, diluted
|
15,362,532
|
18,241,265
|
26,598,361
|
2013
|
2014
|
2015
|
||||||||||
- Net loss
|
$
|
(223,596
|
)
|
$
|
(47,512
|
)
|
(2,847,061
|
)
|
||||
Other comprehensive income/ (loss):
|
||||||||||||
- Unrealized gain/(loss) on senior notes
|
-
|
-
|
-
|
|||||||||
- Reclassification of gain associated with Senior Notes to Consolidated Statement of Operations, net
|
-
|
-
|
-
|
|||||||||
- Reclassification of losses on previously designated cash flow hedges to Consolidated Statement of Operations, net
|
-
|
-
|
-
|
|||||||||
- Reclassification of realized losses associated with capitalized interest to Consolidated Statement of Operations, net
|
331
|
327
|
368
|
|||||||||
- Actuarial gains/(losses)
|
2,087
|
(900
|
)
|
33
|
||||||||
Other comprehensive income/(loss)
|
$
|
2,418
|
$
|
(573
|
)
|
401
|
||||||
Comprehensive loss
|
$
|
(221,178
|
)
|
$
|
(48,085
|
)
|
(2,846,660
|
)
|
||||
2013
|
2014
|
2015
|
||||||||||
Net Cash Used in Operating Activities
|
$
|
(85,042
|
)
|
$
|
(68,370
|
)
|
101,851
|
|||||
Cash Flows from Investing Activities:
|
||||||||||||
Investments in subsidiaries
|
8,515
|
(32.250
|
)
|
(88,099
|
)
|
|||||||
Dividends received
|
-
|
44,631
|
29,755
|
|||||||||
Restricted cash
|
52,033
|
(3,811
|
)
|
1,353
|
||||||||
Net Cash Used in Investing Activities
|
60,548
|
8,570
|
(56,991
|
)
|
||||||||
Cash Flows from Financing Activities:
|
||||||||||||
Due to subsidiaries
|
(67,735
|
)
|
23,465
|
208,731
|
||||||||
Payments of convertible notes
|
(97,164
|
)
|
(700,000
|
)
|
(272,834
|
)
|
||||||
Net proceeds from common stock issuance
|
23,438
|
421,911
|
-
|
|||||||||
Net proceeds from sale of shares in subsidiary
|
122,960
|
-
|
-
|
|||||||||
Proceeds from long-term term loans and notes
|
-
|
320,000
|
20,000
|
|||||||||
Payment of financing costs
|
(2,543
|
)
|
(5,538
|
)
|
(829
|
)
|
||||||
Net Cash Provided by Financing Activities
|
(21,044
|
)
|
59,838
|
(44,932
|
)
|
|||||||
Net (decrease) / increase in cash and cash equivalents
|
(45,538
|
)
|
38
|
(72
|
)
|
|||||||
Cash and cash equivalents at beginning of year
|
45,619
|
81
|
119
|
|||||||||
Cash and cash equivalents at end of year
|
$
|
81
|
$
|
119
|
47
|
|||||||
Year ending December 31,
|
Amount
|
|||
2016
|
$
|
121,572
|
||
Total principal payments
|
121,572
|
|||
Less-Financing fees
|
(1,046
|
)
|
||
Total debt
|
$
|
120,526
|
/s/ Ziad Nakleh
|
||
Name: Ziad Nakleh
|
||
Title: Chief Financial Officer
|
||
MEMORANDUM OF AGREEMENT
|
Norwegian Shipbrokers' Association's Memorandum of Agreement for sale and purchase of ships. Adopted by The Baltic and International Maritime Council (BIMCO) in 1956.
Code-name
SALEFORM 1993
|
Dated: 30th April 2015
|
|
Built: 2013
|
By: Samsung Heavy Industries
|
Flag: Malta
|
Place of Registration: Valetta, Malta
|
Call Sign: 9HA3012
|
Grt/Nrt: 61,332/ 35,877
|
|
a) | The Sellers shall keep the Buyers well informed of the Vessel's itinerary and shall provide the Buyers with 20 / 15 / 10 /7, approximate days notice, and 3/ 2/ 1 definite days notice of the estimated time of arrival at the intended place of |
b) | The Vessel shall be delivered and taken over charter free, safely afloat at a safe |
c) | If the Sellers anticipate that, notwithstanding the exercise of due diligence by them, the Vessel will not be ready for delivery by the cancelling date they may notify the Buyers in writing stating the date when they anticipate that the Vessel will be ready for delivery and propose a new cancelling date. Upon receipt of such notification the Buyers shall have the option of either cancelling this Agreement in accordance with Clause 14 within 7 running days of receipt of the notice or of accepting the new date as the new cancelling date. If the Buyers have not declared their option within 7 running days of receipt of the Sellers' notification or if the Buyers accept the new date, the date proposed in the Sellers' notification shall be deemed to be the new cancelling date and shall be substituted for the cancelling date stipulated in line 61. |
d) | Should the Vessel become an actual, constructive or compromised total loss before delivery the deposit together with interest earned shall be released immediately to the Buyers whereafter this Agreement shall be null and void. |
* | Notes, if any, in the surveyor's report which are accepted by the Classification Society without condition/recommendation are not to be taken into account. |
a)* | This Agreement shall be governed by and construed in accordance with English law and any dispute arising out of this Agreement shall be referred to arbitration in London in accordance with the Arbitration Acts 1950 and 1979 or any statutory modification or re-enactment thereof for the time being in force, one arbitrator being appointed by each party. On the receipt by one party of the nomination in writing of the other party's arbitrator, that party shall appoint their arbitrator within fourteen days, failing which the decision of the single arbitrator appointed shall apply. If two arbitrators properly appointed shall not agree they shall appoint an umpire whose decision shall be final. London Maritime Arbitrators Association terms to apply. |
* | 16 a), 16 b) and 16 c) are alternatives; delete whichever is not applicable. In the absence of deletions, alternative 16 a) to apply. |
For and on behalf of the Buyers
|
For and on behalf of the Sellers
|
|||
/s/ Dr. Adriano Cefai
|
/s/ Ziad Nakhleh
|
|||
Name:
|
Dr. ADRIANO CEFAI
|
Name:
|
Ziad Nakhleh
|
|
Title:
|
Director of MARE SERVICES LIMITED Sole Director of TMS TANKERS LTD.
|
Title:
|
Attorney-in-Fact
|
For and on behalf of the Sellers' guarantor
|
||||
/s/ Ziad Nakhleh
|
||||
Name:
|
Ziad Nakhleh
|
|||
Title:
|
CFO
|
BIMCO
|
SHIPMAN 2009
STANDARD SHIP MANAGEMENT AGREEMENT
PART I
|
||||
1. Place and date of Agreement
Dated as of 11th September 2013
Vessel's Name: m/v "VEGA JAANCA"
|
2. Date of commencement of Agreement (Cls. 2,12, 21 and 25)
11th September 2013
|
||||
3. Owners (name, place of registered office and law of registry) (Cl. 1)
|
4. Managers (name, place of registered office and law of registry) (Cl. 1)
|
||||
(i) Name: VEGA JAANCA AS
|
(i) Name: TMS OFFSHORE SERVICES LTD.
|
||||
(ii) Place of registered office: Handelens hus 7, etg Radhusgata 3, 4611 Kristlansand S, 1001
Kristlansand, Norway
|
(ii) Place of registered office: Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960
|
||||
(iii) Law of registry:
|
(iii) Law of registry: Marshall Islands
|
||||
5. The Company (with reference to the ISM/ISPS Codes) (state name and IMO Unique Company Identification number. If the Company is a third party then also state registered office and principal place of business (Cls. 1 and 9(c)(i))
|
6. Technical Management (state "yes" or "no" as agreed) (Cl. 4)
YES
|
||||
(i) Name: TMS OFFSHORE SERVICES LTD.
|
7. Crew Management (state "yes or no" as agreed (Cl. 5(a))
|
||||
YES
|
|||||
(ii) IMO Unique Company Identification number: 5752521
|
|||||
8. Commercial Management (state "yes or no" as agreed) (Cl. 6)
|
|||||
(iii) Place of registered office: Trust Company Complex Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960
|
NO
|
||||
(iv) Principal place of business: Athens Shipmanagement office, 11 Fragkokklisias street, GR 151 25, Marousi, Athens, Greece
|
|||||
9. Chartering Services period (only to be filed in if "yes" stated in Box 8) (Cl. 6(a))
|
10. Crew Insurance arrangements (state "yes" or "no" as agreed)
|
||||
(i) Crew Insurances' (Cl. 5(b)): YES
|
|||||
N/A
|
|||||
(ii) Insurance for persons proceeding to sea onboard (Cl. 5(b)(i)): YES
|
|||||
*only to apply if Crew Management (Cl.5(a)) agreed (see Box 7)
|
|||||
11. Insurance arrangements (state "yes" or "no" as agreed) (Cl. 7)
|
12. Optional insurances (state optional insurance(s) as agreed, such as piracy, kidnap and ransom, loss of hire and FD & D) (Cl. 10(a)(iv))
|
||||
YES
|
AS REQUIRED
|
||||
13. Interest (state rate of interest to apply after due date to outstanding sums) (Cl. 9(a))
|
14.
|
||||
ONE (1%) PERCENT PLUS ONE MONTH LIBOR
|
Euros 1,000.00
|
||||
15. Manager's nominated account (Cl. 12(a))
|
16. Daily rate (state rate for days in excess of those agreed in budget) (Cl. 12(c))
|
||||
TO BE ADVISED BY MANAGERS
|
USD 700,00 (12 DAYS)
|
||||
17. Lay-up period/number of months (Cl. 12(d))
|
|||||
N/A
|
|||||
18. Minimum contact period (state number of months) (Cl. 21(a))
|
19. Management fee on termination (state number of months to apply) (Cl. 22(g))
|
||||
Five years from the date indicated in Box 2
|
THREE (3) MONTHS
|
||||
20. Severance Costs (state maximum amount) (Cl. 22(h)(ii))
|
21. Dispute Resolution (state alternative Cl. 23(a), 23(b) or 23(c). If Cl. 23(c) place of arbitration must be stated) (Cl. 23)
|
||||
As per applicable Collective Bargaining Agreement (CBA)
|
CLAUSE 23(a) (LONDON)
|
||||
22. Notices (state full style contact details for serving notice and communication to the Owners) (Cl. 24)
|
20. Notices (state full contact details for serving notice and communication to the Managers) (Cl. 24)
|
||||
c/o ASSET PLUS LIMITED
Skopa, 10, Tribune House, 1075, Nicosis, Cyprus
Tel: (+357) 22 7675 15
E-mail: law@kkgadvocates.com
|
TMS OFFSHORE SERVICES LTD., Athens, Shipmanagement Office
11 Fragkokklisias street, GR 151 25, Marousi, Athens, Greece
Tel: (+30) 216 200 2900
E-mail: operations@tms-offshore.com
|
It is mutually agreed between the party stated in Box 3 and the party stated in Box 4 that this Agreement consisting of PART I and PART II as well as Annexes "A" (Details of Vessel or Vessels), "B" (Details of Crew), C ("Budget") "D" (Associated vessels) and "E" (Fee Schedule) attached hereto, shall be performed subject to the conditions contained herein. In the event of a conflict of conditions, the provisions of PART I and Annexes "A", "B", "C", "D" and "E" shall prevail over those of PART II to the extent of such conflict but no further.
|
||
Signature(s) (Owners)
Dimitrios Papavasileiou
Attorney-in-fact
/s/ Dimitrios Papavasileiou
|
Signature(s) (Managers)
Gerasimos Amourgis
Legal Representative
/s/ Gerasimos Amougis
|
Particulars of Vessel(s):
|
Call Sing
|
-
|
LASL7
|
IMO No.
|
-
|
9651321
|
|
Flag
|
-
|
Norway
|
|
Built
|
-
|
2012
|
|
SDWT
|
-
|
1,359.60
|
|
Grt
|
-
|
1,678
|
|
Nrt
|
-
|
503
|
ANNEX "B" (DETAILS OF CREW)
TO THE BIMCO STANDARD SHIP MANAGEMENT AGREEMENT
CODE NAME: SHIPMAN 2009
|
N/A
|
||
Date of Agreement
|
||
Details of Crew
|
||
Numbers
|
Rank
|
Nationality
|
ANNEX "C" (BUDGET) TO
THE BALTIC AND INTERNATIONAL MARITIME COUNCIL (BIMCO)
STANDARD SHIP MANAGEMENT AGREEMENT — CODE NAME: "SHIPMAN 98"
|
ITEMS
|
06/09 - 31/12 (117 days) (USD)
|
MONTHLY (USD)
|
|||||||||
1
|
TOTAL CREW EXPENSES
|
551,280
|
143,317
|
||||||||
2
|
STORES
|
47,619
|
12,380
|
||||||||
3
|
SPARES
|
133,848
|
34,797
|
||||||||
4
|
REPAIR / MAINTENANCE / SURVEY
|
79,209
|
20,592
|
||||||||
5
|
LUBRICANTS
|
15,210
|
3,954
|
||||||||
6
|
SUPT. TRAVEL / COMM. / MISC.
|
89,622
|
23,299
|
||||||||
7
|
INSURANCE (H+M, P+I, WAR, LOH)
|
84,474
|
21,961
|
||||||||
GRAND TOTAL OPERATING COST
|
1,001,262
|
260,300
|
|||||||||
DAILY AVERAGE (EXCL. DOCKING COST)
|
8,558
|
||||||||||
PRE-DELIVERY COST
|
0
|
1. | Prices basis Continent & Brazil, otherwise, to be charged at actual |
2. | Crew change basis Brazilian ports, otherwise, to be adjusted |
3. | Spares costs are for routine maintenance (excluding major items) |
4. | Parity Euro / USD at 1,30 |
5. | The budget for Superintendent expenses is based on 5 visits per year of 4 days per each visit, i.e. 20 Superintendent days. Any additional attendance will be charged extra by the day at a standard rate of Euro 500 per day plus expenses. |
ANNEX "D" (ASSOCIATED VESSELS)
TO THE BIMCO STANDARD SHIP MANAGEMENT AGREEMENT
CODE NAME: SHIPMAN 2009
|
ANNEX "E" (FEE SCHEDULE)
TO THE BIMCO STANDARD SHIP MANAGEMENT AGREEMENT
CODE NAME: SHIPMAN 2009
|
1. | Definitions |
2. | Commencement and Appointment |
3. | Authority of the Managers |
4. | Technical Management |
(a) | ensuring that the Vessel complies with the requirements of the law of the Flag State; |
(f) | arranging the supply of necessary stores, spares and lubricating oil; |
5. | Crew Management and Crew Insurances |
(a) | Crew Management |
(I) | selecting, engaging and providing for the administration of the Crew, including, as applicable, payroll arrangements, pension arrangements, tax, social security contributions and other mandatory dues related to their employment payable in each Crew member's country of domicile; |
(ii) | ensuring that the applicable requirements of the law of the Flag State in respect of rank, qualification and certification of the Crew and employment regulations, such as Crew's tax and social insurance, are satisfied; |
(iii) | ensuring that all Crew have passed a medical examination with a qualified doctor certifying that they are fit for the duties for which they are engaged and are in possession of valid medical certificates issued in accordance with appropriate Flag State requirements or such higher standard of medical examination as may be agreed with the Owners. In the absence of applicable Flag State requirements the medical certificate shall be valid at the time when the respective Crew member arrives on board the Vessel and shall be maintained for the duration of the service on board the Vessel; |
(iv) | ensuring that the Crew shall have a common working language and a command of the English language of a sufficient standard to enable them to perform their duties safely; |
(v) | arranging transportation of the Crew, including repatriation; |
(vi) | training of the Crew; |
(vii) | conducting union negotiations; and |
(viii) | if the Managers are the Company, ensuring that the Crew, on joining the Vessel, are given proper familiarisation with their duties in relation to the Vessel's SMS and that instructions which are essential to the SMS are identified, documented and given to the Crew prior to sailing. |
(ix) | if the Managers are not the Company: |
(x) | Where Managers are not providing technical management services in accordance with Clause 4 (Technical Management): |
(i) | arranging Crew Insurances in accordance with the best practice of prudent managers of vessels of a similar type to the Vessel, with sound and reputable insurance companies, underwriters or associations. Insurances for any other persons proceeding to sea onboard the Vessel may be separately agreed by the Owners and the Managers (see Box 10); |
(ii) | ensuring that the Owners are aware of the terms, conditions, exceptions and limits of liability of the insurances in Sub-clause 5(b)(i); |
(iii) | ensuring that all premiums or calls in respect of the insurances in Sub-clause 5(b)(i) are paid by their due date; |
(iv) | if obtainable at no additional cost, ensuring that insurances in Sub-clause 5(b)(i) name the Owners as a joint assured with full cover and, unless otherwise agreed, on terms such that Owners shall be under no liability in respect of premiums or calls arising in connection with such insurances. |
(v) | providing written evidence, to the reasonable satisfaction of the Owners, of the Managers' compliance with their obligations under Sub-clauses 5(b)(ii), and 5(b)(iii) within a reasonable time of the commencement of this Agreement, and of each renewal date and, if specifically requested, of each payment date of the insurances in Sub-clause 5(b)(i). |
6. | Commercial Management |
7. | Insurance Arrangements |
8. | Managers' Obligations |
9. | Owners' Obligations |
(i) | report (or where the Owners are not the registered owners of the Vessel procure that the registered owners report) to the Flag State administration the details of the Managers as the Company as required to comply with the ISM and ISPS Codes; |
(ii) | procure that any officers and ratings supplied by them or on their behalf comply with the requirements of STCW 95; and |
(iii) | instruct such officers and ratings to obey all reasonable orders of the Managers (in their capacity as the Company) in connection with the operation of the Managers' safety management system. |
(i) | procure that the requirements of the Flag State are satisfied and notify the Managers upon execution of this Agreement of the name and contact details of the organization that will be the Company by completing Box 5; |
(ii) | if the Company changes at any time during this Agreement, notify the Managers in a timely manner of the name and contact details of the new organization; |
(iii) | procure that the details of the Company, including any change thereof, are reported to the Flag State administration as required to comply with the ISM and ISPS Codes. The Owners shall advise the Managers in a timely manner when the Flag State administration has approved the Company; and |
(iv) | unless otherwise agreed, arrange for the supply of provisions at their own expense. |
(i) | inform the Managers prior to ordering the Vessel to any excluded or additional premium area under any of the Owners' Insurances by reason of war risks and/or piracy or like perils and pay whatever additional costs may properly be incurred by the Managers as a consequence of such orders including, if necessary, the costs of replacing any member of the Crew. My delays resulting from negotiation with or replacement of any member of the Crew as a result of the Vessel being ordered to such an area |
(ii) | agree with the Managers prior to any change of flag of the Vessel and pay whatever additional costs may properly be incurred by the Managers as a consequence of such change. If agreement cannot be reached then either party may terminate this Agreement in accordance with Sub-clause 22(e); and |
(iii) | provide, at no cost to the Managers, in accordance with the requirements of the law of the Flag State, or higher standard, as mutually agreed, adequate Crew accommodation and living standards. |
10. | Insurance Policies |
(i) | hull and machinery marine risks (including but not limited to crew negligence) and excess liabilities; |
(ii) | protection and indemnity risks (including but not limited to pollution risks, diversion expenses and, except to the extent insured separately by the Managers in accordance with Sub-clause 5(b)(i), Crew Insurances; |
(iii) | war risks (including but not limited to blocking and trapping, protection and indemnity, terrorism and crew risks); |
11. | Income Collected and Expenses Paid on Behalf of Owners |
12. | Management Fee and Expenses |
13. | Budgets and Management of Funds |
14. | Trading Restrictions |
15. | Replacement |
16. | Managers' Right to Sub-Contract |
17. | Responsibilities |
(i) | acts of God; |
(ii) | any Government requisition, control, intervention, requirement or interference; |
(iv) | riots, civil commotion, blockades or embargoes; |
(v) | epidemics; |
(vi) | earthquakes, landslides, floods or other extraordinary weather conditions; |
(viii) | fire, accident, explosion except where caused by negligence of the party seeking to invoke force majeure; and |
(ix) | any other similar cause beyond the reasonable control of either party. |
(c) | Indemnity |
(d) | "Himalaya" |
18. | General Administration |
19. | Inspection of Vessel |
20. | Compliance with Laws and Regulations |
21. | Duration of the Agreement |
22. | Termination |
(a) | Owners' or Managers' default |
(b) | Notwithstanding Sub-clause 22(a): |
(c) | Extraordinary Termination |
(d) | For the purpose of Sub-clause 22(c) hereof: |
(i) | the date upon which the Vessel is to be treated as having been sold or otherwise disposed of shall be |
23. | BIMCO Dispute Resolution Clause |
24. | Notices |
25. | Entire Agreement |
26. | Third Party Rights |
27. | Partial Validity |
28. | Interpretation |
(a) | Singular/Plural |
(b) | Headings |
(c) | Day |
29. | Change of control |
30. | Other Fees |
30.1 | Incentive Fee |
30.2 | Chartering |
30.3 | Sale and purchase |
BIMCO
|
SHIPMAN 2009
STANDARD SHIP MANAGEMENT AGREEMENT
PART I
|
||||
1. Place and date of Agreement
Dated as of 11th September 2013
Vessel's Name: m/v "VEGA INRUDA"
|
2. Date of commencement of Agreement (Cls. 2,12, 21 and 25)
11th September 2013
|
||||
3. Owners (name, place of registered office and law of registry) (Cl. 1)
|
4. Managers (name, place of registered office and law of registry) (Cl. 1)
|
||||
(i) Name: VEGA INRUDA AS
|
(i) Name: TMS OFFSHORE SERVICES LTD.
|
||||
(ii) Place of registered office: Handelens hus 7, etg Radhusgata 3, 4611 Kristlansand S, 1001
Kristlansand, Norway
|
(ii) Place of registered office: Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960
|
||||
(iii) Law of registry:
|
(iii) Law of registry: Marshall Islands
|
||||
5. The Company (with reference to the ISM/ISPS Codes) (state name and IMO Unique Company Identification number. If the Company is a third party then also state registered office and principal place of business (Cls. 1 and 9(c)(i))
|
6. Technical Management (state "yes" or "no" as agreed) (Cl. 4)
YES
|
||||
(i) Name: TMS OFFSHORE SERVICES LTD.
|
7. Crew Management (state "yes or no" as agreed (Cl. 5(a))
|
||||
YES
|
|||||
(ii) IMO Unique Company Identification number: 5752521
|
|||||
8. Commercial Management (state "yes or no" as agreed) (Cl. 6)
|
|||||
(iii) Place of registered office: Trust Company Complex Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960
|
NO
|
||||
(iv) Principal place of business: Athens Shipmanagement office, 11 Fragkokklisias street, GR 151 25, Marousi, Athens, Greece
|
|||||
9. Chartering Services period (only to be filed in if "yes" stated in Box 8) (Cl. 6(a))
|
10. Crew Insurance arrangements (state "yes" or "no" as agreed)
|
||||
(i) Crew Insurances' (Cl. 5(b)): YES
|
|||||
N/A
|
|||||
(ii) Insurance for persons proceeding to sea onboard (Cl. 5(b)(i)): YES
|
|||||
*only to apply if Crew Management (Cl.5(a)) agreed (see Box 7)
|
|||||
11. Insurance arrangements (state "yes" or "no" as agreed) (Cl. 7)
|
12. Optional insurances (state optional insurance(s) as agreed, such as piracy, kidnap and ransom, loss of hire and FD & D) (Cl. 10(a)(iv))
|
||||
YES
|
AS REQUIRED
|
||||
13. Interest (state rate of interest to apply after due date to outstanding sums) (Cl. 9(a))
|
14.
|
||||
ONE (1%) PERCENT PLUS ONE MONTH LIBOR
|
Euros 1,000.00
|
||||
15. Manager's nominated account (Cl. 12(a))
|
16. Daily rate (state rate for days in excess of those agreed in budget) (Cl. 12(c))
|
||||
TO BE ADVISED BY MANAGERS
|
USD 700,00 (12 DAYS)
|
||||
17. Lay-up period/number of months (Cl. 12(d))
|
|||||
N/A
|
|||||
18. Minimum contact period (state number of months) (Cl. 21(a))
|
19. Management fee on termination (state number of months to apply) (Cl. 22(g))
|
||||
Five years from the date indicated in Box 2
|
THREE (3) MONTHS
|
||||
20. Severance Costs (state maximum amount) (Cl. 22(h)(ii))
|
21. Dispute Resolution (state alternative Cl. 23(a), 23(b) or 23(c). If Cl. 23(c) place of arbitration must be stated) (Cl. 23)
|
||||
As per applicable Collective Bargaining Agreement (CBA)
|
CLAUSE 23(a) (LONDON)
|
||||
22. Notices (state full style contact details for serving notice and communication to the Owners) (Cl. 24)
|
20. Notices (state full contact details for serving notice and communication to the Managers) (Cl. 24)
|
||||
c/o ASSET PLUS LIMITED
Skopa, 10, Tribune House, 1075, Nicosis, Cyprus
Tel: (+357) 22 7675 15
E-mail: law@kkgadvocates.com
|
TMS OFFSHORE SERVICES LTD., Athens, Shipmanagement Office
11 Fragkokklisias street, GR 151 25, Marousi, Athens, Greece
Tel: (+30) 216 200 2900
E-mail: operations@tms-offshore.com
|
(Continued)
|
||
It is mutually agreed between the party stated in Box 3 and the party stated in Box 4 that this Agreement consisting of PART I and PART II as well as Annexes "A" (Details of Vessel or Vessels), "B" (Details of Crew), C ("Budget") "D" (Associated vessels) and "E" (Fee Schedule) attached hereto, shall be performed subject to the conditions contained herein. In the event of a conflict of conditions, the provisions of PART I and Annexes "A", "B", "C", "D" and "E" shall prevail over those of PART II to the extent of such conflict but no further.
|
||
Signature(s) (Owners)
Dimitrios Papavasileiou
Attorney-in-fact
/s/ Dimitrios Papavasileiou
|
Signature(s) (Managers)
Gerasimos Amourgis
Legal Representative
/s/ Gerasimos Amougis
|
Particulars of Vessel(s):
|
Call Sing
|
-
|
LARY7
|
IMO No.
|
-
|
9655676
|
|
Flag
|
-
|
Norway
|
|
Built
|
-
|
2013
|
|
SDWT
|
-
|
1,401
|
|
Grt
|
-
|
1,727
|
|
Nrt
|
-
|
518
|
ANNEX "B" (DETAILS OF CREW)
TO THE BIMCO STANDARD SHIP MANAGEMENT AGREEMENT
CODE NAME: SHIPMAN 2009
|
N/A
|
||
Date of Agreement
|
||
Details of Crew
|
||
Numbers
|
Rank
|
Nationality
|
ANNEX "C" (BUDGET) TO
THE BALTIC AND INTERNATIONAL MARITIME COUNCIL (BIMCO)
STANDARD SHIP MANAGEMENT AGREEMENT — CODE NAME: "SHIPMAN 98"
|
ITEMS
|
27/08 - 31/12 (127 days) (USD)
|
MONTHLY (USD)
|
|||||||||
1
|
TOTAL CREW EXPENSES
|
558,051
|
133,654
|
||||||||
2
|
STORES
|
51,689
|
12,380
|
||||||||
3
|
SPARES
|
145,288
|
34,797
|
||||||||
4
|
REPAIR / MAINTENANCE / SURVEY
|
85,979
|
20,592
|
||||||||
5
|
LUBRICANTS
|
16,510
|
3,954
|
||||||||
6
|
SUPT. TRAVEL / COMM. / MISC.
|
97,227
|
23,286
|
||||||||
7
|
INSURANCE (H+M, P+I, WAR, LOH)
|
90,551
|
21,687
|
||||||||
GRAND TOTAL OPERATING COST
|
1,045,295
|
250,350
|
|||||||||
DAILY AVERAGE (EXCL. DOCKING COST)
|
8,231
|
||||||||||
PRE-DELIVERY COST
|
0
|
1. | Prices basis Continent & Brazil, otherwise, to be charged at actual |
2. | Crew change basis Brazilian ports, otherwise, to be adjusted |
3. | Spares costs are for routine maintenance (excluding major items) |
4. | Parity Euro / USD at 1,30 |
5. | The budget for Superintendent expenses is based on 5 visits per year of 4 days per each visit, i.e. 20 Superintendent days. Any additional attendance will be charged extra by the day at a standard rate of Euro 500 per day plus expenses. |
ANNEX "D" (ASSOCIATED VESSELS)
TO THE BIMCO STANDARD SHIP MANAGEMENT AGREEMENT
CODE NAME: SHIPMAN 2009
|
ANNEX "E" (FEE SCHEDULE)
TO THE BIMCO STANDARD SHIP MANAGEMENT AGREEMENT
CODE NAME: SHIPMAN 2009
|
1. | Definitions |
2. | Commencement and Appointment |
3. | Authority of the Managers |
4. | Technical Management |
(a) | ensuring that the Vessel complies with the requirements of the law of the Flag State; |
(f) | arranging the supply of necessary stores, spares and lubricating oil; |
5. | Crew Management and Crew Insurances |
(a) | Crew Management |
(I) | selecting, engaging and providing for the administration of the Crew, including, as applicable, payroll arrangements, pension arrangements, tax, social security contributions and other mandatory dues related to their employment payable in each Crew member's country of domicile; |
(ii) | ensuring that the applicable requirements of the law of the Flag State in respect of rank, qualification and certification of the Crew and employment regulations, such as Crew's tax and social insurance, are satisfied; |
(iii) | ensuring that all Crew have passed a medical examination with a qualified doctor certifying that they are fit for the duties for which they are engaged and are in possession of valid medical certificates issued in accordance with appropriate Flag State requirements or such higher standard of medical examination as may be agreed with the Owners. In the absence of applicable Flag State requirements the medical certificate shall be valid at the time when the respective Crew member arrives on board the Vessel and shall be maintained for the duration of the service on board the Vessel; |
(iv) | ensuring that the Crew shall have a common working language and a command of the English language of a sufficient standard to enable them to perform their duties safely; |
(v) | arranging transportation of the Crew, including repatriation; |
(vi) | training of the Crew; |
(vii) | conducting union negotiations; and |
(viii) | if the Managers are the Company, ensuring that the Crew, on joining the Vessel, are given proper familiarisation with their duties in relation to the Vessel's SMS and that instructions which are essential to the SMS are identified, documented and given to the Crew prior to sailing. |
(ix) | if the Managers are not the Company: |
(x) | Where Managers are not providing technical management services in accordance with Clause 4 (Technical Management): |
(i) | arranging Crew Insurances in accordance with the best practice of prudent managers of vessels of a similar type to the Vessel, with sound and reputable insurance companies, underwriters or associations. Insurances for any other persons proceeding to sea onboard the Vessel may be separately agreed by the Owners and the Managers (see Box 10); |
(ii) | ensuring that the Owners are aware of the terms, conditions, exceptions and limits of liability of the insurances in Sub-clause 5(b)(i); |
(iii) | ensuring that all premiums or calls in respect of the insurances in Sub-clause 5(b)(i) are paid by their due date; |
(iv) | if obtainable at no additional cost, ensuring that insurances in Sub-clause 5(b)(i) name the Owners as a joint assured with full cover and, unless otherwise agreed, on terms such that Owners shall be under no liability in respect of premiums or calls arising in connection with such insurances. |
(v) | providing written evidence, to the reasonable satisfaction of the Owners, of the Managers' compliance with their obligations under Sub-clauses 5(b)(ii), and 5(b)(iii) within a reasonable time of the commencement of this Agreement, and of each renewal date and, if specifically requested, of each payment date of the insurances in Sub-clause 5(b)(i). |
6. | Commercial Management |
7. | Insurance Arrangements |
8. | Managers' Obligations |
9. | Owners' Obligations |
(i) | report (or where the Owners are not the registered owners of the Vessel procure that the registered owners report) to the Flag State administration the details of the Managers as the Company as required to comply with the ISM and ISPS Codes; |
(ii) | procure that any officers and ratings supplied by them or on their behalf comply with the requirements of STCW 95; and |
(iii) | instruct such officers and ratings to obey all reasonable orders of the Managers (in their capacity as the Company) in connection with the operation of the Managers' safety management system. |
(i) | procure that the requirements of the Flag State are satisfied and notify the Managers upon execution of this Agreement of the name and contact details of the organization that will be the Company by completing Box 5; |
(ii) | if the Company changes at any time during this Agreement, notify the Managers in a timely manner of the name and contact details of the new organization; |
(iii) | procure that the details of the Company, including any change thereof, are reported to the Flag State administration as required to comply with the ISM and ISPS Codes. The Owners shall advise the Managers in a timely manner when the Flag State administration has approved the Company; and |
(iv) | unless otherwise agreed, arrange for the supply of provisions at their own expense. |
(i) | inform the Managers prior to ordering the Vessel to any excluded or additional premium area under any of the Owners' Insurances by reason of war risks and/or piracy or like perils and pay whatever additional costs may properly be incurred by the Managers as a consequence of such orders including, if necessary, the costs of replacing any member of the Crew. My delays resulting from negotiation with or replacement of any member of the Crew as a result of the Vessel being ordered to such an area |
(ii) | agree with the Managers prior to any change of flag of the Vessel and pay whatever additional costs may properly be incurred by the Managers as a consequence of such change. If agreement cannot be reached then either party may terminate this Agreement in accordance with Sub-clause 22(e); and |
(iii) | provide, at no cost to the Managers, in accordance with the requirements of the law of the Flag State, or higher standard, as mutually agreed, adequate Crew accommodation and living standards. |
10. | Insurance Policies |
(i) | hull and machinery marine risks (including but not limited to crew negligence) and excess liabilities; |
(ii) | protection and indemnity risks (including but not limited to pollution risks, diversion expenses and, except to the extent insured separately by the Managers in accordance with Sub-clause 5(b)(i), Crew Insurances; |
(iii) | war risks (including but not limited to blocking and trapping, protection and indemnity, terrorism and crew risks); |
11. | Income Collected and Expenses Paid on Behalf of Owners |
12. | Management Fee and Expenses |
13. | Budgets and Management of Funds |
14. | Trading Restrictions |
15. | Replacement |
16. | Managers' Right to Sub-Contract |
17. | Responsibilities |
(i) | acts of God; |
(ii) | any Government requisition, control, intervention, requirement or interference; |
(iv) | riots, civil commotion, blockades or embargoes; |
(v) | epidemics; |
(vi) | earthquakes, landslides, floods or other extraordinary weather conditions; |
(viii) | fire, accident, explosion except where caused by negligence of the party seeking to invoke force majeure; and |
(ix) | any other similar cause beyond the reasonable control of either party. |
(c) | Indemnity |
(d) | "Himalaya" |
18. | General Administration |
19. | Inspection of Vessel |
20. | Compliance with Laws and Regulations |
21. | Duration of the Agreement |
22. | Termination |
(a) | Owners' or Managers' default |
(b) | Notwithstanding Sub-clause 22(a): |
(c) | Extraordinary Termination |
(d) | For the purpose of Sub-clause 22(c) hereof: |
(i) | the date upon which the Vessel is to be treated as having been sold or otherwise disposed of shall be |
23. | BIMCO Dispute Resolution Clause |
24. | Notices |
25. | Entire Agreement |
26. | Third Party Rights |
27. | Partial Validity |
28. | Interpretation |
(a) | Singular/Plural |
(b) | Headings |
(c) | Day |
29. | Change of control |
30. | Other Fees |
30.1 | Incentive Fee |
30.2 | Chartering |
30.3 | Sale and purchase |
BIMCO
|
SHIPMAN 2009
STANDARD SHIP MANAGEMENT AGREEMENT
PART I
|
||||
1. Place and date of Agreement
Dated as of 11th September 2013
Vessel's Name: m/v "VEGA CRUSADER"
|
2. Date of commencement of Agreement (Cls. 2,12, 21 and 25)
11th September 2013
|
||||
3. Owners (name, place of registered office and law of registry) (Cl. 1)
|
4. Managers (name, place of registered office and law of registry) (Cl. 1)
|
||||
(i) Name: VEGA CRUSADER AS
|
(i) Name: TMS OFFSHORE SERVICES LTD.
|
||||
(ii) Place of registered office: Handelens hus 7, etg Radhusgata 3, 4611 Kristlansand S, 1001
Kristlansand, Norway
|
(ii) Place of registered office: Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960
|
||||
(iii) Law of registry:
|
(iii) Law of registry: Marshall Islands
|
||||
5. The Company (with reference to the ISM/ISPS Codes) (state name and IMO Unique Company Identification number. If the Company is a third party then also state registered office and principal place of business (Cls. 1 and 9(c)(i))
|
6. Technical Management (state "yes" or "no" as agreed) (Cl. 4)
YES
|
||||
(i) Name: TMS OFFSHORE SERVICES LTD.
|
7. Crew Management (state "yes or no" as agreed (Cl. 5(a))
|
||||
YES
|
|||||
(ii) IMO Unique Company Identification number: 5752521
|
|||||
8. Commercial Management (state "yes or no" as agreed) (Cl. 6)
|
|||||
(iii) Place of registered office: Trust Company Complex Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960
|
NO
|
||||
(iv) Principal place of business: Athens Shipmanagement office, 11 Fragkokklisias street, GR 151 25, Marousi, Athens, Greece
|
|||||
9. Chartering Services period (only to be filed in if "yes" stated in Box 8) (Cl. 6(a))
|
10. Crew Insurance arrangements (state "yes" or "no" as agreed)
|
||||
(i) Crew Insurances' (Cl. 5(b)): YES
|
|||||
N/A
|
|||||
(ii) Insurance for persons proceeding to sea onboard (Cl. 5(b)(i)): YES
|
|||||
*only to apply if Crew Management (Cl.5(a)) agreed (see Box 7)
|
|||||
11. Insurance arrangements (state "yes" or "no" as agreed) (Cl. 7)
|
12. Optional insurances (state optional insurance(s) as agreed, such as piracy, kidnap and ransom, loss of hire and FD & D) (Cl. 10(a)(iv))
|
||||
YES
|
AS REQUIRED
|
||||
13. Interest (state rate of interest to apply after due date to outstanding sums) (Cl. 9(a))
|
14.
|
||||
ONE (1%) PERCENT PLUS ONE MONTH LIBOR
|
Euros 1,000.00
|
||||
15. Manager's nominated account (Cl. 12(a))
|
16. Daily rate (state rate for days in excess of those agreed in budget) (Cl. 12(c))
|
||||
TO BE ADVISED BY MANAGERS
|
USD 700,00 (12 DAYS)
|
||||
17. Lay-up period/number of months (Cl. 12(d))
|
|||||
N/A
|
|||||
18. Minimum contact period (state number of months) (Cl. 21(a))
|
19. Management fee on termination (state number of months to apply) (Cl. 22(g))
|
||||
Five years from the date indicated in Box 2
|
THREE (3) MONTHS
|
||||
20. Severance Costs (state maximum amount) (Cl. 22(h)(ii))
|
21. Dispute Resolution (state alternative Cl. 23(a), 23(b) or 23(c). If Cl. 23(c) place of arbitration must be stated) (Cl. 23)
|
||||
As per applicable Collective Bargaining Agreement (CBA)
|
CLAUSE 23(a) (LONDON)
|
||||
22. Notices (state full style contact details for serving notice and communication to the Owners) (Cl. 24)
|
20. Notices (state full contact details for serving notice and communication to the Managers) (Cl. 24)
|
||||
c/o ASSET PLUS LIMITED
Skopa, 10, Tribune House, 1075, Nicosis, Cyprus
Tel: (+357) 22 7675 15
E-mail: law@kkgadvocates.com
|
TMS OFFSHORE SERVICES LTD., Athens, Shipmanagement Office
11 Fragkokklisias street, GR 151 25, Marousi, Athens, Greece
Tel: (+30) 216 200 2900
E-mail: operations@tms-offshore.com
|
It is mutually agreed between the party stated in Box 3 and the party stated in Box 4 that this Agreement consisting of PART I and PART II as well as Annexes "A" (Details of Vessel or Vessels), "B" (Details of Crew), C ("Budget") "D" (Associated vessels) and "E" (Fee Schedule) attached hereto, shall be performed subject to the conditions contained herein. In the event of a conflict of conditions, the provisions of PART I and Annexes "A", "B", "C", "D" and "E" shall prevail over those of PART II to the extent of such conflict but no further.
|
||
Signature(s) (Owners)
Dimitrios Papavasileiou
Attorney-in-fact
/s/ Dimitrios Papavasileiou
|
Signature(s) (Managers)
Gerasimos Amourgis
Legal Representative
/s/ Gerasimos Amougis
|
Particulars of Vessel(s):
|
Call Sing
|
-
|
LAQF7
|
IMO No.
|
-
|
9651345
|
|
Flag
|
-
|
Norway
|
|
Built
|
-
|
2012
|
|
SDWT
|
-
|
1,456.91
|
|
Grt
|
-
|
1,680
|
|
Nrt
|
-
|
504
|
ANNEX "B" (DETAILS OF CREW)
TO THE BIMCO STANDARD SHIP MANAGEMENT AGREEMENT
CODE NAME: SHIPMAN 2009
|
N/A
|
||
Date of Agreement
|
||
Details of Crew
|
||
Numbers
|
Rank
|
Nationality
|
ANNEX "C" (BUDGET) TO
THE BALTIC AND INTERNATIONAL MARITIME COUNCIL (BIMCO)
STANDARD SHIP MANAGEMENT AGREEMENT — CODE NAME: "SHIPMAN 98"
|
ITEMS
|
11/09 - 31/12 (112 days) (USD)
|
MONTHLY (USD)
|
|||||||||
1
|
TOTAL CREW EXPENSES
|
404,992
|
109,987
|
||||||||
2
|
STORES
|
48,720
|
13,231
|
||||||||
3
|
SPARES
|
127,120
|
34,523
|
||||||||
4
|
REPAIR / MAINTENANCE / SURVEY
|
75,824
|
20,592
|
||||||||
5
|
LUBRICANTS
|
21,504
|
5,840
|
||||||||
6
|
SUPT. TRAVEL / COMM. / MISC.
|
85,743
|
23,286
|
||||||||
7
|
INSURANCE (H+M, P+I, WAR, LOH)
|
65,968
|
17,915
|
||||||||
GRAND TOTAL OPERATING COST
|
829,871
|
225,374
|
|||||||||
DAILY AVERAGE (EXCL. DOCKING COST)
|
7,410
|
||||||||||
PRE-DELIVERY COST
|
0
|
1. | Prices basis Continent & Brazil, otherwise, to be charged at actual |
2. | Crew change basis Brazilian ports, otherwise, to be adjusted |
3. | Spares costs are for routine maintenance (excluding major items) |
4. | Parity Euro / USD at 1,30 |
5. | The budget for Superintendent expenses is based on 5 visits per year of 4 days per each visit, i.e. 20 Superintendent days. Any additional attendance will be charged extra by the day at a standard rate of Euro 500 per day plus expenses. |
ANNEX "D" (ASSOCIATED VESSELS)
TO THE BIMCO STANDARD SHIP MANAGEMENT AGREEMENT
CODE NAME: SHIPMAN 2009
|
ANNEX "E" (FEE SCHEDULE)
TO THE BIMCO STANDARD SHIP MANAGEMENT AGREEMENT
CODE NAME: SHIPMAN 2009
|
1. | Definitions |
2. | Commencement and Appointment |
3. | Authority of the Managers |
4. | Technical Management |
(a) | ensuring that the Vessel complies with the requirements of the law of the Flag State; |
(f) | arranging the supply of necessary stores, spares and lubricating oil; |
5. | Crew Management and Crew Insurances |
(a) | Crew Management |
(I) | selecting, engaging and providing for the administration of the Crew, including, as applicable, payroll arrangements, pension arrangements, tax, social security contributions and other mandatory dues related to their employment payable in each Crew member's country of domicile; |
(ii) | ensuring that the applicable requirements of the law of the Flag State in respect of rank, qualification and certification of the Crew and employment regulations, such as Crew's tax and social insurance, are satisfied; |
(iii) | ensuring that all Crew have passed a medical examination with a qualified doctor certifying that they are fit for the duties for which they are engaged and are in possession of valid medical certificates issued in accordance with appropriate Flag State requirements or such higher standard of medical examination as may be agreed with the Owners. In the absence of applicable Flag State requirements the medical certificate shall be valid at the time when the respective Crew member arrives on board the Vessel and shall be maintained for the duration of the service on board the Vessel; |
(iv) | ensuring that the Crew shall have a common working language and a command of the English language of a sufficient standard to enable them to perform their duties safely; |
(v) | arranging transportation of the Crew, including repatriation; |
(vi) | training of the Crew; |
(vii) | conducting union negotiations; and |
(viii) | if the Managers are the Company, ensuring that the Crew, on joining the Vessel, are given proper familiarisation with their duties in relation to the Vessel's SMS and that instructions which are essential to the SMS are identified, documented and given to the Crew prior to sailing. |
(ix) | if the Managers are not the Company: |
(x) | Where Managers are not providing technical management services in accordance with Clause 4 (Technical Management): |
(i) | arranging Crew Insurances in accordance with the best practice of prudent managers of vessels of a similar type to the Vessel, with sound and reputable insurance companies, underwriters or associations. Insurances for any other persons proceeding to sea onboard the Vessel may be separately agreed by the Owners and the Managers (see Box 10); |
(ii) | ensuring that the Owners are aware of the terms, conditions, exceptions and limits of liability of the insurances in Sub-clause 5(b)(i); |
(iii) | ensuring that all premiums or calls in respect of the insurances in Sub-clause 5(b)(i) are paid by their due date; |
(iv) | if obtainable at no additional cost, ensuring that insurances in Sub-clause 5(b)(i) name the Owners as a joint assured with full cover and, unless otherwise agreed, on terms such that Owners shall be under no liability in respect of premiums or calls arising in connection with such insurances. |
(v) | providing written evidence, to the reasonable satisfaction of the Owners, of the Managers' compliance with their obligations under Sub-clauses 5(b)(ii), and 5(b)(iii) within a reasonable time of the commencement of this Agreement, and of each renewal date and, if specifically requested, of each payment date of the insurances in Sub-clause 5(b)(i). |
6. | Commercial Management |
7. | Insurance Arrangements |
8. | Managers' Obligations |
9. | Owners' Obligations |
(i) | report (or where the Owners are not the registered owners of the Vessel procure that the registered owners report) to the Flag State administration the details of the Managers as the Company as required to comply with the ISM and ISPS Codes; |
(ii) | procure that any officers and ratings supplied by them or on their behalf comply with the requirements of STCW 95; and |
(iii) | instruct such officers and ratings to obey all reasonable orders of the Managers (in their capacity as the Company) in connection with the operation of the Managers' safety management system. |
(i) | procure that the requirements of the Flag State are satisfied and notify the Managers upon execution of this Agreement of the name and contact details of the organization that will be the Company by completing Box 5; |
(ii) | if the Company changes at any time during this Agreement, notify the Managers in a timely manner of the name and contact details of the new organization; |
(iii) | procure that the details of the Company, including any change thereof, are reported to the Flag State administration as required to comply with the ISM and ISPS Codes. The Owners shall advise the Managers in a timely manner when the Flag State administration has approved the Company; and |
(iv) | unless otherwise agreed, arrange for the supply of provisions at their own expense. |
(i) | inform the Managers prior to ordering the Vessel to any excluded or additional premium area under any of the Owners' Insurances by reason of war risks and/or piracy or like perils and pay whatever additional costs may properly be incurred by the Managers as a consequence of such orders including, if necessary, the costs of replacing any member of the Crew. My delays resulting from negotiation with or replacement of any member of the Crew as a result of the Vessel being ordered to such an area |
(ii) | agree with the Managers prior to any change of flag of the Vessel and pay whatever additional costs may properly be incurred by the Managers as a consequence of such change. If agreement cannot be reached then either party may terminate this Agreement in accordance with Sub-clause 22(e); and |
(iii) | provide, at no cost to the Managers, in accordance with the requirements of the law of the Flag State, or higher standard, as mutually agreed, adequate Crew accommodation and living standards. |
10. | Insurance Policies |
(i) | hull and machinery marine risks (including but not limited to crew negligence) and excess liabilities; |
(ii) | protection and indemnity risks (including but not limited to pollution risks, diversion expenses and, except to the extent insured separately by the Managers in accordance with Sub-clause 5(b)(i), Crew Insurances; |
(iii) | war risks (including but not limited to blocking and trapping, protection and indemnity, terrorism and crew risks); |
11. | Income Collected and Expenses Paid on Behalf of Owners |
12. | Management Fee and Expenses |
13. | Budgets and Management of Funds |
14. | Trading Restrictions |
15. | Replacement |
16. | Managers' Right to Sub-Contract |
17. | Responsibilities |
(i) | acts of God; |
(ii) | any Government requisition, control, intervention, requirement or interference; |
(iv) | riots, civil commotion, blockades or embargoes; |
(v) | epidemics; |
(vi) | earthquakes, landslides, floods or other extraordinary weather conditions; |
(viii) | fire, accident, explosion except where caused by negligence of the party seeking to invoke force majeure; and |
(ix) | any other similar cause beyond the reasonable control of either party. |
(c) | Indemnity |
(d) | "Himalaya" |
18. | General Administration |
19. | Inspection of Vessel |
20. | Compliance with Laws and Regulations |
21. | Duration of the Agreement |
22. | Termination |
(a) | Owners' or Managers' default |
(b) | Notwithstanding Sub-clause 22(a): |
(c) | Extraordinary Termination |
(d) | For the purpose of Sub-clause 22(c) hereof: |
(i) | the date upon which the Vessel is to be treated as having been sold or otherwise disposed of shall be |
23. | BIMCO Dispute Resolution Clause |
24. | Notices |
25. | Entire Agreement |
26. | Third Party Rights |
27. | Partial Validity |
28. | Interpretation |
(a) | Singular/Plural |
(b) | Headings |
(c) | Day |
29. | Change of control |
30. | Other Fees |
30.1 | Incentive Fee |
30.2 | Chartering |
30.3 | Sale and purchase |
BIMCO
|
SHIPMAN 2009
STANDARD SHIP MANAGEMENT AGREEMENT
PART I
|
||||
1. Place and date of Agreement
Dated as of 11th September 2013
Vessel's Name: m/v "VEGA EMTOLI"
|
2. Date of commencement of Agreement (Cls. 2,12, 21 and 25)
11th September 2013
|
||||
3. Owners (name, place of registered office and law of registry) (Cl. 1)
|
4. Managers (name, place of registered office and law of registry) (Cl. 1)
|
||||
(i) Name: VEGA EMTOLI AS
|
(i) Name: TMS OFFSHORE SERVICES LTD.
|
||||
(ii) Place of registered office: Handelens hus 7, etg Radhusgata 3, 4611 Kristlansand S, 1001
Kristlansand, Norway
|
(ii) Place of registered office: Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960
|
||||
(iii) Law of registry:
|
(iii) Law of registry: Marshall Islands
|
||||
5. The Company (with reference to the ISM/ISPS Codes) (state name and IMO Unique Company Identification number. If the Company is a third party then also state registered office and principal place of business (Cls. 1 and 9(c)(i))
|
6. Technical Management (state "yes" or "no" as agreed) (Cl. 4)
YES
|
||||
(i) Name: TMS OFFSHORE SERVICES LTD.
|
7. Crew Management (state "yes or no" as agreed (Cl. 5(a))
|
||||
YES
|
|||||
(ii) IMO Unique Company Identification number: 5752521
|
|||||
8. Commercial Management (state "yes or no" as agreed) (Cl. 6)
|
|||||
(iii) Place of registered office: Trust Company Complex Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960
|
NO
|
||||
(iv) Principal place of business: Athens Shipmanagement office, 11 Fragkokklisias street, GR 151 25, Marousi, Athens, Greece
|
|||||
9. Chartering Services period (only to be filed in if "yes" stated in Box 8) (Cl. 6(a))
|
10. Crew Insurance arrangements (state "yes" or "no" as agreed)
|
||||
(i) Crew Insurances' (Cl. 5(b)): YES
|
|||||
N/A
|
|||||
(ii) Insurance for persons proceeding to sea onboard (Cl. 5(b)(i)): YES
|
|||||
*only to apply if Crew Management (Cl.5(a)) agreed (see Box 7)
|
|||||
11. Insurance arrangements (state "yes" or "no" as agreed) (Cl. 7)
|
12. Optional insurances (state optional insurance(s) as agreed, such as piracy, kidnap and ransom, loss of hire and FD & D) (Cl. 10(a)(iv))
|
||||
YES
|
AS REQUIRED
|
||||
13. Interest (state rate of interest to apply after due date to outstanding sums) (Cl. 9(a))
|
14.
|
||||
ONE (1%) PERCENT PLUS ONE MONTH LIBOR
|
Euros 1,000.00
|
||||
15. Manager's nominated account (Cl. 12(a))
|
16. Daily rate (state rate for days in excess of those agreed in budget) (Cl. 12(c))
|
||||
TO BE ADVISED BY MANAGERS
|
USD 700,00 (12 DAYS)
|
||||
17. Lay-up period/number of months (Cl. 12(d))
|
|||||
N/A
|
|||||
18. Minimum contact period (state number of months) (Cl. 21(a))
|
19. Management fee on termination (state number of months to apply) (Cl. 22(g))
|
||||
Five years from the date indicated in Box 2
|
THREE (3) MONTHS
|
||||
20. Severance Costs (state maximum amount) (Cl. 22(h)(ii))
|
21. Dispute Resolution (state alternative Cl. 23(a), 23(b) or 23(c). If Cl. 23(c) place of arbitration must be stated) (Cl. 23)
|
||||
As per applicable Collective Bargaining Agreement (CBA)
|
CLAUSE 23(a) (LONDON)
|
||||
22. Notices (state full style contact details for serving notice and communication to the Owners) (Cl. 24)
|
20. Notices (state full contact details for serving notice and communication to the Managers) (Cl. 24)
|
||||
c/o ASSET PLUS LIMITED
Skopa, 10, Tribune House, 1075, Nicosis, Cyprus
Tel: (+357) 22 7675 15
E-mail: law@kkgadvocates.com
|
TMS OFFSHORE SERVICES LTD., Athens, Shipmanagement Office
11 Fragkokklisias street, GR 151 25, Marousi, Athens, Greece
Tel: (+30) 216 200 2900
E-mail: operations@tms-offshore.com
|
It is mutually agreed between the party stated in Box 3 and the party stated in Box 4 that this Agreement consisting of PART I and PART II as well as Annexes "A" (Details of Vessel or Vessels), "B" (Details of Crew), C ("Budget") "D" (Associated vessels) and "E" (Fee Schedule) attached hereto, shall be performed subject to the conditions contained herein. In the event of a conflict of conditions, the provisions of PART I and Annexes "A", "B", "C", "D" and "E" shall prevail over those of PART II to the extent of such conflict but no further.
|
||
Signature(s) (Owners)
Dimitrios Papavasileiou
Attorney-in-fact
/s/ Dimitrios Papavasileiou
|
Signature(s) (Managers)
Gerasimos Amourgis
Legal Representative
/s/ Gerasimos Amougis
|
Particulars of Vessel(s):
|
Call Sing
|
-
|
LAQY7
|
IMO No.
|
-
|
9655731
|
|
Flag
|
-
|
Norway
|
|
Built
|
-
|
2013
|
|
SDWT
|
-
|
1,362.33
|
|
Grt
|
-
|
1,695
|
|
Nrt
|
-
|
508
|
ANNEX "B" (DETAILS OF CREW)
TO THE BIMCO STANDARD SHIP MANAGEMENT AGREEMENT
CODE NAME: SHIPMAN 2009
|
N/A
|
||
Date of Agreement
|
||
Details of Crew
|
||
Numbers
|
Rank
|
Nationality
|
ANNEX "C" (BUDGET) TO
THE BALTIC AND INTERNATIONAL MARITIME COUNCIL (BIMCO)
STANDARD SHIP MANAGEMENT AGREEMENT — CODE NAME: "SHIPMAN 98"
|
ITEMS
|
11/09 - 31/12 (112 days) (USD)
|
MONTHLY (USD)
|
|||||||||
1
|
TOTAL CREW EXPENSES
|
455,280
|
123,644
|
||||||||
2
|
STORES
|
45,529
|
12,365
|
||||||||
3
|
SPARES
|
128,912
|
35,010
|
||||||||
4
|
REPAIR / MAINTENANCE / SURVEY
|
75,824
|
20,592
|
||||||||
5
|
LUBRICANTS
|
14,560
|
3,954
|
||||||||
6
|
SUPT. TRAVEL / COMM. / MISC.
|
85,792
|
23,299
|
||||||||
7
|
INSURANCE (H+M, P+I, WAR, LOH)
|
80,976
|
21,991
|
||||||||
GRAND TOTAL OPERATING COST
|
886,873
|
240,855
|
|||||||||
DAILY AVERAGE (EXCL. DOCKING COST)
|
7,919
|
||||||||||
PRE-DELIVERY COST
|
0
|
1. | Prices basis Continent & Brazil, otherwise, to be charged at actual |
2. | Crew change basis Brazilian ports, otherwise, to be adjusted |
3. | Spares costs are for routine maintenance (excluding major items) |
4. | Parity Euro / USD at 1,30 |
5. | The budget for Superintendent expenses is based on 5 visits per year of 4 days per each visit, i.e. 20 Superintendent days. Any additional attendance will be charged extra by the day at a standard rate of Euro 500 per day plus expenses. |
ANNEX "D" (ASSOCIATED VESSELS)
TO THE BIMCO STANDARD SHIP MANAGEMENT AGREEMENT
CODE NAME: SHIPMAN 2009
|
ANNEX "E" (FEE SCHEDULE)
TO THE BIMCO STANDARD SHIP MANAGEMENT AGREEMENT
CODE NAME: SHIPMAN 2009
|
1. | Definitions |
2. | Commencement and Appointment |
3. | Authority of the Managers |
4. | Technical Management |
(a) | ensuring that the Vessel complies with the requirements of the law of the Flag State; |
(f) | arranging the supply of necessary stores, spares and lubricating oil; |
5. | Crew Management and Crew Insurances |
(a) | Crew Management |
(I) | selecting, engaging and providing for the administration of the Crew, including, as applicable, payroll arrangements, pension arrangements, tax, social security contributions and other mandatory dues related to their employment payable in each Crew member's country of domicile; |
(ii) | ensuring that the applicable requirements of the law of the Flag State in respect of rank, qualification and certification of the Crew and employment regulations, such as Crew's tax and social insurance, are satisfied; |
(iii) | ensuring that all Crew have passed a medical examination with a qualified doctor certifying that they are fit for the duties for which they are engaged and are in possession of valid medical certificates issued in accordance with appropriate Flag State requirements or such higher standard of medical examination as may be agreed with the Owners. In the absence of applicable Flag State requirements the medical certificate shall be valid at the time when the respective Crew member arrives on board the Vessel and shall be maintained for the duration of the service on board the Vessel; |
(iv) | ensuring that the Crew shall have a common working language and a command of the English language of a sufficient standard to enable them to perform their duties safely; |
(v) | arranging transportation of the Crew, including repatriation; |
(vi) | training of the Crew; |
(vii) | conducting union negotiations; and |
(viii) | if the Managers are the Company, ensuring that the Crew, on joining the Vessel, are given proper familiarisation with their duties in relation to the Vessel's SMS and that instructions which are essential to the SMS are identified, documented and given to the Crew prior to sailing. |
(ix) | if the Managers are not the Company: |
(x) | Where Managers are not providing technical management services in accordance with Clause 4 (Technical Management): |
(i) | arranging Crew Insurances in accordance with the best practice of prudent managers of vessels of a similar type to the Vessel, with sound and reputable insurance companies, underwriters or associations. Insurances for any other persons proceeding to sea onboard the Vessel may be separately agreed by the Owners and the Managers (see Box 10); |
(ii) | ensuring that the Owners are aware of the terms, conditions, exceptions and limits of liability of the insurances in Sub-clause 5(b)(i); |
(iii) | ensuring that all premiums or calls in respect of the insurances in Sub-clause 5(b)(i) are paid by their due date; |
(iv) | if obtainable at no additional cost, ensuring that insurances in Sub-clause 5(b)(i) name the Owners as a joint assured with full cover and, unless otherwise agreed, on terms such that Owners shall be under no liability in respect of premiums or calls arising in connection with such insurances. |
(v) | providing written evidence, to the reasonable satisfaction of the Owners, of the Managers' compliance with their obligations under Sub-clauses 5(b)(ii), and 5(b)(iii) within a reasonable time of the commencement of this Agreement, and of each renewal date and, if specifically requested, of each payment date of the insurances in Sub-clause 5(b)(i). |
6. | Commercial Management |
7. | Insurance Arrangements |
8. | Managers' Obligations |
9. | Owners' Obligations |
(i) | report (or where the Owners are not the registered owners of the Vessel procure that the registered owners report) to the Flag State administration the details of the Managers as the Company as required to comply with the ISM and ISPS Codes; |
(ii) | procure that any officers and ratings supplied by them or on their behalf comply with the requirements of STCW 95; and |
(iii) | instruct such officers and ratings to obey all reasonable orders of the Managers (in their capacity as the Company) in connection with the operation of the Managers' safety management system. |
(i) | procure that the requirements of the Flag State are satisfied and notify the Managers upon execution of this Agreement of the name and contact details of the organization that will be the Company by completing Box 5; |
(ii) | if the Company changes at any time during this Agreement, notify the Managers in a timely manner of the name and contact details of the new organization; |
(iii) | procure that the details of the Company, including any change thereof, are reported to the Flag State administration as required to comply with the ISM and ISPS Codes. The Owners shall advise the Managers in a timely manner when the Flag State administration has approved the Company; and |
(iv) | unless otherwise agreed, arrange for the supply of provisions at their own expense. |
(i) | inform the Managers prior to ordering the Vessel to any excluded or additional premium area under any of the Owners' Insurances by reason of war risks and/or piracy or like perils and pay whatever additional costs may properly be incurred by the Managers as a consequence of such orders including, if necessary, the costs of replacing any member of the Crew. My delays resulting from negotiation with or replacement of any member of the Crew as a result of the Vessel being ordered to such an area |
(ii) | agree with the Managers prior to any change of flag of the Vessel and pay whatever additional costs may properly be incurred by the Managers as a consequence of such change. If agreement cannot be reached then either party may terminate this Agreement in accordance with Sub-clause 22(e); and |
(iii) | provide, at no cost to the Managers, in accordance with the requirements of the law of the Flag State, or higher standard, as mutually agreed, adequate Crew accommodation and living standards. |
10. | Insurance Policies |
(i) | hull and machinery marine risks (including but not limited to crew negligence) and excess liabilities; |
(ii) | protection and indemnity risks (including but not limited to pollution risks, diversion expenses and, except to the extent insured separately by the Managers in accordance with Sub-clause 5(b)(i), Crew Insurances; |
(iii) | war risks (including but not limited to blocking and trapping, protection and indemnity, terrorism and crew risks); |
11. | Income Collected and Expenses Paid on Behalf of Owners |
12. | Management Fee and Expenses |
13. | Budgets and Management of Funds |
14. | Trading Restrictions |
15. | Replacement |
16. | Managers' Right to Sub-Contract |
17. | Responsibilities |
(i) | acts of God; |
(ii) | any Government requisition, control, intervention, requirement or interference; |
(iv) | riots, civil commotion, blockades or embargoes; |
(v) | epidemics; |
(vi) | earthquakes, landslides, floods or other extraordinary weather conditions; |
(viii) | fire, accident, explosion except where caused by negligence of the party seeking to invoke force majeure; and |
(ix) | any other similar cause beyond the reasonable control of either party. |
(c) | Indemnity |
(d) | "Himalaya" |
18. | General Administration |
19. | Inspection of Vessel |
20. | Compliance with Laws and Regulations |
21. | Duration of the Agreement |
22. | Termination |
(a) | Owners' or Managers' default |
(b) | Notwithstanding Sub-clause 22(a): |
(c) | Extraordinary Termination |
(d) | For the purpose of Sub-clause 22(c) hereof: |
(i) | the date upon which the Vessel is to be treated as having been sold or otherwise disposed of shall be |
23. | BIMCO Dispute Resolution Clause |
24. | Notices |
25. | Entire Agreement |
26. | Third Party Rights |
27. | Partial Validity |
28. | Interpretation |
(a) | Singular/Plural |
(b) | Headings |
(c) | Day |
29. | Change of control |
30. | Other Fees |
30.1 | Incentive Fee |
30.2 | Chartering |
30.3 | Sale and purchase |
BIMCO
|
SHIPMAN 2009
STANDARD SHIP MANAGEMENT AGREEMENT
PART I
|
||||
1. Place and date of Agreement
Dated as of 11th September 2013
Vessel's Name: m/v "VEGA JUNIZ"
|
2. Date of commencement of Agreement (Cls. 2,12, 21 and 25)
11th September 2013
|
||||
3. Owners (name, place of registered office and law of registry) (Cl. 1)
|
4. Managers (name, place of registered office and law of registry) (Cl. 1)
|
||||
(i) Name: VEGA JUNIZ AS
|
(i) Name: TMS OFFSHORE SERVICES LTD.
|
||||
(ii) Place of registered office: Handelens hus 7, etg Radhusgata 3, 4611 Kristlansand S, 1001
Kristlansand, Norway
|
(ii) Place of registered office: Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960
|
||||
(iii) Law of registry:
|
(iii) Law of registry: Marshall Islands
|
||||
5. The Company (with reference to the ISM/ISPS Codes) (state name and IMO Unique Company Identification number. If the Company is a third party then also state registered office and principal place of business (Cls. 1 and 9(c)(i))
|
6. Technical Management (state "yes" or "no" as agreed) (Cl. 4)
YES
|
||||
(i) Name: TMS OFFSHORE SERVICES LTD.
|
7. Crew Management (state "yes or no" as agreed (Cl. 5(a))
|
||||
YES
|
|||||
(ii) IMO Unique Company Identification number: 5752521
|
|||||
8. Commercial Management (state "yes or no" as agreed) (Cl. 6)
|
|||||
(iii) Place of registered office: Trust Company Complex Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960
|
NO
|
||||
(iv) Principal place of business: Athens Shipmanagement office, 11 Fragkokklisias street, GR 151 25, Marousi, Athens, Greece
|
|||||
9. Chartering Services period (only to be filed in if "yes" stated in Box 8) (Cl. 6(a))
|
10. Crew Insurance arrangements (state "yes" or "no" as agreed)
|
||||
(i) Crew Insurances' (Cl. 5(b)): YES
|
|||||
N/A
|
|||||
(ii) Insurance for persons proceeding to sea onboard (Cl. 5(b)(i)): YES
|
|||||
*only to apply if Crew Management (Cl.5(a)) agreed (see Box 7)
|
|||||
11. Insurance arrangements (state "yes" or "no" as agreed) (Cl. 7)
|
12. Optional insurances (state optional insurance(s) as agreed, such as piracy, kidnap and ransom, loss of hire and FD & D) (Cl. 10(a)(iv))
|
||||
YES
|
AS REQUIRED
|
||||
13. Interest (state rate of interest to apply after due date to outstanding sums) (Cl. 9(a))
|
14.
|
||||
ONE (1%) PERCENT PLUS ONE MONTH LIBOR
|
Euros 1,000.00
|
||||
15. Manager's nominated account (Cl. 12(a))
|
16. Daily rate (state rate for days in excess of those agreed in budget) (Cl. 12(c))
|
||||
TO BE ADVISED BY MANAGERS
|
USD 700,00 (12 DAYS)
|
||||
17. Lay-up period/number of months (Cl. 12(d))
|
|||||
N/A
|
|||||
18. Minimum contact period (state number of months) (Cl. 21(a))
|
19. Management fee on termination (state number of months to apply) (Cl. 22(g))
|
||||
Five years from the date indicated in Box 2
|
THREE (3) MONTHS
|
||||
20. Severance Costs (state maximum amount) (Cl. 22(h)(ii))
|
21. Dispute Resolution (state alternative Cl. 23(a), 23(b) or 23(c). If Cl. 23(c) place of arbitration must be stated) (Cl. 23)
|
||||
As per applicable Collective Bargaining Agreement (CBA)
|
CLAUSE 23(a) (LONDON)
|
||||
22. Notices (state full style contact details for serving notice and communication to the Owners) (Cl. 24)
|
20. Notices (state full contact details for serving notice and communication to the Managers) (Cl. 24)
|
||||
c/o ASSET PLUS LIMITED
Skopa, 10, Tribune House, 1075, Nicosis, Cyprus
Tel: (+357) 22 7675 15
E-mail: law@kkgadvocates.com
|
TMS OFFSHORE SERVICES LTD., Athens, Shipmanagement Office
11 Fragkokklisias street, GR 151 25, Marousi, Athens, Greece
Tel: (+30) 216 200 2900
E-mail: operations@tms-offshore.com
|
It is mutually agreed between the party stated in Box 3 and the party stated in Box 4 that this Agreement consisting of PART I and PART II as well as Annexes "A" (Details of Vessel or Vessels), "B" (Details of Crew), C ("Budget") "D" (Associated vessels) and "E" (Fee Schedule) attached hereto, shall be performed subject to the conditions contained herein. In the event of a conflict of conditions, the provisions of PART I and Annexes "A", "B", "C", "D" and "E" shall prevail over those of PART II to the extent of such conflict but no further.
|
||
Signature(s) (Owners)
Dimitrios Papavasileiou
Attorney-in-fact
/s/ Dimitrios Papavasileiou
|
Signature(s) (Managers)
Gerasimos Amourgis
Legal Representative
/s/ Gerasimos Amougis
|
Particulars of Vessel(s):
|
Call Sing
|
-
|
LAQX7
|
IMO No.
|
-
|
9651307
|
|
Flag
|
-
|
Norway
|
|
Built
|
-
|
2012
|
|
SDWT
|
-
|
1,313.90
|
|
Grt
|
-
|
1,695
|
|
Nrt
|
-
|
508
|
ANNEX "B" (DETAILS OF CREW)
TO THE BIMCO STANDARD SHIP MANAGEMENT AGREEMENT
CODE NAME: SHIPMAN 2009
|
N/A
|
||
Date of Agreement
|
||
Details of Crew
|
||
Numbers
|
Rank
|
Nationality
|
ANNEX "C" (BUDGET) TO
THE BALTIC AND INTERNATIONAL MARITIME COUNCIL (BIMCO)
STANDARD SHIP MANAGEMENT AGREEMENT — CODE NAME: "SHIPMAN 98"
|
ITEMS
|
20/09 - 31/12 (103 days) (USD)
|
MONTHLY (USD)
|
|||||||||
1
|
TOTAL CREW EXPENSES
|
389,237
|
114,945
|
||||||||
2
|
STORES
|
41,921
|
12,380
|
||||||||
3
|
SPARES
|
118,244
|
34,918
|
||||||||
4
|
REPAIR / MAINTENANCE / SURVEY
|
71,173
|
21,018
|
||||||||
5
|
LUBRICANTS
|
15,141
|
4,471
|
||||||||
6
|
SUPT. TRAVEL / COMM. / MISC.
|
78,853
|
23,286
|
||||||||
7
|
INSURANCE (H+M, P+I, WAR, LOH)
|
74,469
|
21,991
|
||||||||
GRAND TOTAL OPERATING COST
|
789,038
|
233,009
|
|||||||||
DAILY AVERAGE (EXCL. DOCKING COST)
|
7,661
|
||||||||||
PRE-DELIVERY COST
|
0
|
1. | Prices basis Continent & Brazil, otherwise, to be charged at actual |
2. | Crew change basis Brazilian ports, otherwise, to be adjusted |
3. | Spares costs are for routine maintenance (excluding major items) |
4. | Parity Euro / USD at 1,30 |
5. | The budget for Superintendent expenses is based on 5 visits per year of 4 days per each visit, i.e. 20 Superintendent days. Any additional attendance will be charged extra by the day at a standard rate of Euro 500 per day plus expenses. |
ANNEX "D" (ASSOCIATED VESSELS)
TO THE BIMCO STANDARD SHIP MANAGEMENT AGREEMENT
CODE NAME: SHIPMAN 2009
|
ANNEX "E" (FEE SCHEDULE)
TO THE BIMCO STANDARD SHIP MANAGEMENT AGREEMENT
CODE NAME: SHIPMAN 2009
|
1. | Definitions |
2. | Commencement and Appointment |
3. | Authority of the Managers |
4. | Technical Management |
(a) | ensuring that the Vessel complies with the requirements of the law of the Flag State; |
(f) | arranging the supply of necessary stores, spares and lubricating oil; |
5. | Crew Management and Crew Insurances |
(a) | Crew Management |
(I) | selecting, engaging and providing for the administration of the Crew, including, as applicable, payroll arrangements, pension arrangements, tax, social security contributions and other mandatory dues related to their employment payable in each Crew member's country of domicile; |
(ii) | ensuring that the applicable requirements of the law of the Flag State in respect of rank, qualification and certification of the Crew and employment regulations, such as Crew's tax and social insurance, are satisfied; |
(iii) | ensuring that all Crew have passed a medical examination with a qualified doctor certifying that they are fit for the duties for which they are engaged and are in possession of valid medical certificates issued in accordance with appropriate Flag State requirements or such higher standard of medical examination as may be agreed with the Owners. In the absence of applicable Flag State requirements the medical certificate shall be valid at the time when the respective Crew member arrives on board the Vessel and shall be maintained for the duration of the service on board the Vessel; |
(iv) | ensuring that the Crew shall have a common working language and a command of the English language of a sufficient standard to enable them to perform their duties safely; |
(v) | arranging transportation of the Crew, including repatriation; |
(vi) | training of the Crew; |
(vii) | conducting union negotiations; and |
(viii) | if the Managers are the Company, ensuring that the Crew, on joining the Vessel, are given proper familiarisation with their duties in relation to the Vessel's SMS and that instructions which are essential to the SMS are identified, documented and given to the Crew prior to sailing. |
(ix) | if the Managers are not the Company: |
(x) | Where Managers are not providing technical management services in accordance with Clause 4 (Technical Management): |
(i) | arranging Crew Insurances in accordance with the best practice of prudent managers of vessels of a similar type to the Vessel, with sound and reputable insurance companies, underwriters or associations. Insurances for any other persons proceeding to sea onboard the Vessel may be separately agreed by the Owners and the Managers (see Box 10); |
(ii) | ensuring that the Owners are aware of the terms, conditions, exceptions and limits of liability of the insurances in Sub-clause 5(b)(i); |
(iii) | ensuring that all premiums or calls in respect of the insurances in Sub-clause 5(b)(i) are paid by their due date; |
(iv) | if obtainable at no additional cost, ensuring that insurances in Sub-clause 5(b)(i) name the Owners as a joint assured with full cover and, unless otherwise agreed, on terms such that Owners shall be under no liability in respect of premiums or calls arising in connection with such insurances. |
(v) | providing written evidence, to the reasonable satisfaction of the Owners, of the Managers' compliance with their obligations under Sub-clauses 5(b)(ii), and 5(b)(iii) within a reasonable time of the commencement of this Agreement, and of each renewal date and, if specifically requested, of each payment date of the insurances in Sub-clause 5(b)(i). |
6. | Commercial Management |
7. | Insurance Arrangements |
8. | Managers' Obligations |
9. | Owners' Obligations |
(i) | report (or where the Owners are not the registered owners of the Vessel procure that the registered owners report) to the Flag State administration the details of the Managers as the Company as required to comply with the ISM and ISPS Codes; |
(ii) | procure that any officers and ratings supplied by them or on their behalf comply with the requirements of STCW 95; and |
(iii) | instruct such officers and ratings to obey all reasonable orders of the Managers (in their capacity as the Company) in connection with the operation of the Managers' safety management system. |
(i) | procure that the requirements of the Flag State are satisfied and notify the Managers upon execution of this Agreement of the name and contact details of the organization that will be the Company by completing Box 5; |
(ii) | if the Company changes at any time during this Agreement, notify the Managers in a timely manner of the name and contact details of the new organization; |
(iii) | procure that the details of the Company, including any change thereof, are reported to the Flag State administration as required to comply with the ISM and ISPS Codes. The Owners shall advise the Managers in a timely manner when the Flag State administration has approved the Company; and |
(iv) | unless otherwise agreed, arrange for the supply of provisions at their own expense. |
(i) | inform the Managers prior to ordering the Vessel to any excluded or additional premium area under any of the Owners' Insurances by reason of war risks and/or piracy or like perils and pay whatever additional costs may properly be incurred by the Managers as a consequence of such orders including, if necessary, the costs of replacing any member of the Crew. My delays resulting from negotiation with or replacement of any member of the Crew as a result of the Vessel being ordered to such an area |
(ii) | agree with the Managers prior to any change of flag of the Vessel and pay whatever additional costs may properly be incurred by the Managers as a consequence of such change. If agreement cannot be reached then either party may terminate this Agreement in accordance with Sub-clause 22(e); and |
(iii) | provide, at no cost to the Managers, in accordance with the requirements of the law of the Flag State, or higher standard, as mutually agreed, adequate Crew accommodation and living standards. |
10. | Insurance Policies |
(i) | hull and machinery marine risks (including but not limited to crew negligence) and excess liabilities; |
(ii) | protection and indemnity risks (including but not limited to pollution risks, diversion expenses and, except to the extent insured separately by the Managers in accordance with Sub-clause 5(b)(i), Crew Insurances; |
(iii) | war risks (including but not limited to blocking and trapping, protection and indemnity, terrorism and crew risks); |
11. | Income Collected and Expenses Paid on Behalf of Owners |
12. | Management Fee and Expenses |
13. | Budgets and Management of Funds |
14. | Trading Restrictions |
15. | Replacement |
16. | Managers' Right to Sub-Contract |
17. | Responsibilities |
(i) | acts of God; |
(ii) | any Government requisition, control, intervention, requirement or interference; |
(iv) | riots, civil commotion, blockades or embargoes; |
(v) | epidemics; |
(vi) | earthquakes, landslides, floods or other extraordinary weather conditions; |
(viii) | fire, accident, explosion except where caused by negligence of the party seeking to invoke force majeure; and |
(ix) | any other similar cause beyond the reasonable control of either party. |
(c) | Indemnity |
(d) | "Himalaya" |
18. | General Administration |
19. | Inspection of Vessel |
20. | Compliance with Laws and Regulations |
21. | Duration of the Agreement |
22. | Termination |
(a) | Owners' or Managers' default |
(b) | Notwithstanding Sub-clause 22(a): |
(c) | Extraordinary Termination |
(d) | For the purpose of Sub-clause 22(c) hereof: |
(i) | the date upon which the Vessel is to be treated as having been sold or otherwise disposed of shall be |
23. | BIMCO Dispute Resolution Clause |
24. | Notices |
25. | Entire Agreement |
26. | Third Party Rights |
27. | Partial Validity |
28. | Interpretation |
(a) | Singular/Plural |
(b) | Headings |
(c) | Day |
29. | Change of control |
30. | Other Fees |
30.1 | Incentive Fee |
30.2 | Chartering |
30.3 | Sale and purchase |
BIMCO
|
SHIPMAN 2009
STANDARD SHIP MANAGEMENT AGREEMENT
PART I
|
||||
1. Place and date of Agreement
Dated as of 11th September 2013
Vessel's Name: m/v "VEGA CORONA"
|
2. Date of commencement of Agreement (Cls. 2,12, 21 and 25)
11th September 2013
|
||||
3. Owners (name, place of registered office and law of registry) (Cl. 1)
|
4. Managers (name, place of registered office and law of registry) (Cl. 1)
|
||||
(i) Name: VEGA CORONA AS
|
(i) Name: TMS OFFSHORE SERVICES LTD.
|
||||
(ii) Place of registered office: Handelens hus 7, etg Radhusgata 3, 4611 Kristlansand S, 1001
Kristlansand, Norway
|
(ii) Place of registered office: Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960
|
||||
(iii) Law of registry:
|
(iii) Law of registry: Marshall Islands
|
||||
5. The Company (with reference to the ISM/ISPS Codes) (state name and IMO Unique Company Identification number. If the Company is a third party then also state registered office and principal place of business (Cls. 1 and 9(c)(i))
|
6. Technical Management (state "yes" or "no" as agreed) (Cl. 4)
YES
|
||||
(i) Name: TMS OFFSHORE SERVICES LTD.
|
7. Crew Management (state "yes or no" as agreed (Cl. 5(a))
|
||||
YES
|
|||||
(ii) IMO Unique Company Identification number: 5752521
|
|||||
8. Commercial Management (state "yes or no" as agreed) (Cl. 6)
|
|||||
(iii) Place of registered office: Trust Company Complex Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960
|
NO
|
||||
(iv) Principal place of business: Athens Shipmanagement office, 11 Fragkokklisias street, GR 151 25, Marousi, Athens, Greece
|
|||||
9. Chartering Services period (only to be filed in if "yes" stated in Box 8) (Cl. 6(a))
|
10. Crew Insurance arrangements (state "yes" or "no" as agreed)
|
||||
(i) Crew Insurances' (Cl. 5(b)): YES
|
|||||
N/A
|
|||||
(ii) Insurance for persons proceeding to sea onboard (Cl. 5(b)(i)): YES
|
|||||
*only to apply if Crew Management (Cl.5(a)) agreed (see Box 7)
|
|||||
11. Insurance arrangements (state "yes" or "no" as agreed) (Cl. 7)
|
12. Optional insurances (state optional insurance(s) as agreed, such as piracy, kidnap and ransom, loss of hire and FD & D) (Cl. 10(a)(iv))
|
||||
YES
|
AS REQUIRED
|
||||
13. Interest (state rate of interest to apply after due date to outstanding sums) (Cl. 9(a))
|
14.
|
||||
ONE (1%) PERCENT PLUS ONE MONTH LIBOR
|
Euros 1,000.00
|
||||
15. Manager's nominated account (Cl. 12(a))
|
16. Daily rate (state rate for days in excess of those agreed in budget) (Cl. 12(c))
|
||||
TO BE ADVISED BY MANAGERS
|
USD 700,00 (12 DAYS)
|
||||
17. Lay-up period/number of months (Cl. 12(d))
|
|||||
N/A
|
|||||
18. Minimum contact period (state number of months) (Cl. 21(a))
|
19. Management fee on termination (state number of months to apply) (Cl. 22(g))
|
||||
Five years from the date indicated in Box 2
|
THREE (3) MONTHS
|
||||
20. Severance Costs (state maximum amount) (Cl. 22(h)(ii))
|
21. Dispute Resolution (state alternative Cl. 23(a), 23(b) or 23(c). If Cl. 23(c) place of arbitration must be stated) (Cl. 23)
|
||||
As per applicable Collective Bargaining Agreement (CBA)
|
CLAUSE 23(a) (LONDON)
|
||||
22. Notices (state full style contact details for serving notice and communication to the Owners) (Cl. 24)
|
20. Notices (state full contact details for serving notice and communication to the Managers) (Cl. 24)
|
||||
c/o ASSET PLUS LIMITED
Skopa, 10, Tribune House, 1075, Nicosis, Cyprus
Tel: (+357) 22 7675 15
E-mail: law@kkgadvocates.com
|
TMS OFFSHORE SERVICES LTD., Athens, Shipmanagement Office
11 Fragkokklisias street, GR 151 25, Marousi, Athens, Greece
Tel: (+30) 216 200 2900
E-mail: operations@tms-offshore.com
|
(Continued)
|
||
It is mutually agreed between the party stated in Box 3 and the party stated in Box 4 that this Agreement consisting of PART I and PART II as well as Annexes "A" (Details of Vessel or Vessels), "B" (Details of Crew), C ("Budget") "D" (Associated vessels) and "E" (Fee Schedule) attached hereto, shall be performed subject to the conditions contained herein. In the event of a conflict of conditions, the provisions of PART I and Annexes "A", "B", "C", "D" and "E" shall prevail over those of PART II to the extent of such conflict but no further.
|
||
Signature(s) (Owners)
Dimitrios Papavasileiou
Attorney-in-fact
/s/ Dimitrios Papavasileiou
|
Signature(s) (Managers)
Gerasimos Amourgis
Legal Representative
/s/ Gerasimos Amougis
|
Particulars of Vessel(s):
|
Call Sing
|
-
|
LAQG7
|
IMO No.
|
-
|
9651357
|
|
Flag
|
-
|
Norway
|
|
Built
|
-
|
2012
|
|
SDWT
|
-
|
1,430.17
|
|
Grt
|
-
|
1,680
|
|
Nrt
|
-
|
504
|
ANNEX "B" (DETAILS OF CREW)
TO THE BIMCO STANDARD SHIP MANAGEMENT AGREEMENT
CODE NAME: SHIPMAN 2009
|
N/A
|
||
Date of Agreement
|
||
Details of Crew
|
||
Numbers
|
Rank
|
Nationality
|
ANNEX "C" (BUDGET) TO
THE BALTIC AND INTERNATIONAL MARITIME COUNCIL (BIMCO)
STANDARD SHIP MANAGEMENT AGREEMENT — CODE NAME: "SHIPMAN 98"
|
ITEMS
|
26/09 - 31/12 (97 days) (USD)
|
MONTHLY (USD)
|
|||||||||
1
|
TOTAL CREW EXPENSES
|
357,833
|
112,207
|
||||||||
2
|
STORES
|
42,183
|
13,228
|
||||||||
3
|
SPARES
|
110,095
|
34,523
|
||||||||
4
|
REPAIR / MAINTENANCE / SURVEY
|
67,027
|
21,018
|
||||||||
5
|
LUBRICANTS
|
20,952
|
6,570
|
||||||||
6
|
SUPT. TRAVEL / COMM. / MISC.
|
74,273
|
23,290
|
||||||||
7
|
INSURANCE (H+M, P+I, WAR, LOH)
|
57,133
|
17,915
|
||||||||
GRAND TOTAL OPERATING COST
|
729,496
|
228,751
|
|||||||||
DAILY AVERAGE (EXCL. DOCKING COST)
|
7,521
|
||||||||||
PRE-DELIVERY COST
|
0
|
1. | Prices basis Continent & Brazil, otherwise, to be charged at actual |
2. | Crew change basis Brazilian ports, otherwise, to be adjusted |
3. | Spares costs are for routine maintenance (excluding major items) |
4. | Parity Euro / USD at 1,30 |
5. | The budget for Superintendent expenses is based on 5 visits per year of 4 days per each visit, i.e. 20 Superintendent days. Any additional attendance will be charged extra by the day at a standard rate of Euro 500 per day plus expenses. |
ANNEX "D" (ASSOCIATED VESSELS)
TO THE BIMCO STANDARD SHIP MANAGEMENT AGREEMENT
CODE NAME: SHIPMAN 2009
|
ANNEX "E" (FEE SCHEDULE)
TO THE BIMCO STANDARD SHIP MANAGEMENT AGREEMENT
CODE NAME: SHIPMAN 2009
|
1. | Definitions |
2. | Commencement and Appointment |
3. | Authority of the Managers |
4. | Technical Management |
5. | Crew Management and Crew Insurances |
(a) | Crew Management |
(i) | selecting, engaging and providing for the administration of the Crew, including, as applicable, payroll arrangements, pension arrangements, tax, social security contributions and other mandatory dues related to their employment payable in each Crew member's country of domicile; |
(ii) | ensuring that the applicable requirements of the law of the Flag State in respect of rank, qualification and certification of the Crew and employment regulations, such as Crew's tax and social insurance, are satisfied; |
(iii) | ensuring that all Crew have passed a medical examination with a qualified doctor certifying that they are fit for the duties for which they are engaged and are in possession of valid medical certificates issued in accordance with appropriate Flag State requirements or such higher standard of medical examination as may be agreed with the Owners. In the absence of applicable Flag State requirements the medical certificate shall be valid at the time when the respective Crew member arrives on board the Vessel and shall be maintained for the duration of the service on board the Vessel; |
(iv) | ensuring that the Crew shall have a common working language and a command of the English language of a sufficient standard to enable them to perform their duties safely; |
(v) | arranging transportation of the Crew, including repatriation; |
(vi) | training of the Crew; |
(vii) | conducting union negotiations; and |
(viii) | if the Managers are the Company, ensuring that the Crew, on joining the Vessel, are given proper familiarisation with their duties in relation to the Vessel's SMS and that instructions which are essential to the SMS are identified, documented and given to the Crew prior to sailing. |
(ix) | if the Managers are not the Company: |
(x) | Where Managers are not providing technical management services in accordance with Clause 4 (Technical Management): |
(b) | Crew Insurances |
(i) | arranging Crew Insurances in accordance with the best practice of prudent managers of vessels of a similar type to the Vessel, with sound and reputable insurance companies, underwriters or associations. Insurances for any other persons proceeding to sea onboard the Vessel may be separately agreed by the Owners and the Managers (see Box 10); |
(ii) | ensuring that the Owners are aware of the terms, conditions, exceptions and limits of liability of the insurances in Sub-clause 5(b)(i); |
(iii) | ensuring that all premiums or calls in respect of the insurances in Sub-clause 5(b)(i) are paid by their due date; |
(iv) | if obtainable at no additional cost, ensuring that insurances in Sub-clause 5(b)(i) name the Owners as a joint assured with full cover and, unless otherwise agreed, on terms such that Owners shall be under no liability in respect of premiums or calls arising in connection with such insurances. |
(v) | providing written evidence, to the reasonable satisfaction of the Owners, of the Managers' compliance with their obligations under Sub-clauses 5(b)(ii), and 5(b)(iii) within a reasonable time of the commencement of this Agreement, and of each renewal date and, if specifically requested, of each payment date of the insurances in Sub-clause 5(b)(i). |
6. | Commercial Management |
7. | Insurance Arrangements |
8. | Managers' Obligations |
9. | Owners' Obligations |
(i) | report (or where the Owners are not the registered owners of the Vessel procure that the registered owners report) to the Flag State administration the details of the Managers as the Company as required to comply with the ISM and ISPS Codes; |
(ii) | procure that any officers and ratings supplied by them or on their behalf comply with the requirements of STCW 95; and |
(iii) | instruct such officers and ratings to obey all reasonable orders of the Managers (in their capacity as the Company) in connection with the operation of the Managers' safety management system. |
(i) | procure that the requirements of the Flag State are satisfied and notify the Managers upon execution of this Agreement of the name and contact details of the organization that will be the Company by completing Box 5; |
(ii) | if the Company changes at any time during this Agreement, notify the Managers in a timely manner of the name and contact details of the new organization; |
(iii) | procure that the details of the Company, including any change thereof, are reported to the Flag State administration as required to comply with the ISM and ISPS Codes. The Owners shall advise the Managers in a timely manner when the Flag State administration has approved the Company; and |
(iv) | unless otherwise agreed, arrange for the supply of provisions at their own expense. |
(i) | inform the Managers prior to ordering the Vessel to any excluded or additional premium area under any of the Owners' Insurances by reason of war risks and/or piracy or like perils and pay whatever additional costs may properly be incurred by the Managers as a consequence of such orders including, if necessary, the costs of replacing any member of the Crew. My delays resulting from negotiation with or replacement of any member of the Crew as a result of the Vessel being ordered to such an area |
(ii) | agree with the Managers prior to any change of flag of the Vessel and pay whatever additional costs may properly be incurred by the Managers as a consequence of such change. If agreement cannot be reached then either party may terminate this Agreement in accordance with Sub-clause 22(e); and |
(iii) | provide, at no cost to the Managers, in accordance with the requirements of the law of the Flag State, or higher standard, as mutually agreed, adequate Crew accommodation and living standards. |
10. | Insurance Policies |
(i) | hull and machinery marine risks (including but not limited to crew negligence) and excess liabilities; |
(ii) | protection and indemnity risks (including but not limited to pollution risks, diversion expenses and, except to the extent insured separately by the Managers in accordance with Sub-clause 5(b)(i), Crew Insurances; |
(iii) | war risks (including but not limited to blocking and trapping, protection and indemnity, terrorism and crew risks); |
11. | Income Collected and Expenses Paid on Behalf of Owners |
12. | Management Fee and Expenses |
13. | Budgets and Management of Funds |
14. | Trading Restrictions |
15. | Replacement |
16. | Managers' Right to Sub-Contract |
17. | Responsibilities |
(i) | acts of God; |
(ii) | any Government requisition, control, intervention, requirement or interference; |
(iii) | any circumstances arising out of war, threatened act of war or warlike operations, acts of terrorism, sabotage or piracy, or the consequences thereof; |
(iv) | riots, civil commotion, blockades or embargoes; |
(v) | epidemics; |
(vi) | earthquakes, landslides, floods or other extraordinary weather conditions; |
(viii) | fire, accident, explosion except where caused by negligence of the party seeking to invoke force majeure; and |
(ix) | any other similar cause beyond the reasonable control of either party. |
(c) | Indemnity |
(d) | "Himalaya" |
18. | General Administration |
19. | Inspection of Vessel |
20. | Compliance with Laws and Regulations |
21. | Duration of the Agreement |
22. | Termination |
(a) | Owners' or Managers' default |
(b) | Notwithstanding Sub-clause 22(a): |
(c) | Extraordinary Termination |
(d) | For the purpose of Sub-clause 22(c) hereof: |
(i) | the date upon which the Vessel is to be treated as having been sold or otherwise disposed of shall be |
23. | BIMCO Dispute Resolution Clause |
24. | Notices |
25. | Entire Agreement |
26. | Third Party Rights |
27. | Partial Validity |
28. | Interpretation |
(a) | Singular/Plural |
(b) | Headings |
(c) | Day |
29. | Change of control |
30. | Other Fees |
30.1 | Incentive Fee |
30.2 | Chartering |
30.3 | Sale and purchase |
MEMORANDUM OF AGREEMENT
|
Norwegian Shipbrokers' Association's Memorandum of Agreement for sale and purchase of ships. Adopted by The Baltic and International Maritime Council (BIMCO) in 1956.
Code-name
SALEFORM 1993
|
Dated: 30th April 2015
|
|
Built: 2011
|
By: Samsung Heavy Industries
|
Flag: Malta
|
Place of Registration: Valetta, Malta
|
Call Sign: 9HA2852
|
Grt/Nrt: 61,332/ 35,877
|
|
a) | The Sellers shall keep the Buyers well informed of the Vessel's itinerary and shall provide the Buyers with 20 / 15 / 10 /7, approximate days notice, and 3/ 2/ 1 definite days notice of the estimated time of arrival at the intended place of |
b) | The Vessel shall be delivered and taken over charter free, safely afloat at a safe |
c) | If the Sellers anticipate that, notwithstanding the exercise of due diligence by them, the Vessel will not be ready for delivery by the cancelling date they may notify the Buyers in writing stating the date when they anticipate that the Vessel will be ready for delivery and propose a new cancelling date. Upon receipt of such notification the Buyers shall have the option of either cancelling this Agreement in accordance with Clause 14 within 7 running days of receipt of the notice or of accepting the new date as the new cancelling date. If the Buyers have not declared their option within 7 running days of receipt of the Sellers' notification or if the Buyers accept the new date, the date proposed in the Sellers' notification shall be deemed to be the new cancelling date and shall be substituted for the cancelling date stipulated in line 61. |
d) | Should the Vessel become an actual, constructive or compromised total loss before delivery the deposit together with interest earned shall be released immediately to the Buyers whereafter this Agreement shall be null and void. |
* | Notes, if any, in the surveyor's report which are accepted by the Classification Society without condition/recommendation are not to be taken into account. |
a)* | This Agreement shall be governed by and construed in accordance with English law and any dispute arising out of this Agreement shall be referred to arbitration in London in accordance with the Arbitration Acts 1950 and 1979 or any statutory modification or re-enactment thereof for the time being in force, one arbitrator being appointed by each party. On the receipt by one party of the nomination in writing of the other party's arbitrator, that party shall appoint their arbitrator within fourteen days, failing which the decision of the single arbitrator appointed shall apply. If two arbitrators properly appointed shall not agree they shall appoint an umpire whose decision shall be final. London Maritime Arbitrators Association terms to apply. |
* | 16 a), 16 b) and 16 c) are alternatives; delete whichever is not applicable. In the absence of deletions, alternative 16 a) to apply. |
For and on behalf of the Buyers
|
For and on behalf of the Sellers
|
|||
/s/ Dr. Adriano Cefai
|
/s/ Ziad Nakhleh
|
|||
Name:
|
Dr. ADRIANO CEFAI
|
Name:
|
Ziad Nakhleh
|
|
Title:
|
Director of MARE SERVICES LIMITED Sole Director of TMS TANKERS LTD.
|
Title:
|
Attorney-in-Fact
|
For and on behalf of the Sellers' guarantor
|
||||
/s/ Ziad Nakhleh
|
||||
Name:
|
Ziad Nakhleh
|
|||
Title:
|
CFO
|
MEMORANDUM OF AGREEMENT
|
Norwegian Shipbrokers' Association's Memorandum of Agreement for sale and purchase of ships. Adopted by The Baltic and International Maritime Council (BIMCO) in 1956.
Code-name
SALEFORM 1993
|
Dated: 30th April 2015
|
|
Built: 2013
|
By: Samsung Heavy Industries
|
Flag: Malta
|
Place of Registration: Valetta, Malta
|
Call Sign: 9HA3245
|
Grt/Nrt: 81,380/ 51,274
|
|
a) | The Sellers shall keep the Buyers well informed of the Vessel's itinerary and shall provide the Buyers with 20 / 15 / 10 /7, approximate days notice, and 3/ 2/ 1 definite days notice of the estimated time of arrival at the intended place of |
b) | The Vessel shall be delivered and taken over charter free, safely afloat at a safe |
c) | If the Sellers anticipate that, notwithstanding the exercise of due diligence by them, the Vessel will not be ready for delivery by the cancelling date they may notify the Buyers in writing stating the date when they anticipate that the Vessel will be ready for delivery and propose a new cancelling date. Upon receipt of such notification the Buyers shall have the option of either cancelling this Agreement in accordance with Clause 14 within 7 running days of receipt of the notice or of accepting the new date as the new cancelling date. If the Buyers have not declared their option within 7 running days of receipt of the Sellers' notification or if the Buyers accept the new date, the date proposed in the Sellers' notification shall be deemed to be the new cancelling date and shall be substituted for the cancelling date stipulated in line 61. |
d) | Should the Vessel become an actual, constructive or compromised total loss before delivery the deposit together with interest earned shall be released immediately to the Buyers whereafter this Agreement shall be null and void. |
* | Notes, if any, in the surveyor's report which are accepted by the Classification Society without condition/recommendation are not to be taken into account. |
a)* | This Agreement shall be governed by and construed in accordance with English law and any dispute arising out of this Agreement shall be referred to arbitration in London in accordance with the Arbitration Acts 1950 and 1979 or any statutory modification or re-enactment thereof for the time being in force, one arbitrator being appointed by each party. On the receipt by one party of the nomination in writing of the other party's arbitrator, that party shall appoint their arbitrator within fourteen days, failing which the decision of the single arbitrator appointed shall apply. If two arbitrators properly appointed shall not agree they shall appoint an umpire whose decision shall be final. London Maritime Arbitrators Association terms to apply. |
* | 16 a), 16 b) and 16 c) are alternatives; delete whichever is not applicable. In the absence of deletions, alternative 16 a) to apply. |
For and on behalf of the Buyers
|
For and on behalf of the Sellers
|
|||
/s/ Dr. Adriano Cefai
|
/s/ Ziad Nakhleh
|
|||
Name:
|
Dr. ADRIANO CEFAI
|
Name:
|
Ziad Nakhleh
|
|
Title:
|
Director of MARE SERVICES LIMITED Sole Director of ARABELLA OWNING COMPANY LIMITED
|
Title:
|
Attorney-in-Fact
|
For and on behalf of the Sellers' guarantor
|
||||
/s/ Ziad Nakhleh
|
||||
Name:
|
Ziad Nakhleh
|
|||
Title:
|
CFO
|
MEMORANDUM OF AGREEMENT
|
Norwegian Shipbrokers' Association's Memorandum of Agreement for sale and purchase of ships. Adopted by The Baltic and International Maritime Council (BIMCO) in 1956.
Code-name
SALEFORM 1993
|
Dated: 30th April 2015
|
|
Built: 2012
|
By: Samsung Heavy Industries
|
Flag: Malta
|
Place of Registration: Valetta, Malta
|
Call Sign: 9HA2853
|
Grt/Nrt: 61,332/ 35,877
|
|
a) | The Sellers shall keep the Buyers well informed of the Vessel's itinerary and shall provide the Buyers with 20 / 15 / 10 /7, approximate days notice, and 3/ 2/ 1 definite days notice of the estimated time of arrival at the intended place of |
b) | The Vessel shall be delivered and taken over charter free, safely afloat at a safe |
c) | If the Sellers anticipate that, notwithstanding the exercise of due diligence by them, the Vessel will not be ready for delivery by the cancelling date they may notify the Buyers in writing stating the date when they anticipate that the Vessel will be ready for delivery and propose a new cancelling date. Upon receipt of such notification the Buyers shall have the option of either cancelling this Agreement in accordance with Clause 14 within 7 running days of receipt of the notice or of accepting the new date as the new cancelling date. If the Buyers have not declared their option within 7 running days of receipt of the Sellers' notification or if the Buyers accept the new date, the date proposed in the Sellers' notification shall be deemed to be the new cancelling date and shall be substituted for the cancelling date stipulated in line 61. |
d) | Should the Vessel become an actual, constructive or compromised total loss before delivery the deposit together with interest earned shall be released immediately to the Buyers whereafter this Agreement shall be null and void. |
* | Notes, if any, in the surveyor's report which are accepted by the Classification Society without condition/recommendation are not to be taken into account. |
a)* | This Agreement shall be governed by and construed in accordance with English law and any dispute arising out of this Agreement shall be referred to arbitration in London in accordance with the Arbitration Acts 1950 and 1979 or any statutory modification or re-enactment thereof for the time being in force, one arbitrator being appointed by each party. On the receipt by one party of the nomination in writing of the other party's arbitrator, that party shall appoint their arbitrator within fourteen days, failing which the decision of the single arbitrator appointed shall apply. If two arbitrators properly appointed shall not agree they shall appoint an umpire whose decision shall be final. London Maritime Arbitrators Association terms to apply. |
* | 16 a), 16 b) and 16 c) are alternatives; delete whichever is not applicable. In the absence of deletions, alternative 16 a) to apply. |
For and on behalf of the Buyers
|
For and on behalf of the Sellers
|
|||
/s/ Dr. Adriano Cefai
|
/s/ Ziad Nakhleh
|
|||
Name:
|
Dr. ADRIANO CEFAI
|
Name:
|
Ziad Nakhleh
|
|
Title:
|
Director of MARE SERVICES LIMITED Sole Director of TMS TANKERS LTD.
|
Title:
|
Attorney-in-Fact
|
For and on behalf of the Sellers' guarantor
|
||||
/s/ Ziad Nakhleh
|
||||
Name:
|
Ziad Nakhleh
|
|||
Title:
|
CFO
|
MEMORANDUM OF AGREEMENT
|
Norwegian Shipbrokers' Association's
Memorandum of Agreement for sale and
purchase of ships. Adopted by The Baltic and
International Maritime Council (BIMCO) in
1956.
Code-name
SALEFORM 1993
|
Dated: 30th April 2015
|
|
Built: 2011
|
By: Samsung Heavy Industries
|
Flag: Malta
|
Place of Registration: Valetta, Malta
|
Call Sign: 9HA2745
|
Grt/Nrt: 61,332/ 35,877
|
|
a) | The Sellers shall keep the Buyers well informed of the Vessel's itinerary and shall provide the Buyers with 20 / 15 / 10 /7, approximate days notice, and 3/ 2/ 1 definite days notice of the estimated time of arrival at the intended place of |
b) | The Vessel shall be delivered and taken over charter free, safely afloat at a safe |
c) | If the Sellers anticipate that, notwithstanding the exercise of due diligence by them, the Vessel will not be ready for delivery by the cancelling date they may notify the Buyers in writing stating the date when they anticipate that the Vessel will be ready for delivery and propose a new cancelling date. Upon receipt of such notification the Buyers shall have the option of either cancelling this Agreement in accordance with Clause 14 within 7 running days of receipt of the notice or of accepting the new date as the new cancelling date. If the Buyers have not declared their option within 7 running days of receipt of the Sellers' notification or if the Buyers accept the new date, the date proposed in the Sellers' notification shall be deemed to be the new cancelling date and shall be substituted for the cancelling date stipulated in line 61. |
d) | Should the Vessel become an actual, constructive or compromised total loss before delivery the deposit together with interest earned shall be released immediately to the Buyers whereafter this Agreement shall be null and void. |
* | Notes, if any, in the surveyor's report which are accepted by the Classification Society without condition/recommendation are not to be taken into account. |
a)* | This Agreement shall be governed by and construed in accordance with English law and any dispute arising out of this Agreement shall be referred to arbitration in London in accordance with the Arbitration Acts 1950 and 1979 or any statutory modification or re-enactment thereof for the time being in force, one arbitrator being appointed by each party. On the receipt by one party of the nomination in writing of the other party's arbitrator, that party shall appoint their arbitrator within fourteen days, failing which the decision of the single arbitrator appointed shall apply. If two arbitrators properly appointed shall not agree they shall appoint an umpire whose decision shall be final. London Maritime Arbitrators Association terms to apply. |
* | 16 a), 16 b) and 16 c) are alternatives; delete whichever is not applicable. In the absence of deletions, alternative 16 a) to apply. |
For and on behalf of the Buyers
|
For and on behalf of the Sellers
|
||
/s/ Adriano Cefai
|
/s/ Ziad Nakhleh
|
||
Name:
|
Dr. Adriano Cefai
|
Name: Ziad Nakhleh
|
|
Title:
|
Director of MARE SERVICES LIMITED
|
Title: Attorney-In-Fact
|
|
Sole Director of TMS TANKERS LTD.
|
|||
DR. ADRIANO CEFAI
|
|||
DIRECTOR
|
|||
MARE SERVICES LTD
|
|||
5 / 1 MERCHANTS STREET
|
|||
VALLETTA 1171
|
|||
For and on behalf of the Sellers' guarantor
|
|||
/s/ Ziad Nakhleh
|
|||
Name:
|
Ziad Nakhleh
|
||
Title:
|
CFO
|
MEMORANDUM OF AGREEMENT
|
Norwegian Shipbrokers' Association's Memorandum of Agreement for sale and purchase of ships. Adopted by The Baltic and International Maritime Council (BIMCO) in 1956.
Code-name
SALEFORM 1993
|
Dated: 30th April 2015
|
|
Built: 2012
|
By: Samsung Heavy Industries
|
Flag: Malta
|
Place of Registration: Valetta, Malta
|
Call Sign: 9HA3014
|
Grt/Nrt: 81,380/51,274
|
|
a) | The Sellers shall keep the Buyers well informed of the Vessel's itinerary and shall provide the Buyers with 20 / 15 / 10 /7, approximate days notice, and 3/ 2/ 1 definite days notice of the estimated time of arrival at the intended place of |
b) | The Vessel shall be delivered and taken over charter free, safely afloat at a safe |
c) | If the Sellers anticipate that, notwithstanding the exercise of due diligence by them, the Vessel will not be ready for delivery by the cancelling date they may notify the Buyers in writing stating the date when they anticipate that the Vessel will be ready for delivery and propose a new cancelling date. Upon receipt of such notification the Buyers shall have the option of either cancelling this Agreement in accordance with Clause 14 within 7 running days of receipt of the notice or of accepting the new date as the new cancelling date. If the Buyers have not declared their option within 7 running days of receipt of the Sellers' notification or if the Buyers accept the new date, the date proposed in the Sellers' notification shall be deemed to be the new cancelling date and shall be substituted for the cancelling date stipulated in line 61. |
d) | Should the Vessel become an actual, constructive or compromised total loss before delivery the deposit together with interest earned shall be released immediately to the Buyers whereafter this Agreement shall be null and void. |
* | Notes, if any, in the surveyor's report which are accepted by the Classification Society without condition/recommendation are not to be taken into account. |
a)* | This Agreement shall be governed by and construed in accordance with English law and any dispute arising out of this Agreement shall be referred to arbitration in London in accordance with the Arbitration Acts 1950 and 1979 or any statutory modification or re-enactment thereof for the time being in force, one arbitrator being appointed by each party. On the receipt by one party of the nomination in writing of the other party's arbitrator, that party shall appoint their arbitrator within fourteen days, failing which the decision of the single arbitrator appointed shall apply. If two arbitrators properly appointed shall not agree they shall appoint an umpire whose decision shall be final. London Maritime Arbitrators Association terms to apply. |
* | 16 a), 16 b) and 16 c) are alternatives; delete whichever is not applicable. In the absence of deletions, alternative 16 a) to apply. |
For and on behalf of the Buyers
|
For and on behalf of the Sellers
|
|||
/s/ Dr. Adriano Cefai
|
/s/ Ziad Nakhleh
|
|||
Name:
|
Dr. ADRIANO CEFAI
|
Name:
|
Ziad Nakhleh
|
|
Title:
|
Director of MARE SERVICES LIMITED Sole Director of ALCESTE OWNING COMPANY LIMITED
|
Title:
|
Attorney-in-Fact
|
For and on behalf of the Sellers' guarantor
|
||||
/s/ Ziad Nakhleh
|
||||
Name:
|
Ziad Nakhleh
|
|||
Title:
|
CFO
|
MEMORANDUM OF AGREEMENT
|
Norwegian Shipbrokers' Association's Memorandum of Agreement for sale and purchase of ships. Adopted by The Baltic and International Maritime Council (BIMCO) in 1956.
Code-name
SALEFORM 1993
|
Dated: 30th April 2015
|
|
Built: 2013
|
By: Samsung Heavy Industries
|
Flag: Malta
|
Place of Registration: Valetta, Malta
|
Call Sign: 9HA3013
|
Grt/Nrt: 61,332/ 35,877
|
|
a) | The Sellers shall keep the Buyers well informed of the Vessel's itinerary and shall provide the Buyers with 20 / 15 / 10 /7, approximate days notice, and 3/ 2/ 1 definite days notice of the estimated time of arrival at the intended place of |
b) | The Vessel shall be delivered and taken over charter free, safely afloat at a safe |
c) | If the Sellers anticipate that, notwithstanding the exercise of due diligence by them, the Vessel will not be ready for delivery by the cancelling date they may notify the Buyers in writing stating the date when they anticipate that the Vessel will be ready for delivery and propose a new cancelling date. Upon receipt of such notification the Buyers shall have the option of either cancelling this Agreement in accordance with Clause 14 within 7 running days of receipt of the notice or of accepting the new date as the new cancelling date. If the Buyers have not declared their option within 7 running days of receipt of the Sellers' notification or if the Buyers accept the new date, the date proposed in the Sellers' notification shall be deemed to be the new cancelling date and shall be substituted for the cancelling date stipulated in line 61. |
d) | Should the Vessel become an actual, constructive or compromised total loss before delivery the deposit together with interest earned shall be released immediately to the Buyers whereafter this Agreement shall be null and void. |
* | Notes, if any, in the surveyor's report which are accepted by the Classification Society without condition/recommendation are not to be taken into account. |
a)* | This Agreement shall be governed by and construed in accordance with English law and any dispute arising out of this Agreement shall be referred to arbitration in London in accordance with the Arbitration Acts 1950 and 1979 or any statutory modification or re-enactment thereof for the time being in force, one arbitrator being appointed by each party. On the receipt by one party of the nomination in writing of the other party's arbitrator, that party shall appoint their arbitrator within fourteen days, failing which the decision of the single arbitrator appointed shall apply. If two arbitrators properly appointed shall not agree they shall appoint an umpire whose decision shall be final. London Maritime Arbitrators Association terms to apply. |
* | 16 a), 16 b) and 16 c) are alternatives; delete whichever is not applicable. In the absence of deletions, alternative 16 a) to apply. |
For and on behalf of the Buyers
|
For and on behalf of the Sellers
|
|||
/s/ Dr. Adriano Cefai
|
/s/ Ziad Nakhleh
|
|||
Name:
|
Dr. ADRIANO CEFAI
|
Name:
|
Ziad Nakhleh
|
|
Title:
|
Director of MARE SERVICES LIMITED Sole Director of TMS TANKERS LTD.
|
Title:
|
Attorney-in-Fact
|
For and on behalf of the Sellers' guarantor
|
||||
/s/ Ziad Nakhleh
|
||||
Name:
|
Ziad Nakhleh
|
|||
Title:
|
CFO
|
MEMORANDUM OF AGREEMENT
|
Norwegian Shipbrokers' Association's Memorandum of Agreement for sale and purchase of ships. Adopted by The Baltic and International Maritime Council (BIMCO) in 1956.
Code-name
SALEFORM 1993
|
Dated: 30th April 2015
|
|
Built: 2012
|
By: Samsung Heavy Industries
|
Flag: Malta
|
Place of Registration: Valetta, Malta
|
Call Sign: 9HA3011
|
Grt/Nrt: 81,380/51,274
|
|
a) | The Sellers shall keep the Buyers well informed of the Vessel's itinerary and shall provide the Buyers with 20 / 15 / 10 /7, approximate days notice, and 3/ 2/ 1 definite days notice of the estimated time of arrival at the intended place of |
b) | The Vessel shall be delivered and taken over charter free, safely afloat at a safe |
c) | If the Sellers anticipate that, notwithstanding the exercise of due diligence by them, the Vessel will not be ready for delivery by the cancelling date they may notify the Buyers in writing stating the date when they anticipate that the Vessel will be ready for delivery and propose a new cancelling date. Upon receipt of such notification the Buyers shall have the option of either cancelling this Agreement in accordance with Clause 14 within 7 running days of receipt of the notice or of accepting the new date as the new cancelling date. If the Buyers have not declared their option within 7 running days of receipt of the Sellers' notification or if the Buyers accept the new date, the date proposed in the Sellers' notification shall be deemed to be the new cancelling date and shall be substituted for the cancelling date stipulated in line 61. |
d) | Should the Vessel become an actual, constructive or compromised total loss before delivery the deposit together with interest earned shall be released immediately to the Buyers whereafter this Agreement shall be null and void. |
* | Notes, if any, in the surveyor's report which are accepted by the Classification Society without condition/recommendation are not to be taken into account. |
a)* | This Agreement shall be governed by and construed in accordance with English law and any dispute arising out of this Agreement shall be referred to arbitration in London in accordance with the Arbitration Acts 1950 and 1979 or any statutory modification or re-enactment thereof for the time being in force, one arbitrator being appointed by each party. On the receipt by one party of the nomination in writing of the other party's arbitrator, that party shall appoint their arbitrator within fourteen days, failing which the decision of the single arbitrator appointed shall apply. If two arbitrators properly appointed shall not agree they shall appoint an umpire whose decision shall be final. London Maritime Arbitrators Association terms to apply. |
* | 16 a), 16 b) and 16 c) are alternatives; delete whichever is not applicable. In the absence of deletions, alternative 16 a) to apply. |
For and on behalf of the Buyers
|
For and on behalf of the Sellers
|
|||
/s/ Dr. Adriano Cefai
|
/s/ Ziad Nakhleh
|
|||
Name:
|
Dr. ADRIANO CEFAI
|
Name:
|
Ziad Nakhleh
|
|
Title:
|
Director of MARE SERVICES LIMITED Sole Director of MIREILLE OWNING COMPANY LIMITED
|
Title:
|
Attorney-in-Fact
|
For and on behalf of the Sellers' guarantor
|
||||
/s/ Ziad Nakhleh
|
||||
Name:
|
Ziad Nakhleh
|
|||
Title:
|
CFO
|
MEMORANDUM OF AGREEMENT
|
Norwegian Shipbrokers' Association's Memorandum of Agreement for sale and purchase of ships. Adopted by The Baltic and International Maritime Council (BIMCO) in 1956.
Code-name
SALEFORM 1993
|
Dated: 30th April 2015
|
|
Built: 2011
|
By: Samsung Heavy Industries
|
Flag: Malta
|
Place of Registration: Valetta, Malta
|
Call Sign: 9HA2591
|
Grt/Nrt: 61,332/35,877
|
|
a) | The Sellers shall keep the Buyers well informed of the Vessel's itinerary and shall provide the Buyers with 20 / 15 / 10 /7, approximate days notice, and 3/ 2/ 1 definite days notice of the estimated time of arrival at the intended place of |
b) | The Vessel shall be delivered and taken over charter free, safely afloat at a safe |
c) | If the Sellers anticipate that, notwithstanding the exercise of due diligence by them, the Vessel will not be ready for delivery by the cancelling date they may notify the Buyers in writing stating the date when they anticipate that the Vessel will be ready for delivery and propose a new cancelling date. Upon receipt of such notification the Buyers shall have the option of either cancelling this Agreement in accordance with Clause 14 within 7 running days of receipt of the notice or of accepting the new date as the new cancelling date. If the Buyers have not declared their option within 7 running days of receipt of the Sellers' notification or if the Buyers accept the new date, the date proposed in the Sellers' notification shall be deemed to be the new cancelling date and shall be substituted for the cancelling date stipulated in line 61. |
d) | Should the Vessel become an actual, constructive or compromised total loss before delivery the deposit together with interest earned shall be released immediately to the Buyers whereafter this Agreement shall be null and void. |
* | Notes, if any, in the surveyor's report which are accepted by the Classification Society without condition/recommendation are not to be taken into account. |
a)* | This Agreement shall be governed by and construed in accordance with English law and any dispute arising out of this Agreement shall be referred to arbitration in London in accordance with the Arbitration Acts 1950 and 1979 or any statutory modification or re-enactment thereof for the time being in force, one arbitrator being appointed by each party. On the receipt by one party of the nomination in writing of the other party's arbitrator, that party shall appoint their arbitrator within fourteen days, failing which the decision of the single arbitrator appointed shall apply. If two arbitrators properly appointed shall not agree they shall appoint an umpire whose decision shall be final. London Maritime Arbitrators Association terms to apply. |
* | 16 a), 16 b) and 16 c) are alternatives; delete whichever is not applicable. In the absence of deletions, alternative 16 a) to apply. |
For and on behalf of the Buyers
|
For and on behalf of the Sellers
|
|||
/s/ Dr. Adriano Cefai
|
/s/ Ziad Nakhleh
|
|||
Name:
|
Dr. ADRIANO CEFAI
|
Name:
|
Ziad Nakhleh
|
|
Title:
|
Director of MARE SERVICES LIMITED Sole Director of TMS TANKERS LTD.
|
Title:
|
Attorney-in-Fact
|
For and on behalf of the Sellers' guarantor
|
||||
/s/ Ziad Nakhleh
|
||||
Name:
|
Ziad Nakhleh
|
|||
Title:
|
CFO
|
MEMORANDUM OF AGREEMENT
|
Norwegian Shipbrokers' Association's Memorandum of Agreement for sale and purchase of ships. Adopted by The Baltic and International Maritime Council (BIMCO) in 1956.
Code-name
SALEFORM 1993
|
Dated: 30th April 2015
|
|
Built: 2011
|
By: Samsung Heavy Industries
|
Flag: Malta
|
Place of Registration: Valetta, Malta
|
Call Sign: 9HA2697
|
Grt/Nrt: 81,380/ 51,274
|
|
a) | The Sellers shall keep the Buyers well informed of the Vessel's itinerary and shall provide the Buyers with 20 / 15 / 10 /7, approximate days notice, and 3/ 2/ 1 definite days notice of the estimated time of arrival at the intended place of |
b) | The Vessel shall be delivered and taken over charter free, safely afloat at a safe |
c) | If the Sellers anticipate that, notwithstanding the exercise of due diligence by them, the Vessel will not be ready for delivery by the cancelling date they may notify the Buyers in writing stating the date when they anticipate that the Vessel will be ready for delivery and propose a new cancelling date. Upon receipt of such notification the Buyers shall have the option of either cancelling this Agreement in accordance with Clause 14 within 7 running days of receipt of the notice or of accepting the new date as the new cancelling date. If the Buyers have not declared their option within 7 running days of receipt of the Sellers' notification or if the Buyers accept the new date, the date proposed in the Sellers' notification shall be deemed to be the new cancelling date and shall be substituted for the cancelling date stipulated in line 61. |
d) | Should the Vessel become an actual, constructive or compromised total loss before delivery the deposit together with interest earned shall be released immediately to the Buyers whereafter this Agreement shall be null and void. |
* | Notes, if any, in the surveyor's report which are accepted by the Classification Society without condition/recommendation are not to be taken into account. |
a)* | This Agreement shall be governed by and construed in accordance with English law and any dispute arising out of this Agreement shall be referred to arbitration in London in accordance with the Arbitration Acts 1950 and 1979 or any statutory modification or re-enactment thereof for the time being in force, one arbitrator being appointed by each party. On the receipt by one party of the nomination in writing of the other party's arbitrator, that party shall appoint their arbitrator within fourteen days, failing which the decision of the single arbitrator appointed shall apply. If two arbitrators properly appointed shall not agree they shall appoint an umpire whose decision shall be final. London Maritime Arbitrators Association terms to apply. |
* | 16 a), 16 b) and 16 c) are alternatives; delete whichever is not applicable. In the absence of deletions, alternative 16 a) to apply. |
For and on behalf of the Buyers
|
For and on behalf of the Sellers
|
|||
/s/ Dr. Adriano Cefai
|
/s/ Ziad Nakhleh
|
|||
Name:
|
Dr. ADRIANO CEFAI
|
Name:
|
Ziad Nakhleh
|
|
Title:
|
Director of MARE SERVICES LIMITED Sole Director of SEMELE OWNING COMPANY LIMITED
|
Title:
|
Attorney-in-Fact
|
For and on behalf of the Sellers' guarantor
|
||||
/s/ Ziad Nakhleh
|
||||
Name:
|
Ziad Nakhleh
|
|||
Title:
|
CFO
|
US$80,000,000
|
June 4, 2015
New York, New York
|
(i) | For the period from the Closing Date to and including the date that is one year after the Closing Date, a rate per annum equal to (a) the ABN AMRO Rate plus (b) 3.00%; |
(ii) | After the date that is one year after the Closing Date, the greater of: |
1) | the ABN AMRO Rate plus 3.00%, and |
2) | LIBOR plus 11.75%. |
2. | Prior Advance; June 2015 Exchange. |
(a) | The Borrower shall have duly executed and delivered this Note to the Noteholder; |
(b) | The Noteholder shall have received from the Borrower a copy of the officer's certificate attaching and/or certifying (i) the organizational documents of the Borrower, (ii) the resolutions or other authority documents of the Borrower required in connection with this Note, (iii) as to the incumbency of the members of board of directors of the Borrower, the signatory of the Borrower executing this Note, and the signatory of the Borrower that will execute the Pledge; |
(c) | The Noteholder shall have received a good standing certificate in respect of the Borrower issued by the appropriate governmental authority in its jurisdiction of organization; |
(d) | The Noteholder shall have received a copy of a certificate from the chief executive officer or any other senior executive officer of the Borrower certifying that the execution, delivery and performance by the Borrower of this Note and compliance by the Borrower and its Subsidiaries with the terms and conditions herein and the consummation of the transactions contemplated hereby do not and will not (i) infringe or conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, the documents constituting the Borrower or any of its Subsidiaries; (ii) infringe or conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Borrower or any of its Subsidiaries pursuant to any loan agreement, facility agreement, indenture, trust deed, mortgage or other agreement or instrument to which the Borrower or any of its Subsidiaries is |
(e) | The Noteholder shall have received legal opinions addressed to the Noteholder from New York and Marshall Islands counsel to the Borrower in form and substance acceptable to the Noteholder; |
(f) | The Noteholder shall have received a fairness opinion in form and substance acceptable to the Noteholder; |
(g) | No Default or Event of Default shall have occurred and be continuing or would be caused by the funding of the Advance; |
(h) | There has been no Material Adverse Effect; |
(i) | The June 2015 Exchange Shares shall have been transferred to the Noteholder pursuant to such steps and documentation as the Noteholder may reasonably require, and such transfer shall be consistent with Section 12.4 hereof; |
(j) | The Borrower shall have executed and delivered to the Noteholder a pledge and security agreement effecting the Pledge of the Pledged Shares in form and substance reasonably acceptable to the Noteholder; |
(k) | The Borrower and the custodian holding the Pledged Shares shall have executed and delivered to the Noteholder an account control agreement in form and substance reasonably acceptable to the Noteholder providing the Noteholder with "control" of the Pledged Shares for purposes of Article 8 of the New York Uniform Commercial Code, and the Borrower shall have taken such other steps as the Noteholder may reasonably require to provide the Noteholder with a first priority security interest in the Pledged Shares; |
(l) | The Noteholder shall have received UCC and other lien searches acceptable to the Noteholder indicating that there are no liens encumbering the Pledged Shares; |
(m) | The Noteholder shall have received release documentation satisfactory to the Noteholder from ABN AMRO Bank N.V. evidencing the release of its lien on the Pledged Shares; |
(n) | A UCC-1 financing statement shall have been filed with the Washington DC Recorder of Deeds perfecting the Noteholder's security interest in the Pledged Shares; |
(o) | The Borrower shall have satisfied such other conditions in connection herewith as the Noteholder may reasonably require; and |
(p) | The conditions set forth in this Section 2.3 shall have been satisfied by June 12, 2015. |
3. | Final Payment Date; Optional Prepayments. |
4. | Fees. |
5. | Interest. |
6. | Payment Mechanics. |
(a) | Minimum Market Adjusted Equity Ratio of 20%; |
(b) | Minimum Interest Cover Ratio of 2.05 to 1.00; and |
(c) | Minimum Market Adjusted Net Worth of $1,000,000,000. |
(a) | the value of Total Assets determined on a consolidated basis in accordance with GAAP and as shown in such consolidated balance sheets; and |
(b) | the Market Value Adjusted Total Assets; |
(a) | plus, to the extent deducted in computing consolidated Net Income of the Group for that accounting period, the sum, without duplication, of: |
(i) | all federal, state, local and foreign taxes and tax distributions; |
(ii) | Net Interest Expenses; and |
(iii) | depreciation, depletion, amortisation of intangibles and other non-cash charges or non-cash losses (including non-cash transaction expenses and the amortisation of debt discounts) and any extraordinary, exceptional or infrequently occurring losses not incurred in the ordinary course of business; |
(b) | minus, to the extent added in computing consolidated net income of the Group for that accounting period, any non-cash income or non-cash gains and any extraordinary, exceptional or infrequently occurring gains not incurred in the ordinary course of business; |
(a) | the amounts incurred by the Group during that financial year as expenses of its business; |
(b) | depreciation, amortization and all interest in respect of all Financial Indebtedness of the Group paid by all members of the Group during that financial year; |
(c) | Net Interest Expenses; |
(d) | taxes; and |
(e) | other items charged to the Borrower's consolidated profit and loss account for the relevant financial year; |
(a) | (i) Violate any Anti-Terrorism Laws or (ii) engage in any transaction, investment, undertaking or activity that conceals the identity, source or destination of the proceeds from any category of prohibited offenses designated by the Organization for Economic Co-operation and Development's Financial Action Task Force on Money Laundering or (iii) permit any of its Affiliates to violate these laws or engage in these actions. |
(b) | (i) Become a Blocked Person or (ii) permit any of its Affiliates to become a Blocked Person. |
(c) | Conduct any business or engage in making or receiving any contribution of goods, services or money to or for the benefit of any Blocked Person, (ii) deal in, or otherwise engage in any transaction related to, any property or interests in property blocked pursuant to any Anti-Terrorism Law, or (iii) engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law or (iv) permit any of its |
10.5 | Bankruptcy. |
(a) | The Borrower commences any case, proceeding or other action (i) under any existing or future Law relating to bankruptcy, insolvency, reorganization, or other relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it as bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts or (ii) seeking appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial part of its assets, or the Borrower makes a general assignment for the benefit of its creditors; |
(b) | there is commenced against the Borrower any case, proceeding or other action of a nature referred to in Section 10.5(a) above which (i) results in the entry of an order for relief or any such adjudication or appointment or (ii) remains undismissed, undischarged or unbonded for a period of 90 days; |
(c) | there is commenced against the Borrower any case, proceeding or other action seeking issuance of a warrant of attachment, execution or similar process against all or any substantial part of its assets which results in the entry of an order for any such relief which has not been vacated, discharged, or stayed or bonded pending appeal within 60 days from the entry thereof; |
(d) | the Borrower takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in Section 10.5(a), Section 10.5(b) or Section 10.5(c) above; or |
(e) | the Borrower is generally not able to, or admits in writing its inability to, pay its debts as they become due. |
10.7 | Change of Control. The occurrence of a Change of Control. |
13. | Miscellaneous. |
Alley Finance Co.
c/o Ocean Rig UDW Inc. Tribune House, 2nd Floor 10 Skopa Street Nicosia, Cyprus CY-1075 |
Athens Shipping Office
109 Kifisias Avenue and Sina Street
151 24 Marousi
Athens, Greece
|
(a) | After the expiration of the Commitment Period, this Note may be assigned or transferred, in whole or in part, by the Noteholder (or any transferee) to any Person. The Borrower may not assign or transfer this Note or any of its rights or obligations hereunder without the prior written consent of the Noteholder. This Note shall inure to the benefit of, and be binding upon, the Parties, their successors and permitted assigns. |
(b) | If this Note is to be assigned or transferred by the Noteholder to any Person, the Noteholder shall surrender this Note to the Borrower, whereupon the Borrower will forthwith issue and deliver upon the order of the Noteholder a new Note registered in the assignee's or transferee's name, representing the outstanding principal being transferred or assigned by the Noteholder and, if less than the entire outstanding principal is being transferred or assigned, a new Note to the Noteholder representing the outstanding principal not being assigned or transferred. |
(c) | After the expiration of the Commitment Period, the Noteholder may, at any time, without the consent of the Borrower, sell participations to one or more Persons in all or a portion of the Noteholder's rights and obligations under this Note. |
(a) | it has been advised by counsel in the negotiation, execution and delivery of this Note; |
(b) | neither the Noteholder nor the Affiliates thereof have any fiduciary |
(c) | no joint venture is created hereby or otherwise exists by virtue of any transactions contemplated hereby; and |
(d) | neither the Noteholder nor the Affiliates thereof, nor any receiver or manager appointed by the Noteholder, shall have any liability to the Borrower for any loss caused by an exercise of rights under this Note or by any failure or delay to exercise such a right. |
BORROWER
|
|||
DRYSHIPS INC.
|
|||
By:
|
/s/ Ziad Nakhleh
|
||
Name:
|
Ziad Nakhleh
|
||
Title:
|
Chief Financial Officer
|
NOTEHOLDER
|
||||
ALLEY FINANCE CO.
|
||||
By:
|
/s/ Geoffroy Gunet
|
|||
Name: Geoffroy Gunet
|
||||
Title: Attoreny-in-fact
|
||||
I) | TMS TANKERS HEREBY NOMINATES CAMILLE OWNING COMPANY LIMITED OF MARSHALL ISLANDS AS THE ULTIMATE BUYERS OF THE VESSEL (THE "BUYERS") AND THE BUYERS ACCEPT SUCH NOMINATION FOR ALL INTENTS AND PURPOSES AND TAKE FULL RESPONSIBILITY TO PERFORM THEIR OBLIGATIONS UNDER THE MOA. |
II) | BUYERS SHALL RETAIN THE PRESENT MANAGERS AS MANAGERS OF THE VESSEL AND SHALL MAINTAIN THE PRESENT CREW ON BOARD THE VESSEL. |
III) | IN EXCHANGE FOR PAYMENT OF THE PURCHASE PRICE THE SELLERS SHALL PROVIDE TO THE BUYERS THE FOLLOWING DOCUMENTS/CERTIFICATES, IN ENGLISH OR ACCOMPANIED BY AN OFFICIAL ENGLISH TRANSLATION: |
(A) | BILL OF SALE (MALTESE FORM) IN 2 (TWO) ORIGINALS, DULY EXECUTED, NOTARIALLY ATTESTED AND LEGALISED BY APOSTILLE. ONE ORIGINAL OF BILL OF SALE WILL BE DELIVERED TO BUYERS IN MALTA. |
(B) | TWO (2) ORIGINALS OF COMMERCIAL INVOICES DULY SIGNED BY THE SELLERS STATING THE MAIN PARTICULARS OF THE VESSEL AND THE PURCHASE PRICE OF THE VESSEL. |
(C) | ORIGINAL RESOLUTIONS OF THE SOLE DIRECTOR OF THE SELLERS APPROVING THE SALE OF THE VESSEL TO THE BUYERS AND AUTHORISING THE ISSUANCE OF A POWER OF ATTORNEY (ITEM (D) BELOW) AND THE |
(D) | ORIGINAL POWER OF ATTORNEY ISSUED PURSUANT TO THE ABOVE ITEM (C) RELATING TO AUTHORIZING PESONS TO EXECUTE SELLERS' DELIVERY DOCUMENTS, ATTEND DOCUMENTARY CLOSING AND EFFECT LEGAL AND PHYSICAL DELIVERY OF THE VESSEL, SAID DOCUMENT TO BE NOTARIALLY ATTESTED AND LEGALIZED BY APOSTILLE. |
(E) | PROTOCOL OF DELIVERY AND ACCEPTANCE TO BE SIGNED BY SELLERS' AND BUYERS' AUTHORISED ATTORNEYS-IN-FACT UPON RECEIPT OF THE FULL PURCHASE PRICE BY SELLERS. |
(F) | ORIGINAL OR COPY OF WRITTEN STATEMENT OF REMAINING BUNKERS AND UNUSED LUBRICATING OILS AS ON BOARD ON DELIVERY. |
(G) | ORIGINAL OR COPY OF TRANSCRIPT OF REGISTER TO BE ISSUED BY THE MALTESE AUTHORITIES CONFIRMING THAT THE VESSEL IS FREE FROM REGISTERED ENCUMBRANCES. |
(H) | ORIGINAL OF NON-BLACKLISTING WRITTEN STATEMENT FROM THE SELLERS THAT TO THE BEST OF SELLERS' KNOWLEDGE THE VESSEL AT THE TIME OF DELIVERY IS NOT BLACKLISTED BY THE ARAB LEAGUE IN DAMASCUS. |
(I) | COPY OF CERTIFICATE ISSUED BY THE VESSEL'S CLASSIFICATION SOCIETY STATING THAT THE VESSEL'S CLASS IS MAINTAINED AT THE PRESENT. |
IV) | THE BUYERS SHALL AT THE TIME AND PLACE OF CLOSING, PRESENT TO THE SELLERS THE FOLLOWING DOCUMENTS: |
(i) | ORIGINAL RESOLUTIONS OF THE SOLE OF DIRECTOR OF THE BUYER, IN ENGLISH LANGUAGE, APPROVING THE PURCHASE OF THE VESSEL FROM THE SELLERS, PAYMENT OF THE PURCHASE PRICE, RELEASE OF THE PURCHASE PRICE, RECEIPT OF DELIVERY AND APPOINTING ATTORNEY(S)-IN-FACT OF THE BUYERS WITH AUTHORISATION TO EXECUTE ON BUYERS' BEHALF ANY AND ALL DOCUMENTS FOR THE DELIVERY OF THE VESSEL, SAID DOCUMENT TO BE NOTARIALLY ATTESTED AND LEGALIZED BY APOSTILLE. |
(ii) | ORIGINAL OF POWER OF ATTORNEY, IN ENGLISH LANGUAGE, EXECUTED BY THE BUYERS IN FAVOUR OF PERSONS TAKING PHYSICAL AND |
(iii) | CERTIFIED TRUE COPY OF CERTIFICATE OF INCORPORATION OF THE BUYERS. |
FOR THE SELLERS
|
FOR THE BUYERS
|
|
/s/ Elpiniki Fotiou
|
/s/ Dr. Adriano Cefai
|
|
OLYMPIAN POSEIDON OWNERS INC.
Name: Elpiniki Fotiou
Title: Attorney-in-fact
|
CAMILLE OWNING COMPANY LIMITED
Name: Dr. Adriano Cefai
Title: Director of Mare Services Limited, Sole Director
|
FOR THR SELLERS' GUARANTOR
|
FOR TMS TANKERS
|
|
/s/ Elpiniki Fotiou
|
/s/ Dr. Adriano Cefai
|
|
DRYSHIPS INC.
Name: Elpiniki Fotiou
Title: Senior Vice President,
Head of Accounting and Reporting
|
TMS TANKERS LTD.
Name: Dr. Adriano Cefai
Title: Director of Mare Services Limited, Sole Director
|
(a) | The Lender shall have received a copy of this Agreement duly executed and delivered by the Borrower and Ocean Rig; |
(b) | The transfers of the Repayment Shares specified in Section 3 hereof shall have occurred pursuant to such steps and documentation as the Lender may reasonably require, and such transfers shall be consistent with Section 12.4 of the Loan Agreement; and |
(c) | The Release Conditions set forth above shall have been satisfied by August 14, 2015. |
(a) | to promptly deliver to the Securities Intermediary, at the expense of the Borrower, termination documents reasonably required by the Securities Intermediary to terminate the Account Control Agreement; and |
(b) | to deliver, from time to time, all further releases, termination statements, certificates, instruments and documents, each in form and substance reasonably satisfactory to the Borrower, and take any other actions, as may be reasonably requested by the Borrower to evidence the payoff and releases contemplated hereby, in each case at the expense of the Borrower. |
BORROWER
|
||||
DRYSHIPS INC.
|
||||
By:
|
/s/ Ziad Nakhlem
|
|||
Name: Ziad Nakhlem
|
||||
Title: CFO
|
||||
LENDER
|
||||
ALLEY FINANCE CO.
|
||||
By:
|
/s/ Geoffroy Gunet
|
|||
Name: Geoffroy Gunet
|
||||
Title: Attorney-in-fact
|
||||
ACKNOWLEDGED AND AGREED (for purposes of Section 3 hereof)
|
||||
OCEAN RIG UDW INC.
|
||||
By:
|
/s/ Elpiniki Fotiou
|
|||
Name: Elpiniki Fotiou
|
||||
Title: Vice President of Finance and Accounting
|
||||
A. | CRETAN SHAREHOLDERS INC., a corporation organized under the laws of the Republic of the Marshall Islands (the "Shareholder 1"); |
B. | CHLOE SHAREHOLDERS LIMITED, a corporation organized under the laws of the Republic of the Marshall Islands (the "Shareholder 2"); |
C. | TEAM-UP SHAREHOLDINGS LIMITED, a corporation organized under the laws of the Republic of the Marshall Islands (the "Shareholder 3"); |
D. | PERGAMOS SHAREHOLDERS LIMITED, a corporation organized under the laws of the Republic of the Marshall Islands (the "Shareholder 4"); |
A. | OCEANPOWER SHAREHOLDERS INC., a corporation organized under the laws of the Republic of the Marshall Islands (the "Shareholder 5"); |
B. | OCEANFIRE SHAREHOLDERS INC., a corporation organized under the laws of the Republic of the Marshall Islands (the "Shareholder 6"); |
C. | OCEANRUNNER SHAREHOLDERS LIMITED, a corporation organized under the laws of the Republic of the Marshall Islands (the "Shareholder 7"); |
D. | OCEANWAVE SHAREHOLDERS LIMITED, a corporation organized under the laws of the Republic of the Marshall Islands (the "Shareholder 8"); |
E. | OCEANTRADE SHAREHOLDINGS LIMITED, a corporation organized under the laws of the Republic of the Marshall Islands (the "Shareholder 9"); |
F. | OCEANENERGY SHAREHOLDINGS LIMITED, a corporation organized under the laws of the Republic of the Marshall Islands (the "Shareholder 10"); |
(a) | Purchase Price. Subject to the fulfillment of the conditions of Section 6.1, the Seller shall have advanced to the Buyer the Purchase Price under Section 2.3. |
(b) | Corporate records. The Seller shall have delivered to the Buyer all resolutions passed by the Board of Directors since the incorporation |
(c) | Compliance. Buyer shall have complied with its covenants and agreements contained herein, and the representations and warranties contained in Article IV hereof shall be true and correct in all material respects (except those representations and warranties qualified by materiality shall be true and correct in all respects) on the date hereof and as of the Closing Date. |
(d) | Consents. All consents and approvals required in connection with the execution, delivery and performance of this Agreement shall have been obtained. |
(a) | By the mutual written agreement of the Buyer and the Seller; |
(b) | By the Buyer if any of the conditions set forth in Section 6.1 hereof shall have become incapable of fulfillment and shall not have been waived by Buyer; |
(c) | By the Seller if any of the conditions set forth in Section 6.2 hereof shall have become incapable of fulfillment and shall not have been waived by the Seller; |
(d) | In the event that the consent of Nordea Bank as set forth in Sections 6.1 (a) fails to be obtained by 15th October 2015, then this Agreement shall become null and void, having no effect whatsoever. No party shall be liable to the other for any loss and/or damage. |
For the Seller 1
|
By:
|
/s/ Ziad Nakhleh
|
|||
Name: Ziad Nakhleh
|
||||
Title: Chief Financial Officer
|
For the Seller 2
|
By:
|
/s/ Ziad Nakhleh
|
|||
Name: Ziad Nakhleh
|
||||
Title: Attorney-in-fact
|
For the Buyer
|
By:
|
/s/ Charalampos Alivizatos
|
|||
Name: Charalampos Alivizatos
|
||||
Title: Attorney-in-fact
|
For the Buyers' Guarantor
|
By:
|
/s/ Charalampos Alivizatos
|
|||
Name: Charalampos Alivizatos
|
||||
Title: Attorney-in-fact
|
(a) | If to Buyer to: |
(b) | If to Seller to: |
For the Seller
|
||
By:
|
/s/ Ziad Nakhleh
|
|
Name:
|
Ziad Nakhleh
|
|
Title:
|
Attorney-in-fact
|
|
For the Seller's guarantor
|
||
By:
|
/s/ Ziad Nakhleh
|
|
Name:
|
Ziad Nakhleh
|
|
Title:
|
Chief Financial Officer
|
|
For the Buyer
|
||
By:
|
/s/Charalampos Alivizatos
|
|
Name:
|
Charalampos Alivizatos
|
|
Title:
|
Attorney-in-fact
|
|
For the Buyer's guarantor
|
||
By:
|
/s/Charalampos Alivizatos
|
|
Name:
|
Charalampos Alivizatos
|
|
Title:
|
Attorney-in-fact
|
|
MEMORANDUM OF AGREEMENT
|
Norwegian Shipbrokers' Association's Memorandum of Agreement for sale and purchase of ships. Adopted by The Baltic and International Maritime Council (BIMCO) in 1956.
Code-name
SALEFORM 1993
|
Dated: 9th September 2015
|
|
Built: 2004
|
By: Hyundai Heavy Industries Co Ltd
|
Flag: Malta
|
Place of Registration: Valetta, Malta
|
Call Sign: 9HDF8
|
Grt/Nrt: 81,129/ 57,100
|
|
a) | The Sellers shall keep the Buyers well informed of the Vessel's itinerary and shall provide the Buyers with 20 / 15 / 10 /7, approximate days notice, and 3/ 2/ 1 definite days notice of the estimated time of arrival at the intended place of |
b) | The Vessel shall be delivered and taken over safely afloat at a safe |
c) | If the Sellers anticipate that, notwithstanding the exercise of due diligence by them, the Vessel will not be ready for delivery by the cancelling date they may notify the Buyers in writing stating the date when they anticipate that the Vessel will be ready for delivery and propose a new cancelling date. Upon receipt of such notification the Buyers shall have the option of either cancelling this Agreement in accordance with Clause 14 within 7 running days of receipt of the notice or of accepting the new date as the new cancelling date. If the Buyers have not declared their option within 7 running days of receipt of the Sellers' notification or if the Buyers accept the new date, the date proposed in the Sellers' notification shall be deemed to be the new cancelling date and shall be substituted for the cancelling date stipulated in line 61. |
d) | Should the Vessel become an actual, constructive or compromised total loss before delivery the deposit together with interest earned shall be released immediately to the Buyers whereafter this Agreement shall be null and void. |
* | Notes, if any, in the surveyor's report which are accepted by the Classification Society without condition/recommendation are not to be taken into account. |
a)* | This Agreement shall be governed by and construed in accordance with English law and any dispute arising out of this Agreement shall be referred to arbitration in London in accordance with the Arbitration Acts 1950 and 1979 or any statutory modification or re-enactment thereof for the time being in force, one arbitrator being appointed by each party. On the receipt by one party of the nomination in writing of the other party's arbitrator, that party shall appoint their arbitrator within fourteen days, failing which the decision of the single arbitrator appointed shall apply. If two arbitrators properly appointed shall not agree they shall appoint an umpire whose decision shall be final. London Maritime Arbitrators Association terms to apply. |
* | 16 a), 16 b) and 16 c) are alternatives; delete whichever is not applicable. In the absence of deletions, alternative 16 a) to apply. |
For and on behalf of the Sellers
|
For and on behalf of the Buyers
|
|||
/s/ Ziad Nakhleh
|
/s/ Charalampos Alivizatos
|
|||
Name:
|
Ziad Nakhleh
|
Name:
|
Charalampos Alivizatos
|
|
Title:
|
Attorney-in-Fact
|
Title:
|
Attorney-in-Fact
|
For and on behalf of the Sellers' guarantor
|
For and on on behalf of the Buyers' guarantor
|
|||
/s/ Ziad Nakhleh
|
/s/ Charalampos Alivizatos
|
|||
Name:
|
Ziad Nakhleh
|
Name:
|
Charalampos Alivizatos
|
|
Title:
|
Chief Financial Officers
|
Title:
|
Attorney-in-Fact
|
MEMORANDUM OF AGREEMENT
|
Norwegian Shipbrokers' Association's Memorandum of Agreement for sale and purchase of ships. Adopted by The Baltic and International Maritime Council (BIMCO) in 1956.
Code-name
SALEFORM 1993
|
Dated: 9th September 2015
|
|
Built: 2001
|
By: Universal Shipbuilding Corp.
|
Flag: Malta
|
Place of Registration: Valetta, Malta
|
Call Sign: 9HKW9
|
Grt/Nrt: 87,390/ 57,416
|
|
a) | The Sellers shall keep the Buyers well informed of the Vessel's itinerary and shall provide the Buyers with 20 / 15 / 10 /7, approximate days notice, and 3/ 2/ 1 definite days notice of the estimated time of arrival at the intended place of |
b) | The Vessel shall be delivered and taken over safely afloat at a safe |
c) | If the Sellers anticipate that, notwithstanding the exercise of due diligence by them, the Vessel will not be ready for delivery by the cancelling date they may notify the Buyers in writing stating the date when they anticipate that the Vessel will be ready for delivery and propose a new cancelling date. Upon receipt of such notification the Buyers shall have the option of either cancelling this Agreement in accordance with Clause 14 within 7 running days of receipt of the notice or of accepting the new date as the new cancelling date. If the Buyers have not declared their option within 7 running days of receipt of the Sellers' notification or if the Buyers accept the new date, the date proposed in the Sellers' notification shall be deemed to be the new cancelling date and shall be substituted for the cancelling date stipulated in line 61. |
d) | Should the Vessel become an actual, constructive or compromised total loss before delivery the deposit together with interest earned shall be released immediately to the Buyers whereafter this Agreement shall be null and void. |
* | Notes, if any, in the surveyor's report which are accepted by the Classification Society without condition/recommendation are not to be taken into account. |
a)* | This Agreement shall be governed by and construed in accordance with English law and any dispute arising out of this Agreement shall be referred to arbitration in London in accordance with the Arbitration Acts 1950 and 1979 or any statutory modification or re-enactment thereof for the time being in force, one arbitrator being appointed by each party. On the receipt by one party of the nomination in writing of the other party's arbitrator, that party shall appoint their arbitrator within fourteen days, failing which the decision of the single arbitrator appointed shall apply. If two arbitrators properly appointed shall not agree they shall appoint an umpire whose decision shall be final. London Maritime Arbitrators Association terms to apply. |
* | 16 a), 16 b) and 16 c) are alternatives; delete whichever is not applicable. In the absence of deletions, alternative 16 a) to apply. |
For and on behalf of the Sellers
|
For and on behalf of the Buyers
|
|||
/s/ Ziad Nakhleh
|
/s/ Charalampos Alivizatos
|
|||
Name:
|
Ziad Nakhleh
|
Name:
|
Charalampos Alivizatos
|
|
Title:
|
Attorney-in-Fact
|
Title:
|
Attorney-in-Fact
|
For and on behalf of the Sellers' guarantor
|
For and on behalf of the Buyers' guarantor
|
|||
/s/ Ziad Nakhleh
|
/s/ Charalampos Alivizatos
|
|||
Name:
|
Ziad Nakhleh
|
Name:
|
Charalampos Alivizatos
|
|
Title:
|
Chief Financial Officers
|
Title:
|
Attorney-in-Fact
|
MEMORANDUM OF AGREEMENT
|
Norwegian Shipbrokers' Association's Memorandum of Agreement for sale and purchase of ships. Adopted by The Baltic and International Maritime Council (BIMCO) in 1956.
Code-name
SALEFORM 1993
|
Dated: 9th September 2015
|
|
Built: 2001
|
By: Samho Heavy Industries Co., Ltd
|
Flag: Malta
|
Place of Registration: Valetta, Malta
|
Call Sign: 9HDG8
|
Grt/Nrt: 86,743/ 56,317
|
|
a) | The Sellers shall keep the Buyers well informed of the Vessel's itinerary and shall provide the Buyers with 20 / 15 / 10 /7, approximate days notice, and 3/ 2/ 1 definite days notice of the estimated time of arrival at the intended place of |
b) | The Vessel shall be delivered and taken over safely afloat at a safe |
c) | If the Sellers anticipate that, notwithstanding the exercise of due diligence by them, the Vessel will not be ready for delivery by the cancelling date they may notify the Buyers in writing stating the date when they anticipate that the Vessel will be ready for delivery and propose a new cancelling date. Upon receipt of such notification the Buyers shall have the option of either cancelling this Agreement in accordance with Clause 14 within 7 running days of receipt of the notice or of accepting the new date as the new cancelling date. If the Buyers have not declared their option within 7 running days of receipt of the Sellers' notification or if the Buyers accept the new date, the date proposed in the Sellers' notification shall be deemed to be the new cancelling date and shall be substituted for the cancelling date stipulated in line 61. |
d) | Should the Vessel become an actual, constructive or compromised total loss before delivery the deposit together with interest earned shall be released immediately to the Buyers whereafter this Agreement shall be null and void. |
* | Notes, if any, in the surveyor's report which are accepted by the Classification Society without condition/recommendation are not to be taken into account. |
a)* | This Agreement shall be governed by and construed in accordance with English law and any dispute arising out of this Agreement shall be referred to arbitration in London in accordance with the Arbitration Acts 1950 and 1979 or any statutory modification or re-enactment thereof for the time being in force, one arbitrator being appointed by each party. On the receipt by one party of the nomination in writing of the other party's arbitrator, that party shall appoint their arbitrator within fourteen days, failing which the decision of the single arbitrator appointed shall apply. If two arbitrators properly appointed shall not agree they shall appoint an umpire whose decision shall be final. London Maritime Arbitrators Association terms to apply. |
* | 16 a), 16 b) and 16 c) are alternatives; delete whichever is not applicable. In the absence of deletions, alternative 16 a) to apply. |
For and on behalf of the Sellers
|
For and on behalf of the Buyers
|
|||
/s/ Ziad Nakhleh
|
/s/ Charalampos Alivizatos
|
|||
Name:
|
Ziad Nakhleh
|
Name:
|
Charalampos Alivizatos
|
|
Title:
|
Attorney-in-Fact
|
Title:
|
Attorney-in-Fact
|
For and on behalf of the Sellers' guarantor
|
For and on on behalf of the Buyers' guarantor
|
|||
/s/ Ziad Nakhleh
|
/s/ Charalampos Alivizatos
|
|||
Name:
|
Ziad Nakhleh
|
Name:
|
Charalampos Alivizatos
|
|
Title:
|
Chief Financial Officers
|
Title:
|
Attorney-in-Fact
|
1) | This Addendum No. 1 dated 29th September 2015 is supplemental to the MOA governing the sale and purchase of the Vessel and shall form an integral part thereof. Unless otherwise defined herein, the terms, words and expressions used in this Addendum No. 1 shall have the same meaning ascribed to them under the MOA. |
2) | The Parties hereby agree as follows: |
a. | THAT Clause 5 b) of the MOA (lines 60 and 61) shall be amended so as to read as follows: |
For and on behalf of
the Sellers |
For and on behalf of
the Buyers
|
|||
THELMA SHIPPING
COMPANY LIMITED
|
MAGENTA OWNING
COMPANY LIMIT I E,D
|
|||
By:
|
/s/ Elpiniki Fotiou
|
By:
|
/s/ Geoffroy Gunet
|
|
Name: Elpiniki Fotiou
Title: Attorney-in-fact
|
Name: Geoffroy Gunet
Title: Attorney-in-fact
|
For and on behalf of
the Sellers' Guarantor
|
For and on behalf of
the Buyers' Guarantor
|
|||
DRYSHIPS INC.
|
TMS BULKERS LTD.
|
|||
By:
|
/s/ Elpiniki Fotiou
|
By:
|
/s/ Geoffroy Gunet
|
|
Name: Elpiniki Fotiou
Title: Senior Vice President,
Head of Accounting & Reporting |
Name: Geoffroy Gunet
Title: Attorney-in-fact
|
1) | The Parties hereby agree that Clause 2.3 of the SPA shall be amended so as to read as follows: |
2) | All other terms and conditions of the SPA, including the performance guarantees by both the Seller's Guarantor and the Buyer's Guarantor, shall remain in full force and effect. |
For and on behalf of
the Seller 1
|
For and on behalf of
the Buyer
|
|
DRYSHIPS INC.
|
ALIVIA INVESTMENTS INC.
|
|
By: /s/Ziad Nakhleh
|
By: /s/Geoffroy Gunet
|
|
Name: Ziad Nakhleh
|
Name: Geoffroy Gunet
|
|
Title: Chief Financial Officer
|
Title: Attorney-in-fact
|
For and on behalf of
the Seller 2
|
For and on behalf of
the Buyer's Guarantor
|
|
OCEANFREIGHT INC.
|
TMS BULKERS LTD.
|
|
By: /s/Ziad Nakhleh
|
By: /s/Geoffroy Gunet
|
|
Name: Ziad Nakhleh
|
Name: Geoffroy Gunet
|
|
Title: Attorney-in-fact
|
Title: Attorney-in-fact
|
(a) | This Agreement may be terminated prior to the Closing, by the mutual consent of the parties. |
(b) | This Agreement may be terminated by either party in the event that the Closing has not occurred by October 31, 2015. |
DRYSHIPS INC
|
||
By:
|
/s/ Ziad Nakhleh | |
Name:
|
Ziad Nakhleh | |
Title:
|
CFO | |
MEZZANINE FINANCING
INVESTMENT III SHAREHOLDERS
LTD.
|
||
By:
|
/s/ Iraklis Sbarounis
|
|
Name:
|
Iraklis Sbarounis
|
|
Title:
|
Attorney-in-fact
|
|
RED RIVER ENTERPRISES INC.
|
||
By:
|
/s/Mr. Dimitrios Koukoulas
|
|
Name:
|
Mr. Dimitrios Koukoulas
|
|
Title:
|
Attorney-in-fact
|
|
DRYSHIPS, INC., as Borrower
|
|||
By:
|
/s/ Ziad Nakhleh
|
||
Name:
|
Ziad Nakhleh
|
||
Title:
|
CFO
|
SIFNOS SHAREHOLDERS INC., as Lender
|
|||
By:
|
/s/ Papapontikou Evgenia
|
||
Name:
|
Papapontikou Evgenia
|
||
Title:
|
Attorney-in-fact |
$50,000,000
|
|
Dated: _________, 201__
|
DRYSHIPS INC.
|
|||
By:
|
|||
Name:
|
|||
Its:
|
Date
|
Principal Amount of Loans
|
Interest Period and
Interest Rate with Respect Thereto |
Principal Amount of Loans Repaid
|
Unpaid Principal
Amount of Loans |
Notation
Made By |
1. | AMENDMENT |
2. | CONDITION TO EFFECTIVENESS |
3. | REPRESENTATIONS AND WARRANTIES |
4. | COVENANT |
5. | MISCELLANEOUS |
DRYSHIPS INC, as Borrower
|
||
By:
|
/s/ Ziad Nakhleh
|
|
Name:
|
Ziad Nakhleh
|
|
Title:
|
Chief Financial Officer
|
|
SIFNOS SHAREHOLDERS INC., as Lender
|
||
By:
|
/s/Savvas Tournis
|
|
Name:
|
Savvas Tournis
|
|
Title:
|
Attorney-in-fact
|
|
1. | The Seller hereby sells, and the Buyer hereby acquires all the shares the Seller owns in Nautilus Offshore Services Inc, a Marshall Islands corporation (which is referred therein as the "Company"and the "Shares").Based on the information from the Company, the Seller currently owns directly 376,802 shares of Common Stock, 376,802 shares of Series A Preferred Shares, and 0 shares of Series B Preferred Shares, in Nautilus Offshore Services Inc. |
2. | The total purchase price for all of the Shares is USD 1,500,000= |
3. | The transfer of Shares takes place upon the signing of this agreement by both parties. As from the same time the Buyer takes over all rights and obligations as a shareholder in the Company. |
4. | The total purchase price to be paid as soon as possible, and latest within three working days to the following account held by the Seller in DNB; |
5. | In the event that the Buyer does not transfer the total purchase price to the Seller, the Buyer shall on demand pay interest on the sum due, from and including the day after the due date to the date of actually payment, at the rate of 20% per annum. Payment for the Shares and any interest due to late payment to be guaranteed by Dryships Inc. |
6. | The Seller represents and warrants that: |
(i) | the Shares are owned by the Seller, free from any encumbrances, liens or restrictions of any kind whatsoever; |
(ii) | there are no warrants, options or other rights of any nature vested with any third party in respect of the Shares or in respect of any right to acquire any ownership interest in the Subsidiary; |
(iii) | the Seller's Board of Directors has approved and authorised the sale of the Shares; |
A. | OCEANSURF SHAREHOLDERS LIMITED., a corporation organized under the laws of the Republic of the Marshall Islands (the "Shareholder 1"); |
B. | OCEANCENTURY SHAREHOLDERS LIMITED, a corporation organized under the laws of the Republic of the Marshall Islands (the "Shareholder 2"); |
C. | OCEANVIEW SHAREHOLDERS LIMITED, a corporation organized under the laws of the Republic of the Marshall Islands (the "Shareholder 3"); |
(a) | Purchase Price. Subject to the fulfillment of the conditions of Section 6.1, the Seller shall have advanced to the Buyer the Purchase Price under Section 2.3. |
(b) | Corporate records. The Seller shall have delivered to the Buyer all resolutions passed by the Board of Directors since the incorporation |
(c) | Compliance. Buyer shall have complied with its covenants and agreements contained herein, and the representations and warranties contained in Article IV hereof shall be true and correct in all material respects (except those representations and warranties qualified by materiality shall be true and correct in all respects) on the date hereof and as of the Closing Date. |
(d) | Consents. All consents and approvals required in connection with the execution, delivery and performance of this Agreement shall have been obtained. |
(a) | By the mutual written agreement of the Buyer and the Seller; |
(b) | By the Buyer if any of the conditions set forth in Section 6.1 hereof shall have become incapable of fulfillment and shall not have been waived by Buyer; |
(c) | By the Seller if any of the conditions set forth in Section 6.2 hereof shall have become incapable of fulfillment and shall not have been waived by the Seller; |
(d) | In the event that the consent of China Development Bank Corporation and Bank of China as set forth in Sections 6.1 (a) fails to be obtained by April 15, 2016, then this Agreement shall become null and void, having no effect whatsoever. No party shall be liable to the other for any loss and/or damage. |
(a) | If to Buyer to: |
(b) | If to Seller to: |
For the Buyer
|
||
By:
|
/s/ Geoffroy Gunet
|
|
Name:
|
Geoffroy Gunet
|
|
Title:
|
Attorney-in-fact
|
For the Seller
|
||
By:
|
/s/ Ziad Nakhleh
|
|
Name:
|
Ziad Nakhleh
|
|
Title:
|
Attorney-in-fact
|
For the Buyer's Guarantor
|
||
By:
|
/s/ Geoffroy Gunet
|
|
Name:
|
Geoffroy Gunet
|
|
Title:
|
Attorney-in-fact
|
For the Seller's Guarantor
|
||
By:
|
/s/ Ziad Nakhleh
|
|
Name:
|
Ziad Nakhleh
|
|
Title:
|
Attorney-in-fact
|
If to the Seller:
|
DryShips Inc.
Omega Building 80, Kifissias Avenue GR-151 25 Amaroussion Greece Attention: Ziad Nakhleh Facsimile: 011 30 210 80 90 575
|
|
With a copy (which shall
|
||
not constitute notice) to:
|
Seward & Kissel LLP
One Battery Park Plaza New York, NY 10004
Attention: Edward S. Horton, Esq.
Facsimile: 212-480-8421 |
|
If to the Buyer:
|
Ocean Rig Investments, Inc.
c/o Ocean Rig UDW Inc. 10 Skopa Street
Tribune House, 2nd Floor, Office 202
CY 1075
Nicosia, Cyprus
Attention: Mr. Ioannis Cleanthous
Facsimile: +357 22761542 |
|
With a copy (which shall
|
||
not constitute notice) to:
|
Seward & Kissel LLP
One Battery Park Plaza New York, NY 10004
Facsimile: 212-480-8421
Attention: Gary J. Wolfe, Esq. |
Seller:
|
Buyer:
|
|||||||
DRYSHIPS INC.
|
OCEAN RIG INVESTMENTS, INC.
|
|||||||
By:
|
/s/ Ziad Nakhleh
|
By:
|
/s/ Dr. Adriano Cefai
|
|||||
Name: Ziad Nakhleh
Title: Chief Financial Officer |
Name: Dr. Adriano Cefai
Title: Director of Omega Services Limited, Sole Director |
Sifnos Shareholders Inc.
c/o IES SERVICES S.A. 52, Agiou Konstantinou street, GR 151 24, Amaroussion, Athens, Greece Attention: Ms. Evgenia Papapontikou Tel: (+30) 210 6140271 Fax: (+30) 210 6140275 E-mail: general@ies-services.gr |
|
DryShips Inc.
109 Kifissias Avenue and Sina Street 151 24, Marousi Athens, Greece Attention: Ziad Nakhleh Facsimile: (+30) 210 80 90 585 Email: finance@dryships.com |
DRYSHIPS, INC., as Borrower
|
||
By:
|
/s/ Ziad Nakhleh
|
|
Name:
|
Mr. Ziad Nakhleh
|
|
Title:
|
Attorney-in-fact
|
|
SIFNOS SHAREHOLDERS INC., as Lender
|
||
By:
|
/s/ Savvas Tournis
|
|
Name:
|
Mr. Savvas Tournis
|
|
Title:
|
Attorney-in-fact
|
$70,000,000
|
Dated: ________, 201__
|
DRYSHIPS INC.
|
||
By:
|
||
Name:
|
||
Its:
|
||
Date
|
Principal Amount of Loans
|
Interest Period and
Interest Rate with Respect Thereto |
Principal Amount of
Loans Repaid |
Unpaid Principal
Amount of Loans |
Notation
Made By |
Name of Subsidiary
|
Jurisdiction of Incorporation
|
Hydrogen Shipholding Co. S.A.
|
Liberia
|
Earthly Shipholding Co. S.A.
|
Liberia
|
Helium Shipholding Co. S.A.
|
Liberia
|
Silicon Shipholding Co. S.A.
|
Liberia
|
Oxygen Shipholding Co. S.A.
|
Liberia
|
Skip Navigation Inc.
|
Liberia
|
Malvina Shipping Company Limited
|
Malta
|
Samsara Shipping Company Limited
|
Malta
|
Fabiana Navigation Company Limited
|
Malta
|
Karmen Shipping Company Limited
|
Malta
|
Thelma Shipping Company Limited
|
Malta
|
Celine Shipping Company Limited
|
Malta
|
Felicia Navigation Company Limited
|
Malta
|
Zatac Shipping Company Limited
|
Malta
|
Royerton Shipping Company Limited
|
Malta
|
Fago Shipping Company Limited
|
Malta
|
Lancat Shipping Company Limited
|
Malta
|
Hydrogen Shipping Company Limited
|
Malta
|
Helium Shipping Company Limited
|
Malta
|
Platan Shipping Company Limited
|
Malta
|
Madras Shipping Company Limited
|
Malta
|
Tolan Shipping Company Limited
|
Malta
|
Lansat Shipping Company Limited
|
Malta
|
Iguana Shipping Company Limited
|
Malta
|
Selma Shipping Company Limited
|
Malta
|
Onil Shipping Company Limited
|
Malta
|
Borsari Shipping Company Limited
|
Malta
|
Silicon Shipping Company Limited
|
Malta
|
Oxygen Shipping Company Limited
|
Malta
|
Blueberry Shipping Company Limited
|
Malta
|
Annapolis Shipping Company Limited
|
Malta
|
Araldo Marine Ltd.
|
Marshall Islands
|
Welby Shipping Inc.
|
Marshall Islands
|
Ialysos Owning Company Limited
|
Marshall Islands
|
Azalea Shareholders Limited
|
Marshall Islands
|
Samsara Shipholding One Inc.
|
Marshall Islands
|
Samsara Shipholding Two Inc.
|
Marshall Islands
|
Lidman Maritime Co.
|
Marshall Islands
|
Armanno Marine Co.
|
Marshall Islands
|
Devine Navigation Inc.
|
Marshall Islands
|
Ariadne Marine S.A.
|
Marshall Islands
|
Mador Shipping Ltd.
|
Marshall Islands
|
Lothair Navigation Company
|
Marshall Islands
|
Verge Navigation Corp.
|
Marshall Islands
|
Joyce Shipping Corp.
|
Marshall Islands
|
Name of Subsidiary
|
Jurisdiction of Incorporation
|
Amara Shipping Company
|
Marshall Islands
|
Alma Shipholding Inc.
|
Marshall Islands
|
Tempo Marine Co.
|
Marshall Islands
|
Flamenco Management Corp.
|
Marshall Islands
|
Star Record Owning Company Limited
|
Marshall Islands
|
Star Record Shareholdings Limited
|
Marshall Islands
|
Argo Owning Company Limited
|
Marshall Islands
|
Paralos Owning Company Limited
|
Marshall Islands
|
Rea Owning Company Limited
|
Marshall Islands
|
Rea Shareholdings Limited
|
Marshall Islands
|
Dione Owning Company Limited
|
Marshall Islands
|
Dione Shareholdings Limited
|
Marshall Islands
|
Phoebe Owning Company Limited
|
Marshall Islands
|
Phoebe Shareholdings Limited
|
Marshall Islands
|
Uranus Owning Company Limited
|
Marshall Islands
|
Uranus Shareholdings Limited
|
Marshall Islands
|
Selene Owning Company Limited
|
Marshall Islands
|
Selene Shareholdings Limited
|
Marshall Islands
|
Tethys Owning Company Limited
|
Marshall Islands
|
Tethys Shareholdings Limited
|
Marshall Islands
|
Ioli Owning Company Limited
|
Marshall Islands
|
Ioli Shareholdings Limited
|
Marshall Islands
|
Iason Owning Company Limited
|
Marshall Islands
|
Iason Shareholdings Limited
|
Marshall Islands
|
Iokasti Owning Company Limited
|
Marshall Islands
|
Iokasti Shareholdings Limited
|
Marshall Islands
|
Boone Star Owners Inc.
|
Marshall Islands
|
Boone Star Shareholders Inc.
|
Marshall Islands
|
Norwalk Star Owners Inc.
|
Marshall Islands
|
Norwalk Star Shareholdings Inc.
|
Marshall Islands
|
Dalian Star Owners Inc.
|
Marshall Islands
|
Dalian Star Shareholdings Inc.
|
Marshall Islands
|
Aegean Traders Inc.
|
Marshall Islands
|
Aegean Shareholders Inc.
|
Marshall Islands
|
Roscoe Marine Ltd.
|
Marshall Islands
|
Argo Shareholdings Limited
|
Marshall Islands
|
Amathus Owning Company Limited
|
Marshall Islands
|
Amathus Shareholders Limited
|
Marshall Islands
|
Echo Owning Company Limited
|
Marshall Islands
|
Echo Shareholdings Limited
|
Marshall Islands
|
Caerus Owning Company Limited
|
Marshall Islands
|
Caerus Shareholdings Limited
|
Marshall Islands
|
Symi Owners Inc.
|
Marshall Islands
|
Symi Shareholders Inc.
|
Marshall Islands
|
Kalymnos Owners Inc.
|
Marshall Islands
|
Kalymnos Shareholders Inc.
|
Marshall Islands
|
Name of Subsidiary
|
Jurisdiction of Incorporation
|
Litae Owning Company Limited
|
Marshall Islands
|
Litae Shareholdings Limited
|
Marshall Islands
|
Tyche Owning Company Limited
|
Marshall Islands
|
Tyche Shareholdings Limited
|
Marshall Islands
|
Anemone Marine Co.
|
Marshall Islands
|
Ariana Marine Ltd.
|
Marshall Islands
|
Neria Shipmanagement Inc.
|
Marshall Islands
|
Argante Navigation Corp.
|
Marshall Islands
|
Sunlight Shipholding One Inc.
|
Marshall Islands
|
Sunlight Shipholding Two Inc.
|
Marshall Islands
|
Atlas Owning Company Limited
|
Marshall Islands
|
Atlas Shareholdings Limited
|
Marshall Islands
|
Maternal Owning Company Limited
|
Marshall Islands
|
Maternal Shareholdings Limited
|
Marshall Islands
|
Xanadu Shipholding One Inc.
|
Marshall Islands
|
Xanadu Shipholding Two Inc.
|
Marshall Islands
|
Nouvelle Shipholding One Inc.
|
Marshall Islands
|
Nouvelle Shipholding Two Inc.
|
Marshall Islands
|
Paternal Owning Company Limited
|
Marshall Islands
|
Paternal Shareholdings Limited
|
Marshall Islands
|
Olivia Shipholding One Inc.
|
Marshall Islands
|
Olivia Shipholding Two Inc.
|
Marshall Islands
|
Taipan Shipholding One Inc.
|
Marshall Islands
|
Taipan Shipholding Two Inc.
|
Marshall Islands
|
Classical Owning Company Limited
|
Marshall Islands
|
Classical Shareholdings Limited
|
Marshall Islands
|
Human Owning Company Limited
|
Marshall Islands
|
Human Shareholdings Limited
|
Marshall Islands
|
Seaventure Shipping Limited
|
Marshall Islands
|
Seaventure Holdings Limited
|
Marshall Islands
|
Primera Shipholding One Inc.
|
Marshall Islands
|
Primera Shipholding Two Inc.
|
Marshall Islands
|
Scorpio Shipholding One Inc.
|
Marshall Islands
|
Scorpio Shipholding Two Inc.
|
Marshall Islands
|
Paragon Shipholding One Inc.
|
Marshall Islands
|
Paragon Shipholding Two Inc.
|
Marshall Islands
|
Iguana Shipholding One Inc.
|
Marshall Islands
|
Iguana Shipholding Two Inc.
|
Marshall Islands
|
Lotis Traders Inc.
|
Marshall Islands
|
Lotis Shareholders Inc.
|
Marshall Islands
|
Kronos Owning Company Limited
|
Marshall Islands
|
Kronos Shareholdings Limited
|
Marshall Islands
|
Lucio Shipholding Ltd.
|
Marshall Islands
|
Valente Navigation Co.
|
Marshall Islands
|
NT LLC Investors Ltd.
|
Marshall Islands
|
NT LLC Shareholders Ltd.
|
Marshall Islands
|
Toro Shipholding One Inc.
|
Marshall Islands
|
Toro Shipholding Two Inc.
|
Marshall Islands
|
Gaia Owning Company Limited
|
Marshall Islands
|
Gaia Shareholdings Limited
|
Marshall Islands
|
Trojan Maritime Co.
|
Marshall Islands
|
Koronis Navigation S.A.
|
Marshall Islands
|
Name of Subsidiary
|
Jurisdiction of Incorporation
|
Astarte Maritime S.A.
|
Marshall Islands
|
Ashby Shipmanagement Corp.
|
Marshall Islands
|
Orpheus Owning Company Limited
|
Marshall Islands
|
Orpheus Shareholdings Limited
|
Marshall Islands
|
Ionian Traders Inc.
|
Marshall Islands
|
Rhodian Traders Inc.
|
Marshall Islands
|
Monteagle Shipping SA
|
Marshall Islands
|
Paralos Shareholdings Limited
|
Marshall Islands
|
Kerkyra Traders Inc.
|
Marshall Islands
|
Kerkyra Shareholders Inc.
|
Marshall Islands
|
Wealth Management Inc.
|
Marshall Islands
|
Thrasymachus Challenge Inc.
|
Marshall Islands
|
Hippias Challenge Inc.
|
Marshall Islands
|
Prodicus Challenge Inc.
|
Marshall Islands
|
Gorgias Challenge Inc.
|
Marshall Islands
|
Callicles Challenge Inc.
|
Marshall Islands
|
Antiphon Challenge Inc.
|
Marshall Islands
|
Protagoras Challenge Inc.
|
Marshall Islands
|
Lycophron Challenge Inc.
|
Marshall Islands
|
Cratylus Challenge Inc.
|
Marshall Islands
|
Tinos Traders Inc.
|
Marshall Islands
|
Sifnos Traders Inc.
|
Marshall Islands
|
Milos Traders Inc.
|
Marshall Islands
|
Milos Shareholders Inc.
|
Marshall Islands
|
Thassos Traders Inc.
|
Marshall Islands
|
Thassos Shareholders Inc.
|
Marshall Islands
|
Pounta Traders Inc.
|
Marshall Islands
|
Pounta Shareholders Inc.
|
Marshall Islands
|
Faedon Shareholdings Limited
|
Marshall Islands
|
Ialysos Shareholders Limited
|
Marshall Islands
|
Mandarin Shareholdings Limited
|
Marshall Islands
|
Mensa Shareholdings Limited
|
Marshall Islands
|
Iktinos Owning Company Limited
|
Marshall Islands
|
Iktinos Shareholdings Limited
|
Marshall Islands
|
Kallikrates Owning Company Limited
|
Marshall Islands
|
Kallikrates Shareholdings Limited
|
Marshall Islands
|
Belulu Shareholders Limited
|
Marshall Islands
|
DryShips Partners LP
|
Marshall Islands
|
DRYS GP LLC
|
Marshall Islands
|
Oceanfreight Inc.
|
Marshall Islands
|
Oceanship Shareholdings Limited
|
Marshall Islands
|
Oceanship Owners Limited
|
Marshall Islands
|
Oceanwealth Shareholdings Limited
|
Marshall Islands
|
Oceanwealth Owners Limited
|
Marshall Islands
|
Oceanventure Shareholdings Limited
|
Marshall Islands
|
Oceanventure Owners Limited
|
Marshall Islands
|
Oceanresources Shareholdings Limited
|
Marshall Islands
|
Oceanresources Owners Limited
|
Marshall Islands
|
Oceanstrength Shareholdings Limited
|
Marshall Islands
|
Oceanstrength Owners Limited
|
Marshall Islands
|
Name of Subsidiary
|
Jurisdiction of Incorporation
|
Oceantrade Shareholdings Limited
|
Marshall Islands
|
Oceantrade Owners Limited
|
Marshall Islands
|
Oceanprime Shareholdings Limited
|
Marshall Islands
|
Oceanprime Owners Limited
|
Marshall Islands
|
Oceanclarity Shareholdings Limited
|
Marshall Islands
|
Oceanclarity Owners Limited
|
Marshall Islands
|
Oceanfighter Shareholders Inc.
|
Marshall Islands
|
Oceanfighter Owners Inc.
|
Marshall Islands
|
Ocean Faith Shareholders Inc.
|
Marshall Islands
|
Ocean Faith Owners Inc.
|
Marshall Islands
|
Ocean Blue Spirit Shareholders Inc.
|
Marshall Islands
|
Ocean Blue Spirit Owners Inc.
|
Marshall Islands
|
Kifissia Star Shareholders Inc.
|
Marshall Islands
|
Kifissia Star Owners Inc.
|
Marshall Islands
|
Pasifai Shareholders Limited
|
Marshall Islands
|
Pasifai Owning Company Limited
|
Marshall Islands
|
Amazon Shareholders Limited
|
Marshall Islands
|
Amazon Owning Company Limited
|
Marshall Islands
|
Freightwise Investments Ltd
|
Marshall Islands
|
Olympian Heracles Holding Inc.
|
Marshall Islands
|
Tankships Corporation Limited
|
Marshall Islands
|
Olympian Hestia Holding Inc.
|
Marshall Islands
|
Olympian Zeus Shareholders Inc.
|
Marshall Islands
|
Olympian Zeus Owners Inc.
|
Marshall Islands
|
Olympian Apollo Shareholders Inc.
|
Marshall Islands
|
Olympian Apollo Owners Inc.
|
Marshall Islands
|
Olympian Hebe Holding Inc.
|
Marshall Islands
|
Olympian Hera Shareholders Inc.
|
Marshall Islands
|
Olympian Hera Owners Inc.
|
Marshall Islands
|
Olympian Rea Holding Inc.
|
Marshall Islands
|
Olympian Poseidon Shareholders Inc.
|
Marshall Islands
|
Olympian Poseidon Owners Inc.
|
Marshall Islands
|
Olympian Demeter Shareholders Inc.
|
Marshall Islands
|
Olympian Demeter Owners Inc.
|
Marshall Islands
|
Olympian Ares Shareholders Inc.
|
Marshall Islands
|
Olympian Ares Owners Inc.
|
Marshall Islands
|
Olympian Artemis Shareholders Inc.
|
Marshall Islands
|
Olympian Artemis Owners Inc.
|
Marshall Islands
|
Olympian Diana Holding Inc.
|
Marshall Islands
|
Olympian Athena Shareholders Inc.
|
Marshall Islands
|
Name of Subsidiary
|
Jurisdiction of Incorporation
|
Olympian Athena Owners Inc.
|
Marshall Islands
|
Olympian Dionysus Shareholders Inc.
|
Marshall Islands
|
Olympian Dionysus Owners Inc.
|
Marshall Islands
|
Olympian Aphrodite Shareholders Inc.
|
Marshall Islands
|
Olympian Aphrodite Owners Inc.
|
Marshall Islands
|
Olympian Pan Holding Inc.
|
Marshall Islands
|
Olympian Hephaestus Shareholders Inc.
|
Marshall Islands
|
Olympian Hephaestus Owners Inc.
|
Marshall Islands
|
Olympian Hermes Shareholders Inc.
|
Marshall Islands
|
Olympian Hermes Owners Inc.
|
Marshall Islands
|
Dryships Finance Corp.
|
Marshall Islands
|
Tankships Investment Holdings Inc.
|
Marshall Islands
|
Oil and Gas Ships Investor Limited
|
Marshall Islands
|
Mezzanine Financing Investment III
|
Marshall Islands
|
Nautilus Offshore Services Inc.
|
Marshall Islands
|
Nautilus Shareholdings Limited
|
Marshall Islands
|
Esteban Shipholding Co.
|
Marshall Islands
|
Dianthus Maritime Ltd.
|
Marshall Islands
|
Fiore Shipping Inc.
|
Marshall Islands
|
Mellen Marine Co.
|
Marshall Islands
|
Darden Shipholding S.A.
|
Marshall Islands
|
Newmont Chartering Limited
|
Marshall Islands
|
DryShips LLC
|
Marshall Islands
|
Hemera Holding Company Ltd
|
Marshall Islands
|
Tankships Holdings
|
Marshall Islands
|
Asstplus Limited
|
Cyprus
|
Vega Crusader AS
|
Norway
|
Vega Corona AS
|
Noway
|
Vega Juniz AS
|
Norway
|
Vega Offshore AS
|
Norway
|
Vega Emtoli AS
|
Norway
|
Vega Jaanca AS
|
Norway
|
Vega Inruda AS
|
Norway
|
Creole Offshore AS
|
Norway
|
Jubilee Offshore AS
|
Norway
|
Emblem Offshore AS
|
Norway
|
Jacaranda Offshore AS
|
Norway
|
Indigo Offshore AS
|
Norway
|
/s/ George Economou
|
|
George Economou
Chief Executive Officer (Principal Executive Officer)
|
/z/ Ziad Nakhleh
|
|
Ziad Nakhleh
Chief Financial Officer (Principal Financial Officer)
|
/s/ George Economou
|
|
George Economou
Chief Executive Officer (Principal Executive Officer)
|
/z/ Ziad Nakhleh
|
|
Ziad Nakhleh
Chief Financial Officer (Principal Financial Officer)
|
Document and Entity Information |
12 Months Ended |
---|---|
Dec. 31, 2015
shares
| |
Document and Entity Information [Abstract] | |
Document Type | 20-F |
Document Period End Date | Dec. 31, 2015 |
Amendment Flag | false |
Entity Registrant Name | Dryships Inc. |
Entity Central Index Key | 0001308858 |
Entity Current Reporting Status | Yes |
Entity Voluntary Filers | No |
Current Fiscal Year End Date | --12-31 |
Entity Filer Category | Accelerated Filer |
Entity Well Known Seasoned Issuer | No |
Entity Common Stock Shares Outstanding | 26,881,846 |
Document Fiscal Year Focus | 2015 |
Document Fiscal Period Focus | FY |
Trading Symbol | Drys |
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands |
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2015 |
Dec. 31, 2014 |
Dec. 31, 2013 |
|
Consolidated Statements of Comprehensive Loss | |||
Net income/(loss) | $ (2,808,086) | $ 58,020 | $ (198,028) |
Other comprehensive income/ (loss): | |||
Reclassification of realized losses associated with capitalized interest to Consolidated Statement of Operations, net | 466 | 550 | 550 |
Actuarial gains/(losses) | 50 | (1,518) | 3,335 |
Other comprehensive income/(loss) | 516 | (968) | 3,885 |
Comprehensive income/(loss) | (2,807,570) | 57,052 | (194,143) |
Less: comprehensive income attributable to non-controlling interests | (39,090) | (105,137) | (26,532) |
Comprehensive loss attributable to DryShips Inc. | $ (2,846,660) | $ (48,085) | $ (220,675) |
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands |
Total |
Common Stock |
Treasury Stock |
Additional Paid-in Capital |
Accumulated Other Comprehensive Loss |
Retained Earnings/ (Accumulated Deficit) |
Total DryShips Stockholders Equity |
Non-controlling interests |
Series B Convertible Preferred Stock |
---|---|---|---|---|---|---|---|---|---|
BALANCE value, at Dec. 31, 2012 | $ 3,868,019 | $ 170 | $ (4) | $ 2,841,496 | $ (9,175) | $ 13,973 | $ 2,846,460 | $ 1,021,559 | |
BALANCE shares, at Dec. 31, 2012 | 16,990,483 | (440,000) | |||||||
Net income/ (loss) | (198,028) | (223,093) | (223,093) | 25,065 | |||||
Issuance of common stock, value | 23,438 | $ 3 | 23,435 | 23,438 | |||||
Issuance of common stock, shares | 275,689 | ||||||||
Issuance of non-vested shares, shares | 40,000 | ||||||||
Issuance of treasury stock, value | $ (4) | 4 | |||||||
Issuance of treasury stock, shares | (400,000) | ||||||||
Issuance of subsidiary shares to non-controlling interest | 122,960 | (46,237) | 695 | (45,542) | 168,502 | ||||
Other comprehensive income | 3,885 | 2,418 | 2,418 | 1,467 | |||||
Amortization of stock based compensation | 11,424 | 9,955 | 9,955 | 1,469 | |||||
BALANCE value, at Dec. 31, 2013 | 3,831,698 | $ 173 | $ (8) | 2,828,653 | (6,062) | (209,120) | 2,613,636 | 1,218,062 | |
BALANCE shares, at Dec. 31, 2013 | 17,306,172 | (840,000) | |||||||
Net income/ (loss) | 58,020 | (47,512) | (47,512) | 105,532 | |||||
Issuance of common stock, value | 422,375 | $ 109 | 422,266 | 422,375 | |||||
Issuance of common stock, shares | 10,888,394 | ||||||||
Issuance of non-vested shares, shares | 48,000 | ||||||||
Issuance of treasury stock, value | $ (6) | 6 | |||||||
Issuance of treasury stock, shares | (604,000) | ||||||||
Issuance of subsidiary shares to non-controlling interest | (1,267) | (4,758) | 13 | (4,745) | 3,478 | ||||
Other comprehensive income | (968) | (573) | (573) | (395) | |||||
Amortization of stock based compensation | 11,093 | 9,640 | 9,640 | 1,453 | |||||
Dividends paid | (30,563) | (30,563) | |||||||
BALANCE value, at Dec. 31, 2014 | 4,290,388 | $ 282 | $ (14) | 3,255,807 | (6,622) | (256,632) | 2,992,821 | 1,297,567 | |
BALANCE shares, at Dec. 31, 2014 | 28,242,566 | (1,444,000) | |||||||
Net income/ (loss) | (2,808,086) | (2,847,061) | (2,847,061) | 38,975 | |||||
Issuance of common stock, value | (228) | (228) | (228) | ||||||
Issuance of preferred stock, value | 10,000 | 9,960 | 10,000 | $ 40 | |||||
Issuance of preferred stock, shares | 4,000,000 | ||||||||
Issuance of non-vested shares, value | $ 1 | (1) | |||||||
Issuance of non-vested shares, shares | 84,000 | ||||||||
Conversion of common stock to treasury stock, shares | (720) | ||||||||
Issuance of subsidiary shares to non-controlling interest | 1,266 | (49,444) | 169 | (49,275) | 50,541 | ||||
Acquisition of Nautilus Offshore Services Inc. | 222 | (276) | (54) | 54 | |||||
Other comprehensive income | 516 | 401 | 401 | 115 | |||||
Amortization of stock based compensation | 9,364 | 8,523 | 8,523 | 841 | |||||
Deconsolidation of Ocean Rig | (1,361,282) | 6,285 | 6,285 | (1,367,567) | |||||
Dividends paid | (20,526) | (20,526) | |||||||
BALANCE value, at Dec. 31, 2015 | $ 121,412 | $ 283 | $ (14) | $ 3,224,839 | $ 233 | $ (3,103,969) | $ 121,412 | $ 0 | $ 40 |
BALANCE shares, at Dec. 31, 2015 | 28,326,566 | (1,444,720) | 4,000,000 |
Basis of Presentation and General Information |
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Basis of Presentation and General Information | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Basis of Presentation and General Information: | 1. Basis of Presentation and General Information:
The accompanying consolidated financial statements include the accounts of DryShips Inc. and its subsidiaries (collectively, the "Company" or "DryShips"). DryShips was formed on September 9, 2004, under the laws of the Republic of the Marshall Islands. The Company is a provider of international seaborne dry cargo and offshore support services and through June 8, 2015, also provided drilling services through Ocean Rig UDW Inc. (Ocean Rig) (Note 2).
Customers individually accounting for more than 10% of the Company's voyage revenues and drilling revenues during the years ended December 31, 2013, 2014 and 2015, were as follows:
Certain prior period amounts have been reclassified to conform to the current year presentation including reclassifications between prepayments and advances, accounts payables, accrued liabilities and due from related parties.
On March 11, 2016, the Company effected a 25:1 reverse stock split (Note 21) on its issued and outstanding common stock. In connection with the reverse stock split seven fractional shares were issued. All share and per share amounts disclosed in the consolidated financial statements and notes give effect to this reverse stock split retroactively, for all periods presented.
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Significant Accounting Policies |
12 Months Ended |
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Dec. 31, 2015 | |
Significant Accounting Policies [Abstract] | |
Significant Accounting Policies: | 2. Significant Accounting policies:
(a) Principles of consolidation: The accompanying consolidated financial statements have been prepared in accordance with Generally Accepted Accounting Principles in the United States of America ("U.S. GAAP") and applicable rules and regulations of the U.S. Securities and Exchange Committee (the "SEC") and include the accounts and operating results of DryShips, its wholly-owned subsidiaries, its affiliate and its VIE. As of December 31, 2014, the Company consolidated the100% of one VIE for which it is deemed to be the primary beneficiary, i.e. it has a controlling financial interest in this entity. The VIE's total assets and liabilities, as of December 31, 2014, were $64,314 and $65,358 respectively, with total liabilities exceeding total assets by $1,044. A VIE is an entity that in general does not have equity investors with substantive voting rights or that has equity investors that do not provide sufficient financial resources for the entity to support its activities. A controlling financial interest in a VIE is present when a company has the power to direct the activities of a VIE that most significantly impact the entity's economic performance and absorbs a majority of an entity's expected losses, receives a majority of an entity's expected residual returns, or both.
From June 8, 2015, Ocean Rig has been considered as an affiliated entity and not as a controlled subsidiary of the Company. As a result, Ocean Rig has been accounted for under the equity method and its assets and liabilities are not consolidated in the Company's balance sheet as of December 31, 2015 and, consequently, additional disclosures for Ocean Rig, its subsidiaries and its VIE, for 2015 have not been included.
All intercompany balances and transactions have been eliminated on consolidation.
(b) Business combinations: The Company uses the acquisition method of accounting under the authoritative guidance on business combinations, which requires an acquirer in a business combination to recognize the assets acquired, the liabilities assumed and any non-controlling interest in the acquiree at their fair values at the acquisition date. The costs of the acquisition and any related restructuring costs are to be recognized separately in the Consolidated Statements of Operations. The acquired company's operating results are included in the Company's consolidated financial statements starting on the date of acquisition.
The purchase price is equivalent to the fair value of the consideration transferred and liabilities incurred, including liabilities related to contingent consideration. Tangible and identifiable intangible assets acquired and liabilities assumed as of the date of acquisition are recorded at the acquisition date fair value. Goodwill is recognized for the excess of the purchase price over the net fair value of assets acquired and liabilities assumed. When the fair value of net assets acquired exceeds the fair value of consideration transferred plus any non-controlling interest in the acquiree, the excess is recognized as a gain.
(c) Goodwill: Goodwill represents the excess of the purchase price over the estimated fair value of net assets acquired. Goodwill is reviewed for impairment whenever events or circumstances indicate possible impairment in accordance with Accounting Standard Codification (ASC) 350 Goodwill and Other Intangible Assets. This standard requires that goodwill and other intangible assets with an indefinite life not be amortized but instead tested for impairment at least annually. The Company tests goodwill for impairment each year on December 31.The Company tests goodwill at the reporting unit level, which is defined as an operating segment or a component of an operating segment that constitutes a business for which financial information is available and is regularly reviewed by management. The impairment of goodwill is tested by comparing the reporting unit's carrying amount, including goodwill, to the fair value of the reporting unit. If the carrying amount of the reporting unit exceeds its fair value, goodwill is considered impaired and a second step is performed to measure the amount of the impairment loss, if any. For the year ended December 31, 2015, the Company concluded that the goodwill relating to its offshore support reporting unit was not impaired. To determine the fair value of each reporting unit, the Company uses a combination of generally accepted valuation methodologies, including both income and market approaches. For its offshore support reporting unit, the Company estimates the fair market value using estimated discounted cash flows and publicly traded company multiples. The Company discounts projected cash flows using a long-term weighted average cost of capital, which is based on the Company's estimate of the investment returns that market participants would require for each of its reporting units. To develop the projected cash flows associated with the Company's offshore support reporting unit, which are based on estimated future utilization and dayrates, the Company considers key factors that include assumptions regarding future commodity prices, credit market uncertainties and the effect these factors may have on the Company's operations and the capital expenditure budgets of its customers. The Company derives publicly traded company multiples for companies with operations similar to the Company's reporting units using information on shares traded on stock exchanges and, when they are available, from analyses of recent acquisitions in the marketplace. For the Company's offshore reporting unit, the Company estimates fair market value using estimated discounted cash flows based on assumptions for future commodity prices, projected demand for its services, vessels' availability and day rates.
(d) Use of estimates: The preparation of 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
(e) Comprehensive income/(loss): The Company's comprehensive income/(loss) is comprised of net income/(loss), actuarial gains/losses related to the adoption and implementation of ASC 715, "Compensation-Retirement Benefits", as well as losses in the fair value of the derivatives that qualify for hedge accounting in accordance with ASC 815 "Derivatives and Hedging" and realized gains/losses on cash flow hedges associated with capitalized interest in accordance with ASC 815-30-35-38 "Derivatives and Hedging".
During 2013, the Company adopted the requirements of Accounting Standard Update ("ASU") 2013-02, "Comprehensive Income (Topic 220) - Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income". The objective of this Update is to improve the reporting of reclassifications out of accumulated other comprehensive income. The amendments do not change the current requirements for reporting net income or other comprehensive income in the financial statements. However, the amendments require an entity to provide information about the amounts reclassified out of accumulated other comprehensive income by component. In addition, an entity is required to present, either on the face of the statement where net income is presented or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income but only if the amount reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting period. For other amounts that are not required under U.S. GAAP to be reclassified in their entirety to net income, an entity is required to cross-reference to other disclosures required under U.S. GAAP that provide additional detail about those amounts.
(f) Cash and cash equivalents: The Company considers highly liquid investments such as time deposits and certificates of deposit with an original maturity of three months or less to be cash equivalents.
(g) Restricted cash: Restricted cash may include: (i) cash collateral required under the Company's financing and swap arrangements, (ii) retention accounts which can only be used to fund the loan installments coming due, (iii) minimum liquidity collateral requirements or minimum required cash deposits, as defined in the Company's loan agreements, (iv) taxes withheld from employees and deposited in designated bank accounts and, (v) amounts pledged as collateral for bank guarantees to suppliers.
(h) Trade accounts receivable net: The amount shown as trade accounts receivable, at each balance sheet date, includes receivables from customers, net of allowance for doubtful receivables. At each balance sheet date, all potentially uncollectible accounts are assessed individually for purposes of determining the appropriate allowance for doubtful receivables.
(i) Short-term investments: Short-term investments generally represent investments in time deposits, which have maturities in excess of three months but less than twelve months. These investments are accounted for at cost.
(j) Concentration of credit risk: Financial instruments, which potentially subject the Company to significant concentrations of credit risk, consist principally of cash and cash equivalents; trade accounts receivable and derivative contracts (interest rate swaps). The maximum exposure to loss due to credit risk is the book value at the balance sheet date. The Company places its cash and cash equivalents, consisting mostly of bank deposits, with qualified financial institutions.
The Company performs periodic evaluations of the relative credit standing of those financial institutions. The Company is exposed to credit risk in the event of non-performance by counter parties to derivative instruments; however, the Company limits its exposure by diversifying among counter parties. The Company's major customers were oil companies, which reduced its credit risk. When considered necessary, additional arrangements are put in place to minimize credit risk, such as letters of credit or other forms of payment guarantees. The Company limits its credit risk with trade accounts receivable by performing ongoing credit evaluations of its customers' financial condition and generally does not require collateral for its trade accounts receivable. The Company has made advances for the construction of assets to the yards. The ownership of the assets was transferred from the yard to the Company at delivery. The credit risk of the advances was, to a large extent, reduced through refund guarantees issued by financial institutions.
(k) Advances for vessels and drilling units under construction: This represents amounts expended by the Company in accordance with the terms of the construction contracts for vessels and drilling units as well as other expenses incurred directly or under a management agreement with a related party in connection with on-site supervision. In addition, interest costs incurred during the construction (until the asset is substantially complete and ready for its intended use) are capitalized. The carrying value of vessels and drilling units under construction ("Newbuildings") represents the accumulated costs at the balance sheet date. Cost components include payments for yard installments and variation orders, commissions to related party, construction supervision, equipment, spare parts and capitalized interest.
(l) Capitalized interest: Interest expense is capitalized during the construction period of drilling units and vessels based on accumulated expenditures for the applicable project at the Company's current rate of borrowing. The amount of interest expense capitalized in an accounting period is determined by applying an interest rate the ("capitalization rate") to the average amount of accumulated expenditures for the asset during the period. The capitalization rates used in an accounting period are based on the rates applicable to borrowings outstanding during the period. The Company does not capitalize amounts in excess of actual interest expense incurred in the period. If the Company's financing plans associate a specific new borrowing with a qualifying asset, the Company uses the rate on that borrowing as the capitalization rate to be applied to that portion of the average accumulated expenditures for the asset that does not exceed the amount of that borrowing. If average accumulated expenditures for the asset exceed the amounts of specific new borrowings associated with the asset, the capitalization rate applied to such excess is a weighted average of the rates applicable to other borrowings of the Company. Capitalized interest expense for the years ended December 31, 2013, 2014 and 2015, amounted to $69,714, $39,225 and $12,060, respectively (Note 17).
(m) Insurance claims: The Company records insurance claim recoveries for insured losses incurred on damages to fixed assets, loss of hire and for insured crew medical expenses under "Other current assets". Insurance claims are recorded, net of any deductible amounts, at the time the Company's fixed assets suffer insured damages, loss due to the vessel/ drilling unit being wholly or partially deprived of income as a consequence of damage to the unit or when crew medical expenses are incurred, recovery is probable under the related insurance policies and the Company can make an estimate of the amount to be reimbursed following the insurance claim.
(n) Inventories: Inventories consist of consumable bunkers (if any), lubricants and victualing stores, which are stated at the lower of cost or market value and are recorded under "Other current assets". Cost is determined by the first in, first out method.
(o) Foreign currency translation: The functional currency of the Company is the U.S. Dollar since the Company operates in international shipping and drilling markets (through June 8, 2016) and, therefore, primarily transacts business in U.S. Dollars. The Company's accounting records are maintained in U.S. Dollars. Transactions involving other currencies during the year are converted into U.S. Dollars using the exchange rates in effect at the time of the transactions. At the balance sheet dates, monetary assets and liabilities, which are denominated in other currencies, are translated into U.S. Dollars at the year-end exchange rates. Resulting gains or losses are included in "Other, net" in the accompanying consolidated statements of operations.
(p) Fixed assets, net:
(i) Drybulk, tanker carrier and offshore support vessels are stated at cost, which consists of the contract price and any material expenses incurred upon acquisition (initial repairs, improvements, delivery expenses and other expenditures to prepare the vessel for its initial voyage). Subsequent expenditures for major improvements are also capitalized when they appreciably extend the useful life, increase the earning capacity or improve the efficiency or safety of the vessels. The cost of each of the Company's vessels is depreciated beginning when the vessel is ready for its intended use, on a straight-line basis over the vessel's remaining economic useful life, after considering the estimated residual value. Vessel's residual value is equal to the product of its lightweight tonnage and estimated scrap rate per ton. In general, management estimates the useful life of the Company's drybulk and tanker carrier vessels to be 25 years and offshore support vessels 30 years, from the date of initial delivery from the shipyard. When regulations place limitations over the ability of a vessel to trade on a worldwide basis, its remaining useful life is adjusted at the date such regulations are adopted.
(ii) Drilling units are stated at historical cost less accumulated depreciation. Such costs include the cost of adding or replacing parts of drilling unit machinery and equipment when the cost is incurred, if the recognition criteria are met. The recognition criteria require that the cost incurred extends the useful life of a drilling unit. The carrying amounts of those parts that are replaced are written off and the cost of the new parts is capitalized. Depreciation is calculated on a straight-line basis over the useful life of the assets after considering the estimated residual value as follows: bare deck 30 years and other asset parts 5 to 15 years for the drilling units. The residual values of the drilling units are estimated at $35,000 and $50,000, respectively, for the year ended December 31, 2014 and 2015.
(q) Long lived assets held for sale: The Company classifies long lived assets and disposal groups as being held for sale in accordance with ASC 360, "Property, Plant and Equipment", when: (i) management has committed to a plan to sell the long lived assets; (ii) the long lived assets are available for immediate sale in their present condition; (iii) an active program to locate a buyer and other actions required to complete the plan to sell the long lived assets have been initiated; (iv) the sale of the long lived assets is probable and transfer of the asset is expected to qualify for recognition as a completed sale within one year; and (v) the long lived assets are being actively marketed for sale at a price that is reasonable in relation to its current fair value and actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. Long lived assets classified as held for sale are measured at the lower of their carrying amount or fair value less cost to sell. These long lived assets are not depreciated once they meet the criteria to be classified as held for sale.
When the Company concludes a Memorandum of Agreement for the disposal of a vessel which has yet to complete a time charter, it is considered that the held for sale criteria discussed in guidance are not met until the time charter has been completed as the vessel is not available for immediate sale. As a result, such vessels are not classified as held for sale.
When the Company concludes a Memorandum of Agreement for the disposal of a vessel which has no time charter to complete or a contract that is transferable to a buyer, it is considered that the held for sale criteria discussed in the guidance are met. As a result such vessels are classified as held for sale. Furthermore, in the period a long-lived asset meets the held for sale criteria, a loss is recognized for any reduction of the long-lived asset's carrying amount to its fair value less cost to sell. No such adjustments were identified for the years ended December 31, 2013 and 2014. For the year ended December 31, 2015 and due to the Company's decision to sell certain vessels and vessel owning companies and classify the remaining vessels in the fleet as held for sale, a charge of $854,125 was recognized and included in "Impairment loss and loss from sale of vessels and vessel owning companies", in the accompanying consolidated statement of operations.
In addition, the impairment review performed prior to the entering into the agreements for the sale of the Company's vessels and vessel owning companies, has indicated that the carrying amount of one of its drybulk vessels was not recoverable and, therefore, a charge of $83,937 was recognized and included in "Impairment loss and loss from sale of vessels and vessel owning companies", in the accompanying consolidated statement of operations. Finally during the three month period ended December 31, 2015, an additional charge of $113,019 was recognized and included in "Impairment loss and loss from sale of vessels and vessel owning companies", in the accompanying consolidated statement of operations, due to the reduction of the vessels' held for sale carrying amount to their fair value less cost to sell. (Notes 7 and 12)
(r) Impairment of long-lived assets: The Company reviews for impairment long-lived assets whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. In this respect, the Company reviews its assets for impairment on an asset by asset basis. When the estimate of undiscounted cash flows, excluding interest charges, expected to be generated by the use of the asset is less than its carrying amount, the Company evaluates the asset for impairment loss. The impairment loss is determined by the difference between the carrying amount of the asset and the fair value of the asset. The Company evaluates the carrying amounts of its vessels by obtaining vessel independent appraisals to determine if events have occurred that would require modification to their carrying values or useful lives. In evaluating useful lives and carrying values of long-lived assets, the Company reviews certain indicators of potential impairment, such as undiscounted projected operating cash flows, vessel sales and purchases, business plans and overall market conditions. In developing estimates of future undiscounted cash flows, the Company makes assumptions and estimates about the vessels' future performance, with the significant assumptions being related to charter rates, fleet utilization, operating expenses, capital expenditures, residual value and the estimated remaining useful life of each vessel. The assumptions used to develop estimates of future undiscounted cash flows are based on historical trends as well as future expectations. To the extent impairment indicators are present, the Company determines undiscounted projected net operating cash flows for each vessel and compares them to their carrying value. The projected net operating cash flows are determined by considering the charter revenues from existing time charters for the fixed fleet days and an estimated daily time charter equivalent for the unfixed days. The Company estimates the daily time charter equivalent for the unfixed days of drybulk vessels based on the most recent ten year historical average for similar vessels and utilizing available market data for time charter and spot market rates and forward freight agreements and for offshore support vessels based on available market data, over the remaining estimated life of the vessel, net of brokerage commissions, expected outflows for vessels' maintenance and operating expenses (including planned drydocking and special survey expenditures), assuming an average annual inflation rate of 2% and fleet utilization of 98% and 99% for our drybulk and offshore support vessels, respectively. The salvage value used in the impairment test is estimated to be $250 per light weight ton (LWT) for vessels, in accordance with the Company's vessels' depreciation policy. If the Company's estimate of undiscounted future cash flows for any vessel, is lower than its respective carrying value, the carrying value is written down, by recording a charge to operations, to its' respective fair market value if the fair market value is lower than the vessel's carrying value.
The Company's analysis for the year ended December 31, 2015, also involved sensitivity tests on the time charter rates and fleet utilization (being the most sensitive inputs to variances), allowing for variances ranging from 97.5% to 92.5% depending on vessel type on time charter rates. Although the Company believes that the assumptions used to evaluate potential impairment are reasonable and appropriate, such assumptions are highly subjective. There can be no assurance as to how long charter rates and vessel values will remain at their currently low levels or whether they will improve by any significant degree. Charter rates may remain at depressed levels for some time which could adversely affect the Company's revenue and profitability, and future assessments of vessel impairment.
As a result of the impairment review, the Company determined that the carrying amounts of its assets were recoverable and, therefore, concluded that no impairment loss was necessary for 2013. However, due to the Company's decision to sell certain vessels during the year and based on the agreed-upon sales price, a charge relating to assets held for use of $43,490 for the year ended December 31, 2013, was recognized and included in "Impairment loss and loss from sale of vessels and vessel owning companies", in the accompanying consolidated statement of operations. As a result of the impairment review for the year ended December 31, 2014, the Company determined that the carrying amount of one of its drybulk vessels was not recoverable and, therefore, a charge of $38,148 was recognized and included in "Impairment loss and loss from sale of vessels and vessel owning companies", in the accompanying consolidated statement of operations.
As at December 31, 2015, the Company's investment in Ocean Rig had a carrying value of $401,878, while the market value of the investment was $91,410. Based on the relevant guidance provided by U.S.GAAP, the Company concluded that the investment in Ocean Rig was impaired and that the impairment was other than temporary. Therefore the investment in Ocean Rig was written down to its fair value and a loss of $310,468 was recognized and included in the accompanying consolidated statement of operations for the year ended December 31, 2015. (Note 10)
(s) Dry-docking costs: The Company follows the direct expense method of accounting for dry-docking costs whereby costs are expensed in the period incurred for the vessels and drilling units.
(t) Class costs: The Company follows the direct expense method of accounting for periodic class costs incurred during special surveys of drilling units, normally every five years. Class costs and other maintenance costs are expensed in the period incurred and included in "Vessels and drilling units operating expenses".
(u) Deferred financing costs: Deferred financing costs include fees, commissions and legal expenses associated with the Company's long- term debt. These costs are amortized over the life of the related debt using the effective interest method and are included in interest expense. Unamortized fees relating to loans repaid or refinanced as debt extinguishments are expensed as interest and finance costs in the period the repayment or extinguishment is made. Arrangement fees paid to lenders for loans which the Company has not drawn down are capitalized and included in other current and non-current assets. Amortization and write offs for each of the years ended December 31, 2013, 2014 and 2015, amounted to $46,006, $50,551 and $23,834 respectively (Note 17).
(v) Convertible senior notes: In accordance with ASC Topic 470-20, "Debt with Conversion and Other Options," for convertible debt instruments that contain cash settlement options upon conversion at the option of the issuer, the Company determines the carrying amounts of the liability and equity components of its convertible notes by first determining the carrying amount of the liability component of the convertible notes by measuring the fair value of a similar liability that does not have an associated equity component. The carrying amount of the equity component representing the embedded conversion option is then determined by deducting the fair value of the liability component from the total proceeds. The resulting debt discount is amortized to interest cost using the effective interest method over the period the debt is expected to be outstanding as an additional non-cash interest expense. Transaction costs associated with the instrument are allocated pro-rata between the debt and equity components (Note 11).
(w) Revenue and related expenses:
(i) Drybulk carrier, tanker and offshore support vessels:
Time and bareboat charters: The Company generates its revenues from charterers for the charter hire of its vessels, which are considered to be operating lease arrangements. Vessels are chartered using time and bareboat charters and where a contract exists, the price is fixed, service is provided and collection of the related revenue is reasonably assured, revenue is recognized as it is earned ratably on a straight-line basis over the duration of the period of each time charter as adjusted for the off-hire days that the vessel spends undergoing repairs, maintenance and upgrade work depending on the condition and specification of the vessel. Revenues related to mobilization and direct incremental expenses of mobilization are initially deferred and recognized as revenues and expenses, over the duration of the time charter agreements, and to the extent that expenses exceed revenue to be recognized, they are expensed as incurred.
Voyage charters: Voyage charter is a charter where a contract is made in the spot market for the use of a vessel for a specific voyage for a specified freight rate per ton. If a charter agreement exists and collection of the related revenue is reasonably assured, revenue is recognized as it is earned ratably during the duration of the period of each voyage. When a voyage charter agreement is in place, a voyage is deemed to commence upon the completion of discharge of the vessel's previous cargo and is deemed to end upon the completion of discharge of the current cargo. Demurrage income represents payments by a charterer to a vessel owner when loading or discharging time exceeds the stipulated time in the voyage charter and is recognized ratably as earned during the related voyage charter's duration period.
Pooling arrangements: For vessels operating in pooling arrangements, the Company earns a portion of the total revenues generated by the pool, net of expenses incurred by the pool. The amount allocated to each pool participant vessel, including the Company's vessels, is determined in accordance with an agreed-upon formula, which is determined by points awarded to each vessel in the pool based on the vessel's age, design and other performance characteristics. Revenue under pooling arrangements is accounted for on the accrual basis and is recognized when an agreement with the pool exists, price is fixed, service is provided and the collectability is reasonably assured. The allocation of such net revenue may be subject to future adjustments by the pool however, historically, such changes have not been material.
Voyage related and vessel operating costs: Under a time charter, specified voyage costs, such as fuel and port charges are paid by the charterer and other non-specified voyage expenses, such as commissions, are paid by the Company. Vessel operating costs including crew, maintenance and insurance are paid by the Company. Under voyage charter arrangements, voyage expenses, primarily consisting of commissions, port, canal and bunker expenses that are unique to a particular charter, are paid for by the Company, except for commissions, which are either paid for by the Company or are deducted from the freight revenue. All voyage and vessel operating expenses are expensed as incurred, except for commissions. Commissions are deferred and amortized over the related voyage charter period to the extent revenue has been deferred since commissions are earned as the Company's revenues are earned. Under a bareboat charter, the charterer assumes responsibility for all voyage and vessel operating expenses and risk of operation.
Deferred voyage revenue: Deferred voyage revenue primarily relates to cash advances received from charterers. These amounts are recognized as revenue over the voyage or charter period.
(ii) Drilling units:
Revenues: The Company's services and deliverables are generally sold based upon contracts with its customers that include fixed or determinable prices. The Company recognizes revenue when delivery occurs, as directed by its customer, and collectability is reasonably assured. The Company evaluates if there are multiple deliverables within its contracts and whether the agreement conveys the right to use the drilling units for a stated period of time and meets the criteria for lease accounting, in addition to providing a drilling services element, which is generally compensated for by day rates. In connection with drilling contracts, the Company may also receive revenues for preparation and mobilization of equipment and personnel or for capital improvements to the drilling units and day rate or fixed price mobilization and demobilization fees. Revenues are recorded net of agents' commissions. There are two types of drilling contracts: well contracts and term contracts.
(a) Well contracts: Well contracts are contracts under which the assignment is to drill a certain number of wells. Revenue from day-rate based compensation for drilling operations is recognized in the period during which the services are rendered at the rates established in the contracts. All mobilization revenues, direct incremental expenses of mobilization and contributions from customers for capital improvements are initially deferred and recognized as revenues and expenses, as applicable, over the estimated duration of the drilling period. To the extent that mobilization expenses exceed revenue to be recognized, they are expensed as incurred. Demobilization revenues and expenses are recognized over the demobilization period. All revenues for well contracts are recognized as "Service revenues" in the consolidated statement of operations.
(b) Term contracts: Term contracts are contracts under which the assignment is to operate the unit for a specified period of time. For these types of contracts the Company determines whether the arrangement is a multiple element arrangement containing both a lease element and drilling services element. For revenues derived from contracts that contain a lease, the lease elements are recognized as "Leasing revenues" in the consolidated statement of operations on a basis approximating straight line over the lease period. The drilling services element is recognized as "Service revenues" in the period in which the services are rendered at estimated fair value. Revenues related to the drilling element of mobilization and direct incremental expenses of drilling services are deferred and recognized over the estimated duration of the drilling period. To the extent that expenses exceed revenue to be recognized, they are expensed as incurred. Demobilization fees and expenses are recognized over the demobilization period. Contributions from customers for capital improvements are initially deferred and recognized as revenues over the estimated duration of the drilling contract.
(x) Earnings/(loss) per common share: Basic earnings/(loss) per common share are computed by dividing net income/(loss) available to common stockholders by the weighted average number of common shares outstanding during the year. Diluted earnings per common share reflect the potential dilution that could occur if securities or other contracts to issue common stock were exercised. Dilution is computed by the treasury stock method whereby all of the Company's dilutive securities are assumed to be exercised and the proceeds used to repurchase common shares at the weighted average market price of the Company's common stock during the relevant periods. The incremental shares (the difference between the number of shares assumed issued and the number of shares assumed purchased) are included in the denominator of the diluted earnings per share computation. On March 11, 2016, the Company effected a 25:1 reverse stock split (Note 21).
(y) Segment reporting: The Company determined that currently it operates under two reportable segments, as a provider of drybulk commodities transportation services for the steel, electric utility, construction and agri-food industries (drybulk segment) and as a provider of offshore support services to the global offshore energy industry (offshore support segment). The Company operated also as a provider of ultra-deep water drilling services (drilling segment) until the deconsolidation of Ocean Rig on June 8, 2015 and as a provider of transportation services of crude and refined petroleum cargoes (tanker segment) until the sale of the whole tanker fleet during the year ended December 31, 2015. The accounting policies applied to the reportable segments are the same as those used in the preparation of the Company's consolidated financial statements.
(z) Financial instruments: The Company designates its derivatives based upon guidance on ASC 815, "Derivatives and Hedging" which establishes accounting and reporting requirements for derivative instruments, including certain derivative instruments embedded in other contracts and for hedging activities. The guidance on accounting for certain derivative instruments and certain hedging activities requires all derivative instruments to be recorded on the balance sheet as either an asset or liability measured at its fair value, with changes in fair value recognized in earnings unless specific hedge accounting criteria are met.
(i) Hedge accounting: At the inception of a hedge relationship, the Company formally designates and documents the hedge relationship to which the Company wishes to apply hedge accounting and the risk management objective and strategy undertaken for the hedge. The documentation includes identification of the hedging instrument, hedged item or transaction, the nature of the risk being hedged and how the entity will assess the hedging instrument's effectiveness in offsetting exposure to changes in the hedged item's cash flows attributable to the hedged risk. Such hedges are expected to be highly effective in achieving offsetting changes in cash flows and are assessed on an ongoing basis to determine whether they actually have been highly effective throughout the financial reporting periods for which they were designated.
The Company is party to interest swap agreements where it receives a floating interest rate and pays a fixed interest rate for a certain period. Contracts which meet the strict criteria for hedge accounting are accounted for as cash flow hedges. A cash flow hedge is a hedge of the exposure to variability in cash flows that is attributable to a particular risk associated with a recognized asset or liability, or a highly probable forecasted transaction that could affect profit or loss.
The effective portion of the gain or loss on the hedging instrument is recognized directly as a component of "Accumulated other comprehensive income/(loss)" in equity, while any ineffective portion, if any, is recognized immediately in current period earnings.
The Company discontinues cash flow hedge accounting if the hedging instrument expires and it no longer meets the criteria for hedge accounting or designation is revoked by the Company. At that time, any cumulative gain or loss on the hedging instrument recognized in equity is kept in equity until the forecasted transaction occurs. When the forecasted transaction occurs, any cumulative gain or loss on the hedging instrument is recognized in the consolidated statement of operations. If a hedged transaction is no longer expected to occur, the net cumulative gain or loss recognized in equity is transferred to net profit or loss for the year as financial income or expense.
(ii) Other derivatives: Changes in the fair value of derivative instruments that have not been designated as hedging instruments are reported in current period earnings.
(aa) Fair value measurements: The Company follows the provisions of ASC 820, "Fair Value Measurements and Disclosures" which defines, and provides guidance as to the measurement of, fair value. ASC 820 creates a hierarchy of measurement and indicates that, when possible, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. The fair value hierarchy gives the highest priority (Level 1) to quoted prices in active markets and the lowest priority (Level 3) to unobservable data, for example, the reporting entity's own data. Under the standard, fair value measurements are separately disclosed by level within the fair value hierarchy (Note 12).
(ab) Stock-based compensation: Stock-based compensation represents vested and non-vested common stock granted to employees and directors, for their services. The Company calculates total compensation expense for the award based on its fair value on the grant date and amortizes the total compensation on an accelerated basis over the vesting period of the award or service period (Note 14).
(ac) Income taxes: Income taxes have been provided for based upon the tax laws and rates in effect in the countries in which the Company's drilling operations were conducted and income was earned. There was no expected relationship between the provision for/or benefit from income taxes and income or loss before income taxes because the countries in which the Company operated have taxation regimes that vary not only with respect to the nominal rate, but also in terms of the availability of deductions, credits and other benefits. Variations also arise because income earned and taxed in any particular country or countries may fluctuate from year to year. Deferred tax assets and liabilities are recognized for the anticipated future tax effects of temporary differences between the financial statement basis and the tax basis of the Company's assets and liabilities using the applicable jurisdictional tax in effect at the year end. A valuation allowance for deferred tax assets is recorded when it is more likely than not that some or all of the benefit from the deferred tax asset will not be realized. The Company accrues interest and penalties related to its liabilities for unrecognized tax benefits as a component of income tax expense.
(ad) Commitments and contingencies: Provisions are recognized when the Company has a present legal or constructive obligation as a result of past events; it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation; and a reliable estimate of the amount of the obligation can be made. Provisions are reviewed at each balance sheet date.
(ae) Investments in Affiliates: Affiliates are entities over which the Company generally has between 20% and 50% of the voting rights, or over which the Company has significant influence, but over which it does not exercise control. Investments in these entities are accounted for by the equity method of accounting. Under this method the Company records an investment in the stock of an affiliate at cost or at fair value in case of a retained investment in the common stock of an investee in a deconsolidation transaction, and adjusts the carrying amount for its share of the earnings or losses of the affiliate subsequent to the date of investment and reports the recognized earnings or losses in income. Dividends received from an affiliate reduce the carrying amount of the investment. When the Company's share of losses in an affiliate equals or exceeds its interest in the affiliate, the Company does not recognize further losses, unless the Company has incurred obligations or made payments on behalf of the affiliate.
Affiliates included in the financial statements accounted for under the equity method: In the Company's consolidated financial statements, the following entity is included as an affiliate and is accounted for under the equity method for the period during which such entity was an affiliate of the Company:
(i) Ocean Rig and its subsidiaries (ownership interest as of December 31, 2015, was 40.4%).
(af) Recent accounting pronouncements:
Revenue from Contracts with Customers: On May 28, 2014, the FASB issued ASU No. 2014-09 as amended by ASU 2015-14 which was issued on August 12, 2015, Revenue from Contracts with Customers, which outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. This standard is effective for public entities with reporting periods beginning after December 15, 2017. Early application is permitted only as of annual reporting periods (including interim reporting periods within those periods) beginning after December 15, 2016. The Company is currently evaluating the impact, if any, of the adoption of this new standard.
Consolidation: In February 2015, the FASB issued ASU No. 2015-02 Consolidation (Topic 810), Amendments to the Consolidation Analysis. The guidance eliminates the deferral of FAS 167, which has allowed entities with interests in certain investment funds to follow the previous consolidation guidance in FIN 46(R), and makes other changes to both the variable interest model and the voting model. While the guidance is aimed at asset managers, it will affect all reporting entities that have variable interests in other legal entities (e.g., limited partnerships, similar entities and certain corporations). In some cases, consolidation conclusions will change. In other cases, reporting entities will need to provide additional disclosures about entities that currently aren't considered variable interest entities (VIEs) but will be considered VIEs under the new guidance provided they have a variable interest in those VIEs. The guidance is effective for public business entities for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted, including adoption in an interim period. A reporting entity must apply the amendments using a modified retrospective approach by recording a cumulative-effect adjustment to equity as of the beginning of the period of adoption or apply the amendments retrospectively. The Company is currently evaluating the impact, if any, of the adoption of this new standard.
Inventories: In July 2015, the FASB issued ASU No. 2015-11, Simplifying the Measurement of Inventory to simplify the measurement of inventory using first-in, first out (FIFO) or average cost method. According to this ASU an entity should measure inventory at the lower of cost and net realizable value. Net realizable value is the estimated selling prices less reasonably predictable costs of completion, disposal and transportation. This update is effective for public entities with reporting periods beginning after December 15, 2016. Early adoption is permitted. The Company believes that the implementation of this update will not have any material impact on its consolidated financial statements and has not elected the early adoption.
Leases: In February 2016, the FASB issued ASU No. 2016-02, which improves transparency and comparability among companies by requiring lessees to recognize a lease liability and a corresponding lease asset for virtually all lease contracts. The new lease standard does not substantially change lessor accounting. It also requires additional disclosures about leasing arrangements. For public companies, the new standard is effective for interim and annual periods beginning after December 15, 2018 and requires a modified retrospective approach to adoption. Early adoption is permitted. The Company believes that the implementation of this update will not have any material impact on its consolidated financial statements and has not elected the early adoption.
InterestImputation of Interest: In August 2015, the FASB issued ASU 2015-15 "InterestImputation of Interest (Subtopic 835-30): Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit ArrangementsAmendments to SEC Paragraphs Pursuant to Staff Announcement at June 18, 2015 EITF Meeting (SEC Update)" to add to the FASB's Accounting Standards Codification SEC staff guidance that the SEC staff will not object to an entity presenting the costs of securing line-of-credit arrangements as an asset, regardless of whether there are any outstanding borrowings.
Going Concern: In August 2014, the FASB issued ASU No. 2014-15-Presentation of Financial Statements - Going Concern. ASU 2014-15 provides guidance about management's responsibility to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern and to provide related footnote disclosures. ASU 2014-15 requires an entity's management to evaluate at each reporting period based on the relevant conditions and events that are known at the date of financial statements are issued, whether there are conditions or events, that raise substantial doubt about the entity's ability to continue as a going concern within one year after the date that the financial statements are issued and to disclose the necessary information. ASU 2014-15 is effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted.
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Going Concern: | 3. Going Concern
As of December 31, 2015, the Company was in breach of certain financial covenants while three bank facilities have matured and the Company has not made the final balloon installments. Accordingly, these three lenders have declared an event of default. For the remaining bank facilities, the Company has elected to suspend principal repayments. These events of default may result in the lenders requiring immediate repayment of the loans. As a result of this and of the cross default provisions contained in all bank loan agreements, the Company has classified the bank loans amounting to $218,185, as current liabilities, while the remaining loan balances in breach of $103,680 are classified as "Liabilities held for sale" due to the sale of the respective vessel owning companies (Note 7 and 11). As of December 31, 2015, the Company reported a working capital deficit of $85,573.
Given the prolonged market downturn in the drybulk segment and the continued depressed outlook on freight rates and vessels' market values, cash expected to be generated from operations or proceeds from the sale of vessels, assuming that current market charter hire rates would prevail in the twelve-month period ending December 31, 2016, will not be sufficient to cover the Company's working capital deficit. These conditions and events raise substantial doubt about the Company's ability to continue as a going concern, for a reasonable period of time.
In this respect, the Company, in an effort to deleverage balance sheet and improve its liquidity position, has entered into agreements for the sale of all the Company's tankers and 19 bulkers or bulker owning entities, while the remaining vessels, are classified as held for sale and are carried at fair value (Notes 7 and 21). In addition, in October 2015, the Company acquired Nautilus Offshore Services Inc., owner of six modern offshore support vessels to diversify the Company's asset base and enhance its cash flow generating ability (Note 8). The Company expects to finance its working capital deficit either with cash on hand, cash generated from operations, proceeds from sale of vessels and vessel owning companies and bank debt, or a combination thereof. In this context the Company has suspended principal repayment to preserve cash liquidity and is currently engaged in discussions with its lenders for the restructuring of its debt facilities.
The consolidated financial statements have been prepared assuming that the Company will continue as a going concern. Accordingly, the consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, the amounts and classification of liabilities, or any other adjustments that might result in the event the Company is unable to continue as a going concern.
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Transactions with Related Parties: | 4. Transactions with Related Parties:
The amounts included in the accompanying consolidated balance sheets and consolidated statements of operations are as follows:
(Per day and per quarter information in the note below is expressed in United States Dollars/Euros)
TMS Bulkers Ltd. - TMS Tankers Ltd.: Effective January 1, 2011, each of the Company's drybulk vessel-owning subsidiaries entered into new management agreements with TMS Bulkers Ltd. ("TMS Bulkers"), which replaced the Company's management agreements with Cardiff Marine Inc. ("Cardiff"), a related technical and commercial management company incorporated in Liberia, that were effective as of September 1, 2010 through December 31, 2010 and each of the Company's tanker ship-owning subsidiaries entered into new management agreements with TMS Tankers Ltd. ("TMS Tankers") (together, TMS Bulkers and TMS Tankers are hereinafter referred to as the "Managers"). The Managers are beneficially owned by Mr. George Economou, the Company's Chairman, President and Chief Executive Officer.
TMS Bulkers provides comprehensive drybulk ship management services, including technical supervision, such as repairs, maintenance and inspections, safety and quality, crewing and training as well as supply provisioning. TMS Bulkers' commercial management services include operations, chartering, sale and purchase, post-fixture administration, accounting, freight invoicing and insurance. Each new vessel management agreement provides for a fixed management fee, the same fee as was charged by Cardiff under the Company's previous management agreements effective from September 1, 2010, of Euro 1,500 ($1,639 based on the Euro/U.S. Dollar exchange rate at December 31, 2015) per vessel per day, which is payable in equal monthly installments in advance and can be adjusted each year to the Greek Consumer Price Index for the previous year by not less than 3% and not more than 5%.
Effective January 1, 2012, the fixed management fee was adjusted by 3% to Euro 1,545 ($1,688 based on the Euro/U.S. Dollar exchange rate at December 31, 2015). Effective January 1, 2015, the fixed management fee was adjusted by 3% to Euro 1,591 ($1,738 based on the Euro/U.S. Dollar exchange rate at December 31, 2015).
If TMS Bulkers is requested to supervise the construction of a newbuilding vessel, in lieu of the management fee, the Company will pay TMS Bulkers an upfront fee equal to 10% of the budgeted supervision cost. For any additional attendance above the budgeted superintendent expenses, the Company will be charged extra at a standard rate of Euro 500 (or $546 based on the Euro/U.S. Dollar exchange rate as of December 31, 2015) per day.
TMS Tankers provided comprehensive tanker ship management services, including technical supervision, such as repairs, maintenance and inspections, safety and quality, crewing and training as well as supply provisioning. TMS Tankers' commercial management services included operations, sale and purchase, post-fixture administration, accounting, freight invoicing and insurance. Under the management agreements, TMS Tankers was entitled to a daily management fee per vessel of Euro 1,700 ($1,857 based on the Euro/U.S. Dollar exchange rate at December 31, 2015), payable in equal monthly installments in advance and may automatically be adjusted each year to the Greek Consumer Price Index for the previous year by not less than 3% and not more than 5%. Effective January 1, 2012, the fixed management fee was adjusted by 3% to Euro 1,751 ($1,913 based on the Euro/U.S. Dollar exchange rate at December 31, 2015). Effective January 1, 2015, the fixed management fee was adjusted by 3% to Euro 1,804 ($1,972 based on the Euro/U.S. Dollar exchange rate at December 31, 2015). TMS Tankers was entitled to a construction supervisory fee of 10% of the budgeted supervision cost for the vessels under construction, payable up front in lieu of the fixed management fee.
Under their respective agreements, the Managers are also entitled to (i) a discretionary incentive fee, (ii) a commission of 1.25% on charter hire agreements that are arranged by the Managers; and (iii) a commission of 1% of the purchase price on sales or purchases of vessels in the Company's fleet that are arranged by the Managers.
In the event that the management agreements are terminated for any reason other than a default by the Managers or change of control of the vessel owning companies' ownership, the Company will be required to pay the management fee for a further period of three calendar months as from the date of termination. During the year ended December 31, 2015, the Company incurred such charges amounting to $2,609, included in "General and administrative expenses" in the accompanying consolidated statement of operations.
In the event of a change of control of the vessel owning companies' ownership, the Company will be required to pay the Managers a termination payment, representing an amount equal to the estimated remaining fees payable to the Managers under the then current term of the agreement which such payment shall not be less than the fees for a period of 36 months and not more than a period of 48 months.
Each management agreement has an initial term of five years and will be automatically renewed for a five year period and thereafter extended in five year increments, unless the Company provides notice of termination in the fourth quarter of the year immediately preceding the end of the respective term.
Transactions with TMS Bulkers and TMS Tankers in Euros are settled on the basis of the average U.S. Dollar rate on the invoice date.
TMS Offshore Services Ltd.: On October 21, 2015, the Company acquired 97.44% of the issued and outstanding share capital of Nautilus Offshore Services Inc. and on November 24, 2015, acquired the remaining 2.56% which indirectly through its subsidiaries owns six Offshore Supply Vessels. (Note 8) The vessels are managed by TMS OffShore Services Ltd. (TMS Offshore Services), an entity controlled by the Company's Chairman, President and Chief Executive Officer, Mr. George Economou. The Company's offshore support vessel-owning subsidiaries, have management agreements with TMS Offshore Services, pursuant to which TMS Offshore Services provides overall technical and crew management of the Company's Platform Supply and Oil Spill Recovery vessels.
Cardiff Drilling Inc.: Effective January 1, 2013, Ocean Rig Management Inc. ("Ocean Rig Management"), a wholly-owned subsidiary of Ocean Rig, the Company's affiliate, entered into a Global Services Agreement with Cardiff Drilling Inc. ("Cardiff Drilling") a company controlled by Mr. George Economou, the Company's Chairman, President and Chief Executive Officer, pursuant to which Ocean Rig Management engaged Cardiff Drilling to act as consultant on matters of chartering and sale and purchase transactions for the offshore drilling units operated by Ocean Rig. Under the Global Services Agreement, Cardiff Drilling, or its subcontractor, (i) provides consulting services related to the identification, sourcing, negotiation and arrangement of new employment for offshore assets of Ocean Rig and its subsidiaries; and (ii) identifies, sources, negotiates and arranges the sale or purchase of the offshore assets of Ocean Rig and its subsidiaries. In consideration of such services, Ocean Rig will pay Cardiff Drilling a fee of 1.0% in connection with employment arrangements and 0.75% in connection with sale and purchase activities. Costs from the Global Services Agreement are expensed in the consolidated statements of operations or capitalized as a component of "Advances for drilling units under construction and related costs" being a directly attributable cost to the construction, as applicable. The consultancy agreement has a term of five years and may be terminated (i) at the end of its term unless extended by mutual agreement of the parties; and, (ii) at any time by the mutual agreement of the parties.
Cardiff Marine Inc: On January 2, 2014, the Company entered into an agreement with certain clients of Cardiff, a company controlled by Mr. George Economou, the Company's Chairman, President and Chief Executive Officer, for the grant of seven rights of first refusal to acquire seven Newcastlemax newbuildings, should they wish to sell these vessels at some point in the future. The Company may exercise any one, several or all of the rights. Each right is valid until one day before the contractual date of delivery of each vessel. These newbuildings are scheduled for delivery during 2016, 2017 and 2018.
George Economou: The Company's Chairman, President, Chief Executive Officer ("CEO") and principal shareholder, Mr. George Economou had a 52.7% shareholding as of December 31, 2015, taking into consideration the 4,000,000 shares of Series B Preferred Stock of the Company (100,000,000 before the reverse stock split) which have five votes per share, and are to be mandatorily converted into common shares of DryShips on a one to one basis within three months after the issuance thereof or any earlier date selected by the Company in its sole discretion. On March 31, 2016, and in connection with the agreement with Sifnos (Note 21.4), Mr Economou's shareholding decreased to 17.6%. Mr. George Economou has the ability to exert influence over the operations of the Company.
On June 8, 2015, Ocean Rig successfully completed the offering of 28,571,428 shares of its common stock, par value $0.01 per share, at a price of $7.00 per share. As part of the offering, Mr. George Economou, purchased $10,000, or 1,428,571 shares, of common stock in the offering at the public offering price. As of December 31, 2015, Mr. George Economou has a 5.4% shareholding in Ocean Rig.
On December 30, 2015, the Company elected to convert $10,000 of the outstanding principal amount of the secured revolving credit facility entered with Sifnos Shareholders Inc. a company controlled by Mr. Economou, on October 21, 2015 into 4,000,000 preferred shares of the Company (100,000,000 before the reverse stock split). Each preferred share has five votes and will be mandatorily converted into common shares of the Company on a one to one basis within three months after the issuance thereof on a date selected by the Company.
Other: During March 2013, the Company accepted an offer from a company affiliated with Mr. George Economou for the sale of two Very Large Ore Carriers (VLOC) newbuildings (Note 6). On April 30, 2015, the Company through its subsidiaries, entered into ten Memoranda of Agreements with entities controlled by Mr. George Economou for the sale of four Suezmax tankers and six Aframax tankers (Note 7). On September 9, 2015, the Company entered into sales agreements with entities controlled by Mr. George Economou for the sale of 14 vessel owning companies (owners of ten Capesize and four Panamax carriers) and three Capesize bulk carriers (Note 7). The Company also has accrued a provision for a cash bonus of $2.0 million, for our senior management relating to the year ended December 31, 2015.
On February 15, 2016, the Company announced that the previously disclosed sale the vessel owning companies of its Capesize vessels, the Fakarava, Rangiroa and Negonego to entities controlled by its Chairman and CEO Mr. George Economou has failed. In addition, the Company reached a settlement agreement with the charterer of these vessels for an upfront lumpsum payment and the conversion of the daily rates to index-linked time charters. On March 24, 2016, the Company entered into new sales agreement with entities controlled by Mr. George Economou, the Company's Chairman and Chief Executive officer, for the sale of the vessel owning companies of its Capesize vessels (Rangiroa, Negonego, Fakarava) for an aggregate price of $70,000, including their existing employment agreements and the assumption of the debt associated with the vessels with an outstanding balance of $102,070 at March 24, 2016. On March 30, 2016, the Company received the lender's consent for the sale of the vessels and made a prepayment of $15,000, under the respective loan agreement dated February 14, 2012. On March 31, 2016 the shares of the vessel owning companies were delivered to their new owners.
Fabiana Services S.A.: On October 22, 2008, the Company entered into a consultancy agreement with Fabiana, a Marshall Islands entity beneficially owned by the Company's Chief Executive Officer, Mr. George Economou, with an effective date of February 3, 2008, as amended. Under the agreement, Fabiana provides the services of the Company's Chief Executive Officer. The term of the agreement has been amended for a period of five years commencing on February 3, 2013 unless terminated earlier in accordance with the agreement. Pursuant to the agreement, the Company is obligated to pay an annual remuneration to Fabiana. Fabiana is also entitled to cash or equity-based bonuses to be awarded at the Company's sole discretion.
The agreement may be terminated (i) at the end of the term unless extended by mutual agreement in writing; (ii) at any time by mutual agreement of the parties; (iii) by the company without cause; or (iv) by either party for any material breach of their respective obligations under the agreement.
Azara Services S.A.: Effective from January 1, 2013, Ocean Rig entered through one of its wholly owned subsidiaries into a consultancy agreement with Azara Services S.A. ("Azara"), a Marshall Islands entity beneficially owned by our Chairman, President, and Chief Executive Officer Mr George Economou, for the provision of consultancy services relating to the services of Mr. George Economou in his capacity as Chief Executive Officer of Ocean Rig. The agreement has an initial term of five years and may be renewed or extended with the consent of both parties. Under the terms of the agreement, Ocean Rig is obligated to pay an annual remuneration to Azara. Azara is also entitled to cash or equity-based bonuses to be awarded at Ocean Rig's sole discretion. Ocean Rig may terminate the agreement for cause, as defined in the agreement, in which case Azara will not be entitled to further payments of any kind. Upon termination of the agreement without cause, or in the event the agreement is terminated within three months of a change of control, as defined in the agreement, Ocean Rig will be obligated to pay a lump sum amount. Azara may terminate the agreement without cause upon three months written notice. In addition, Azara may terminate the agreement for good reason and in such event Ocean Rig will be obligated to pay a lump sum amount.
Basset Holdings Inc.: Under the consultancy agreement effective from January 1, 2015, between the Company and Basset Holdings Inc. ("Basset"), a related party entity incorporated in the Republic of Marshall Islands, Basset provides consultancy services relating to the services of Mr. Anthony Kandylidis in his capacity as Executive Vice-President of the Company. The agreement has an initial term of five years and may be renewed or extended for one-year successive terms with the consent of both parties. Under the terms of the agreement, the Company is obligated to pay an annual remuneration to Basset. Basset is also entitled to cash or equity-based bonuses to be awarded at the Company's sole discretion. The Company may terminate the agreement for cause, as defined in the agreement, in which case Basset will not be entitled to further payments of any kind. Upon termination of the agreement without cause, as defined in the agreement, the Company will be obligated to pay a lump sum amount. Basset may terminate the agreement without cause upon three months written notice. In addition, Basset may terminate the agreement for good reason and in such event, the Company will be obligated to pay a lump sum amount.
Effective June 1, 2012, Ocean Rig entered through one of its' wholly owned subsidiary into a consultancy agreement with Basset Holdings Inc., or Basset, a Marshall Islands entity beneficially owned by the Company's Executive Vice President, Mr. Anthony Kandylidis, for the provision of the services of Ocean Rig's Executive Vice President. The agreement has an initial term of five years and may be renewed or extended for one-year successive terms with the consent of both parties. Under the terms of the agreement, Ocean Rig is obligated to pay an annual remuneration to Basset. Basset is also entitled to cash or equity-based bonuses to be awarded at the Ocean Rig's sole discretion. Ocean Rig may terminate the agreement for cause, as defined in the agreement, in which case Basset will not be entitled to further payments of any kind. Upon termination of the agreement without cause, or in the event the agreement is terminated within three months of a change of control, as defined in the agreement, Ocean Rig will be obligated to pay a lump sum amount. Basset may terminate the agreement without cause upon three months written notice. In addition, Basset may terminate the agreement for good reason and in such event, Ocean Rig will be obligated to pay a lump sum amount.
On August 20, 2013, August 19, 2014 and December 30, 2014, the Compensation Committee of Ocean Rig approved that a cash bonus of $3,000, $4,000 and $3,000, respectively be paid to Basset for the contribution of Mr. Antony Kandylidis for Executive Vice President's services.
Basset is also the owner of 114,286 shares of Ocean Rig's common stock, as of December 31, 2015.
Steel Wheel Investments Limited: Steel Wheel Investments Limited ("Steel Wheel"), a company controlled by the Company's Executive Vice President, Mr. Antony Kandylidis, is the owner of 1,570,226 shares of Ocean Rig's common stock, as of December 31, 2015.
Cardiff Tankers Inc.: Under charter agreements for all of the Company's tankers, Cardiff Tankers Inc. ("Cardiff Tankers"), a related party entity incorporated in the Republic of the Marshall Islands, provided services related to the sourcing, negotiation and execution of charters, for which it was entitled to a 1.25% commission on charter hire earned by those tankers.
Vivid Finance Limited: Under the consultancy agreement effective from September 1, 2010 between the Company and Vivid Finance Limited ("Vivid"), a company controlled by the Chairman, President and Chief Executive Officer of the Company, Mr. George Economou, Vivid provides the Company with financing-related services such as (i) negotiating and arranging new loan and credit facilities, interest rate swap agreements, foreign currency contracts and forward exchange contracts, (ii) renegotiating existing loan facilities and other debt instruments, and (iii) the raising of equity or debt in the capital markets. In exchange for its services, Vivid is entitled to a fee equal to 0.20% on the total transaction amount. The consultancy agreement has a term of five years and may be terminated (i) at the end of its term unless extended by mutual agreement of the parties; (ii) at any time by the mutual agreement of the parties. Effective January 1, 2013, the Company, amended the agreement with Vivid to limit the scope of the services provided under the agreement to DryShips and its subsidiaries or affiliates, except for Ocean Rig and its subsidiaries. In essence, post-amendment, the consultancy agreement between DryShips and Vivid is in effect for the Company's tanker, drybulk and offshore support shipping segments only.
Effective January 1, 2013, Ocean Rig Management, a wholly-owned subsidiary of Ocean Rig, entered into a new consultancy agreement with Vivid, on the same terms and conditions as in the consultancy agreement, dated as of September 1, 2010, between the Company and Vivid, except that under the new agreement, Ocean Rig is obligated to pay directly the fee of 0.20% to Vivid on the total transaction amount in consideration of the services provided by Vivid in respect of Ocean Rig's offshore drilling business, whereas under the consultancy agreement between the Company and Vivid, this fee was paid by the Company. The consultancy agreement has a term of five years and may be terminated (i) at the end of its term unless extended by mutual agreement of the parties; and, (ii) at any time by the mutual agreement of the parties.
Sigma Tankers Inc. pool and Blue Fin Tankers Inc. pool: Three of the Suezmax tankers, Vilamoura, Lipari and Petalidi, operated in the Blue Fin Tankers pool ("Blue Fin") until the termination of the pooling agreements with Blue Fin relating to such vessels in October 2012, March 2013 and November 2012, respectively. The Aframax tankers Saga, Daytona, and Belmar and Calida operated in the Sigma Tanker Pool ("Sigma") until the termination of the pooling agreements with Sigma relating to such vessels in April 2012, October 2012, January 2013 and October 2013, respectively. Sigma and Blue Fin are spot market pools managed by Heidmar Inc. Mr. George Economou is a member of the Board of Directors of Heidmar Inc.
Ocean Rig UDW Inc.: On November 18, 2014, the Company entered into a $120,000 Exchangeable Promissory Note (the "Note") with its former subsidiary Ocean Rig. The Note from Ocean Rig to the Company bore interest at a LIBOR plus margin rate and was due in May 2016. On June 4, 2015, the Company and Ocean Rig signed an amendment under the $120,000 Note to, among other things, partially exchange $40,000 of the Note for 4,444,444 of Ocean Rig's shares owned by the Company, amend the interest of the Note and pledge to Ocean Rig 20,555,556 of Ocean Rig stock owned by the Company. On August 13, 2015, the Company reached an agreement with Ocean Rig and exchanged the remaining outstanding balance of $80,000 owed to Ocean Rig under the $120,000 Note, for 17,777,778 shares of Ocean Rig previously owned by the Company. The remaining 2,777,778 shares of Ocean Rig, which were pledged, were released and returned to the Company.
During the year ended December 31, 2015, the Company incurred interest expense and amortization and write off of financing fees amounting to $3,281 under this loan agreement.
Sifnos Shareholders Inc.: On October 21, 2015, as amended on November 11, 2015, the Company entered into a secured revolving credit facility of up to $60,000 with an entity controlled by Mr. George Economou, for general working capital purposes. The loan is secured by the shares that the Company holds in Ocean Rig and in Nautilus Offshore Services Inc., and by a first priority mortgage over one Panamax dry-bulk carrier. The loan has a tenor of three years. Under this agreement, the lender has the right to convert a portion of the outstanding loan into shares of the Company's common stock or into shares of common stock of Ocean Rig held by the Company. The conversion will be based on the volume weighted average price of either stock plus a premium. Furthermore, the Company, as the borrower under this agreement, had the right to convert $10,000 of the outstanding loan into 4,000,000 preferred shares of the Company (100,000,000 before the reverse stock split). On October 21, 2015 and December 22, 2015 the Company drew down the amounts of $20,000 and $10,000, respectively under the above secured revolving credit facility. On December 30, 2015, the Company exercised its right to convert $10,000 of the outstanding principal amount of the revolving facility into 4,000,000 shares of Series B Preferred Stock of the Company (100,000,000 before the reverse stock split).
Each share of Series B Preferred Stock has the right to vote with the common shares on all matters on which the common shares are entitled to vote as a single class, and the shares of Series B Preferred Stock shall have five votes per share. The shares of Series B Preferred Stock are to be mandatorily converted into common shares of DryShips on a one to one basis within three months after the issuance thereof or any earlier date selected by the Company in its sole discretion.
On December 31, 2015, the outstanding balance under the above secured revolving credit facility was $20,000 and the respective deferred finance costs amounted to $607.
Dividends: On May 8, 2014, Ocean Rig's Board of Directors declared a quarterly cash dividend with respect to the quarter ended March 31, 2014 of $0.19 per common share, to shareholders on record as of May 20, 2014. The dividend was paid in May, 2014.
On July 21, 2014, Ocean Rig's Board of Directors declared a quarterly cash dividend with respect to the quarter ended June 30, 2014 of $0.19 per common share, to shareholders on record as of August 1, 2014. The dividend was paid in August, 2014.
On October 15, 2014, Ocean Rig's Board of Directors declared a quarterly cash dividend with respect to the quarter ended September 30, 2014, of $0.19 per common share, to shareholders on record as of October 31, 2014. The dividend was paid in November, 2014.
Ocean Rig paid dividends amounting to $30,563, to shareholders other than the Company, during the year ended December 31, 2014.
On February 24, 2015, Ocean Rigs' Board of Directors declared its fourth quarterly cash dividend with respect to the quarter ended December 31, 2014, of $0.19 per common share, to Ocean Rig shareholders of record as of March 10, 2015. The dividend was paid in March 2015.
On May 6, 2015, Ocean Rig's Board of Directors declared its fifth quarterly cash dividend with respect to the quarter ended March 31, 2015, of $0.19 per common share, to Ocean Rig shareholders of record as of May 22, 2015. The dividend was paid in May 2015.
Ocean Rig paid dividends amounting to $20,526, to shareholders other than the Company, during the year ended December 31, 2015.
On July 29, 2015, Ocean Rig's Board of Directors decided to suspend its quarterly dividend until market conditions improve.
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Other Current assets |
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Other Assets [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Other Current Assets: | 5. Other Current assets
The amount of other current assets shown in the accompanying consolidated balance sheets is analyzed as follows:
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Advances for Vessels and Drilling Units under Construction and Acquisitions |
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Advances for Vessels and Drilling Units under Construction and Acquisitions [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Advances for Vessels and Drilling Units under Construction and Acquisitions: | 6. Advances for Vessels and Drilling Units under Construction and Acquisitions:
The amount shown in the accompanying consolidated balance sheet as at December 31, 2015 include milestone payments relating to the drilling units building contracts with the shipyards, supervision costs and any material related expenses incurred during the construction periods, all of which are capitalized in accordance with the accounting policy discussed in Note 2.
As of December 31, 2014 and 2015, the movement of the advances for vessels and drilling units under construction and acquisitions are set forth below:
On April 12, 2011, the Company concluded an order with an established Chinese shipyard for two 176,000 dwt drybulk vessels, namely hull number H1241 and H1242, for an aggregated price of $54,164 per vessel. On March 26, 2013, the Company concluded two Memoranda of Agreements with an unrelated party for the sale of the Capesize newbuildings, Hull 1241 and Hull 1242, for a sale price of $71,000 in the aggregate. An impairment loss of $31,617 in the aggregate, was recognized in 2013 as a result of the reduction of the vessels' carrying amount to their fair value. In addition, an amount of $10,245 related to this agreement was paid in 2013 and included in "Contract termination fees and other" in the consolidated financial statements. On May 23, 2013 and June 17, 2013, Hull 1241 and Hull 1242, were delivered to their new owners, respectively.
On December 16, 2011, the Company placed an order for four 75,900 dwt Panamax ice class bulk vessels, namely hull number H1259, H1260, H1261 and H1262, with Jiangsu Rongsheng Heavy Industries, for a price of $34,000 each. On August 24, 2014, the Company agreed with Jiangsu Rongsheng Heavy Industries to cancel the construction of the four newbuilding Ice class Panamax vessels. On September 2, 2014, the Company received in connection with the cancellation of these newbuilding contracts all installments previously paid to the shipyard of $11,560, plus interest, which resulted to a loss of $1,307 recognized in the consolidated statement of operations for the year ended December 31, 2014.
In connection with OceanFreight's acquisition, the Company acquired the orders for five Very Large Ore Carriers, or VLOCs with an established Chinese shipyard. On September 10, 2012, the vessel Fakarava was delivered to the Company while on May 23, 2013 and June 18, 2013, the Company took delivery of its newbuilding VLOC's Negonego (ex. H1229) and Rangiroa (ex. H1228), respectively. During March 2013, the Company accepted an offer from an entity affiliated with Mr. George Economou, the Company's Chairman, President and Chief Executive Officer (Note 4), for the novation of the shipbuilding contracts of two VLOC under construction, Hull 1239 and Hull 1240, scheduled for delivery during the fourth quarter 2013 and the first quarter 2014, respectively. An impairment loss of $11,873 in the aggregate, was recognized in 2013, as a result of the reduction of the vessels carrying amount to their fair value. In addition, due to the novation agreements, which were signed on April 17, 2013, an amount of $18,305 was paid in 2013 and included in "Contract termination fees and other" in the consolidated financial statements.
On November 22, 2010, the Company placed an order for twelve tanker vessels (six Aframax and six Suezmax), with an established Korean shipyard, for a total consideration of $771,000. On January 18, 2011, March 23, 2011, April 29, 2011 and October 7, 2011, the Company took delivery of its newbuilding tankers Saga, Vilamoura, Daytona and Belmar, respectively. On January 3, 2012, April 25, 2012 and May 31, 2012, the Company took delivery of its newbuilding tankers Calida, Lipari and Petalidi, respectively, while on January 8, 2013, January 15, 2013 and January 31, 2013, the Company took delivery of its newbuilding tankers Alicante, Mareta and Bordeira. On December 27, 2012, the Company entered into two novation agreements with an unrelated party for the sale of the remaining two newbuilding tankers Esperona and Blanca
Ocean Rig
On April 18, 2011, April, 27, 2011, June 23, 2011 and September 20, 2012, pursuant to the option contract with a major shipyard in Korea, the Company's affiliate, Ocean Rig exercised four of its six newbuilding drilling unit options, and entered into building contracts for four seventh generation ultra-deepwater drilling units, namely the Ocean Rig Mylos, the Ocean Rig Skyros, the Ocean Rig Athena, and the Ocean Rig Apollo for a total contractual cost of approximately $608,000 per drilling unit for the initial three and $683,000 for the fourth. The Ocean Rig Mylos, the Ocean Rig Skyros, the Ocean Rig Athena and the Ocean Rig Apollo were delivered on August 19, 2013, December 20, 2013, March 24, 2014 and March 5, 2015, respectively.
On August 30, 2013, Drillship Santorini Owners Inc., a wholly owned subsidiary of Ocean Rig, the Company's affiliate, signed a contract to construct the Ocean Rig Santorini, a 7th generation ultra deepwater drilling unit at a major shipyard in Korea. This 7th generation drilling unit is a sister ship to the Ocean Rig Skyros, the Ocean Rig Athena and the Ocean Rig Apollo. The Ocean Rig Santorini, which is equipped with two blow-out preventers.
On April 8, 2014, two contracts between Drillship Crete Owners Inc. and Drillship Amorgos Owners Inc., two wholly owned subsidiaries of Ocean Rig, the Company`s affiliate and a major shipyard in Korea became effective for the construction of two seventh generation new integrated design drilling units at a major shipyard in Korea which are equipped with two blow-out preventers.
From June 8, 2015, Ocean Rig has been considered as an affiliated entity and not as a controlled subsidiary of the Company. As a result, Ocean Rig has been accounted for under the equity method and its advances for drilling units under construction and related costs are not consolidated in the Company's balance sheet as of December 31, 2015 and, consequently, additional disclosures for Ocean Rig's advances for 2015 have not been included.
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Vessels, Drilling Units, Machinery and Equipment, net |
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Vessels, Drilling Units, Machinery and Equipment, net [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Vessels, Drilling Units, Machinery and Equipment: | 7. Vessels, Drilling Units, Machinery and Equipment:
Vessels:
The amounts in the accompanying consolidated balance sheets are analyzed as follows:
Vessel cost at December 31, 2015, includes $97,100, representing the fair value of Nautilus Offshore Services Inc. vessels at the acquisition date (Note 8).
As of December 31, 2015, all of the Company's Drybulk vessels have been pledged as collateral to secure the bank loans (Note 11).
On March 18, 2014, the Company concluded a Memorandum of Agreement with an unaffiliated third party for the acquisition of one second hand Capesize vessel with an attached time charter, Raiatea (ex. Conches), for a purchase price of $53,000. The vessel was delivered on April 24, 2014.
As a result of the impairment review for the year ended December 31, 2014, the Company determined that the carrying amount of one of its assets was not recoverable and, therefore, a charge of $38,148 was recognized, included in "Impairment loss and loss from sale of vessels and vessel owning companies" in the accompanying consolidated statement of operations for the year ended December 31, 2014, as a result of the reduction of the vessel's carrying amount to its fair value.
On March 30, 2015, the Board of Directors of the Company approved the entering into sales agreements with entities controlled by the Company's Chairman and Chief Executive Officer, Mr. George Economou, to sell its four Suezmax tankers, Vilamoura, Lipari, Petalidi and Bordeira, for an en-bloc sales price of $245,000. In addition, it entered into agreements with entities controlled by Mr. George Economou to potentially sell its six Aframax tankers, Belmar, Calida, Alicante, Mareta, Saga and Daytona, for an en-bloc sales price of $291,000, as long as they confirmed their unconditional acceptance by June 30, 2015. The Company classified the vessels as "held for sale" as at March 31, 2015, as all criteria required for their classification as "Vessels held for sale" were met and a charge of $56,631, included in "Impairment loss and loss from sale of vessels and vessel owning companies" in the accompanying consolidated statement of operations for the year ended December 31, 2015, was recognized as a result of the reduction of the vessels' carrying amount to their fair value less cost to sell. On April 30, 2015, the Company concluded ten Memoranda of Agreements for an agreed sales price of $536,000. On May 6, 2015 and under the terms of the agreements, the purchasers paid $49,000 representing the upfront 20% for the four Suezmax tankers to the Company. On July 8, 2015 and under the terms of the agreements, the purchasers paid $58,200 representing the upfront 20% for the six Aframax tankers to the Company. On July 16, 2015, July 21, 2015, July 24, 2015, July 27, 2015, August 6, 2015, August 7, 2015, August 19, 2015, August 25, 2015, September 10, 2015 and October 29, 2015 the tankers Petalidi, Bordeira, Lipari, Belmar, Saga, Mareta, Vilamoura, Calida, Daytona and Alicante, respectively were delivered to their new owners.
On September 9, 2015, the Company entered into sales agreements with entities controlled by Mr. George Economou, the Company's Chairman and Chief Executive officer, for the sale of the vessel owning companies of 14 vessels (ten Capesize bulk carriers': Rangiroa, Negonego, Fakarava, Raiatea, Mystic, Robusto, Cohiba, Montecristo, Flecha and Partagas, and four Panamax bulk carriers': Woolloomooloo, Saldanha, Topeka and Helena) and the sale of three Capesize bulk carriers (Manasota, Alameda and Capri) for an aggregate price of $377,000, including their existing employment agreements and the assumption of $236,716 of debt, associated with some of the vessels.
On September 17, 2015 and October 13, 2015, the shares of the vessel owning company of the vessel Mystic and the shares of the shareholders of the vessel owning companies of ten vessels (Raiatea, Robusto, Cohiba, Montecristo, Flecha, Partagas, Woolloomooloo, Saldanha, Topeka and Helena) were delivered to their new owners. On September 22, 2015, October 1, 2015 and December 11, 2015, the vessels Capri, Manasota and Alameda, respectively were delivered to their new owners. In this respect, a charge of $338,347, included in "Impairment loss and loss from sale of vessels and vessel owning companies", in the accompanying consolidated statement of operations for the year ended December 31, 2015 was recognized.
The Company has classified the assets and liabilities of the remaining three vessel owning companies as "held for sale" on December 31, 2015, as all criteria required for their classification as " held for sale" were met. In this respect, a charge of $36,743, was recognized as a result of the reduction of the vessels' carrying amount to their fair value less cost to sell, included in "Impairment loss and loss from sale of vessels and vessel owning companies" in the accompanying consolidated statement of operations for the year ended December 31, 2015.
On February 15, 2016, the Company announced that the previously disclosed sale the vessel owning companies of its Capesize vessels, the Fakarava, Rangiroa and Negonego to entities controlled by its Chairman and CEO Mr. George Economou has failed. In addition, the Company reached a settlement agreement with the charterer of these vessels for an upfront lumpsum payment and the conversion of the daily rates to index-linked time charters. On March 24, 2016, the Company entered into new sales agreement with entities controlled by Mr. George Economou, the Company's Chairman and Chief Executive officer, for the sale of the vessel owning companies of its Capesize vessels (Rangiroa, Negonego, Fakarava) for an aggregate price of $70,000, including their existing employment agreements and the assumption of the debt associated with the vessels with an outstanding balance of $102,070 at March 24, 2016. On March 30, 2016, the Company received the lender's consent for the sale of the vessels and made a prepayment of $15,000, under the respective loan agreement dated February 14, 2012. On March 31, 2016 the shares of the vessel owning companies were delivered to their new owners.
In addition, on September 30, 2015, the Company classified all the remaining vessels in its fleet, comprised of 20 Panamax and two Supramax bulk carriers, as held for sale, as all criteria required for their classification were met and recognized an additional charge of $422,404, included in "Impairment loss and loss from sale of vessels and vessel owning companies" in the accompanying consolidated statement of operations for the year ended December 31, 2015, as a result of the reduction of the vessels' carrying amount to their fair value less cost to sell.
The impairment review performed prior to the entering into the agreements for the sale of the Company's vessels and vessel owning companies, indicated that one of the Company's vessels, with a carrying amount of $95,937 should be written down to its fair value as determined based on the valuations of the independent valuators, resulting in a charge of $83,937, which was included in "Impairment loss and loss from sale of vessels and vessel owning companies", in the accompanying consolidated statement of operations for the year ended December 31, 2015 (Note 12).
On November 2, 2015, the Company concluded two Memoranda of Agreement to sell its two Supramax vessels, Byron and Galveston, for an aggregate sales price of $12,300. The vessels were delivered to their new owners on November 25, 2015 and November 30, 2015, respectively. In this respect, a charge of $6,035, was recognized in the accompanying consolidated statement of operations for the year ended December 31, 2015, included in "Impairment loss and loss from sale of vessels and vessel owning companies".
Finally during the three month period ended December 31, 2015, an additional charge of $113,019 was recognized and included in "Impairment loss and loss from sale of vessels and vessel owning companies", in the accompanying consolidated statement of operations, due to the reduction of the vessels' held for sale carrying amount to their fair value less cost to sell. (Notes 12)
The amounts of "Assets held for sale" and "Liabilities held for sale" in the accompanying consolidated balance sheet as at December 31, 2015, are analyzed as follows:
As of December 31, 2015, substantially all of the Company's net income, except for income from the offshore support segment, relates to vessels sold or held for sale.
According to ASU 2014-08, "Presentation of Financial Statements and Property, Plant and Equipment", the sale of the Company's vessels and vessel owning companies does not represent a strategic shift, hence no presentation of discontinued operations is required.
Drilling units, machinery and equipment:
From June 8, 2015, Ocean Rig has been considered as an affiliated entity and not as a controlled subsidiary of the Company. As a result, Ocean Rig has been accounted for under the equity method and its drilling units, machinery and equipment are not consolidated in the Company's balance sheet as of December 31, 2015 and, consequently, additional disclosures for Ocean Rig's fixed assets for 2015 have not been included.
The amounts in the accompanying consolidated balance sheets are analyzed as follows:
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Acquisition of Nautilus Offshore Services Inc. |
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Business Combinations [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Acquisition of Nautilus Offshore Services Inc.: | 8. Acquisition of Nautilus Offshore Services Inc.:
On October 21, 2015, the Company entered into an agreement to acquire Mezzanine Financing Investment III Ltd. (Mezzanine) and Oil and Gas Ships Investor Limited (Oil and Gas), which owned in aggregate, directly or indirectly, 97.44% of the issued and outstanding share capital of Nautilus Offshore Services Inc. ("Nautilus"), for a purchase price of $87,000 plus the assumption of approximately $33 million of net debt. As part of the acquisition cost, the Company also paid $3,568 for the working capital of Nautilus as at September 30, 2015, as agreed between the parties. In addition, on November 24, 2015, Mezzanine, entered into an agreement with VRG AS, which owned the remaining 2.56% issued and outstanding share capital of Nautilus, and acquired its equity stake.
Nautilus indirectly through its subsidiaries owns six Offshore Supply Vessels of which four are Oil Spill Recovery Vessels (OSRVs) and two are Platform Supply Vessels (PSVs), all of which are on time charter to Petroleo Brasileiro S.A. (Petrobras) until certain dates through 2017, with a total contracted revenue of $80,494. The vessels are managed by TMS Offshore Services, an entity controlled by the Company's Chief Executive Officer, Mr. George Economou. (Note 4) The acquisition of Nautilus will allow the Company to expand and diversify its fleet.
The acquisition of the common shares of Nautilus was accounted for under the acquisition method of accounting. The Company began consolidating Nautilus from October 21, 2015 (the date of acquisition), as of which date the results of operations of Nautilus are included in the accompanying consolidated statement of operations for the year ended December 31, 2015, and on which the fair value of the non-controlling interest amounted to $1,500.
The purchase price allocation is as follows:
Goodwill included in the offshore support segment constitutes a premium paid by the Company over the fair value of the net assets of Nautilus, which is attributable to anticipated benefits from Nautilus's position to take advantage of the fundamentals of the offshore support market.
The carrying amounts of all receivables and payables acquired approximated their fair values at the acquisition date. The carrying amount of vessels of $99,370 was reduced by fair value adjustment of $2,270 as of the acquisition date. In connection with the acquisition, the Company acquired time charter contracts with Petrobras for the future time-chartered services of Nautilus, until certain dates through 2017. These contracts include fixed day rates that are above day rates available as of the acquisition date. After determining the aggregate fair values of these time-chartered contracts as of the acquisition date, the Company recorded the respective contract fair values on the consolidated balance sheet as non-current assets under Fair value of above market acquired time charters. These will be amortized into revenues using the straight-line method over the respective contract periods (based on the respective contracts). The amount amortized as of December 31, 2015, amounted to $1,467.
During 2016, the Company received termination notices for three of the acquired time charters from Petrobras, resulting in for 2016, a total amortization and write off charge under Fair value of above market acquired time charters, of $6,102, while approximately $30,170 of revenues will be lost. (Note 21)
All above fair values were based upon available market data using management estimates and assumptions. The respective fairness opinion was prepared by a third party expert, based on management estimates and assumptions, making use of available market data and taking into consideration third party valuations of fleet acquired, performed on a charter free basis.
The following pro forma consolidated financial information reflects the results of operations for the years ended December 31, 2014 and 2015, as if the acquisition of Nautilus had occurred at the beginning of fiscal 2014 and after giving effect to purchase accounting adjustments and to the accounting changes described above and are mainly in vessels' depreciation and above-market time charters amortization. These pro forma results have been prepared for comparative purposes only and do not purport to be indicative of what operating results would have been had the acquisition actually taken place as of the beginning of fiscal 2014. In addition, these results are not intended to be a projection of future results and do not reflect any synergies that might be achieved from the combined operations.
The amounts of revenues and net losses following the acquisition of Nautilus on October 21, 2015, included in the consolidated statement of operations for the year ended December 31, 2015, were $8,118 and $2,100, respectively.
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Other Non-Current Assets |
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Other Non-Current Assets [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Other Non-Current Assets: | 9. Other non-current assets:
The amounts included in the accompanying consolidated balance sheets are as follows:
As of December 31, 2014 and 2015, security deposits of $550 for the tankers Saga and Vilamoura and $727 security deposits for derivatives for the vessels Belmar, Calida, Lipari and Petalidi, respectively, were recorded as "Other non-current assets" in the accompanying consolidated balance sheets due to the market loss in the swap agreements as of the related dates.
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Investment in an Affiliate |
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Equity Method Investments and Joint Ventures [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Investment in an Affiliate: | 10. Investment in an Affiliate:
On June 8, 2015, following an equity offering of Ocean Rig, the Company's ownership decreased to 47.2% and accordingly, the Company lost its controlling financial interest and deconsolidated Ocean Rig from its financial statements. From that date onwards, Ocean Rig has been considered as an affiliated entity and not as a controlled subsidiary of the Company and the investment in Ocean Rig has been accounted for under the equity method due to the Company's significant influence over Ocean Rig.
On June 8, 2015, based on the equity method, the Company recorded an investment in Ocean Rig of $514,047, which represented the fair value of the common stock that was held by the Company on such date, with a closing market price of $6.96 per share. As at December 31, 2015, the market value of the investment was $91,410 based on the Ocean Rig closing price of $1.63. On June 8, 2015, the Company calculated a loss due to deconsolidation of $1,347,106, which was calculated as the fair value of the Company's equity method investment in Ocean Rig less the Company's 47.2% interest in Ocean Rig's net assets on June 8, 2015.
On August 13, 2015, following the repayment of the outstanding balance of $80,000 owed to Ocean Rig under the $120,000 Note and the transfer of 17,777,778 shares of Ocean Rig previously owned by the Company to Ocean Rig as full payment of the outstanding balance, the Company's interest in Ocean Rig decreased to 40.4%.
The Company's equity in the losses and capital transactions of Ocean Rig is shown in the accompanying consolidated statements of income for the year ended December 31, 2015, as "Equity in net losses of affiliated company" and amounted to $349,872, including $310,468 of impairment in Ocean Rig investment.
As at December 31, 2015, the Company's investment in Ocean Rig had a carrying value of $401,878, while the market value of the investment was $91,410. Based on the relevant guidance provided by U.S.GAAP, the Company concluded that the investment in Ocean Rig was impaired and that the impairment was other than temporary. Therefore the investment in Ocean Rig was written down to its fair value and a loss of $310,468 was recognized and included in the accompanying consolidated statement of operations for the year ended December 31, 2015.
The affiliated entity, which is incorporated in the Marshall Islands and is accounted for under the equity method, is the following:
The summarized financial information of the affiliate is as follows:
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Long-term Debt |
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Long-term Debt [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Long-term Debt: | 11. Long-term Debt:
The amount of long-term debt shown in the accompanying consolidated balance sheets is analyzed as follows:
Ocean Rig Loans and Notes
From June 8, 2015, Ocean Rig has been considered as an affiliated entity and not as a controlled subsidiary of the Company. As a result, Ocean Rig has been accounted for under the equity method and its long term debt is not consolidated in the Company's balance sheet as of December 31, 2015 and, consequently, additional disclosures for Ocean Rig's loans for 2015 have not been included.
Convertible Senior Notes and Related Borrow Facility
In conjunction with the Company's public offering of an aggregate of $460,000 and $240,000 aggregate principal amount of 5% Convertible unsecured Senior Notes in November 2009 and April 2010, respectively (collectively, the "Convertible Senior Notes" or the "Notes"), the Company entered into share lending agreements with an affiliate of the underwriter of the offering, or the share borrower, pursuant to which the Company loaned the share borrower approximately 1,444,000 shares (36,100,000 common shares before the reverse stock split) of the Company's common stock. Under the share lending agreements, the share borrower was required to return the borrowed shares when the Notes were no longer outstanding. The Company did not receive any proceeds from the sale of the borrowed shares by the share borrower, but the Company did receive a nominal lending fee of $0.01 per share from the share borrower for the use of the borrowed shares. As of December 31, 2014, the share borrower had returned the above-referenced loaned shares to the Company. The returned loaned shares were not retired and are included as treasury stock in the accompanying balance sheets as of December 31, 2014 and 2015.
On the day of the Notes' issuance the fair value of the share lending agreements was determined to be $14,476, based on a 5.5% interest rate of the Notes without the share lending agreement and was recorded as debt issuance cost. Amortization of the issuance costs associated with the share lending agreement included in "Interest and finance costs" during the years ended December 31, 2013, 2014 and 2015, was $2,974, $2,733 and $0, respectively.
Effective September 19, 2011, the applicable conversion price of the Notes was changed to $6.9 per share. The previous conversion price of $7.19 per share was adjusted downward in connection with the Company's partial spin off of Ocean Rig's common stock held by the Company.
The total interest expense related to the Notes in the Company's consolidated statements of operations for the years ended December 31, 2013, 2014 and 2015, was $78,769, $76,680 and $0 of which $43,769, $45,261and $0, respectively are non-cash amortization of the discount on the liability component and $35,000, $31,419 and $0, respectively are the contractual interest payable semi-annually at a coupon rate of 5% per year.
The Company's interest expense associated with the $460,000 aggregate principal amount and $240,000 aggregate principal amount of Notes was accretive based on an effective interest rate of 12% and 14%, respectively.
During November 2014, the Company repurchased on the open market and cancelled $191,090 principal amount of its 5% convertible notes. On November 24, 2014, the Company repaid the remaining amount of its 5% convertible notes, amounting to $508,910.
Term bank loans and credit facilities
The bank loans are payable in U.S. Dollars in quarterly installments with balloon payments due at maturity between January 2016 and June 2025. Interest rates on the outstanding loans as at December 31, 2015, are based on LIBOR plus a margin.
On November 14, 2014, the Company entered into a facility agreement with ABN AMRO, for a secured bridge loan facility in an amount of $200,000. The loan was repayable through a single repayment installment. In connection with the ABN AMRO facility, on November 18, 2014, as required by the facility, Ocean Rig filed a prospectus supplement covering up to 78,301,755 of its common shares held by DryShips or its pledgees. Of the shares registered, 45,129,069 Ocean Rig shares were initially pledged by the Company to ABN AMRO under the terms of the ABN AMRO facility which required collateral coverage based on the prevailing 30-day Volume Weighted Average Price ("VWAP") at draw down. On January 9, 2015 and March 19, 2015, respectively, the Company provided additional security in relation to the ABN AMRO facility in the form of 8,000,000 and 12,500,000 Ocean Rig shares owned by the Company. During the year ended December 31, 2015, the Company made various prepayments and finally repaid in full the loan agreement on October 16, 2015. Following the repayment of the loan, all Ocean Rig shares pledged by the Company to ABN AMRO were released and returned to the Company.
On May 26, 2015 and July 10, 2015, the Company made two prepayments of $15,000 and $10,034, respectively, under a loan agreement dated October 29, 2014. On August 18, 2015 the Company entered into a supplemental agreement to amend certain terms of the aforementioned loan.
During 2015, the Company made scheduled repayments regarding the loans of its tanker fleet amounting to $17,458 and in connection with the sale of the entire tankers fleet, repaid in full the remaining outstanding loans of its tanker segment amounting to $260,455.
During 2015, the Company made scheduled repayments regarding a Secured Term Loan facility dated July 23, 2008 amounting to $5,300 and on July 29, 2015, repaid in full the outstanding amount of $37,325.
On August 20, 2015, the Company repaid in full the outstanding amount of $12,800 under of the loan dated October 2, 2007.
On August 21, 2015, the Company entered into a supplemental agreement to the loan agreement dated March 13, 2008, to extend the maturity of the loan to October 13, 2015. The maturity of the loan has since lapsed and the Company has not made the last balloon installments.
During 2015, the Company made scheduled repayments regarding two loans dated May 13, 2008 and May 5, 2008 amounting to $2,945 and $3,000, respectively. On August 21, 2015 the Company also repaid in full the outstanding amounts of $12,761 and $27,000, under the two loans dated May 13, 2008 and May 5, 2008, respectively.
On October 1, 2015 the Company repaid $19,212, under a loan agreement dated March 31, 2006.
On October 13, 2015 the shares of the shareholders of the vessel owning companies of the vessels Raiatea, Robusto, Cohiba, Montecristo, Flecha, Partagas, Woolloomooloo, Saldanha, Topeka and Helena were delivered to their new owners who also assumed in full the respective outstanding amount of the loan agreement dated October 29, 2014, which had a balance of $130,926.
On November 6, 2015, the Company repaid in full the Nautilus assumed bank debt, of $45,535.
During 2015, the Company made scheduled payments under the loan agreement dated October 5, 2007, amounting to $4,000. On November 25, 2015, the Company also made a prepayment of $5,300 under that loan agreement, related to the sale of the vessel Galveston on November 30, 2015. The maturity of the loan has since lapsed and the Company has not made the last balloon installments.
On December 11, 2015, the Company repaid $12,360, under a loan agreement dated March 31, 2006.
$12.5 million Sellers credit
On March 15, 2013, the Company reached an agreement with a far eastern shipyard for a $12,500 sellers' credit to the Company. This credit was repayable to the yard in one bullet repayment two years after date of drawdown and it bore interest at 3% per annum. The Company agreed to provide a pledge of 1,602,500 shares in Ocean Rig that the Company owns, which pledge would be automatically released upon repayment of the credit. During March 2013, the Company drew the total amount of $12,500. On January 8, 2015, this credit was repaid in full by the Company. On the date of repayment and termination of the loan agreement, the Company was released from its obligations and 1,602,500 shares of Ocean Rig pledged by the Company to the shipyard were released and returned to the Company.
The aggregate available undrawn amount under the Company's facilities at December 31, 2014 and 2015 was $0 and $30,000.
The weighted-average interest rates on the above outstanding debt were: 6.63%, 6.60% and 5.09% for the years ended December 31, 2013, 2014 and 2015, respectively.
The table below presents the movement for bank loans and notes throughout 2015:
The above loans are secured by a first priority mortgage over the Company's vessels, corporate guarantees, first priority assignments of all freights, earnings, insurances and requisition compensation and pledges of the shares of capital stock of certain of the Company's subsidiaries. The loans contain covenants that restrict, without the bank's prior consent, changes in management and ownership of the vessels, the incurrence of additional indebtedness and mortgaging of vessels and changes in the general nature of the Company's business. The loans also contain certain financial covenants relating to the Company's financial position, operating performance and liquidity, including maintaining working capital above a certain level. The Company's secured credit facilities impose operating and negative covenants on the Company and its subsidiaries. These covenants may limit Dryships' subsidiaries' ability to, among other things, without the relevant lenders' prior consent (i) incur additional indebtedness, (ii) change the flag, class or management of the vessel mortgaged under such facility, (iii) create or permit to exist liens on their assets, (iv) make loans, (v) make investments or capital expenditures, and (vi) undergo a change in ownership or control.
As of December 31, 2015, the Company was not in compliance with certain loan-to-value ratios contained in certain of its loan agreements. These loan-to-value ratio shortfalls do not constitute events of default that would automatically trigger the full repayment of the loan. Based on the loan agreements, loan-to-value shortfalls may be remedied by the Company by providing additional collateral or repaying the amount of the shortfall. In addition, as of December 31, 2015, the Company was in breach of certain financial covenants, contained in the Company's loan agreements. Furthermore, the Company is in discussions to extend the maturity of three loan agreements dated October 5, 2007, March 13, 2008 and November 16, 2007 with outstanding balances at December 31, 2015 of $43,700, $27,567 and 12,500, respectively, which have lapsed. As a result of these incidents of non-compliance and of the cross default provisions contained in all of the Company's bank loan agreements, and in accordance with guidance related to the classification of obligations that are callable by the creditor, the Company has classified all of the amounts outstanding under its bank loans that were in breach as of December 31, 2015, amounting to $218,185 as current at December 31, 2015.
Total interest incurred on long-term debt and amortization of debt issuance costs, including capitalized interest, for the years ended December 31 2013, 2014 and 2015, amounted to $297,602, $367,996 and $177,537, respectively. These amounts net of capitalized interest are included in "Interest and finance costs" in the accompanying consolidated statement of operations.
The annual principal payments required to be made after December 31, 2015, including balloon payments, totaling $218,185 due through December 31, 2016 are as follows:
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Financial Instruments and Fair Value Measurements |
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Financial Instruments and Fair Value Measurements [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Financial Instruments and Fair Value Measurements: | 12. Financial Instruments and Fair Value Measurements:
ASC 815, "Derivatives and Hedging" requires companies to recognize all derivative instruments as either assets or liabilities at fair value in the statement of financial position.
The Company recognizes all derivative instruments as either assets or liabilities at fair value on its consolidated balance sheets.
The Company enters into interest rate swap transactions to manage interest costs and risk associated with changing interest rates with respect to its variable interest rate loans and credit facilities. The Company has entered in the past into forward freight agreements ("FFA") and foreign currency forward contracts in order to manage risks associated with fluctuations in charter rates and foreign currencies, respectively. All of the Company's derivative transactions are entered into for risk management purposes.
Interest rate swaps, cap and floor agreements: As of December 31, 2013, 2014 and 2015, the Company had 27, 24 and 9 interest rate swaps outstanding of $2.9 billion, $2.4 billion and $288.4 million notional amount, respectively, maturing from May 2016 through July 2017.
Accumulated other comprehensive loss included realized losses on cash flow hedges associated with interest capitalized during prior years under "Advances for vessels and drilling units under construction and acquisitions" amounting to $16,463, which according to ASC 815-30-35 is being reclassified into earnings in the same period or periods during which the hedged forecasted transaction affects earnings. As a result, during the years ended December 31, 2014 and 2015, the amounts of $550 and $466, respectively were reclassified into the consolidated statement of operations.
The fair value of the above mentioned agreement equates to the amount that would be paid by the Company if the agreement was transferred to a third party at the reporting date, taking into account current interest rates and creditworthiness of both the financial instrument counterparty and the Company.
The change in the fair value of such agreements which do not qualify for hedge accounting for the years ended December 31, 2013, 2014 and 2015, amounted to gains of $88,859, $29,304 and $10,848, respectively and is included in "Gain/ (Loss) on interest rate swaps" in the accompanying consolidated statement of operations.
As of December 31, 2014 and 2015, security deposits of $550 for the tankers Saga and Vilamoura and $727 as security deposits for derivatives for the vessels Belmar, Calida, Lipari and Petalidi, respectively were recorded as "Other non-current assets" in the accompanying consolidated balance sheets due to the market loss in the respective swap agreements as of the related dates.
Tabular disclosure of financial instruments is as follows:
Fair Values of Derivative Instruments in the Consolidated Balance Sheets:
During the years ended December 31, 2013, 2014 and 2015, the losses transferred from other comprehensive loss to the statement of operations were $550, $550 and $466, respectively. The estimated net amount of existing losses at December 31, 2015, that will be reclassified into earnings within the next twelve months related with cash flow hedges is $222.
The carrying amounts of cash and cash equivalents, restricted cash, trade accounts receivable, accounts payable, other current liabilities and due to/due from related parties reported in the consolidated balance sheets approximate their respective fair values because of the short term nature of these accounts. Assets and liabilities held for sale are stated at fair value less cost to sell. The fair value of credit facilities is estimated based on current rates offered to the Company for similar debt of the same remaining maturities. Additionally, the Company considers its creditworthiness in determining the fair value of the credit facilities. The carrying value approximates the fair market value for the floating rate loans. The fair value of the interest rate swaps was determined using a discounted cash flow method based on market-based LIBOR swap yield curves, taking into account current interest rates and the creditworthiness of both the financial instrument counterparty and the Company.
The estimated fair value of the 7.25% Ocean Rig Senior Unsecured Notes and 6.5% Drill Rigs Senior Secured Notes as at December 31, 2014, was approximately $380,000, and $666,000, respectively determined through Level 2 inputs of the fair value hierarchy (quoted price in the over-the counter-market). The estimated fair value of the $1.9 billion Secured Term Loan B Facility and $1.3 billion Senior Secured Term Loan B Facility was approximately the same as their carrying value net of finance fees. For the aforementioned senior notes and term loans their carrying value net of financing fees as at December 31, 2014, was $492,214, $788,224, $1,825,671 and $1,266,341, respectively.
Following the deconsolidation of Ocean Rig on June 8, 2015, its long term debt is not consolidated in the Company's balance sheet as of December 31, 2015 and, consequently, additional disclosures for Ocean Rig's loans and notes for 2015 have not been included.
The guidance for fair value measurements applies to all assets and liabilities that are being measured and reported on a fair value basis. This guidance enables the reader of the financial statements to assess the inputs used to develop those measurements by establishing a hierarchy for ranking the quality and reliability of the information used to determine fair values. The statement requires that assets and liabilities carried at fair value be classified and disclosed in one of the following three categories:
Level 1: Quoted market prices in active markets for identical assets or liabilities.
Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data.
Level 3: Unobservable inputs that are not corroborated by market data.
The following table summarizes the valuation of assets and liabilities measured at fair value on a recurring basis as of the valuation date.
The following table summarizes the valuation of assets measured at fair value on a non-recurring basis as of the valuation date.
As a result of the impairment analysis performed for the year ended December 31, 2014, one of the Company's vessels, with a carrying amount of $48,648 was written down to its fair value as determined based on the valuations of the independent valuators, resulting in an impairment charge of $38,148, which was included in the accompanying consolidated statement of operations for the year ended December 31, 2014 (Note 7).
On June 8, 2015, the Company recognized a loss due to the deconsolidation of Ocean Rig of $1,347,106, which was calculated as the fair value of the Company's equity method investment in Ocean Rig less the Company's 47.2% interest in Ocean Rig's net assets on June 8, 2015 (Note 10).
In accordance with the provisions of relevant guidance, ten tanker vessels held for sale with a carrying amount of $587,271, were written down to their fair value as determined based on the agreed sale prices, resulting in a charge of $56,631, which was included in "Impairment loss and loss from sale of vessels and vessel owning companies" in the accompanying consolidated statement of operations for the year ended December 31, 2015 (Note 7).
The impairment review performed prior to the entering into the agreements for the sale of the Company's vessels and vessel owning companies, indicated also that one of the Company's vessels, with a carrying amount of $95,937 should be written down to its fair value as determined based on the valuations of the independent valuators, resulting in a charge of $83,937, which was included in "Impairment loss and loss from sale of vessels and vessel owning companies" in the accompanying consolidated statement of operations for the year ended December 31, 2015 (Note 7).
Following the sale agreements for the sale of 14 vessel owning companies and three vessels, (Note 7) the associated 17 vessels held for sale with carrying amount of $748,320, were written down to their fair values as determined based on the agreed sale prices resulting in a charge of $375,090, included in "Impairment loss and loss from sale of vessels and vessel owning companies" in the accompanying consolidated statement of operations for the year ended December 31, 2015.
Furthermore due to their classification as held for sale (Note 7), 22 vessels, were written down to their fair value as determined based on the valuations of the independent valuators, resulting in a charge of $422,404, which was included in "Impairment loss and loss from sale of vessels and vessel owning companies" in the accompanying consolidated statement of operations for the year ended December 31, 2015.
Following the sale agreements for two Supramax vessels (Note 7), the vessels, which had an aggregate carrying value of $17,820, were written down to their fair values as determined based on the agreed sale prices resulting in a charge of $6,035, included in "Impairment loss and loss from sale of vessels and vessel owning companies" in the accompanying consolidated statement of operations for the year ended December 31, 2015.
Finally during the three month period ended December 31, 2015, an additional charge of $113,019 was recognized and included in "Impairment loss and loss from sale of vessels and vessel owning companies", in the accompanying consolidated statement of operations, due to the reduction of the vessels' held for sale carrying amount to their fair value less cost to sell. (Notes 7)
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Common Stock and Additional Paid-in Capital |
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Common Stock and Additional Paid-in Capital: | 13. Common Stock and Additional Paid-in Capital:
Net Loss Attributable to Dryships Inc. and Transfers to the Non-controlling Interest:
The following table represents the effects of any changes in Dryships' ownership interest in a subsidiary on the equity attributable to the shareholders of Dryships.
Issuance of common shares
On October 4, 2013, the Company filed a prospectus supplement to the universal shelf registration statement on Form F-3 filed on August 30, 2013, pursuant to an at-the-market offering for up to $200,000 of the Company's common shares. In connection with the offering, the Company entered into a Sales Agreement with Evercore Group L.L.C., ("Evercore"), the sales agent, dated October 4, 2013. During 2013, 275,689 common shares (6,892,233 common shares before the reverse stock split) were issued and sold pursuant to the at-the-market offering, resulting in net proceeds of $23,655, after deducting commissions, while in 2014, 888,394 common shares (22,209,844 common shares before the reverse stock split) were issued and sold pursuant to the at-the-market offering, resulting in net proceeds of $90,016, after deducting commissions.
On October 29, 2014, the Company successfully completed the offering of 10,000,000 shares (250,000,000 common shares before the reverse stock split) of its common stock, par value $0.01 per share, at a price of $1.40 per share (share price before reverse stock split). As part of the offering, George Economou, the Company's Chairman, President and Chief Executive Officer, has purchased $80,000, or 2,285,680 shares (57,142,000 common shares before the reverse stock split), of common stock in the offering at the public offering price. The Company used the net proceeds of approximately $332,852 from the offering to repurchase a portion of its $700,000 principal amount of indebtedness under the 5.0% Convertible Senior Notes matured on December 1, 2014.
On February 19, 2016, the Company's Board of Directors has determined to effect a 1-for-25 reverse stock split of the Company's common shares. The reverse stock split occurred, and the Company's common stock begun trading on a split adjusted basis on the Nasdaq Capital Market, as of the opening of trading on March 11, 2016. All previously reported share and per share amounts have been restated to reflect the reverse stock split.
Sale of Ocean Rig shares
On February 14, 2013, the Company completed a public offering of an aggregate of 7,500,000 common shares of Ocean Rig owned by DryShips. The Company received approximately $122,960 of net proceeds from the public offering. The net assets of Ocean Rig as of February 14, 2013, amounted to $2,950,992. At the date of the transaction, the carrying amounts of Ocean Rig's assets and liabilities did not require fair value adjustments. The difference between the net consideration received and the amount attributed to the non-controlling interests, which amounted to $45,542, was recognized in equity attributable to the controlling interest. On June 4, 2015, the Company and Ocean Rig signed an amendment under the $120,000 Note to, among other things, partially exchange $40,000 of the Note for 4,444,444 of Ocean Rig's shares owned by the Company, amend the interest of the Note and pledge an amount of 20,555,556 of Ocean Rig shares owned by the Company. On August 13, 2015, the Company signed an agreement with Ocean Rig to repay the remaining outstanding balance of $80,000 owed to Ocean Rig under the $120,000 Note, and transferred 17,777,778 shares of Ocean Rig previously owned by the Company to Ocean Rig as full payment of the outstanding balance under the Note, (Note 4).
Treasury stock
As of December, 2014 the share borrower described in Note 11 returned to the Company the 1,444,000 loaned shares (36,100,000 common shares before the reverse stock split) of the Company's common stock, which were not retired and are held as treasury stock. Furthermore, on December 30, 2015, a Company's executive returned 720 shares (18,000 common shares before the reverse stock split) of the Company's common stock. These shares were also not retired and are held as treasury stock.
Stockholders Rights Agreement
As of January 18, 2008, the Company entered into a Stockholders Rights Agreement (the "Agreement"). Under the Agreement, the Company's Board of Directors declared a dividend payable of one preferred share purchase right, ("Right"), to purchase one one-thousandth of a share of the Company's Series A Participating Preferred Stock for each outstanding common share. Each Right entitles the registered holder, upon the occurrence of certain events, to purchase from the Company one one-thousandth of a share of Series A Participating Preferred Stock or additional shares of common stock. As of July 9, 2009, an amendment was effected to the Agreement to reflect the issuance of Series A Convertible Preferred Stock. As of December 31, 2015, no exercise of any Rights had occurred.
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Equity Incentive Plan |
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Equity Incentive Plan [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Equity Incentive Plan: | 14. Equity incentive plan
On January 16, 2008, the Company's Board of Directors approved the 2008 Equity Incentive Plan (the "Plan"). Under the Plan, officers, key employees and directors are eligible to receive awards of stock options, stock appreciation rights, restricted stock, restricted stock units, phantom stock units and unrestricted stock. On January 25, 2010, the Company's Board of Directors amended the 2008 Equity Incentive Plan to provide that a total of 21,834,055 common shares be reserved for issuance.
On January 12, 2011, 360,000 shares (9,000,000 common shares before the reverse stock split) of the non-vested common stock out of 21,834,055 shares reserved under the Plan were granted to Fabiana as a bonus for the contribution of Mr. George Economou for Chief Executive Officer's services rendered during 2010. The shares were granted to Fabiana and vest over a period of eight years, with 40,000 shares (1,000,000 common shares before the reverse stock split) vesting on the grant date and 40,000 shares (1,000,000 common shares before the reverse stock split) vesting annually on December 31, 2011 through 2018, respectively. The stock-based compensation is being recognized to expenses over the vesting period and based on the fair value of the shares on the grant date of $5.50 per share (share price before reverse stock split). As of December 31, 2015, 240,000 of these shares (6,000,000 common shares before the reverse stock split) have vested.
On August 20, 2013, the Compensation Committee approved that a bonus in the form of 40,000 shares (1,000,000 common shares before the reverse stock split) of the Company's common stock, with par value $0.01, be granted to Fabiana for the contribution of Mr. George Economou for Chief Executive Officer's services rendered during 2012. The shares vested over a period of two years with 13,334 shares (333,334 common shares before the reverse stock split) vesting on the grant date, 13,333 shares (333,333 common shares before the reverse stock split) vesting on August 20, 2014 and 13,333 (333,333 common shares before the reverse stock split) vesting on August 20, 2015, respectively. The stock based compensation was recognized to expenses over the vesting period and based on the fair value of the shares on the grant date of $2.01 per share (share price before reverse stock split). As of December 31, 2015, the shares have vested in full.
On August 19, 2014, the Compensation Committee approved that a bonus in the form of 48,000 shares (1,200,000 common shares before the reverse stock split) of the Company's common stock, with par value $0.01, be granted to Fabiana for the contribution of Mr. George Economou for Chief Executive Officer's services rendered during 2013. The shares vest over a period of three years, with 16,000 shares (400,000 common shares before the reverse stock split) vesting on December 31, 2014, 16,000 shares (400,000 common shares before the reverse stock split) vesting on December 31, 2015, and 16,000 (400,000 common shares before the reverse stock split) vesting on December 31, 2016. The stock based compensation is being recognized to expenses over the vesting period and based on the fair value of the shares on the grant date of $3.26 per share (share price before reverse stock split). As of December 31, 2015, 32,000 of these shares (800,000 common shares before the reverse stock split) have vested.
On December 30, 2014, the Compensation Committee approved that a bonus in the form of 84,000 shares (2,100,000 common shares before the reverse stock split) of the Company's common stock, with par value $0.01, be granted to Fabiana for the contribution of Mr. George Economou for Chief Executive Officer's services rendered during 2014. The shares vest over a period of three years, with 28,000 shares (700,000 common shares before the reverse stock split) vesting on December 31, 2015, 28,000 shares (700,000 common shares before the reverse stock split) vesting on December 31, 2016 and 28,000 (700,000 common shares before the reverse stock split) vesting on December 31, 2017. The stock based compensation is being recognized to expenses over the vesting period and based on the fair value of the shares on the grant date of $1.07 per share (share price before reverse stock split). As of December 31, 2015, 28,000 of these shares (700,000 common shares before the reverse stock split) have vested.
A summary of the status of the Company's non-vested shares as of December 31, 2013, 2014 and 2015 and movement for the years ended December 31, 2013, 2014 and 2015, is presented below. There were no shares forfeited in 2013, 2014 and 2015.
As of December 31, 2013, 2014 and 2015, there was $13,947, $12,589 and $5,999 respectively, of total unrecognized compensation cost related to non-vested share-based compensation arrangements granted under the Plan. That cost is expected to be recognized over a period of three years.
The amounts of $7,790, $7,516 and $6,590, represent the stock based compensation expense for the year ended December 31, 2013, 2014 and 2015, respectively and are recorded in "General and administrative expenses", in the accompanying consolidated statements of operations for the years ended December 31, 2013, 2014 and 2015, respectively. The total fair value of shares vested during the years ended December 31, 2013, 2014 and 2015, were $5,394, $2,561 and $477, respectively.
Ocean Rig
From June 8, 2015, Ocean Rig has been considered as an affiliated entity and not as a controlled subsidiary of the Company. As a result, Ocean Rig has been accounted for under the equity method and consequently, additional disclosures for Ocean Rig's equity incentive plan for 2015 have not been included.
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Commitment and Contingencies |
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Dec. 31, 2015 | |
Commitment and Contingencies [Abstract] | |
Commitment and Contingencies: | 15. Commitment and contingencies:
15.1 Legal proceedings
Various claims, suits, and complaints, including those involving government regulations and product liability, arise in the ordinary course of the shipping and drilling business.
The Company has obtained hull and machinery insurance for the assessed market value of the Company's fleet and protection and indemnity insurance. However, such insurance coverage may not provide sufficient funds to protect the Company from all liabilities that could result from its operations in all situations. Risks against which the Company may not be fully insured or insurable include environmental liabilities, which may result from a blow-out or similar accident, or liabilities resulting from reservoir damage alleged to have been caused by the negligence of the Company.
The Company's loss of hire insurance coverage does not protect against loss of income from day one. It covers approximately one year for the loss of time but will be effective after 45 days' off-hire. During 2014, the Ocean Rig Corcovado incurred off-hire due to a failure in one of its engines which was a covered event under the loss of hire policy and, as a result, an amount of $20.2 million for the above covered event was recognized as revenue during the year ended December 31, 2014, and was reimbursed during the same period. During 2014, the Ocean Rig Mylos incurred off-hire due to damage to the blow-out-preventer stack during testing, which was a covered event under the loss of hire policy that resulted in $39.6 million being recognized as revenue during the year ended December 31, 2014, from which an amount of $39.1 million was reimbursed during the year.
As part of the normal course of operations, the Company's customers may disagree on amounts due to the Company under the provision of the contracts which are normally settled through negotiations with the customer. Disputed amounts are normally reflected in revenues at such time as the Company reaches agreement with the customer on the amounts due.
On May 10, 2013, Drillship Hydra Owners Inc., being the owning company of the drilling unit, the Ocean Rig Corcovado, filed a claim against Capricorn Greenland Exploration 1 Limited and Cairn Energy Plc with the High Court in London in connection with the loss of daily earnings and cost of repair for the Blow Out Preventer of the Ocean Rig Corcovado in June and July 2011. In July 2013, Ocean Rig reached an out-of-court commercial agreement with Capricorn Greenland Exploration 1 Limited and Cairn Energy Plc to receive a compensation amounting to $5.0 million and a Settlement Agreement and Release dated September 12, 2013, was entered and the relevant claim filed in the High Court in London, U.K. was dropped. In this respect, Ocean Rig, having previously recognized a receivable of $11.0 million, recorded a charge of $6.0 million during the year ended December 31, 2013, which is included under "Legal settlements and other, net" in the consolidated statement of operations.
15.2 Contractual charter revenue
Future minimum contractual charter revenue, based on vessels committed to non-cancelable, long-term time contracts as of December 31, 2015, will be $53,826 during 2016 and $17,520 during 2017. These amounts do not include any assumed off-hire. Under the June 25, 2015, agreement discussed below, the Company amended 11 charter agreements with significantly lower charter rates.
Under seven of the Company's charter agreements, the charterer has the option to (i) acquire the vessels at fair market value as determined by two independent brokers, at the date that the options were exercised, less $5,000 per vessel or, (ii) to require a cash payout of $5,000 per charter agreement in which case the charter agreement would automatically be terminated on the date of completion of the current voyage. These options were exercisable beginning late March 2015 and throughout the term of the charter agreements which expire through 2020. On June 25, 2015, the Company concluded an agreement with the charterer under which, the charterer agreed to forgo the exercise of the purchase option under the seven charter agreements in exchange for a reduction of $35,000 in overdue receivables, $5,000 cash payment to the Company and write off the remaining $16,471 in overdue receivables as of May 31, 2015, against "Voyage revenues". Out of the $35,000, the $6,759 had been amortized, while the remaining $28,241 were written off as "Loss on contract cancellation". As part of the transaction, new time charters were agreed for a period of over four years.
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Accumulated Other Comprehensive Income/ (Loss) |
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Accumulated other comprehensive loss [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accumulated Other Comprehensive Income/(Loss): | 16. Accumulated other comprehensive income/(loss):
The amounts in the accompanying consolidated balance sheets are analyzed as follows:
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Interest and Finance Costs |
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Interest and Finance Costs: | 17. Interest and Finance Costs:
The amounts in the accompanying consolidated statements of operations are analyzed as follows:
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Segment Information |
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Segment Information | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Segment Information: | 18. Segment information:
The Company has currently two reportable segments from which it derives its revenues: Drybulk and Offshore support segments. The Company had also a Drilling segment until the deconsolidation of Ocean Rig on June 8, 2015 (Note 10) and a Tanker segment until the sale of the whole tanker fleet during 2015 (Note 7). The reportable segments reflect the internal organization of the Company and are a strategic business that offers different products and services. The Drybulk business segment consists of transportation and handling of Drybulk cargoes through ownership and trading of vessels. The Offshore support business segment consists of offshore support services to the global offshore energy industry through the operation of a diversified fleet of offshore support vessels. The Drilling business segment consisted of the deepwater drilling rig services of the drilling units through ownership of drilling units. The Tanker business segment consisted of vessels for the transportation of crude and refined petroleum cargoes.
The tables below present information about the Company's reportable segments as of and for the years ended December 31, 2013, 2014 and 2015. The accounting policies followed in the preparation of the reportable segments are the same as those followed in the preparation of the Company's consolidated financial statements. The Company allocates general and administrative expenses of the parent company to its subsidiaries on a pro rata basis. The Company also measures segment performance based on net income. Summarized financial information concerning each of the Company's reportable segments is as follows:
A reconciliation of interest and finance costs and total segment assets with the consolidated amounts is as follows:
The drilling revenue shown in the table below is analyzed by country based upon the location where the drilling takes place and up to deconsolidation of Ocean Rig at June 8, 2015:
The Company's vessels operate on many trade routes throughout the world, and, therefore, the provision of geographic information is considered impractical by management.
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Losses per Share |
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Losses per Share [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Losses per Share: | 19. Losses per share:
The Company calculates basic and diluted losses per share as follows:
For the years ended December 31, 2013, 2014 and 2015 and given that the Company incurred losses, the effect of including any potential common shares in the denominator of diluted per-share computations would have been anti-dilutive and therefore, basic and diluted losses per share are the same.
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Income Taxes |
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Income Tax Expense Benefit Continuing Operations Income Tax Reconciliation [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Income Taxes: | 20. Income Taxes:
20.1 Drybulk, Offshore Support and Tanker Segments
None of the countries of incorporation of the Company and its subsidiaries impose a tax on international shipping income earned by a "non-resident" corporation thereof. Under the laws of the Republic of the Marshall Islands and Malta, the countries in which Dryships and the Drybulk and Tanker vessels owned by subsidiaries of the Company are registered, the Company's subsidiaries (and their vessels) are subject to registration fees and tonnage taxes, as applicable, which have been included in Vessels' operating expenses in the accompanying consolidated statements of operations.
Pursuant to Section 883 of the United States Internal Revenue Code (the "Code") and the regulations there under, a foreign corporation engaged in the international operation of ships is generally exempt from U.S. federal income tax on its U.S.-source shipping income if the foreign corporation meets both of the following requirements: (a) the foreign corporation is organized in a foreign country that grants an "equivalent exemption" to corporations organized in the United States for the types of shipping income (e.g., voyage, time, bareboat charter) earned by the foreign corporation and (b) more than 50% of the value of the foreign corporation's stock is owned, directly or indirectly, by individuals who are "residents" of the foreign corporation's country of organization or of another foreign country that grants an "equivalent exemption" to corporations organized in the United States (the "50% Ownership Test"). For purposes of the 50% Ownership Test, stock owned in a foreign corporation by a foreign corporation whose stock is "primarily and regularly traded on an established securities market" in the United States (the "Publicly-Traded Test") will be treated as owned by individuals who are "residents" in the country of organization of the foreign corporation that satisfies the Publicly-Traded Test.
The Republic of the Marshall Islands and Malta, the jurisdictions where the Company and its ship-owning subsidiaries are incorporated, each grants an "equivalent exemption" to United States corporations with respect to each type of shipping income earned by the Company's ship-owning subsidiaries. Therefore, the ship-owning subsidiaries will be exempt from United States federal income taxation with respect to U.S.-source shipping income if they satisfy the 50% Ownership Test. The Company believes that each of the Company's Republic of the Marshall Islands and Malta ship-owning subsidiaries will be entitled to exemption from U.S. federal income tax in respect of their U.S. source shipping income.
The Company believes that it satisfied the Publicly-Traded Test for its 2013, 2014 and 2015 Taxable Years and, therefore, 100% of the stock of its Republic of the Marshall Islands and Malta ship-owning subsidiaries will be treated as owned by individuals "resident" in the Republic of the Marshall Islands and Malta. As such, each of the Company's Republic of the Marshall Islands and Malta ship-owning subsidiaries will be entitled to exemption from U.S. federal income tax in respect of their U.S. source shipping income. The Company's ship-owning subsidiaries intend to take such position on their U.S. federal income tax returns for the 2015 taxable year.
20.2 Drilling Segment:
From June 8, 2015, Ocean Rig has been considered as an affiliated entity and not as a controlled subsidiary of the Company. As a result, Ocean Rig has been accounted for under the equity method and consequently the income taxes of the drilling segment are included only up to June 8, 2015 to the Company's results.
Ocean Rig operates through its various subsidiaries in a number of countries throughout the world. Income taxes have been provided based upon the tax laws and rates in the countries in which operations are conducted and income is earned. The countries in which Ocean Rig operates have taxation regimes with varying nominal rates, deductions, credits and other tax attributes. Consequently, there is not an expected relationship between the provision for/or benefit from income taxes and income or loss before income taxes.
The components of Ocean Rig's income/ (losses) before taxes are as follows:
The components of the Company's tax expense were as follows:
The current tax expense is mainly related to withholding tax based on total contract revenue or bareboat fees. In 2015 and 2014, approximately 48% and 64%, respectively, of the current tax expense was related to withholding taxes in Angola. In 2013, approximately 72% of the current tax expense was related to withholding taxes in Angola, Tanzania, Sierra Leone, Liberia and Gabon.
Taxes have not been reflected in other comprehensive loss since the valuation allowances would result in no recognition of deferred tax.
Ocean Rig has from 2011 elected to use the statutory tax rate for each year based upon the location where the largest parts of its operations were domiciled. During 2013, 2014 and 2015, most of its activities were in the Republic of the Marshall Islands with tax rate of zero.
Deferred tax assets and liabilities are recognized for the anticipated future tax effects of temporary differences between the financial statement basis and the tax basis of the Company's assets and liabilities at the applicable tax rates in effect. Ocean Rig has not recognized any deferred tax liability, while the significant components of deferred tax assets are as follows:
A valuation allowance for deferred tax assets is recorded when it is more likely than not that some or all of the benefit from the deferred tax asset will not be realized. Ocean Rig provides a valuation allowance to offset deferred tax assets for net operating losses ("NOL") incurred during the year in certain jurisdictions and for other deferred tax assets where, in the Company's opinion, it is more likely than not that the financial statement benefit of these losses will not be realized. Ocean Rig provides a valuation allowance for foreign tax loss carry forward to reflect the possible expiration of these benefits prior to their utilization. As of December 31, 2015, the valuation allowance for deferred tax assets is decreased from $1,285 in 2014 to $959 in 2015 reflecting a decrease in net deferred tax assets during the year.
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Subsequent Events |
12 Months Ended |
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Dec. 31, 2015 | |
Subsequent Events | |
Subsequent Events: | 21. Subsequent Events:
21.1 On February 15, 2016, the Company announced that Petrobras has given notice of termination of the contract for the platform supply vessel Crescendo effective as of March 6, 2016. The contract of the Crescendo was expiring on January 8, 2017.
21.2 On February 19, 2016, the Company's Board of Directors has determined to effect a 1-for-25 reverse stock split of the Company's common shares. At the Company's special meeting of shareholders on February 19, 2016, the Company's shareholders approved the reverse stock split and granted the Board of Directors, or a duly constituted committee thereof, the authority to determine the exact split ratio and proceed with the reverse stock split. The reverse stock split occurred, and the Company's common stock began trading on a split adjusted basis on the Nasdaq Capital Market, as of the opening of trading on March 11, 2016 under the existing trading symbol DRYS. The new CUSIP number for the common stock following the reverse stock split is Y2109Q127.
21.3 On March 3, 2016, the Company received notice of termination from Petrobras of the contract for the oil spill recovery vessel Jubilee effective as of March 9, 2016. The contract of the Jubilee was expiring on April 25, 2017.
21.4 On March 24, 2016 the Company entered into an agreement to increase its secured revolving facility provided by an entity controlled by the Company's Chairman and CEO, Mr. George Economou. The facility was amended to increase the maximum available amount by $10,000 to $70,000, to give the Company an option to extend the maturity of the facility by 12 months to October 21, 2019 and to cancel the option of the lender to convert the outstanding loan to the Company's common stock. Additionally, subject to the lender's prior written consent, the Company has the right to convert $8,750 of the outstanding balance of the loan into 3,500,000 preferred shares of the Company, which have a voting power of 5:1 (vis-à-vis common stock) and will mandatorily convert into common stock on a 1:1 basis within 3 months after such conversion. As part of the transaction the Company has also entered into a Preferred Stock Exchange Agreement to exchange the 4,000,000 (100,000,000 before the reverse stock split) Series B Preferred Shares held by the lender for $8,750. The Company subsequently cancelled the Series B Preferred Stock previously held by the lender effective March 24, 2016.
21.5 On March 24, 2016, the Company concluded a new sales agreement with entities controlled by Mr. George Economou, the Company's Chairman and Chief Executive officer, for the sale of its Capesize vessels (Rangiroa, Negonego, Fakarava) for an aggregate price of $70,000, including their existing employment agreements and the assumption of the debt associated with the vessels, with an outstanding balance of $102,070 at March 24, 2016. On March 30, 2016, the Company received the lender's consent for the sale of the vessels and made a prepayment of $15,000, under the respective loan agreement dated February 14, 2012. On March 31, 2016 the shares of the vessel owning companies were delivered to their new owners.
21.6 On March 28, 2016, the Company received notice from the, Nasdaq Stock Market that has been determined that for the last 10 consecutive business days, from March 11 to 24, 2016, the closing bid price of the Company's common stock has been at $1.00 per share or greater. Accordingly, the Company has regained compliance with Listing Rule 5550(a)(2) and this matter is now closed.
21.7 On March 29, 2016, the Company drew down the amount of $28,000 under a secured revolving credit facility dated October 21, 2015.
21.8 On April 5, 2016, the Company agreed to sell all of its shares in Ocean Rig, to a subsidiary of Ocean Rig for total cash consideration of approximately $49,911. The sale proceeds were used to partly reduce the outstanding amount under the Revolving Credit Facility provided to the Company by an entity controlled by the Company's Chairman and Chief Executive Officer Mr. George Economou and for general corporate purposes. Further to the above, the outstanding balance under this facility is $11,750. In addition, the Company reached an agreement under the Revolving Credit Facility whereby the lender agreed to, among other things (i) release its lien over the Ocean Rig shares and (ii) waive any events of default, subject to a similar agreement being reached with the rest of the lenders to the Company, in exchange for a 40% LTV maximum loan limit, being introduced under the Revolving Credit Facility. In addition, the interest rate under the loan was reduced to 4% plus LIBOR. This transaction was approved by the disinterested members of the Company's Board of Directors on the basis of a fairness opinion and is subject to standard closing conditions. After this transaction, the Company will no longer hold any equity interest in Ocean Rig.
21.9 On April 11, 2016, the Company announced that Petrobras has given notice of termination of the contract for the oil spill recovery vessel Vega Inruda effective as of April 6, 2016. The contract of the Vega Inruda was expiring on August 30, 2017.
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Schedule I - Condensed Financial Information of Dryships Inc. (Parent Company Only) |
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Condensed Financial Information of Parent Company Only Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Condensed Financial Information Of Parent Company Only Disclosure |
* Eliminated in consolidation
* Eliminated in consolidation
In the condensed financial information of the Parent Company, the Parent Company's investment in subsidiaries and affiliates is stated at cost plus equity in undistributed earnings of subsidiaries. The Parent Company, during the years ended December 31, 2013, did not receive cash dividends from its subsidiaries, while during the year ended December 31, 2014 and 2015, the Company received cash dividend from its subsidiary amounting of $44,631 and $29,755, respectively.
There are no legal or regulatory restrictions on the Parent Company's ability to obtain funds from its subsidiaries through dividends, loans or advances sufficient to satisfy the obligations discussed below that are due on or before December 31, 2016.
The Parent Company is the borrower under the credit facilities dated March 31, 2006 and October 21, 2015, amounting to $121,572 at December 31, 2015 and guarantor under the remaining shipping segment's loans outstanding at December 31, 2015.
On October 21, 2015, as amended on November 11, 2015, the Company entered into a secured revolving credit facility of up to $60,000 with an entity controlled by Mr. George Economou (Note 4).
The principal payments required to be made after December 31, 2015 for the loans discussed above are as follows:
As of December 31, 2015, the Company was in breach of certain financial covenants, contained in its bank loan agreement. As a result of this non-compliance and in accordance with guidance related to the classification of obligations that are callable by the creditor, the Company has classified its bank loan amounting to $121,572 as current at December 31, 2015.
See Note 3 "Going concern" and Note 9 "Long-term Debt" to the consolidated financial statements for further information.
The condensed financial information of the Parent Company should be read in conjunction with the Company's consolidated financial statements.
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Significant Accounting Policies (Policy) |
12 Months Ended |
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Dec. 31, 2015 | |
Significant Accounting Policies [Abstract] | |
Principles of Consolidation | (a) Principles of consolidation: The accompanying consolidated financial statements have been prepared in accordance with Generally Accepted Accounting Principles in the United States of America ("U.S. GAAP") and applicable rules and regulations of the U.S. Securities and Exchange Committee (the "SEC") and include the accounts and operating results of DryShips, its wholly-owned subsidiaries, its affiliate and its VIE. As of December 31, 2014, the Company consolidated the100% of one VIE for which it is deemed to be the primary beneficiary, i.e. it has a controlling financial interest in this entity. The VIE's total assets and liabilities, as of December 31, 2014, were $64,314 and $65,358 respectively, with total liabilities exceeding total assets by $1,044. A VIE is an entity that in general does not have equity investors with substantive voting rights or that has equity investors that do not provide sufficient financial resources for the entity to support its activities. A controlling financial interest in a VIE is present when a company has the power to direct the activities of a VIE that most significantly impact the entity's economic performance and absorbs a majority of an entity's expected losses, receives a majority of an entity's expected residual returns, or both.
From June 8, 2015, Ocean Rig has been considered as an affiliated entity and not as a controlled subsidiary of the Company. As a result, Ocean Rig has been accounted for under the equity method and its assets and liabilities are not consolidated in the Company's balance sheet as of December 31, 2015 and, consequently, additional disclosures for Ocean Rig, its subsidiaries and its VIE, for 2015 have not been included.
All intercompany balances and transactions have been eliminated on consolidation.
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Business Combinations | (b) Business combinations: The Company uses the acquisition method of accounting under the authoritative guidance on business combinations, which requires an acquirer in a business combination to recognize the assets acquired, the liabilities assumed and any non-controlling interest in the acquiree at their fair values at the acquisition date. The costs of the acquisition and any related restructuring costs are to be recognized separately in the Consolidated Statements of Operations. The acquired company's operating results are included in the Company's consolidated financial statements starting on the date of acquisition.
The purchase price is equivalent to the fair value of the consideration transferred and liabilities incurred, including liabilities related to contingent consideration. Tangible and identifiable intangible assets acquired and liabilities assumed as of the date of acquisition are recorded at the acquisition date fair value. Goodwill is recognized for the excess of the purchase price over the net fair value of assets acquired and liabilities assumed. When the fair value of net assets acquired exceeds the fair value of consideration transferred plus any non-controlling interest in the acquiree, the excess is recognized as a gain.
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Goodwill | (c) Goodwill: Goodwill represents the excess of the purchase price over the estimated fair value of net assets acquired. Goodwill is reviewed for impairment whenever events or circumstances indicate possible impairment in accordance with Accounting Standard Codification (ASC) 350 Goodwill and Other Intangible Assets. This standard requires that goodwill and other intangible assets with an indefinite life not be amortized but instead tested for impairment at least annually. The Company tests goodwill for impairment each year on December 31.The Company tests goodwill at the reporting unit level, which is defined as an operating segment or a component of an operating segment that constitutes a business for which financial information is available and is regularly reviewed by management. The impairment of goodwill is tested by comparing the reporting unit's carrying amount, including goodwill, to the fair value of the reporting unit. If the carrying amount of the reporting unit exceeds its fair value, goodwill is considered impaired and a second step is performed to measure the amount of the impairment loss, if any. For the year ended December 31, 2015, the Company concluded that the goodwill relating to its offshore support reporting unit was not impaired. To determine the fair value of each reporting unit, the Company uses a combination of generally accepted valuation methodologies, including both income and market approaches. For its offshore support reporting unit, the Company estimates the fair market value using estimated discounted cash flows and publicly traded company multiples. The Company discounts projected cash flows using a long-term weighted average cost of capital, which is based on the Company's estimate of the investment returns that market participants would require for each of its reporting units. To develop the projected cash flows associated with the Company's offshore support reporting unit, which are based on estimated future utilization and dayrates, the Company considers key factors that include assumptions regarding future commodity prices, credit market uncertainties and the effect these factors may have on the Company's operations and the capital expenditure budgets of its customers. The Company derives publicly traded company multiples for companies with operations similar to the Company's reporting units using information on shares traded on stock exchanges and, when they are available, from analyses of recent acquisitions in the marketplace. For the Company's offshore reporting unit, the Company estimates fair market value using estimated discounted cash flows based on assumptions for future commodity prices, projected demand for its services, vessels' availability and day rates.
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Use of Estimates | (d) Use of estimates: The preparation of 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
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Comprehensive income/(loss) | (e) Comprehensive income/(loss): The Company's comprehensive income/(loss) is comprised of net income/(loss), actuarial gains/losses related to the adoption and implementation of ASC 715, "Compensation-Retirement Benefits", as well as losses in the fair value of the derivatives that qualify for hedge accounting in accordance with ASC 815 "Derivatives and Hedging" and realized gains/losses on cash flow hedges associated with capitalized interest in accordance with ASC 815-30-35-38 "Derivatives and Hedging".
During 2013, the Company adopted the requirements of Accounting Standard Update ("ASU") 2013-02, "Comprehensive Income (Topic 220) - Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income". The objective of this Update is to improve the reporting of reclassifications out of accumulated other comprehensive income. The amendments do not change the current requirements for reporting net income or other comprehensive income in the financial statements. However, the amendments require an entity to provide information about the amounts reclassified out of accumulated other comprehensive income by component. In addition, an entity is required to present, either on the face of the statement where net income is presented or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income but only if the amount reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting period. For other amounts that are not required under U.S. GAAP to be reclassified in their entirety to net income, an entity is required to cross-reference to other disclosures required under U.S. GAAP that provide additional detail about those amounts.
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Cash and Cash Equivalents | (f) Cash and cash equivalents: The Company considers highly liquid investments such as time deposits and certificates of deposit with an original maturity of three months or less to be cash equivalents.
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Restricted Cash | (g) Restricted cash: Restricted cash may include: (i) cash collateral required under the Company's financing and swap arrangements, (ii) retention accounts which can only be used to fund the loan installments coming due, (iii) minimum liquidity collateral requirements or minimum required cash deposits, as defined in the Company's loan agreements, (iv) taxes withheld from employees and deposited in designated bank accounts and, (v) amounts pledged as collateral for bank guarantees to suppliers.
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Trade Accounts Receivable net | (h) Trade accounts receivable net: The amount shown as trade accounts receivable, at each balance sheet date, includes receivables from customers, net of allowance for doubtful receivables. At each balance sheet date, all potentially uncollectible accounts are assessed individually for purposes of determining the appropriate allowance for doubtful receivables.
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Short-term Investments | (i) Short-term investments: Short-term investments generally represent investments in time deposits, which have maturities in excess of three months but less than twelve months. These investments are accounted for at cost.
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Concentration of Credit Risk | (j) Concentration of credit risk: Financial instruments, which potentially subject the Company to significant concentrations of credit risk, consist principally of cash and cash equivalents; trade accounts receivable and derivative contracts (interest rate swaps). The maximum exposure to loss due to credit risk is the book value at the balance sheet date. The Company places its cash and cash equivalents, consisting mostly of bank deposits, with qualified financial institutions.
The Company performs periodic evaluations of the relative credit standing of those financial institutions. The Company is exposed to credit risk in the event of non-performance by counter parties to derivative instruments; however, the Company limits its exposure by diversifying among counter parties. The Company's major customers were oil companies, which reduced its credit risk. When considered necessary, additional arrangements are put in place to minimize credit risk, such as letters of credit or other forms of payment guarantees. The Company limits its credit risk with trade accounts receivable by performing ongoing credit evaluations of its customers' financial condition and generally does not require collateral for its trade accounts receivable. The Company has made advances for the construction of assets to the yards. The ownership of the assets was transferred from the yard to the Company at delivery. The credit risk of the advances was, to a large extent, reduced through refund guarantees issued by financial institutions.
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Advances for Vessels and Drilling Units under Construction | (k) Advances for vessels and drilling units under construction: This represents amounts expended by the Company in accordance with the terms of the construction contracts for vessels and drilling units as well as other expenses incurred directly or under a management agreement with a related party in connection with on-site supervision. In addition, interest costs incurred during the construction (until the asset is substantially complete and ready for its intended use) are capitalized. The carrying value of vessels and drilling units under construction ("Newbuildings") represents the accumulated costs at the balance sheet date. Cost components include payments for yard installments and variation orders, commissions to related party, construction supervision, equipment, spare parts and capitalized interest.
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Capitalized Interest | (l) Capitalized interest: Interest expense is capitalized during the construction period of drilling units and vessels based on accumulated expenditures for the applicable project at the Company's current rate of borrowing. The amount of interest expense capitalized in an accounting period is determined by applying an interest rate the ("capitalization rate") to the average amount of accumulated expenditures for the asset during the period. The capitalization rates used in an accounting period are based on the rates applicable to borrowings outstanding during the period. The Company does not capitalize amounts in excess of actual interest expense incurred in the period. If the Company's financing plans associate a specific new borrowing with a qualifying asset, the Company uses the rate on that borrowing as the capitalization rate to be applied to that portion of the average accumulated expenditures for the asset that does not exceed the amount of that borrowing. If average accumulated expenditures for the asset exceed the amounts of specific new borrowings associated with the asset, the capitalization rate applied to such excess is a weighted average of the rates applicable to other borrowings of the Company. Capitalized interest expense for the years ended December 31, 2013, 2014 and 2015, amounted to $69,714, $39,225 and $12,060, respectively (Note 17).
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Insurance Claims | (m) Insurance claims: The Company records insurance claim recoveries for insured losses incurred on damages to fixed assets, loss of hire and for insured crew medical expenses under "Other current assets". Insurance claims are recorded, net of any deductible amounts, at the time the Company's fixed assets suffer insured damages, loss due to the vessel/ drilling unit being wholly or partially deprived of income as a consequence of damage to the unit or when crew medical expenses are incurred, recovery is probable under the related insurance policies and the Company can make an estimate of the amount to be reimbursed following the insurance claim.
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Inventories | (n) Inventories: Inventories consist of consumable bunkers (if any), lubricants and victualing stores, which are stated at the lower of cost or market value and are recorded under "Other current assets". Cost is determined by the first in, first out method.
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Foreign Currency Translation | (o) Foreign currency translation: The functional currency of the Company is the U.S. Dollar since the Company operates in international shipping and drilling markets (through June 8, 2016) and, therefore, primarily transacts business in U.S. Dollars. The Company's accounting records are maintained in U.S. Dollars. Transactions involving other currencies during the year are converted into U.S. Dollars using the exchange rates in effect at the time of the transactions. At the balance sheet dates, monetary assets and liabilities, which are denominated in other currencies, are translated into U.S. Dollars at the year-end exchange rates. Resulting gains or losses are included in "Other, net" in the accompanying consolidated statements of operations.
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Fixed Assets, Net | (p) Fixed assets, net:
(i) Drybulk, tanker carrier and offshore support vessels are stated at cost, which consists of the contract price and any material expenses incurred upon acquisition (initial repairs, improvements, delivery expenses and other expenditures to prepare the vessel for its initial voyage). Subsequent expenditures for major improvements are also capitalized when they appreciably extend the useful life, increase the earning capacity or improve the efficiency or safety of the vessels. The cost of each of the Company's vessels is depreciated beginning when the vessel is ready for its intended use, on a straight-line basis over the vessel's remaining economic useful life, after considering the estimated residual value. Vessel's residual value is equal to the product of its lightweight tonnage and estimated scrap rate per ton. In general, management estimates the useful life of the Company's drybulk and tanker carrier vessels to be 25 years and offshore support vessels 30 years, from the date of initial delivery from the shipyard. When regulations place limitations over the ability of a vessel to trade on a worldwide basis, its remaining useful life is adjusted at the date such regulations are adopted.
(ii) Drilling units are stated at historical cost less accumulated depreciation. Such costs include the cost of adding or replacing parts of drilling unit machinery and equipment when the cost is incurred, if the recognition criteria are met. The recognition criteria require that the cost incurred extends the useful life of a drilling unit. The carrying amounts of those parts that are replaced are written off and the cost of the new parts is capitalized. Depreciation is calculated on a straight-line basis over the useful life of the assets after considering the estimated residual value as follows: bare deck 30 years and other asset parts 5 to 15 years for the drilling units. The residual values of the drilling units are estimated at $35,000 and $50,000, respectively, for the year ended December 31, 2014 and 2015.
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Long Lived Assets Held for Sale | (q) Long lived assets held for sale: The Company classifies long lived assets and disposal groups as being held for sale in accordance with ASC 360, "Property, Plant and Equipment", when: (i) management has committed to a plan to sell the long lived assets; (ii) the long lived assets are available for immediate sale in their present condition; (iii) an active program to locate a buyer and other actions required to complete the plan to sell the long lived assets have been initiated; (iv) the sale of the long lived assets is probable and transfer of the asset is expected to qualify for recognition as a completed sale within one year; and (v) the long lived assets are being actively marketed for sale at a price that is reasonable in relation to its current fair value and actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. Long lived assets classified as held for sale are measured at the lower of their carrying amount or fair value less cost to sell. These long lived assets are not depreciated once they meet the criteria to be classified as held for sale.
When the Company concludes a Memorandum of Agreement for the disposal of a vessel which has yet to complete a time charter, it is considered that the held for sale criteria discussed in guidance are not met until the time charter has been completed as the vessel is not available for immediate sale. As a result, such vessels are not classified as held for sale.
When the Company concludes a Memorandum of Agreement for the disposal of a vessel which has no time charter to complete or a contract that is transferable to a buyer, it is considered that the held for sale criteria discussed in the guidance are met. As a result such vessels are classified as held for sale. Furthermore, in the period a long-lived asset meets the held for sale criteria, a loss is recognized for any reduction of the long-lived asset's carrying amount to its fair value less cost to sell. No such adjustments were identified for the years ended December 31, 2013 and 2014. For the year ended December 31, 2015 and due to the Company's decision to sell certain vessels and vessel owning companies and classify the remaining vessels in the fleet as held for sale, a charge of $854,125 was recognized and included in "Impairment loss and loss from sale of vessels and vessel owning companies", in the accompanying consolidated statement of operations.
In addition, the impairment review performed prior to the entering into the agreements for the sale of the Company's vessels and vessel owning companies, has indicated that the carrying amount of one of its drybulk vessels was not recoverable and, therefore, a charge of $83,937 was recognized and included in "Impairment loss and loss from sale of vessels and vessel owning companies", in the accompanying consolidated statement of operations. Finally during the three month period ended December 31, 2015, an additional charge of $113,019 was recognized and included in "Impairment loss and loss from sale of vessels and vessel owning companies", in the accompanying consolidated statement of operations, due to the reduction of the vessels' held for sale carrying amount to their fair value less cost to sell. (Notes 7 and 12)
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Impairment of Long-Lived Assets | (r) Impairment of long-lived assets: The Company reviews for impairment long-lived assets whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. In this respect, the Company reviews its assets for impairment on an asset by asset basis. When the estimate of undiscounted cash flows, excluding interest charges, expected to be generated by the use of the asset is less than its carrying amount, the Company evaluates the asset for impairment loss. The impairment loss is determined by the difference between the carrying amount of the asset and the fair value of the asset. The Company evaluates the carrying amounts of its vessels by obtaining vessel independent appraisals to determine if events have occurred that would require modification to their carrying values or useful lives. In evaluating useful lives and carrying values of long-lived assets, the Company reviews certain indicators of potential impairment, such as undiscounted projected operating cash flows, vessel sales and purchases, business plans and overall market conditions. In developing estimates of future undiscounted cash flows, the Company makes assumptions and estimates about the vessels' future performance, with the significant assumptions being related to charter rates, fleet utilization, operating expenses, capital expenditures, residual value and the estimated remaining useful life of each vessel. The assumptions used to develop estimates of future undiscounted cash flows are based on historical trends as well as future expectations. To the extent impairment indicators are present, the Company determines undiscounted projected net operating cash flows for each vessel and compares them to their carrying value. The projected net operating cash flows are determined by considering the charter revenues from existing time charters for the fixed fleet days and an estimated daily time charter equivalent for the unfixed days. The Company estimates the daily time charter equivalent for the unfixed days of drybulk vessels based on the most recent ten year historical average for similar vessels and utilizing available market data for time charter and spot market rates and forward freight agreements and for offshore support vessels based on available market data, over the remaining estimated life of the vessel, net of brokerage commissions, expected outflows for vessels' maintenance and operating expenses (including planned drydocking and special survey expenditures), assuming an average annual inflation rate of 2% and fleet utilization of 98% and 99% for our drybulk and offshore support vessels, respectively. The salvage value used in the impairment test is estimated to be $250 per light weight ton (LWT) for vessels, in accordance with the Company's vessels' depreciation policy. If the Company's estimate of undiscounted future cash flows for any vessel, is lower than its respective carrying value, the carrying value is written down, by recording a charge to operations, to its' respective fair market value if the fair market value is lower than the vessel's carrying value.
The Company's analysis for the year ended December 31, 2015, also involved sensitivity tests on the time charter rates and fleet utilization (being the most sensitive inputs to variances), allowing for variances ranging from 97.5% to 92.5% depending on vessel type on time charter rates. Although the Company believes that the assumptions used to evaluate potential impairment are reasonable and appropriate, such assumptions are highly subjective. There can be no assurance as to how long charter rates and vessel values will remain at their currently low levels or whether they will improve by any significant degree. Charter rates may remain at depressed levels for some time which could adversely affect the Company's revenue and profitability, and future assessments of vessel impairment.
As a result of the impairment review, the Company determined that the carrying amounts of its assets were recoverable and, therefore, concluded that no impairment loss was necessary for 2013. However, due to the Company's decision to sell certain vessels during the year and based on the agreed-upon sales price, a charge relating to assets held for use of $43,490 for the year ended December 31, 2013, was recognized and included in "Impairment loss and loss from sale of vessels and vessel owning companies", in the accompanying consolidated statement of operations. As a result of the impairment review for the year ended December 31, 2014, the Company determined that the carrying amount of one of its drybulk vessels was not recoverable and, therefore, a charge of $38,148 was recognized and included in "Impairment loss and loss from sale of vessels and vessel owning companies", in the accompanying consolidated statement of operations.
As at December 31, 2015, the Company's investment in Ocean Rig had a carrying value of $401,878, while the market value of the investment was $91,410. Based on the relevant guidance provided by U.S.GAAP, the Company concluded that the investment in Ocean Rig was impaired and that the impairment was other than temporary. Therefore the investment in Ocean Rig was written down to its fair value and a loss of $310,468 was recognized and included in the accompanying consolidated statement of operations for the year ended December 31, 2015. (Note 10)
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Dry-docking Costs | (s) Dry-docking costs: The Company follows the direct expense method of accounting for dry-docking costs whereby costs are expensed in the period incurred for the vessels and drilling units.
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Class Costs | (t) Class costs: The Company follows the direct expense method of accounting for periodic class costs incurred during special surveys of drilling units, normally every five years. Class costs and other maintenance costs are expensed in the period incurred and included in "Vessels and drilling units operating expenses".
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Deferred Financing Costs | (u) Deferred financing costs: Deferred financing costs include fees, commissions and legal expenses associated with the Company's long- term debt. These costs are amortized over the life of the related debt using the effective interest method and are included in interest expense. Unamortized fees relating to loans repaid or refinanced as debt extinguishments are expensed as interest and finance costs in the period the repayment or extinguishment is made. Arrangement fees paid to lenders for loans which the Company has not drawn down are capitalized and included in other current and non-current assets. Amortization and write offs for each of the years ended December 31, 2013, 2014 and 2015, amounted to $46,006, $50,551 and $23,834 respectively (Note 17).
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Convertible Senior Notes | (v) Convertible senior notes: In accordance with ASC Topic 470-20, "Debt with Conversion and Other Options," for convertible debt instruments that contain cash settlement options upon conversion at the option of the issuer, the Company determines the carrying amounts of the liability and equity components of its convertible notes by first determining the carrying amount of the liability component of the convertible notes by measuring the fair value of a similar liability that does not have an associated equity component. The carrying amount of the equity component representing the embedded conversion option is then determined by deducting the fair value of the liability component from the total proceeds. The resulting debt discount is amortized to interest cost using the effective interest method over the period the debt is expected to be outstanding as an additional non-cash interest expense. Transaction costs associated with the instrument are allocated pro-rata between the debt and equity components (Note 11).
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Revenue and Related Expenses | (w) Revenue and related expenses:
(i) Drybulk carrier, tanker and offshore support vessels:
Time and bareboat charters: The Company generates its revenues from charterers for the charter hire of its vessels, which are considered to be operating lease arrangements. Vessels are chartered using time and bareboat charters and where a contract exists, the price is fixed, service is provided and collection of the related revenue is reasonably assured, revenue is recognized as it is earned ratably on a straight-line basis over the duration of the period of each time charter as adjusted for the off-hire days that the vessel spends undergoing repairs, maintenance and upgrade work depending on the condition and specification of the vessel. Revenues related to mobilization and direct incremental expenses of mobilization are initially deferred and recognized as revenues and expenses, over the duration of the time charter agreements, and to the extent that expenses exceed revenue to be recognized, they are expensed as incurred.
Voyage charters: Voyage charter is a charter where a contract is made in the spot market for the use of a vessel for a specific voyage for a specified freight rate per ton. If a charter agreement exists and collection of the related revenue is reasonably assured, revenue is recognized as it is earned ratably during the duration of the period of each voyage. When a voyage charter agreement is in place, a voyage is deemed to commence upon the completion of discharge of the vessel's previous cargo and is deemed to end upon the completion of discharge of the current cargo. Demurrage income represents payments by a charterer to a vessel owner when loading or discharging time exceeds the stipulated time in the voyage charter and is recognized ratably as earned during the related voyage charter's duration period.
Pooling arrangements: For vessels operating in pooling arrangements, the Company earns a portion of the total revenues generated by the pool, net of expenses incurred by the pool. The amount allocated to each pool participant vessel, including the Company's vessels, is determined in accordance with an agreed-upon formula, which is determined by points awarded to each vessel in the pool based on the vessel's age, design and other performance characteristics. Revenue under pooling arrangements is accounted for on the accrual basis and is recognized when an agreement with the pool exists, price is fixed, service is provided and the collectability is reasonably assured. The allocation of such net revenue may be subject to future adjustments by the pool however, historically, such changes have not been material.
Voyage related and vessel operating costs: Under a time charter, specified voyage costs, such as fuel and port charges are paid by the charterer and other non-specified voyage expenses, such as commissions, are paid by the Company. Vessel operating costs including crew, maintenance and insurance are paid by the Company. Under voyage charter arrangements, voyage expenses, primarily consisting of commissions, port, canal and bunker expenses that are unique to a particular charter, are paid for by the Company, except for commissions, which are either paid for by the Company or are deducted from the freight revenue. All voyage and vessel operating expenses are expensed as incurred, except for commissions. Commissions are deferred and amortized over the related voyage charter period to the extent revenue has been deferred since commissions are earned as the Company's revenues are earned. Under a bareboat charter, the charterer assumes responsibility for all voyage and vessel operating expenses and risk of operation.
Deferred voyage revenue: Deferred voyage revenue primarily relates to cash advances received from charterers. These amounts are recognized as revenue over the voyage or charter period.
(ii) Drilling units:
Revenues: The Company's services and deliverables are generally sold based upon contracts with its customers that include fixed or determinable prices. The Company recognizes revenue when delivery occurs, as directed by its customer, and collectability is reasonably assured. The Company evaluates if there are multiple deliverables within its contracts and whether the agreement conveys the right to use the drilling units for a stated period of time and meets the criteria for lease accounting, in addition to providing a drilling services element, which is generally compensated for by day rates. In connection with drilling contracts, the Company may also receive revenues for preparation and mobilization of equipment and personnel or for capital improvements to the drilling units and day rate or fixed price mobilization and demobilization fees. Revenues are recorded net of agents' commissions. There are two types of drilling contracts: well contracts and term contracts.
(a) Well contracts: Well contracts are contracts under which the assignment is to drill a certain number of wells. Revenue from day-rate based compensation for drilling operations is recognized in the period during which the services are rendered at the rates established in the contracts. All mobilization revenues, direct incremental expenses of mobilization and contributions from customers for capital improvements are initially deferred and recognized as revenues and expenses, as applicable, over the estimated duration of the drilling period. To the extent that mobilization expenses exceed revenue to be recognized, they are expensed as incurred. Demobilization revenues and expenses are recognized over the demobilization period. All revenues for well contracts are recognized as "Service revenues" in the consolidated statement of operations.
(b) Term contracts: Term contracts are contracts under which the assignment is to operate the unit for a specified period of time. For these types of contracts the Company determines whether the arrangement is a multiple element arrangement containing both a lease element and drilling services element. For revenues derived from contracts that contain a lease, the lease elements are recognized as "Leasing revenues" in the consolidated statement of operations on a basis approximating straight line over the lease period. The drilling services element is recognized as "Service revenues" in the period in which the services are rendered at estimated fair value. Revenues related to the drilling element of mobilization and direct incremental expenses of drilling services are deferred and recognized over the estimated duration of the drilling period. To the extent that expenses exceed revenue to be recognized, they are expensed as incurred. Demobilization fees and expenses are recognized over the demobilization period. Contributions from customers for capital improvements are initially deferred and recognized as revenues over the estimated duration of the drilling contract.
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Earnings/(loss) per Common Share | (x) Earnings/(loss) per common share: Basic earnings/(loss) per common share are computed by dividing net income/(loss) available to common stockholders by the weighted average number of common shares outstanding during the year. Diluted earnings per common share reflect the potential dilution that could occur if securities or other contracts to issue common stock were exercised. Dilution is computed by the treasury stock method whereby all of the Company's dilutive securities are assumed to be exercised and the proceeds used to repurchase common shares at the weighted average market price of the Company's common stock during the relevant periods. The incremental shares (the difference between the number of shares assumed issued and the number of shares assumed purchased) are included in the denominator of the diluted earnings per share computation. On March 11, 2016, the Company effected a 25:1 reverse stock split (Note 21).
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Segment Reporting | (y) Segment reporting: The Company determined that currently it operates under two reportable segments, as a provider of drybulk commodities transportation services for the steel, electric utility, construction and agri-food industries (drybulk segment) and as a provider of offshore support services to the global offshore energy industry (offshore support segment). The Company operated also as a provider of ultra-deep water drilling services (drilling segment) until the deconsolidation of Ocean Rig on June 8, 2015 and as a provider of transportation services of crude and refined petroleum cargoes (tanker segment) until the sale of the whole tanker fleet during the year ended December 31, 2015. The accounting policies applied to the reportable segments are the same as those used in the preparation of the Company's consolidated financial statements.
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Financial Instruments | (z) Financial instruments: The Company designates its derivatives based upon guidance on ASC 815, "Derivatives and Hedging" which establishes accounting and reporting requirements for derivative instruments, including certain derivative instruments embedded in other contracts and for hedging activities. The guidance on accounting for certain derivative instruments and certain hedging activities requires all derivative instruments to be recorded on the balance sheet as either an asset or liability measured at its fair value, with changes in fair value recognized in earnings unless specific hedge accounting criteria are met.
(i) Hedge accounting: At the inception of a hedge relationship, the Company formally designates and documents the hedge relationship to which the Company wishes to apply hedge accounting and the risk management objective and strategy undertaken for the hedge. The documentation includes identification of the hedging instrument, hedged item or transaction, the nature of the risk being hedged and how the entity will assess the hedging instrument's effectiveness in offsetting exposure to changes in the hedged item's cash flows attributable to the hedged risk. Such hedges are expected to be highly effective in achieving offsetting changes in cash flows and are assessed on an ongoing basis to determine whether they actually have been highly effective throughout the financial reporting periods for which they were designated.
The Company is party to interest swap agreements where it receives a floating interest rate and pays a fixed interest rate for a certain period. Contracts which meet the strict criteria for hedge accounting are accounted for as cash flow hedges. A cash flow hedge is a hedge of the exposure to variability in cash flows that is attributable to a particular risk associated with a recognized asset or liability, or a highly probable forecasted transaction that could affect profit or loss.
The effective portion of the gain or loss on the hedging instrument is recognized directly as a component of "Accumulated other comprehensive income/(loss)" in equity, while any ineffective portion, if any, is recognized immediately in current period earnings.
The Company discontinues cash flow hedge accounting if the hedging instrument expires and it no longer meets the criteria for hedge accounting or designation is revoked by the Company. At that time, any cumulative gain or loss on the hedging instrument recognized in equity is kept in equity until the forecasted transaction occurs. When the forecasted transaction occurs, any cumulative gain or loss on the hedging instrument is recognized in the consolidated statement of operations. If a hedged transaction is no longer expected to occur, the net cumulative gain or loss recognized in equity is transferred to net profit or loss for the year as financial income or expense.
(ii) Other derivatives: Changes in the fair value of derivative instruments that have not been designated as hedging instruments are reported in current period earnings.
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Fair Value Measurements | (aa) Fair value measurements: The Company follows the provisions of ASC 820, "Fair Value Measurements and Disclosures" which defines, and provides guidance as to the measurement of, fair value. ASC 820 creates a hierarchy of measurement and indicates that, when possible, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. The fair value hierarchy gives the highest priority (Level 1) to quoted prices in active markets and the lowest priority (Level 3) to unobservable data, for example, the reporting entity's own data. Under the standard, fair value measurements are separately disclosed by level within the fair value hierarchy (Note 12).
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Stock-based Compensation | (ab) Stock-based compensation: Stock-based compensation represents vested and non-vested common stock granted to employees and directors, for their services. The Company calculates total compensation expense for the award based on its fair value on the grant date and amortizes the total compensation on an accelerated basis over the vesting period of the award or service period (Note 14).
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Income Taxes | (ac) Income taxes: Income taxes have been provided for based upon the tax laws and rates in effect in the countries in which the Company's drilling operations were conducted and income was earned. There was no expected relationship between the provision for/or benefit from income taxes and income or loss before income taxes because the countries in which the Company operated have taxation regimes that vary not only with respect to the nominal rate, but also in terms of the availability of deductions, credits and other benefits. Variations also arise because income earned and taxed in any particular country or countries may fluctuate from year to year. Deferred tax assets and liabilities are recognized for the anticipated future tax effects of temporary differences between the financial statement basis and the tax basis of the Company's assets and liabilities using the applicable jurisdictional tax in effect at the year end. A valuation allowance for deferred tax assets is recorded when it is more likely than not that some or all of the benefit from the deferred tax asset will not be realized. The Company accrues interest and penalties related to its liabilities for unrecognized tax benefits as a component of income tax expense.
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Commitments and Contingencies | (ad) Commitments and contingencies: Provisions are recognized when the Company has a present legal or constructive obligation as a result of past events; it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation; and a reliable estimate of the amount of the obligation can be made. Provisions are reviewed at each balance sheet date.
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Investments in Affiliates | (ae) Investments in Affiliates: Affiliates are entities over which the Company generally has between 20% and 50% of the voting rights, or over which the Company has significant influence, but over which it does not exercise control. Investments in these entities are accounted for by the equity method of accounting. Under this method the Company records an investment in the stock of an affiliate at cost or at fair value in case of a retained investment in the common stock of an investee in a deconsolidation transaction, and adjusts the carrying amount for its share of the earnings or losses of the affiliate subsequent to the date of investment and reports the recognized earnings or losses in income. Dividends received from an affiliate reduce the carrying amount of the investment. When the Company's share of losses in an affiliate equals or exceeds its interest in the affiliate, the Company does not recognize further losses, unless the Company has incurred obligations or made payments on behalf of the affiliate.
Affiliates included in the financial statements accounted for under the equity method: In the Company's consolidated financial statements, the following entity is included as an affiliate and is accounted for under the equity method for the period during which such entity was an affiliate of the Company:
(i) Ocean Rig and its subsidiaries (ownership interest as of December 31, 2015, was 40.4%).
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Recent accounting pronouncements | (af) Recent accounting pronouncements:
Revenue from Contracts with Customers: On May 28, 2014, the FASB issued ASU No. 2014-09 as amended by ASU 2015-14 which was issued on August 12, 2015, Revenue from Contracts with Customers, which outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. This standard is effective for public entities with reporting periods beginning after December 15, 2017. Early application is permitted only as of annual reporting periods (including interim reporting periods within those periods) beginning after December 15, 2016. The Company is currently evaluating the impact, if any, of the adoption of this new standard.
Consolidation: In February 2015, the FASB issued ASU No. 2015-02 Consolidation (Topic 810), Amendments to the Consolidation Analysis. The guidance eliminates the deferral of FAS 167, which has allowed entities with interests in certain investment funds to follow the previous consolidation guidance in FIN 46(R), and makes other changes to both the variable interest model and the voting model. While the guidance is aimed at asset managers, it will affect all reporting entities that have variable interests in other legal entities (e.g., limited partnerships, similar entities and certain corporations). In some cases, consolidation conclusions will change. In other cases, reporting entities will need to provide additional disclosures about entities that currently aren't considered variable interest entities (VIEs) but will be considered VIEs under the new guidance provided they have a variable interest in those VIEs. The guidance is effective for public business entities for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted, including adoption in an interim period. A reporting entity must apply the amendments using a modified retrospective approach by recording a cumulative-effect adjustment to equity as of the beginning of the period of adoption or apply the amendments retrospectively. The Company is currently evaluating the impact, if any, of the adoption of this new standard.
Inventories: In July 2015, the FASB issued ASU No. 2015-11, Simplifying the Measurement of Inventory to simplify the measurement of inventory using first-in, first out (FIFO) or average cost method. According to this ASU an entity should measure inventory at the lower of cost and net realizable value. Net realizable value is the estimated selling prices less reasonably predictable costs of completion, disposal and transportation. This update is effective for public entities with reporting periods beginning after December 15, 2016. Early adoption is permitted. The Company believes that the implementation of this update will not have any material impact on its consolidated financial statements and has not elected the early adoption.
Leases: In February 2016, the FASB issued ASU No. 2016-02, which improves transparency and comparability among companies by requiring lessees to recognize a lease liability and a corresponding lease asset for virtually all lease contracts. The new lease standard does not substantially change lessor accounting. It also requires additional disclosures about leasing arrangements. For public companies, the new standard is effective for interim and annual periods beginning after December 15, 2018 and requires a modified retrospective approach to adoption. Early adoption is permitted. The Company believes that the implementation of this update will not have any material impact on its consolidated financial statements and has not elected the early adoption.
InterestImputation of Interest: In August 2015, the FASB issued ASU 2015-15 "InterestImputation of Interest (Subtopic 835-30): Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit ArrangementsAmendments to SEC Paragraphs Pursuant to Staff Announcement at June 18, 2015 EITF Meeting (SEC Update)" to add to the FASB's Accounting Standards Codification SEC staff guidance that the SEC staff will not object to an entity presenting the costs of securing line-of-credit arrangements as an asset, regardless of whether there are any outstanding borrowings.
Going Concern: In August 2014, the FASB issued ASU No. 2014-15-Presentation of Financial Statements - Going Concern. ASU 2014-15 provides guidance about management's responsibility to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern and to provide related footnote disclosures. ASU 2014-15 requires an entity's management to evaluate at each reporting period based on the relevant conditions and events that are known at the date of financial statements are issued, whether there are conditions or events, that raise substantial doubt about the entity's ability to continue as a going concern within one year after the date that the financial statements are issued and to disclose the necessary information. ASU 2014-15 is effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted.
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Basis of Presentation and General Information (Tables) |
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Schedule of Revenue by Major Charterer |
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Transactions with Related Parties (Tables) |
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Schedule of Related Party Transactions |
(Per day and per quarter information in the note below is expressed in United States Dollars/Euros)
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Other Current assets (Tables) |
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Other Current Assets |
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Advances for Vessels and Drilling Units under Construction and Acquisitions (Tables) |
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Vessels, Drilling Units, Machinery and Equipment, net (Tables) |
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Assets and Liabilities Held for Sale |
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Drilling Units, Machinery and Equipment |
|
Acquisition of Nautilus Offshore Services Inc. (Tables) |
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2015 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Business Combinations [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Purchase Price Allocation |
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Amortization Schedule |
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Pro Forma Information |
|
Other Non-Current Assets (Tables) |
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2015 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Other Non-Current Assets [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Other Non-Current Assets |
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Investment in an Affiliate (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2015 | |||||||||||||||||||||||||||||||||||||||||
Equity Method Investments and Joint Ventures [Abstract] | |||||||||||||||||||||||||||||||||||||||||
Schedule of Investment to Affiliate |
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Financial Information of Affiliate Company, Balance Sheet |
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Financial Information of Affiliate Company, Income Statement |
|
Long-term Debt (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2015 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Long-term Debt [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Long-term Debt |
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Loan Movements for Credit Facilities and Term Loans Throughout the Year |
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Principal Payments |
|
Financial Instruments and Fair Value Measurements (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2015 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Financial Instruments and Fair Value Measurements [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair Values of Derivative Instruments in the Consolidated Balance Sheets |
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Effect of Derivative Instruments on the Consolidated Statements of Operations |
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Fair Value, Assets Measured on a Recurring and Non-Recurring Basis |
|
Common Stock and Additional Paid-in Capital (Tables) |
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2015 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Common Stock and Additional Paid-in Capital | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Net Loss Attributable to Dryships Inc. and Transfers to the Non-controlling Interest |
|
Equity Incentive Plan (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2015 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Equity Incentive Plan [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Non Vested Shares |
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Vested Shares |
|
Accumulated Other Comprehensive Income/(Loss) (Tables) |
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2015 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accumulated other comprehensive loss [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Accumulated Other Comprehensive Income/(Loss) |
|
Interest and Finance Costs (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Dec. 31, 2015 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest and Finance Costs [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Interest and Finance Costs |
|
Segment Information (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Dec. 31, 2015 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Segment Information | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Reporting Information by Segment |
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Segment Information Reconciliation |
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Revenue per Country |
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Losses per Share (Tables) |
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Losses per Share [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Losses per Share |
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Income Taxes (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Income Taxes [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Income Before Income Tax Domestic and Foreign |
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Schedule of Components of Income Tax Expense Benefit |
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Schedule Reconciliation Total Tax Expense |
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Schedule of Deferred Tax Assets and Liabilities |
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Schedule I - Condensed Financial Information of Dryships Inc. (Parent Company Only) (Tables) |
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Condensed Financial Information of Parent Company Only Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance Sheets |
* Eliminated in consolidation
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Statements of Operations |
* Eliminated in consolidation
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Statements of Comprehensive Income/ (loss) |
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Statements of Cash Flows |
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Principal payment |
|
Basis of Presentation and General Information (Table) (Details) |
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2015 |
Dec. 31, 2014 |
Dec. 31, 2013 |
|
Customer A - Drilling segment | |||
Major customer revenue percentage | 12.00% | 12.00% | 0.00% |
Customer B - Drilling segment | |||
Major customer revenue percentage | 14.00% | 15.00% | 26.00% |
Customer C - Drilling segment | |||
Major customer revenue percentage | 11.00% | 0.00% | 0.00% |
Customer D - Drilling segment | |||
Major customer revenue percentage | 10.00% | 12.00% | 0.00% |
Customer E - Drilling segment | |||
Major customer revenue percentage | 10.00% | 10.00% | 11.00% |
Customer F - Drilling segment | |||
Major customer revenue percentage | 10.00% | 25.00% | 14.00% |
Basis of Presentation and General Information (Details) - Subsequent Event |
2 Months Ended |
---|---|
Mar. 11, 2016
shares
| |
Stockholders' Equity, Reverse Stock Split | 1-for-25 reverse stock split of the Company's common shares |
Fractional shares issued | 7 |
Going Concern (Details) $ in Thousands |
12 Months Ended | |
---|---|---|
Dec. 31, 2015
USD ($)
|
Dec. 31, 2014
USD ($)
|
|
Loan agreements reclassified as current | $ 218,185 | |
Current portion of long-term debt | 217,549 | $ 1,165,021 |
Working capital deficit | $ (85,573) | |
Offshore Support Vessels | Nautilus | ||
Number of vessels | 6 | |
Sale Agreements | Bulkers and bulker owning entities | ||
Number of vessels | 19 | |
Liabilities held for sale | ||
Current portion of long-term debt | $ 103,680 |
Transactions with Related Parties - Balance Sheet (Table) (Details) - USD ($) $ in Thousands |
Dec. 31, 2015 |
Dec. 31, 2014 |
---|---|---|
Due from related parties | $ 20,637 | $ 29,203 |
Due to related parties | (21,828) | (12,717) |
Advances for drilling units under construction for the year | 0 | 623,984 |
Vessels, net for the year | 96,428 | 2,141,617 |
Drilling units, machinery and equipment, net for the year | 0 | 6,259,747 |
Related parties | ||
Due from related parties | 20,637 | 29,203 |
Due to related parties | (21,828) | (12,717) |
Advances for drilling units under construction for the year | 0 | 1,546 |
Vessels, net for the year | 0 | 530 |
Drilling units, machinery and equipment, net for the year | $ 0 | $ 2,885 |
Transactions with Related Parties - Statement of Operations (Tables) (Details) - USD ($) $ in Thousands |
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2015 |
Dec. 31, 2014 |
Dec. 31, 2013 |
|
Voyage Revenues | $ 244,020 | $ 368,447 | $ 311,764 |
Voyage expenses | (65,286) | (117,165) | (103,211) |
Contract termination fees and other | 0 | 0 | (33,293) |
General and administrative expenses | (104,912) | (193,686) | (184,722) |
Related parties | |||
Voyage Revenues | 0 | 44 | 5,306 |
Service Revenues, net | 7,366 | 16,826 | 10,786 |
Voyage expenses | (4,521) | (6,758) | (5,525) |
Gain on sale of assets - commissions | 0 | 0 | (710) |
Contract termination fees and other | 0 | 0 | (23,048) |
General and administrative expenses | (50,498) | (85,584) | (76,152) |
Commissions for assets sold | (8,133) | 0 | 0 |
Interest and finance costs | $ (3,679) | $ 0 | $ 0 |
Transactions with Related Parties - Fabiana Services S.A. and Azara Services S.A. (Details) |
35 Months Ended | 36 Months Ended |
---|---|---|
Dec. 31, 2015 |
Dec. 31, 2015 |
|
Fabiana Services S.A. | Consultancy Agreement commencing on February 3, 2013 | ||
Related Party Transaction [Line Items] | ||
Consultancy agreement terms in year | 5 years | |
Azara Services S.A. | Consultancy Agreement CEO Services January 2013 | Ocean Rig UDW Inc. | ||
Related Party Transaction [Line Items] | ||
Consultancy agreement terms in year | 5 years |
Other Current Assets (Tables) (Details) - USD ($) $ in Thousands |
Dec. 31, 2015 |
Dec. 31, 2014 |
---|---|---|
Other Assets [Abstract] | ||
Inventories | $ 3,531 | $ 20,304 |
Deferred mobilization expenses | 0 | 66,169 |
Prepayments and advances | 2,305 | 24,856 |
Insurance claims (Note 15) | 941 | 7,201 |
Other | 542 | 3,719 |
Other current assets | $ 7,319 | $ 122,249 |
Advances for Vessels and Drilling Units under Construction and Acquisitions (Table) (Details) - USD ($) $ in Thousands |
12 Months Ended | |
---|---|---|
Dec. 31, 2015 |
Dec. 31, 2014 |
|
Balance at beginning of year | $ 623,984 | |
Balance at end of year | 0 | $ 623,984 |
Advances for vessels under construction and acquisitions | ||
Balance at beginning of year | 623,984 | 679,008 |
Advances for drilling units under construction and related costs | 465,650 | 691,755 |
Cancellation of vessel acquisitions | 0 | (15,240) |
Drilling units delivered | (728,393) | (731,539) |
Deconsolidation of Ocean Rig | (361,241) | 0 |
Balance at end of year | $ 0 | $ 623,984 |
Vessels, Drilling Units, Machinery and Equipment - Drilling Units, Machinery and Equipment (Tables) (Details) - USD ($) $ in Thousands |
12 Months Ended | |
---|---|---|
Dec. 31, 2015 |
Dec. 31, 2014 |
|
Balance,at beginning of period | $ 6,259,747 | |
Balance,at end of period | 0 | $ 6,259,747 |
Cost | Drilling units, machinery and equipment | ||
Balance,at the beginning of period | 7,393,173 | 6,637,843 |
Additions | 806,353 | 755,330 |
Deconsolidation of Ocean Rig | (8,199,526) | |
Balance,at the end of period | 0 | 7,393,173 |
Accumulated Depreciation | Drilling units, machinery and equipment | ||
Balance,at beginning of period | (1,133,426) | (809,612) |
Depreciation | (154,481) | (323,814) |
Deconsolidation of Ocean Rig | 1,287,907 | |
Balance,at end of period | 0 | (1,133,426) |
Net Book Value | Drilling units, machinery and equipment | ||
Balance,at beginning of period | 6,259,747 | 5,828,231 |
Additions | 806,353 | 755,330 |
Depreciation | (154,481) | (323,814) |
Deconsolidation of Ocean Rig | (6,911,619) | |
Balance,at end of period | $ 0 | $ 6,259,747 |
Acquisition Of Nautilus Offshore Services Inc. - Purchase Price Allocation Schedule (Table) (Details) - USD ($) $ in Thousands |
12 Months Ended | |
---|---|---|
Dec. 31, 2015 |
Dec. 31, 2014 |
|
Assets: | ||
Current assets | $ 22,609 | |
Vessels | 97,100 | |
Goodwill | 7,002 | $ 0 |
Above-market acquired time charters | 12,474 | |
Other non-current assets | 5,562 | |
Total assets acquired | 144,747 | |
Liabilities: | ||
Total current liabilities | 12,691 | |
Total non-current liabilities | 39,988 | |
Total liabilities assumed | 52,679 | |
Fair value of non-controlling interests | 1,500 | |
Net assets acquired | 90,568 | |
Consideration paid | 87,000 | |
Working capital adjustment | 3,568 | |
Total consideration | $ 90,568 |
Acquisition of Nautilus Offshore Services Inc. - Amortization Schedule (Table) (Details) $ in Thousands |
12 Months Ended |
---|---|
Dec. 31, 2015
USD ($)
| |
Business Combinations [Abstract] | |
Amount Acquired | $ 12,474 |
Amortization as of December 31, 2015 | 1,467 |
2016 | 7,670 |
2017 | $ 3,337 |
Acquisition Of Nautilus Offshore Services Inc. - Results Of Operations Since The Acquisition Date (Table) (Details) - USD ($) $ / shares in Units, $ in Thousands |
12 Months Ended | |
---|---|---|
Dec. 31, 2015 |
Dec. 31, 2014 |
|
Business Combinations [Abstract] | ||
Pro forma revenues | $ 1,011,674 | $ 2,233,015 |
Pro forma operating income/(loss) | (866,317) | 554,870 |
Pro forma net loss | $ (2,838,322) | $ (38,874) |
Pro forma per share amounts: | ||
Basic net loss per share | $ (106.71) | $ (2.13) |
Other Non-Current Assets (Table) (Details) - USD ($) $ in Thousands |
Dec. 31, 2015 |
Dec. 31, 2014 |
---|---|---|
OTHER NON-CURRENT ASSETS: | ||
Security deposits for derivatives | $ 727 | $ 550 |
Deferred operating expenses | 0 | 43,327 |
Prepaid investments | 0 | 57,910 |
Intangible assets, net | 0 | 4,732 |
Total | $ 727 | $ 106,519 |
Other Non-Current Assets (Details) - USD ($) $ in Thousands |
Dec. 31, 2015 |
Dec. 31, 2014 |
---|---|---|
Security deposits for derivatives | $ 727 | $ 550 |
Saga and Vilamoura Tankers | ||
Security deposits for derivatives | $ 550 | |
Belmar, Calida, Lipari and Petalidi vessels | ||
Security deposits for derivatives | $ 727 |
Investment in an Affiliate - Participation Percentage (Table) (Details) |
Dec. 31, 2015 |
Jun. 08, 2015 |
---|---|---|
Ocean Rig | ||
Schedule of Equity Method Investments [Line Items] | ||
Ocean Rig | 40.40% | 47.20% |
Investment in an Affiliate (Table) (Details) - USD ($) $ in Thousands |
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2015 |
Dec. 31, 2014 |
Dec. 31, 2013 |
|
Income Statement | |||
Net income | $ (349,872) | $ 0 | $ 0 |
Ocean Rig | |||
Balance Sheet | |||
Current assets | 1,252,169 | ||
Non-current assets | 6,782,118 | ||
Current liabilities | 400,207 | ||
Non-current liabilities | 4,343,991 | ||
Income Statement | |||
Revenues | 1,748,200 | ||
Net income | $ 95,339 |
Investment in an Affiliate (Details) - USD ($) $ / shares in Units, $ in Thousands |
5 Months Ended | 7 Months Ended | 12 Months Ended | ||
---|---|---|---|---|---|
Jun. 08, 2015 |
Aug. 13, 2015 |
Dec. 31, 2015 |
Dec. 31, 2014 |
Dec. 31, 2013 |
|
Schedule of Equity Method Investments [Line Items] | |||||
Carrying value of the investment | $ 91,410 | $ 0 | |||
Gain/(loss) due to deconsolidation | (1,347,106) | 0 | $ 0 | ||
Equity in net losses of affiliated company | $ 349,872 | $ 0 | $ 0 | ||
$120,000 Note | Loan from Affilliate | Ocean Rig | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Debt Facility Amount Exchanged | $ 80,000 | ||||
Number Of Shares Exchanged To Repay Debt | 17,777,778 | ||||
Ocean Rig | |||||
Schedule of Equity Method Investments [Line Items] | |||||
Ownership interest in Ocean Rig | 47.20% | 40.40% | |||
Carrying value of the investment | $ 401,878 | ||||
Market value of the investment | $ 514,047 | $ 91,410 | |||
Share Price | $ 6.96 | $ 1.63 | |||
Gain/(loss) due to deconsolidation | $ (1,347,106) | ||||
Equity in net losses of affiliated company | $ (95,339) | ||||
Loss recognized due to impairment | $ 310,468 |
Long-term Debt (Table) (Details) - USD ($) $ in Thousands |
Dec. 31, 2015 |
Dec. 31, 2014 |
---|---|---|
Debt Instrument [Line Items] | ||
Less: Deferred financing costs | $ (636) | $ (118,710) |
Total debt | 217,549 | 5,517,613 |
Less: Current portion | (217,549) | (1,165,021) |
Long-term portion | 0 | 4,352,592 |
6.5% Drill Rigs Senior Secured Notes | ||
Debt Instrument [Line Items] | ||
Senior Notes | 0 | 800,000 |
$1.9 billion Secured Term Loan B Facility | Drilling Segment | ||
Debt Instrument [Line Items] | ||
Secured Debt | 0 | 1,876,250 |
$1.3 billion Senior Secured Term Loan B Facility | Drilling Segment | ||
Debt Instrument [Line Items] | ||
Secured Debt | 0 | 1,296,750 |
7.25% Ocean Rig Senior Unsecured Notes | ||
Debt Instrument [Line Items] | ||
Senior Notes | 0 | 500,000 |
Secured Bridge Credit Facility | ||
Debt Instrument [Line Items] | ||
Secured Bridge Credit Facility | 0 | 200,000 |
Secured Credit Facilities | Drybulk Segment | ||
Debt Instrument [Line Items] | ||
Secured Debt | 218,185 | 685,410 |
Secured Credit Facilities | Tanker Segment | ||
Debt Instrument [Line Items] | ||
Secured Debt | $ 0 | $ 277,913 |
Long-term Debt - Principal Payments (Tables) (Details) - USD ($) $ in Thousands |
Dec. 31, 2015 |
Dec. 31, 2014 |
---|---|---|
Long-term Debt, by Maturity [Abstract] | ||
2016 | $ 218,185 | |
Total principal payments | 218,185 | $ 5,636,323 |
Less: Financing fees | (636) | (118,710) |
Total debt | $ 217,549 | $ 5,517,613 |
Long-Term Debt - Covenant Description and Compliance (Details) - Ocean Rig UDW Inc. |
12 Months Ended |
---|---|
Dec. 31, 2015 | |
Debt instrument covenant compliance | As of December 31, 2015, the Company was not in compliance with certain loan-to-value ratios contained in certain of its loan agreements. These loan-to-value ratio shortfalls do not constitute events of default that would automatically trigger the full repayment of the loan. Based on the loan agreements, loan-to-value shortfalls may be remedied by the Company by providing additional collateral or repaying the amount of the shortfall. In addition, as of December 31, 2015, the Company was in breach of certain financial covenants, contained in the Company's loan agreements. Furthermore, the Company is in discussions to extend the maturity of three loan agreements dated October 5, 2007, March 13, 2008 and November 16, 2007 with outstanding balances at December 31, 2015 of $43,700, $27,567 and 12,500, respectively, which have lapsed. As a result of these incidents of non-compliance and of the cross default provisions contained in all of the Company's bank loan agreements, and in accordance with guidance related to the classification of obligations that are callable by the creditor, the Company has classified all of the amounts outstanding under its bank loans that were in breach as of December 31, 2015, amounting to $218,185 as current at December 31, 2015. |
Debt instrument covenant description | The loans contain covenants that restrict, without the bank's prior consent, changes in management and ownership of the vessels, the incurrence of additional indebtedness and mortgaging of vessels and changes in the general nature of the Company's business. The loans also contain certain financial covenants relating to the Company's financial position, operating performance and liquidity, including maintaining working capital above a certain level. The Company's secured credit facilities impose operating and negative covenants on the Company and its subsidiaries. These covenants may limit Dryships' subsidiaries' ability to, among other things, without the relevant lenders' prior consent (i) incur additional indebtedness, (ii) change the flag, class or management of the vessel mortgaged under such facility, (iii) create or permit to exist liens on their assets, (iv) make loans, (v) make investments or capital expenditures, and (vi) undergo a change in ownership or control. |
Financial Instruments and Fair Value Measurements - Consolidated Balance Sheets (Table) (Details) - USD ($) $ in Thousands |
Dec. 31, 2015 |
Dec. 31, 2014 |
---|---|---|
Derivative Not Designated as Hedging Instruments | ||
Interest rate swaps, assets | $ 411 | $ 11,086 |
Interest rate swaps, liabilities | 2,604 | 40,867 |
Total derivatives assets | 411 | 11,086 |
Total derivatives liabilities | 2,604 | 40,867 |
Financial instruments - current assets | ||
Derivative Not Designated as Hedging Instruments | ||
Interest rate swaps, assets | 0 | 0 |
Financial instruments - non-current assets | ||
Derivative Not Designated as Hedging Instruments | ||
Interest rate swaps, assets | 411 | 11,086 |
Financial instruments - current liabilities | ||
Derivative Not Designated as Hedging Instruments | ||
Interest rate swaps, liabilities | 2,604 | 30,447 |
Financial instruments - non-current liabilities | ||
Derivative Not Designated as Hedging Instruments | ||
Interest rate swaps, liabilities | $ 0 | $ 10,420 |
Financial Instruments and Fair Value Measurements - Derivatives not Designated as Hedging Instruments (Table) (Details) - USD ($) $ in Thousands |
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2015 |
Dec. 31, 2014 |
Dec. 31, 2013 |
|
Derivative Not Designated as Hedging Instruments | |||
Interest rate swaps | $ (11,601) | $ (15,528) | $ 8,373 |
Not Designated as Hedging Instrument | |||
Derivative Not Designated as Hedging Instruments | |||
Total | (11,601) | (15,528) | 8,373 |
Gain/(Loss) on interest rate swaps | Not Designated as Hedging Instrument | |||
Derivative Not Designated as Hedging Instruments | |||
Interest rate swaps | $ (11,601) | $ (15,528) | $ 8,373 |
Financial Instruments and Fair Value Measurements - Recurring Measurements (Table) (Details) - USD ($) $ in Thousands |
Dec. 31, 2015 |
Dec. 31, 2014 |
---|---|---|
Recurring measurements: | ||
Interest rate swaps - asset position | $ 411 | $ 11,086 |
Interest rate swaps - liability position | (2,604) | (40,867) |
On recurring basis | ||
Recurring measurements: | ||
Interest rate swaps - asset position | 411 | 11,086 |
Interest rate swaps - liability position | (2,604) | (40,867) |
Total | (2,193) | (29,781) |
On recurring basis | Significant Other Observable Inputs (Level 2) | ||
Recurring measurements: | ||
Interest rate swaps - asset position | 411 | 11,086 |
Interest rate swaps - liability position | (2,604) | (40,867) |
Total | $ (2,193) | $ (29,781) |
Financial Instruments and Fair Value Measurements - Non-Recurring Measurements for Long-lived Assets (Table) (Details) - On nonrecuring basis - USD ($) $ in Thousands |
Dec. 31, 2015 |
Dec. 31, 2014 |
---|---|---|
Quoted Prices in Active Markets for Identical Assets/ Liabilities (Level 1) | ||
Non-Recurring measurements: | ||
Total | $ 514,047 | |
Significant Other Observable Inputs (Level 2) | ||
Non-Recurring measurements: | ||
Long-lived assets held and used | $ 10,500 | |
Total | $ 208,099 | $ 10,500 |
Financial Instruments and Fair Value Measurements - Non-Recurring Measurements (Table) (Details) - USD ($) $ in Thousands |
Dec. 31, 2015 |
Dec. 31, 2014 |
---|---|---|
Non-Recurring measurements: | ||
Vessels held for sale | $ 216,026 | $ 0 |
On nonrecuring basis | Quoted Prices in Active Markets for Identical Assets/ Liabilities (Level 1) | ||
Non-Recurring measurements: | ||
Investment in affiliate (Note 10) | 514,047 | |
Total | 514,047 | |
On nonrecuring basis | Significant Other Observable Inputs (Level 2) | ||
Non-Recurring measurements: | ||
Vessels held for sale | 208,099 | |
Total | $ 208,099 | $ 10,500 |
Common Stock and Additional Paid-in Capital - Net loss Attributable to DryShips and Transfers to the Non-controlling Interest (Table) (Details) - USD ($) $ in Thousands |
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2015 |
Dec. 31, 2014 |
Dec. 31, 2013 |
|
Net Loss Attributable To DryShips Inc And Transfers To Noncontrolling Interest [Abstract] | |||
Net loss attributable to Dryships Inc. | $ (2,847,061) | $ (47,512) | $ (223,093) |
Transfers to the non-controlling interest: | |||
Decrease in Dryships Inc. equity for reduction in subsidiary ownership | (49,444) | (4,758) | (45,542) |
Net transfers to the non-controlling interest | (49,444) | (4,758) | (45,542) |
Net loss attributable to Dryships Inc. and transfers to/from the non-controlling interest | $ (2,896,505) | $ (52,270) | $ (268,635) |
Equity Incentive Plan - Non-vested shares (Table) (Details) - $ / shares |
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2015 |
Dec. 31, 2014 |
Dec. 31, 2013 |
|
Number of non-vested shares | |||
Number of non vested shares | |||
Balance | 289,334 | 226,667 | 240,200 |
Granted | 132,000 | 40,000 | |
Vested | (97,333) | (69,333) | (53,533) |
Balance | 192,001 | 289,334 | 226,667 |
Weighted average grant date fair value per non vested shares | |||
Weighted average grant date fair value per non vested shares | |||
Balance | $ 3.81 | $ 5.09 | $ 5.5 |
Granted | 1.87 | 2.01 | |
Vested | 3.38 | 4.31 | 4.63 |
Balance | $ 4.02 | $ 3.81 | $ 5.09 |
Equity Incentive Plan - Vested Shares (Table) (Details) - $ / shares |
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2015 |
Dec. 31, 2014 |
Dec. 31, 2013 |
|
Number of vested shares | |||
Number of vested shares | |||
Balance at beginning of year | 466,787 | 397,454 | 343,921 |
Granted and vested | 16,000 | 13,333 | |
Non vested shares granted in prior years and vested in year | 97,333 | 53,333 | 40,200 |
Balance at end of year | 564,120 | 466,787 | 397,454 |
Weighted average grant date fair value per vested shares | |||
Weighted average grant date fair value per vested shares | |||
Balance at beginning of year | $ 11.42 | $ 12.66 | $ 13.91 |
Granted and vested | 3.26 | 2.01 | |
Non vested shares granted in prior years and vested in current year | 3.38 | 4.63 | 5.5 |
Balance at end of year | $ 10.03 | $ 11.42 | $ 12.66 |
Commitments and Contingencies - Contractual Charter Revenue (Details) $ in Thousands |
Dec. 31, 2015
USD ($)
|
---|---|
Unbilled Receivables, Not Billable at Balance Sheet Date [Abstract] | |
Twelve months ending December 31, 2016 | $ 53,826 |
Twelve months ending December 31, 2017 | $ 17,520 |
Accumulated other comprehensive income/ (loss) (Table) (Details) - USD ($) $ in Thousands |
Dec. 31, 2015 |
Dec. 31, 2014 |
---|---|---|
Total | $ 233 | $ (6,622) |
Attributable to Dryships | ||
Cash flows hedges realized gain/(loss) | 225 | (8,570) |
Actuarial pension gain | 8 | 1,948 |
Total | 233 | (6,622) |
Attributable to non controlling interest | ||
Cash flows hedges realized gain/(loss) | 0 | (5,878) |
Actuarial pension gain | 0 | 1,336 |
Total | 0 | (4,542) |
Total | ||
Cash flows hedges realized gain/(loss) | 225 | (14,448) |
Actuarial pension gain | 8 | 3,284 |
Total | $ 233 | $ (11,164) |
Interest and Finance Costs (Table) (Details) - USD ($) $ in Thousands |
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2015 |
Dec. 31, 2014 |
Dec. 31, 2013 |
|
Interest and Finance Costs [Abstract] | |||
Interest incurred on long-term debt | $ 150,061 | $ 317,445 | $ 251,596 |
Interest, amortization and write-off of financing fees on loan from affiliate | 3,642 | 0 | 0 |
Amortization and write-off of financing fees | 23,834 | 50,551 | 46,006 |
Discount on receivable from drilling contract | 4,048 | 0 | 0 |
Amortization of convertible notes discount | 0 | 45,261 | 43,769 |
Amortization of share lending agreement-note issuance costs | 0 | 2,733 | 2,974 |
Commisions, commitment fees and other financial expenses | 2,607 | 34,256 | 57,498 |
Capitalized interest | (12,060) | (39,225) | (69,714) |
Total | $ 172,132 | $ 411,021 | $ 332,129 |
Segment Information - Reconciliation of Interest and Finance Costs (Table) (Details) - USD ($) $ in Thousands |
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2015 |
Dec. 31, 2014 |
Dec. 31, 2013 |
|
Segment Reporting Information [Line Items] | |||
Interest and finance costs | $ 172,132 | $ 411,021 | $ 332,129 |
Interest income | 527 | 12,146 | $ 12,498 |
Total Assets | 476,052 | 10,359,370 | |
Total Assets for reportable segments | |||
Segment Reporting Information [Line Items] | |||
Interest and finance costs | 177,655 | 412,185 | |
Interest income | 6,050 | 13,310 | |
Total Assets | 476,052 | 10,476,589 | |
Elimination of intersegment interest/ receivables | |||
Segment Reporting Information [Line Items] | |||
Interest and finance costs | (5,523) | (1,164) | |
Interest income | (5,523) | (1,164) | |
Total Assets | $ 0 | $ (117,219) |
Segment Information - Revenue per country (Table) (Details) - USD ($) $ in Thousands |
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2015 |
Dec. 31, 2014 |
Dec. 31, 2013 |
|
Total leasing and service revenues | $ 725,805 | $ 1,817,077 | $ 1,180,250 |
Congo | |||
Total leasing and service revenues | 31,807 | 0 | 0 |
Norway | |||
Total leasing and service revenues | 101,584 | 220,044 | 157,740 |
Brazil | |||
Total leasing and service revenues | 253,283 | 581,635 | 353,397 |
Ivory Coast | |||
Total leasing and service revenues | 12,065 | 97,232 | 86,486 |
Tanzania | |||
Total leasing and service revenues | 0 | 0 | 72,083 |
Angola | |||
Total leasing and service revenues | 275,410 | 807,742 | 227,603 |
Falkland | |||
Total leasing and service revenues | 51,656 | 0 | 0 |
Gabon/ West Africa | |||
Total leasing and service revenues | 0 | 110,424 | 81,104 |
Liberia | |||
Total leasing and service revenues | 0 | 0 | 55,601 |
Ireland | |||
Total leasing and service revenues | 0 | 0 | 104,014 |
Sierra Leone | |||
Total leasing and service revenues | 0 | 0 | 37,272 |
Other | |||
Total leasing and service revenues | $ 0 | $ 0 | $ 4,950 |
Losses per share (Table) (Details) - USD ($) $ / shares in Units, $ in Thousands |
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2015 |
Dec. 31, 2014 |
Dec. 31, 2013 |
|
Earnings per Share Reconciliation [Abstract] | |||
Net income/ (loss) attributable to DryShips Inc. | $ (2,847,061) | $ (47,512) | $ (223,093) |
Less: Non-vested common stock dividends declared and undistributed earnings | (570) | (697) | (56) |
Basic EPS | |||
Income/(loss) available to common stockholders | $ (2,847,631) | $ (48,209) | $ (223,149) |
Weighted-average number of outstanding shares (denominator) | 26,598,361 | 18,241,265 | 15,362,532 |
Amount per share | $ (107.06) | $ (2.64) | $ (14.53) |
Diluted EPS | |||
Income/ (Loss) available to common stockholders | $ (2,847,631) | $ (48,209) | $ (223,149) |
Weighted average number of shares, diluted | 26,598,361 | 18,241,265 | 15,362,532 |
Amount per share | $ (107.06) | $ (2.64) | $ (14.53) |
Income Taxes - Ocean Rig Income/(Losses) Before Taxes by Country (Table) (Details) - USD ($) $ in Thousands |
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2015 |
Dec. 31, 2014 |
Dec. 31, 2013 |
|
Total income before taxes | $ (1,073,989) | $ 135,843 | $ (153,437) |
Drilling Segment | |||
Domestic income / (loss) (Republic of the Marshall Islands) | 90,181 | (161,913) | (66,604) |
Foreign income | 42,277 | 499,539 | 174,518 |
Total income before taxes | $ 132,458 | $ 337,626 | $ 107,914 |
Income Taxes - Entity's Total Income Tax Expense for the Period and Statutory Tax Rate (Table) (Details) - USD ($) $ in Thousands |
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2015 |
Dec. 31, 2014 |
Dec. 31, 2013 |
|
Income taxes | $ 37,119 | $ 77,823 | $ 44,591 |
Drilling Segment | |||
Current Tax expense | 37,119 | 77,823 | 44,591 |
Income taxes | $ 37,119 | $ 77,823 | $ 44,591 |
Effective tax rate | 28.00% | 23.10% | 41.30% |
Income Taxes - Reconciliation of Total Tax Expense (Table) (Details) - USD ($) $ in Thousands |
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2015 |
Dec. 31, 2014 |
Dec. 31, 2013 |
|
Total | $ 37,119 | $ 77,823 | $ 44,591 |
Drilling Segment | |||
Differences in tax rates | 0 | 0 | 89 |
Adjustments in respect to current income tax of previous years | 0 | 0 | 683 |
Tax rate on interest | 0 | 0 | 742 |
Effect of exchange rate differences | 0 | 0 | 7 |
Income tax | 37,119 | 70,441 | 43,070 |
Taxes on litigation matters subject to statutory rates, including interest and penalties | 0 | 7,382 | 0 |
Total | $ 37,119 | $ 77,823 | $ 44,591 |
Income Taxes - Deferred Tax Assets (Table) (Details) - Drilling Segment - USD ($) $ in Thousands |
Dec. 31, 2015 |
Dec. 31, 2014 |
---|---|---|
Net operations loss carry forward | $ 0 | $ 0 |
Accelerated depreciation of assets | 55 | 101 |
Pension | 904 | 1,184 |
Total deferred tax assets | 959 | 1,285 |
Less: valuation allowance | (959) | (1,285) |
Total deferred tax assets, net | $ 0 | $ 0 |
Income Taxes - Additional Information (Details) |
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2015 |
Dec. 31, 2014 |
Dec. 31, 2013 |
|
Angola | |||
Withholding Tax as a percentage of Current Tax Expense | 48.00% | 64.00% | |
Angola, Tanzania, Sierra Leone, Liberia and Gabon | |||
Withholding Tax as a percentage of Current Tax Expense | 72.00% | ||
Republic of the Marshall Islands | |||
Percentage Of Marshall Islands And Malta Subsidiaries Stock Treated As Owned By Individuals Resident In Marshall Islands | 100.00% | 100.00% | 100.00% |
Tax rate | 0.00% | 0.00% | 0.00% |
Schedule I - Condensed Financial Information Of Dryships Inc. - Statements Of Operations (Table) (Details) - USD ($) $ / shares in Units, $ in Thousands |
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2015 |
Dec. 31, 2014 |
Dec. 31, 2013 |
|
EXPENSES: | |||
Gain on sale of assets | $ 673,850 | $ 0 | $ 0 |
General and administrative expenses | (104,912) | (193,686) | (184,722) |
Operating income/(loss) | (881,508) | 543,179 | 155,576 |
OTHER INCOME / (EXPENSES): | |||
Interest and finance costs | (172,132) | (411,021) | (332,129) |
Interest income | 527 | 12,146 | 12,498 |
Loss on interest rate swaps | (11,601) | (15,528) | 8,373 |
Other, net | (9,275) | 7,067 | 2,245 |
Total other expenses, net | (192,481) | (407,336) | (309,013) |
NET INCOME/(LOSS) | $ (2,808,086) | $ 58,020 | $ (198,028) |
Loss per share, basic | $ (107.06) | $ (2.64) | $ (14.53) |
Weighted average number of shares, basic | 26,598,361 | 18,241,265 | 15,362,532 |
Loss per share, diluted | $ (107.06) | $ (2.64) | $ (14.53) |
Weighted average number of shares, diluted | 26,598,361 | 18,241,265 | 15,362,532 |
Dryships Inc. | |||
EXPENSES: | |||
Gain on sale of assets | $ 131,416 | $ 0 | $ 0 |
General and administrative expenses | (23,077) | (23,893) | (21,090) |
Operating income/(loss) | 108,339 | (23,893) | (21,090) |
OTHER INCOME / (EXPENSES): | |||
Interest and finance costs | (23,471) | (88,753) | (89,124) |
Interest income | 34 | 989 | 226 |
Loss on interest rate swaps | (554) | (739) | (774) |
Other, net | (309) | (220) | (430) |
Total other expenses, net | (24,300) | (88,723) | (90,102) |
Equity in earnings/(loss) of subsidiaries (Eliminated in consolidation) | (2,931,100) | 65,104 | (112,404) |
NET INCOME/(LOSS) | $ (2,847,061) | $ (47,512) | $ (223,596) |
Loss per share, basic | $ (107.04) | $ (2.6) | $ (14.55) |
Weighted average number of shares, basic | 26,598,361 | 18,241,265 | 15,362,532 |
Loss per share, diluted | $ (107.04) | $ (2.6) | $ (14.55) |
Weighted average number of shares, diluted | 26,598,361 | 18,241,265 | 15,362,532 |
Schedule I - Condensed Financial Information of Dryships Inc. - Principal Payments (Table) (Details) - USD ($) $ in Thousands |
Dec. 31, 2015 |
Dec. 31, 2014 |
---|---|---|
Year ending December 31, | ||
2016 | $ 218,185 | |
Total principal payments | 218,185 | $ 5,636,323 |
Less-Financing fees | (636) | (118,710) |
Total debt | 217,549 | $ 5,517,613 |
Dryships Inc. | ||
Year ending December 31, | ||
2016 | 121,572 | |
Total principal payments | 121,572 | |
Less-Financing fees | (1,046) | |
Total debt | $ 120,526 |
Schedule I - Condensed Financial Information of Dryships Inc. - Narratives (Details) - USD ($) $ in Thousands |
12 Months Ended | ||
---|---|---|---|
Dec. 31, 2015 |
Dec. 31, 2014 |
Dec. 31, 2013 |
|
Proceeds From Dividends Received | $ 29,755 | $ 44,631 | |
Loan reclassified as current | 218,185 | ||
Credit facilities dated March 31, 2006 and October 21, 2015 | |||
Maximum borrowing capacity | 121,572 | ||
Loan reclassified as current | 121,572 | ||
Revolving Credit Facility | |||
Maximum borrowing capacity | 60,000 | ||
Dryships Inc. | |||
Proceeds From Dividends Received | $ 29,755 | $ 44,631 | $ 0 |