Exhibit
Exhibit 99.1
EAGLE BULK SHIPCO LLC
Eagle Bulk Shipco LLC (“Shipco” or “Issuer”), a wholly-owned subsidiary of Eagle Bulk Shipping Inc. (the “Parent Company”) is providing the unaudited condensed consolidated and unconsolidated financial information of Shipco for the three months ended December 31, 2018 and 2017 as required by those certain bond terms, dated as of November 22, 2017 (the "Bond Terms"), by and between Shipco, as issuer, and Nordic Trustee AS, a company existing under the laws of Norway, pursuant to which on November 28, 2017, Shipco issued $200.0 million in aggregate principal amount of 8.250% Senior Secured Bonds 2017/2022 (the “Norwegian Bond Debt”).
While the accompanying unaudited condensed consolidated and unconsolidated financial information are derived from the Parent Company’s audited consolidated financial statements, which were prepared in accordance with accounting principles generally accepted in the United States and included in the Parent Company's Annual Report on Form 10-K for the fiscal years ended December 31, 2018 and 2017 (the “Parent Company 10-K”), they have neither been reviewed nor audited by the Parent Company’s independent auditor. In accordance with the Bond Terms, Shipco’s audited unconsolidated and consolidated annual financial statements are required to be provided no later than 120 days after the end of the fiscal year end, or April 30, 2019. The unaudited financial information contained herein should be read in conjunction with the Parent Company’s audited consolidated financial statements and notes thereto included in the Parent Company 10-K, which was filed with the U.S. Securities and Exchange Commission on March 13, 2019.
EAGLE BULK SHIPCO LLC AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
|
| | | | | | | |
| | For the Three Months Ended |
| | December 31, 2018 | December 31, 2017 |
Revenues, net | | $ | 38,880,520 |
| $ | 32,922,128 |
|
| | | |
Voyage expenses | | 10,268,187 |
| 6,628,133 |
|
Vessel expenses | | 11,742,012 |
| 12,185,178 |
|
Depreciation and amortization | | 5,242,408 |
| 5,239,593 |
|
General and administrative expenses1 | | 3,917,737 |
| 4,248,195 |
|
Loss on Sale of Vessel2 | | 104,496 |
| — |
|
Total operating expenses | | 31,274,840 |
| 28,301,099 |
|
| | | |
Operating income | | 7,605,680 |
| 4,621,029 |
|
| | | |
Net interest expense3 | | 4,245,162 |
| 1,677,677 |
|
Other (income)/expense, net | | (92,402 | ) | 303,504 |
|
Total other expenses, net | | 4,152,760 |
| 1,981,181 |
|
Net income | | $ | 3,452,920 |
| $ | 2,639,848 |
|
1General and administrative expenses for the three months ended December 31, 2018 includes $1.8 million of management fees and $2.1 million of general and administrative costs which represent Shipco's share of the Parent Company's general and administrative costs, as per the existing management fee agreements. General and administrative expenses for the three months ended December 31, 2017 includes $1.4 million of management fees and $2.8 million, of general and administrative costs which represent Shipco's share of the Parent Company's general and administrative costs prior to the management fee agreements being established.
2Includes $0.1 million of management fees paid to Eagle Bulk Management LLC, a wholly-owned subsidiary of the Parent Company, representing 1% of the total sale proceeds of the vessel, Thrush.
3Interest expense for December 31, 2017 of $1.7 million was for one month of interest on the Norwegian Bond Debt from November 28, 2017 to December 31, 2017.
EAGLE BULK SHIPCO LLC AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
|
| | | | | | | |
| | December 31, 2018 | December 31, 2017 |
ASSETS: | | | |
Current assets: | | | |
Cash and cash equivalents | | $ | 19,273,740 |
| $ | 7,744,005 |
|
Accounts receivable | | 9,653,949 |
| 9,869,508 |
|
Accounts receivable - related party | | 1,400,000 |
| 41,830 |
|
Prepaid expenses | | 1,104,822 |
| 516,845 |
|
Inventories | | 8,411,747 |
| 7,174,889 |
|
Vessels held for sale | | 8,458,444 |
| — |
|
Other current assets | | 421,944 |
| 126,837 |
|
Total current assets | | 48,724,646 |
| 25,473,914 |
|
Noncurrent assets: | | | |
Vessels and vessel improvements, at cost, net of accumulated depreciation of $80,546,984 and $70,558,905, respectively | | 330,215,318 |
| 366,054,562 |
|
Restricted cash | | 10,878,968 |
| — |
|
Deferred Drydocking costs, net | | 6,386,377 |
| 6,765,953 |
|
Deferred financing costs - Super Senior Revolver Facility | | 285,342 |
| 190,000 |
|
Other assets | | 8,545,916 |
| — |
|
Total noncurrent assets | | 356,311,921 |
| 373,010,515 |
|
Total assets | | $ | 405,036,567 |
| $ | 398,484,429 |
|
LIABILITIES & MEMBER'S EQUITY | | | |
Current liabilities: | | | |
Accounts payable | | $ | 5,804,668 |
| $ | 3,448,101 |
|
Accrued interest | | 1,489,917 |
| 1,566,333 |
|
Other accrued liabilities | | 3,164,326 |
| 5,031,517 |
|
Fair value of derivatives | | — |
| 73,170 |
|
Unearned charter hire revenue | | 1,871,261 |
| 2,916,029 |
|
Current portion of long-term debt - Norwegian Bond Debt | | 8,000,000 |
| 4,000,000 |
|
Total current liabilities | | 20,330,172 |
| 17,035,150 |
|
Noncurrent liabilities: | | | |
Norwegian Bond Debt, net of debt discount and debt issuance costs | | 182,469,155 |
| 189,950,329 |
|
Total noncurrent liabilities | | 182,469,155 |
| 189,950,329 |
|
Total liabilities | | 202,799,327 |
| 206,985,479 |
|
| | | |
Member's equity: | | | |
Total Member's equity | | 202,237,240 |
| 191,498,950 |
|
Total liabilities and Member's equity | | $ | 405,036,567 |
| $ | 398,484,429 |
|
EAGLE BULK SHIPCO LLC (ISSUER ONLY)
UNCONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
|
| | | | | | | |
| | For the Three Months Ended |
| | December 31, 2018 | December 31, 2017 |
Net interest expense | | 4,245,162 |
| 1,677,677 |
|
Other (income)/expense, net | | (92,402 | ) | 303,504 |
|
Total other expenses, net | | 4,152,760 |
| 1,981,181 |
|
| | | |
Equity in net income of subsidiaries * | | 7,605,680 |
| 4,621,029 |
|
Net income | | $ | 3,452,920 |
| $ | 2,639,848 |
|
* Eliminated in the consolidated financial statements of the Issuer.
EAGLE BULK SHIPCO LLC (ISSUER ONLY)
UNCONSOLIDATED CONDENSED BALANCE SHEETS
(Unaudited)
|
| | | | | | | |
| | December 31, 2018 | December 31, 2017 |
ASSETS: | | | |
Current assets: | | | |
Cash and cash equivalents | | $ | 19,263,334 |
| $ | 7,391,945 |
|
Accounts receivable - related party | | 1,400,000 |
| — |
|
Prepaid expenses | | 42,509 |
| 18,615 |
|
Other current assets | | — |
| 126,837 |
|
Total current assets | | 20,705,843 |
| 7,537,397 |
|
Noncurrent assets: | | | |
Restricted cash | | 10,878,968 |
| — |
|
Investment in subsidiaries | | 362,450,570 |
| 380,305,385 |
|
Deferred financing costs - Super Senior Revolver Facility | | 285,342 |
| 190,000 |
|
Total noncurrent assets | | 373,614,880 |
| 380,495,385 |
|
Total assets | | $ | 394,320,723 |
| $ | 388,032,782 |
|
LIABILITIES & MEMBER'S EQUITY | | | |
Current liabilities: | | | |
Accrued interest | | 1,489,917 |
| 1,566,333 |
|
Other accrued liabilities | | 124,411 |
| 944,000 |
|
Fair value of derivatives | | — |
| 73,170 |
|
Current portion of long-term debt - Norwegian Bond Debt | | 8,000,000 |
| 4,000,000 |
|
Total current liabilities | | 9,614,328 |
| 6,583,503 |
|
Noncurrent liabilities: | | | |
Norwegian Bond Debt, net of debt discount and debt issuance costs | | 182,469,155 |
| 189,950,329 |
|
Total noncurrent liabilities | | 182,469,155 |
| 189,950,329 |
|
Total liabilities | | 192,083,483 |
| 196,533,832 |
|
Member's equity: | | | |
Total Member's equity | | 202,237,240 |
| 191,498,950 |
|
Total liabilities and Member's equity | | $ | 394,320,723 |
| $ | 388,032,782 |
|
Basis of presentation
Shipco is engaged in the ocean transportation of dry bulk cargoes worldwide through the ownership, charter and operation of dry bulk vessels. Shipco's fleet is comprised of Supramax and Ultramax bulk carriers and Shipco operates its business in one business segment. The operations of the vessels are managed by Eagle Bulk Management LLC, a wholly-owned subsidiary of the Parent Company. As of December 31, 2018, the Company owned and operated a modern fleet of 27 oceangoing vessels.
On November 28, 2017, Shipco issued into escrow $200,000,000 in aggregate principal amount of 8.250% Senior Secured Bonds 2017/2022 (the "Norwegian Bond Debt"), pursuant to the Bond Terms, dated as of November 22, 2017, by and between the Issuer and Nordic Trustee AS, as the Bond Trustee. After giving effect to an original issue discount of approximately 1% and deducting offering expenses of $3.1 million, the net proceeds from the issuance of the Norwegian Bond Debt were approximately $195.0 million.
Shipco entered into a commercial and technical management agreement on December 8, 2017 with Eagle Bulk Management LLC, a wholly-owned subsidiary of the Parent Company, for performance of technical and commercial services to vessels owned by Shipco at a fee of $150,000 per vessel per annum for commercial management services and $135,000 per vessel per annum for technical management services. Shipco also entered into an overhead sharing agreement which provides for an additional fee allocation of cash general and administrative expenses of Eagle Bulk Management LLC, based on relative ownership days of Shipco and its subsidiaries to the total consolidated ownership days of the Parent Company and all of its subsidiaries. The condensed statement of operations for the quarter ended December 31, 2018 consisted of $1.8 million of management fees and $2.1 million of allocated general and administrative expenses. The condensed consolidated balance sheet at December 31, 2018 included $1.4 million of accounts receivables from a related party for an erroneous cash transfer to an affiliate of the Parent Company which was repaid after year-end. Accounts payable in the condensed consolidated balance sheets at December 31, 2018 and 2017 include $0.2 million and $0.8 million, respectively, of management fees owed to Eagle Bulk Management LLC, a wholly-owned subsidiary of the Parent Company as per the existing management fee agreements. Additionally, Shipco also paid $0.1 million or 1% of the gross sales proceeds as fees related to the sale of the vessel Thrush.
The condensed statement of operations for the quarter ended December 31, 2017 reflects a management fee of $2.8 million pertaining to services provided by Eagle Bulk Management LLC to Shipco during the period prior to the execution of the management agreements, which management believes appropriately reflects the costs incurred to provide commercial, technical and administrative services to Shipco and its consolidated subsidiaries.