Exhibit 99.1
Consolidated Financial Statements (Unaudited)
for the Three Months Ended March 31, 2007
StealthGas Inc.
Unaudited Condensed Consolidated Financial Statements
Index to condensed consolidated financial statements
|
|
Pages |
|
Unaudited Condensed Consolidated Balance Sheets –December 31, 2006 and March 31, 2007 |
3 |
|
Unaudited Condensed Consolidated Statements of Income for the three month periods ended March 31, 2006 and 2007 |
4 |
|
Unaudited Condensed Consolidated Statements of Cash Flows for the three month periods ended March 31, 2006 and 2007 |
5 |
|
Unaudited Condensed Consolidated Statement of Changes in Stockholders’ Equity for the three months ended March 31, 2007 |
6 |
|
Notes to the Unaudited Condensed Consolidated Financial Statements |
7 – 22 |
2
StealthGas Inc.
Unaudited Condensed Consolidated Balance Sheets
December 31, 2006 and March 31, 2007 (Expressed in United States Dollars, except share data)
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|
|
|
|
December 31, |
|
March 31, |
|
|
|
|
Note |
|
2006 |
|
2007 |
|
|
Assets |
|
|
|
|
|
|
|
|
Current assets |
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
|
|
11,146,871 |
|
7,447,782 |
|
|
Trade receivables |
|
|
|
1,096,645 |
|
1,284,900 |
|
|
Claim receivable |
|
|
|
289,922 |
|
31,478 |
|
|
Inventories |
|
4 |
|
746,874 |
|
598,983 |
|
|
Advances and prepayments |
|
|
|
270,370 |
|
294,912 |
|
|
Fair value of above market acquired time charter |
|
10 |
|
23,718 |
|
— |
|
|
Restricted cash |
|
|
|
4,317,338 |
|
4,752,029 |
|
|
Total current assets |
|
|
|
17,891,738 |
|
14,410,084 |
|
|
Non current assets |
|
|
|
|
|
|
|
|
Advances for vessel acquisitions |
|
5 |
|
— |
|
1,650,000 |
|
|
Advances for vessels under construction |
|
6 |
|
3,483,750 |
|
2,355,000 |
|
|
Vessels, net |
|
7 |
|
297,950,257 |
|
317,242,941 |
|
|
Deferred finance charges, net of
accumulated |
|
8 |
|
279,576 |
|
309,524 |
|
|
Total non current assets |
|
|
|
301,713,583 |
|
321,557,465 |
|
|
Total assets |
|
|
|
319,605,321 |
|
335,967,549 |
|
|
Liabilities and Stockholders’ Equity |
|
|
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
|
|
|
Payable to related party |
|
3 |
|
2,198,456 |
|
2,971,415 |
|
|
Trade accounts payable |
|
|
|
2,049,456 |
|
1,673,995 |
|
|
Other accrued liabilities |
|
9 |
|
4,681,488 |
|
2,791,664 |
|
|
Customer deposits |
|
12 |
|
660,000 |
|
643,500 |
|
|
Deferred income |
|
11 |
|
2,889,998 |
|
3,026,565 |
|
|
Current portion of long-term debt |
|
13 |
|
16,149,600 |
|
15,633,850 |
|
|
Total current liabilities |
|
|
|
28,628,998 |
|
26,740,989 |
|
|
Non current liabilities |
|
|
|
|
|
|
|
|
Derivative liability |
|
14 |
|
35,902 |
|
202,868 |
|
|
Customer deposits |
|
12 |
|
1,323,272 |
|
1,722,674 |
|
|
Fair value of below market acquired time charter |
|
10 |
|
1,016,281 |
|
893,467 |
|
|
Long-term debt |
|
13 |
|
124,798,640 |
|
138,823,890 |
|
|
Total non current liabilities |
|
|
|
127,174,095 |
|
141,642,899 |
|
|
Total liabilities |
|
|
|
155,803,093 |
|
168,383,888 |
|
|
Commitments and contingencies |
|
22 |
|
— |
|
— |
|
|
Stockholders’ equity |
|
|
|
|
|
|
|
|
Capital stock |
|
|
|
|
|
|
|
|
5,000,000 preferred shares
authorized and zero outstanding |
|
15 |
|
144,000 |
|
144,000 |
|
|
Additional paid-in capital |
|
16 |
|
150,607,621 |
|
150,607,621 |
|
|
Retained earnings |
|
|
|
12,826,845 |
|
16,749,299 |
|
|
Accumulated other comprehensive income |
|
14 |
|
223,762 |
|
82,741 |
|
|
Total stockholders’ equity |
|
|
|
163,802,228 |
|
167,583,661 |
|
|
Total liabilities and stockholders’ equity |
|
|
|
319,605,321 |
|
335,967,549 |
|
The accompanying notes are an integral part of these consolidated financial statements.
3
StealthGas Inc.
Unaudited Condensed Consolidated Statements of Income
(Expressed in United States Dollars, except share data)
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For The Three Months |
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||
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|
|
Note |
|
2006 |
|
2007 |
|
|
Revenues |
|
|
|
|
|
|
|
|
Voyage revenues |
|
|
|
16,937,918 |
|
20,744,106 |
|
|
Expenses |
|
|
|
|
|
|
|
|
Voyage expenses |
|
19 |
|
1,047,825 |
|
1,275,448 |
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|
Vessels’ operating expenses |
|
19 |
|
4,337,206 |
|
5,292,794 |
|
|
Management fees |
|
3 |
|
647,799 |
|
907,960 |
|
|
General and administrative expenses |
|
|
|
597,181 |
|
817,675 |
|
|
Depreciation |
|
7 |
|
2,807,660 |
|
3,661,831 |
|
|
Total expenses |
|
|
|
9,437,671 |
|
11,955,708 |
|
|
Income from operations |
|
|
|
7,500,247 |
|
8,788,398 |
|
|
Other income and (expenses) |
|
|
|
|
|
|
|
|
Interest and finance costs |
|
|
|
(1,357,294 |
) |
(2,392,209 |
) |
|
Change in fair value of derivatives |
|
|
|
642,960 |
|
(25,945 |
) |
|
Interest income |
|
|
|
186,060 |
|
262,044 |
|
|
Foreign exchange loss |
|
|
|
(13,280 |
) |
(9,834 |
) |
|
Other expenses, net |
|
|
|
(541,554 |
) |
(2,165,944 |
) |
|
Net income |
|
|
|
6,958,693 |
|
6,622,454 |
|
|
Earnings per share, basic and diluted |
|
|
|
0.50 |
|
0.46 |
|
|
Weighted average number of shares, basic and diluted |
|
|
|
14,000,000 |
|
14,400,000 |
|
The accompanying notes are an integral part of these consolidated financial statements.
4
StealthGas Inc.
Unaudited Condensed Consolidated Statements of Cash Flows
(Expressed in United States Dollars)
|
|
|
For The Three Months |
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||
|
|
|
2006 |
|
2007 |
|
|
Cash flows from operating activities |
|
|
|
|
|
|
Net income for the period |
|
6,958,693 |
|
6,622,454 |
|
|
Items included in net income not affecting cash flows: |
|
|
|
|
|
|
Depreciation and amortization |
|
2,817,579 |
|
3,682,678 |
|
|
Amortization of fair value of time charter |
|
(777,704 |
) |
(99,096 |
) |
|
Net (income) of vessel acquired from the Vafias Group |
|
(99,870 |
) |
— |
|
|
Change in fair value of derivatives |
|
(642,960 |
) |
25,945 |
|
|
Changes in operating assets and liabilities: |
|
|
|
|
|
|
(Increase)/decrease in |
|
|
|
|
|
|
Trade receivables |
|
(102,012 |
) |
(188,255 |
) |
|
Claim receivable |
|
(52,124 |
) |
(1,572 |
) |
|
Inventories |
|
(353,834 |
) |
147,891 |
|
|
Advances and prepayments |
|
(17,296 |
) |
(24,542 |
) |
|
Increase/(decrease) in |
|
|
|
|
|
|
Payable to related party |
|
187,501 |
|
772,959 |
|
|
Trade accounts payable |
|
503,639 |
|
(375,461 |
) |
|
Other accrued liabilities |
|
239,439 |
|
(1,889,824 |
) |
|
Deferred income |
|
630,692 |
|
136,567 |
|
|
Net cash provided by operating activities |
|
9,291,743 |
|
8,809,744 |
|
|
Cash flows from investing activities |
|
|
|
|
|
|
Insurance proceeds |
|
— |
|
260,016 |
|
|
Advances for vessel acquisitions |
|
— |
|
(1,650,000 |
) |
|
(Increase) in restricted cash account |
|
535,478 |
|
(434,691 |
) |
|
Acquisition of vessels |
|
(31,229,465 |
) |
(21,825,765 |
) |
|
Net cash (used in) investing activities |
|
(30,693,987 |
) |
(23,650,440 |
) |
|
Cash flows from financing activities |
|
|
|
|
|
|
Deemed dividends |
|
(287,500 |
) |
— |
|
|
Dividends paid |
|
(2,625,000 |
) |
(2,700,000 |
) |
|
Deferred finance charges |
|
(28,000 |
) |
(50,795 |
) |
|
Overdraft facility |
|
(200,000 |
) |
— |
|
|
Customer deposits |
|
— |
|
382,902 |
|
|
Loan repayment |
|
(1,356,750 |
) |
(6,808,000 |
) |
|
Proceeds from long-term debt |
|
14,000,000 |
|
20,317,500 |
|
|
Net cash provided by financing activities |
|
9,502,750 |
|
11,141,607 |
|
|
Net (decrease) in cash and cash equivalents |
|
(11,899,494 |
) |
(3,699,089 |
) |
|
Cash and cash equivalents at beginning of period |
|
23,210,243 |
|
11,146,871 |
|
|
Cash and cash equivalents at end of period |
|
11,310,749 |
|
7,447,782 |
|
|
Supplemental Cash Flow Information: |
|
|
|
|
|
|
Cash paid during the period for interest |
|
1,220,506 |
|
3,088,195 |
|
|
Non cash items: |
|
|
|
|
|
|
Fair value of below market acquired time charter |
|
479,000 |
|
— |
|
The accompanying notes are an integral part of these consolidated financial statements.
5
StealthGas Inc.
Unaudited Condensed Consolidated Statement of Changes in Stockholders’ Equity
For the three months ended March 31, 2007
(Expressed in United States Dollars, except share data)
|
|
|
Comprehensive |
|
Capital stock |
|
Amount |
|
Additional |
|
Retained |
|
Accumulated |
|
Total |
|
|
Balance as of January 1, 2007 |
|
|
|
14,400,000 |
|
144,000 |
|
150,607,621 |
|
12,826,845 |
|
223,762 |
|
163,802,228 |
|
|
Additional Paid-in Capital |
|
|
|
— |
|
— |
|
— |
|
|
|
— |
|
— |
|
|
Dividends paid |
|
|
|
— |
|
— |
|
— |
|
(2,700,000 |
) |
— |
|
(2,700,000 |
) |
|
Net income for the period |
|
6,622,454 |
|
— |
|
— |
|
— |
|
6,622,454 |
|
— |
|
6,622,454 |
|
|
Other comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- Cash flow hedges: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Swap contract |
|
(107,230 |
) |
|
|
|
|
|
|
|
|
(107,230 |
) |
(107,230 |
) |
|
Reclassification adjustment |
|
(33,791 |
) |
|
|
|
|
|
|
|
|
(33,791 |
) |
(33,791 |
) |
|
Comprehensive income |
|
6,481,433 |
|
— |
|
— |
|
— |
|
— |
|
|
|
— |
|
|
Balance, March 31, 2007 (unaudited) |
|
|
|
14,400,000 |
|
144,000 |
|
150,607,621 |
|
16,749,299 |
|
82,741 |
|
167,583,661 |
|
The accompanying notes are an integral part of these consolidated financial statements.
6
StealthGas Inc.
Notes to the condensed consolidated financial statements (unaudited)
(Expressed in United States Dollars)
|
1. |
Basis of Presentation and General Information |
The accompanying unaudited condensed consolidated financial statements include the accounts of StealthGas Inc. and its wholly owned subsidiaries (collectively, the “Company”) which, as of March 31, 2007 owned a fleet of twenty-nine liquefied petroleum gas (LPG) carriers providing worldwide marine transportation services under long, medium or short-term charters. StealthGas Inc. was formed under the laws of Marshall Islands on December 22, 2004.
As of December 31, 2004, under the direction of Stealth Maritime Corporation S.A., the shareholders of the vessel owning companies contributed all of their issued and outstanding shares of common stock to StealthGas Inc. and StealthGas Inc. became the sole owner of all the outstanding shares of all the subsidiaries mentioned in note 1a. below. The transaction described above constitutes a reorganization of companies under common control, and has been accounted for in a manner similar to a pooling of interests, as each ship-owning company was, indirectly, wholly owned by and under the common control of the Vafias Group prior to the transfer of ownership of the companies to StealthGas Inc. Accordingly, the consolidated financial statements of the Company have been presented as if the ship-owning companies were consolidated subsidiaries of the Company as of the dates indicated and using the combined historical carrying costs of the assets and the liabilities of the ship-owning companies listed in note 1a below.
The vessels noted in 1c. “Vafias Group of LPG Carriers” were acquired by affiliates of the Vafias Group from unrelated parties. The “Vafias Group of LPG Carriers” were acquired by the Company with a portion of the proceeds of the initial public offering. The Company and the Vafias Group of LPG Carriers are entities that are commonly controlled by the Vafias Group. Due to these relationships and the common control therein, the acquisition of the Vafias Group of LPG Carriers by the Company was accounted for as a combination of entities under common control in accordance with FASB statement No. 141 “Business Combinations” and EITF 02-05 “Definition of “Common Control” in relation to FASB Statement No. 141.” Such accounting resulted in the retroactive restatement of the historical financial statements of the Company as if the Vafias Group of LPG Carriers were consolidated subsidiaries of the Company for all periods presented.
|
(a) |
Ship-owning companies originally acquired by StealthGas Inc in 2004: |
|
Name of Company |
Vessel Name |
Acquisition Date |
cbm |
|
VCM Trading Ltd. |
Gas Prophet |
October 12, 2004 |
3,516.44 |
|
LPGONE Ltd. |
Gas Tiny |
October 29, 2004 |
1,319.96 |
|
Geneve Butane Inc |
Gas Courchevel |
November 24, 2004 |
4,102.00 |
|
Matrix Gas Trading Ltd. |
Gas Shanghai |
December 7, 2004 |
3,525.92 |
On October 19, 2006, “Gas Prophet” was renamed to “Ming Long” for the duration of the three years bare boat charter party.
|
(b) |
Ship-owning companies acquired by StealthGas Inc. in 2005: |
|
Name of Company |
Vessel Name |
Acquisition Date |
cbm |
|
Pacific Gases Ltd. |
Gas Emperor |
February 2, 2005 |
5,009.07 |
|
Semichlaus Exports Ltd. |
Gas Ice |
April 7, 2005 |
3,434.08 |
|
Ventspils Gases Ltd. |
Gas Arctic |
April 7, 2005 |
3,434.08 |
|
Industrial Materials Inc. |
Birgit Kosan |
April 11, 2005 |
5,013.33 |
|
Aracruz Trading Ltd. |
Gas Amazon |
May 19, 2005 |
6,562.41 |
|
Soleil Trust Inc. |
Gas Sincerity |
November 14, 2005 |
4,128.98 |
|
East Propane Inc. |
Catterick |
November 24, 2005 |
5,001.41 |
|
Petchem Trading Inc. |
Gas Spirit |
December 16, 2005 |
4,112.18 |
|
Malibu Gas Inc. |
Feisty Gas |
December 16, 2005 |
4,111.24 |
7
StealthGas Inc.
Notes to the condensed consolidated financial statements (unaudited)
(Expressed in United States Dollars)
|
1. |
Basis of Presentation and General Information - Continued |
|
(b) |
Ship-owning companies acquired by StealthGas Inc. in 2005: |
|
Northern Yield Shipping Ltd. |
Gas Legacy |
October 27, 2005 |
3,513.79 |
|
Triathlon Inc. |
Gas Marathon |
November 2, 2005 |
6,572.20 |
|
Iceland Ltd. |
Gas Crystal |
November 11, 2005 |
3,211.04 |
On April 3, 2006, the “Feisty Gas” was delivered to International Gases Inc., subsidiary of StealthGas Inc., and renamed to “Gas Zael”.
|
(c) |
Vafias’ Group of LPG carriers: |
|
Name of Company |
Vessel Name |
Acquisition Date |
cbm |
|
Gaz De Brazil Inc. |
Gas Prodigy |
October 15, 2004 |
3,014.59 |
|
Independent Trader Ltd. |
Gas Oracle |
April 26, 2005 |
3,014.59 |
|
Continent Gas Inc. |
Gas Chios |
May 20, 2005 |
6,562.09 |
|
Empire Spirit Ltd. |
Sweet Dream |
May 31, 2005 |
5,018.35 |
|
Jungle Investment Limited |
Gas Cathar |
July 27, 2005 |
7,517.18 |
|
East Technologies Ltd. |
Gas Crystal |
July 28, 2005 |
3,211.04 |
|
Quicksilver Shipping Limited |
Gas Legacy |
August 26, 2005 |
3,513.79 |
|
Triathlon Gas Inc. |
Gas Marathon |
October 3, 2005 |
6,572.20 |
|
Gass Success Ltd. |
Gas Eternity |
February 13, 2006 |
3,528.21 |
During the fourth quarter of 2005 and the first quarter of 2006, the above ship-owning companies were acquired by the Company with share purchase agreements except for the vessels Gas Crystal, Gas Legacy, Gas Marathon and Gas Eternity which were sold as assets to the newly formed subsidiaries of the Company, called Iceland Ltd., Northern Yield Shipping Ltd., Triathlon Inc and Balkan Profit Ltd.
|
(d) |
Ship-owning companies acquired by StealthGas Inc. in 2006: |
|
Name of Company |
Vessel Name |
Acquisition Date |
cbm |
|
Balkan Holding Inc. |
Gas Czar |
February 14, 2006 |
3,509.65 |
|
Transgalaxy Inc. |
Gas Fortune |
February 24, 2006 |
3,528.46 |
|
International Gases Inc |
Gas Zael |
April 03, 2006 |
4,111.24 |
|
Balkan Profit Ltd |
Gas Eternity |
March 09, 2006 |
3,528.21 |
|
Oxfordgas Inc. |
Lyne |
May 19, 2006 |
5,013.90 |
|
Energetic Peninsula Limited |
Sir Ivor |
May 26, 2006 |
5,000.00 |
|
Ocean Blue Limited |
Gas Nemesis |
June 15, 2006 |
5,016.05 |
|
Baroness Holdings Inc. |
Batangas |
June 30, 2006 |
3,244.04 |
|
(e) |
Ship-owning companies acquired by StealthGas Inc. in 2007: |
|
Name of Company |
Vessel Name |
Acquisition Date |
cbm |
|
Evolution Crude Inc. |
Gas Flawless |
February 1, 2007 |
6,300.00 |
The Company’s vessels are managed by Stealth Maritime Corporation S.A. - Liberia (the “Manager”), a related party. The Manager is a company incorporated in Liberia and registered in Greece on May 17, 1999 under the provisions of law 89/1967, 378/1968 and article 25 of law 27/75 as amended by the article 4 of law 2234/94. (See Note 3).
8
|
StealthGas Inc. |
|
2. |
Significant Accounting Policies |
Principles of Consolidation: The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and include the accounts of the StealthGas Inc. and its wholly owned subsidiaries referred to in notes 1(a), 1(b), 1(c), 1(d) and 1(e) above. Inter-company balances and transactions have been eliminated upon consolidation.
Interim Financial Information (Unaudited): The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the standards related to interim financial statements and, therefore, do not include all information and footnotes necessary for a fair presentation of financial position, results of operations and cash flows in conformity with accounting principles generally accepted in the United States of America. However, in the opinion of the management of the Company, all adjustments necessary for a fair presentation of financial position and operating results have been included in the statements. Interim results are not necessarily indicative of results for a full year. Reference is made to the December 31, 2006 consolidated financial statements of StealthGas Inc. contained in its Annual Report on Form 20-F for the year ended December 31, 2006.
Use of Estimates: The preparation of consolidated financial statements in conformity with US 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.
Other Comprehensive Income: The Company follows the provisions of Statement of Financial Accounting Standards No. 130 “Statement of Comprehensive Income” (SFAS 130) which requires separate presentation of certain transactions, such as unrealized gains and losses from cash flow hedges, which are recorded directly as components of stockholders’ equity.
Foreign Currency Translation: The functional currency of the Company and each of its subsidiaries is the U.S. Dollar because the Company’s vessels operate in international shipping markets, which utilize the U.S. Dollar as the functional currency. The accounting books of the Company 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 to reflect the current exchange rates. Resulting gains or losses are separately reflected in the accompanying consolidated statements of income.
Cash and Cash Equivalents: The Company considers highly liquid investments such as time deposits and certificates of deposit with original maturity of three months or less to be cash equivalents.
Restricted Cash: Restricted cash reflects deposits with certain banks that can only be used to pay the current loan installments.
Trade Receivables: The amount shown as trade receivables includes estimated recoveries from charterers for hire, freight and demurrage billings, net of allowance for doubtful accounts. During 2006 and for the three- month period ended March 31, 2007, all potentially un-collectible accounts are assessed individually for purposes of determining the appropriate provision for doubtful accounts. No provision for doubtful accounts is required at December 31, 2006 and March 31, 2007.
Claims Receivable: Claims receivable are recorded on the accrual basis and represent the claimable expenses, net of deductibles, incurred through each balance sheet date, which are expected to be recovered from insurance companies. Any remaining costs to complete the claims are included in accrued liabilities.
9
|
StealthGas Inc. |
|
2. |
Significant Accounting Policies - Continued |
Trade Accounts Payable: The amount shown as trade accounts payable at the balance sheet date includes payables to suppliers of port services, bunkers, and other goods and services payable by the Company.
Segmented Reporting: The Company has determined that it operates in one reportable segment, the sea transportation of liquefied gas.
Inventories: Inventories consist of bunkers (for vessels under voyage charter) and lubricants. The cost is determined by the first-in, first-out method. The Company considers victualling and stores as being consumed when purchased and, therefore, such costs are expensed when incurred.
Vessels Acquisitions: Vessels are stated at cost, which consists of the contract price less discounts and any material expenses incurred upon acquisition (initial repairs, improvements, acquisition and expenditures made to prepare the vessel for its initial voyage). Subsequent expenditures for conversions and major improvements are also capitalized when they appreciably extend the life, increase the earning capacity or improve the efficiency or safety of the vessels, and otherwise are charged to expenses as incurred.
The Company records all identified tangible and intangible assets associated with the acquisition of a vessel or liabilities at fair value. Where vessels are acquired with existing time charters, the Company allocates the purchase price to the time charters based on the present value (using an interest rate which reflects the risks associated with the acquired charters) of the difference between (i) the contractual amounts to be paid pursuant to the charter terms and (ii) management’s estimate of the fair market charter rate, measured over a period equal to the remaining term of the charter. The capitalized above-market (assets) and below-market (liabilities) charters are amortized as a reduction and increase, respectively, to voyage revenues over the remaining term of the charter.
Impairment of Long-lived Assets: The Company follows SFAS No. 144 “Accounting for the Impairment or Disposal of Long-lived Assets”. The standard requires that long-lived assets and certain identifiable intangible assets held and used or disposed of by an entity be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable. An impairment loss for an asset held for use should be recognized 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. Measurement of the impairment loss is based on the fair value of the asset as provided by third parties. In this respect, management regularly reviews the carrying amount of the vessels in connection with the estimated recoverable amount for each of the Company’s vessels. The Company had no impairment losses in any of the periods presented.
Vessels’ Depreciation: The cost of each of the Company’s vessels is depreciated on a straight-line basis over the vessels’ remaining economic useful life, after considering the estimated residual value. Management estimates the useful life of each of the Company’s vessels to be 30 years from the date of their construction.
Accounting for Special Survey and Dry-docking Costs: Special survey and dry-docking costs and all non-capitalizable repair and maintenance expenses are expensed in the period incurred.
Deferred Finance Charges: Fees incurred for obtaining new loans or refinancing existing ones are deferred and amortized to interest expense over the life of the related debt using the effective interest method. Unamortized fees relating to loans repaid or refinanced are expensed in the period the repayment or refinancing is made.
Pension and Retirement Benefit Obligations - Crew: The ship-owning companies included in the consolidation employ the crew on board under short-term contracts (usually up to seven months) and accordingly, they are not liable for any pension or any post-retirement benefits.
10
|
StealthGas Inc. |
|
2. |
Significant Accounting Policies - Continued |
Accounting for Revenue and Expenses: Revenue and expenses resulting from each voyage or time charter are accounted for on an accrual basis. Time charter revenues are recognized over the term of the charter as services are provided. Time charter revenues received in advance are recorded as liabilities (deferred income) until charter services are rendered. Under a voyage charter, the revenues and associated voyage costs are recognized on a pro-rata basis over the duration of the voyage.
Voyage costs comprise commissions, bunkers and port expenses. The impact of this method of recognizing voyage costs on a pro-rata basis is not materially different from a method of recognizing such costs as incurred.
The operating results of voyages in progress at a reporting date are estimated and recognized pro-rata on a per day basis. Probable losses on voyages are provided for in full at the time such losses can be estimated.
Vessel operating expenses comprise all expenses relating to the operation of the vessel, including crewing, repairs and maintenance, insurance, stores, lubricants and miscellaneous expenses. Vessel operating expenses are accounted for on an accrual basis.
Leasing: Leases are classified as capital leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.
Earnings per Share: Basic earnings per share are computed by dividing net income by the weighted average number of common shares outstanding during the period. Diluted earnings per share reflect the potential dilution that could occur if securities or other contracts to issue common stock were exercised. The Company had no dilutive securities outstanding for the three months ended March 31, 2006 and 2007.
Income Taxes: The Company is not liable for any income tax on its net income derived from shipping operations because the countries in which the subsidiaries ship-owning companies are incorporated do not levy tax on income, but rather a tonnage tax on the vessel. (Note 20)
Derivatives: The SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities” as amended, establishes accounting and reporting standards requiring that every derivative instrument (including certain derivative instruments embedded in other contracts) be recorded in the balance sheet as either an asset or liability measured at its fair value, with changes in the derivatives’ fair value recognized currently in earnings unless specific hedge accounting criteria are met. On December 31, 2006, the Company had three interest rate swaps outstanding with an approximate fair value of $35,902 (liability). Changes in the estimated fair value of those instruments are recognized in the consolidated statement of income.
During 2006, the Company engaged in an interest rate swap agreement in order to hedge the exposure of interest rate fluctuations associated with the cash flows on a portion of the Company’s variable rate borrowings (Note 13, 14). This swap agreement is designated and qualifies as a cash flow hedge. Its fair value is included in financial instruments in the accompanying consolidated balance sheets as at December 31, 2006 and March 31, 2007 with changes in the effective portion of the instrument’s fair value recorded in accumulated other comprehensive income. The ineffective portion of the change in fair value of the derivative financial instrument is immediately recognized in the consolidated statements of income. If the hedged item is a forecasted transaction that later is not expected to or will not occur, then the derivative financial instrument no longer qualifies as a cash flow hedge. As a result, fair value changes that were previously recorded in accumulated other comprehensive income are immediately recognized in earnings. In all other instances, when a derivative financial instrument ceases to be designated or to qualify as a cash flow hedge, the previously recorded changes in fair value remain in accumulated other comprehensive income until the hedged item affects earnings. It is the Company’s intention to hold this swap agreement to maturity.
11
|
StealthGas Inc. |
|
3. |
Transactions with Related Party |
The Manager provides the vessels with a wide range of shipping services such as chartering, technical support and maintenance, insurance, consulting, financial and accounting services, for a fixed daily fee of $440 or $125 if the vessel is on bareboat charter and a brokerage commission of 1.25% on freight, hire and demurrage per vessel. During 2006 the daily management fee rate was adjusted quarterly based on the United States Dollar/Euro exchange rate as published by Bloomberg LP two days prior to the end of the prior calendar quarter. For 2007 the daily management fee, after an amendment on January 1, 2007 of the Management Agreement, will be fixed at $440 or $125 depending on whether the vessel is on bareboat charter (an average of $369 or $118 for the quarter ended March 31, 2006, respectively). For the quarter ended March 31, 2007, total brokerage commissions of 1.25% amounted to $260,915 ($200,607 for the quarter ended March 31, 2006), and were included in voyage expenses. For the quarter ended March 31, 2007, the management fees were $907,960 ($647,799 for the quarter ended March 31, 2006)
The Manager also acts as a sales and purchase broker of the Company in exchange for a commission fee equal to 1% of the gross sale or purchase price of vessels or companies. As of December 31, 2006 and March 31, 2007 the amounts of $785,550 and $225,750, respectively, were capitalized to the cost of the vessels.
The Manager has subcontracted the technical management of the vessels to four unaffiliated ship-management companies, V.Ships Limited (“V.Ships”), Tesma Singapore Pte Ltd (“Tesma”), Hanseatic Shipping Co. Ltd (Cyprus) and Swan Shipping Corporation (Manila). These companies provide technical management to the Company’s vessels for a fixed annual fee per vessel. Such fees for the quarter ended March 31, 2007 amounted to $257,959 ($355,923 for the quarter ended March 31, 2006) and are included in the total management fees of $907,960 ($647,799 for the quarter ended March 31, 2006).
The current account balance with the Manager at December 31, 2006 and at March 31, 2007 was a liability of $2,198,456 and $2,971,415, respectively. The liability represents revenues collected less payments made by the Manager on behalf of the ship-owning companies.
The Company occupies office space that is owned by an affiliated company of the Vafias Group with which it has a three-year cancelable agreement for the provided office facilities. Rental expense for the quarter ended March 31, 2007 amounted to $7,991 ($7,259 for the quarter ended March 31, 2006).
|
4. |
Inventories |
The amounts shown in the accompanying consolidated balance sheets are analyzed as follows:
|
|
|
December 31, 2006 |
|
March 31, 2007 |
|
Bunkers |
|
240,692 |
|
89,536 |
|
Lubricants |
|
506,182 |
|
509,447 |
|
Total |
|
746,874 |
|
598,983 |
12
|
StealthGas Inc. |
|
5. |
Advances for Vessel Acquisitions |
The amount shown in the accompanying consolidated balance sheets for the quarter ended March 31, 2007 amounting to $1,650,000 represents advance payments to sellers for two LPG carriers, named “Gas Icon” (formerly “Dorado Gas”) and “Gas Sophie” (formerly “Virgo Gas”), with expected delivery in June and October 2007, respectively. The total purchase price of these two vessels is $16,500,000.
On March 30, 2007, the Company entered into separate memoranda of agreement with affiliated parties to acquire two additional vessels named “Gas Kalogeros” and “Gas Sikousis” which are both going to be delivered in July, 2007. There will be no advance payments made for these vessels.
|
6. |
Advances for Vessels Under Construction |
The amounts shown in the accompanying consolidated balance sheets as of December 31, 2006 and as of March 31, 2007 amounting to $3,483,750 and $2,355,000 respectively, represent advance payments to sellers for two vessels under construction, named “Gas Flawless” (formerly “Sunny Dream”, a 6,300 cbm LPG carrier), which was delivered to the Company on February 1, 2007, and the “Gas Haralambos” (formerly “Happy Dream”, a 7,000 cbm LPG carrier) with expected delivery in October 2007. The total purchase price of these two new vessels is $46,125,000.
|
7. |
Vessels, net |
|
|
|
Vessel cost |
|
Accumulated |
|
Net Book Value |
|
Balance, December 31, 2006 |
|
316,884,973 |
|
(18,934,716) |
|
297,950,257 |
|
Acquisitions |
|
22,954,515 |
|
–– |
|
22,954,515 |
|
Depreciation for the period |
|
–– |
|
(3,661,831) |
|
(3,661,831) |
|
Balance, March 31, 2007 |
|
339,839,488 |
|
(22,596,547) |
|
317,242,941 |
13
|
StealthGas Inc. |
|
7. |
Vessels, net - Continued |
Vessels cost are analyzed as follows:
|
|
Vessel |
|
Purchase |
|
Brokerage |
|
Pre-delivery |
|
Interest |
|
Fair value |
|
Total |
|
|
1 |
Ming Long |
|
8,316,000 |
|
84,000 |
|
86,549 |
|
— |
|
— |
|
8,486,549 |
|
|
2 |
Gas Tiny |
|
1,225,000 |
|
12,250 |
|
73,238 |
|
— |
|
— |
|
1,310,488 |
|
|
3 |
Gas Courchavel |
|
9,652,500 |
|
97,500 |
|
56,677 |
|
— |
|
— |
|
9,806,677 |
|
|
4 |
Gas Shanghai |
|
9,801,000 |
|
99,000 |
|
55,554 |
|
— |
|
— |
|
9,955,554 |
|
|
5 |
Gas Emperor |
|
11,385,000 |
|
115,000 |
|
30,753 |
|
(826 |
) |
— |
|
11,529,927 |
|
|
6 |
Gas Ice |
|
9,500,000 |
|
95,000 |
|
22,102 |
|
(2,515 |
) |
— |
|
9,614,587 |
|
|
7 |
Gas Arctic |
|
9,500,000 |
|
95,000 |
|
32,281 |
|
(2,590 |
) |
— |
|
9,624,691 |
|
|
8 |
Birgit Kosan |
|
12,500,000 |
|
125,000 |
|
10,860 |
|
(4,472 |
) |
— |
|
12,631,388 |
|
|
9 |
Gas Amazon |
|
9,250,000 |
|
92,500 |
|
129,070 |
|
(4,919 |
) |
— |
|
9,466,651 |
|
|
10 |
Gas Prodigy |
|
5,775,000 |
|
57,750 |
|
118,458 |
|
— |
|
2,150,000 |
|
8,101,208 |
|
|
11 |
Gas Chios |
|
11,000,000 |
|
110,000 |
|
45,418 |
|
(1,537 |
) |
— |
|
11,153,881 |
|
|
12 |
Gas Legacy |
|
12,500,000 |
|
125,000 |
|
74,495 |
|
(8,606 |
) |
— |
|
12,690,889 |
|
|
13 |
Gas Cathar |
|
19,557,135 |
|
196,950 |
|
14,703 |
|
(5,496 |
) |
— |
|
19,763,292 |
|
|
14 |
Gas Marathon |
|
14,400,000 |
|
144,000 |
|
7,692 |
|
(10,370 |
) |
— |
|
14,541,322 |
|
|
15 |
Gas Crystal |
|
8,500,000 |
|
85,000 |
|
40,533 |
|
(6,028 |
) |
— |
|
8,619,505 |
|
|
16 |
Gas Sincerity |
|
14,949,000 |
|
151,000 |
|
16,676 |
|
(3,451 |
) |
(265,000 |
) |
14,848,225 |
|
|
17 |
Catterick |
|
12,592,800 |
|
127,500 |
|
38,819 |
|
(950 |
) |
(421,000 |
) |
12,337,169 |
|
|
18 |
Gas Monarch |
|
14,000,000 |
|
140,000 |
|
14,700 |
|
(8,831 |
) |
— |
|
14,145,869 |
|
|
19 |
Gas Oracle |
|
4,850,000 |
|
48,500 |
|
36,423 |
|
(495 |
) |
700,000 |
|
5,634,428 |
|
|
20 |
Gas Spirit |
|
15,345,000 |
|
155,000 |
|
9,420 |
|
(1,131 |
) |
406,000 |
|
15,914,289 |
|
|
21 |
Gas Zael |
|
14,830,000 |
|
150,000 |
|
41,828 |
|
(1,095 |
) |
491,000 |
|
15,511,733 |
|
|
22 |
Gas Czar |
|
9,731,700 |
|
98,300 |
|
36,400 |
|
(826 |
) |
479,000 |
|
10,344,574 |
|
|
23 |
Gas Eternity |
|
12,625,000 |
|
126,250 |
|
21,588 |
|
— |
|
— |
|
12,772,838 |
|
|
24 |
Gas Fortune |
|
9,500,000 |
|
95,000 |
|
(9,249 |
) |
(258 |
) |
— |
|
9,585,493 |
|
|
25 |
Sir Ivor |
|
15,700,000 |
|
157,000 |
|
15,065 |
|
(3,541 |
) |
479,000 |
|
16,347,524 |
|
|
26 |
Lyne |
|
11,000,000 |
|
110,000 |
|
11,002 |
|
(1,567 |
) |
483,000 |
|
11,602,435 |
|
|
27 |
Gas Nemesis |
|
10,365,000 |
|
105,000 |
|
27,936 |
|
(2,439 |
) |
201,000 |
|
10,696,497 |
|
|
28 |
Batangas |
|
9,400,000 |
|
94,000 |
|
15,073 |
|
(1,783 |
) |
340,000 |
|
9,847,290 |
|
|
29 |
Gas Flawless |
|
22,575,000 |
|
225,750 |
|
157,977 |
|
(4,212 |
) |
— |
|
22,954,515 |
|
|
|
Total acquisition cost |
|
330,325,135 |
|
3,317,250 |
|
1,232,041 |
|
(77,938 |
) |
5,043,000 |
|
339,839,488 |
|
|
8. |
Deferred Finance Charges |
Deferred finance charges amounting to $417,795 represent fees paid to the lenders for obtaining the related loans, net of amortization. For the quarter ended March 31, 2007, the amortization of financing costs amounted to $20,847 ($9,919 for the quarter ended March 31, 2006) and is included in Interest and finance costs in the accompanying consolidated statements of income.
14
|
StealthGas Inc. |
|
9. |
Accrued Liabilities |
The amounts shown in the accompanying consolidated balance sheets are analyzed as follows:
|
|
|
December 31, 2006 |
|
March 31, 2007 |
|
|
Interest on long-term debt |
|
1,544,473 |
|
780,842 |
|
|
Administrating expenses |
|
1,049,836 |
|
697,055 |
|
|
Vessels’ operating and voyage expenses |
|
2,087,179 |
|
1,313,767 |
|
|
Total |
|
4,681,488 |
|
2,791,664 |
|
|
10. |
Fair value of acquired time charter |
The fair value of the time charters acquired at below / (above) fair market charter rates on the acquisition of the vessels is summarized below. These amounts are amortized on a straight-line basis to the end of the charter period. The amount of $99,096 is included in voyage revenues for the quarter ended March 31, 2007, ($705,938 was included in voyage revenues for the quarter ended March 31, 2006).
|
Vessel |
|
End of Time |
|
Fair value of |
|
Total |
|
Amortization for |
|
Unamortized |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value of acquired time charter - Asset |
|
|
|
|
|
|
|
||||
|
Gas Sincerity |
|
July 2006 |
|
(265,000 |
) |
265,000 |
|
— |
|
— |
|
|
Catterick |
|
January 2007 |
|
(421,000 |
) |
397,282 |
|
23,718 |
|
— |
|
|
Total |
|
|
|
(686,000 |
) |
662,282 |
|
23,718 |
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value of acquired time charter - Liability |
|
|
|
|
|
|
|
||||
|
Gas Prodigy |
|
March 2006 |
|
2,150,000 |
|
(2,150,000 |
) |
— |
|
— |
|
|
Gas Oracle |
|
May 2006 |
|
700,000 |
|
(700,000 |
) |
— |
|
— |
|
|
Gas Spirit |
|
June 2006 |
|
406,000 |
|
(406,000 |
) |
— |
|
— |
|
|
Gas Zael (e.x. Feisty Gas) |
|
August 2006 |
|
491,000 |
|
(491,000 |
) |
— |
|
— |
|
|
Gas Czar |
|
November 2006 |
|
479,000 |
|
(479,000 |
) |
— |
|
— |
|
|
Sir Ivor |
|
April 2009 |
|
479,000 |
|
(98,406 |
) |
(40,441 |
) |
340,153 |
|
|
Lyne |
|
April 2009 |
|
483,000 |
|
(101,732 |
) |
(40,513 |
) |
340,755 |
|
|
Gas Nemesis |
|
November 2006 |
|
201,000 |
|
(201,000 |
) |
— |
|
— |
|
|
Batangas |
|
June 2008 |
|
340,000 |
|
(85,581 |
) |
(41,860 |
) |
212,559 |
|
|
Total |
|
|
|
5,729,000 |
|
(4,712,719 |
) |
(122,814 |
) |
893,467 |
|
|
|
|
|
|
5,043,000 |
|
(4,050,437 |
) |
(99,096 |
) |
893,467 |
|
|
11. |
Deferred Income |
The amounts shown in the accompanying consolidated balance sheets amounted to $2,889,998 and $3,026,565 represent time charter revenues received in advance as of December 31, 2006 and as of March 31, 2007, respectively.
15
|
StealthGas Inc. |
|
12. |
Customer Deposits |
These amounts represent deposits received from charterers as guarantees and comprised as follows:
|
(a) On September 26, 2006 an amount of $1,320,000 was received from the bareboat charterer of LPG carrier “Ming Long” which is equal to one-year hire. This amount plus any interest earned ($35,174 up to March 31, 2007) will be returned to the charterer at the end of the three years bareboat charter. |
|
(b) On December 6, 2006 an amount of $643,500, net of commission of $16,500, was received from the charterer of LPG carrier “Gas Oracle” which is equal to three-months hire. This amount will be returned to the charterer at the end of the one year charter or when an acceptable letter of guarantee is presented to the Company. |
|
(c) On January 30, 2007 an amount of $367,500 was received from the bareboat charterer of LPG carrier “Gas Eternity” which is equal to three-months hire. This amount followed by a subsequent receipt of an eight-months hire (on April 12, 2007 amounted to $1,102,500) plus any interest earned will be returned to the charterer at the end of the three years bareboat charter. |
|
13. |
Long-term Debt |
The total long-term debt of the Company is analyzed as follows:
|
|
|
December 31, 2006 |
|
March 31, 2007 |
|
|
Current portion of long-term debt |
|
16,149,600 |
|
15,633,850 |
|
|
Long-term debt |
|
124,798,640 |
|
138,823,890 |
|
|
Total Long-term debt |
|
140,948,240 |
|
154,457,740 |
|
|
(a) In March 2005, the Company entered into a $54,000,000 loan agreement with Fortis Bank (the “Fortis Loan”). On June 10, 2005, on August 19, 2005, on November 19, 2005 and on February 19, 2006 the amounts of $3,580,500, $1,356,750, $1,356,750 and $1,356,750 respectively, were repaid, leaving an outstanding balance of $46,349,250. The term loan was fully drawn down on May 17, 2005 and was repayable in 32 equal consecutive quarterly installments from June 2005 through May 2013, of $1,356,750 plus a balloon payment of $7,003,500 payable together with the last installment. The term loan charged interest at LIBOR plus 0.90% and was secured by a first priority mortgage over the nine vessels involved plus the assignment of the vessels’ insurances, earnings and the vessels’ operating and retention accounts. |
Bank loan interest expense for the quarter ended March 31, 2006 amounted to $554,571 and is included in Interest and finance costs in the accompanying consolidated statements of income.
The outstanding balance was repaid from the refinancing as described below on May 31, 2006.
In May 2006, the Company entered into a $79,850,000 loan agreement with Fortis Bank Athens Branch (the “Fortis-Athens Loan”). The term loan was fully drawn down in four tranches. The three tranches of $11,000,000, $15,700,000 and $6,800,750 were drawn down on May 19, 2006, May 26, 2006, June 12, 2006, respectively in order to finance the acquisition of three LPG vessels, and the forth tranche of $46,349,250 was drawn down on May 31, 2006 in order to refinance the “Fortis Loan” described above.
The term loan is repayable from August 2006 through June 2016 in forty quarterly installments. The total facility loan will be repaid in four quarterly installments of $2,200,000 each, eight quarterly installments of $1,640,000 each, and twenty-eight quarterly installments of $1,560,000 each plus a balloon payment of $14,250,000 payable together with the last installment. The term loan charges interest at LIBOR plus 0.75% and is secured by a first priority mortgage over the twelve vessels involved plus the assignment of the vessels’ insurances, earnings and the vessels’ operating and retention accounts.
16
StealthGas Inc.
Notes to the condensed consolidated financial statements (unaudited)
(Expressed in United States Dollars)
|
|
13. Long-term Debt – Continued
The term loan contains financial covenants requiring the Company to ensure that the aggregate market value of the mortgaged vessels at all times exceed 130% of the amount outstanding under the term loan, to maintain minimum cash balance equivalent to 6 months interest in a pledged account with the Bank at all times, the leverage of the Company defined as Total Debt net of Cash should not exceed 80% of total market value adjusted assets, the Interest Coverage Ratio of the Company to be at all times greater than to 2.5:1 and that at least 30% of the Company is to always be owned by members of the Vafias family. There are also restrictions on the payment of dividends.
At March 31, 2007, the Company was in compliance with all covenants under the term loan and the amount outstanding of $73,250,000 bore an average interest rate (including the margin) of 6.12%.
Bank loan interest expense for the quarter ended March 31, 2007 amounted to $1,141,766 and is included in Interest and finance costs in the accompanying consolidated statements of income.
(b) In December 2005, the Company entered into a $50,000,000 loan agreement with DnB NOR bank (the “DnB Loan”). The term loan was fully drawn down in two tranches, an amount of $28,000,000 was drawn down on December 7, 2005, and an amount of $22,000,000 was drawn down on December 8, 2005 and was repayable from June 2006 through December 2015. In March 2006, the Company increased its facility by an additional $14,000,000 for a total of $64,000,000 by DnB NOR bank. The new term loan was fully drawn down in March 9, 2006. Also, in January 2007, the Company increased its facility by an additional $20,317,500 for a total of $84,317,500 by DnB NOR bank. The new term loan was fully drawn down on January 30, 2007 and the new total loan is repayable from March 2007 through March 2016.
The total facility loan will be repaid in two semi-annual installments of $4,608,000 each, four semi-annual installments of $3,862,125 each, and fourteen semi-annual installments of $3,094,125 each plus a balloon payment of $16,335,250 payable together with the last installment. The term loan charges interest at LIBOR plus 0.70% and is secured by a first priority mortgage over the vessels involved plus the assignment of the vessels’ insurances, earnings and the vessels’ operating and retention accounts, and the guarantee of StealthGas Inc.
The term loan contains financial covenants requiring the Company to ensure that the aggregate market value of the mortgaged vessels at all times exceeds 125% of the amount outstanding under the term loan, the leverage of the Company defined as Total Debt net of Cash should not exceed 80% of total market value adjusted assets, the Interest Coverage Ratio of the Company to be at all times equal or greater than to 2.5:1, and that at least 30% of the Company is to always be owned by members of the Vafias family. There are also restrictions on the payment of dividends and the Company should maintain minimum cash balance equivalent to 6 months interest in a pledged account with the Bank.
At March 31, 2007, the Company was in compliance with all covenants under the term loan and the amount outstanding was $75,101,500 and bore an average interest rate (including the margin) of 6.05%.
Bank loan interest expense for the quarter ended March 31, 2007 amounted to $1,090,279 ($720,014 for the quarter ended March 31, 2006) and is included in interest and finance costs in the accompanying consolidated statements of income.
(c) In June 2006, the Company entered into a $6,580,000 loan agreement with DnB NOR bank to finance the acquisition of one LPG vessel. The term loan was fully drawn down on June 29, 2006 and is repayable in two semi-annual installments of $473,760 each, four semi-annual installments of $315,840 each, and fourteen semi-annual installments of $236,880 each plus a balloon payment of $1,052,800 payable together with the last installment. The term loan charges interest at LIBOR plus 0.75% and is secured by a first priority mortgage over the vessel involved plus the assignment of the vessel’s insurances, earnings and the vessel’s operating and retention account, and the guarantee of StealthGas Inc.
17
StealthGas Inc.
Notes to the condensed consolidated financial statements (unaudited)
(Expressed in United States Dollars)
|
|
13. Long-term Debt – Continued
The term loan contains financial covenants requiring the Company to ensure that the aggregate market value of the mortgaged vessel at all times exceeds 125% of the amount outstanding under the term loan the leverage of the Company defined as Total Debt net of Cash should not exceed 80% of total market value adjusted assets, the Interest Coverage Ratio of the Company to be at all times greater than to 2.5:1, and that at least 30% of the Company is to always be owned by members of the Vafias family. There are also restrictions on the payment of dividends and the Company should maintain minimum cash balance equivalent to 6 months interest in a pledged account with the Bank.
At March 31, 2007, the Company was in compliance with all covenants under the term loan and the amount outstanding was $6,106,240 and bore an average interest rate (including the margin) of 6.06%.
Bank loan interest expense for the quarter ended March 31, 2007 amounted to $92,519 and is included in interest and finance costs in the accompanying consolidated statements of income.
The annual principal payments to be made, for the three loans, after March 31, 2007 are as follows:
|
March 31, |
|
Amount |
|
2008 |
|
14,915,930 |
|
2009 |
|
13,060,970 |
|
2010 |
|
12,902,010 |
|
2011 |
|
12,902,010 |
|
2012 |
|
12,902,010 |
|
Thereafter |
|
72,140,960 |
|
Total |
|
138,823,890 |
14. Interest Rate Swap Agreement
On March 31, 2005, the Company entered into an agreement to enter into an interest rate swap on the “Fortis Loan”. The initial amount of the swap was $22,549,000 amortizing to $4,764,250 over its six-year life commencing May 30, 2007. If the United States dollar three month LIBOR is less than 7.5%, the fixed rate is 4.55%. If the United States dollar three month LIBOR is equal to or higher than 7.5%, then the fixed rate will be the United States dollar three month LIBOR. As of March 31, 2007, the fair value of the instrument was $185,170 (asset) ($198,273 asset as of December 31, 2006).
On January 23, 2006, the Company entered into an agreement to enter into an interest rate swap on the “DnB Loan”. The initial amount of the swap was $22,500,000 amortizing to $4,410,000 over its ten-year life commencing March 9, 2006. If the United States dollar six month LIBOR is less than or equal to 5.75%, the fixed rate is 4.52%. If the United States dollar six month LIBOR is higher than 5.75%, then the fixed rate would be the United States dollar six month LIBOR less 1.23%. As of March 31, 2007, the fair value of the instrument was $123,213 (asset) ($169,846 asset as of December 31, 2006).
On May 22, 2006, the Company entered into an agreement to enter into an interest rate swap on the “DnB Loan” in order to hedge the Company’s variable interest rate exposure. The amount of the swap will be $25,000,000 over its five-year life commencing September 11, 2006. The rate is fixed throughout the period at 5.42%.
On December 7, 2006, the Company put in place the required documentation to allow the fair value of this swap arrangement to be recorded as a component of other comprehensive income. Prior to this date such documentation was not in place. As such, until December 6, 2006, the fair value of the instrument was recorded entirely in the balance sheet, in the amount of $649,455 (liability) with changes in its fair value currently recognized in the consolidated statement of income.
18
StealthGas Inc.
Notes to the condensed consolidated financial statements (unaudited)
(Expressed in United States Dollars)
|
|
14. Interest Rate Swap Agreement - Continued
Thereafter, the fair value of the instrument as of March 31, 2007 was $511,251 (liability) ($404,021 liability as of December 31, 2006) and the change in its fair value was recorded entirely as a component of other comprehensive income with the ineffective portion of the change in the fair value of the instrument amounted to $33,791 was immediately recognized in the consolidated statement of income as of March 31, 2007.
15. Common Stock
The total authorized common stock of the Company is 100,000,000 shares. On August 26, 2005, the Company effected a 60,000-for-one stock split. All share and per share data give retroactive effect to the stock split. On October 5, 2005 the Company completed its initial public offering. It issued eight million additional shares bringing the total number of shares outstanding to fourteen million. The holders of the shares are entitled to one vote on all matters submitted to a vote of stockholders and to receive all dividends, if any.
On August 3, 2006, Nike Investments Corporation agreed to purchase 400,000 newly issued shares of common stock from the Company at a price of $12.54 per share, representing the average of the closing prices of the common stock over the five trading days ended August 1, 2006. Mr. Thanassis J. Martinos, a director of StealthGas Inc., is the President and principal owner of Nike Investments Corporation. The transaction took place on August 7, 2006 and the Company now has 14,400,000 common shares outstanding.
16. Additional Paid-in Capital
The amounts shown in the accompanying consolidated balance sheets, as additional paid-in capital, represent payments made by the stockholders for the acquisitions of the Company’s vessels, or investments in the Company’s common stock.
17. Equity Compensation Plan
The Company’s board of directors has adopted an Equity Compensation Plan (“the Plan”), under which the Company’s employees, directors or other persons or entities providing significant services to us or our subsidiaries are eligible to receive stock-based awards including restricted stock, restricted stock units, unrestricted stock, bonus stock, performance stock and stock appreciation rights. The Plan is administered by the Compensation Committee of the Company’s board of directors and the aggregate number of shares of common stock reserved under this plan cannot exceed 10% of the number of shares of our common stock issued and outstanding at the time any award is granted. The Company’s board of directors may terminate the Plan at any time. The Plan expires ten years from the date of adoption. No awards under the Plan were granted as of March 31, 2007.
18. Dividends Paid
On February 23, 2007 the Company’s Board of Directors declared a cash dividend of $0.1875 cents per common share, payable on the March 12, 2007 to stockholders of record on the March 5, 2007. The total amount of $2,700,000 was paid on March 8, 2007.
19
|
StealthGas Inc. |
|
19. |
Voyage Expenses and Vessel Operating Expenses |
The amounts in the accompanying consolidated statements of income are analyzed as follows:
|
Voyage Expenses |
|
Quarter ended |
|
Quarter ended |
|
|
|
|
|
|
|
|
|
Port expenses |
|
265,382 |
|
336,441 |
|
|
Bunkers |
|
261,187 |
|
252,977 |
|
|
Commissions charged by third parties |
|
314,925 |
|
336,712 |
|
|
Commissions charged by related party |
|
200,607 |
|
260,915 |
|
|
Other voyage expenses |
|
5,724 |
|
88,403 |
|
|
Total |
|
1,047,825 |
|
1,275,448 |
|
|
Vessels’ Operating Expenses |
|
Quarter ended |
|
Quarter ended |
|
|
|
|
|
|
|
|
|
Crew wages and related costs |
|
2,380,792 |
|
2,829,302 |
|
|
Insurance |
|
386,343 |
|
383,570 |
|
|
Repairs and maintenance |
|
412,887 |
|
615,893 |
|
|
Spares and consumable stores |
|
860,540 |
|
942,670 |
|
|
Miscellaneous expenses |
|
296,644 |
|
521,359 |
|
|
Total |
|
4,337,206 |
|
5,292,794 |
|
|
20. |
Income Taxes |
Under the laws of the countries of the companies’ incorporation and/or vessels’ registration, the companies are not subject to tax on international shipping income, however, they are subject to registration and tonnage taxes, which have been included in Vessel operating expenses in the accompanying consolidated statements of income.
Pursuant to the Internal Revenue Code of the United States (the “Code”), U.S. source income from the international operations of ships is generally exempt from U.S. tax if the Company operating the ships meets certain requirements. Among other things, in order to qualify for this exemption, the Company operating the ships must be incorporated in a country, which grants an equivalent exemption from income taxes to U.S. corporations. All the Company’s ship-operating subsidiaries satisfy these initial criteria. In addition, these companies must be more than 50% owned by individuals who are residents, as defined, in the country of incorporation or another foreign country that grants an equivalent exemption to U.S. corporations. These companies also currently satisfy the more than 50% beneficial ownership requirement.
In addition, the management of the Company believes that by virtue of a special rule applicable to situations where the ship-operating companies are beneficially owned by a publicly traded company like the Company, the more than 50% beneficial ownership requirement can also be satisfied based on the trading volume and the anticipated widely-held ownership of the Company’s shares, but no assurance can be given that this will remain so in the future, since continued compliance with this rule is subject to factors outside the Company’s control.
20
|
StealthGas Inc. |
|
21. |
Financial Instruments |
The principal financial assets of the Company consist of cash, accounts receivable due from charterers and related party. The principal financial liabilities of the Company consist of accounts payable due to suppliers, related party and the loan repayable to the bank. The recorded value of all of the Company’s financial assets and liabilities approximate their fair value due to their short-term nature and the variable interest rate of the loan.
|
22. |
Commitments and Contingencies |
|
|
• |
From time to time the Company expects to be subject to legal proceedings and claims in the ordinary course of its business, principally personal injury and property casualty claims. Such claims, even if lacking merit, could result in the expenditure of significant financial and managerial resources. The Company is not aware of any current legal proceedings or claims. |
|
|
• |
In January 2005, the Company entered into a three-year cancelable operating lease for its office facilities that terminates in January 2008. Rental expense for the quarter ended March 31, 2007 was $7,991 ($7,259 for the quarter ended March 31, 2006). In October 2005, the Company entered into a three-year cancelable operating lease for an armored car that terminates in October 2008. Rental expense for the quarter ended March 31, 2007 was $11,090 ($10,291 for the quarter ended March 31, 2006). |
Future rental commitments were payable as follows:
|
After March 31, |
|
Office Lease |
|
Car Rent |
|
Total |
|
|
2007 |
|
23,603 |
|
45,021 |
|
68,624 |
|
|
2008 |
|
— |
|
26,427 |
|
26,427 |
|
|
|
|
23,603 |
|
71,448 |
|
95,051 |
|
|
|
• |
As described in Notes 5 and 6 above, in March 31, 2007 the Company entered into separate memoranda of agreement to acquire one vessel under construction and two second-hand vessels. As of March 31, 2007, the unpaid balance of the purchase price for these vessels was $70,545,000, net of $4,005,000 already advanced to the sellers. |
|
|
• |
On May 15, 2007, the Company’s vessel the Gas Shanghai was involved in a collision when it struck a local vessel that came across its bow as the Gas Shanghai was leaving the port of Ho Chi Minh City, Vietnam, with a pilot on board, after discharging its cargo. While the Gas Shanghai sustained only minor damage, the other, smaller vessel sank and eight of its seamen were lost. On June 27, 2007 the Gas Shanghai was permitted to leave the port and has reentered the Company's service. The vessel's captain and chief officer have been requested to remain in Ho Chi Minh City to assist in the completion of the investigation by the port authorities.The Company has reached settlements with the families of six of the lost seamen and has secured the claims of the remaining two. The Company has confirmed that its' protection and indemnity insurers have provided security to cover the vessel's third party liabilities and will settle them according to the vessel's proportion of liability as and when they become due. The Company does not expect these events to materially affect revenues for the second quarter. |
|
23. |
Subsequent Events |
|
|
(a) |
On May 21, 2007 the Company’s Board of Directors declared a cash dividend of $0.1875 cents per common share, payable on the June 12, 2007 to stockholders of record on the June 4, 2007. |
21
|
StealthGas Inc. |
|
23. |
Subsequent Events - Continued |
|
|
(b) |
On April 17, 2007 the Company signed a commitment letter with the Scotiabank Europe plc to finance the acquisition of four vessels, detailed in Note 5, by the Company’s wholly owned subsidiaries. The senior secured term loan facility amounted to $46,875,000 and will be fully drawn down no later than eight months from the date of commitment letter signed in two tranches. The first tranche amounted to $12,375,000 will be repayable in one installment of $462,891 six months after the drawdown following fifteen semi-annual installments of $617,188 each plus a balloon payment of $2,654,289 payable together with the last installment. The second tranche amounted to $34,500,000 will be repayable, with the first installment commencing six months after the drawdown, in twenty semi-annual installments of $1,060,000 each, plus a balloon payment of $13,300,289 payable together with the last installment. The term loan will charge interest at LIBOR plus 0.70% and will be secured by first priority mortgages over the vessels “Gas Icon” (formerly “Dorado Gas”), “Gas Sophie” (formerly “Virgo Gas”), “Gas Kalogeros” and “Gas Sikousis” plus a first priority mortgage over the vessel “Gas Zael”, already owned by the Company. Plus the assignment of the vessels’ insurances, earnings and the vessels’ operating and retention account, and the corporate guarantee of StealthGas Inc |
|
|
(c) |
On April 30, 2007, the Company entered into a memorandum of agreement to acquire one additional vessel named “Sea Bird II” which was subsequently delivered on May 18, 2007. |
|
|
(d) |
On May 8, 2007, the Company entered into three separate memoranda of agreement to acquire three additional vessels named “Gas Renovatio”(formerly “Cheviot”), “Chiltern” and “Gas Evoluzione” (formerly “Grampian”), which were going to be delivered in May, June and July 2007, respectively. The “Gas Renovatio” was subsequently delivered on May 29, 2007. The aggregate purchase price of the above four vessels is $38,184,000. |
|
|
(e) |
On May 16, 2007, the Company entered into a 60 day unsecured bridge facility with its affiliate Brave Maritime Corporation Inc. in the amount of $35,000,000 at a margin of 0.80% over three month Libor. The facility is extendable at the Company’s option for a further 60 day at the expiry of the facility. |
|
|
(f) |
On May 24, 2007 the Company drew down $9.0 million under the Brave Maritime Corporation Inc. Bridge Facility (see (e) above) to partially finance the acquisition of the Gas Renovatio. |
|
|
(g) |
On June 21, 2007, the Company signed the senior secured term loan agreement with Scotiabank Europe plc (see (b) above) and drew down $6,750,000 to partially finance the acquisition of the “Gas Icon”. |
|
|
(h) |
On June 22, 2007, the Company entered into a $25 million unamortizing interest rate swap arrangement with DnB NOR Bank ASA London whereby from September 11, 2007 until September 11, 2012 the Company will pay on a semi-annual basis to DnB Nor Bank 5.58% and receive from DnB NOR Bank six-month floating LIBOR. |
|
|
(i) |
On June 25, 2007, the Company drew down $9,000,000 under the Brave Maritime Corporation Inc. Bridge Facility (see (e) above) to part finance the acquisition of the “Chiltern”. |
|
|
(j) |
On June 27, 2007, the Company took delivery of the “Gas Icon” (formerly “Dorado Gas”). |
|
|
(k) |
On June 28, 2007, the Company took delivery of the "Chiltern". |
22