UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________

FORM 10-Q

(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, 2017

2018

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.)

300 First Stamford Place, 5thfloor

Stamford, Connecticut 06902

(Address of principal executive offices)(Zip Code)

Registrant’s telephone number, including area code:(203) 276–8100

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.

YESX

NO

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

YESX

NO

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer☐

Accelerated filer☐

filer☒

Emerging growth company ☐

Non-Accelerated filer☐

Smaller reporting company☒

(Do not check if a smaller reporting company)company☐ 

(Do not check if a smaller reporting company)
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

YES

YES
NOX

Number of shares of registrant’s common stock outstanding as of August 8, 2017: 74,103,956.

6, 2018: 73,037,457

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes☒ No☐







TABLE OF CONTENTS


  

Page

PART I

FINANCIAL INFORMATION

 

Item 1.

 
   
 

   
 

   
 

   
 

   
 

   
 

F-6
   

Item 2.

   

Item 3.

13
   

Item 4.

14
   

PART II

OTHER INFORMATION

 

Item 1.

15

Item 1A.

15

Item 2.

15

Item 3.

15

Item 4.

15

Item 5.

15

Item 6.

15

16





Effective as of the opening of trading on August 5, 2016, the Company completed a 1 for 20 reverse stock split (the “Reverse Stock Split”) of its issued and outstanding shares of common stock, par value $0.01 per share, as previously approved by our Board of Directors ( the "Board of Directors") and our shareholders. Proportional adjustments were made to the Company’s issued and outstanding common stock and to its common stock underlying stock options and other common stock-based equity grants outstanding immediately prior to the effectiveness of the Reverse Stock Split as well as the applicable exercise price. In addition, proportional adjustments were made to the number of shares of common stock issuable upon exercise of outstanding warrants and to the exercise price of such warrants, pursuant to the terms thereof. No fractional shares were issued in connection with the Reverse Stock Split, and shareholders who would have received a fractional share of common stock in connection with the Reverse Stock Split instead received a cash payment in lieu of such fractional share. All references to common stock and all per share data contained in this


CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Qfor the period ended June 30, 20172018 (the "Quarterly Report on Form 10-Q")have been retrospectively adjusted to reflect the Reverse Stock Split unless explicitly stated otherwise.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Private Securities Litigation Reform Act of 1995, and are intended to be covered by the safe harbor provided for under these sections. These statements may include words such as “believe,” “estimate,” “project,” “intend,” “expect,” “plan,” “anticipate,” and similar expressions in connection with any discussion of the timing or nature of future operating or financial performance or other events. Forward-looking statements reflect management’s current expectations and observations with respect to future events and financial performance.

Where we express an expectation or belief as to future events or results, such expectation or belief is expressed in good faith and believed to have a reasonable basis. However, our forward-looking statements are subject to risks, uncertainties, and other factors, which could cause actual results to differ materially from future results expressed, projected, or implied by those forward-looking statements. The principal factors that affect our financial position, results of operations and cash flows include, charter market rates, which have declined significantly from historic highs, periods of charter hire, vessel operating expenses and voyage costs, which are incurred primarily in U.S. dollars, depreciation expenses, which are a function of the cost of our vessels, significant vessel improvement costs and our vessels' estimated useful lives, and financing costs related to our indebtedness. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors which could include the following: (i) changes in demand in the dry bulk market, including, without limitation, changes in production of, or demand for, commodities and bulk cargoes, generally or in particular regions; (ii) greater than anticipated levels of dry bulk vessel newbuilding orders or lower than anticipated rates of dry bulk vessel scrapping; (iii) changes in rules and regulations applicable to the dry bulk industry, including, without limitation, legislation adopted by international bodies or organizations such as the International Maritime Organization and the European Union or by individual countries; (iv) actions taken by regulatory authorities including without limitation the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”); (v) changes in trading patterns significantly impacting overall dry bulk tonnage requirements; (vi) changes in the typical seasonal variations in dry bulk charter rates; (vii) changes in the cost of other modes of bulk commodity transportation; (viii) changes in general domestic and international political conditions; (ix) changes in the condition of the Company’s vessels or applicable maintenance or regulatory standards (which may affect, among other things, our anticipated drydocking costs); (x) significant deteriorations in charter hire rates from current levels or the inability of the Company to achieve its cost-cutting measures; and (xi) the outcome of legal proceeding in which we are involved; and other factors listed from time to time in our filings with the Securities and Exchange Commission (the “SEC”). This discussion also includes statistical data regarding world dry bulk fleet and orderbook and fleet age. We generated some of this data internally, and some waswere obtained from independent industry publications and reports that we believe to be reliable sources. We have not independently verified this data nor sought the consent of any organizations to refer to their reports in this Quarterly Report on Form 10-Q. We disclaim any intent or obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.




PART I: FINANCIAL INFORMATION

Item 1.Financial Statements

EAGLE BULK SHIPPING INC. AND SUBSIDIARIES


Condensed Consolidated Balance Sheets as of June 30, 20172018 and December 31, 20162017

(Unaudited)

  

June 30, 2017

  

December 31, 2016

 

ASSETS:

        

Current assets:

        

Cash and cash equivalents

 $68,683,505  $76,516,110 

Accounts receivable

  11,261,855   5,089,708 

Prepaid expenses

  3,065,114   3,093,962 

Inventories

  12,570,540   10,876,713 

Vessels held for sale

  15,210,204   8,688,601 

Other current assets

  1,217,330   22 

Total current assets

  112,008,548   104,265,116 

Noncurrent assets:

        

Vessels and vessel improvements, at cost, net of accumulated depreciation of $86,324,808 and $76,463,743, respectively

  662,179,523   567,592,950 

Advances for vessels purchase

  20,863,466   1,926,886 

Other fixed assets, net of accumulated amortization of $382,736 and $307,880, respectively

  760,811   632,805 

Restricted cash

  74,917   74,917 

Deferred drydock costs, net

  9,873,520   11,507,309 

Other assets

  1,026,744   381,634 

Total noncurrent assets

  694,778,981   582,116,501 

Total assets

 $806,787,529  $686,381,617 

LIABILITIES & STOCKHOLDERS' EQUITY

        

Current liabilities:

        

Accounts payable

 $7,841,063  $7,135,156 

Accrued interest

  13,655   28,872 

Other accrued liabilities

  8,114,876   11,545,447 

Fair value below contract value of time charters acquired

     820,313 

Unearned charter hire revenue

  6,415,987   6,046,032 

Total current liabilities

  22,385,581   25,575,820 

Noncurrent liabilities:

        

First Lien Facility, net of debt discount and debt issuance costs

  199,913,956   204,352,318 

Second Lien Facility, inclusive of payment-in-kind interest, net of debt discount and debt issuance costs

  58,615,505   51,591,226 

Ultraco Debt Facility, net of debt discount and debt issuance costs

  38,507,000    

Other liabilities

  320,046   483,132 

Fair value below contract value of time charters acquired

  2,840,962   3,896,482 

Total noncurrent liabilities

  300,197,469   260,323,158 

Total liabilities

  322,583,050   285,898,978 

Commitments and contingencies

        

Stockholders' equity:

        

Preferred stock, $0.01 par value, 25,000,000 shares authorized, none issued as of June 30, 2017and December 31, 2016, respectively

      

Common stock, $0.01 par value, 700,000,000 shares authorized, 70,329,050 and 48,106,827 shares issued and outstanding as of June 30, 2017 and December 31, 2016, respectively

  703,291   481,069 

Additional paid-in capital

  883,826,230   783,369,698 

Accumulated deficit

  (400,325,042

)

  (383,368,128

)

Total stockholders’ equity

  484,204,479   400,482,639 

Total liabilities and stockholders’ equity

 $806,787,529  $686,381,617 

 June 30, 2018 December 31, 2017
ASSETS:   
Current assets:   
Cash and cash equivalents$76,881,117
 $56,251,044
Accounts receivable13,072,691
 17,246,540
Prepaid expenses2,797,648
 3,010,766
Short-term investment
 4,500,000
Inventories11,911,398
 14,113,079
Vessel held for sale10,354,855
 9,316,095
Other current assets2,540,427
 785,027
Total current assets117,558,136
 105,222,551
Noncurrent assets:   
Vessels and vessel improvements, at cost, net of accumulated depreciation of $113,539,571 and $99,910,416, respectively686,424,065
 690,236,419
Advance for vessel purchase
 2,201,773
Other fixed assets, net of accumulated amortization of $432,225 and $343,799, respectively580,020
 617,343
Restricted cash74,917
 74,917
Deferred drydock costs, net11,584,365
 9,749,751
Deferred financing costs - Super Senior Facility285,342
 190,000
Other assets55,815
 57,181
Total noncurrent assets699,004,524
 703,127,384
Total assets$816,562,660
 $808,349,935
LIABILITIES & STOCKHOLDERS' EQUITY   
Current liabilities:   
Accounts payable$8,123,778
 $7,470,844
Accrued interest1,733,278
 1,790,315
Other accrued liabilities7,602,898
 11,810,366
Fair value of derivatives461,993
 73,170
Unearned charter hire revenue4,901,453
 5,678,673
Current portion of long-term debt19,812,713
 4,000,000
Total current liabilities42,636,113
 30,823,368
Noncurrent liabilities:   
Norwegian Bond Debt, net of debt discount and debt issuance costs186,381,482
 189,950,329
New First Lien Facility, net of debt discount and debt issuance costs52,353,586
 63,758,185
Ultraco Debt Facility, net of debt discount and debt issuance costs63,263,797
 59,975,162
Other liabilities216,924
 177,846
Fair value below contract value of time charters acquired2,159,062
 2,500,012
Total noncurrent liabilities304,374,851
 316,361,534
Total liabilities347,010,964
 347,184,902
Commitments and contingencies

 

Stockholders' equity:   
Preferred stock, $0.01 par value, 25,000,000 shares authorized, none issued as of June 30, 2018 and December 31, 2017, respectively
 
Common stock, $0.01 par value, 700,000,000 shares authorized, 70,516,466 and 70,394,307 shares issued and outstanding as of June 30, 2018 and December 31, 2017, respectively705,165
 703,944
Additional paid-in capital893,294,942
 887,625,902
Accumulated deficit(424,448,411) (427,164,813)
Total stockholders’ equity469,551,696
 461,165,033
Total liabilities and stockholders’ equity$816,562,660
 $808,349,935

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



EAGLE BULK SHIPPING INC. AND SUBSIDIARIES


Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 20172018 and 20162017

(Unaudited)

  

Three Months Ended

  

Six Months Ended

 
  

June 30,

2017

  

June 30,

2016

  

June 30,

2017

  

June 30,

2016

 

Revenues, net

 $53,631,224  $25,590,434  $99,486,281  $46,868,722 
                 

Voyage expenses

  13,379,664   7,450,149   26,733,011   16,694,196 

Vessel expenses

  19,308,802   18,594,587   37,264,321   39,075,222 

Charter hire expenses

  6,445,580   1,668,239   10,318,912   3,156,757 

Depreciation and amortization

  8,020,597   9,654,129   15,513,405   19,050,830 

General and administrative expenses

  8,589,979   4,874,719   16,368,800   10,206,062 

Refinancing expenses

     239,390      5,873,650 

Loss / (gain) on sale of vessels

  (1,805,785

)

  401,210   (1,897,899

)

  401,210 

Vessel impairment

           6,167,262 

Total operating expenses

  53,938,837   42,882,423   104,300,550   100,625,189 

Operating loss

  (307,613

)

  (17,291,989

)

  (4,814,269

)

  (53,756,467

)

                 

Interest expense

  6,858,716   4,902,857   13,303,747   7,720,503 

Interest income

  (185,641

)

  (58

)

  (375,439

)

  (3,512

)

Other (income) / expense

  (1,092,222

)

  300,785   (785,663

)

  300,785 

Total other expense, net

  5,580,853   5,203,584   12,142,645   8,017,776 

Net loss

 $(5,888,466

)

 $(22,495,573

)

 $(16,956,914

)

 $(61,774,243

)

                 

Weighted average shares outstanding:

                

Basic

  70,329,050   2,254,665   67,996,330   2,073,068 

Diluted

  70,329,050   2,254,665   67,996,330   2,073,068 
                 

Per share amounts:

                

Basic net loss

 $(0.08

)

 $(9.98

)

 $(0.25

)

 $(29.80

)

Diluted net loss

 $(0.08

)

 $(9.98

)

 $(0.25

)

 $(29.80

)

 Three Months Ended Six Months Ended
 June 30, 2018 June 30, 2017 June 30, 2018 June 30, 2017
Revenues, net$74,938,700
 $53,631,224
 $154,309,309
 $99,486,281
        
Voyage expenses17,204,964
 13,379,664
 39,719,556
 26,733,011
Vessel expenses20,577,116
 19,308,802
 41,655,773
 37,264,321
Charter hire expenses10,108,258
 6,445,580
 20,376,322
 10,318,912
Depreciation and amortization9,272,460
 8,020,597
 18,548,875
 15,513,405
General and administrative expenses8,895,505
 8,589,979
 18,809,469
 16,368,800
Gain on sale of vessels(105,073) (1,805,785) (105,073) (1,897,899)
Total operating expenses65,953,230
 53,938,837
 139,004,922
 104,300,550
Operating income/(loss)8,985,470
 (307,613) 15,304,387
 (4,814,269)
        
Interest expense6,387,011
 6,858,716
 12,648,080
 13,303,747
Interest income(111,952) (185,641) (207,228) (375,439)
Other income(740,356) (1,092,222) (639,977) (785,663)
Total other expense, net5,534,703
 5,580,853
 11,800,875
 12,142,645
Net income/(loss)$3,450,767
 $(5,888,466) $3,503,512
 $(16,956,914)
        
Weighted average shares outstanding:       
Basic70,515,320
 70,329,050
 70,484,240
 67,996,330
Diluted72,086,980
 70,329,050
 71,560,775
 67,996,330
        
Per share amounts:       
Basic income/(loss)$0.05
 $(0.08) $0.05
 $(0.25)
Diluted income/(loss)$0.05
 $(0.08) $0.05
 $(0.25)

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




EAGLE BULK SHIPPING INC. AND SUBSIDIARIES


Condensed Consolidated Statements of Comprehensive LossIncome/(Loss)
        for the Three and Six Months Ended June 30, 20172018 and 2016

2017

(Unaudited)

  

Three Months Ended

  

Six Months Ended

 
  

June 30,

2017

  

June 30,

2016

  

June 30,

2017

  

June 30,

2016

 

Net loss

 $(5,888,466

)

 $(22,495,573

)

 $(16,956,914

)

 $(61,774,243

)

                 

Comprehensive loss

 $(5,888,466

)

 $(22,495,573

)

 $(16,956,914

)

 $(61,774,243

)

 Three Months Ended Six Months Ended
 June 30, 2018 June 30, 2017 June 30, 2018 June 30, 2017
Net income/(loss)$3,450,767
 $(5,888,466) $3,503,512
 $(16,956,914)
        
Comprehensive income/(loss)$3,450,767
 $(5,888,466) $3,503,512
 $(16,956,914)

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



EAGLE BULK SHIPPING INC. AND SUBSIDIARIES


Condensed Consolidated Statements of Stockholders' Equity

For the Six Months Ended June 30, 20172018 and 20162017

(Unaudited)

  

Common

Stock

  

Common

Stock

Amount

  

Additional

paid-in

Capital

  

Accumulated

Deficit

  

Total

Stockholders’

Equity

 

Balance at January 1, 2017

  48,106,827  $481,069  $783,369,698  $(383,368,128) $400,482,639 

Net loss

           (16,956,914)  (16,956,914)

Issuance of shares in connection with private placement, net of issuance costs

  22,222,223   222,222   95,807,781      96,030,003 

Non-cash compensation

        4,648,751      4,648,751 

Balance at June 30, 2017

  70,329,050  $703,291  $883,826,230  $(400,325,042) $484,204,479 

  

Common

Stock*

  

Common

Stock

Amount

  

Additional

paid-in

Capital

  

Accumulated

Deficit

  

Total

Stockholders’

Equity

 

Balance at January 1, 2016

  1,883,303  $18,833  $678,171,322  $(159,845,693) $518,344,462 
                     

Net loss

           (61,774,243)  (61,774,243)

Issuance of shares in connection with the entry into the Second Lien Loan Agreement

  371,276   3,713   (3,713)      

Vesting of restricted shares withheld for employee tax

  410   4   (2,942)      (2,938)

Non-cash compensation

        1,668,546      1,668,546 

Balance at June 30, 2016

  2,254,989  $22,550  $679,833,213  $(221,619,936) $458,235,827 

 
Common
Stock
 
Common
Stock
Amount
 
Additional
Paid-in
Capital
 Accumulated Deficit 
Total Stockholders’
Equity
Balance at December 31, 201770,394,307
 $703,944
 $887,625,902
 $(427,164,813) $461,165,033
          
Cumulative effect of accounting change (Note 2) *
 
 
 (787,110) (787,110)
Net income
 
 
 3,503,512
 3,503,512
Issuance of shares due to vesting of restricted shares and exercise of options122,159
 1,212
 (1,212) 
 
Cash received due to exercise of stock options
 9
 4,856
   4,865
Cash used to settle net share equity awards
 
 (255,114) 
 (255,114)
Stock-based compensation
 
 5,920,510
 
 5,920,510
Balance at June 30, 201870,516,466
 $705,165
 $893,294,942
 $(424,448,411) $469,551,696

*Adjusted The opening accumulated deficit has been adjusted on January 1, 2018 in connection with adoption of Accounting Standards Update 2014-09 ("ASC 606"). Please refer to give effect forNote 2 "Recently Adopted Accounting Pronouncements" to the 1 for 20 reverse stock split that became effective August 5, 2016.

condensed consolidated financial statements.

 
Common
Stock
 
Common
Stock
Amount
 
Additional
Paid-in
Capital
 Accumulated Deficit 
Total Stockholders’
Equity
Balance at January 1, 201748,106,827
 $481,069
 $783,369,698
 $(383,368,128) $400,482,639
          
Net loss
 
 
 (16,956,914) (16,956,914)
Issuance of shares for private placement, net of issuance costs22,222,223
 222,222
 95,807,781
 
 96,030,003
Stock-based compensation
 
 4,648,751
 
 4,648,751
Balance at June 30, 201770,329,050

$703,291

$883,826,230

$(400,325,042)
$484,204,479


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



EAGLE BULK SHIPPING INC. AND SUBSIDIARIES


Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 20172018 and 20162017

(Unaudited)

  

Six Months Ended

 
  

June 30, 2017

  

June 30, 2016

 

Cash flows from operating activities:

        

Net loss

 $(16,956,914

)

 $(61,774,243

)

Adjustments to reconcile net loss to net cash used in operating activities:

        

Depreciation

  13,538,266   17,661,150 

Amortization of deferred drydocking costs

  1,975,139   1,389,680 

Amortization of debt issuance costs

  2,901,948   799,648 

Amortization of fair value below contract value of time charter acquired

  (375,833

)

  (251,096

)

Payment-in-kind interest on debt

  4,977,219   2,123,333 

Impairment of Vessels

     6,167,262 
Net unrealized (gain) / loss on fair value of derivative instruments  (736,609)  294,150 

Non-cash compensation expense

  4,648,751   1,668,546 
Fees paid on termination of time charter agreement  (1,500,000)   

Drydocking expenditures

  (341,350

)

  (2,037,821

)

Loss / (gain) on sale of vessels

  (1,897,899

)

  401,210 

Changes in operating assets and liabilities:

        

Accounts receivable

  (6,172,147

)

  1,513,372 

Other current and non-current assets

  (1,125,809

)

  (1,102,129

)

Prepaid expenses

  28,848   420,930 

Inventories

  (1,693,827

)

  (1,272,579

)

Accounts payable

  705,907   (319,601

)

Accrued interest

  (15,217

)

  (401,232

)

Other accrued and other non-current liabilities

  (3,593,657

)

  83,551 

Unearned revenue

  369,955   2,036,721 

Net cash used in operating activities

  (5,263,229

)

  (32,599,148

)

         

Cash flows from investing activities:

        

Vessel Improvements

  (413,801

)

  (237,235

)

Purchase of vessels

  (120,918,014

)

   

Advance for purchase of vessels

  (20,863,466

)

   

Proceeds from sale of vessels

  10,586,500   5,767,000 

Changes in restricted cash

     66,244 

Purchase of Other Fixed assets

  (204,348

)

  (421,028

)

Net cash (used in)/provided by investing activities

  (131,813,129

)

  5,174,981 
         

Cash flows from financing activities:

        

Proceeds from Second Lien Facility

     60,000,000 

Proceeds from Revolver Loan Facility under First Lien Facility

     5,158,500 

Repayment of Term Loan

  (5,293,250

)

  (17,659,000

)

Repayment of Revolver Loan

     (30,158,500

)

Proceeds from Ultraco Debt Facility

  40,000,000    

Proceeds from the common stock private placement, net of issuance costs

  96,030,003    

Cash used to settle net share equity awards

     (2,938

)

Financing costs paid to lender

  (918,000)  (600,000

)

Other financing costs

  (575,000

)

  (2,336,009

)

Net cash provided by financing activities

  129,243,753   14,402,053 
         

Net decrease in cash and cash equivalents

  (7,832,605

)

  (13,022,114

)

Cash and cash equivalents at beginning of period

  76,516,110   24,896,161 

Cash and cash equivalents at end of period

 $68,683,505  $11,874,047 

 Six Months Ended
 June 30, 2018 June 30, 2017
Cash flows from operating activities:   
Net income/(loss)$3,503,512
 $(16,956,914)
Adjustments to reconcile net income/(loss) to net cash provided by/(used in) operating activities:   
Depreciation16,049,334
 13,538,266
Amortization of deferred drydocking costs2,499,541
 1,975,139
Amortization of debt issuance costs970,352
 2,901,948
Amortization of fair value below contract value of time charter acquired(340,950) (375,833)
Payment-in-kind interest on debt
 4,977,219
Net unrealized gain on fair value of derivative instruments(234,988) (736,609)
Stock-based compensation expense5,920,510
 4,648,751
Drydocking expenditures(4,632,000) (341,350)
Gain on sale of vessels(105,073) (1,897,899)
Fees paid on time charter termination
 (1,500,000)
Changes in operating assets and liabilities:   
Accounts receivable4,173,849
 (6,172,147)
Other current and non-current assets(333,715) (1,125,809)
Prepaid expenses213,117
 28,848
Inventories2,201,681
 (1,693,827)
Accounts payable652,934
 705,907
Accrued interest(57,037) (15,217)
Other accrued and other non-current liabilities(3,332,732) (3,593,657)
Unearned revenue(2,360,838) 369,955
Net cash provided by/(used in) operating activities24,787,497
 (5,263,229)
    
Cash flows from investing activities:   
Purchase of vessels and vessel improvements(20,301,806) (121,331,815)
Advance paid for purchase of vessel
 (20,863,466)
Proceeds from redemption of Short-term investment4,500,000
 
Proceeds from sale of vessels9,719,013
 10,586,500
Purchase of other fixed assets(50,933) (204,348)
Net cash used in investing activities(6,133,726) (131,813,129)
    
Cash flows from financing activities:   
Repayment of term loan under First Lien Facility
 (5,293,250)
Repayment of revolver loan under New First Lien Facility(5,000,000) 
Proceeds from Ultraco Debt Facility8,600,000
 40,000,000
Proceeds from the common stock private placement, net of issuance costs
 96,030,003
Cash received from exercise of stock options4,865
 
Cash used to settle net share equity awards(255,114) 
Financing costs paid to the lender - Ultraco Debt Facility
 (918,000)
Other financing costs(1,373,449) (575,000)
Net cash provided by financing activities1,976,302
 129,243,753
    


Net increase/(decrease) in cash and cash equivalents and restricted cash20,630,073
 (7,832,605)
Cash and cash equivalents and restricted cash at beginning of period56,325,961
 76,591,027
 Cash and cash equivalents and restricted cash at end of period$76,956,034
 $68,758,422
SUPPLEMENTAL CASH FLOW INFORMATION   
Cash paid during the year for interest$11,734,765
 $5,338,742

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



EAGLE BULK SHIPPING INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

Note 1. Basis of Presentation and General Information

The accompanying condensed consolidated financial statements include the accounts of Eagle Bulk Shipping Inc. and its wholly-owned subsidiaries (collectively, the “Company,” “we,” “our” or similar terms). The Company is engaged in the ocean transportation of dry bulk cargoes worldwide through the ownership, charter and operation of dry bulk vessels. The Company’s fleet is comprised of Supramax and Ultramax dry bulk carriers which are considered to be Handymax class of vessels and the Company operates its business in one business segment.

As of June 30, 2017,2018, the Company owned and operated a modern fleet of 4647 oceangoing vessels, 38including 35 Supramax and 812 Ultramax vessels with a combined carrying capacity of 2,600,542 dwt2,693,430 deadweight tonnage ("dwt") and an average age of approximately 7.7 years excluding vessels held for sale.

8.6 years. Additionally, the Company chartered-in a 37,000 dwt newbuilding Japanese vessel that was delivered in October 2014 for seven years with an option for one additional year. On May 10, 2017, the Company signed an agreement to cancel this existing time charter contract. The Company agreed to pay a lump sum termination fee of $1.5 million relating to the cancellation. At the same time, the Company entered into an agreement with the same lessor, effective April 28, 2017, to charter incharters-in a 61,400 dwt, 2013 built JapaneseUltramax vessel for a remaining period of approximately four years (havingthree years. In addition, the same redelivery dates as the aforementioned canceled charter) with options for two additional years. The hire rate for the first four years is $12,800 per day and the hire rate for the first optional year is $13,800 per day and $14,300 per day for the second optional year. The $1.5 million early termination fee was accounted for asCompany charters-in third-party vessels on a reduction of fair value below time charters acquired in the condensed consolidated balance sheet as of June 30, 2017.

short to medium term basis.

For the three and six-month periodssix months ended June 30, 20172018 and 2016,2017, the Company’s charterers did not individually account for more than 10% of the Company’s gross charter revenue during those periods.

The accompanying condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”), and the rules and regulations of the SEC which apply to interim financial statements and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes normally included in consolidated financial statements prepared in conformity with U.S. GAAP. They should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s 20162017 Annual Report on Form 10-K, filed with the SEC on March 31, 2017. 

12, 2018.

The accompanying condensed consolidated financial statements are unaudited and include all adjustments (consisting of normal recurring adjustments) that management considers necessary for a fair presentation of its condensed consolidated financial position and results of operations for the interim periods presented. Certain reclassifications have been made to the prior year condensed consolidated financial statements to conform to current period's presentation. Specifically, reclassifications were made in the prior year's condensed consolidated statement of operations for three and six-month periods ended June 30, 2016 to combine the captions loss on vessels held for sale of $115,000 and loss on sale of vessels of $286,210. The unrealized loss on derivatives on the condensed consolidated statement of cash flows for the six months ended June 30, 2016 has been separately presented in the adjustments to reconcile net loss to net cash used in operating activities.

The results of operations for the interim periods are not necessarily indicative of the results that may be expected for the entire year.

We adopted the provisions of Accounting Standard Update (“ASU”) 2015-11 “Simplifying the Measurement of Inventory”, issued by the Financial Accounting Standards Board (“FASB”Board's ("FASB") Accounting Standards Update ("ASU") 2014-09, "Revenue from Contracts with Customers" ("ASU 2014-09" or "ASC 606") as of January 1, 2017. Accordingly, we report our bunker inventory2018 utilizing the modified retrospective method of transition. ASC 606 impacted the timing of recognition of revenues from certain ongoing spot voyage charters as well as timing of recognition of certain voyage related expenses. Under ASC 606, revenue is recognized beginning from the commencement of loading until the completion of discharge at lowerthe discharge port instead of costrecognizing revenue from the discharge of the previous voyage so long as an agreed non-cancellable charter between the Company and net realizable value. Therethe charterer is no impact onin existence, the condensed consolidated financial statements because ofcharter rate is fixed and determinable, and collectability is reasonably assured.
With the adoption of ASC 606, we recognize as an asset any costs incurred prior to commencement of loading because these costs are incurred to fulfill a contract and are directly related to a contract or an anticipated contract that we can specifically identify. These costs are amortized over the new accounting standard.

term of the contract on a straight-line basis as the performance obligations are met.

We recorded an adjustment of approximately $0.8 million to increase our opening accumulated deficit and increase our unearned revenue and other current assets on our Condensed Consolidated Balance Sheet on January 1, 2018. Please refer to Note 2 "Recently Adopted Accounting Pronouncements" for further information.
The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The significant estimates and assumptions of the Company are residual value of vessels, the useful lives of fixed assets,vessels, the value of stock-based compensation and the fair value of derivatives. Actual results could differ from those estimates.



Note 2. Recently Adopted Accounting Pronouncements
Revenue Recognition
Our shipping revenues are principally generated from time charters and voyage charters. In a time charter contract, the vessel is hired by the charterer for a specified period of time in exchange for consideration which is based on a daily hire rate. The charterer has the full discretion over the ports visited, shipping routes and vessel speed. The contract/charter party generally provides typical warranties regarding the speed and performance of the vessel. The charter party generally has some owner protective restrictions such that the vessel is sent only to safe ports by the charterer, subject always to compliance with applicable sanction laws, and carry only lawful or non hazardous cargo. In a time charter contract, the Company is responsible for all the costs incurred for running the vessel such as crew costs, vessel insurance, repairs and maintenance and lubes. The charterer bears the voyage related costs such as bunker expenses, port charges, canal tolls during the hire period. The performance obligations in a time charter contract are satisfied over the term of the contract beginning when the vessel is delivered to the charterer until it is redelivered back to the Company. The charterer generally pays the charter hire in advance of the upcoming contract period. The time charter contracts are considered operating leases and therefore do not fall under the scope of ASC 606 because (i) the vessel is an identifiable asset (ii) the Company does not have substantive substitution rights and (iii) the charterer has the right to control the use of the vessel during the term of the contract and derives the economic benefits from such use.
Voyage charters
In a voyage charter contract, the charterer hires the vessel to transport a specific agreed-upon cargo for a single voyage which may contain multiple load ports and discharge ports. The consideration in such a contract is determined on the basis of a freight rate per metric ton of cargo carried or occasionally on a lump sum basis. The charter party generally has a minimum amount of cargo. The charterer is liable for any short loading of cargo or "dead" freight. The voyage contract generally has standard payment terms of 95% freight paid within three days after completion of loading. The voyage charter party generally has a "demurrage" or "despatch" clause. As per this clause, the charterer reimburses the Company for any potential delays exceeding the allowed laytime as per the charter party clause at the ports visited which is recorded as demurrage revenue. Conversely, the charterer is given credit if the loading/discharging activities happen within the allowed laytime known as despatch resulting in a reduction in revenue. In a voyage charter contract, the performance obligations begin to be satisfied once the vessel begins loading the cargo. The Company determined that its voyage charter contracts consist of a single performance obligation of transporting the cargo within a specified time period. Therefore, the performance obligation is met evenly as the voyage progresses. and the revenue is recognized on a straight line basis over the voyage days from the commencement of the loading of cargo to completion of discharge.
The voyage contracts are considered service contracts which fall under the provisions of ASC 606 because the Company as the shipowner retains the control over the operations of the vessel such as directing the routes taken or the vessel speed. The voyage contracts generally have variable consideration in the form of demurrage or despatch. The amount of revenue earned as demurrage or despatch paid by the Company for the three and six months ended June 30, 2018 is not material.
The following table shows the revenues earned from time charters and voyage charters for the three and six months ended June 30, 2018:
 Three Months Ended June 30, 2018 Six Months Ended June 30, 2018
    
Time charters$37,355,472
 $66,678,691
Voyage charters37,583,228
 87,630,618
 $74,938,700
 $154,309,309


Contract costs
In a voyage charter contract, the Company bears all voyage related costs such as fuel costs, port charges and canal tolls. These costs are considered contract fulfillment costs because the costs are direct costs related to the performance of the contract and are expected to be recovered. The costs incurred during the period prior to commencement of amortization,loading the cargo, primarily bunkers, are deferred as they represent setup costs and recorded as a current asset impairment, and stock-based compensation.

are amortized on a straight-line basis as the related performance obligations are satisfied.

Note 2. Equity Offerings

On December 13, 2016, the Company entered into a Stock Purchase Agreement with certain investors (the “Investors”), pursuant to which the Company agreed to issue to the Investors in a private placement exemption from registration under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated under the Securities Act (the “December Private Placement”) approximately 22.2 million shares of the Company’s common stock, par value $0.01 per share, at a purchase price of $4.50 per share, for aggregate gross proceeds of $100.0 million. On January 20, 2017, the Company closed the previously announced December Private Placement for aggregate net proceeds of $96.0 million. The Company principally used the proceeds to acquire two Ultramax vessels and for a portion of the payments required to acquire the Greenship Vessels (as defined in "Note 5 Debt - Ultraco Debt Facility" to the condensed consolidated financial statements). 

Note 3. New Accounting Pronouncements

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”), which supersedes nearly all existing revenue recognition guidance under U.S. GAAP. The core principle is that a company should recognize revenue when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. ASU 2014-09 defines a five-step process to achieve this core principle and, in doing so, more judgment and estimates may be required within the revenue recognition process than are required under existing U.S. GAAP. The standardUnder ASC 606, an entity is effective for annual periods beginning after December 15, 2017, and interim periods therein, and shall be applied either retrospectivelyrequired to each period presented or asperform the following five steps: (1) identify the contract(s) with a cumulative-effect adjustment ascustomer; (2) identify the performance obligations of the datecontract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when (or as) the entity satisfied a performance obligation. Additionally, the guidance requires improved disclosures as to the nature, amount, timing and uncertainty of adoption. In May 2016, the FASB issued ASU No. 2016-12, Revenue from Contracts with Customers. This update provides further guidance on applying collectability criterion to assess whether the contractrevenue that is valid and represents a substantive transaction on the basis whether a customer has the ability and intention to pay the promised consideration. The requirements of this standard include an increase in required disclosures. Management has assembled an internal project team andis currently analyzing contracts with our customers coveringthe significant streams of the Company's annual revenues underrecognized.

We adopted the provisions of the new standard as well as changes necessary to information technology systems, processes and internal controls to capture new data and address changes in financial reporting. Managementwill applyASC 606 on January 1, 2018 using the modified retrospective transition methodapproach. As such, the comparative information has not been restated and will recognizecontinues to be reported under the accounting standards in effect for periods prior to January 1, 2018. Under the modified retrospective approach, the Company recognized the cumulative effect of adopting this standard as an adjustment amounting to $0.8 million to increase the opening balance of retained earningsAccumulated Deficit as of January 1, 2018. Prior periods will not be retrospectively adjusted. The Company continuesrecognized $0.8 million of deferred costs which represents the costs such as bunker expenses and charter hire expenses on chartered-in vessels, incurred prior to make progresscommencement of loading are recorded in its implementationother current assets and assessment$1.6 million of unearned charter hire revenue which represents the new revenue standard. WhileCompany's obligation to satisfy performance obligations under the assessment is still ongoing, based on the progress made to date,contract for which the Company expects that thetiminghas received consideration from the customer.
The adoption of ASC 606 impacted the timing of recognition of revenue for certain ongoing spot voyage charter contracts, will be impactedrelated voyage expenses and charter hire expenses. Under ASU 2014-09, revenue is recognized from when the vessel commences loading through the completion of discharge at the discharge port instead of recognizing revenue from the discharge of the previous voyage provided an agreed non-cancellable charter between the Company and the charterer is in existence, the charter rate is fixed and determinable, and collectability is reasonably assured. Any expenses incurred during the ballast portion of the voyage (time spent by the vessel traveling from discharge port of the previous voyage to the load port of the subsequent voyage) such as wellbunker expenses, canal tolls and charter hire expenses for chartered-in vessels are deferred and are recognized on a straight-line basis over the charter period as the timing of recognition of certain voyage related costs. The Company is also evaluatingsatisfies the presentation of revenue in its condensed consolidated statement of operations afterperformance obligations under the contract.
Further, the adoption of ASU 2014-09.

ASC 606 impacted the accounts receivable and unearned revenue on our Condensed Consolidated Balance Sheet as of June 30, 2018. Under ASC 606, receivables represent an entity's unconditional right to consideration, billed or unbilled. The Company determined that the performance obligations on its spot voyage charters do not begin to be satisfied unless the vessel arrives at the load port and commences loading the cargo. This impacted the amount of accounts receivable and unearned revenue recorded in our Condensed Consolidated Balance Sheet.

The following table presents the impact of the adoption of ASC 606 on our Condensed Consolidated Balance Sheet at June 30, 2018:
 As of June 30, 2018
 As Reported Balances without Adoption of ASC 606 Effect of Change
Assets     
Accounts receivable$13,072,691
 $13,982,571
 $(909,880)
Other current assets2,540,427
 2,178,304
 362,123
Liabilities     
Unearned charter hire revenue4,901,453
 4,709,434
 192,019



The following table presents the impact of the adoption of ASC 606 on our Condensed Consolidated Statement of Operations:
 Three Months Ended June 30, 2018 Six Months Ended June 30, 2018
 As Reported Balances without Adoption of ASC 606 Effect of Change As Reported Balances without Adoption of ASC 606 Effect of Change
Revenue,net$74,938,700
 $75,293,766
 $(355,066) $154,309,309
 $153,827,542
 $481,767
            
Voyage expenses17,204,964
 17,236,431
 31,467
 39,719,556
 39,505,136
 (214,420)
Charter hire expenses10,108,258
 10,128,774
 20,516
 20,376,322
 20,161,169
 (215,153)
            
Net income3,450,767
 3,753,850
 (303,083) 3,503,512
 3,451,318
 52,194
            
Basic income per share$0.05
 $0.05
 $0.00
 $0.05
 $0.05
 $0.00
Diluted income per share$0.05
 $0.05
 $0.00
 $0.05
 $0.05
 $0.00
The cumulative effect of changes made to our opening Consolidated Balance Sheet on January 1, 2018 for the adoption of ASC 606:
 December 31, 2017
 Effect of Adoption of ASC 606 January 1, 2018
Assets     
Other current assets (1)
$785,027
 $796,508
 $1,581,535
Liabilities     
Unearned charter hire revenue (2)
5,678,673
 1,583,618
 7,262,291
Stockholders' equity     
Accumulated deficit(427,164,813) (787,110) (427,951,923)
(1) Under ASC 606, the contract fulfillment costs are deferred as a current asset and amortized as the related performance obligations are satisfied. The adjustment to other current assets includes bunker expenses of $0.6 million incurred to arrive at the load port for the voyages in progress as of January 1, 2018 and $0.2 million of charter hire expenses on third party chartered-in vessels which were chartered-in to fulfill the performance obligations under the voyage contract.

(2) Under ASC 606, unearned charter hire revenue represents the consideration received for undelivered performance obligations. The Company recorded $1.5 million as the unearned revenue on voyages in progress as of January 1, 2018. The Company recognized this revenue in the first quarter of 2018 as the performance obligations are met.

The adoption of ASC 606 had no impact on net cash provided by operating activities, investing activities and financing activities for the three and six months ended June 30, 2018.

In FebruaryNovember 2016, the FASB issued ASU No. 2016-02, Leases ("2016-18. The amendments in ASU 2016-02"). ASU 2016-02 is intended to increase2016-18 require that a statement of cash flows explain the transparencychange during the period in the total of cash, cash equivalents, and comparability among organizations by recognizing lease assetsamounts described as restricted cash and lease liabilitiesrestricted cash equivalents. Therefore, the restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the balance sheetstatement of cash flows. We adopted this accounting standard as of January 1, 2018 and disclosing key information about leasing arrangements. In orderretrospectively applied to meet that objective, the new standard requires recognitionsix months ended June 30, 2017, and $74,917 of restricted cash has been aggregated with cash and cash equivalents in both the beginning-of-period and end-of-period line items at the bottom of the assets and liabilities that arise from leases. A lessee will be required to recognize on the balance sheet the assets and liabilitiesstatements of cash flows for leases with lease terms of more than 12 months. Accounting by lessors will remain largely unchanged from current U.S. GAAP. The requirements of this standard include an increase in required disclosures. The new standard is effective for public companies for fiscal years beginning after December 15, 2018, and interim periods within those years, with early adoption permitted. Lessees and lessors will be required to apply the new standard at the beginning of the earliesteach period presented in the financial statements in which they first apply the new guidance, using a modified retrospective transition method. The Company is currently evaluating the effect that adopting this standard will have on our financial statements and related disclosures. Management expects that the Company will recognize increases in reported amounts for vessel and other fixed assets and related lease liabilities upon adoption of the new standard. Refer to “Note 7. Commitments and Contingencies” to the condensed consolidated financial statements for disclosure about the Company’s time charter and lease commitments as of June 30, 2017.

presented.





Note 4.3. Vessels

Vessel and Vessel Improvements

As of June 30, 2017,2018, the Company’s owned operating fleet consisted of 4647 dry bulk vessels.

On November 14, 2016,December 19, 2017, the Company, through its subsidiary Eagle Bulk ShipcoUltraco LLC, signed a memorandum of agreement to acquire a 20172015 built 64,000 dwt SDARI-64 Ultramax dry bulk vessel constructed at Chengxi Shipyard Co., Ltd for $17.9$21.3 million. The Company took delivery of the vessel, the SingaporeNew London Eagle on January 11, 2017.

9, 2018.

On January 6, 2017, the Company sold the vessel Redwing for $5.8 million, after brokerage commissions and associated selling expenses, and recorded a net gain of approximately $0.1 million.The vessel was classified as an asset held for sale as of December 31, 2016. A portion of the proceeds was used towards repayment of the term loan under the First Lien Facility (as defined herein).


On February 28, 2017, Ultraco, a wholly-owned subsidiary of the Company, entered into a framework agreement with Greenship Bulk Manager Pte. Ltd., as Trustee-Manager of Greenship Bulk Trust, a Norwegian OTC-listed entity (the "Greenship Sellers"), for the purchase of nine modern sister vessels built between 2012 and 2015, the Greenship Vessels (the "Greenship Purchase Agreement"). The aggregate purchase price for the nine Greenship Vessels is $153.0 million. The allocated purchase price for each Greenship Vessel is $17.0 million. The Company took delivery of six of the nine Greenship Vessels during the second quarter and is expected to take delivery of the remaining Greenship Vessels in the third quarter of 2017. As of JuneAugust 30, 2017, the Company paid a deposit of $20.8 million towards the delivery of the remaining three Greenship Vessels.

On March 15, 2017, the Company sold the vessel Sparrow for $4.8 million after brokerage commissions and associated selling expenses, and recorded a net gain of approximately $1.8 million. The vessel was classified as an asset held for sale as of March 31, 2017. A portion of the proceeds was used towards repayment of the term loan under the First Lien Facility.

On May 31, 2017, the Company signed a memorandum of agreement to sell the vessel WoodstarAvocet for $7.8$9.6 million after brokerage commissions and associated selling expenses. The vessel was delivered to the buyers in the second quarter of 2018. The Company recorded a gain of $0.1 million in its condensed statement of operations for the three and six months ended June 30, 2018.

On March 23, 2018, the Company signed a memorandum of agreement to sell the vessel Thrush for $10.9 million after brokerage commissions and associated selling expenses. The vessel is expected to be delivered to the buyers in the third quarter of 2017.2018. The Company expects to recognize a gain of $0.2$0.4 million. A portion of the proceeds will be used towards repayment of the term loan under the First Lien Facility (as defined in "Note 5 Debt" to the condensed consolidated financial statements). As of June 30, 2017,2018, the Company reported the carrying amount of the vessel as a current asset in its condensed consolidated balance sheet.

On June 15, 2017,July 20, 2018, the Company, through its subsidiary Eagle Bulk Holdco LLC, signed a memorandum of agreement to sell theacquire a 2014 built Ultramax vessel Wren for $7.6 million after brokerage commissions and associated selling expenses.$21.3 million. The vesselCompany is expected to be delivered totake delivery of the buyersvessel, Hamburg Eagle in the fourth quarter of 2017. The Company expects to recognize a gain of $0.05 million. A portion of the proceeds will be used towards repayment of the term loan under the First Lien Facility. Please refer to “Note 5 Debt—First Lien Facility” to the condensed consolidated financial statements. As of June 30, 2017, the Company reported the carrying amount of the vessel as a current asset in its condensed consolidated balance sheet.

2018.

Vessel and vessel improvements consist of the following:

Vessels and Vessel Improvements, at December 31, 2016

 $567,592,950 

Advance paid for purchase of Singapore Eagle at December 31, 2016

  1,926,886 

Purchase of Vessels and Vessel Improvements

  121,331,815 

Transfer to vessels held for sale

  (15,210,204

)

Vessel depreciation expense

  (13,461,924

)

Vessels and Vessel Improvements, at June 30, 2017

 $662,179,523 

Vessels and Vessel Improvements, at December 31, 2017$690,236,419
Advance paid for purchase of New London Eagle at December 31, 20172,201,773
Purchase of Vessels and Vessel Improvements20,301,806
Transfer to Vessels held for sale(10,354,855)
Vessel depreciation expense(15,961,078)
Vessels and Vessel Improvements, at June 30, 2018$686,424,065
Note 5.4. Debt

  

June 30, 2017

  

December 31, 2016

 

First Lien Facility

 $203,805,750  $209,099,000 

Debt issuance costs - First Lien

  (3,891,794

)

  (4,746,682

)

First Lien Facility, net of debt issuance costs

  199,913,956   204,352,318 

Second Lien Facility

  72,305,062   67,327,843 

Debt discount and Debt issuance costs - Second Lien Facility

  (13,689,557

)

  (15,736,617

)

Second Lien Facility, net of Debt issuance costs and debt discount

  58,615,505   51,591,226 

Ultraco Debt Facility

  40,000,000    

Debt discount and debt issuance costs - Ultraco debt facility

  (1,493,000

)

   
   38,507,000    

Total debt

 $297,036,461  $255,943,544 


 June 30, 2018 December 31, 2017
Norwegian Bond Debt$200,000,000
 $200,000,000
Debt discount and debt issuance costs - Norwegian Bond Debt(5,618,518) (6,049,671)
Less:Current portion of Norwegian Bond Debt(8,000,000) (4,000,000)
Norwegian Bond Debt, net of debt discount and debt issuance costs186,381,482
 189,950,329
New First Lien Facility *60,000,000
 65,000,000
Debt discount and debt issuance costs - New First Lien Facility(1,196,414) (1,241,815)
Less:Current portion of New First Lien Facility(6,450,000) 
New First Lien Facility, net of debt issuance costs and debt discount52,353,586
 63,758,185
Ultraco Debt Facility69,800,000
 61,200,000
Debt discount and debt issuance costs - Ultraco Debt Facility(1,173,490) (1,224,838)
Less:Current portion of Ultraco Debt Facility(5,362,713) 
Ultraco Debt Facility, net of debt issuance costs and debt discount63,263,797
 59,975,162
Total long-term debt$301,998,865
 $313,683,676

* Includes loan balances on term loan and revolver loan facility under the New First Lien Facility

as of December 31, 2017. The revolver loan of $5.0 million under the New First Lien Facility was repaid in the first quarter of 2018.




Norwegian Bond Debt
On MarchNovember 28, 2017, Eagle Bulk Shipco LLC, a wholly-owned subsidiary of the Company ("Shipco" or "Issuer") issued $200,000,000 in aggregate principal amount of 8.250% Senior Secured Bonds ( the "Bonds" or the "Norwegian Bond Debt"), pursuant to those certain bond terms (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 Bonds were approximately $195.0 million. These net proceeds from the Bonds, together with the proceeds from the New First Lien Facility and cash on hand, were used to repay all amounts outstanding including accrued interest under various debt facilities outstanding at that time and to pay expenses associated with the refinancing transactions. Shipco incurred $1.3 million in other financing costs in connection with the transaction.

The Norwegian Bond Debt is guaranteed by the limited liability companies that are subsidiaries of the Issuer and the legal and beneficial owners of 28 security vessels (the "Shipco Vessels") in the Company’s fleet, and are secured by mortgages over such security vessels, a pledge granted by the Company over all of the shares of the Issuer, a pledge granted by the Issuer over all the shares in the Vessel Owners, certain charter contract assignments, certain assignments of earnings, a pledge over certain accounts, an assignment of insurances covering security vessels, and assignments of intra-group debt between the Company and the Issuer or its subsidiaries.

Pursuant to the Bond Terms, interest on the Bonds will accrue at a rate of 8.250% per annum on the nominal amount of each of the Bonds from November 28, 2017, payable semi-annually on May 29 and November 29 of each year (each, an “Interest Payment Date”), commencing May 29, 2018. The Bonds will mature on November 28, 2022. On each Interest Payment Date from and including November 29, 2018, the Issuer must repay an amount of $4,000,000, plus accrued interest thereon. Any outstanding Bonds must be repaid in full on the Maturity Date at a price equal to 100% of the nominal amount, plus accrued interest thereon.

The Issuer may redeem some or all of the outstanding Bonds at any time on or after the Interest Payment Date in May 2020 (the “First Call Date”), at the following redemption prices (expressed as a percentage of the nominal amount), plus accrued interest on the redeemed amount, on any business day from and including:

PeriodRedemption Price
First Call Date to, but not including, the Interest Payment Date in November 2020104.125%
Interest Payment Date in November 2020 to but not including, the Interest Payment Date in May 2021103.3%
Interest Payment Date in May 2021 to, but not including, the Interest Payment Date in November 2021102.475%
Interest Payment Date in November 2021 to, but not including, the Interest Payment Date in May 2022101.65%
Interest Payment Date in May 2022 to, but not including, the Maturity Date100%


Prior to the First Call Date, the Issuer may redeem some or all of the outstanding Bonds at a price equal to 100% of the nominal amount of the Bonds plus a “make-whole” premium and accrued and unpaid interest to the redemption date.
If the Company experiences a change of control, each holder of the Bonds will have the right to require that the Issuer purchase all or some of the Bonds held by such holder at a price equal to 101% of the nominal amount, plus accrued interest.

The Bond Terms contain certain financial covenants that the Issuer’s leverage ratio defined as the ratio of outstanding bond amount and any drawn amounts under the Super Senior Facility less consolidated cash balance to the aggregate book value of the Shipco Vessels must not exceed 75% and its and its subsidiaries’ free liquidity must at all times be at least $12,500,000. Shipco is in compliance with its financial covenants as of June 30, 2016,2018.




The Bond Terms also contain certain events of default customary for transactions of this type, including, but not limited to, those relating to: a failure to pay principal or interest; a breach of covenants, representation or warranty; a cross default to other indebtedness; the occurrence of certain bankruptcy and insolvency events; and the impossibility or unlawfulness of performance of the finance documents.

The Bond Terms also contain certain exceptions and qualifications, among other things, limit the Company’s and the Issuer’s ability and the ability of the Issuer’s subsidiaries to do the following: make distributions; carry out any merger, other business combination, demerger or corporate reorganization; make substantial changes to the general nature of their respective businesses; incur certain indebtedness; incur liens; make loans or guarantees; make certain investments; transact with affiliates; enter into sale and leaseback transactions; engage in certain chartering-in of vessels; dispose of shares of Vessel Owners; or acquire the Bonds.

The Bonds were listed for trading on the Oslo Stock Exchange on May 15, 2018.

New First Lien Facility
On December 8, 2017, Eagle Shipping LLC, a limited liability company organized under the laws of the Marshall Islands (“Eagle Shipping”), as borrower, and certain of its subsidiaries that were guarantors of the Company’s obligations under the Company’s senior secured credit facility (the “Exit Financing Facility”), as guarantors, entered into an Amended and Restated First Lien Loan Agreement (the “A&R First Lien Loan Agreement”) with the lenders thereunder (the “First Lien Lenders”) and ABN AMRO Capital USA LLC, as agent and security trustee for the lenders. The A&R First Lien Loan Agreement amends and restates the Exit Financing Facility in its entirety, provides for Eagle Shipping to be the borrower in the placewholly-owned subsidiary of the Company and further("Eagle Shipping") entered into the New First Lien Facility, which provides for a waiver of any and all events of default occurring as a result of the voluntary OFAC Disclosure (as defined in “Note 7 Commitments and Contingencies - Legal Proceedings” to the condensed consolidated financial statements). The A&R First Lien Loan Agreement provides for(i) a term loanin theloan facility in an aggregate principal amount of $201,468,750 after giving effectup to the entry into the A&R First Lien Loan Agreement$60,000,000 (the “Term Loan”) and the Second Lien Loan Agreement (as defined below) as well as(ii) a $50,000,000 revolving credit facility in an aggregate principal amount of which $10,000,000 was undrawn asup to $5,000,000 (the “Revolving Loan”). Outstanding borrowings under the New First Lien Facility bear interest at LIBOR plus 3.50% per annum. Eagle Shipping paid $1.0 million to the lenders and incurred $0.4 million of March 30, 2016 (the term loan, togetherother financing costs in connection with the revolving credit facility, the “First Lien Facility”). transaction.

The New First Lien Facility matures on October 15, 2019. An aggregate feethe earlier of $600,000 was paid(i) five years from the initial borrowing date under the Credit Agreement and (ii) December 8, 2022. With respect to the agentTerm Loan, Eagle Shipping is required to make quarterly repayments of principal of $2.15 million beginning January 15, 2019, with a final balloon payment to be made at maturity. With respect to the Revolving Loan, Eagle Shipping must repay the aggregate principal amount of all borrowings outstanding on the maturity date. Accrued interest on amounts outstanding under the Term Loan and First Lien Lenders in connection with the Revolving Loan must be paid on the last day of each applicable interest period. Interest periods are for three months, six months or any other period agreed between Eagle Shipping and the Lenders. Finally, Eagle Shipping must prepay certain specified amounts outstanding under the New First Lien Facility on March 30, 2016.

Asif an Eagle Shipping Vessel (as defined below) is sold or becomes a total loss or if there is a change of June 30, 2017, control with respect to the Company, Eagle Shipping or any Guarantor.


Eagle Shipping’s total availability inobligations under the revolving credit facility under theNew First Lien Facility was $25,000,000.

are secured by, among other items, a first priority mortgage on the nine vessels in Eagle Shipping’s fleet as identified in the Credit Agreement and such other vessels that it may from time to time include with the approval of the Lenders (the “Eagle Shipping Vessels”), an assignment of certain accounts, an assignment of certain charters with terms that may exceed 12 months, an assignment of insurances, an assignment of certain master agreements, and a pledge of the membership interests of each of Eagle Shipping’s vessel-owning subsidiaries. In the future, Eagle Shipping may grant additional security to the Lenders from time to time.

The A&RNew First Lien Loan AgreementFacility contains financial covenants requiring Eagle Shipping among other things, to ensure that the aggregate market value of the vessels in Eagle Shipping’s fleet (plus the value of certain additional collateral) at all times on or after July 1, 2017 does not fall below 100% in the third and fourth quarters of 2017, 110% in 2018 and 120% in 2019 of the aggregate principal amount of debt outstanding (subject to certain adjustments) under the First Lien Facility and maintain minimum liquidity of $500,000 in respect of each Eagle Shipping Vessel and to maintain a consolidated interest coverage ratio beginning for the fiscal quarter ending on June 30, 2019, of not less than the greater of (i) $8,140,000 and (ii) $185,000 per vessel in Eagle Shipping’s fleet.a range varying from 1.50 to 1.00 to 2.50 to 1.00. In addition, the A&RNew First Lien Loan AgreementFacility also imposes operating restrictions on Eagle Shipping and the Guarantors, including limiting Eagle Shipping’s and the Guarantors’ ability to, among other things: pay dividends; incur additional indebtedness; create liens on assets; acquire and sell capital assets (including vessels); andassets; dissolve or liquidate; merge or consolidate with or transfer all or substantially allanother person; make investments; engage in transactions with affiliates; and allow certain changes of control to occur. Eagle Shipping’s assets to, another person. Shipping is in compliance with its financial covenants as of June 30, 2018.
The A&RNew First Lien Loan AgreementFacility also includes customary events of default, including those relating toto: a failure to pay principal or interest,interest; a breach of covenant, representation or warranty,warranty; a cross-default to other indebtednessindebtedness; the occurrence of certain bankruptcy and non-compliance with security documents. Further, there would beinsolvency events; the occurrence of certain ERISA events; a default ifjudgment default; the cessation of business; the impossibility or unlawfulness of performance of the loan documents; the ineffectiveness of any event occurs or circumstances arise in lightmaterial provision of which, inany loan document; the First Lien Lenders’ judgment, there is significant risk thatoccurrence of a material adverse effect; and the occurrence of certain swap terminations.

During the first quarter of 2018, Eagle Shipping is or would become insolvent. Eagle Shipping is not permitted to pay dividends. Indebtednessrepaid $5.0 million of the Revolving Loan.

As of June 30, 2018, the availability under the First LienRevolving Loan is $5.0 million.







Super Senior Facility may also be accelerated if Eagle Shipping experiences a change of control. 

Upon entering

On December 8, 2017, Shipco entered into the A&R First Lien LoanSuper Senior Revolving Facility Agreement on March 30, 2016, Eagle Shipping paid three quarters of amortization payments with respect to the term loan under the First Lien Facility(the "Super Senior Facility"), by and among Shipco as borrower, and ABN AMRO Capital USA LLC, as original lender, mandated lead arranger and agent, which provides for a revolving credit facility in thean aggregate amount of $11,718,750, paid down $30,158,500, a portionup to $15,000,000. The proceeds of the amount outstanding in respect of the revolving credit facility under the First LienSuper Senior Facility, maintained a minimum liquidity of $8,140,000 and added cash to the balance sheet. In addition, Eagle Shipping paid the first quarter amortization of $3,906,250 under the previously outstanding Exit Financing Facility. On June 30, 2017, December 31, 2017, June 30, 2018 and December 31, 2018 (each, a “Semi-Annual Determination Date”), Eagle Shipping is obligated to repay the term loan under the First Lien Facility in an amount equal to 75% of Eagle Shipping’s excess cash flow for the two fiscal quarters ended as of such Semi-Annual Determination Date, subject to a cap of such mandatory prepayments of $15,625,000 in any fiscal year. For the two fiscal quarters ended June 30, 2017, there was no excess cash flow and therefore no repayment of the term loan was made under the First Lien Facility. Thereafter, Eagle Shipping will make payments of $3,906,250 on January 15, 2019, April 15, 2019, and July 15, 2019, and a final balloon payment equal to the remaining amount outstanding under the term loan under the First Lien Facility on October 15, 2019.

Additionally, Eagle Shipping has prepaid $5,651,000 during the year ended December 31, 2016 and $5,293,250 for the six months ended June 30, 2017which are currently undrawn, are expected, pursuant to the terms of the A&R First Lien Loan Agreement relatingSuper Senior Facility, to mandatory prepayments upon salesbe used (i) to acquire additional vessels or vessel owners and (ii) for general corporate and working capital purposes of vessels.Shipco and its subsidiaries. The repayment schedule above has therefore been adjusted to account for such prepayments made through June 30, 2017, such that Eagle Shipping is required to make payments of $3,680,939Super Senior Facility matures on January 15, 2019, April 15, 2019, and July 15, 2019, and a final balloon payment equal to the remaining amount outstanding under the First Lien Facility on October 15, 2019. As a result of the mandatory prepayments made through June 30, 2017, Eagle Shipping is not required to comply with the minimum security covenant until October 2017 pursuant to the terms of the A&R First Lien Loan Agreement.


Second Lien Facility

On March 30, 2016, Eagle Shipping, as borrower, and certain of its subsidiaries that were guarantors of the Company’s obligations under the Exit Financing Facility, as guarantors, entered into a Second Lien Loan Agreement (the “Second Lien Loan Agreement”) with certain lenders (the “Second Lien Lenders”) and Wilmington Savings Fund Society, FSB as agent for the Second Lien Lenders (the “Second Lien Agent”). The Second Lien Lenders include certain of the Company’s existing shareholders as wellAugust 28, 2022. Shipco incurred $285,342 as other investors. The Second Lien Loan Agreement provides for a term loan in the amount of $60,000,000 (the “Second Lien Facility”), and matures on January 14, 2020 (91 days after the original stated maturity of the First Lien Facility). The term loan under the Second Lien Facility bears interest at a rate of LIBOR plus 14.00% per annum (with a 1.0% LIBOR floor) or the Base Rate (as defined in the Second Lien Loan Agreement) plus 13.00% per annum, paid in kind quarterly in arrears. The payment-in-kind interest represents a non-cash operating and financing activity on the condensed consolidated statement of cash flows for the six month periods ended June 30, 2017 and 2016. Eagle Shipping used the proceeds from the Second Lien Facility to pay down $30,158,500, a portion of the amount outstanding in respect of the revolving credit facility under the First Lien Facility, pay three quarters of amortization payments under the First Lien Facility, pay transaction feescosts in connection with the entry intotransaction.


As of June 30, 2018, the A&R First Lien Loan Agreementavailability under the Super Senior Facility is $15,000,000.

The outstanding borrowings under the Super Senior Facility will bear interest at LIBOR plus 2.00% per annum and commitment fees of 40% of the applicable margin on the undrawn portion of the facility. For each loan that is requested under the Super Senior Facility, Shipco must repay such loan along with accrued interest on the last day of each interest period relating to the loan. Interest periods are for three months, six months or any other period agreed between Shipco and the Second Lien Loan Agreement, maintain a minimum liquiditySuper Senior Facility Agent. Additionally, subject to the other terms of $8,140,000the Super Senior Facility, amounts repaid on the last day of each interest period may be re-borrowed.

Shipco’s obligations under the Super Senior Facility are guaranteed by the limited liability companies that are subsidiaries of Shipco and add cash to its balance sheet.

The Second Lien Loan Agreement contains financial covenants substantially similar to thosethe legal and beneficial owners of 28 vessels in the A&R First Lien Loan Agreement,Company’s fleet (the “Eagle Shipco Vessel Owners”), and will be secured by mortgages over such vessels, a pledge granted by the Company over all of the shares of Shipco, a pledge granted by Shipco over all the shares in the Eagle Shipco Vessel Owners, certain charter contract assignments, certain assignments of earnings, a pledge over certain accounts, an assignment of insurances covering security vessels, and assignments of intra-group debt between the Company and Shipco or its subsidiaries. The Super Senior Facility ranks super senior to the Bonds with respect to any proceeds from any enforcement action relating to security or guarantees for both the Super Senior Facility and the Bonds.


The Super Senior Facility contains certain covenants that, subject to standard cushions, requiring Eagle Shipping,certain exceptions and qualifications, among other things, limit Shipco’s and its subsidiaries’ ability to ensure thatdo the following: make distributions; carry out any merger, other business combination, or corporate reorganization; make substantial changes to the general nature of their respective businesses; incur certain indebtedness; incur liens; make loans or guarantees; make certain investments; transact other than on arm’s-length terms; enter into sale and leaseback transactions; engage in certain chartering-in of vessels; or dispose of shares of Eagle Shipco Vessel Owners. Additionally, Shipco’s leverage ratio must not exceed 75% and its subsidiaries’ free liquidity must at all times be at least $12,500,000. Also, the total commitments under the Super Senior Facility will be cancelled if (i) at any time the aggregate market value of the security vessels in Eagle Shipping’s fleet (plusfor the value of certain additional collateral) at all times on or after July 1, 2017 does not fall below 100% in the third and fourth quarters of 2017, 110% in 2018 and 120% in 2019Super Senior Facility is less than 300% of the aggregate principal amount of debt outstanding (subject to certain adjustments) under the Second Lien Facility (provided that Eagle Shipping will not be required to comply with such covenant until the discharge of its obligations under the A&R First Lien Loan Agreement) and to maintain a minimum liquidity of not less than the greater of (i) $6,512,000 and (ii) $148,000 per vessel in Eagle Shipping’s fleet. In addition, the Second Lien Loan Agreement also imposes operating restrictions on Eagle Shipping including limiting Eagle Shipping’s ability to, among other things: incur additional indebtedness; create liens on assets; acquire and sell capital assets (including vessels); and merge or consolidate with, or transfer all or substantially all of Eagle Shipping’s assets to, another person. Eagle Shipping may not prepay the Second Lien Facility while amounts ortotal commitments under the First LienSuper Senior Facility remain outstanding.

or (ii) if Shipco or any of its subsidiaries redeems or otherwise repays the Bonds so that less than $100,000,000 is outstanding under the Bond Terms. Shipco is in compliance with its financial covenants as of June 30, 2018.


The Second Lien Loan AgreementSuper Senior Facility also includes customarycontains certain events of default customary for transactions of this type, including, but not limited to, those relating toto: a failure to pay principal or interest,interest; a breach of covenant,covenants, representation or warranty,warranty; a cross-defaultcross default to other indebtednessindebtedness; the occurrence of certain bankruptcy and non-compliance with security documents. Further, there would beinsolvency events; the cessation of business; the impossibility or unlawfulness of performance of the finance documents for the Super Senior Facility; and the occurrence of a default if any event occurs or circumstances arise in light of which, in the Second Lien Lenders’ judgment, there is significant risk that Eagle Shipping is or would become insolvent. Eagle Shipping is not permitted to pay dividends. Indebtedness under the Second Lien Facility may also be accelerated if Eagle Shipping experiences a change of control.

material adverse effect.


Ultraco Debt Facility

On June 28, 2017, Eagle Bulk Ultraco LLC, (“Ultraco”), a wholly-owned subsidiary of the Company ("Ultraco"), entered into a credit agreement (the “Ultraco Debt Facility”), by and among Ultraco, as borrower, certain wholly-owned vessel-owning subsidiaries of Ultraco, as guarantors (the “UltracoGuarantors”“Ultraco Guarantors”), the lenders thereunder (the “UltracoLenders”“Ultraco Lenders”), the swap banks party thereto, ABN AMRO Capital USA LLC, as facility agent and security trustee for the Ultraco Lenders, ABN AMRO Capital USA LLC, DVB Bank SE and Skandinaviska Enskilda Banken AB (publ), as mandated lead arrangers, and ABN AMRO Capital USA LLC, as arranger and bookrunner. The Ultraco Debt Facility provides for a multi-draw senior secured term loan facility in an aggregate principal amount of up to the lesser of (i) $61,200,000 and (ii) 40% of the lesser of (1) the purchase price of the nine Ultramax vessels (the "Greenship("Greenship Vessels") to be acquired by Ultraco and the Ultraco Guarantors pursuant to a previously disclosed framework agreement, dated as of February 28, 2017, with Greenship Bulk Manager Pte. Ltd., as Trustee-Manager of Greenship Bulk Trust, and (2) the fair market value of the Greenship Vessels. The proceeds of the Ultraco Debt Facility were used for the purpose of financing, refinancing or reimbursing a part of the acquisition cost of the Greenship Vessels. The outstanding borrowings under the Ultraco Debt Facility bear interest at LIBOR plus 2.95% per annum. The Ultraco Debt Facility also provides for the payment of certain other


fees and expenses by Ultraco.

Ultraco incurred $0.9 million to the lenders and $0.5 million as deferred financing costs in connection with the transaction.

Mr. Bart Veldhuizen,

On December 29, 2017, Ultraco entered into a member of the Board of Directors of the Company, is on the board of managing directors of DVB Bank SE, where he is responsible for the bank’s shipping and offshore franchises. Mr. Veldhuizen did not participate in discussions of the Board of Directors of the Company concerningFirst Amendment (the “First Amendment”) to the Ultraco Debt Facility to increase the commitments for the purpose of financing the acquisition of an additional vessel by New London Eagle LLC, a wholly owned subsidiary of Ultraco and additional guarantor under the Ultraco Debt Facility.

The increase in the commitments was $8.6 million. Ultraco took delivery of the vessel in January 2018 and drew down $8.6 million. The Company paid $0.1 million as financing costs to the lender in connection with the transaction. The Company paid a deposit of $2.2 million for the purchase of the vessel as of December 31, 2017.


As of June 30, 2017, the Company2018, Ultraco has drawn $40,000,000$69.8 million of the credit facility relating to the acquisition of six of the nine Greenship Vessels.

10 Ultramax vessels.

The Ultraco Debt Facility matures on the earlier of (i) five years after the delivery of the last remaining Greenship Vessel to occur and (ii) October 31, 2022. There are no fixed repayments until January 2019 (the "First Repayment Date"). Ultraco is required to make quarterly repayments of principal in an amount of $1,075,601$1,787,571 beginning in the first quarter of 2019 based on the six Greenship Vessels delivered as of June 30, 2017, with a final balloon payment to be made at maturity. The quarterly principal repayment will increase to $1,602,270 after the delivery of the remaining three Greenship Vessels, which is expected to occur in the third quarter of 2017. The Ultraco Debt Facility allows for increased commitments, subject to the satisfaction of certain conditions and the obtaining of certain approvals, in an aggregate principal amount as of June 30, 2018, of up to the lesser of (i) $38,800,000$30,200,000 and (ii) 40% of the aggregate fair market value of any additional vessels to be financed with such incremental commitment.

Ultraco’s obligations under the Ultraco Debt Facility are secured by, among other items, a first priority mortgage on each of the Greenship Vesselsten Ultramax vessels ("Ultraco Vessels") and such other vessels that it may from time to time include with the approval of the Ultraco Lenders, an assignment of earnings of the GreenshipUltraco Vessels, an assignment of all charters with terms that may exceed 12 months, an assignment of insurances, an assignment of certain master agreements, and a pledge of the membership interests of each of Ultraco’s vessel-owning subsidiaries. In the future, Ultraco may grant additional security to the Ultraco Lenders from time to time.


 The Ultraco Debt Facility contains financial covenants requiring Ultraco, among other things: (1) to ensure that the aggregate market value of the GreenshipUltraco Vessels (plus the value of certain additional collateral) is at all times not less than 150% of the aggregate principal amount of debt outstanding (subject to certain adjustments); (2) to maintain cash or cash equivalents not less than (a) a liquidity reserve of $600,000 in respect of each GreenshipUltraco Vessel and (b) a debt service reserve of $600,000 in respect of each GreenshipUltraco Vessel, a portion of which may be utilized to satisfy the obligations under the Ultraco Debt Facility upon satisfaction of certain conditions; however, taking into account the requirements of 2(a) and 2(b), the cash or cash equivalents cannot be less than the greater of (i) $7.5 million or (ii) 12% of the consolidated total debt of Ultraco and its subsidiaries; (3) to maintain at all times a ratio of consolidated tangible net worth to consolidated total assets of not less than 0.35 to 1.00; (4) to maintain a consolidated interest coverage ratio beginning after the second anniversary of June 28, 2017, of not less than a range varying from 2.00 to 1.00 to 2.50 to 1.00; and (5) to maintain a ballast water treatment systems reserve of $4,550,000, which may be released upon the satisfaction of certain conditions. In addition, the Ultraco Debt Facility also imposes operating restrictions on Ultraco and the Ultraco Guarantors, including limiting Ultraco’s and the Ultraco Guarantors’ ability to, among other things: pay dividends; incur additional indebtedness; create liens on assets; sell assets; dissolve or liquidate; merge or consolidate with another person; make investments; engage in transactions with affiliates; and allow certain changes of control to occur.


As a result of the receipt of extensions from the United States Coast Guard (the "USCG") regarding compliance with a USCG approved ballast water treatment systems ("BWMS"), the funds held in the ballast water treatment system reserve account have beenwere released for Ultraco's use subsequent toin the third quarter ended June 30,of 2017. Please refer to "Item 2 Management's Discussion and Analysis of Financial Condition and Results of Operations - Vessel Expense."

The Ultraco Debt Facility also includes customary events of default, including those relating to: a failure to pay principal or interest; a breach of covenant, representation or warranty; a cross-default to other indebtedness; the occurrence of certain bankruptcy and insolvency events; the occurrence of certain ERISA events; a judgment default; the cessation of business; the impossibility or unlawfulness of performance of the loan documents; the ineffectiveness of any material provision of any loan document; the occurrence of a material adverse effect; and the occurrence of certain swap terminations.


Interest Rates


For the three-monththree and six months ended June 30, 2018, the interest rate on the Norwegian Bond Debt was 8.25%. The weighted average effective interest rate including the amortization of debt discount and debt issuance costs for these periods was 8.79%.

For the three months ended June 30, 2018, the interest rate on the New First Lien Facility was 5.55% including a margin


over LIBOR applicable under the terms of the New First Lien Facility and commitment fees of 40% of the margin on the undrawn portion of the revolver credit facility of the New First Lien Facility. The weighted average effective interest rate including the amortization of debt discount for this period was 6.18%.

For the six months ended June 30, 2018, interest rates on the New First Lien Facility ranged from 4.91% to 5.55% including a margin over LIBOR applicable under the terms of the New First Lien Facility and commitment fees of 40% of the margin on the undrawn portion of the revolver credit facility of the New First Lien Facility. The weighted average effective interest rate including the amortization of debt discount for this period was 5.82%.

For the three months ended June 30, 2018, the interest rate on the Ultraco Debt Facility was 5.25% including a margin over LIBOR and commitment fees of 40% of the margin on the undrawn portion of the facility. The weighted average effective interest rate for this period was 5.83%.

For the six months ended June 30, 2018, interest rates on the Ultraco Debt Facility ranged from 4.64% to 5.25% including a margin over LIBOR and commitment fees of 40% of the margin on the undrawn portion of the facility. The weighted average effective interest rate for this period was 5.56%.
 For the three months ended June 30, 2017, interest rates on the First Lien Facility ranged from 4.98% to 5.15% including a margin over LIBOR applicable under the terms of the First Lien Facility and commitment fees of 40% of the margin on the undrawn portion of the facility. The weighted average effective interest rate including the amortization of debt discount for this period was 5.58%.

 For the three-month period ended June 30, 2016, interest rates on the First Lien Facility ranged from 3.94% to 4.53% including a margin over LIBOR applicable under the terms of the First Lien Facility and commitment fees of 40% of the margin on the undrawn portion of the facility. The weighted average effective interest rate including the amortization of debt discount for this period was 5.44%.


 For the six-month period ended June 30, 2017, interest rates on our outstanding debt under the First Lien Facility ranged from 4.77% to 5.15%, including a margin over LIBOR and commitment fees of 40% of the margin on the undrawn portion of the facility. The weighted average effective interest rate was 5.41%.

 For the six-month period ended June 30, 2016, interest rates on the First Lien Facility ranged from 3.86% to 4.53% including a margin over LIBOR applicable under the terms of the First Lien facility and commitment fees of 40% of the margin on the undrawn portion of the facility. The weighted average effective interest rate including the amortization of debt discount for this period was 5.48%.


 For the three and six-month periodperiods ended June 30, 2017, the interest rate on the Ultraco Debt Facility was 4.08% including a margin over LIBOR applicable under the terms of the Ultraco Debt Facility which was entered into on June 28, 2017.

 For the three and six-month periods ended June 30, 2017, and June 30, 2016, the payment-in-kind interest rate on our Second Lien Facility was 15% including a margin over LIBOR. The weighted average effective interest rate on our Second Lien Facility including the amortization of debt discount for this periodthese periods was 17.05%. The payment-in-kind interest is due January 19, 2020. 



Interest Expense consisted of:

  

Three Months Ended

  

Six Months Ended

 
  

June 30, 2017

  

June 30, 2016

  

June 30, 2017

  

June 30, 2016

 

First Lien Facility/Exit Financing Facility

 $2,745,748  $2,288,380  $5,410,923  $4,797,522 

Amortization of Debt issuance costs

  1,456,986   491,144   2,901,948   799,648 

Payment in kind interest on Second Lien Facility

  2,642,327   2,123,333   4,977,219   2,123,333 

Ultraco Debt Facility

  13,655      13,657    

Total Interest Expense

 $6,858,716  $4,902,857  $13,303,747  $7,720,503 

 Three Months Ended Six Months Ended
 June 30, 2018June 30, 2017 June 30, 2018June 30, 2017
First Lien Facility$
$2,745,748
 $
$5,410,923
Norwegian Bond Debt4,079,166

 8,204,167

New First Lien Facility859,229

 1,676,193

Amortization of Debt issuance costs480,257
1,456,986
 970,352
2,901,948
Payment in kind interest on Second Lien Facility
2,642,327
 
4,977,219
Ultraco Debt Facility938,026
13,655
 1,737,701
13,657
Super Senior Facility - commitment fees30,333

 59,667

Total Interest Expense$6,387,011
$6,858,716
 $12,648,080
$13,303,747
Interest paid amounted to $5,338,742$11,734,765 and $4,999,476$5,338,742 for the six months ended June 30, 2018 and 2017, respectively.



First Lien Facility

On March 30, 2016, Eagle Shipping as borrower, and certain of its subsidiaries that were guarantors of the Company’s obligations under the Company’s senior secured credit facility (the “Exit Financing Facility”), as guarantors, entered into the First Lien Facility (defined below) with the lenders thereunder and ABN AMRO Capital USA LLC, as agent and security trustee for the lenders. The First Lien Facility amended and restated the Exit Financing Facility in its entirety, provided for Eagle Shipping to be the borrower in the place of the Company, and further provided for a waiver of any and all events of default occurring as a result of the voluntary OFAC Disclosure (as defined in “Note 6. Commitments and Contingencies - Legal Proceedings” to the condensed consolidated financial statements). The First Lien Facility provided for a term loan in the amount of $201,468,750 after giving effect to the entry into the First Lien Facility and the Second Lien Facility as well as a $50,000,000 revolving credit facility (the "First Lien Facility"). The outstanding borrowings under the First Lien Facility bore interest at LIBOR plus 4.0% per annum.

Eagle Shipping prepaid $5,651,000 of the term loan during the year ended December 31, 2016 respectively.

and $13,021,000 of the term loan for the year ended December 31, 2017 pursuant to the terms of the First Lien Facility relating to mandatory prepayments upon sales of vessels. Additionally, Eagle Shipping also repaid $5,000,000 of the revolving credit facility in the third quarter of 2017. On December 8, 2017, Eagle Shipping repaid the outstanding balance of the term loan of $171,078,000 and the outstanding balance of the revolver loan of $20,000,000 and discharged the debt under the First Lien Facility in full.
Second Lien Facility

On March 30, 2016, Eagle Shipping, as borrower, and certain of its subsidiaries that were guarantors of the Company’s obligations under the Exit Financing Facility, as guarantors, entered into a Second Lien Facility with certain lenders (the “Second Lien Lenders”) and Wilmington Savings Fund Society, FSB as agent for the Second Lien Lenders (the “Second Lien Agent”). The Second Lien Facility provided for a term loan in the amount of $60,000,000 (the “Second Lien Facility”), and scheduled to mature on January 14, 2020. The term loan under the Second Lien Facility bore interest at a rate of LIBOR plus 14.00% per annum with a 1.0% LIBOR floor paid in kind quarterly in arrears. The payment-in-kind interest represents a non-cash operating and financing activity on the consolidated statements of cash flows for the three-month period ended March 31, 2017.
On December 8, 2017, in connection with the refinancing defined above, Eagle Shipping repaid the outstanding debt and accumulated payment-in-kind interest aggregating $77.4 million, and discharged the debt under the Second Lien Facility in full.

Scheduled Debt Maturities
The following table presents the scheduled maturities of principal amounts of our debt obligations, excluding the impact of any future vessel sales, for the next five years.
 Norwegian Bond DebtNew First Lien FacilityUltraco Debt FacilityTotal
Six months ended December 31, 2018$4,000,000
$
$
$4,000,000
20198,000,000
10,750,000
8,937,855
27,687,855
20208,000,000
8,600,000
7,150,285
23,750,285
20218,000,000
8,600,000
7,150,285
23,750,285
2022172,000,000
32,050,000
46,561,575
250,611,575
 $200,000,000
$60,000,000
$69,800,000
$329,800,000

Note 6.5. Derivative Instruments and Fair Value Measurements

Forward freight agreements and bunker swaps

The Company trades in forward freight agreements (“FFAs”) and bunker swaps, with the objective of utilizing this marketthese markets as economic hedging instruments that reduce the risk of specific vessels to changes in the freight market. The Company’s FFAs and bunker swaps have not qualified for hedge accounting treatment. As such, unrealized and realized gains and losses are recognized


as a component of other expense in the condensed consolidated statementCondensed Consolidated Statement of operations.

Operations and Other current assets and Fair value of derivatives in the Consolidated Balance Sheets. Derivatives are considered to be Level 2 instruments in the fair value hierarchy.
 

The effect of non-designated derivative instruments on the condensed consolidated statements of operations is as follows:

Derivatives not

designated as hedging

instruments

Location of

(gain)/loss recognized

 

Amount of (gain)/loss

 
   

For the
Three Months Ended

  

For the
Six Months Ended

 
   

June 30, 2017

  

June 30, 2016

  

June 30, 2017

  

June 30, 2016

 

FFAs

Other expense

 $(1,049,363

)

 $300,785  $(788,715

)

 $300,785 

Bunker Swaps

Other expense

  (42,859

)

     3,052    

Total

 $(1,092,222

)

 $300,785  $(785,663

)

 $300,785 

Derivatives not

designated as hedging

instruments

Balance Sheet

location

 

Fair value of Derivatives

 
   

June 30, 2017

  

December 31, 2016

 

FFAs

Other current assets

 $725,850    

Bunker Swaps

Other current assets

  10,759    

Total

 $736,609    

   Amount of (gain)/loss
Derivatives not designated as hedging instrumentsLocation of (gain)/loss recognized For the
Three Months Ended
 For the
For the Six Months Ended
   June 30, 2018 June 30, 2017 June 30, 2018 June 30, 2017
FFAsOther income $36,625
 $(1,049,363) $82,432
 $(788,715)
Bunker SwapsOther income (776,981) (42,859) (722,409) 3,052
Total $(740,356) $(1,092,222) $(639,977) $(785,663)

Derivatives not designated as hedging instrumentsBalance Sheet location Fair Value of Derivatives
   June 30, 2018 December 31, 2017
FFAsFair value of derivatives $461,993
 $73,170
FFAsOther current assets 117,360
 
Bunker SwapsOther current assets 635,258
 128,845
Cash Collateral Disclosures

The Company does not offset fair value amounts recognized for derivatives by the right to reclaim cash collateral or the obligation to return cash collateral. The amount of collateral to be posted is defined in the terms of respective master agreement executed with counterparties or exchanges and is required when agreed upon threshold limits are exceeded. As of June 30, 20172018 and December 31, 2016,2017, the Company posted cash collateral related to derivative instruments under its collateral security arrangements of $994,204$891,344 and zero,$178,836, respectively, which is recorded within other current assets in the condensed consolidated balance sheets.

Fair Value Measurements

The following methods and assumptions were used to estimate the fair value of each class of financial instrument:

Cash, cash equivalents and restricted cash—the carrying amounts reported in the condensed consolidated balance sheets for interest-bearing deposits approximate their fair value due to theirthe short-term nature thereof.

Debt—the carrying amounts of borrowings under the revolving credit agreementNorwegian Bond Debt, the New First Lien Facility and the Ultraco Debt Facility (prior to application of the discount and debt issuance costs) including the Revolving Loan approximate their fair value, due to the variable interest rate nature thereof.

The Company defines fair value, establishes a framework for measuring fair value and provides disclosures about fair value measurements. The fair value hierarchy for disclosure of fair value measurements is as follows:

Level 1 – Quoted prices in active markets for identical assets or liabilities. Our Level 1 non-derivatives include cash, money-market accounts, certain short-term investments and restricted cash accounts.



Level 2 – Quoted prices for similar assets and liabilities in active markets or inputs that are observable. Our Level 2 non-derivatives include our short-term investments and debt balances under the Norwegian Bond Debt, the New First Lien Facility and the Ultraco Debt Facility.


Level 3 – Inputs that are unobservable (for example cash flow modeling inputs based on assumptions)

   Fair Value
 Carrying Value Level 1 Level 2
June 30, 2018     
Assets     
Cash and cash equivalents (1)
$76,956,034
 $76,956,034
 $
Liabilities     
Norwegian Bond Debt *194,381,482
 
 205,250,000
New First Lien Facility **58,803,586
 
 60,000,000
Ultraco Debt Facility **68,626,510
 
 69,800,000
* The fair value of the Bonds is based on the last trade on May 24, 2018 on Bloomberg.com.
** The fair value of the New First Lien Facility and the Ultraco Debt Facility is based on the required repayment to the lenders if the debt was discharged in full on June 30, 2018.

   Fair Value
 Carrying Value Level 1 Level 2
December 31, 2017     
Assets     
Cash and cash equivalents  (1)
$56,325,961
 $56,325,961
 $
Short-term investment4,500,000
   4,500,000
Liabilities     
Norwegian Bond Debt (2)
193,950,329
 
 200,990,000
New First Lien Facility63,758,185
 
 65,000,000
Ultraco Debt Facility59,975,162
 
 61,200,000
(1) Includes non-current restricted cash aggregating $74,917 at June 30, 2018 and December 31, 2017.
(2) The fair value of the Bonds is based on the last trade on December 21, 2017.

Note 7.6. Commitments and Contingencies

Legal Proceedings

The Company is involved in legal proceedings and may become involved in other legal matters arising in the ordinary course of its business. The Company evaluates these legal matters on a case-by-case basis to make a determination as to the impact, if any, on its business, liquidity, results of operations, financial condition or cash flows.

In November 2015, the Company filed a voluntary self-disclosure report with OFAC regarding certain apparent violations of U.S. sanctions regulations in the provision of shipping services for third party charterers with respect to the transportation of cargo to or from Myanmar (formerly Burma) (the “OFAC Disclosure”). At the time of such apparent violations, the Company had a different senior operational management team. Notwithstanding the fact that the apparent violations took place under a different senior operational management team and although the Company’s new Board of Directors and management have implemented robust remedial measures and significantly enhanced its compliance safeguards, there can be no assurance that OFAC will not conclude that these past actions warrant the imposition of civil penalties and/or referral for further investigation by the U.S. Department of


Justice. The report was provided to OFAC for the agency’s review, consideration and determination regarding what action, if any, may be taken in resolution of this matter. The Company will continue to cooperate with the agency regarding this matter and cannot estimate when such review will be concluded. While the ultimate impact of these matters cannot be determined, there can be no assurance that the impact will not be material to the Company’s financial condition or results of operations

operations.

Other Commitments

On July 28, 2011, the Company entered into an agreement to charter in a 37,000 dwt newbuilding Japanese vessel that was delivered in October 2014 for seven years with an option for an additional one year. The hire rate for the first to seventh year is $13,500 per day and $13,750 per day for the eighth year option. On May 10, 2017, the Company signed an agreement to cancel this existing time charter contract. The Company agreed to pay a lump sum termination fee of $1.5 million relating to the cancellation. At the same time, the Company entered into an agreement with the same lessor, effective April 28, 2017 to charter in a 61,400 dwt, 2013 built Japanese vessel for approximately fourthree years (having the same redelivery dates as the aforementioned cancelled charter) with options for two additional years. The hire rate for the first fourthree years is $12,800 per day and the hire rate for the first optional year is $13,800 per day and $14,300 per day for the second optional year.

On February 28, 2017, Ultraco, a wholly-owned subsidiary ofMay 4, 2018, the Company entered into the Greenship Purchase Agreementan agreement to charter-in a 61,425 dwt 2013 built Ultramax vessel for three years with Greenship Sellersan option for an additional two years. The hire rate for the purchase of nine Greenship Vessels. The aggregate purchase pricefirst three years is $12,700 per day and $13,750 per day for the nine Greenship Vessels is $153.01st year option and $14,750 per day for the second year option. The Company expects to take delivery of the vessel in the third quarter of 2018.
On July 20, 2018, the Company, through its subsidiary Eagle Bulk Holdco LLC, signed a memorandum of agreement to acquire a 2014 built Ultramax vessel for $21.3 million. The allocated purchase price for each Greenship Vessel is $17.0 million.

The Company took delivery of six of the nine Greenship Vessels during the second quarter and is expected to take delivery of the remaining Greenship Vesselsvessel, to be named Hamburg Eagle, in the thirdfourth quarter of 2017. As of June 30, 2017, the Company paid a deposit of $20.8 million towards the delivery of the remaining three Greenship Vessels. On July 3, 2017 and August 4, 2017, the Company took delivery of the seventh and eighth Greenship Vessels, respectively, and the remaining Greenship Vessel is expected to be delivered charter free in the third quarter of 2017.

2018.

Note 8. Loss7. Income/(loss) Per Common Share

The computation of basic net lossincome/(loss) per share is based on the weighted average number of common shares outstanding for the three and six-month periodssix months ended June 30, 20172018 and June 30, 2016.2017. Diluted net lossincome/(loss) per share gives effect to stock awards, stock options and restricted stock units using the treasury stock method, unless the impact is anti-dilutive. Diluted net lossincome per share as of June 30, 20172018 does not include 1,843,211 unvested1,452 stock awards, 1,865,865352,000 stock options and 152,266 warrants, as their effect was anti-dilutive. Diluted net loss per share as offor the three months ended June 30, 20162017 does not include 30,3851,843,211 stock awards, 68,6401,865,865 stock options and 152,266 warrants, as their effect was anti-dilutive.

  

Three Months Ended

  

Six Months Ended

 

 
  

June 30,

2017

  

June 30,

2016

  

June 30,

2017

  

June 30,

2016

 

Net loss

 $(5,888,466

)

 $(22,495,573

)

 $(16,956,914

)

 $(61,774,243

)

Weighted Average Shares - Basic

  70,329,050   2,254,665   67,996,330   2,073,068 

Dilutive effect of stock options and restricted stock units

            

Weighted Average Shares - Diluted

  70,329,050   2,254,665   67,996,330   2,073,068 

Basic loss per share *

 $(0.08

)

 $(9.98

)

 $(0.25

)

 $(29.80

)

Diluted loss per share *

 $(0.08

)

 $(9.98

)

 $(0.25

)

 $(29.80

)

*Adjusted to give effect for the 1 for 20 reverse stock split that became effective as of the opening of trading on August 5, 2016.

 Three Months Ended Six Months Ended
 June 30, 2018 June 30, 2017 June 30, 2018 June 30, 2017
Net income/(loss)$3,450,767
 $(5,888,466) $3,503,512
 $(16,956,914)
Weighted Average Shares - Basic70,515,320
 70,329,050
 70,484,240
 67,996,330
Dilutive effect of stock options and restricted stock units1,571,660
 
 1,076,535
 
Weighted Average Shares - Diluted72,086,980
 70,329,050
 71,560,775
 67,996,330
Basic income/(loss) per share$0.05
 $(0.08) $0.05
 $(0.25)
Diluted income/(loss) per share$0.05
 $(0.08) $0.05
 $(0.25)

Note 9.8. Stock Incentive Plans

2016 Equity Compensation Plan

On December 15, 2016, the Company’s shareholders approved the 2016 Equity Compensation Plan (the “2016 Plan”) and the Company registered 5,348,613 shares of common stock, which may be issued under the 2016 Plan. The 2016 Plan replaced the post-emergence Management Incentive Program (the “2014 Plan”) and no other awards will be granted under the 2014 Plan. Outstanding awards under the 2014 Plan will continue to be governed by the terms of the 2014 Plan until exercised, expired, otherwise terminated, or canceled. As of December 31, 2016, 24,644 shares of common stock were subject to outstanding awards under the


2014 Plan. Under the terms of the 2016 Plan, awards for up to a maximum of 3,000,000 shares may be granted under the 2016 Plan to any one employee of the Company and its subsidiaries during any one calendar year, and awards in the form of options and stock appreciation rights for up to a maximum of 3,000,000 shares may be granted under the 2016 Plan. The total number of shares of common stock with respect to which awards may be granted under the 2016 Plan to any non-employee director during any one calendar year shall not exceed 500,000, subject to adjustment as provided in the 2016 Plan. Any director, officer, employee or consultant of the Company or any of its subsidiaries (including any prospective officer or employee) is eligible to be designated to participate in the 2016 Plan.

On January 4, 2018, the Company granted 948,500 restricted shares as a company wide grant to all employees. The fair value of the grant based on the closing share price on January 4, 2018 was $4.5 million. The shares will vest in equal installments over a three year term. Amortization of this charge utilizing the graded method of vesting, which is included in General and administrative expenses, for the three months ended March 31, 2018, was $0.6 million. Additionally, the Company granted 30,000 common shares to its board of directors. The fair value of the grant based on the closing share price on January 10, 2018 was $0.1 million. The shares vested immediately.

As of June 30, 20172018 and 2016,December 31, 2017, stock awards covering a total of 1,843,2112,519,805 and 30,3851,716,928 of the Company’s common shares, respectively, are outstanding under the 2014 Plan and 2016 Plan. The vesting terms range between one to three years from the grant date. The Company is amortizing to non-cashstock-based compensation expense included in general and administrative expenses the fair value of non-vested stock awards at the grant date.

As of June 30, 20172018 and 2016,December 31, 2017, options covering 1,865,8652,290,211 and 68,6402,301,046 of the Company’s common shares, respectively, are outstanding with exercise prices ranging from $4.28 to $505.00 per share. The options vest and become exercisable in four equal installments beginning on the grant date. All options expire within seven years from the effective date.


Non-cashStock-based compensation expense for all stock awards and options included in General and administrative expenses:

  

For the
Three Months

Ended
June 30, 2017

  

For the
Three Months

Ended
June 30, 2016

  

For the
Six Months

Ended

June 30, 2017

  

For the
Six Months

Ended

June 30, 2016

 

Stock awards /Stock Option Plans

 $2,478,051  $841,933  $4,648,751  $1,668,546 
                 

Total non-cash compensation expense

 $2,478,051  $841,933  $4,648,751  $1,668,546 

 For the
For the Three Months Ended
 For the
For the Six Months Ended
 June 30, 2018 June 30, 2017 June 30, 2018 June 30, 2017
        
Stock awards /Stock Option Plans$2,409,599
 $2,478,051
 $5,920,510
 $4,648,751
The future compensation to be recognized for all the grants issued for the six-monthsix month period ending December 31, 2017,2018, and the years ending December 31, 20182019 and 20192020 will be $4,276,686, $6,891,228$$3,337,906, $$2,585,709 and $1,258,777,$$648,078, respectively.

Note 9. Subsequent Events

On July 20, 2018, the Company, through its subsidiary Eagle Bulk Holdco LLC, signed a memorandum of agreement to acquire a 2014 built Ultramax vessel for $21.3 million. The Company is expected to take delivery of the vessel, to be named Hamburg Eagle, in the fourth quarter of 2018.




Item 2.Management's Discussion and Analysis of Financial Condition and Results of Operations

The following is a discussion of the Company’s financial condition and results of operationoperations for the three and six-month periodssix months ended June 30, 20172018 and 2016.2017. This section should be read in conjunction with the condensed consolidated financial statements included elsewhere in this report and the notes to those financial statements and the audited consolidated financial statements and the notes to those financial statements for the fiscal year ended December 31, 2016,2017, which were included in our Form 10-K, filed with the SEC on March 31, 2017.12, 2018. The following discussion contains “forward-looking statements” that reflect our future plans, estimates, beliefs and expected performance. We caution that assumptions, expectations, projections, intentions or beliefs about future events may, and often do, vary from actual results and the differences can be material. Please see “Cautionary Statement Regarding Forward-Looking Statements.”

Overview

We are Eagle Bulk Shipping Inc., a Marshall Islands corporation incorporated on March 23, 2005 and headquartered in Stamford, Connecticut. We own one of the largest fleets of Supramax/Ultramax dry bulk vessels in the world. Supramax dry bulk are vessels which are constructed with on-board cranes, rangingrange in size from approximately 50,000 to 59,000 dwt and Ultramax dry bulk vessels range in size from 60,000 to 65,000 dwt. Supramax and Ultramax vessels are equipped with cranes and grabs, which are used to load and discharge cargo. They are considered a sub-category of the Handymax segment typically defined as 40,000 to 65,000 dwt. We transport a broad range of major and minor bulk cargoes, including but not limited to coal, grain, ore, petcoke, cement and fertilizer, along worldwide shipping routes. As of June 30, 2017,2018, we owned and operated a modern fleet of 4647 Supramax/Ultramax dry bulk vessels. We chartered-in a 37,000 dwt newbuilding Japanese vessel that was delivered in October 2014 for seven years with an option for one additional year. On April 3, 2017, we signed an agreement to cancel this existing time chartered-in contract, and, at the same time, we entered into an agreement to charter in a 61,400 dwt, 2013 built Japanese vessel for approximately fourthree years (having the same redelivery dates as the aforementioned canceled charter) with options for two additional years.

In addition, the Company charters-in third-party vessels on a short to medium term basis.

We are focused on maintaining a high quality fleet that is concentrated primarily in Supramax/Ultramax dry bulk carriers. These vessels have the cargo loading and unloading flexibility of on-board cranes while offering cargo carrying capacities approaching that of Panamax dry bulk vessels, which range in size from 72,000 to 83,000 dwt and rely on port facilities to load and offload their cargoes. We believe that the cargo handling flexibility and cargo carrying capacity of the SupramaxSupramax/Ultramax class vessels make them attractive to cargo interests and vessel charterers. The Company’s owned operating fleet consisted of 4647 dry bulk vessels, with an aggregate carrying capacity of 2,600,5422,693,430 dwt with an average age of 7.7approximately 8.6 years excluding vessels held for sale as of June 30, 2017.

2018.

We carry out the commercial and strategic management of our fleet through our indirectly wholly-owned subsidiary, Eagle Shipping International (USA)Bulk Management LLC, a Marshall Islands limited liability company, which maintains its principal executive offices in Stamford, Connecticut. We own each of our vessels through a separate wholly-owned Marshall Islands limited liability company.

On February 28, 2017, Ultraco, a wholly-owned subsidiary of the Company, entered into the Greenship Purchase Agreement with Greenship Sellers for the purchase of nine Greenship Vessels. The aggregate purchase price for the nine Greenship Vessels is $153.0 million. The allocated purchase price for each Greenship Vessel is $17.0 million. The Company took delivery of six of the nine Greenship Vessels during the second quarter and is expected to take delivery of the remaining Greenship Vessels in the third quarter of 2017. As of June 30, 2017, the Company paid a deposit of $20.8 million towards the delivery of the remaining three Greenship Vessels.

On June 28, 2017, Ultraco, a wholly-owned subsidiary of the Company, entered into the Ultraco Debt Facility, by and among Ultraco, as borrower, the Ultraco Guarantors, the Ultraco Lenders, the swap banks party thereto, ABN AMRO Capital USA LLC, as facility agent and security trustee for the Ultraco Lenders, ABN AMRO Capital USA LLC, DVB Bank SE and Skandinaviska Enskilda Banken AB (publ), as mandated lead arrangers, and ABN AMRO Capital USA LLC, as arranger and bookrunner. The Ultraco Debt Facility provides for a multi-draw senior secured term loan facility in an aggregate principal amount of up to the lesser of (i) $61,200,000 and (ii) 40% of the lesser of (1) the purchase price of the Greenship Vessels to be acquired by Ultraco and the Ultraco Guarantors pursuant to a previously disclosed framework agreement, dated as of February 28, 2017, with Greenship Sellers, and (2) the fair market value of the Greenship Vessels. The proceeds of the Ultraco Debt Facility may be used for the purpose of financing, refinancing or reimbursing a part of the acquisition cost of the Greenship Vessels. The outstanding borrowings under the Ultraco Debt Facility bear interest at LIBOR plus 2.95% per annum. The Ultraco Debt Facility also provides for the payment of certain other fees and expenses by Ultraco. Please refer to "Note 5 Debt" to the condensed consolidated financial statements.


Corporate Information

We maintain our principal executive offices at 300 First Stamford Place, 5th Floor, Stamford, Connecticut 06902. Our telephone number at that address is (203) 276-8100. Our website address is www.eagleships.com. Information contained on or accessible through our website does not constitute part of this Quarterly Report on Form 10-Q.

Strategy

Our financial performance is based on the following key elements of our business strategy:

(1)

concentration in one vessel category: Supramax/Ultramax dry bulk vessels, which we believe offer certain size, operational and geographical advantages relative to other classes of dry bulk vessels, such as Handy, Panamax and Capesize vessels,

(2)

an active owner-operator model where we seek to operate our own fleet and develop contractual relationships directly with cargo interests. These relationships and the related cargo contracts have the dual benefit of providing greater operational efficiencies and act as a balance to the Company’s naturally long position to the market. Notwithstanding the focus on voyage chartering, we consistently monitor the dry bulk shipping market and, based on market conditions, will consider taking advantage of long-term time charters at higher rates when appropriate, and 

(3)

maintain high quality vessels and improve standards of operation through improved standards and procedures, crew training and repair and maintenance procedures.



We believe that this structure provides significant visibility to our future financial results and allows us to take advantage of the relatively stable cash flows and high utilization rates that are associated with medium-term time charters, while at the same time providing us with the revenue upside potential from the index-linked or short-term time charters or voyage charters or pool charters. We regularly monitor the dry bulk shipping market and based on market conditions we may consider taking advantage of long-term charter rates.





We have employed all of our vessels in our operating fleet on time and voyage charters. The following table represents certain information about our revenue earning charters with respect to our operating fleet as of June 30, 2017:

Vessel

 

Year

Built

 

Dwt

 

Charter

Expiration

 

Daily Charter

Hire Rate

 
          

Avocet

 

2010

 

53,462

  

Jul 2017

 

$

8,000

  
          

Bittern

 

2009

 

57,809

  

Jul 2017

 

$

12,500

  
          

Canary

 

2009

 

57,809

  

Jul 2017

 

Voyage

 

2018:
Vessel 
Year
Built
 Dwt 
Charter
Expiration
 
Daily Charter
Hire Rate
 
          
Bittern 2009 57,809
 Oct 2018 $13,250
 
          
Canary 2009 57,809
 Jul 2018 $17,500
 
          
Cardinal 2004 55,362
 Jul 2018 $12,250
 
          
Condor 2001 50,296
 Jul 2018 Voyage
 
          
Crane 2010 57,809
 Sep 2018 $12,000
 
          
Crested Eagle 2009 55,989
 Jul 2018 $11,750
 
          
Crowned Eagle 2008 55,940
 Aug 2018 $12,250
 
          
Egret Bulker 2010 57,809
 Jul 2018 $15,000
 
          
Fairfield Eagle 2013 63,301
 Drydock  (1)
          
Gannet Bulker 2010 57,809
 Jul 2018 $11,250
 
          
Greenwich Eagle 2013 63,301
 Aug 2018 Voyage
 
          
Golden Eagle 2010 55,989
 Jul 2018 Voyage
 
          
Goldeneye 2002 52,421
 Jul 2018 $4,650
(2)
          
Grebe Bulker 2010 57,809
 Aug 2018 $12,500
 
          
Groton Eagle 2013 63,200
 Drydock $
 
          
Hawk I 2001 50,296
 Jul 2018 $9,300
 


Cardinal

 

2004

 

55,362

  

Jul 2017

 

$

6,100

  
          

Condor

 

2001

 

50,296

  

Jul 2017

 

$

6,000

  
          

Crane

 

2010

 

57,809

  

Aug 2017

 

$

8,500

  
          

Crested Eagle

 

2009

 

55,989

  

Jul 2017

 

$

8,200

  
          

Crowned Eagle

 

2008

 

55,940

  

Jul 2017

 

$

6,900

  
          

Egret Bulker

 

2010

 

57,809

  

Aug 2017

 

$

4,300

 

(1

)

          

Fairfield Eagle

 

2013

 

63,301

  

Aug 2017

 

$

9,250

  
          

Gannet Bulker

 

2010

 

57,809

  

Aug 2017

 

$

2,300

  
          

Greenwich Eagle

 

2013

 

63,301

  

Jul 2017

 

$

9,250

  
          

Golden Eagle

 

2010

 

55,989

  

Jul 2017

 

$

9,500

  
          

Goldeneye

 

2002

 

52,421

  

Jul 2017

 

$

7,650

  
          

Grebe Bulker

 

2010

 

57,809

  

Jul 2017

 

$

11,750

  
          

Groton Eagle

 

2013

 

63,200

  

Nov 2018

 

$

10,250

  
          

Hawk I

 

2001

 

50,296

  

Jul 2017

 

$

7,600

  
          

Ibis Bulker

 

2010

 

57,775

  

Jul 2017

 

$

8,000

  
          

Imperial Eagle

 

2010

 

55,989

  

Jul 2017

 

$

9,000

  
          

Jaeger

 

2004

 

52,248

  

Jul 2017

 

$

7,000

  
          

Jay

 

2010

 

57,802

  

Jul 2017

 

$

7,100

  
          

Kestrel I

 

2004

 

50,326

  

Jul 2017

 

$

6,325

  
          

Kingfisher

 

2010

 

57,776

  

Jul 2017

 

Voyage

 
          

Martin

 

2010

 

57,809

  

Jul 2017

 

$

14,000

  
          

Merlin

 

2001

 

50,296

  

Aug 2017

 

Voyage

 
          

Mystic Eagle

 

2013

 

63,301

  

Jul 2017

 

$

3,900

 

(4

)

          

Nighthawk

 

2011

 

57,809

  

Jul 2017

 

$

11,000

  

          
Ibis Bulker 2010 57,775
 Jul 2018 Voyage
 
          
Imperial Eagle 2010 55,989
 Jul 2018 Voyage
 
          
Jaeger 2004 52,248
 Jul 2018 Voyage
 
          
Jay 2010 57,802
 Jul 2018 Voyage
 
          
Kestrel I 2004 50,326
 Dec 2018 $10,250
 
          
Kingfisher 2010 57,776
 Jul 2018 $20,900
 
          
Madison Eagle 2013 63,303
 Jul 2018 Voyage
 
          
Martin 2010 57,809
 Jul 2018 $12,750
 
          
Merlin 2001 50,296
 Jul 2018 $9,500
 
          
Mystic Eagle 2013 63,301
 Aug 2018 $14,650
 
          
New London Eagle 2015 63,140
 Jul 2018 Voyage
 
          
Nighthawk 2011 57,809
 Jul 2018 $11,400
 
          
Oriole 2011 57,809
 Jul 2018 $16,750
 
          
Osprey I 2002 50,206
 Jul 2018 Voyage
 
          
Owl 2011 57,809
 Jul 2018 Voyage
 
          
Petrel Bulker 2011 57,809
 Jul 2018 $14,000
 
          
Puffin Bulker 2011 57,809
 Jul 2018 $8,750
 
          
Roadrunner Bulker 2011 57,809
 Jul 2018 $11,000
 
          
Rowayton Eagle 2013 63,301
 Jul 2018 $15,000
 
          
Sandpiper Bulker 2011 57,809
 Oct 2018 $13,500
 
          
Singapore Eagle 2017 61,530
 Aug 2018 $7,800
(3)
          
Shrike 2003 53,343
 Sep 2018 $14,250
 
          
Skua 2003 53,350
 Aug 2018 Voyage
 
          
Southport Eagle 2013 63,301
 Aug 2018 $15,000
 


Oriole

 

2011

 

57,809

  

Jul 2017

 

Voyage

 
          

Osprey I

 

2002

 

50,206

  

Drydock

   
          

Owl

 

2011

 

57,809

  

Aug 2017

 

$

13,200

  
          

Petrel Bulker

 

2011

 

57,809

  

Aug 2017

 

Voyage

 
          

Puffin Bulker

 

2011

 

57,809

  

Aug 2017

 

$

7,125

  
          

Roadrunner Bulker

 

2011

 

57,809

  

Sep 2017

 

Voyage

 
          

Sandpiper Bulker

 

2011

 

57,809

  

Aug 2017

 

Voyage

 
          

Singapore Eagle

 

2017

 

61,530

  

Jul 2017

 

Voyage

 
          

Shrike

 

2003

 

53,343

  

Sep 2017

 

$

12,000

  
          

Skua

 

2003

 

53,350

  

Jul 2017

 

Voyage

 
          

Southport Eagle

 

2013

 

63,301

  

Sep 2017

 

$

9,750

  
          

Stamford Eagle

 

2016

 

61,530

  

Jul 2017

 

Voyage

 
          

Stellar Eagle

 

2009

 

55,989

  

Aug 2017

 

$

10,250

  
          

Stonington Eagle

 

2012

 

63,301

  

Jul 2017

 

$

3,500

  
          

Tern

 

2003

 

50,200

  

Sep 2017

 

Voyage

 
          

Thrasher

 

2010

 

53,360

  

Jul 2017

 

$

8,850

  
          

Thrush

 

2011

 

53,297

  

Sep 2017

 

$

1,800

 

(2

)

          

Woodstar

 

2008

 

53,390

  

Jul 2017

 

$

11,500

 

(5

)

          

Wren

 

2008

 

53,349

  

Aug 2017

 

$

2,900

 

(3

)

          
Stamford Eagle 2016 61,530
 Aug 2018 $3,750
(4)
          
Stellar Eagle 2009 55,989
 Jul 2018 Voyage
 
          
Stonington Eagle 2012 63,301
 Oct 2019 $11,650
 
          
Tern 2003 50,200
 Jul 2018 $10,500
 
          
Thrasher 2010 53,360
 Aug 2018 $9,500
 
          
Thrush 2011 53,297
 Aug 2018 Voyage
(5)
          
Westport Eagle 2015 63,344
 Jul 2018 Voyage
 

(1)

The vessel is in drydock as of June 30, 2018 and was contracted to perform a time charter after the completion of drydock.


(2)The vessel is contracted to continue the existing time charter at an increased charter rate of $8,500$11,750 after July 21, 2017.

6, 2018.

(2)

(3)

The vessel is contracted to continue the existing time charter at an increased charter rate of $7,750$13,000 after September 1, 2017.

August 8, 2018.

(3)

(4)

The vessel is contracted to continue the existing time charter at an increased charter rate of $8,250$12,500 after July 25, 2017. August 13, 2018 and $13,750 after August 23, 2018.

(5)On June 15, 2017,March 23, 2018, the Company signed a memorandum of agreement to sell the vessel WrenThrush for $7.6$10.9 million after brokerage commissions and associated selling expenses. The vessel is expected to be delivered to the buyers in the fourth quarter of 2017.

(4)

The vessel is contracted to continue the existing time charter at an increased charter rate of $10,750 after July 8, 2017.

(5)

On May 31, 2017, the Company signed a memorandum of agreement to sell the vessel Woodstar for $7.8 million after brokerage commissions and associated selling expenses. The vessel was delivered to the buyers in the third quarter of 2017. The Company expects to record a gain of $0.2 million in the third quarter of 2017.

2018.


Fleet Management

The management of our fleet includes the following functions:

Strategic management. We locate and obtain financing and insurance for, the purchase and sale of vessels.

Commercial management. We obtain employment for our vessels and manage our relationships with charterers.

Technical management. We have established an in-house technical management function to perform day-to-day operations and maintenance of our vessels.

Strategic management. We locate and obtain financing and insurance for, the purchase and sale of vessels.
Commercial management. We obtain employment for our vessels and manage our relationships with charterers.
Technical management. We have established an in-house technical management function to perform day-to-day operations and maintenance of our vessels.
Commercial and Strategic Management

We carry out the commercial and strategic management of our fleet through our indirectly wholly-owned subsidiaries ofsubsidiary, Eagle Shipping, Eagle Shipping International (USA)Bulk Management LLC, a Marshall Islands limited liability company, Eagle Bulk Pte. Ltd, awhich maintains its principal executive offices in Stamford, Connecticut. We have offices in Singapore company and Eagle Bulk Europe GmbH, a German Company.Hamburg, Germany, through which we provide round the clock management services to our owned and chartered-in fleet. We currently have seventy-seven88 shore based personnel, including our senior management team and our office staff, who either directly or through these subsidiaries, provide the following services:

commercial operations and technical supervision;

safety monitoring;

vessel acquisition; and

financial, accounting and information technology services.

Technical management includes managing day-to-day vessel operations, performing general vessel maintenance, ensuring regulatory and classification society compliance, supervising the maintenance and general efficiency of vessels, arranging our hire of qualified officers and crew, arranging and supervising drydocking and repairs, purchasing supplies, spare parts and new equipment for vessels, appointing supervisors and technical consultants and providing technical support.





Value of Assets and Cash Requirements

The replacement costs of comparable new vessels may be above or below the book value of our fleet. The market value of our fleet may be below book value when market conditions are weak and exceed book value when markets conditions are strong. Customary with industry practice, we may consider asset redeployment, which at times may include the sale of vessels at less than their book value. The Company’s results of operations and cash flow may be significantly affected by future charter markets.

Critical Accounting Policies

The discussion and analysis of our financial condition and results of operations is based upon our interim unaudited condensed consolidated financial statements, which have been prepared in accordance with U.S. GAAP and the rules and regulations of the SEC which apply to interim financial statements. The preparation of those financial statements requires us to make estimates and judgments that affect the reported amounts of assets and liabilities, revenues, expenses and warrants and related disclosure of contingent assets and liabilities at the date of our financial statements. Actual results may differ from these estimates under different assumptions and conditions.

Critical accounting policies are those that reflect significant judgments of uncertainties and potentially result in materially different results under different assumptions and conditions. As the discussion and analysis of our financial condition and results of operations isare based upon our interim unaudited condensed consolidated financial statements, they do not include all of the information on critical accounting policies normally included in consolidated financial statements. Accordingly, a detailed description of these critical accounting policies should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016,2017, filed with the SEC on March 31, 2017.12, 2018. There have been no material changes from the “Critical Accounting Policies” previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2016,2017, filed with the SEC on March 31, 2017.

12, 2018 except for the new accounting pronouncements adopted as of January 1, 2018. Please refer to Note 2 "Recently Adopted Accounting Pronouncements" to the condensed consolidated financial statements for further discussion.

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 condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The significant estimates and assumptions of the Company are residual value of vessels, the useful lives of fixed assets,vessels, the periodvalue of amortization, asset impairment,stock-based compensation and stock-based compensation.the fair value of derivatives. Actual results could differ from those estimates.

Results of Operations for the three and six-month periodssix months ended June 30, 20172018 and 2016:

2017:

Fleet Data

We believe that the measures for analyzing future trends in our results of operations consist of the following:

  

Three months

Ended

  

Six months

Ended

 
  

June 30, 2017

  

June 30, 2016

  

June 30, 2017

  

June 30, 2016

 

Ownership Days

  3,878   3,924   7,564   7,928 

Chartered in Days

  744   200   1,258   351 

Available Days

  4,515   4,102   8,649   8,199 

Operating Days

  4,498   4,064   8,603   8,094 

Fleet Utilization (%)

  99.6

%

  99.1

%

  99.5

%

  98.7

%

 
Three Months
Ended
 Six Months Ended
 June 30, 2018 June 30, 2017 June 30, 2018 June 30, 2017
Ownership Days4,294
 3,878
 8,606
 7,564
Chartered in Days867
 744
 1,811
 1,258
Available Days5,020
 4,515
 10,182
 8,649
Operating Days4,992
 4,498
 10,105
 8,603
Fleet Utilization (%)99.4% 99.6% 99.2% 99.5%
In order to understand our discussion of our results of operations, it is important to understand the meaning of the following terms used in our analysis and the factors that influence our results of operations.

Ownership days: We define ownership days as the aggregate number of days in a period during which each vessel in our fleet has been owned by us. Ownership 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 a period.

Chartered-in under operating lease days: We define chartered-in under operating lease days as the aggregate number of days in a period during which we chartered-in vessels. Periodically, the Company charters in vessels on a single trip basis.

Available days: We define available days, which the Company has recently updated and reflected in the above table to better reflect the way management views the business, as the number of our ownership days less the aggregate number of days that our vessels are off-hire due to vessel familiarization upon acquisition, repairs, vessel upgrades or special surveys. The shipping industry uses available days to measure the number of days in a period during which vessels should be capable of generating revenues. During the six-month period ended June 30, 2017, the Company drydocked one vessel. During the six-month period ended June 30, 2016, the Company completed drydocking of six vessels.

Operating days: We define operating days as the number of available days in a period less the aggregate number of days that our vessels are off-hire due to any reason, including unforeseen circumstances. The shipping industry uses operating days to measure the aggregate number of days in a period during which vessels actually generate revenues.

Fleet utilization: We calculate fleet utilization by dividing the number of our operating days during a period by the number of our available days during the 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 other than scheduled repairs or repairs under guarantee, vessel upgrades, special surveys or vessel positioning. Our fleet continues to perform at high utilization rates.

Ownership days: We define ownership days as the aggregate number of days in a period during which each vessel in our fleet has been owned by us. Ownership 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 a period.


Chartered-in under operating lease days: We define chartered-in under operating lease days as the aggregate number of days in a period during which we chartered-in vessels. Periodically, the Company charters in vessels on a single trip basis.
Available days: We define available days as the number of our ownership days and chartered-in days less the aggregate number of days that our vessels are off-hire due to vessel familiarization upon acquisition, repairs, vessel upgrades or special surveys. The shipping industry uses available days to measure the number of days in a period during which vessels should be capable of generating revenues. During the six months ended June 30, 2018, the Company completed drydock for six vessels and two vessels was still in drydock as of June 30, 2018. During the six months ended June 30, 2017, the Company drydocked one vessel.
Operating days: We define operating days as the number of available days in a period less the aggregate number of days that our vessels are off-hire due to any reason, including unforeseen circumstances. The shipping industry uses operating days to measure the aggregate number of days in a period during which vessels actually generate revenues.
Fleet utilization: We calculate fleet utilization by dividing the number of our operating days during a period by the number of our available days during the 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 other than scheduled repairs or repairs under guarantee, vessel upgrades, special surveys or vessel positioning. Our fleet continues to perform at high utilization rates.
Time Charter and Voyage Revenue

Shipping revenues are highly sensitive to patterns of supply and demand for vessels of the size and design configurations owned and operated by a company and the trades in which those vessels operate. In the dry bulk sector of the shipping industry, rates for the transportation of dry bulk cargoes such as ores, grains, steel, fertilizers, and similar commodities, are determined by market forces such as the supply and demand for such commodities, the distance that cargoes must be transported, and the number of vessels expected to be available at the time such cargoes need to be transported. The demand for shipments is significantly affected by the state of the global economy and in discrete geographical areas. The number of vessels is affected by newbuilding deliveries and by the removal of existing vessels from service, principally because of scrapping.

The mix of charters between spot or voyage charters and mid-term time charters also affects revenues. Because the mix between voyage charters and time charters significantly affects shipping revenues and voyage expenses, vessel revenues are benchmarked based on timenet charter equivalent (“TCE”). TCEhire income. Net charter hire income comprises revenue from vessels operating on time charters, and voyage revenue less voyage expenses from vessels operating on voyage charters in the spot market. TCEmarket and charter hire expenses. Net charter hire serves as a measure of analyzing fluctuations between financial periods and as a method of equating revenue generated from a voyage charter to time charter revenue. TCE also serves as an industry standard for measuring revenue and comparing results between geographical regions and among competitors.


The following table represents the reconciliation of TCENet charter hire income for the three and six-monthssix months ended June 30, 20172018 and 2016:

  

Three Months Ended

  

Six Months Ended

 
  

June 30, 2017

  

June 30, 2016

  

June 30, 2017

  

June 30, 2016

 

Revenue, Net

 $53,631,224  $25,590,434  $99,486,281  $46,868,722 

Voyage Expenses

  13,379,664   7,450,149   26,733,011   16,694,196 

Time charter equivalent

  40,251,560   18,140,285   72,753,270   30,174,526 
                 

% of TCE from

                

Time charter

  66

%

  78

%

  63

%

  72

%

Voyage charter

  34

%

  22

%

  36

%

  27

%

Commercial pool

  -   -   1

%

  1

%

2017.


  For the Three Months Ended For the Six Months Ended
  June 30, 2018 June 30, 2017 June 30, 2018 June 30, 2017
Revenues, net $74,938,700
 $53,631,224
 $154,309,309
 $99,486,281
Less:voyage expenses 17,204,964
 13,379,664
 39,719,556
 26,733,011
Less: charter hire expenses 10,108,258
 6,445,580
 20,376,322
 10,318,912
Net charter hire income $47,625,478
 $33,805,980
 $94,213,431
 $62,434,358
         
% Net charter hire from        
Time charters 62% 66% 57% 63%
Voyage charters 38% 34% 43% 36%
Commercial pool % % % 1%



Revenues
Our revenues are derived from time and voyage charters. As is common in the shipping industry, we pay commissions ranging from 1.25% to 5.50% of the total daily charter hire rate of each charter to unaffiliated ship brokers associated with the charterers, depending on the number of brokers involved with arranging the charter.

Net time and voyage charter revenues infor the quarterthree months ended June 30, 20172018, were $53,631,224$74,938,700 compared with $25,590,434$53,631,224 recorded in the comparable quarter in 2016.2017. The increase in revenue was primarily attributable to the improving dry bulk market resulting in higher number of freight voyages performed and higher time charter hire rates in the second quarter of 2017 as well as anincreasean increase in available days due to an increase in our owned fleet and chartered in vessels. Our fleet utilization increased from 99.1% to 99.6% due to better vessel performance
Net time and lower off hire days.

Netvoyage charter revenues duringfor the six-month periodssix months ended June 30, 2018 and 2017 were $154,309,309 and 2016 were $99,486,281, and $46,868,722, respectively. The increase in revenue was attributableprimarily due to ahigher numberan increase in the owned fleet with the purchase of freight voyages performed and higher time charter rates11 Ultramax vessels partially offset by the sale of five vessels since the second quarter of 2017, along with an increase in chartered in vessels as well as anincrease in the available dayshigher charter rates due to anincrease in ourowned fleet as well as chartered in vessels.

an improving dry bulk market.

Voyage Expenses

To the extent that we employ our vessels on voyage charters, we will incur expenses that include bunkers, port charges, canal tolls and cargo handling operations, as these expenses are borne by the vessel owner on voyage charters. Bunkers, port charges, and canal toll expensestolls primarily increase in periods during which vessels are employed on voyage charters because these expenses are for the vessel's account. Voyage expenses for the three-month periodthree months ended June 30, 20172018 were $13,379,664,$17,204,964, compared to $7,450,149$13,379,664 in the comparable quarter in 2016.2017. The increase was mainly attributable to an increase in the fleet size, an increase in the number of freight voyagesvoyage charters performed in the current quarter compared to the comparable quarter in the prior year as reflected in the table above as well as increased bunker prices year over year.

Voyage expenses for the six-month periodssix months ended June 30, 2018 and 2017 were $39,719,556 and 2016 were $26,733,011, and $16,694,196, respectively. The increase in voyage expenses was mainly attributableprimarily due to an increase in the fleet size as well as the number of freight voyagesvoyage charters performed in the current yearperiod compared to the comparable period in the prior year.

The increase in bunker prices year over year contributed to the increase in voyage expenses as well.

Vessel Expenses

Vessel expenses for the three-month periodthree months ended June 30, 20172018 were $19,308,802$20,577,116 compared to $18,594,587$19,308,802 in the comparable quarter in 2016.2017. The increase in vessel expenses is attributable to the increase in purchasethe owned fleet after the acquisition of stores11 Ultramax vessels during 2017 and spares, lubes and repair expenses2018 which was partially offset by a decreasevessel sales in ownership days compared to the prior year.2017 and 2018. The Company sold the vessels Falcon, Harrier, Peregrine and Kittiwake during 2016, andvessel Redwing in the first quarter of 2017, andthe Sparrow in the second quarter of 2017, which was offset by the purchaseWoodstar in the third quarter of eight Ultramax vessels that were delivered between2017 and the Wren in the fourth quarter of 2016 and2017. The vessel Avocet was sold in the second quarter of 2017.2018. The ownership days for the three-month periodsthree months ended June 30, 2018 and 2017 were 4,294 and June 30, 2016 were 3,878, and 3,924, respectively.

Vessel expenses for the six-month periodssix months ended June 30, 2018 and 2017 were $41,655,773 and June 30, 2016 were $37,264,321, and $39,075,222, respectively. The decreaseincrease in vessel expenses is primarily attributable to a decreasean increase in ownership days due to vessel sales offset bythe owned fleet after the acquisition of eight11 Ultramax vessels in the current year.during 2017 and 2018 which was partially offset by vessel sales. The ownership days for the six months ended June 30, 2018 and 2017 were 8,606 and 7,564, compared to 7,928 in the comparable period in the prior year.

respectively.

We believe daily vessel operating expenses are a good measure for comparative purposes over a 12-month period in order to take into account all of the expenses that each vessel in our fleet will incur over a full year of operation.

Average daily vessel operating expenses for our fleet for the three-month periodsthree months ended June 30, 2018 and 2017 were $4,792 and June 30, 2016 were $4,979, and $4,739, respectively. The increasedecrease in daily average vessel operating expenses is mainly attributableprimarily due to an increasesavings in expenses relating to lubes, stores and spares.

repairs expense incurred on vessels sold.


Average daily vessel operating expenses for our fleet for the six-month periodssix months ended June 30, 2018 and 2017 were $4,840 and June 30, 2016 were $4,927, and $4,929, respectively.




Vessel operating expenses include crew wages and related costs, the cost of insurance, expenses relating to repairs and maintenance, the cost of spares and consumable stores and related inventory, tonnage taxes, pre-operating costs associated with the delivery of acquired vessels including providing the newly acquired vessels with initial provisions and stores, and other miscellaneous expenses.

Under United States Federal law and 33 CFR, Part 151, Subpart D (the "BWMS Law"), United States approved BWMS will be required to be installed in all vessels at the first out of water drydocking after January 1, 2016 if these vessels are to discharge ballast water inside 12 nautical miles of the coast of the United States. An Alternative Management System (“AMS”) may be installed in lieu of a USCG approved BWMS. An AMS is valid for five years from the date of required compliance with ballast water discharge standards, by which time it must be replaced by an approved system unless the AMS itself achieves approval.

The Company has two vessels with AMS compliance dates in 2021 and 2022. The BWMS Law allows the USCG to grant compliance date extensions to an owner/operator who has documented, despite all efforts, that compliance with one of the approved BWMS is not possible. The Company has requested and the USCG has granted extensions for our vessels with 2016, 2017, and 2018 drydocking deadlines, including the relevant Greenship Vessels. A majority of these extensions were received prior to June 30, 2017 and extensions on six of the Greenship Vessels were received subsequent to the June 30, 2017 quarter end. We will apply for the extensions as we complete taking delivery of the remaining three Greenship Vessels. The USCG extensions enables us to defer installation to early 2019 and up to 2022. The Company estimates the cost of the systems to be $0.8 million for each Supramax/Ultramax vessel.


Other factors beyond our control, some of which may affect the shipping industry in general, may cause vessel operating expenses to increase, including, for instance, developments relating to market prices for crew, insurance and petroleum-based lubricants and supplies.


Charter hire expenses

The charter hire expenses for the three-month periodthree months ended June 30, 20172018 were $6,445,580$10,108,258 compared to $1,668,239$6,445,580 in the comparable quarter in 2016.2017. The increase in charter hire expenseexpenses was principally due to an increase in the number of chartered in vessels. The Company chartered in a 63,000 dwt newbuilding vessel in May 2016 for a period of nine to fourteen months and a 61,000 dwt newbuilding vessel that was delivered in July 2016 for a period of eleven to thirteen months. The Company chartered in a 63,000 dwt Ultramax vessel in March 2017 for a period of nine to fourteen months. In addition, the Company chartered in vessels on a short-term basis as needed.we expand on our owner-operator platform as well as an increase in the average charter hire expense per day. The total chartered in days for the three-month periodthree months ended June 30, 20172018 were 744867 compared to 200744 for the comparable quarter in the prior year.

The Company currently charters in one Ultramax vessel on a long term basis.

The charter hire expenses for the six-month periodsix months ended June 30, 2018 and 2017 were $20,376,322 and $10,318,912 compared to $3,156,757 in the comparable period in the prior year., respectively. The increase in charter hire expenses is mainlywas primarily due to an increase in the number of chartered in vessels.vessels as well as an increase in the average charter hire expense per day due to improvement in the drybulk market. The total chartered in days for the six-month periodsix months ended June 30, 2018 and 2017 were 1,811 and 1,258, compared to 351 in the prior year comparable period.

respectively.

Depreciation and Amortization

For the three-month periodsthree months ended June 30, 20172018 and 2016,2017, total depreciation and amortization expense was $8,020,597$9,272,460 and $9,654,129,$8,020,597, respectively. Total depreciation and amortization expense for the three-month periodthree months ended June 30, 20172018 includes $7,027,531$7,975,981 of vessel and other fixed asset depreciation and $993,066$1,296,479 relating to the amortization of deferred drydocking costs. Comparable amounts for the three-month periodthree months ended June 30, 20162017 were $8,758,221$7,027,531 of vessel and other fixed asset depreciation and $895,908$993,066 of amortization of deferred drydocking costs. The decreaseincrease in depreciation expense is attributablewas primarily due to the purchase of 10 Ultramax vessels during 2017 and one in January 2018 offset by the sale of sixtwo vessels during 2016the second half of 2017, one vessel in the second quarter of 2018 and one vessel classified as held for sale since the first and second quartersquarter of 2018. The amortization of drydock expense increased in the current quarter compared to the comparable quarter in the prior year primarily due to the completion of three drydockings in 2017 and lower book value of vessels subsequent to the impairment charges aggregating $129,027,862 recordedsix in the first and fourth quartershalf of 2016 offset by the purchase of eight new Ultramax vessels in the fourth quarter of 2016 and the first and second quarters of 2017. The decrease in depreciation expense was offset by an increase in drydock amortization.

2018.

For the six-month periodssix months ended June 30, 20172018 and 2016,2017, total depreciation and amortization expense was $15,513,405$18,548,875 and $19,050,830,$15,513,405, respectively. Total depreciation and amortization expense for the six-month periodsix months ended June 30, 20172018 includes $13,538,266$16,049,334 of vessel and other fixed assetsasset depreciation and $1,975,139$2,499,541 relating to the amortization of deferred drydocking costs. Comparable amounts for the six-month periodsix months ended June 30, 20162017 were $17,661,150$13,538,266 of vessel and other fixed asset depreciation and $1,389,680$1,975,139 of amortization of deferred drydocking costs.

The increase in depreciation was primarily due to the purchase of 10 Ultramax vessels during 2017 and one in January 2018 offset by the sale of two vessels in the second half of 2017 and one vessel in the second quarter of 2018 and one vessel classified as held for sale since the first quarter of 2018. The amortization of drydock expense increased in the current period compared to the comparable period in the prior year primarily due to the completion of three drydockings in 2017 and six in the first half of the 2018.

The cost of all vessels is depreciated on a straight-line basis over the expected useful life of each vessel. Depreciation is based on the cost of the vessel less its estimated residual value. We estimate the useful life of our vessels to be 25 years from the date of initial delivery from the shipyard to the original owner. Furthermore, we estimate the residual values of our vessels to be $300 per lightweight ton, which we believe is common in the dry bulk shipping industry. Drydocking relates to our regularly scheduled maintenance program necessary to preserve the quality of our vessels as well as to comply with international shipping standards and environmental laws and regulations. Management anticipates that vessels are to be drydocked every two and a half years for vessels older than 15 years and every five years for vessels younger than 15 years, accordingly, these expenses are deferred and amortized over that period.






General and Administrative Expenses

Our general and administrative expenses include onshore vessel administration related expenses such as legal and professional expenses and administrative and other expenses including payroll and expenses relating to our executive officers and office staff, office rent and expenses, directors’ fees, and directors and officers insurance. General and administrative expenses also include non-cash compensation expenses.

General and administrative expenses for the three-month periodsthree months ended June 30, 2018 and 2017 were $8,895,505 and 2016 were $8,589,979, and $4,874,719, respectively. These general and administrative expenses include a non-cashstock-based compensation component of $2,409,599 and $2,478,051 for 2018 and $841,933 for 2017, and 2016, respectively. The increase in general and administrative expenses was mainly attributable to increases in compensation expense advisers’ fees and non-cash compensation expense. The increases are reflective ofrelating to incremental staff hired in connection with the expansion ofincreased fleet size under our owner-operator platform and the opening of Eagle Bulk Europe GmbH in the third quarter of 2016.

business model.

General and administrative expenses for the six-month periodssix months ended June 30, 2018 and 2017 were $18,809,469 and 2016 were $16,368,800, and $10,206,062, respectively. These general and administrative expenses include a non-cashstock-based compensation componentexpense of $5,920,510 and $4,648,751 for 2018 and $1,668,546 for 2017, and 2016, respectively. The increase in general and administrative expenses wasis primarily dueattributable to an increase inhigher stock-based compensation expense advisers' fees and non-cash compensation expense.

expense offset by savings in advisors' fees.


Interest Expense

Our interest expense for the three-month periods endingthree months ended June 30, 2018 and 2017 was $6,387,011 and 2016 was $6,858,716, and $4,902,857, respectively. The increasedecrease in interest expense is primarilymainly due to higherthe decrease in amortization of deferred financing costsdebt discount and debt discount onissuance costs by $1.0 million resulting from the debt refinancing in December 2017 where the high interest bearing Second Lien Facility and compoundingwas repaid in full, offset by an increase in the interest expense of payment-in-kind interest$0.9 million on the Second Lien Facility.

OurUltraco Debt Facility, which was used for the acquisition of 10 Ultramax vessels.

The interest expense for the six-month periods endingsix months ended June 30, 2018 and 2017 was $12,648,080 and 2016 was $13,303,747, and $7,720,503, respectively. The increasedecrease in interest expense is primarilymainly due to the payment-in-kind interest on our Second Lien Facility and higherdecrease in amortization of deferred financing costsdebt discount and debt discount.Theissuance costs by $1.9 million resulting from the debt refinancing in December 2017 where the high interest expense for the six-month period ending June 30, 2016 included only three months of payment-in-kindinterest expense and amortization of deferred financing costs because thebearing Second Lien Facility was closedrepaid in full offset by increase in the interest expense of $1.7 million on March 30, 2016.

Athe Ultraco Debt Facility and $0.4 million due to increase in the LIBOR rate year over year. mortization

Amortization of debt issuance costs is included in interest expense. These financing costs relate to costs associated with the First Lien Facility,Norwegian Bond Debt, the Second Lien Facility, Ultraco Debt Facility and Exit Financing Facility. The Company paid $3,086,947 ($2,936,009 paid in the six months ended June 30, 2016) during 2016 in connection with theNew First Lien Facility and the SecondUltraco Debt Facility. The Company incurred $6.2 million in debt discount and debt issuance costs for the Norwegian Bond Debt, $1.3 million for the New First Lien Facility and $6,575,000 during 2014$1.5 million for the Exit Financing Facility, which is recorded as debt issuance costs that amortize over the term of the related loan. The Company paid $1,493,000 in the second quarter of 2017 in connection with the Ultraco Debt Facility which is also recorded as debt issuance costs. In addition, in the first quarter of 2016, the Company issued shares of common stock to the Second Lien Lenders, the fair value of which was determined to be $17.8 million which was also recorded as debt discount and amortized over the term of the Second Lien Facility. For the three-month periodsthree months ended June 30, 20172018 and 2016,2017, the amortization of debt issuance costs was $1,456,986$480,257 and $491,144,$1,456,986, respectively. For the six-month periodssix months ended June 30, 20172018 and 2016,2017, the amortization of debt issuance costs was $970,352 and $2,901,948, and $799,648, respectively.

Refinancing Expenses

Refinancing charges for the six-month period ended June 30, 2017 and 2016 were none and $5,873,650, respectively. These costs primarily relate to the professional fees incurred in connection with the refinancing transaction, which was closed on March 30, 2016.

Effects of Inflation

We do not believe that inflation has had or is likely, in the foreseeable future, to have a significant impact on vessel operating expenses, drydocking expenses or general and administrative expenses.


Liquidity and Capital Resources

  

Six Months Ended

June 30, 2017

  

Six Months Ended

June 30, 2016

 

Net cash used in operating activities

 $(5,263,229

)

 $(32,599,148

)

Net cash (used in)/provided by investing activities

  (131,813,129

)

  5,174,981 

Net cash provided by financing activities

  129,243,753   14,402,053 
         

Decrease in cash and cash equivalents

  (7,832,605

)

  (13,022,114

)

Cash and cash equivalents, beginning of period

  76,516,110   24,896,161 
         

Cash and cash equivalents, end of period

 $68,683,505  $11,874,047 

 For the Six Months Ended
 June 30, 2018 June 30, 2017
Net cash provided by/(used in) operating activities$24,787,497
 $(5,263,229)
Net cash used in investing activities(6,133,726) (131,813,129)
Net cash provided by financing activities1,976,302
 129,243,753
    
Net increase in cash and cash equivalents and restricted cash20,630,073
 (7,832,605)
Cash and cash equivalents and restricted cash at beginning of period56,325,961
 76,591,027
    
 Cash and cash equivalents and restricted cash at end of period$76,956,034
 $68,758,422


Net cash provided by operating activities during the six months ended June 30, 2018 was $24,787,497 compared to net cash used in operating activities during the six-month periodssix months ended June 30, 2017, and 2016 was $5,263,229 and $32,599,148, respectively.of $5,263,229. The cash flows from operating activities improved over the prior year primarily due to an increase in charter hire rates because of andriven by improvement in the dry bulk market and lower drydock expenditures due to a lesser number of vessels drydocked in the current yearpositive working capital change as compared to the corresponding period in the prior year, partially offset by higher drydocking expenditures of $4.6 million in 2018 compared to $0.3 million in the comparable period in the prior year.

Net cash used in investing activities during the six-month periodsix months ended June 30, 2018 and 2017 was $6,133,726 and $131,813,129, respectively. The Company purchased one Ultramax vessel in the first quarter of 2018 for $21.3 million out of which the Company paid a deposit of $2.2 million as of December 31, 2017. The Company redeemed a short-term certificate of deposit amounting to $4.5 million during the first quarter of 2018. The Company sold the vessel Avocet in the second quarter of 2018 for net proceeds of $9.7 million. During the six months ended June 30, 2017, was $131,813,129, compared with net cash provided by investing activities of $5,174,981 during the corresponding six-month period ended June 30, 2016. The increase in cash used by investing activities relates to the purchase ofCompany purchased seven Ultramax vessels for $120.9 million and paid $20.9 million paid as an advance towards the purchase of anthe additional three Greenship Vessels,Ultramax vessels which are expected to bewere delivered in the third quarter of 2017. Please refer to "Note 43. Vessels" to the condensed consolidated financial statements.

Net cash provided by financing activities during the six-month periodsix months ended June 30, 2018 was $1,976,302 compared with $129,243,753 during the corresponding six months ended June 30, 2017. The Company drew down $8.6 million under the Ultraco Debt Facility in connection with the purchase of one Ultramax vessel, offset by repayment of $5.0 million for the Revolving Loan under the New First Lien Facility. The Company paid $1.4 million of debt issuance costs on the three existing debt facilities and $0.3 million towards shares withheld for taxes due to vesting of restricted shares.
In the six months ended June 30, 2017, was $129,243,753 compared with $14,402,053 during the corresponding six-month period ended June 30, 2016. The Company received net proceeds of $96.0 million in the December Private Placement, whicha common stock private placement that closed on January 20, 20172017. The Company received $40.0 million from the Ultraco Debt Facility and paid $1.5 million of other financing costs. Additionally, the Company repaid $5,293,250$5.3 million of its term loanTerm Loan under the First Lien Facility from the proceeds of the sale of the vessels Redwing and Sparrow. The Company received $40.0 million from the Ultraco Debt Facility in the second quarter of 2017 and paid $1.5 million as deferred financing costs. In the first quarter of 2016, the Company received proceeds of $60.0 million from the Second Lien Facility and repaid $17.7 million of its term loan and $30.2 million of its revolver loan under the Exit Financing Facility as part of the debt restructuring transaction, which closed on March 30, 2016. The Company paid $2.9 million as deferred financing costs relating to the restructuring transaction.

Our principal sources of funds are operating cash flows, long-term bank borrowings and borrowings under our revolving credit facility. Our principal use of funds is capital expenditures to establish and grow our fleet, maintain the quality of our vessels, comply with international shipping standards and environmental laws and regulations, fund working capital requirements and repayments of interest and principal on our outstanding loan facilities.

Norwegian Bond Debt
On FebruaryNovember 28, 2017, Ultraco,Eagle Bulk Shipco LLC, a wholly-owned subsidiary of the Company entered into("Shipco" or "Issuer") issued $200,000,000 in aggregate principal amount of 8.250% Senior Secured Bonds (the "Bonds" or the Greenship Purchase Agreement with Greenship Sellers for the purchase of nine Greenship Vessels. The aggregate purchase price for the nine Greenship Vessels is $153.0 million. The allocated purchase price for each Greenship Vessel is $17.0 million. The Company took delivery of six of the nine Greenship Vessels during the second quarter and is expected"Norwegian Bond Debt"), pursuant to take delivery of the remaining Greenship Vessels in the third quarter of 2017. As of June 30, 2017, the Company paid a deposit of $20.8 million towards the delivery of the remaining three Greenship Vessels.

First Lien Facility

On March 30, 2016, Eagle Shipping, as borrower, andthose certain of its subsidiaries that were guarantors of the Exit Financing Facility, as guarantors, entered into the A&R First Lien Loan Agreement with the First Lien Lenders and ABN AMRO Capital USA LLC, as agent and security trustee for the lenders. The A&R First Lien Loan Agreement amended and restated the Exit Financing Facility in its entirety, provided for Eagle Shipping to be the borrower in the place of the Company, and further provided for a waiver of any and all events of default occurring as a result of the voluntary OFAC Disclosure. The A&R First Lien Loan Agreement provides for a term loan which was outstandingbond terms (the "Bond Terms"), dated as of March 30, 2016, inNovember 22, 2017, by and between the amount of $201,468,750 afterIssuer 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 entry intonet proceeds from the A&R First Lien Loan Agreement andissuance of the Second Lien Loan Agreement as well as a $50,000,000 revolving credit facility, of which $10,000,000 was undrawn as of March 30, 2016. TheBonds were approximately $195.0 million. These net proceeds from the Bonds, together with the proceeds from the New First Lien Facility maturesand cash on October 15, 2019. An aggregate fee of $600,000 was paidhand, were used to repay all amounts outstanding including accrued interest under various debt facilities outstanding at that time, and to pay expenses associated with the agent and First Lien Lendersrefinancing transactions. Shipco incurred $1.2 million in other financing costs in connection with the First Lien Facility.

transaction.

As of June 30, 2017, Eagle Shipping’s total availability in the revolving credit facility under the First Lien Facility was $25,000,000.

Please refer to "Note 54. Debt" to the condensed consolidated financial statements.

Second

New First Lien Facility

On March 30, 2016,December 8, 2017, Eagle Shipping as borrower, and certain of its subsidiaries that were guarantorsLLC, a wholly-owned subsidiary of the Company’s obligations under the Exit Financing Facility, as guarantors,Company ("Eagle Shipping") entered into the SecondNew First Lien Loan Agreement with the Second Lien Lenders and the Second Lien Agent. The Second Lien Lenders include certain of the Company’s existing shareholders as well as other investors. The Second Lien Loan AgreementFacility, which provides for (i) a term loan facility in thean aggregate principal amount of up to $60,000,000 (the “Term Loan”) and matures on January 14, 2020 (91 days after the original stated maturity of the First Lien Facility). The term loan under the Second Lien Facility bears interest at(ii) a rate of LIBOR plus 14.00% per annum (with a 1.0% LIBOR floor) or the Base Rate (as defined in the Second Lien Loan Agreement) plus 13.00% per annum, paid in kind quarterly in arrears. Eagle Shipping used the proceeds from the Second Lien Facility to pay down $30,158,500, a portion of the amount outstanding in respect of the revolving credit facility in an aggregate principal amount of up to $5,000,000 (the “Revolving Loan”). Outstanding borrowings under the New First Lien Facility pay three quartersbear interest at LIBOR plus 3.50% per annum.
As of amortization paymentsJune 30, 2018, our availability under the First Lien Facility, pay transaction fees in connection with the entry into the A&R First LienRevolving Loan Agreement and the Second Lien Loan Agreement, maintain a minimum liquidity of $8,140,000 and add cash to its balance sheet.

was $5.0 million.

Please refer to "Note 54. Debt" to the condensed consolidated financial statements.

Ultraco Debt Facility

On June 28, 2017, Eagle Bulk Ultraco LLC, a wholly-owned subsidiary of the Company ("Ultraco"), entered into the Ultracoa credit


agreement (the “Ultraco Debt Facility,Facility”), by and among Ultraco, as borrower, certain wholly-owned vessel-owning subsidiaries of Ultraco, as guarantors (the “Ultraco Guarantors”), the UltracoGuarantors, the UltracoLenders,lenders thereunder (the “Ultraco Lenders”), the swap banks party thereto, ABN AMRO Capital USA LLC, as facility agent and security trustee for the Ultraco Lenders, ABN AMRO Capital USA LLC, DVB Bank SE and Skandinaviska Enskilda Banken AB (publ), as mandated lead arrangers, and ABN AMRO Capital USA LLC, as arranger and bookrunner. The Ultraco Debt Facility provides for a multi-draw senior secured term loan facility in an aggregate principal amount of up to the lesser of (i) $61,200,000 and (ii) 40% of the lesser of (1) the purchase price of the nine Greenship Vessels to be acquired by Ultraco and the Ultraco Guarantors pursuant to a previously disclosed framework agreement, dated as of February 28, 2017, with the Greenship Sellers,Bulk Manager Pte. Ltd., as Trustee-Manager of Greenship Bulk Trust, and (2) the fair market value of the Greenship Vessels. The proceeds of the Ultraco Debt Facility may bewere used for the purpose of financing, refinancing or reimbursing a part of the acquisition cost of the Greenship Vessels. The outstanding borrowings under the Ultraco Debt Facility bear interest at LIBOR plus 2.95% per annum. The Ultraco Debt Facility also provides for the payment of certain other fees and expenses by Ultraco.


Please refer to “Note 54. Debt” to the condensed consolidated financial statements.

Super Senior Facility
On December 8, 2017, Shipco entered into the Super Senior Revolving Facility Agreement (the "Super Senior Facility") by and among Shipco, as borrower, and ABN AMRO Capital USA LLC, as original lender, mandated lead arranger and agent, which provides for a revolving credit facility in an aggregate amount of up to $15,000,000. The proceeds of the Super Senior Facility, which are currently undrawn, are expected, pursuant to the terms of the Super Senior Facility, to be used (i) to acquire additional vessels or vessel owners and (ii) for general corporate and working capital purposes of Shipco and its subsidiaries.
As of June 30, 2018, the availability under the Super Senior Facility is $15.0 million.
We believe that our current financial resources, together with the undrawn revolving credit facility and cash generated from operations will be sufficient to meet our ongoing business needs and other obligations over the next twelve months. Our ability to generate sufficient cash depends on many factors beyond our control including, among other things, continuing to improve the profitability of its operations and future cash flows, which contemplates an improvement in charter rates. 

As of June 30, 2017,2018, our cash and cash equivalentsbalanceequivalents balance was $68,683,505,$76,881,117, compared to a cash and cash equivalentsbalanceequivalents balance of $76,516,110$56,251,044 at December 31, 2016.2017. Also recorded as restricted cash is an amount of $74,917, which collateralizes letters of credit relating to our office leases

leases. 

As of June 30, 2017, our total availability in the revolving credit facility under the First Lien Facility was $25,000,000.

As of June 30, 2017,2018, the Company’s debt consisted of $203,805,750$200,000,000 in term loans,outstanding bonds under the Norwegian Bond Debt, net of $3,891,794$5,618,518 of debt discount and deferred financingdebt issuance costs, the SecondNew First Lien Facility of $72,305,062,$60,000,000, net of $13,689,557$1,196,414 of debt discount and deferred financingdebt issuance costs and the Ultraco Debt Facility of $40,000,000,$69,800,000, net of $1,493,000$1,173,490 of debt discount and deferred financingdebt issuance costs.


Capital Expenditures

Our capital expenditures relate to the purchase of vessels and capital improvements to our vessels, which are expected to enhance the revenue earning capabilities and safety of these vessels.

In addition to acquisitions that we may undertake in future periods, the other major capital expenditures include funding the Company’s program of regularly scheduled drydocking necessary to comply with international shipping standards and environmental laws and regulations. Although the Company has some flexibility regarding the timing of its drydocking, the costs are relatively predictable. The Company anticipates that vessels are to be drydocked every five years for vessels younger than 15 years and every two and a half years for vessels older than 15 years, accordingly, these expenses will be deferred and amortized over that period. Funding of these requirements is anticipated to be met with cash from operations. We anticipate that this process of recertification will require us to reposition these vessels from a discharge port to shipyard facilities, which will reduce our available days and operating days during that period.

Drydocking costs incurred are deferred and amortized to expense on a straight-line basis over the period through the date of the next scheduled drydocking for those vessels. In the six-month periodsix months ended June 30, 2017, one2018, six of our vessels was incompleted drydock (and remainedand two vessels are still in drydock as of June 30, 2017)2018 and we incurred expenditures of $341,350.$4,632,000. In the six-month periodsix months ended June 30, 2016, six of our vessels were drydocked, and we incurred expenditures of $2,037,821 in drydocking related costs.2017, one vessel was drydocked. The following table represents certain information about the estimated costs for anticipated vessel drydockings in the next four quarters, along with the anticipated off-hire days:



Quarter Ending

Off-hire Days(1)

Projected Costs(2)

Quarter Ending
Off-hire Days(1)
Projected Costs(2)
September 30, 2017

2018 (3)
5756
$1.73.2 million

December 31, 2017

2018

March 31, 2018

2019
8444
$1.32.8 million

June 30, 2018

2019
2566
$1.91.0 million
   

(1) Actual duration of drydocking will vary based on the condition of the vessel, yard schedules and other factors.

(2) Actual costs will vary based on various factors, including where the drydockings are actually performed.

(3)During the third quarter of 2018, the vessel Westport Eagle is undergoing repairs at a yard in China. The main engine crankshaft failed in service and is being replaced by the engine manufacturer. The cost of the repair is covered by hull and machinery insurance less the deductible of $100,000. The cause of the failure is unknown at this time and is being investigated by technical and scientific experts in the fields of strength of materials, metal fatigue and torsional analysis. The vessel is expected to be out of service for an estimated 70 days, and to return to service around September 15, 2018.

Off-balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

Other Contingencies

We refer you to “Note 76. Commitments and Contingencies - Legal Proceedings” to our condensed consolidated financial statements for a discussion of our contingencies related to claim litigation. If an unfavorable ruling were to occur in these matters, there exists the possibility of a material adverse impact on our business, liquidity, results of operations, financial position and cash flows in the period in which the ruling occurs. The potential impact from legal proceedings on our business, liquidity, results of operations, financial position and cash flows could change in the future.

Item 3.Quantitative and Qualitative Disclosures about Market Risk

There have been no material changes from the market risk disclosure set forth in the section entitled “Quantitative and Qualitative Disclosures about Market Risk” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016,2017, filed with the SEC on March 31, 2017.

12, 2018.

Item 4.Controls and Procedures

Effectiveness of Disclosure Controls and Procedures

We maintain disclosure controls and procedures, as defined in Rule 13a-15(e) of the Exchange Act, that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

As of June 30, 2017,2018, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective and were operating at a reasonable assurance level as of June 30, 2017.

2018.

Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.



PART II: OTHER INFORMATION

Item 1 - Legal Proceedings

From time to time, we are involved in various disputes and litigation matters that arise in the ordinary course of our business, principally personal injury and property casualty claims. Those claims, even if lacking merit, could result in the expenditure by us of significant financial and managerial resources. Information about legal proceedings is set forth in "Note 7.6. Commitments and Contingencies – Legal Proceedings” to the condensed consolidated financial statements and is incorporated by reference herein.

Item 1A – Risk Factors

There have been no material changes from the “Risk Factors” previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2016,2017, filed with the SEC on March 31, 2017.12, 2018. The risks described in the Annual Report on Form 10-K for the year ended December 31, 20162017 are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or future results.


Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3 - Defaults Upon Senior Securities

None.

Item 4 – Mine Safety Disclosures

None.

Item 5 - Other Information

None.

Item 6 – Exhibits

EXHIBIT INDEX

10.1

Credit Agreement, dated as of June 28, 2017, by and among Eagle Bulk Ultraco LLC, the initial guarantors party thereto, the lenders party thereto, the swap banks party thereto, and ABN AMRO Capital USA LLC, as security trustee and facility agent, together with ABN AMRO Capital USA LLC, DVB Bank SE and Skandinaviska Enskilda Banken AB (publ), as mandated lead arrangers, and ABN AMRO Capital USA LLC, as arranger and bookrunner incorporated by reference to Exhibit 10.1 to the Report on Form 8-K of Eagle Bulk Shipping Inc., filed with theSEC on July 5, 2017.

31.1*

31.1*

31.2*

32.1**

32.2**

101*

The following materials from Eagle Bulk Shipping Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2017,2018, formatted in eXtensible Business Reporting Language (XBRL): (i)Condensed Consolidated Balance Sheets (unaudited) as of June 30, 20172018 and December 31, 2016,2017, (ii) Condensed Consolidated Statements of Operations (unaudited) for the three and six months ended June 30, 20172018 and 2016,2017, (iii) Condensed Consolidated Statements of Comprehensive LossIncome/(Loss) (unaudited) for the three and six months ended June 30, 20172018 and 2016,2017, (iv) Condensed Consolidated Statements of Stockholders’ Equity (unaudited) for the six months ended June30,June 30, 2018 and 2017, and 2016, (v) Condensed Consolidated Statements of Cash Flows (unaudited) for the six months ended June 30, 20172018 and 2016,2017, and (vi) Notes to Condensed Consolidated Financial Statements (unaudited).

* Filed herewith.

** Furnished herewith.



SIGNATURES

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/ Gary Vogel


--------------------------------------------------------------------------------
Gary Vogel

Chief Executive Officer

(Principal executive officer of the registrant)

Date: August 8, 20172018

By: /s/ Frank De Costanzo


--------------------------------------------------------------------------------
Frank De Costanzo

Chief Financial Officer

(Principal financial officer of the registrant)

Date: August 8, 20172018

16


14