UNITED STATES SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
________________
FORM 10-Q/A
(Mark One)
x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2012
OR
¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
________________
Commission File Number 001–33831
EAGLE BULK SHIPPING INC.
(Exact name of Registrant as specified in its charter)
Republic of the Marshall Islands | 98–0453513 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
477 Madison Avenue New York, New York 10022 (Address of principal executive offices)(Zip Code) |
Registrant’s telephone number, including area code: (212) 785–2500
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
YES x NO ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
YES x NO ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated Filer ¨ Accelerated Filer x Non-accelerated Filer ¨ Smaller reporting company ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
YES ¨ NO x
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.
Common Stock, par value $0.01 per share, 15,771,496 shares outstanding as of August 9, 2012.
EXPLANATORY NOTE
This Amendment No. 1 on Form 10-Q/A (this "Amendment No. 1") amends the Quarterly Report on Form 10-Q of Eagle Bulk Shipping Inc. (the “Company”) for the period ended June 30, 2012, originally filed with the Securities and Exchange Commission (the “Commission”) on August 9, 2012 ("Original Filing"). This Amendment No. 1 is being filed solely to furnish a corrected Exhibit 101 that amends certain discrepancies contained in the Interactive Data Files furnished as Exhibit 101 to the Original Filing.
No other changes have been made in this Amendment No. 1 to the Original Filing. This Amendment No. 1 speaks as of the original date of the Original Filing, does not reflect events that may have occurred subsequent to the Original Filing date and does not, and does not purport to, amend, modify, update or restate in any way the information contained in the Original Filing.
Pursuant to Rule 406T of Regulation S–T, the Interactive Data Files attached as Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those Sections.
2 |
Item 6 – Exhibits
EXHIBIT INDEX
31.1 | Rule 13a-14(d) / 15d-14(a)_Certification of CEO* |
31.2 | Rule 13a-14(d) / 15d-14(a)_Certification of CFO* |
32.1 | Section 1350 Certification of CEO* |
32.2 | Section 1350 Certification of CFO* |
101. | The following materials from Eagle Bulk Shipping Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012, formatted in eXtensible Business Reporting Language (XBRL): (i) Consolidated Balance Sheets (unaudited) as of June 30, 2012 and December 31, 2011, (ii) Consolidated Statements of Operations (unaudited) for the three months and six months ended June 30, 2012 and 2011, (iii) Consolidated Statements of Comprehensive Income (unaudited) for the six months ended June 30, 2012 and 2011, (iv) Consolidated Statements of Stockholders' Equity (unaudited) for the six months ended June 30, 2012 and 2011, (v) Consolidated Statements of Cash Flows (unaudited) for the six months ended June 30, 2012 and 2011, and (vi) Notes to Consolidated Financial Statements (unaudited)** |
* | Previously filed. |
** | Furnished herewith. |
3 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
EAGLE BULK SHIPPING INC.
By: /s/ Sophocles N. Zoullas | |
Sophocles N. Zoullas | |
Chairman of the Board and | |
Chief Executive Officer | |
Date: August 14, 2012 | |
By: /s/ Adir Katzav | |
Adir Katzav | |
Chief Financial Officer | |
and Principal Accounting Officer | |
Date: August 14, 2012 |
4 |
Stock Incentive Plans (Details) (USD $)
|
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2012
|
Jun. 30, 2011
|
Jun. 30, 2012
|
Jun. 30, 2011
|
|
Stock Option Plans | $ 747,952 | $ 0 | $ 747,952 | $ 517,761 |
Restricted Stock Grants | 2,051,947 | 2,202,091 | 4,133,972 | 4,421,376 |
Total Non-cash compensation expense | $ 2,799,899 | $ 2,202,091 | $ 4,881,924 | $ 4,939,137 |
Derivative Instruments and Fair Value Measurements (Details 3) (USD $)
|
Jun. 30, 2012
|
Dec. 31, 2011
|
---|---|---|
Fair Value, Inputs, Level 1 [Member]
|
||
Assets: | ||
Bunker swaps | $ 0 | $ 142,750 |
Bunker derivative instruments | 0 | 0 |
Liabilities: | ||
Interest rate swaps | 0 | 0 |
Bunker swaps | 0 | 53,000 |
Bunker derivative instruments | 0 | 0 |
Fair Value, Inputs, Level 2 [Member]
|
||
Assets: | ||
Bunker swaps | 0 | 0 |
Bunker derivative instruments | 0 | 261,000 |
Liabilities: | ||
Interest rate swaps | 6,223,622 | 9,486,116 |
Bunker swaps | 0 | 0 |
Bunker derivative instruments | 0 | 104,640 |
Fair Value, Inputs, Level 3 [Member]
|
||
Assets: | ||
Bunker swaps | 0 | 0 |
Bunker derivative instruments | 0 | 0 |
Liabilities: | ||
Interest rate swaps | 0 | 0 |
Bunker swaps | 0 | 0 |
Bunker derivative instruments | $ 0 | $ 0 |
Vessels (Details) (USD $)
|
6 Months Ended |
---|---|
Jun. 30, 2012
|
|
Vessels and Vessel Improvements, at December 31, 2011 | $ 1,789,381,046 |
Purchase of Vessel Improvements | 58,520 |
Depreciation Expense | (37,360,998) |
Vessels and Vessel Improvements, at June 30, 2012 | $ 1,752,078,568 |
Earnings Per Common Share (Details) (USD $)
|
3 Months Ended | 6 Months Ended | ||||||||
---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2012
|
Jun. 30, 2011
|
Jun. 30, 2012
|
Jun. 30, 2011
|
|||||||
Net Income (loss) | $ (23,106,239) | $ (1,438,278) | $ (40,539,768) | $ (7,248,559) | ||||||
Weighted Average Shares - Basic ( in shares) | 15,880,392 | [1] | 15,642,830 | [1] | 15,815,594 | [1] | 15,641,477 | [1] | ||
Dilutive effect of stock options and restricted stock units ( in shares) | 0 | 0 | 0 | 0 | ||||||
Weighted Average Shares - Diluted ( in shares) | 15,880,392 | [1] | 15,642,830 | [1] | 15,815,594 | [1] | 15,641,477 | [1] | ||
Basic loss Per Share ( in dollars per share) | $ (1.46) | [1] | $ (0.09) | [1] | $ (2.56) | [1] | $ (0.46) | [1] | ||
Diluted loss Per Share ( in dollars per share) | $ (1.46) | [1] | $ (0.09) | [1] | $ (2.56) | [1] | $ (0.46) | [1] | ||
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New Accounting Pronouncements
|
6 Months Ended | ||
---|---|---|---|
Jun. 30, 2012
|
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New Accounting Pronouncements and Changes In Accounting Principles [Abstract] | |||
New Accounting Pronouncements and Changes in Accounting Principles [Text Block] |
In May 2011, the Financial Accounting Standards Board (“FASB”) issued amended guidance on fair value measurement and related disclosures. The new guidance clarified the concepts applicable for fair value measurement of non-financial assets and requires the disclosure of quantitative information about the unobservable inputs used in a fair value measurement. This guidance is effective for reporting periods beginning after December 15, 2011, and will be applied prospectively. The adoption of this amendment in 2012 did not have a material effect on the presentation of the Company’s consolidated financial statements.
In June and December 2011, FASB issued two Accounting Standard Updates, which amend guidance for the presentation of comprehensive income. The amended guidance requires an entity to present components of net income and other comprehensive income in one continuous statement, referred to as the statement of comprehensive income, or in two separate, but consecutive statements. The current option to report other comprehensive income and its components in the statement of stockholders’ equity has been eliminated. Although the new guidance changes the presentation of comprehensive income, there are no changes to the components that are recognized in net income or other comprehensive income under existing guidance. The Company adopted these ASUs using two consecutive statements beginning January 1, 2012, for all periods presented.
In December 2011, FASB issued an Accounting Standards Update for balance sheet, which contains new disclosure requirements regarding the nature of an entity''s rights of offset and related arrangements associated with its financial instruments and derivative instruments. Under U.S. GAAP, certain derivative and repurchase agreement arrangements are granted exceptions from the general off-setting model. The new disclosure requirement will provide financial statement users information regarding both gross and net exposures. This guidance is effective for annual and interim financial statements beginning on or after January 1, 2013. Retrospective application is required. The Company does not expect a material impact on the Company’s consolidated financial statements as a result of the adoption of this standard.
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