UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________
FORM 10-Q
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 20222023
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 Islands98-0453513
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
300 First Stamford Place, 5th floor
Stamford, Connecticut 06902
(Address of principal executive offices)(Zip (Zip Code)
Registrant’s telephone number, including area code: (203) 276-8100

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.01 per shareEGLEThe NasdaqNew York Stock Market LLCExchange
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.
YesNo
Indicate by check mark whether the registrant has submitted electronically 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 such files).
YesNo
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 filerNon-Accelerated filer
Smaller reporting companyEmerging growth 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).
YesNo ☒
Number of shares of registrant’s common stock outstanding as of May 4, 2022: 13,692,9065, 2023: 13,711,744




TABLE OF CONTENTS
Page
PART IFINANCIAL INFORMATION
ITEM 1.FINANCIAL STATEMENTS (Unaudited)
ITEM 2.
ITEM 3.
ITEM 4.
PART IIOTHER INFORMATION
ITEM 1.
ITEM 1A.
ITEM 2.
ITEM 3.
ITEM 4.
ITEM 5.
ITEM 6.




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 freight rates, which could decline from historic highs,fluctuate based on various economic and market conditions, 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 costpurchase price of our vessels significant vessel improvement costs and our vessels'vessels’ estimated useful lives and scrap value, general and administrative expenses, and financing costs related to our indebtedness. OurThe accuracy of the Company’s assumptions, expectations, beliefs and projections depends on events or conditions that change over time and are thus susceptible to change based on actual results may differ materially from those anticipated in theseexperience, new developments and known and unknown risks. The Company gives no assurance that the forward-looking statements as a result of certain factors which could include the following: (i) changes in demand in the drybulk 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 drybulk vessel newbuilding orders or lower than anticipated rates of drybulk vessel scrapping; (iii) changes in rules and regulations applicable to the drybulk industry, including, without limitation, legislation adopted by international bodies or organizations such as the International Maritime Organization and the European Union (the “EU”) 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 drybulk tonnage requirements; (vi) changes in the typical seasonal variations in drybulk charter rates; (vii) changes in the cost of other modes of bulk commodity transportation; (viii) changes in general domestic and international political conditions, including the current conflict between Russia and Ukraine, which may impact our ability to retain and source crew, and in turn, could adversely affect our revenue, expenses, and profitability; (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 deterioration in charter hire rates from current levels or the inability of the Company to achieve its cost-cutting measures; (xi) the duration and impact of the novel coronavirus ("COVID-19") pandemic, including the availability and effectiveness of vaccines on a widespread basis and the impact of any mutations of the virus; (xii) the relative cost and availability of low and high sulfur fuel oil; (xiii) our ability to realize the economic benefits or recover the cost of the scrubbers we have installed; (xiv) any legal proceedings which we may be involved from time to time; 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 drybulk fleet and order book and fleet age. We generated some of this data internally, and some were obtained from independent industry publications and reports that we believewill prove to be reliable sources. We havecorrect, does not independently verified this data nor sought the consent ofundertake any organizationsduty to refer to their reports in this Quarterly Report on Form 10-Q. We disclaimupdate them and disclaims 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. 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) volatility of freight rates driven by changes in demand for seaborne transportation of drybulk commodities and in supply of drybulk shipping capacity; (ii) changes in drybulk carrier capacity driven by levels of newbuilding orders, scrapping rates or fleet utilization; (iii) changes in rules and regulations applicable to the drybulk industry, including, without limitation, regulations of the International Maritime Organization and the European Union (the “EU”), requirements of the Environmental Protection Agency and other governmental and quasi-governmental agencies; (iv) changes in U.S., United Kingdom, United Nations and EU economic sanctions and trade embargo laws and regulations as well as equivalent economic sanctions laws of other relevant jurisdictions; (v) actions taken by regulatory authorities including, without limitation, the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”); (vi) changes in the typical seasonal variations in drybulk freight rates; (vii) changes in national and international economic and political conditions including, without limitation, the current conflict between Russia and Ukraine, the current economic and political environment in China and the environment in historically high-risk geographic areas such as the South China Sea, the Indian Ocean, the Gulf of Guinea and the Gulf of Aden; (viii) 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); (ix) the duration and impact of the novel coronavirus (“COVID-19”) pandemic and measures implemented by governments of various countries in response to the COVID-19 pandemic; (x) volatility of the cost of fuel; (xi) volatility of costs of labor and materials needed to operate our business due to inflation; (xii) any legal proceedings which we may be involved from time to time; and (xiii) other factors listed from time to time in our filings with the Securities and Exchange Commission (the “SEC”).
We have based these statements on assumptions and analyses formed by applying our experience and perception of historical trends, current conditions, expected future developments and other factors we believe are appropriate in the circumstances. The Company’s future results may be impacted by adverse economic conditions, such as inflation, deflation, or lack of liquidity in the capital markets, that may negatively affect it or parties with whom it does business. Should one or more of the foregoing risks or uncertainties materialize in a way that negatively impacts the Company, or should the Company’s underlying assumptions prove incorrect, the Company’s actual results may vary materially from those anticipated in its forward-looking statements, and its business, financial condition and results of operations could be materially and adversely affected. Risks and uncertainties are further described in our Annual Report on Form 10-K for the year ended December 31, 2022, as filed within the SEC on March 10, 2023 (the “Annual Report”).



PART I: FINANCIAL INFORMATION

ITEM I. FINANCIAL STATEMENTS
EAGLE BULK SHIPPING INC. AND SUBSIDIARIES
Condensed Consolidated Balance Sheets (Unaudited)
March 31, 20222023 and December 31, 20212022
(InU.S. Dollars in thousands, except share data and par values)

March 31, 2022December 31, 2021
(Unaudited)March 31, 2023December 31, 2022
ASSETS:ASSETS:ASSETS:
Current assets:Current assets:Current assets:
Cash and cash equivalentsCash and cash equivalents$83,602 $86,147 Cash and cash equivalents$153,237 $187,155 
Accounts receivable, net of a reserve of $1,837 and $1,818, respectively40,918 28,456 
Accounts receivable, net of a reserve of $3,244 and $3,169, respectivelyAccounts receivable, net of a reserve of $3,244 and $3,169, respectively29,719 32,311 
Prepaid expensesPrepaid expenses5,278 3,362 Prepaid expenses6,507 4,531 
InventoriesInventories27,771 17,651 Inventories22,913 28,081 
Collateral on derivativesCollateral on derivatives21,307 15,081 Collateral on derivatives3,482 909 
Fair value of derivative assets - current5,516 4,669 
Fair value of derivative assets – currentFair value of derivative assets – current7,734 8,479 
Other current assetsOther current assets797 667 Other current assets671 558 
Total current assetsTotal current assets185,189 156,033 Total current assets224,263 262,024 
Noncurrent assets:Noncurrent assets: Noncurrent assets: 
Vessels and vessel improvements, at cost, net of accumulated depreciation of $230,318 and $218,670, respectively900,920 908,076 
Vessels and vessel improvements, at cost, net of accumulated depreciation of $268,743 and $261,725, respectivelyVessels and vessel improvements, at cost, net of accumulated depreciation of $268,743 and $261,725, respectively900,659 891,877 
Advances for vessel purchasesAdvances for vessel purchases6,020 3,638 
Advances for BWTS and other assetsAdvances for BWTS and other assets2,507 2,722 
Deferred drydock costs, netDeferred drydock costs, net43,268 42,849 
Other fixed assets, net of accumulated depreciation of $1,665 and $1,623, respectivelyOther fixed assets, net of accumulated depreciation of $1,665 and $1,623, respectively295 310 
Operating lease right-of-use assetsOperating lease right-of-use assets18,654 17,017 Operating lease right-of-use assets24,129 23,006 
Other fixed assets, net of accumulated depreciation of $1,452 and $1,403, respectively368 257 
Restricted cash - noncurrent75 75 
Deferred drydock costs, net44,985 37,093 
Fair value of derivative assets - noncurrent8,476 3,112 
Advances for ballast water systems and other assets3,920 4,995 
Restricted cash – noncurrentRestricted cash – noncurrent2,618 2,599 
Fair value of derivative assets – noncurrentFair value of derivative assets – noncurrent6,022 8,184 
Total noncurrent assetsTotal noncurrent assets977,398 970,625 Total noncurrent assets985,518 975,185 
Total assetsTotal assets$1,162,587 $1,126,658 Total assets$1,209,781 $1,237,209 
LIABILITIES & STOCKHOLDERS' EQUITY 
LIABILITIES & STOCKHOLDERS' EQUITY:LIABILITIES & STOCKHOLDERS' EQUITY: 
Current liabilities:Current liabilities: Current liabilities: 
Accounts payableAccounts payable$23,396 $20,781 Accounts payable$19,290 $20,129 
Accrued interestAccrued interest1,512 2,957 Accrued interest1,726 3,061 
Other accrued liabilitiesOther accrued liabilities18,815 17,994 Other accrued liabilities19,566 24,097 
Fair value of derivative liabilities - current13,111 4,253 
Fair value of derivative liabilities – currentFair value of derivative liabilities – current345 163 
Current portion of operating lease liabilitiesCurrent portion of operating lease liabilities15,749 15,728 Current portion of operating lease liabilities21,778 22,045 
Unearned charter hire revenueUnearned charter hire revenue12,746 12,088 Unearned charter hire revenue8,492 9,670 
Current portion of long-term debtCurrent portion of long-term debt49,800 49,800 Current portion of long-term debt49,800 49,800 
Total current liabilitiesTotal current liabilities135,129 123,601 Total current liabilities120,997 128,965 
Noncurrent liabilities:Noncurrent liabilities:Noncurrent liabilities:
Global Ultraco Debt Facility, net of debt issuance costs217,245 229,290 
Long-term debt – Global Ultraco Debt Facility, net of debt discount and debt issuance costsLong-term debt – Global Ultraco Debt Facility, net of debt discount and debt issuance costs169,154 181,183 
Convertible Bond Debt, net of debt discount and debt issuance costsConvertible Bond Debt, net of debt discount and debt issuance costs113,150 100,954 Convertible Bond Debt, net of debt discount and debt issuance costs103,595 103,499 
Noncurrent portion of operating lease liabilitiesNoncurrent portion of operating lease liabilities2,899 1,282 Noncurrent portion of operating lease liabilities3,583 3,173 
Other noncurrent accrued liabilitiesOther noncurrent accrued liabilities395 265 Other noncurrent accrued liabilities743 1,208 
Total noncurrent liabilitiesTotal noncurrent liabilities333,689 331,791 Total noncurrent liabilities277,075 289,063 
Total liabilitiesTotal liabilities468,818 455,392 Total liabilities398,072 418,028 
Commitments and contingencies00
Commitments and contingencies (Note 7)Commitments and contingencies (Note 7)
Stockholders' equity:Stockholders' equity: Stockholders' equity: 
Preferred stock, $.01 par value, 25,000,000 shares authorized, none issued as of March 31, 2022 and December 31, 2021— — 
Common stock, $0.01 par value, 700,000,000 shares authorized, 12,985,994 and 12,917,027 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively130 129 
Preferred stock, $0.01 par value, 25,000,000 shares authorized, none issued as of March 31, 2023 and December 31, 2022Preferred stock, $0.01 par value, 25,000,000 shares authorized, none issued as of March 31, 2023 and December 31, 2022— — 
Common stock, $0.01 par value, 700,000,000 shares authorized, 13,065,060 and 13,003,702 shares issued and outstanding as of March 31, 2023 and December 31, 2022, respectivelyCommon stock, $0.01 par value, 700,000,000 shares authorized, 13,065,060 and 13,003,702 shares issued and outstanding as of March 31, 2023 and December 31, 2022, respectively131 130 
Additional paid-in capitalAdditional paid-in capital961,930 982,746 Additional paid-in capital966,261 966,058 
Accumulated deficitAccumulated deficit(278,858)(313,495)Accumulated deficit(168,373)(163,556)
Accumulated other comprehensive incomeAccumulated other comprehensive income10,567 1,886 Accumulated other comprehensive income13,690 16,549 
Total stockholders' equityTotal stockholders' equity693,769 671,266 Total stockholders' equity811,709 819,181 
Total liabilities and stockholders' equityTotal liabilities and stockholders' equity$1,162,587 $1,126,658 Total liabilities and stockholders' equity$1,209,781 $1,237,209 


The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
F-1


EAGLE BULK SHIPPING INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Operations (Unaudited)
For the Three Months Ended March 31, 20222023 and 20212022
(InU.S. Dollars in thousands, except share and per share data)

Three Months EndedThree Months Ended
March 31, 2022March 31, 2021March 31, 2023March 31, 2022
Revenues, netRevenues, net$184,398 $96,572 Revenues, net$105,198 $184,398 
Voyage expensesVoyage expenses43,627 26,615 Voyage expenses33,475 43,627 
Vessel operating expensesVessel operating expenses27,915 21,519 Vessel operating expenses31,257 27,915 
Charter hire expensesCharter hire expenses22,711 8,480 Charter hire expenses12,420 22,711 
Depreciation and amortizationDepreciation and amortization14,580 12,506 Depreciation and amortization14,732 14,580 
General and administrative expensesGeneral and administrative expenses10,054 7,698 General and administrative expenses10,950 10,054 
Other operating expenseOther operating expense133 961 Other operating expense90 133 
Total operating expenses119,020 77,779 
Gain on sale of vesselGain on sale of vessel(3,318)— 
Total operating expenses, netTotal operating expenses, net99,606 119,020 
Operating incomeOperating income65,378 18,793 Operating income5,592 65,378 
Interest expenseInterest expense4,447 8,251 Interest expense3,857 4,447 
Interest incomeInterest income(45)(17)Interest income(1,836)(45)
Realized and unrealized loss on derivative instruments, netRealized and unrealized loss on derivative instruments, net7,903 710 Realized and unrealized loss on derivative instruments, net369 7,903 
Total other expense, netTotal other expense, net12,305 8,944 Total other expense, net2,390 12,305 
Net incomeNet income$53,073 $9,849 Net income$3,202 $53,073 
Weighted average shares outstanding:Weighted average shares outstanding:Weighted average shares outstanding:
BasicBasic12,974,125 11,729,492 Basic13,053,117 12,974,125 
DilutedDiluted16,254,898 11,744,568 Diluted13,148,244 16,254,898 
Per share amounts:Per share amounts:Per share amounts:
Basic net incomeBasic net income$4.09 $0.84 Basic net income$0.25 $4.09 
Diluted net incomeDiluted net income$3.27 $0.84 Diluted net income$0.24 $3.27 


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

F-2


EAGLE BULK SHIPPING INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Comprehensive Income (Unaudited)
For the Three Months Ended March 31, 20222023 and 20212022
(InU.S. Dollars in thousands)

Three Months Ended
March 31, 2023March 31, 2022
Net income$3,202 $53,073 
Other comprehensive (loss)/income
Effect of cash flow hedges(2,859)8,681 
Comprehensive income$343 $61,754 

Three Months Ended
March 31, 2022March 31, 2021
Net income$53,073 $9,849 
Other comprehensive income:
Net unrealized gain on cash flow hedges8,681 600 
Comprehensive income$61,754 $10,449 

The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
F-3


EAGLE BULK SHIPPING INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Stockholders'Stockholders’ Equity (Unaudited)
For the Three Months Ended March 31, 20222023 and 20212022
(InU.S. Dollars in thousands, except share and per share data)

Common
stock
Common
stock
amount
Additional
paid-in
capital
Accumulated deficitAccumulated other comprehensive incomeTotal stockholders’
equity
Balance at December 31, 202112,917,027 $129 $982,746 $(313,495)$1,886 $671,266 
Net income— — 53,073 — 53,073 
Dividends declared— — — (27,112)— (27,112)
Cumulative effect of adoption of ASU 2020-06— — (20,726)8,676 — (12,050)
Issuance of shares due to vesting of restricted shares60,890 (1)— — — 
Issuance of shares upon exercise of stock options8,077 — 85 — — 85 
Unrealized gain on cash flow hedges— — — — 8,681 8,681 
Fees for equity offerings— — 201 — — 201 
Cash used to settle net share equity awards— — (1,862)— — (1,862)
Stock-based compensation— — 1,487 — — 1,487 
Balance at March 31, 202212,985,994 $130 $961,930 $(278,858)$10,567 $693,769 
Shares of Common StockCommon StockAdditional Paid-in CapitalAccumulated DeficitAccumulated Other Comprehensive IncomeTotal Stockholders' Equity
Balance at December 31, 202213,003,702 $130 $966,058 $(163,556)$16,549 $819,181 
Net income— — — 3,202 — 3,202 
Dividends declared ($0.60 per share)— — — (8,019)— (8,019)
Issuance of shares due to vesting of equity awards61,358 (1)— — — 
Effect of cash flow hedges— — — — (2,859)(2,859)
Cash used to settle net share equity awards— — (1,651)— — (1,651)
Stock-based compensation— — 1,855 — — 1,855 
Balance at March 31, 202313,065,060 $131 $966,261 $(168,373)$13,690 $811,709 

Common
stock
Common
stock
amount
Additional
paid-in
capital
Accumulated deficitAccumulated other comprehensive (loss)/incomeTotal stockholders’
equity
Shares of Common StockCommon StockAdditional Paid-in CapitalAccumulated DeficitAccumulated Other Comprehensive IncomeTotal Stockholders' Equity
Balance at December 31, 202011,661,797 $116 $943,572 $(472,138)$(1,132)$470,418 
Balance at December 31, 2021Balance at December 31, 202112,917,027 $129 $982,746 $(313,495)$1,886 $671,266 
Net incomeNet income— — — 9,849 — 9,849 Net income— — — 53,073 — 53,073 
Dividends declared ($2.05 per share)Dividends declared ($2.05 per share)— — — (27,112)— (27,112)
Cumulative effect of adoption of ASU 2020-06Cumulative effect of adoption of ASU 2020-06— — (20,726)8,676 — (12,050)
Issuance of shares due to vesting of restricted sharesIssuance of shares due to vesting of restricted shares71,146 (1)— — — Issuance of shares due to vesting of restricted shares60,890 (1)— — — 
Unrealized gain on cash flow hedges— — — — 600 600 
Issuance of shares upon exercise of stock optionsIssuance of shares upon exercise of stock options8,077 — 85 — — 85 
Effect of cash flow hedgesEffect of cash flow hedges— — — — 8,681 8,681 
Fees for equity offeringsFees for equity offerings— — (32)— — (32)Fees for equity offerings— — 201 — — 201 
Cash used to settle net share equity awardsCash used to settle net share equity awards— — (811)— — (811)Cash used to settle net share equity awards— — (1,862)— — (1,862)
Stock-based compensationStock-based compensation— — 872 — — 872 Stock-based compensation— — 1,487 — — 1,487 
Balance at March 31, 202111,732,943 $117 $943,600 $(462,289)$(532)$480,896 
Balance at March 31, 2022Balance at March 31, 202212,985,994 $130 $961,930 $(278,858)$10,567 $693,769 


The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
F-4


EAGLE BULK SHIPPING INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Cash Flows (Unaudited)
For the Three Months Ended March 31, 20222023 and 20212022
(InU.S. Dollars in thousands)

Three Months EndedThree Months Ended
March 31, 2022March 31, 2021March 31, 2023March 31, 2022
Cash flows from operating activities:Cash flows from operating activities:Cash flows from operating activities:
Net incomeNet income$53,073 $9,849 Net income$3,202 $53,073 
Adjustments to reconcile net income to net cash provided by operating activities:Adjustments to reconcile net income to net cash provided by operating activities:Adjustments to reconcile net income to net cash provided by operating activities:
DepreciationDepreciation11,697 10,507 Depreciation11,191 11,697 
Amortization of operating lease right-of-use assetsAmortization of operating lease right-of-use assets5,706 3,080 Amortization of operating lease right-of-use assets6,326 5,706 
Amortization of deferred drydocking costsAmortization of deferred drydocking costs2,883 1,999 Amortization of deferred drydocking costs3,541 2,883 
Amortization of debt discount and debt issuance costsAmortization of debt discount and debt issuance costs562 1,629 Amortization of debt discount and debt issuance costs518 562 
Net unrealized loss/(gain) on fair value of derivatives11,450 (503)
Gain on sale of vesselGain on sale of vessel(3,318)— 
Unrealized loss on derivative instruments, netUnrealized loss on derivative instruments, net236 11,450 
Stock-based compensation expenseStock-based compensation expense1,487 872 Stock-based compensation expense1,855 1,487 
Drydocking expendituresDrydocking expenditures(10,774)(4,821)Drydocking expenditures(3,661)(10,774)
Changes in operating assets and liabilities:Changes in operating assets and liabilities:Changes in operating assets and liabilities:
Accounts payableAccounts payable3,010 6,488 Accounts payable(833)3,010 
Accounts receivableAccounts receivable(12,462)(6,697)Accounts receivable2,416 (12,462)
Accrued interestAccrued interest(1,445)2,150 Accrued interest(1,335)(1,445)
InventoriesInventories(10,120)(3,096)Inventories5,168 (10,120)
Operating lease liabilities current and noncurrentOperating lease liabilities current and noncurrent(5,706)(3,302)Operating lease liabilities current and noncurrent(7,306)(5,706)
Collateral on derivativesCollateral on derivatives(6,226)— Collateral on derivatives(2,573)(6,226)
Fair value of derivatives, other current and noncurrent assetsFair value of derivatives, other current and noncurrent assets(252)(5,743)Fair value of derivatives, other current and noncurrent assets(133)(252)
Other accrued liabilitiesOther accrued liabilities628 159 Other accrued liabilities(4,728)628 
Prepaid expensesPrepaid expenses(1,916)(308)Prepaid expenses(1,976)(1,916)
Unearned charter hire revenueUnearned charter hire revenue659 2,070 Unearned charter hire revenue(1,179)659 
Net cash provided by operating activitiesNet cash provided by operating activities42,254 14,333 Net cash provided by operating activities7,411 42,254 
Cash flows from investing activities:Cash flows from investing activities:Cash flows from investing activities:
Purchase of vessels and vessel improvementsPurchase of vessels and vessel improvements(283)(47,977)Purchase of vessels and vessel improvements(20,881)(283)
Advances for vessel purchasesAdvances for vessel purchases— (4,720)Advances for vessel purchases(6,020)— 
Purchase of scrubbers and ballast water systems(3,494)(755)
Purchase of ballast water treatment systemsPurchase of ballast water treatment systems(210)(3,494)
Proceeds from hull and machinery insurance claimsProceeds from hull and machinery insurance claims— 75 Proceeds from hull and machinery insurance claims174 — 
Net proceeds from sale of vesselNet proceeds from sale of vessel8,380 — 
Purchase of other fixed assetsPurchase of other fixed assets(160)(8)Purchase of other fixed assets(26)(160)
Net cash used in investing activitiesNet cash used in investing activities(3,937)(53,385)Net cash used in investing activities(18,583)(3,937)
Cash flows from financing activities:Cash flows from financing activities:Cash flows from financing activities:
Repayment of term loan under New Ultraco Debt Facility— (7,811)
Repayment of revolver loan under Super Senior Facility— (15,000)
Proceeds from revolver loan under New Ultraco Debt Facility— 55,000 
Repayment of term loan under Global Ultraco Debt Facility(12,450)— 
Repayment of long-term debt – Global Ultraco Debt FacilityRepayment of long-term debt – Global Ultraco Debt Facility(12,450)(12,450)
Dividends paidDividends paid(8,626)(26,818)
Cash paid for taxes related to net share settlement of equity awardsCash paid for taxes related to net share settlement of equity awards(1,651)(1,862)
Cash received from exercise of stock optionsCash received from exercise of stock options85 — Cash received from exercise of stock options— 85 
Cash used to settle net share equity awards(1,862)(811)
Equity offerings issuance costs201 (292)
Proceeds from equity offerings, net of issuance costsProceeds from equity offerings, net of issuance costs— 201 
Financing costs paid to lendersFinancing costs paid to lenders(18)(170)Financing costs paid to lenders— (18)
Dividends paid(26,818)— 
Net cash (used in)/provided by financing activities(40,862)30,916 
Net cash used in financing activitiesNet cash used in financing activities(22,727)(40,862)
Net decrease in cash, cash equivalents and restricted cashNet decrease in cash, cash equivalents and restricted cash(2,545)(8,136)Net decrease in cash, cash equivalents and restricted cash(33,899)(2,545)
Cash, cash equivalents and restricted cash at beginning of periodCash, cash equivalents and restricted cash at beginning of period86,222 88,849 Cash, cash equivalents and restricted cash at beginning of period189,754 86,222 
Cash, cash equivalents and restricted cash at end of periodCash, cash equivalents and restricted cash at end of period$83,677 $80,713 Cash, cash equivalents and restricted cash at end of period$155,855 $83,677 
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid during the period for interest$4,791 $4,320 
Accruals for vessel purchases and vessel improvements included in Other accrued liabilities$70 $244 
Accruals for scrubbers and ballast water treatment systems included in Accounts payable and Other accrued liabilities$2,943 $3,153 
Accruals for dividends payable included in Other accrued liabilities and Other noncurrent accrued liabilities$785 $— 
Accruals for debt issuance costs included in Accounts payable and Other accrued liabilities$— $250 


The accompanying notes are an integral part of these Condensed Consolidated Financial Statements.
F-5


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). All dollar amounts are stated in U.S. dollars and are presented in thousands, on a rounded basis, using actual amounts, except for per share amounts and unless otherwise noted. Minor differences in totals or percentages may exist due to rounding.
The Company is engaged in the ocean transportation of drybulk cargoes worldwide through the ownership, charter and operation of drybulk vessels. The Company’s fleet is comprised of Supramax and Ultramax drybulk carriers, and the Company operates its business in 1one business segment.
As of March 31, 2022,2023, the Company owned and operated a modern fleet of 53 oceangoingocean-going vessels, including 2725 Supramax and 2628 Ultramax vessels with a combined carrying capacity of 3.193.21 million deadweight tons ("dwt"(“dwt”) and an average age of approximately 9.510.4 years. Additionally, the Company charters-in 4chartered-in five Ultramax vessels on a long termlong-term basis, with remaining lease term of approximately one year each andterms ranging from five months to 13 months. The Company also charters-in third-party vessels on a short term basis for a period less than one year.short-term basis.
For each of the three months ended March 31, 2023 and 2022, and 2021, the Company’sCompany had no charterers did notwhich individually accountaccounted for more than 10% of the Company’s gross charter revenue during those periods.revenue.
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 that apply to interim financial statements and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotesnotes 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 20212022 Annual Report on Form 10-K, filed with the SEC on March 14, 202210, 2023 (the "Form 10-K"“Annual Report”).
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.
The results of operations for the interim periods presented are not necessarily indicative of the results that may be expected for the entire year.
In March 2021, the Company entered into an at market issuance sales agreement with B. Riley Securities, Inc., BTIG, LLC and Fearnley Securities, Inc., as sales agents (each, a “Sales Agent” and collectively, the “Sales Agents”), to sell shares of common stock, par value $0.01 per share, of the Company with aggregate gross sales proceeds of up to $50.0 million, from time to time through an “at-the-market” offering program (the “ATM Offering”). During the second quarter of 2021, the Company sold and issued an aggregate of 581,385 shares at a weighted average sales price of $47.97 per share under the ATM Offering for aggregate net proceeds of $27.1 million after deducting sales agent commissions and other offering costs. The proceeds were used for partial financing of vessel acquisitions and other corporate purposes.
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 significantSignificant estimates include fair values of long-lived assets (primarily vessels and assumptionsoperating lease right-of-use assets), impairment of the Company are residual value oflong-lived assets (primarily vessels the useful lives of vessels, the value ofand operating lease right-of-use assets), stock-based compensation estimated losses on our trade receivables, fair value ofand financial instruments (primarily derivative instruments and Convertible Bond Debt (as defined below)herein)), residual values of vessels, useful lives of vessels and its equity component, fair value of operating lease right-of-use assets and operating lease liabilities and the fair value of derivatives.estimated losses on accounts receivable. Actual results could differ from those estimates.

Note 2. Recent Accounting Pronouncements

Significant Accounting Policies

and Pronouncements
The Company's significant accounting policies are described in Note 2, Significant Accounting Policies, in the Notesnotes to the Consolidated Financial Statementsconsolidated financial statements included in the Form 10-K.Annual Report. Included herein are certain updates to those policies.

Vessels and Vessel Improvements, At Cost


Vessels are stated at cost, which consists of the contract price, and other direct costs relating to acquiring and placing the vessels in service. Major vessel improvements, such as scrubbers and ballast water treatment systems (“BWTS”), are capitalized and depreciated over the remaining useful lives of the vessels. Depreciation is calculated on a straight-line basis over the estimated useful lives of the vessels based on the cost of the vessels reduced by the estimated scrap value of the vessels as discussed below. The Company estimates the useful life of the Company's vessels to be 25 years from the date of initial delivery from the shipyard to the original owner.
F-6


Effective January 1, 2023, we increased our estimated vessel scrap value from $300 per light weight ton (“lwt”) to $400 per lwt. This change was driven by increases in 15-year average scrap price trends sourced from a third-party data provider as well as similar increases by certain of our industry peer companies. The change in the estimated scrap value will result in a decrease in depreciation expense over the remaining life of our vessel assets. For the three months ended March 31, 2023, net income increased by $1.0 million, or $0.08 per basic and diluted share as a result of the change in this estimate. We expect depreciation to decrease by approximately $4.0 million for the year ended December 31, 2023 solely as a result of the prospective change in this estimate.
Recently Adopted Accounting Pronouncements

In AugustMarch 2020, the Financial Accounting Standards Board ("FASB"(“FASB”) issued Accounting Standards Update ("ASU"(“ASU”) 2020-06, Accounting for Convertible Instruments and Contracts in an Entity's Own Equity, (“ASU 2020-06”). ASU 2020-06 simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. ASU 2020-06 removes from U.S. GAAP the separation models for (1) convertible debt with a cash conversion feature and (2) convertible instruments with a beneficial conversion feature. As a result, after adopting the ASU's guidance, entities will not separately present in equity an embedded conversion feature in such debt. Instead, the entity will account for a convertible debt instrument wholly as debt, and for convertible preferred stock wholly as preferred stock (i.e., as a single unit of account), unless (1) a convertible instrument contains features that require bifurcation as a derivative under ASC 815, Derivatives and Hedging, or (2) a convertible debt instrument was issued at a substantial premium. The Company adopted ASU 2020-06 as of January 1, 2022 under the modified retrospective approach. The Convertible Bond Debt (defined below) will no longer require bifurcation and separate accounting of the equity component. The resulting debt discount will no longer be amortized to interest expense over the life of the bond and thus an adjustment to beginning retained earnings of $8.7 million was recorded within Accumulated deficit reflecting the cumulative impact of adoption. Additionally, a $20.7 million reduction to Additional paid-in capital was recorded to reverse the equity component and an offsetting $12.0 million was recorded within Long-term debt as a reversal of the debt discount.

Recently Issued Accounting Pronouncements Not Yet Effective

The FASB has issued accounting standards that had not yet become effective as of March 31, 2022 and may impact the Company's consolidated financial statements or related disclosures in future periods. Those standards and their potential impact are discussed below:

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, (“ASU 2020-04”). ASU 2020-04 addresses concerns about certain accounting consequences that could result from the anticipated transition away from the use of LIBORprovides optional expedients and other interbank offered ratesexceptions for applying U.S. GAAP to alternative reference rates. ASU 2020-04 is elective and applies “to all entities, subject to meeting certain criteria, that have contracts, hedging relationships and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. ASU 2020-04 establishes (1) a general contract modification principle that entities can apply in other areas that may be affected by reference rate reform and (2) certain elective hedge accounting expedients. ASU 2020-04 is optional and effective for all entities as of March 12, 2020 and may be applied prospectively to contract modifications made on or before December 31, 2022.2024 (as extended by ASU 2022-06, Deferral of the Sunset Date of Topic 848). In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848):, Scope, (" (“ASU 2021-01"2021-01”), which clarifies certain provisions in Topic 848, if elected by an entity, to apply to derivative instruments that use interest raterates for margining, discounting, or contract price alignment that is modified as a result of reference rate reference reformreform. The Company is currently evaluatinghas not yet modified any contracts under the adoptionexpedients or exceptions allowed by ASU 2020-04 or ASU 2021-01. If and when a contract modification within the scope of ASU 2020-04 occurs, it is not expected to have a material impact on its debt under the Global Ultraco Debt Facility (as defined below) as it bears interest on outstanding borrowings at LIBOR plus a margin rate. Additionally, the Company is also evaluating the adoption of ASU 2021-01 on its interest rate swaps related to the Global Ultraco Debt Facility.

our condensed consolidated financial statements.
Note 3. Vessels
VesselVessels and Vessel Improvements
As of March 31, 2022,2023, the Company’s owned operating fleet consisted of 53 drybulk vessels.
During the third quarter of 2018,In December 2022, the Company entered into a contractmemorandum of agreement to acquire a high-specification 2015-built Ultramax bulkcarrier for the installationtotal consideration of ballast water treatment systems ("BWTS") on 39 of our owned vessels. The projected cost, including installation, is approximately $0.5 million per BWTS.$24.3 million. The Company intendspaid a deposit of $3.6 million on this vessel as of December 31, 2022. The vessel was delivered to complete the installationsCompany in February 2023.
In January 2023, the Company entered into a memorandum of agreement to acquire a high-specification 2020-built scrubber-fitted Ultramax bulkcarrier for total consideration of $30.1 million. The vessel is expected to be delivered to the Company during scheduled drydockings.the second quarter of 2023.
In February 2023, the Company entered into a memorandum of agreement to acquire a high-specification 2020-built scrubber-fitted Ultramax bulkcarrier for total consideration of $30.1 million. The vessel is expected to be delivered to the Company completed installationduring the second quarter of BWTS on 28 vessels and recorded $15.7 million2023.
In February 2023, the Company entered into a memorandum of agreement to sell the vessel Jaeger (a 2004-built Supramax) for total consideration of $9.0 million. The vessel was delivered to the buyer in March 2023.
Activity in Vessels and vessel improvements in the Condensed Consolidated Balance Sheets as of March 31, 2022. Additionally, the Company recorded $3.4 million as advances paid towards installation of BWTS on the remaining vessels as a Noncurrent asset in its Condensed Consolidated Balance Sheets as of March 31, 2022.



F-7


The Vessels and vessel improvements activity for the three months ended March 31, 20222023 is below:as follows:
(In thousands)
Vessels and vessel improvements, at DecemberMarch 31, 20212023
Beginning balance$908,076891,877 
Purchase of vessels and vessel improvements24724,513 
Scrubbers andSale of vessels(5,050)
Purchase of BWTS4,245469 
Depreciation expense(11,648)(11,150)
Vessels and vessel improvements, at March 31, 2022Ending balance$900,920900,659 
F-7


Note 4. Debt
(In thousands)March 31, 2022December 31, 2021
Convertible Bond Debt$114,119 $114,119 
Debt discount and debt issuance costs - Convertible Bond Debt(969)(13,165)
Convertible Bond Debt, net of debt discount and debt issuance costs113,150 100,954 
Global Ultraco Debt Facility275,100 287,550 
Debt discount and Debt issuance costs - Global Ultraco Debt Facility(8,055)(8,460)
Less: Current portion - Global Ultraco Debt Facility(49,800)(49,800)
Global Ultraco Debt Facility, net of debt issuance costs217,245 229,290 
Total long-term debt$330,395 $330,244 
Long-term debt consists of the following:
March 31, 2023December 31, 2022
Principal Amount OutstandingDebt Discounts and Debt Issuance CostsCarrying ValuePrincipal Amount OutstandingDebt Discounts and Debt Issuance CostsCarrying Value
Convertible Bond Debt$104,119 $(524)$103,595 $104,119 $(620)$103,499 
Global Ultraco Debt Facility225,300 (6,346)218,954 237,750 (6,767)230,983 
Total debt329,419 (6,870)322,549 341,869 (7,387)334,482 
Less: Current portion - Global Ultraco Debt Facility(49,800)— (49,800)(49,800)— (49,800)
Total long-term debt$279,619 $(6,870)$272,749 $292,069 $(7,387)$284,682 
Convertible Bond Debt

On July 29, 2019, the Company issued $114.1 million in aggregate principal amount of 5.00%5.0% Convertible Senior Notes due 2024 (the “Convertible Bond Debt”). After deducting debt discount of $1.6 million, the Company received net proceeds of approximately $112.5 million. Additionally, the Company incurred $1.0 million of debt issuance costs relating to this transaction. The Company used the proceeds to partially finance the purchase of 6six Ultramax vessels and for general corporate purposes, including working capital.
The Convertible Bond Debt bears interest at a rate of 5.00%5.0% per annum on the outstanding principal amount thereof, payable semi-annually in arrears on February 1 and August 1 of each year, commencingwhich commenced on February 1, 2020. The Convertible Bond Debt may bear additional interest upon certain events, as set forth in the indenture governing the Convertible Bond Debt (the "Indenture"“Indenture”).

The Convertible Bond Debt will mature on August 1, 2024 (the “Maturity Date”), unless earlier repurchased, redeemed or converted pursuant to its terms. From time to time, the Company may, subject to market conditions and other factors and to the extent permitted by law, opportunistically repurchase the Convertible Bond Debt in the open market or through privately negotiated transactions. The Company may not otherwise redeem the Convertible Bond Debt prior to the Maturity Date.

Each holder has the right to convert any portion of the Convertible Bond Debt, provided such portion is of $1,000 or a multiple thereof, at any time prior to the close of business on the business day immediately preceding the Maturity Date. The conversion rate of the Convertible Bond Debt after adjusting for a 1-for-7 reverse stock split effected on September 15, 2020 (the "Reverse“Reverse Stock Split"Split”) and the Company's payments of cash dividends of $2.00 per share and $2.05 per share on November 24, 2021 (to shareholders of record as of November 15, 2021) and ondeclared through March 25, 2022 (to shareholders of record as of March 15, 2022), respectively,31, 2023 is 27.60631.0670 shares of the Company's common stock per $1,000 principal amount of Convertible Bond Debt, which is equivalent to a conversion price of approximately $36.22$32.19 per share of its common stock (subject to further adjustments for future dividends).

Upon conversion of the remaining bonds, the Company will pay or deliver, as the case may be, either cash, shares of its common stock or a combination of cash and shares of its common stock, at the Company’s election, to the holder (subject to shareholder approval requirements in accordance with the listing standards of the Nasdaq Global Select Market)New York Stock Exchange).

If the Company undergoes a fundamental change, as set forth in the Indenture, each holder may require the Company to repurchase all or part of their Convertible Bond Debt for cash in principal amounts of $1,000 or a multiple thereof. The fundamental change repurchase price will be equal to 100% of the principal amount of the Convertible Bond Debt to be repurchased, plus accrued and unpaid interest. If, however, the holders instead elect to convert their Convertible Bond Debt in
F-8


connection with the fundamental change, the Company will be required to increase the conversion rate of the Convertible Bond Debt at a rate determined by a combination of the date the fundamental change occurs and the stock price of the Company's common stock on such date.
F-8


The Convertible Bond Debt is thea general, unsecured senior obligationsobligation of the Company. It ranks: (i) senior in right of payment to any of the Company’s indebtedness that is expressly subordinated in right of payment to the Convertible Bond Debt; (ii) equal in right of payment to any of the Company’s unsecured indebtedness that is not so subordinated; (iii) effectively junior in right of payment to any of the Company’s secured indebtedness to the extent of the value of the assets securing such indebtedness; and (iv) structurally junior to all indebtedness and other liabilities of current or future subsidiaries of the Company.

The Indenture also provides for customary events of default. Generally, if an event of default occurs and is continuing, then the trustee or the holders of at least 25% in aggregate principal amount of the Convertible Bond Debt then outstanding may declare 100% of the principal of and accrued and unpaid interest, if any, on all the Convertible Bond Debt then outstanding to be due and payable.

InAs of January 1, 2022, in accordance with ASC 470, Debt, ("ASC 470") the liability and equity components of convertible debt instruments that may be settled in cash upon conversion (including partial cash settlement) prior to the adoption of ASU 2020-06 were to be separately accounted for in a manner that reflectedunder the issuer's non-convertible debt borrowing rate. The guidance required the initial proceeds received from the sale of convertible debt instruments to be allocated between a liability component and equity component in a manner that reflected the interest expense at the interest rate of similar non-convertible debt that could have been issued by the Company at the time of issuance. Prior to the adoption of ASU 2020-06, the Company accounted formodified retrospective approach, the Convertible Bond Debt based on the above guidanceno longer required bifurcation and attributedseparate accounting of its conversion feature that was previously separately accounted for as an equity component. As such, an adjustment to beginning retained earnings of $8.7 million was recorded within Accumulated deficit and a portion of the proceeds$20.7 million reduction to Additional paid-in capital was recorded to reverse the equity component. The resulting debt discountcomponent and an offsetting $12.0 million was amortized using the effective interest method over the expected life of therecorded within Convertible Bond Debt, as interest expense. Additionally, thenet of debt discount and debt issuance costs were allocated based on the total amount incurred to the liability and equity components using the same proportions as the proceeds from the Convertible Bond Debt. The Company adopted ASU 2020-06 as of January 1, 2022 and made adjustments to account for the cumulative impacta reversal of the adoption.debt discount. See Note 2, RecentSignificant Accounting Pronouncements,Policies, in the notes to the consolidated financial statements included in the Annual Report for additional discussion of the impact of ASU 2020-06 on the accounting for the Convertible Bond Debt and the condensed consolidated financial statements upon adoption on January 1, 2022.

Share Lending Agreement

In connection with the issuance of the Convertible Bond Debt, certain persons entered into an arrangement (the "Share“Share Lending Agreement"Agreement”) to borrow up to 511,840 shares of the Company’s common stock through share lending arrangements from Jefferies LLC (“JCS”), an initial purchaser of the Convertible Bond Debt, which in turnDebt. In connection with the foregoing, the Company entered into an arrangementagreement with an affiliate of JCS to borrow thelend up to 511,840 newly issued shares from an entity affiliated with Oaktree Capital Management, LP, one of the Company’s shareholders.common stock. The number of shares loaned under the Share Lending Agreement have been adjusted for the Reverse Stock Split. As of March 31, 2022,2023, the fair value of the 511,840 outstanding loaned shares was $34.9$23.3 million based on the closing price of the common stock on March 31, 2022.2023. In connection with the Share Lending Agreement, JCS paid $0.03 million representing a nominal fee per borrowed share, equal to the par value of the Company’s common stock.

While the Share Lending Agreement does not require cash payment upon return of the shares, physical settlement is required (i.e., the loaned shares must be returned at the end of the arrangement). In view of this share return provision and other contractual undertakings of JCS in the share lending agreement,Share Lending Agreement, which have the effect of substantially eliminating the economic dilution that otherwise would result from the issuance of borrowed shares, the loaned shares are not considered issued and outstanding for the purpose of computing and reporting the Company's basic and diluted weighted average shares or earningsnet income per share. If JCS were to file bankruptcy or commence similar administrative, liquidating or restructuring proceedings, the Company will have to consider 511,840 shares lent to JCS as issued and outstanding for the purposes of calculating earningsnet income per share.

Global Ultraco Debt Facility

On October 1, 2021, Eagle Bulk Ultraco LLC (“Eagle Ultraco”), a wholly-owned subsidiary of the Company, along with certain of its vessel-owning subsidiaries as guarantors, entered into a new senior secured credit facility (the "Global“Global Ultraco Debt Facility"Facility”) with the lenders party thereto (the “Lenders”) Credit Agricole Corporate and Investment Bank (“Credit Agricole”), Skandinaviska Enskilda Banken AB (PUBL), Danish Ship Finance A/S, Nordea Bank ABP, Filial I Norge, DNB Markets Inc., Deutsche Bank AG, and ING Bank N.V., London Branch. The Global Ultraco Debt Facility provides for an aggregate principal amount of $400.0 million, which consists of (i) a term loan facility in an aggregate principal amount of $300.0 million (the “Term Facility”) and (ii) a revolving credit facility in an aggregate principal amount of $100.0 million (the “Revolving Facility”) to be used for refinancing the outstanding debt, including accrued interest and commitment fees under the Holdco Revolving Credit
F-9


Facility, New UltracoPrevious Debt Facility and Norwegian Bond Debt (each asFacilities (as defined in Note 6,7, Debt, in the Notes to the Consolidated Financial Statements in the Form 10-K)Annual Report) and for general corporate purposes. The Company paid fees of $5.8 million to the Lenders in connection with the transaction.

The Global Ultraco Debt Facility has a maturity date of five years from the date of borrowing on the Term Facility, which is October 1, 2026. Outstanding borrowings bear interest at a rate of LIBOR plus 2.10% to 2.80% per annum, depending on certain metrics such as the Company's financial leverage ratio and meeting sustainability linked criteria. Repayments of $12.45 million are due quarterly beginningand began on December 15, 2021, with a final balloon payment of all outstanding principal and accrued interest due upon maturity. The loan is repayable in whole or in part without premium or penalty prior to the maturity date subject to certain requirements stipulated in the Global Ultraco Debt Facility.
F-9


The Global Ultraco Debt Facility is secured by 49 of the Company's vessels. The Global Ultraco Debt Facility contains certain standard affirmative and negative covenants along with financial covenants. The financial covenants include: (i) minimum consolidated liquidity based on the greater of (a) $0.6 million per vessel owned directly or indirectly by the Company or (b) 7.5% of the Company's total debt; (ii) debt to capitalization ratio not greater than 0.60:1.00; and (iii) maintaining positive working capital.

As of March 31, 2023, the Company was in compliance with all applicable financial covenants under the Global Ultraco Debt Facility.
Pursuant to the Global Ultraco Debt Facility, the Company borrowed $350.0 million and together with cash on hand repaid the outstanding debt, accrued interest and commitment fees under the Holdco Revolving Credit Facility and New Ultraco Debt Facility.Facility (each as defined in Note 7, Debt, in the notes to the consolidated financial statements included in the Annual Report). Concurrently, the Company issued a 10-day call notice to redeem the outstanding bonds under the Norwegian Bond Debt.Debt (as defined in Note 7, Debt, in the notes to the consolidated financial statements included in the Annual Report). Additionally, in October 2021, the Company entered into 4four interest rate swaps for the notional amount of $300.0 million of the Term Facility under the Global Ultraco Debt Facility at a fixed interest rate ranging between 0.83% and 1.06% to hedge the LIBOR-based floating interest rate (see Note 5, Derivative Instruments, for additional details).

As of March 31, 2023, there are no amounts outstanding under the Revolving Facility.
Interest Rates

2022

ForA summary of interest expense for the three months ended March 31, 2023 and 2022 is as follows:
Three Months Ended
March 31, 2023March 31, 2022
Convertible Bond Debt interest$1,301 $1,427 
Global Ultraco Debt Facility interest (1)
1,793 2,213 
Commitment fees on revolving credit facilities245 245 
Amortization of debt discount and debt issuance costs518 562 
Total interest expense$3,857 $4,447 
(1)Interest expense on the Global Ultraco Debt Facility includes a reduction of $2.3 million of interest and $0.5 million of interest from interest rate derivatives designated as hedging instruments for the three months ended March 31, 2023 and 2022, respectively. See Note 5, Derivative Instruments for additional information.
The following table presents the interest rate on the Convertible Bond Debt was 5.00%. The weighted average effective interest rate on the Company’s debt obligations, including the amortization of debt discountdiscounts and debt issuance costs and costs associated with commitment fees on revolving facilities for this period was 5.49%.

For the three months ended March 31, 2023 and 2022, but excludes the impact on interest from interest rate derivatives designated as hedging instruments. In addition, the following table presents the range of contractual interest rates on the Global Ultraco Debt Facility ranged from 2.35% to 2.98%, including a margin over LIBOR applicable underCompany’s debt obligations, excluding the termsimpact of the Global Ultraco Debt Facility andcosts associated with commitment fees of 40% of the margin on the undrawn portion of the revolver credit facility of the Global Ultraco Debt Facility. The weighted average effective interest rate including the amortization of debt discount and debt issuance costsrevolving facilities for this period was 3.05%.

2021

For the three months ended March 31, 2021, the interest rate on the Convertible Bond Debt was 5.00%. The weighted average effective interest rate including the amortization of debt discount2023 and debt issuance costs for this period was 10.14%.2022.
 Three Months Ended
 March 31, 2023March 31, 2022
Weighted average effective interest rate7.31 %4.05 %
Range of interest rates5.00% to 6.97%2.35% to 5.00%

For the three months ended March 31, 2021, the interest rate on the New Ultraco Debt Facility ranged from 2.62% to 2.72%, including a margin over LIBOR applicable under the terms of the New Ultraco Debt Facility and commitment fees of 40% of the margin on the undrawn portion of the revolver credit facility of the New Ultraco Debt Facility. The weighted average effective interest rate including the amortization of debt discount and debt issuance costs for this period was 3.22%.

For the three months ended March 31, 2021, 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 this period was 8.84%.

For the three months ended March 31, 2021, the interest rate on our outstanding debt under the Super Senior Facility (as defined in Note 6, Debt, in the Notes to the Consolidated Financial Statements in the Form 10-K) was 2.24%. The weighted average effective interest rate including the amortization of debt issuance costs for these periods was 2.58%. Additionally, we paid commitment fees of 40% of the margin on the undrawn portion of the Super Senior Revolver Facility.





F-10


The following table summarizes the Company’s total interest expense:

Three Months Ended
(In thousands)March 31, 2022March 31, 2021
Convertible Bond Debt interest$1,427 $1,426 
Global Ultraco Debt Facility interest2,213 — 
New Ultraco Debt Facility interest— 1,465 
Norwegian Bond Debt interest— 3,630 
Super Senior Facility interest— 30 
Amortization of debt discount and debt issuance costs562 1,629 
Commitment fees on revolving credit facilities245 71 
Total Interest expense$4,447 $8,251 

Scheduled Debt Maturities
The following table presents the scheduled maturities of principal amounts of our debt obligations as of March 31, 2022:2023:
(In thousands)Convertible Bond DebtGlobal Ultraco Debt FacilityTotal
Nine months ending December 31, 2022$— $37,350 $37,350 
2023— 49,800 49,800 
Global Ultraco Debt Facility
Convertible Bond Debt (1)
Total
Nine months ending December 31, 2023Nine months ending December 31, 2023$37,350 $— $37,350 
20242024114,119 49,800 163,919 202449,800 104,119 153,919 
20252025— 49,800 49,800 202549,800 — 49,800 
20262026— 88,350 88,350 202688,350 — 88,350 
$114,119 $275,100 $389,219 $225,300 $104,119 $329,419 

(1)This amount represents the aggregate principal amount of the Convertible Bond Debt outstanding that would be repaid, in cash, at the election of the Company, upon maturity.

Note 5. Derivative Instruments
Interest rate swaps
During October 2021, theThe Company entered into 4uses interest rate swaps for the notional amount of $300.0 million of the Term Facility under the Credit Agreement for the Global Ultraco Debt Facility at a fixedto manage its exposure to interest rate ranging between 0.83% and 1.06% to hedge the LIBOR-based floating interest rate.
During 2020,risk on its debt. Generally, the Company enteredenters into a series of interest rate swap agreements toswaps with the objective of effectively convert a portion of itsconverting debt under the New Ultraco Debt Facility, excluding any amounts outstanding under the revolving credit facility as well as any new term loan borrowings from a floatingfloating-rate to a fixed-rate basis. In August 2021,obligation. As of March 31, 2023, the Company cancelled the New Ultraco Debt Facility interest rate swaps. Concurrent with the cancellation, the Company entered into another interest rate swap which was subsequently cancelled on October 1, 2021 upon repayment of the New Ultraco Debt Facility.

TheCompany’s outstanding interest rate swaps were designated as hedging instruments and qualified as cash flow hedges. The Company uses interest rate swaps for the management of interest rate risk exposure, as an interest rate swap effectively converts a portion of the Company’s debt from a floating to a fixed rate. The interest rate swap is an agreement between the Company and counterparties to pay, in the future, a fixed-rate payment in exchange for the counterparties paying the Company a variable payment. The amount of the net payment obligation is based on the notional amount of the interest rate swap and the prevailing market interest rates. The Company may terminate the interest rate swaps prior to their expiration dates, at which point a realized gain or loss may be recognized, or may be amortized over the original life of the interest rate swap if the hedged debt remains outstanding. The value of the Company’s commitment would increase or decrease based primarily on the extent to which interest rates move against the rate fixed for each swap.
F-11



Tabular disclosure of derivatives location
The following table summarizes the interest rate swaps in place as of March 31, 2022 and December 31, 2021:
Interest Rate Swap detailNotional Amount outstanding (in thousands)
Trade dateFixed rateStart dateEnd dateMarch 31, 2022December 31, 2021
October 07, 20210.83 %October 12, 2021December 15, 2025$206,325 $215,663 
October 13, 20210.94 %October 15, 2021December 15, 202522,925 23,963 
October 14, 20210.93 %October 18, 2021December 15, 202522,925 23,963 
October 22, 20211.06 %October 26, 2021December 15, 202522,925 23,963 
$275,100 $287,552 
The Company records the fair value of the interest rate swap as an asset or liability on its balance sheet. The effective portion of the swap is recorded in Accumulated other comprehensive income. The estimated income that is currently recorded in Accumulated other comprehensive income as of March 31, 2022 that is expected to be reclassified into the earnings within the next twelve months is $2.4 million. No portion of the cash flow hedges were ineffective during the three months ended March 31, 2022.

The effect of derivative instruments on the Condensed Consolidated Statements of Operations for the three months ended March 31, 2022 and 2021 is below:
Derivatives designated as hedging instrumentsLocation of loss in Statements of OperationsEffective portion of loss reclassified from Accumulated other comprehensive income (in thousands)
Three Months Ended
March 31, 2022March 31, 2021
Interest rate swapsInterest expense$397 $145 
The following table shows the interest rate swap assets and liabilities as of March 31, 2022 and December 31, 2021:
Derivatives designated as hedging instruments (in thousands)Balance Sheet locationMarch 31, 2022December 31, 2021
Interest rate swapFair value of derivative assets - current$2,371 $— 
Interest rate swapFair value of derivative assets - noncurrent$8,476 $3,112 
Interest rate swapFair value of derivative liabilities - current$— $885 
Forward freight agreements and bunker swaps
The Company trades inuses forward freight agreements (“FFAs”) and bunker swaps to manage its exposure to changes in charter hire rates and market bunker prices, respectively. Generally, the Company enters into FFAs with the objective of utilizing this marketeffectively fixing charter hire rates for future charter transactions and the Company enters into bunker swaps with the objective of effectively fixing forecasted bunker transactions. The Company utilizes these derivative instruments to economically hedge these risks and does not designate them as economic hedging instruments.
For derivative instruments that reduce the risk of specific vessels toare not designated as hedging instruments, changes in the freight market. The Company’s FFAsfair value of the instruments and bunker swaps have not qualified for hedge accounting treatment. As such,the gain or loss ultimately realized upon settlement of the derivative are reported in Realized and unrealized and realized gains are recognized as a component of Other expense,loss on derivative instruments, net in the Condensed Consolidated Statements of Operations and Other current assets and Fair value of derivatives in the Condensed Consolidated Balance Sheets. Derivatives are considered to be Level 2 instruments in the fair value hierarchy. For our bunker swaps, the Company may enter into master netting, collateral and offset agreements with counterparties.

Operations.
As of March 31, 2022,2023, the Company hadhas International Swaps and Derivatives Association ("ISDA") agreements with 5 applicable banks andfive financial institutions which contain netting provisions. In addition to a master agreement with the Company supported by a primary parent guarantee on either side, the Company also has associated credit support agreements in place with the two counterpartiesone counterparty which, among other things, provide the circumstances under which either party is required to post eligible
F-12


collateral when the market value of transactions covered by these agreements exceeds specified thresholds. The Company does not anticipate non-performance by any of the counterparties.

Interest rate swaps
As of March 31, 2023, the Company had the following outstanding interest rate swaps that were designated and qualified as cash flow hedges.

Range of Fixed RatesWeighted Average Fixed RateNotional Amount Outstanding
0.83% to 1.06%0.87%$225,300 
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The effect of these derivative instruments on the Condensed Consolidated Balance Sheets as of March 31, 2023 and December 31, 2022 is as follows:

Fair Value of Derivative Assets/(Liabilities)
Balance Sheet LocationMarch 31, 2023December 31, 2022
Derivatives designated as hedging instruments
Interest rate contracts - interest rate swaps
Fair value of derivative assets - current$7,734 $8,479 
Fair value of derivative assets - noncurrent6,022 8,184 
$13,756 $16,663 
The effect of these instruments on the Condensed Consolidated Statements of Operations and the Condensed Consolidated Statements of Comprehensive Income for the three months ended March 31, 2023 and 2022 is as follows:
Derivatives in Cash Flow Hedging RelationshipsGain/(Loss) Recognized in Other Comprehensive Income/(Loss)Location of Gain/(Loss) Reclassified from Accumulated Other Comprehensive Income into EarningsGain/(Loss) Reclassified from Accumulated Other Comprehensive Income/(Loss) into Earnings
Three Months EndedThree Months Ended
March 31, 2023March 31, 2022March 31, 2023March 31, 2022
Interest rate contracts
Interest rate swaps$(598)$8,284 Interest expense$2,261 $(397)
Further information on the effect of these instruments on the Condensed Consolidated Statements of Comprehensive Income for the three months ended March 31, 2023 and 2022 is as follows:
March 31, 2023March 31, 2022
Accumulated other comprehensive income, beginning balance$16,549 $1,886 
Gain/(loss) recognized in Other Comprehensive Income/(Loss)(598)8,284 
Gain/(loss) reclassified from Other Comprehensive Income/(Loss) into earnings(2,261)397 
Accumulated other comprehensive income, ending balance$13,690 $10,567 
Of the amount recorded in Accumulated other comprehensive income as of March 31, 2023, $7.9 million is expected to be reclassified into earnings within the next twelve months.
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Forward freight agreements and bunker swaps
A summary of outstanding FFAs as of March 31, 2023 is as follows:
FFA Period
Average FFA Contract Price(1)
Number of Days Hedged
Quarter ending June 30, 2023 - Buy Positions$14,297 (240)
Quarter ending June 30, 2023 - Sell Positions$15,007 630
Quarter ending September 30, 2023 - Buy Positions$14,297 (240)
Quarter ending September 30, 2023 - Sell Positions$15,007 630
Quarter ending December 31, 2023 - Buy Positions$13,915 (195)
Quarter ending December 31, 2023 - Sell Positions$15,007 630
(1)Presented in whole dollars.
As of March 31, 2023, the Company had outstanding bunker swap agreements to purchase 25,2507,850 metric tons of high and low sulfursulphur fuel oil with prices ranging between $486$499 and $798 that are$592 with contracts expiring at March 31,between April and December 2023. The volume represents less than 10%Company does not expect non-performance by any of our estimated consumption on our fleet for the year.

counterparties to the Company’s bunker swap transactions.
The following table shows our open positionseffect of these derivative instruments on FFAsthe Condensed Consolidated Balance Sheets as of March 31, 2022:2023 and December 31, 2022 is as follows:

FFA PeriodNumber of Days HedgedAverage FFA Contract Price
Quarter ending June 30, 2022405$16,672 
Quarter ending September 30, 20221125$22,503 
Quarter ending December 31, 2022990$20,914 
Fair Value of Derivative Assets/(Liabilities)
Balance Sheet LocationMarch 31, 2023December 31, 2022
Derivatives not designated as hedging instruments
Commodity contracts - FFAs
Fair value of derivative liabilities - current$(249)$(70)
$(249)$(70)
Commodity contracts - bunker swaps
Fair value of derivative liabilities - current$(96)$(93)
$(96)$(93)
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The Company will realize a gain or loss on these FFAs based on the price differential between the average daily BSI rate and the FFA contract price. The gains or losses are recorded in Other expense, net in the Condensed Consolidated Statements of Operations.

The effect of non-designated derivativethese instruments on the Condensed Consolidated Statements of Operations, which is presented in Realized and Balance Sheetsunrealized loss on derivative instruments, net for the three months ended March 31, 2023 and 2022 is as follows:

(In thousands)For the Three Months Ended
Derivatives not designated as hedging instrumentsLocation of loss/(gain) in Statements of OperationsMarch 31, 2022March 31, 2021
FFAs - realized (gain)/lossRealized and unrealized loss on derivative instruments, net$(1,772)$1,966 
FFAs - unrealized loss/(gain)Realized and unrealized loss on derivative instruments, net14,252 (277)
Bunker swaps - realized gainRealized and unrealized loss on derivative instruments, net(1,774)(753)
Bunker swaps - unrealized gainRealized and unrealized loss on derivative instruments, net(2,803)(226)
Total$7,903 $710 
 Loss/(Gain) Recognized in Earnings
Three Months Ended
Derivatives not designated as hedging instrumentsMarch 31, 2023March 31, 2022
Commodity contracts
FFAs - realized loss/(gain)$142 $(1,772)
Bunker swaps - realized gain(9)(1,774)
133 (3,546)
FFAs - unrealized loss233 14,252 
Bunker swaps - unrealized loss/(gain)(2,803)
236 11,449 
Realized and unrealized loss on derivative instruments, net$369 $7,903 


Derivatives not designated as hedging instruments (in thousands)Balance Sheet locationMarch 31, 2022December 31, 2021
FFAs - Unrealized lossFair value of derivative liabilities - current$13,111 $3,368 
FFAs - Unrealized gainFair value of derivative assets - current— 4,326 
Bunker swaps - Unrealized gainFair value of derivative assets - current3,145 343 
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 agreements executed with counterparties or exchanges and is required when agreed upon threshold limits are exceeded. As of March 31, 2022 and December 31, 2021, the Company posted cash2023, $3.0 million of collateral was pledged related to derivative instruments under itsoutstanding FFAs.
As of March 31, 2023, $0.5 million of collateral security arrangements of $21.3 million and $15.1 million, respectively, which is recorded as a Current asset in the Condensed Consolidated Balance Sheets.

was pledged related to outstanding bunker swaps.

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Note 6. 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 amountsCarrying values reported in the Condensed Consolidated Balance Sheets for interest-bearing deposits approximate their fair value due to thetheir highly liquid and short-term nature thereof.nature.
Collateral on derivatives—Carrying values reported in the Condensed Consolidated Balance Sheets approximate fair value due to their short-term nature.
Derivative assets and liabilities—The fair values of derivative assets and liabilities, which include interest rate swaps, FFAs and bunker swaps, are estimated using observable inputs for similar instruments as of the measurement date and standard valuation techniques to convert future amounts to a single present amount assuming that participants are motivated, but not compelled to transact.
Long-term Debtthe carrying values approximatesThe fair values for bonds issued under thevalue of Convertible Bond Debt, which is traded in the over-the-counter market, is estimated based on NASDAQ.quoted prices in markets that are not active on identical instruments. The carrying amount of our term loan borrowingthe Term Facility under the Global Ultraco Debt Facility approximates its fair value, due to its variable interest rates.
The carrying values of other financial assets and liabilities (primarily accounts receivable, accounts payable and other accrued expenses) approximate their fair value due to their relative short-term nature.
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, restricted cash accounts and collateral on derivatives.

Level 2 – Quoted prices for similar assets and liabilities in active markets, or inputsquoted prices for identical assets and liabilities in markets that are observable. Our Level 2 non-derivatives include our debt balances under the Convertible Bond Debt and the Global Ultraco Debt Facility. Freight forward agreements, bunker swaps and interest rate swaps are considered to be a Level 2 item as the Company, using the income approach to value the derivatives, usesnot active or other observable Level 2 market inputs at measurement date and standard valuation techniques to convert future amounts to a single present amount assuming that participants are motivated, but not compelled to transact. See Note 5, Derivative Instruments.inputs.

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

March 31, 2022
Fair Value
(In thousands)
Carrying Value (7)
Level 1Level 2
Assets
Cash and cash equivalents (1)
$83,677 $83,677 $— 
Collateral on derivatives21,307 21,307 — 
Fair value of derivative assets - current (2)
5,516 — 5,516 
Fair value of derivative assets - noncurrent (3)
8,476 — 8,476 
Liabilities
Global Ultraco Debt Facility (4)
275,100 — 275,100 
Convertible Bond Debt (5)
114,119 — 195,751 
Fair value of derivative liabilities - current (6)
13,111 — 13,111 
December 31, 2021
Fair Value
(In thousands)
Carrying Value (7)
Level 1Level 2
Assets
Cash and cash equivalents (1)
$86,222 $86,222 $— 
Collateral on derivatives15,081 15,081 — 
Fair value of derivative assets - current (2)
4,669 — 4,669 
Fair value of derivative assets - noncurrent (3)
3,112 — 3,112 
Liabilities
Global Ultraco Debt Facility (4)
287,550 — 287,550 
Convertible Bond Debt (5)
114,119 — 147,499 
Fair value of derivative liabilities - current (6)
4,253 — 4,253 

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(1) Includes restricted cash (noncurrent) of $0.1 million at March 31, 2022 and $0.1 million at December 31, 2021.
(2) Includes $3.1 million of unrealized mark-to-market gains on bunker swaps and $2.4 million of unrealized gains on our interest rate swaps as of March 31, 2022 and $4.7 million of unrealized mark-to-market gains on FFAs and bunker swaps as of December 31, 2021.
Fair Value
March 31, 2023
Carrying Value (1)
Level 1Level 2
Assets
Cash, cash equivalents and restricted cash$155,855 $155,855 $— 
Collateral on derivatives3,482 3,482 — 
Fair value of derivative assets – current7,734 — 7,734 
Fair value of derivative assets – noncurrent6,022 — 6,022 
Liabilities
Global Ultraco Debt Facility (1)(2)
225,300 — 225,300 
Convertible Bond Debt (1)(3)
104,119 — 160,562 
Fair value of derivative liabilities – current345 — 345 
(3) Includes $8.5 million and $3.1 million of unrealized gains on our interest rate swaps as of March 31, 2022 and December 31, 2021, respectively.
(4) The fair value of the liabilities is based on the required repayment to the lenders if the debt was discharged in full on March 31, 2022 and December 31, 2021.
(5) The fair value of the Convertible Bond Debt is based on the last trade on March 16, 2022 and December 16, 2021 on Bloomberg.com.
(6) Includes $13.1 million of unrealized mark-to-market losses on FFAs as of March 31, 2022 and $3.4 million of unrealized mark-to-market losses on FFAs and $0.9 million of unrealized losses on our interest rate swaps as of December 31, 2021.
(7) The outstanding debt balances represent the face value of the debt excluding debt discount and debt issuance costs.

Fair Value
December 31, 2022
Carrying Value (1)
Level 1Level 2
Assets
Cash, cash equivalents and restricted cash$189,754 $189,754 $— 
Collateral on derivatives909 909 — 
Fair value of derivative assets – current8,479 — 8,479 
Fair value of derivative assets – noncurrent8,184 — 8,184 
Liabilities
Global Ultraco Debt Facility (1)(2)
237,750 — 237,750 
Convertible Bond Debt (1)(3)
104,119 — 172,661 
Fair value of derivative liabilities – current163 — 163 
(1)Carrying value represents outstanding principal amount and excludes debt discounts and debt issuance costs.
(2)Fair value is based on the required repayment to the lenders if the debt was discharged in full on March 31, 2023 and December 31, 2022, as applicable.
(3)Fair value is based on pricing data (including observable trade information) sourced from Bloomberg.com.
Note 7. 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.business, principally personal injury and property casualty claims. Generally, we expect that such claims would be covered by insurance, subject to customary deductibles. 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.
Certain routine commercial claims have been asserted against the Company that relate to contractual disputes with certain of our charterers. The nature of these disputes involve disagreements over losses claimed by charterers during or as a result of the performance of certain voyage charters, including but not limited to delays in the performance of the charters and off-hire during the charters. The related legal proceedings are at various stages of resolution.
In March 2021, the U.S. government began investigating an allegation that one of the Company'sCompany’s vessels may have improperly disposed of ballast water that entered the engine room bilges during a repair. The investigation of this alleged violation of environmental laws is ongoing, and although at this time we do not believe that this matter will have a material impact on the Company, our financial condition or results of operations, we cannot determine what penalties, if any, will be imposed. We have posted a surety bond as security for any potential fines, penalties or associated costs that may be issued,incurred, and the Company is cooperating fully with the U.S. government in its investigation of this matter. For the three months ended March 31, 2022 and 2021, the Company incurred and recorded $0.1 million and $1.0 million, respectively, as Other operating expense in its Condensed Consolidated Statements of Operations relating to this incident, which include legal fees, surety bond expenses, vessel off-hire, crew changes and travel costs.

Note 8. Leases

Time charter-in contracts

The Company has time charter-in contracts for Ultramax vessels which are greater than 12 months as of the lease commencement date. A description of each of these contracts is below:

(i) The Company entered into an agreement effective April 28, 2017, to charter-in a 61,400 dwt, 2013 built Japanese vessel for approximately four years 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. In addition, the Company’s fair value below contract value of time charters acquired of $1.8 million as of December 31, 2018, which related to the unamortized value of a prior charter with the same counterparty that had been recorded at the time of the Company’s emergence from bankruptcy, was offset against the corresponding right of use asset on this lease as of January 1, 2019. On July 8, 2021, the Company exercised its option to extend the charter for another year at a hire rate of $13,800 per day. The Company has increased the lease liability and the corresponding right-of-use asset by $5.0 million to reflect the extended lease term in its Condensed Consolidated Balance Sheet as of September 30, 2021. The discount rate utilized in the measurement of lease liability and the corresponding right-of-use asset based on the Company's implied credit rating and the yield curve for debt as of July 8, 2021 was 1.36%.
    (ii) On May 4, 2018, the Company entered into an agreement to charter-in a 61,425 dwt 2013 built Ultramax vessel for three years with an option for an additional two years. The hire rate for the first three years is $12,700 per day and $13,750 per day for the first year option and $14,750 per day for the second year option. The Company took delivery of the vessel in the third quarter of 2018. During the second quarter of 2021, the Company decided to extend the lease term to its maximum redelivery date allowed under the charter party. Additionally, on June 28, 2021, the Company exercised its option to extend the charter for another year until October 19, 2022 at a hire rate of $13,750 per day. The Company has increased the lease liability and the corresponding right-of-use asset by $5.8 million to reflect the extended lease term in its Condensed Consolidated Balance Sheet as
F-15


We have not been involved in any legal proceedings, other than as disclosed above, which we believe may have, or have had, a significant effect on our business, financial position, results of September 30, 2021. The discount rate utilizedoperations or liquidity, nor are we aware of any proceedings that are pending or threatened, other than as described above, which we believe may have a significant effect on our business, financial position and results of operations or liquidity. However, these proceedings, even if lacking merit, could result in the measurementexpenditure of significant financial and managerial resources.
In accordance with US GAAP, the Company accrues for contingent liabilities when it is probable that such a liability has been incurred and the amount of loss can be reasonably estimated. The Company evaluates its outstanding legal proceedings each quarter to assess its contingent liabilities and adjusts such liabilities, as appropriate, based on management’s best judgment after consultation with counsel. The Company incurred no costs associated with contingent liabilities for the three months ended March 31, 2023 and incurred $0.1 million in costs associated with contingent liabilities for the three months ended March 31, 2022. There is no assurance that the Company’s contingent liabilities will not need to be adjusted in the future.
Note 8. Leases
Time charter-out contracts
Time charter-out contracts are accounted for as operating leases. The Company records revenue generated from time charter-out contracts on a straight-line basis over the term of the respective time charter agreements as Revenues, net in the Condensed Consolidated Statements of Operations. See Note 9, Revenue, for additional details.
A summary of lease liabilitypayments expected to be received on fixed time charter-out contracts, net of commission, assuming no off-hire days, other than those related to scheduled interim or special surveys of the related vessel and the corresponding right-of-use asset based on the Company's implied credit rating and the yield curve for debtexcluding any voyage expenses associated with such contracts, as of June 28, 2021 was 1.34%.March 31, 2023 is as follows:
(iii)
Year:Time Charter-Out Contracts
Remainder of 2023$17,149 
2024— 
2025— 
2026— 
2027— 
Thereafter— 
$17,149 
Time charter-in contracts
Time charter-in contracts are accounted for as operating leases. The Company records operating lease cost for time charter-in contracts as Charter hire expenses in the Condensed Consolidated Statements of Operations on a straight-line basis over the lease term. Due to the volatility of freight rates, the Company generally concludes that it is not reasonably certain to exercise any options to extend the lease term at lease commencement.
As of March 31, 2023, the Company chartered-in, on a long-term basis, five Ultramax vessels. Details of modifications of or new long-term time charter-in contracts for the three months ended March 31, 2023 are as follows:
On December 9,October 17, 2018, the Company entered into an agreement to charter-in a 62,487 dwt, 2016 built2016-built Ultramax vessel for two years. The hire rate for the vessel until March 2020first year was $14,250 per day and $15,250 per day thereafter.the hire rate for the second year was $15,250. The Company took delivery of the vessel in the fourth quarter ofDecember 2018. OnIn December 25, 2019, the Company renegotiatedentered into a lease addendum which replaced the lease terms for another year atoriginal lease’s second year’s hire rate with a new hire rate of $11,600 per day. The Company accounted for this as a lease modification on December 25, 2019day from March 1, 2020 through July 31, 2021 and increased its lease liability and right-of-use asset on its consolidated balance sheet as of December 31, 2019 by $4.5 million. During the first quarter of 2021, the Company decidedadded an option to extend the lease term to its maximum redelivery date allowed under the charter party. Therefore, the lease liability and the corresponding right-of-use asset as of March 31, 2021 have been increased by $1.0 million to reflect the change in lease term from minimum redelivery date to maximum redelivery date allowed under the charter party. On May 4, 2021, the Company exercised its option to extend the charter for anotheran additional year until July 31, 2022 at a hire rate of $12,600 per day. The Company has increased the lease liability and the corresponding right-of-use asset by $4.3 million to reflect the extended lease term in its Condensed Consolidated Balance Sheet as of September 30, 2021. The discount rate utilized in the measurement of lease liability and the corresponding right-of-use asset based on the Company's implied credit rating and the yield curve for debt as ofday from August 1, 2021 through July 31, 2022. In May 4, 2021, was 1.38%. On March 17, 2022, the Company has further extendedexercised its option for the lease to a minimum period of ten months and maximum period of twelve months with an option to further extension of minimum ten months and twelve months period. The Company has increased the lease liability and the corresponding right-of-use asset by $6.9 million to reflect the extended lease term in its Condensed Consolidated Balance Sheet as ofadditional year. In March 31, 2022. The discount rate utilized in the measurement of lease liability and the corresponding right-of-use asset based on the Company's implied credit rating and the yield curve for debt as of March 17, 2022, was 4.48%.
(iv) On December 22, 2020, the Company entered into an agreement to charter-in a 63,634 dwt 2021 built Ultramax vessel for twelve months with an option for an additional three monthslease addendum that extended the lease term at a hire rate of $5,900$23,888 per day plus 57% of the Baltic Supramax Index ("BSI") 58 average of 10 time charter routes as published by the Baltic Exchange each business day. Additionally, following the initial fifteen month period the Company hasfrom August 1, 2022 through June 1, 2023 and added an additional option to extend forthe lease term at a period of eleven to thirteen months at an increasedhire rate of $6,500$25,888 per day with no change in the rest of the terms. Also,from June 2, 2023 through July 1, 2024. In March 2023, the Company shall shareentered into a lease addendum that replaced the scrubber benefit with the owners 50% calculated as the price differential between the high sulfurhire rate from June 1, 2023 to May 1, 2024 from $25,888 per day to $17,500 per day and low sulfur fuel oil based on actual bunker consumption duringadded an option to extend the lease period. On July 7, 2021, the Company took deliveryterm at a hire rate of the vessel and recorded $9.1 million as$19,500 per day from May 1, 2024 to April 1, 2025. The lease liability and corresponding right-of-use assetis expected to terminate in its Condensed Consolidated Balance Sheet as of September 30, 2021. The discount rate utilized in the measurement of lease liability and the corresponding right-of-use asset based on the Company's implied credit rating and the yield curve for debt as of July 7, 2021 was 1.33%.April 2025.
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(v) On September 6, 2021, the Company entered into an agreement to charter-in a 2021 built64,539 dwt, 2022-built Ultramax vessel for a period of a minimum of twelve months and a maximum of fifteenwith an option to extend for an additional three months at a hire rate of $11,250 per day plus 57.5% of the BSI 58 averageand an option to extend for an additional year at a hire rate of 10 time charter routes published by$10,750 per day plus 57.5% of the Baltic Exchange each business day.BSI. The Company hastook delivery of the vessel in May 2022. In March 2023, the Company entered into a lease addendum that extended the lease term for twelve months at a hire rate of $8,500 plus 57.5% of the BSI and added an option to extend the lease term for another year, during which time the fixedan additional twelve months at a hire rate decreases to $10,750 per day with no change toof $9,500 plus 57.5% of the remaining terms.BSI. The vessellease is expected to be delivered to the Companyterminate in the second quarter of 2022. No right-of-use asset or corresponding liability has been recognized in the Condensed Consolidated Balance Sheet as of March 31, 2022 since the Company did not take delivery of the vessel and as such lease term has not begun yet.May 2025.
Office leases
On October 15, 2015, theOffice leases are accounted for as operating leases. The Company entered into a commercialrecords operating lease agreement as a sublesseecost for office space in Stamford, Connecticut. The lease is effective from January 2016 through June 2023, with an average annual rent of $0.4 million. The lease is secured by cash collateral of $0.1 million which is recordedleases as Restricted cash - noncurrent in the accompanying Condensed Consolidated Balance Sheets as of March 31, 2022 and December 31, 2021.

In November 2018, the Company entered into an office lease agreement in Singapore, which was initially set to expire in October 2021, with an average annual rent of $0.3 million. On August 17, 2021, the Company renewed the lease on the existing office space for an additional 5 years with an average annual rent of $0.4 million. The Company increased the lease liability and the corresponding right-of-use asset by $1.3 million in its Condensed Consolidated Balance Sheet as of December 31, 2021. The discount rate utilized in the measurement of lease liability and the corresponding right-of-use asset based on the Company's implied credit rating as of August 17, 2021 was 3.09%. Additionally, the Company entered into a new lease agreement for an additional office space in Singapore for 4.9 years beginning in the second quarter of 2022 with an average annual rent of $0.2 million. On February 15, 2022, the Company took possession of the additional office space. The Company has recognized $0.5 million of lease liability and corresponding right-of-use asset in its Condensed Consolidated Balance Sheet as of March 31, 2022. The discount rate utilized in the measurement of lease liability and the corresponding right-of-use asset based on the
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Company's implied credit rating and the yield curve for debt as of February 15, 2022 was 5.7%.
The Company determined the 3 office leases to be operating leases and recorded the lease expense as part of General and administrative expenses in the Condensed Consolidated Statements of OperationsOperations.
A summary of Operating lease right-of-use assets and operating lease liabilities balances, by asset type, and certain additional quantitative information related to the Company’s operating leases as of March 31, 2023 and December 31, 2022 is as follows:
March 31, 2023December 31, 2022
Operating lease right-of-use assets
Time charter-in contracts greater than 12 months$20,437 $19,116 
Office leases3,692 3,890 
$24,129 $23,006 
Current portion of operating lease liabilities
Time charter-in contracts greater than 12 months$21,097 $21,328 
Office leases681 717 
$21,778 $22,045 
Noncurrent portion of operating lease liabilities
Time charter-in contracts greater than 12 months$572 $— 
Office leases3,011 3,173 
$3,583 $3,173 
Weighted average remaining lease term (in years)
Time charter-in contracts greater than 12 months0.80.6
Office leases4.84.7
Weighted average discount rate
Time charter-in contracts greater than 12 months6.5 %6.0 %
Office leases7.0 %6.9 %
A summary of the components of the Company’s lease expenses and sub-lease income for the three months ended March 31, 2023 and 2022 and 2021.
Operating lease right-of-use assets and lease liabilities as of March 31, 2022 and December 31, 2021 areis as follows:


DescriptionLocation in Balance Sheet
March 31, 2022 (1)
December 31, 2021 (1)
Noncurrent assets:(In thousands)
Chartered-in contracts greater than 12 monthsOperating lease right-of-use assets$16,377 $15,039 
Office leasesOperating lease right-of-use assets2,277 1,978 
Operating lease right-of-use assets$18,654 $17,017 
Liabilities:
Chartered-in contracts greater than 12 monthsCurrent portion of operating lease liabilities$14,966 $15,039 
Office leasesCurrent portion of operating lease liabilities783 689 
Lease liabilities - current portion$15,749 $15,728 
Chartered-in contracts greater than 12 monthsNoncurrent portion of operating lease liabilities$1,412 $— 
Office leasesNoncurrent portion of operating lease liabilities$1,487 $1,282 
Lease liabilities - noncurrent portion$2,899 $1,282 

(1) The Operating lease right-of-use assets and Operating lease liabilities represent the present value of lease payments for the remaining term of the lease. The discount rate used ranged from 1.33% to 6.08%. The weighted average discount rate used to calculate the lease liability was 2.88%.


 Three Months Ended
 March 31, 2023March 31, 2022
Operating lease cost
Time charter-in contracts greater than 12 months$6,112 $5,572 
Office leases214 197 
Short-term lease cost
Time charter-in contracts less than 12 months6,307 17,139 
Total lease cost$12,633 $22,908 
Sublease income, gross
Time charter-in contracts greater than 12 months(1)
$6,416 $8,327 
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The table below presents the components
(1)Sublease income on time charter-in contracts is recorded in Revenues, net on the Condensed Consolidated Statements of Operations.
A summary of cash flow information related to the Company’s lease expenses and sublease income on a gross basis earned from chartered-in contracts greater than 12 monthsleases for the three months ended March 31, 2023 and 2022 and 2021:is as follows:

 Three Months Ended
 March 31, 2023March 31, 2022
Cash paid for operating leases with lease terms greater than 12 months$7,310 $5,769 
Non-cash activities
Operating lease right-of-use assets obtained in exchange for lease liabilities$9,187 $7,341 
(In thousands)Three Months Ended
DescriptionLocation in Statement of OperationsMarch 31, 2022March 31, 2021
Lease expense for chartered-in contracts less than 12 monthsCharter hire expenses$17,139 $5,487 
Lease expense for chartered-in contracts greater than 12 monthsCharter hire expenses5,572 2,993 
Total charter hire expenses$22,711 $8,480 
Lease expense for office leasesGeneral and administrative expenses$197 $184 
Sublease income from chartered-in contracts greater than 12 months *Revenues, net$8,327 $1,146 

* The sublease income represents only time charter revenue earned on the chartered-in contracts with terms more than 12 months. There is additional revenue earned from voyage charters on the same chartered-in contracts which is recorded in Revenues, net in our Condensed Consolidated StatementsA summary of Operations for the three months ended March 31, 2022 and 2021.

The cash paid for operating leases with terms greater than 12 months is $5.8 million and $3.4 million for the three months ended March 31, 2022 and 2021, respectively.

On September 6, 2021, the Company entered into an agreement to charter-in a 2021 built Ultramax vessel for a period of a minimum of twelve months and a maximum of fifteen months at a hire rate of $11,250 per day plus 57.5% of the BSI 58 average of 10 time charter routes published by the Baltic Exchange each business day. The Company has the option to extend the lease term for another year, during which time the fixed hire rate decreases to $10,750 per day with no change to the remaining terms. The vessel is expected to be delivered to the Company in the second quarter of 2022.

The weighted average remaining lease term on our operating lease contracts greater than 12 months is 12.40 months.


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The table below provides the total amount of remaining lease payments on an undiscounted basis on our chartered-in contracts and office leases greater than 12 monthsfor operating lease liabilities, by asset type, as of March 31, 2022:2023 is as follows:

Time charter-in contracts greater than 12 monthsOffice leasesTotal Operating leases
Year:
Remainder of 2023$20,228 $655 $20,883 
20243,745 874 4,619 
2025— 871 871 
2026— 871 871 
2027— 574 574 
Thereafter— 500 500 
23,973 4,345 28,318 
Implied interest(2,304)(653)(2,957)
Total operating lease liabilities$21,669 $3,692 $25,361 
Supplemental Disclosure InformationChartered-in contracts greater than 12 monthsOffice leasesTotal Operating leases
(In thousands, except percentages)
Year:
Nine months ending December 31, 2022$13,042 $645 $13,687 
20233,472 617 4,089 
2024— 373 373 
2025— 372 372 
2026— 372 372 
2027— 74 74 
$16,514 $2,453 $18,967 
Present value of lease liability:
Lease liabilities - short term$14,966 $783 $15,749 
Lease liabilities - long term1,412 1,487 2,899 
Total lease liabilities$16,378 $2,270 $18,648 
Discount based on incremental borrowing rate$136 $183 $319 

Note 9. Revenue

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"“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"“demurrage” or "despatch"“despatch” clause. As per this clause, the charterer reimburses the Company for any potential delays that exceedexceeding the agreed toallowed laytime at the ports visited with the amountswhich is recorded as demurrage revenue. Conversely, the charterer is given credit if the loading/discharging activities happen within the allowed laytime which is known as despatch, and resultsresulting in a reduction ofin 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, Revenue Recognition, 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, ornet of despatch paid by the Companyincurred, for the three months ended March 31, 2023 and 2022 was $1.6 million and 2021 was $11.7 million, and $3.9 million, respectively.

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The following table shows the revenues earned from time charters and voyage charters for the three months ended March 31, 20222023 and 2021:2022:
Three Months EndedThree Months Ended
(In thousands)March 31, 2022March 31, 2021
March 31, 2023March 31, 2022
Time charters(1)Time charters(1)$77,974 $29,240 Time charters(1)$50,094 $77,974 
Voyage chartersVoyage charters106,424 67,332 Voyage charters55,104 106,424 
$184,398 $96,572 $105,198 $184,398 
(1)See Note 8, Leases, for a description of revenues earned from time charters.
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 costsCosts directly related to the performance of thea contract andthat are expected to be recovered. The costs incurred during the period prior to commencement of loading the cargo, primarily bunkers, are deferredrecognized as they represent setup costs and recorded as a Currentan asset and are amortizedexpensed on a straight-line basis as the related performance obligations areobligation is satisfied. As of March 31, 20222023 and December 31, 2021,2022, the Company recognized $0.8recorded $0.6 million and $0.5 million, respectively, of deferredcontract fulfillment costs which represents bunker expenses and charter-hire expenses incurred prior to commencement of loading. These costs are recorded in Other current assets onin the Condensed Consolidated Balance Sheets.


Note 10. Net incomeIncome per Common Share
The computation of basic net income per share is based on the weighted average number of common stock outstanding forFor the three months ended March 31, 2023 and 2022, Net income is equal to Net income available to common shareholders.
For the three months ended March 31, 2023 and 2021. Diluted net income per share gives effect to restricted stock awards, restricted stock units and stock options using the treasury stock method, unless the impact is anti-dilutive. Additionally,2022, the Convertible Bond Debt is not considered a participating security and is therefore not included in the computation of the Basic net income per share forshare. Additionally, the three months ended March 31, 2022. The Company determined that as it relates to the Convertible Bond Debt, it does not overcome the presumption of share settlement, of outstanding debt and therefore, the Company applied the if-converted method and included the potential shares to be issued upon conversion of Convertible Bond Debt in the calculation of Diluted net income per share, forunless the three months ended March 31, 2022 as their effect was dilutive.impact of such potential shares is anti-dilutive.
The following table presents Basic and Diluted net income per share for the three months ended March 31, 2021 does not include 325,591 stock options, 21,718 warrants,2023 and the potential shares to be issued upon conversion of Convertible Bond Debt as their effect was anti-dilutive.2022:
Three Months Ended
(In thousands, except share and per share data)
March 31, 2023March 31, 2022
Net income$3,202 $53,073 
Weighted Average Shares - Basic13,053,117 12,974,125 
Effect of dilutive securities:
Convertible Bond Debt— 3,150,381 
Stock awards and options95,127 130,392 
Dilutive potential common shares95,127 3,280,773 
Weighted Average Shares - Diluted13,148,244 16,254,898 
Basic net income per share$0.25 $4.09 
Diluted net income per share$0.24 $3.27 
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The following table summarizespresents a summary of potentially dilutive securities that were not included in the calculationcomputation of basic and dilutedDiluted net income per share:share for the three months ended March 31, 2023 and 2022 because to do so would have been anti-dilutive:
Three Months Ended
(In thousands, except share and per share data)
March 31, 2022March 31, 2021
Net income$53,073 $9,849 
Weighted Average Shares - Basic12,974,125 11,729,492 
Dilutive effect of stock options, shares issuable under Convertible Bond Debt, restricted stock awards and restricted stock units3,280,773 15,076 
Weighted Average Shares - Diluted16,254,898 11,744,568 
Basic net income per share$4.09 $0.84 
Diluted net income per share$3.27 $0.84 

 Three Months Ended
 March 31, 2023March 31, 2022
Convertible Bond Debt3,234,665 — 
Stock awards and options16,203 17,661 
3,250,868 17,661 
Note 11. Stock Incentive Plans
On December 15, 2016, the Company’s shareholders approved the Eagle Bulk Shipping Inc. 2016 Equity Compensation Plan (the “2016 Plan”) and the Company registered 764,087 shares of common stock adjusted for the Reverse Stock Split, which may be issuedpotential issuance under the 2016 Plan. On June 7, 2019, the Company'sCompany’s shareholders approved an amendment and restatement of the 2016 Plan, which increased the number of shares reserved under the 2016 Plan by an additional 357,142 shares to a maximum of 1,121,229 shares of common stock. Any director, officer, employee or consultantOn June 14, 2022, the Company’s shareholders approved a second amendment and restatement of the Company or any2016 Plan, which increased the number of its subsidiaries (including any prospective officer
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or employee) is eligible to be designated to participate in the 2016 Plan. The Company withheld shares related to restricted stock awards that vested in 2022 at the fair market value equivalent to the maximum statutory tax withholding obligation and remitted that amount in cash to the appropriate taxation authorities.
On February 11, 2022, the Company granted 31,781 restricted shares as a Company-wide grantreserved under the 2016 Plan. The aggregate fair valuePlan by an additional 300,000 shares to a maximum of the grant is $1.7 million based on the closing share price of $52.32 on February 11, 2022. The shares will vest in equal installments on January 2, 2023, January 2, 2024 and January 2, 2025. Additionally, on March 11, 2022, the Company granted 7,4511,421,229 shares of fully vested common stock. The 2016 Plan permits the granting of restricted stock, to its boardunrestricted stock, restricted stock units (“RSUs”), performance condition awards, incentive stock options, non-qualified stock options, stock appreciation rights, dividend equivalents and other equity-based or equity-related awards (collectively, “Awards”).
A summary of directors. The aggregate fair value ofrestricted stock and RSU activity under the director grant is $0.5 million based on the closing share price of $65.88 on March 11, 2022. The amortization of the above grants is $0.6 million2016 Plan for the three months ended March 31, 2022, which2023 is included in General and administrative expenses inas follows:
 Number of Restricted shares and RSUsWeighted Average Grant Date Fair ValueAggregate Fair Value (in millions)
Unvested awards as of December 31, 2022323,128 $45.10 
Granted72,569 $55.46 
Vested(90,936)$39.64 
Forfeited(184)$46.24 
Unvested awards as of March 31, 2023304,577 $49.20 $13.9 
The fair value as of the Condensed Consolidated Statementsrespective vesting dates of Operations.
On March 11, 2022, the Company granted 17,661 shares of time-based restricted stock units ("RSUs") to certain members of its senior management team under the 2016 Plan. The units vest in three equal installments on January 2, 2023, January 2, 2024 and January 2, 2025. The aggregate fair value of these units is $1.2 million based on the closing share price of $65.88 on March 11, 2022. The amortization of the above grant is $0.05 millionRSUs for the three months ended March 31, 2022, which is included in General2023 was $4.6 million. The majority of restricted stock and administrative expenses in the Condensed Consolidated Statements of Operations.
As discussed further below, on March 11, 2022, the Company granted performance-based RSUs to certain members of its senior management team under the 2016 Plan, which are contingent on certain performance criteria. The maximum number of performance-based RSUs that can be earned is 52,982.
17,661 target performance-based RSUs were granted based on earnings per share ("EPS performance") for the performance period beginning January 1, 2022 and ending December 31, 2022 (with targets set forthvested during the three months ended March 31, 2022). The RSUs will vest in three substantially equal installments (subject to achievement of performance criteria as of December 31, 2022) with the first installment vesting upon certification by the Compensation Committee and the second and third installments on January 2, 2024 and January 2, 2025, respectively. The total RSUs eligible to vest ranges from zero to 200% of the target number granted based on the EPS performance. The aggregate grant-date fair value of these RSUs is $1.2 million based on the closing2023 were net share price of $65.88 on March 11, 2022 and assuming the target number is probable of vesting. The EPS performance is considered to be a performance condition under ASC 718, Share based payment awards, and therefore, the stock-based compensation expense is initially recorded based on the probable outcome that the performance condition will be achieved as of the grant date with subsequent adjustments to the probable outcome over time. The ultimate expense recognized is based on the actual performance outcome at the end of the performance period. As of March 31, 2022, the Company estimated that the target (100%) will be met and recorded a de minimus amount of stock-based compensation expense, which is included in General and administrative expenses in its Condensed Consolidated Statement of Operations forsettled. For the three months ended March 31, 2022.
8,830 performance-based RSUs2023, 30 thousand shares were granted based on relative total shareholder return ("TSR performance") for the performance period beginning January 1, 2022 and ending December 31, 2022 (with targets set forth during the three months ended March 31, 2022). These market-based RSUs will vest in three substantially equal installments (subject to achievement of performance criteria as of December 31, 2022) with the first installment vesting upon certificationwithheld by the Compensation CommitteeCompany and the second and third installments on January 2, 2024 and January 2, 2025, respectively. The total RSUs eligible$1.7 million was paid to vest ranges from 0 to 200% of the target number granted based on the TSR performance. All the vested TSR performance units are subject to a 1-year holding period after vesting. The TSR performance is based on the Company's total shareholder return compared to 7 peer companies over the performance period. The TSR performance is calculated based on average daily closing stock price over a 20-trading-day period at each of the beginning and end of the performance period and is adjusted to reflect dividend payments by assuming additional shares are purchased with the dividend payments. The aggregate fair value of the TSR performance awards, which was calculated using a Monte Carlo simulation model, was $0.7 million. The assumptions used in the model were risk-free rate of return of 1.05% based on continuously compounded yield on zero-coupon treasury rates as of March 11, 2022; expected volatility of 54.74% based on 1-year historical daily volatility of the closing share pricestaxing authorities for the Company; a dividend yield of 12.45%; and 11.41% discount applied for the 1-year holding period using the Finnerty model. Volatility for each of the peer companies as well as the correlation of returns between each of the companies was also determined as inputs into the Monte Carlo model. The Company recorded a de minimus amount of stock-based compensation expense, which is included in General and administrative expenses in its Condensed Consolidated Statement of Operations for the three months ended March 31, 2022.employee tax obligations.
As of March 31, 20222023 and December 31, 2021, stock awards, including RSUs, covering a total of 231,894 and 246,962 shares of the Company’s common stock, respectively, are2022, there were no vested or unvested options outstanding under the 2016 Plan. The vesting terms are generally three years from the grant date, or as described above in the March 11, 2022 RSU grants. The Company is amortizing the grant date fair value of non-vested stock awards to stock-based compensation expense included in General and administrative expenses.
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As of December 31, 2021, 47,568 vested stock options were outstanding with exercise prices ranging from $32.97 to $38.92 per share. During the three months ended March 31, 2022, all 47,568 stock options were exercised. In connection with the exercise, 8,077 shares of common stock were issued and 39,491 stock options were cancelled as a settlement for the liability relating to tax withholding as well as the exercise price owed to the Company.
As of March 31, 2022 and December 31, 2021, there were no unvested options outstanding.
Stock-based compensation expense for all stock awards, units and options included in General and administrative expenses:
Three Months Ended
(In thousands)March 31, 2022March 31, 2021
Stock awards/Stock Option Plans$1,487 $872 
Three Months Ended
March 31, 2023March 31, 2022
Stock-based compensation expense$1,855 $1,487 
The futureStock-based compensation expense related to unvested awards yet to be recognized as of March 31, 2023 totaled $11.2 million and is expected to be recognized, on a weighted average basis, over 2.3 years.
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Note 12. Supplemental Cash Flow Information
Cash paid for all the grantsinterest for the ninethree months ending December 31, 2022, and the years ending Decemberended March 31, 2023 and 2024 will be $4.5 million, $2.62022 totaled $6.9 million and $0.8$4.8 million, respectively.
A summary of non-cash investing and financing activities for the three months ended March 31, 2023 and 2022 is as follows:

Note 12. Cash, cash equivalents, and restricted cash

The following table provides a reconciliation of Cash and cash equivalents and restricted cash reported within the Condensed Consolidated Balance Sheets that sum to the total of the amounts shown in the Condensed Consolidated Statements of Cash Flows:

(In thousands)March 31, 2022December 31, 2021March 31, 2021December 31, 2020
Cash and cash equivalents$83,602 $86,147 $76,192 $69,928 
Restricted cash - current *— — 4,446 18,846 
Restricted cash - noncurrent *75 75 75 75 
Total cash, cash equivalents and restricted cash shown in the condensed consolidated statements of cash flows$83,677 $86,222 $80,713 $88,849 

*Amounts included in restricted cash posted to secure the letter of credit on our office leases and the cash required to be set aside by the Norwegian Bond Debt, which was repaid on October 18, 2021.
Three Months Ended
March 31, 2023March 31, 2022
Accruals for the purchase of BWTS$420 $2,943 
Accruals for dividends payable1,639 785 
Accruals for the purchase of vessels and vessel improvements— 70 

Note 13. Subsequent Events

On April 13, 2023, the Company signed memorandums of agreement to sell the vessels Montauk Eagle, Newport Eagle and Sankaty Eagle (each, a 2011-built Supramax) for total consideration of $49.8 million. The Newport Eagle was delivered to the buyer on May 3, 2023. The Montauk Eagle and Sankaty Eagle are expected to be delivered to the buyer in the second quarter of 2023. The Company expects to record a gain of approximately $17.0 million for the year ending December 31, 2023 in connection with the sales of these vessels, subject to customary closing conditions and the timing of delivery of each vessel.
On May 3, 2022,4, 2023, the Company's Board of Directors declared a cash dividend of $2.00$0.10 per share to be paid on or about May 25, 20222023 to shareholders of record at the close of business on May 16, 2022.17, 2023. The aggregate amount of the dividend is expected to be approximately $27.4$1.3 million, which the Company anticipates will be funded from cash on hand at the time the payment is to be made.


F-22F-21



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 operations for the three months ended March 31, 20222023 and 2021.2022. 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, 2021,2022, which were included in our Annual Report on Form 10-K, filed with the SEC on March 14, 202210, 2023 (the "Form 10-K"“Annual Report”). For further discussion regarding our results of operations for the three months ended March 31, 20212022 as compared to the three months ended March 31, 20202021, please refer to Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations in our Quarterly Report on Form 10-Q for the three months ended March 31, 2021.2022. 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.”
This discussion may also include statistical data regarding the global drybulk industry, including fleet size, fleet age and order book. We generated some of this data internally, and other data was 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.
All dollar amounts are stated in United States (“U.S.”) dollars unless otherwise noted. Certain numerical information in this report is presented on a rounded basis using actual amounts. Minor differences in totals or percentages may exist due to rounding.
Business Overview
Eagle Bulk Shipping Inc. (“Eagle” or the “Company”) is a U.S. basedU.S.-based, fully integrated shipowner-operator, providing global transportation solutions to a diverse group of customers including miners, producers, traders and end users. Headquartered in Stamford, Connecticut, with offices in Singapore and Copenhagen, Eaglethe Company focuses exclusively on the versatile mid-sizemidsize drybulk vessel segment and owns one of the largest fleets of Supramax/Ultramax vessels in the world. The Company performs all management services in-house such as strategic,(strategic, commercial, operational, technical, and administrative services,administrative) and employs an active management approach to fleet trading with the objective of optimizing revenue performance and maximizing earnings on a risk-managed basis. Typical cargoes we transport include both major bulk cargoes, such as iron ore, coal and grain and minor bulk cargoes such as fertilizer, steel products, petcoke, cement, and forest products. As of March 31, 2022,2023, we owned and operated a modern fleet of 53 Supramax/Ultramax dry bulk vessels. WeIn addition, as of March 31, 2023, the Company chartered-in fourfive Ultramax vessels which haveon a long-term basis (the average remaining lease term of approximatelyfor these vessels is less than one year, each.excluding renewal options available to the Company). In addition, the Company charters incharters-in third-party vessels on a short to medium termshort-term basis.
OurAs of March 31, 2023, our owned fleet totalstotaled 53 vessels, with an aggregate carrying capacity of 3.193.21 million dwt and an average age of 9.5 years as of March 31, 2022.

10.4 years.
We carry out the commercial, technical and strategic management of our fleet through our indirectly wholly-owned subsidiary, Eagle 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.
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 and is not incorporated by reference to the Quarterly Report on Form 10-Q.

Business Strategy

We believe our balance sheet allows usFocus on the flexibility to opportunistically make investments in themost versatile drybulk vessel segment that will drive shareholder growth. In order to accomplish this, we intend to:

Maintain a highly efficientWe focus on owning and quality fleet inoperating vessels within the drybulkmidsize Supramax/Ultramax segment.
Maintain a revenue strategy that takes advantage of a rising rate environment and at the same time mitigate risk in a declining rate environment.
Maintain a cost structure that allows us We consider this vessel segment to be competitive in all economic cycles without sacrificing safety or maintenance.
Continuethe most versatile amongst the various drybulk asset classes due to grow our relationships with our charterersthe optimal size and vendors.
Continue to invest in our on-shore operations and developmentspecifications of processes.

1




Our financial performance is basedSupramax/Ultramax ships, which allows us to carry the most diversified cargo mix when compared to other sizes of drybulk carriers. With a size ranging from 50,000 to 65,000 dwt and a length of approximately 200 meters, Supramax/Ultramax vessels are able to accommodate large cargo quantities and call on the following key elementsmajority of our business strategy:
(1)Concentration in one vessel category:ports around the globe. In addition, these vessels are equipped with onboard cranes and grabs, giving them the ability to load and discharge cargoes without the need for shore-based port equipment/infrastructure. We believe the versatility and flexibility of Supramax/Ultramax drybulk vessels which we believe offer certain size, operational and geographical advantages relative to other classes of drybulk vessels, such as Handysize, Panamax and Capesize vessels.provide for improved risk-adjusted returns throughout the cycles.

(2)AnEmploy an active owner-operator model where we seek to operate our ownmanagement strategy for 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 drybulk shipping market and, based on market conditions, will consider taking advantage of long-term time charters at higher rates when appropriate.

(3)Maintain high quality vessels and improve standards of operation through improved standards and procedures, crew training and repair and maintenance procedures.trading

We continuously evaluate potential transactions that we believe will be accretive toemploy an active management strategy for fleet employment with the objective of optimizing revenue performance and maximizing earnings enhance shareholder value or areon a risk-managed basis. Through the execution of various commercial strategies employed across our global trading desks in the best interests ofUnited States, Europe and Asia, the Company has been able to achieve optimal TCE (as defined herein) results and outperform the relevant market index on a consistent basis.

Execute on fleet renewal and growth

Since 2016, and through the date of this Quarterly Report, we have executed on a comprehensive fleet renewal program totaling 58 vessel transactions. We have acquired 33 modern vessels and sold 25 of our oldest and least-efficient vessels. We believe these transactions have vastly improved our fleet makeup, enabling us to generate incremental revenue on a per ship basis; we have been able to maintain our fleet age profile at an optimized level, increase our cargo-carrying capacity per ship and improve our fleet emissions profile (as measured by fuel consumption per dwt).

Perform technical management in-house

We perform all technical management services relating to vessel maintenance, vessel repairs and crewing.

Implement a prudent approach to balance sheet management

We believe the long-term success of our Company is contingent on maintaining a prudent approach to balance sheet management, including without limitation, business combinations,working capital optimization, diversifying capital sources, lowering cost of capital, limiting interest rate exposure and optimizing the acquisition of vessels or related businesses, repayment or refinancing of existing debt profile.

Emphasize Environmental, Social and Governance (“ESG”) factors

We published our first comprehensive ESG Sustainability Report in 2020. The document was prepared in accordance with the issuance of new securities, share repurchases or other transactions.Marine Transportation Framework, established by the Sustainability Accounting Standards Board. Our reports are available for download on our company website.

Business Outlook

COVID-19

In March 2020, the World Health Organization (the “WHO”) declared COVID-19, to be a pandemic. The COVID-19 pandemic has had, and continues to have, widespread, rapidly evolving, and unpredictable impacts on global society, economies, financial markets, and business practices. Governments have implemented measures such as social distancing, mask and vaccine mandates, travel restrictions, COVID testing guidelines and quarantine regulations.

The gross BSI continued to increase in the first quarter of 2022 and averaged $25,156/day, up 51% as compared to the first quarter of 2021. Although rates were higher resulting in an improvement in profitability, some of our vessels experienced delays in drydocking as well as an increase in related drydocking costs as a result of protocols regarding COVID 19, as well as limitations in labor. We also experienced loss of revenues due to a number of off-hire days relating to crew changes and quarantine restrictions as a number of our crew members tested positive for COVID-19. Our vessel operating expenses specifically crew change costs, COVID testing and quarantine related costs continue to be negatively impacted by COVID-19.

While the BSI is at $30,054 per day as of May 4, 2022, the economic activity levels as well as the demand for dry bulk cargoes may be negatively impacted by COVID-19. We have instituted measures to reduce the risk of spread of COVID-19 for our crew members on our vessels as well as our onshore offices in Stamford, Connecticut, Singapore, and Copenhagen. However, if the COVID-19 pandemic continues to impact the global economy on a prolonged basis, or if the vaccine is not available on a widespread basis, the rate environment in the drybulk market and our vessel values may deteriorate and our operations and cash flows may be negatively impacted.

The impact of recent developments in Ukraine

In February 2022, asAs a result of the invasion ofconflict between Russia and Ukraine, by Russia, economic sanctions were imposed by the United States, the European Union, theU.S., EU and United Kingdom, and a number oftogether with numerous other countries, have imposed significant sanctions on Russian financial institutions, businessespersons and individuals,entities associated with Russia and Belarus, as well as comprehensive sanctions on certain regionsareas within the Donbas region of Ukraine.Ukraine, and such sanctions apply to entities owned or controlled by such designated persons or entities. This conflict has become a multi-year war and humanitarian crisis. While it is difficult to estimate the impact of this conflict and current or future sanctions on the Company’s business and financial position, these events and related sanctions could adversely impact the Company’s operations. In the near term, we have seen, and expect to continue to see, increased volatility in both Russian and Ukrainian exports in the Black Sea region, as well as Russian exports in the Baltic and Far East regions due to these geopolitical events. The Black Sea region is a major exportIn addition, the volatility of market prices for grains with the Ukraine and Russia exporting a combined 15% of the global seaborne grain trade. While uncertainty remains with respect to the ultimate impact of the invasion of Ukraine by Russia, we have seen, and anticipate continuing to see, significant changes in trade flows. A reduction or stoppage of grain out of the Black Sea or cargoes from Russiafuel has and will continue to, negatively impact the markets in those areas. At the same time, it is possible for us to see an increase in ton miles as end users find alternative sources for cargo. For more information regarding the risks relating to economic sanctionsincreased as a result of Russia’s invasion of Ukraine as well as therelated supply disruptions from this conflict. Continued volatility in fuel prices could have an unpredictable impact on retainingthe Company’s operations and sourcingliquidity.
The conflict between Russia and Ukraine may also impact our ability to continue to source and retain crew see Part I, Item 1A, "Risk Factors"from these countries. In response to this risk, we have established and may expand relationships with manning agencies outside of Russia and Ukraine, including in Asia. We have incurred and expect to continue to incur increased operating expenses related to Russian and Ukrainian crew procurement, travel costs to repatriate Russian and Ukrainian crew members on board our Form 10-K.



vessels and to expatriate crew members sourced from other regions. In response to this risk, the Company recruited one new third-party manning
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Fleet Managementagency during 2022 and another during 2023 in order to diversify our crew nationality exposure and increase our sourcing from the Philippines.

For more information regarding the risks relating to the conflict between Russia and Ukraine, including economic sanctions levied as a result of it, see Part I, Item 1A, “Risk Factors” of the Annual Report. The conflict between Russia and Ukraine may impact our ability to retain and source crew, and in turn, could materially and adversely affect our operating results.
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.
Commercial and Strategic ManagementOperations
We carry out the commercial, technical and strategic management of our fleet through our indirectly wholly-owned subsidiary, Eagle Bulk Management LLC, a Marshall Islands limited liability company, which maintains its principal executive offices in Stamford, Connecticut. We also havemaintain offices in SingaporeCopenhagen (Denmark) and Copenhagen, Denmark,Singapore.
The two central aspects to the operation of our fleet include: 
Commercial operations, which involve chartering and operating a vessel; and
Technical operations, which involve maintaining, crewing and repairing a vessel.
Each of the Company’s vessels serve the same type of customer, have similar operation and maintenance requirements, operate in the same regulatory environment, and are subject to similar economic characteristics. Based on this, the Company has determined that it operates in one reportable segment which is engaged in the ocean transportation of drybulk cargoes worldwide through the ownership and operation of drybulk vessels. 
Commercial Management
We perform the commercial management of our fleet, including obtaining employment for our vessels and maintaining relationships with the charterers of our vessels. We have three offices across the globe located in the U.S., Europe and Asia, which allows for 24-hour market coverage. We believe that due to our management team’s experience in operating drybulk vessels, we have access to a broad range of charterers and can employ our fleet efficiently in diverse market conditions allowing us to achieve high utilization rates. 
Being an active owner-operator means effectively seeking to operate our own vessels when possible, as compared with time chartering them to other operators, all with a view toward achieving higher-than-market net charter hire income. In doing so, we believe we can take advantage of rapidly changing market conditions and obtain better operational efficiencies from our fleet.
Technical Management
We have established in-house technical management capabilities, through which we provide round the clocktechnical management services to all vessels in our owned and chartered-in fleet. We currently have 91 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
Technical management includes managing day-to-day operation of the vessel operations,and machinery; performing general vessel maintenance,maintenance; ensuring regulatory and classification society compliance,compliance; supervising the maintenance and general efficiency of vessels,the vessel; arranging ourthe hire of qualified officers and crew,crew; planning, arranging and supervising drydocking and repairs,repairs; purchasing supplies, spare parts, lubes and new equipment for vessels,equipment; and appointing supervisors and technical consultants, and providing technical support.consultants.
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. CustomaryIn common with industry practice,other shipowners, 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.
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Critical Accounting Policies and Estimates
The discussion and analysis of our financial condition and results of operations is based upon our unaudited interim unaudited condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP and the rules and regulations of the SEC, which apply to interim financial statements.GAAP” or “GAAP”). The preparation of thosethe financial statements requires us to make estimates and judgments that affect the reported amounts of assets and liabilities, revenues expenses and warrantsexpenses and related disclosure of contingent assets and liabilities at the date of our financial statements. Significant estimates include fair values of long-lived assets (primarily vessels and operating lease right-of-use assets), impairment of long-lived assets (primarily vessels and operating lease right-of-use assets), stock-based compensation and financial instruments (primarily derivative instruments and Convertible Bond Debt (as defined herein)), residual values of vessels, useful lives of vessels and estimated losses on accounts receivable. Actual results maycould differ from these estimates under different assumptions and conditions.those estimates.
Critical accounting policies are those that reflect significant judgmentsare most important to the portrayal of uncertainties and potentially result in materially different results under different assumptions and conditions. As the discussion and analysis of ourCompany’s financial condition and results of operations are based upon ourand require subjective or complex judgments. Our unaudited interim unaudited condensed consolidated financial statements they do not include all of the information on critical accounting policies normally included in consolidated financial statements.statements prepared in accordance with U.S. GAAP. Accordingly, a detailed description of theseour critical accounting policies, which can be found in Note 2, Significant Accounting Policies, in the notes to the consolidated financial statements included in the Annual Report, should be read in conjunction with the condensed consolidated financial statements and the notes thereto included in the Company’s Annual ReportQuarterly Reports on Form 10-K for the year ended December 31, 2021, filed with the SEC on March 14, 2022.10-Q. There have been no material changes from the “Critical Accounting Policies” previously disclosed in ourthe Annual Report, on Form 10-Kexcept as follows.
Effective January 1, 2023, we increased our estimated vessel scrap value from $300 per lwt to $400 per lwt. This change was driven by increases in 15-year average scrap price trends sourced from a third-party data provider. The change in the estimated scrap value will result in a decrease in depreciation expense over the remaining life of our vessel assets. We expect depreciation to decrease by approximately $4.0 million for the year ended December 31, 2021.
Use of Estimates
The preparation2023 solely as a result of the condensed consolidated financial statementsprospective change in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at
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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 the residual value of vessels, the useful lives of vessels, the value of stock-based compensation, the fair value of operating lease right-of-use assets, and the fair value of derivatives. Actual results could differ from those estimates.

this estimate.
Results of Operations for the three months ended March 31, 2022:2023:
Fleet DataUtilization
We believe thatconsider the following fleet utilization measures forimportant to understanding and analyzing future trends in our results of operations consist of the following:operations:
Three Months Ended
March 31, 2022March 31, 2021
Ownership Days4,770 4,199 
Chartered-in Days960 658 
Available Days5,397 4,648 
Operating Days5,381 4,622 
Fleet Utilization (%)99.7 %99.4 %
Three Months Ended
March 31, 2023March 31, 2022
Ownership Days4,811 4,770 
Owned Available Days4,581 4,437 
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-inOwned available days: We define chartered-in days as the aggregate number of days in a period during which the Company chartered-in vessels.
Available days: We defineowned available days as the number of our ownership days and chartered-in days less the aggregate number of days that our owned vessels are off-hire due to vessel familiarization upon acquisition, repairs, vessel upgrades or special surveys and other reasons which prevent the vessel from performing under the relevanta charter party such as surveys, medical events, stowaway disembarkation, etc.in a period. 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 three months ended March 31, 2022, the Company completed drydock for four vessels and one vessel was in drydock as of March 31, 2022.
Operating days: We define operating days as the number of our 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 very high utilization rates.
Time Charter and Voyage RevenueTCE (Non-GAAP Measure)
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 drybulk sector of the shipping industry, rates for the transportation of drybulk 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
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vessels available or 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 the conditions of certain geographical areas. The number of vessels is affected by newbuilding deliveries and by the removal of existing vessels from service, principally because ofdue to scrapping. 
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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 nettime charter hire income. Net charter hire income comprises revenue fromequivalent (“TCE”), which is a non-GAAP measure.
TCE is commonly used in the shipping industry primarily to compare daily earnings generated by vessels operating on time charters andwith daily earnings generated by vessels on voyage revenuecharters because charter hire rates for vessels on voyage charters are generally not expressed in per-day amounts while charter hire rates for vessels on time charters generally are expressed in such amounts. The Company defines TCE as revenues, net less voyage expenses from vessels operating on voyage charters in the spot market and charter hire expenses. Net charter hire income serves as aexpenses, adjusted for realized gains/(losses) on FFAs and bunker swaps, the subtotal of which is divided by the number of owned available days. TCE provides additional meaningful information in conjunction with Revenues, net, the most directly comparable GAAP measure, because it assists Company management in making decisions regarding the deployment and use of its vessels and in evaluating their performance. The Company’s TCE should not be considered an alternative to net income/(loss), operating income/(loss), cash flows provided by/(used in) operating activities or any other measure of analyzing fluctuations between financial periods and as a methodperformance or liquidity presented in accordance with U.S. GAAP. The Company’s calculation of equating revenue generated from a voyage charterTCE may not be comparable to time charter revenue.

those reported by other companies.
The following table represents Net charter hire income (athe reconciliation of TCE, a non-GAAP measure)measure, from Revenues, net as recorded in the accompanying Condensed Consolidated Statements of Operations for the three months ended March 31, 20222023 and 2021.2022.

For the Three Months Ended
(In thousands)March 31, 2022March 31, 2021
Revenues, net$184,398 $96,572 
Less: Voyage expenses$43,627 $26,615 
Less: Charter hire expenses$22,711 $8,480 
Net charter hire income$118,060 $61,477 
% Net charter hire income from
Time charters53 %46 %
Voyage charters47 %54 %

(in thousands, except for Owned available days and TCE data)For the Three Months Ended
March 31, 2023March 31, 2022
Revenues, net$105,198 $184,398 
Less:
Voyage expenses(33,475)(43,627)
Charter hire expenses(12,420)(22,711)
Realized (loss)/gain on FFAs and bunker swaps(133)3,547 
$59,170 $121,607 
Owned available days4,581 4,437 
TCE$12,917 $27,407 
Net income
For the three months ended March 31, 2023, the Company reported net income of $3.2 million, or basic and diluted net income per share of $0.25 and $0.24, respectively. In the comparable quarter of 2022, the Company reported net income of $53.1 million, or basic and diluted net income per share of $4.09 per share and $3.27, per share, respectively. In the comparable quarter of 2021, the Company reported net income of $9.8 million, or basic and diluted income of $0.84 per share.
Revenues
Our revenues are derived from time and voyage charters. Netcharters and our revenues are driven primarily by the number of vessels in our fleet, the number of days during which our vessels operate and the net charter hire that our vessels earn under charters, which, in turn, are affected by a number of factors, including:
the duration of our charters;
our decisions relating to vessel acquisitions and disposals;
the amount of time that we spend positioning our vessels;
the amount of time that our vessels spend in drydock undergoing repairs;
maintenance and voyage charter revenuesupgrade work;
the age, condition and specifications of our vessels;
levels of supply and demand in the drybulk shipping industry; and
other factors affecting spot freight rates for drybulk carriers.
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Revenues, net for the three months ended March 31, 20222023 were $105.2 million compared to $184.4 million compared with $96.6 million recorded infor the comparable quarter in 2021. The increase2022. Revenues, net decreased $79.2 million primarily due to lower rates on both time and voyage charters, driven by a decline in revenues was primarily attributable to higher charter rates as a result of the market recovery with increase in demand for drybulk products.market.
Voyage expenses
To the extent that we employ our vessels on voyage charters, we will incur expenses that include but are not limited to bunkers, port charges, canal tolls and cargo handling operations, as these expenses are borne by the vessel owner on voyage charters. As is common in the shipping industry, we pay commissions ranging from 1.25% to 5.50%5.00% of the total daily charter hire rate of each charter to unaffiliated ship brokers and in-house brokers associated with the charterers, depending on the number of brokers involved with arranging the charter. Bunkers, port charges, and canal tolls primarily increase in periods during which vessels are employed onWe record such broker commissions as voyage charters because these expenses are for the vessel owner's account. expenses.
Voyage expenses for the three months ended March 31, 2022 and 20212023 were $43.6 million and $26.6 million, respectively. The increase in voyage expenses was primarily due to an increase in bunker consumption expense as bunker fuel prices increased in the first quarter, as well as an increase in voyage charter business and an increase in broker commission expense as a result of the increase in revenues.
Vessel operating expenses
Vessel operating expenses for the three months ended March 31, 2022 were $27.9$33.5 million compared to $21.5$43.6 million infor the comparable quarter in 2021. The increase2022. Voyage expenses decreased $10.2 million primarily due to a $6.0 million reduction in vesselport expenses and a $3.0 million decrease in bunker consumption expenses, each primarily driven by a decrease in voyage charters.
Vessel operating expenses was primarily attributable to higher owned days and an increase in vessel upgrades as a result of an increase in repairs and upgrades performed while vessels were in drydock. The Company continues to incur higher costs related to the delivery of stores and spares, as well as crew changes as a result of the ongoing COVID-19 pandemic. The ownership days for the three months ended March 31, 2022 and 2021 were 4,770 and 4,199, respectively.
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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.
Other factors beyond our control, some of which may affect the shipping industry in general, may cause theVessel operating expenses for the three months ended March 31, 2023 were $31.3 million compared to $27.9 million for the comparable quarter in 2022. Vessel operating expenses increased $3.3 million as a result of our vesselshigher ownership days and primarily due to a $2.2 million increase including, for instance, developments relatingin crewing costs driven by higher crew compensation costs and a $0.8 million increase in stores and spares related to market prices for crew, insurance and petroleum-based lubricants and supplies.

the timing of purchases.
Charter hire expenses
The charterCharter hire expenses for the three months ended March 31, 20222023 were $22.7$12.4 million compared to $8.5$22.7 million infor the comparable quarter in 2021. The increase in charter2022. Charter hire expenses was principallydecreased $10.3 million primarily due to an increase in chartered-in days and an increasea decrease in charter hire rates duerelated to improvementa decline in the charter hiredrybulk market. The total
Chartered-in days, which is the aggregate number of days in a period during which the Company chartered-in daysvessels, for the three months ended March 31, 2023 and 2022 were 944 and 960 compared to 658 for the comparable quarter in the prior year. Between 2017 and 2021, the Company entered into a series of agreements to charter five Ultramax vessels on a long term basis. The minimum chartered-in periods ranged between one and four years with an option to extend the duration between three and 24 months. Four of those five vessels were chartered-in as of March 31, 2022. The remaining vessel will be delivered during the second quarter of 2022.days, respectively.
Depreciation and amortization

ForWe depreciate the three months ended March 31, 2022 and 2021, total depreciation and amortization expense was $14.6 million and $12.5 million, respectively. Total depreciation and amortization expense forcost of our vessels on a straight-line basis over the three months ended March 31, 2022 includes $11.7 millionexpected useful life of vessel and other fixed assets depreciation and $2.9 million relating to the amortization of deferred drydocking costs. Comparable amounts for the three months ended March 31, 2021 were $10.5 million of vessel and other fixed assets depreciation and $2.0 million of amortization of deferred drydocking costs. The increase in depreciation expense is due to the acquisition of nine Ultramax vessels in 2021, offset by the sale of one vessel in the third quarter of 2021. The increase in amortization of deferred drydock costs is related to completing eleven drydocks since the first quarter of 2021.
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, weWe estimate the residual values of our vesselsscrap rate to be $300$400 per lightweight ton, which we believelwt to compute each vessel’s residual value.
We amortize drydocking costs on a straight-line basis over the period through the date the next drydocking is common in the drybulk shipping industry. Drydocking relatesrequired 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 yearsbecome due, generally 30 months for vessels olderthat are 15 years old or more and 60 months for vessels that are less than 15 years old.
Depreciation and every five yearsamortization for the three months ended March 31, 2023 was $14.7 million compared to $14.6 million for the comparable quarter in 2022. Depreciation and amortization increased $0.1 million primarily due to a $0.7 million increase in deferred drydocking cost amortization due to higher drydocking expenditures and a $0.3 million increase in depreciation driven by the net impact of vessels younger than 15 years, accordingly, these expenses are deferredacquired and amortized over thesesold during the respective periods. This was partially offset by a $1.0 million decrease in depreciation due to a change in our estimated vessel scrap value from $300 per lwt to $400 per lwt, effective January 1, 2023.
General and administrative expenses
Our general and administrative expenses include onshore vessel administration related expenses, such as legal and professional expenses, administrative and other expenses including payroll and expenses relating to our executive officers and office staff,
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office rent and expenses, directors’directors fees, and directors and officers insurance. General and administrative expenses also include stock-based compensation expenses. 
General and administrative expenses for the three months ended March 31, 2022 and 20212023 were $11.0 million compared to $10.1 million and $7.7 million, respectively. General and administrative expenses include afor the comparable quarter in 2022. Excluding stock-based compensation componentexpense of $1.5$1.9 million and $0.9$1.5 million for the three months ended March 31, 2023 and 2022, and 2021, respectively. The increase inrespectively, general and administrative expenses was mainly attributablefor the three months ended March 31, 2023 were $9.1 million compared to an$8.6 million for the comparable quarter in 2022. General and administrative expenses increased $0.9 million primarily due to a $0.4 million increase in legal and consulting expenses, compensation and benefits, and stock-based compensation expense.expense and a $0.2 million increase in professional fees.
Other operating expense
Other operating expense for the three months ended March 31, 20222023 and 20212022 was $0.1 million and $1.0 million, respectively. Inmillion.
Gain on sale of vessel
For the three months ended March 2021,31, 2023, the U.S. government began investigating an allegation that oneCompany recorded a gain on the sale of our vessels may have improperly disposedthe vessel Jaeger of ballast water that entered the engine room bilges during a repair. The Company posted a surety bond as security for any fines and penalties. Other operating expense consists of expenses incurred relating to this incident, which include legal fees, surety bond expenses, vessel offhire, crew changes and travel costs.
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$3.3 million.
Interest expense
Our interestInterest expense for the three months ended March 31, 2023 and 2022 was $3.9 million and 2021 was $4.4 million, and $8.3respectively. Interest expense decreased $0.6 million respectively. The decrease in interest expense is primarily due to lower outstanding principal balances driven by principal repayments.
The Company entered into interest rate swaps in October 2021 to fix the interest rate exposure on the Global Ultraco Debt Facility term loan. As a decrease in outstanding debt and lowerresult of these swaps, which average 87 basis points, the Company’s interest rates due torate exposure is fully fixed insulating the refinancing ofCompany from the Company's debt in the fourth quarter of 2021.rising interest rate environment.
Amortization of debt issuance costs is included in interest expense. These financing costs relate to costs associated with our various outstanding debt facilities. For the three months ended March 31, 2022 and 2021, the amortization of debt issuance costs was $0.6 million and $1.6 million, respectively. The interest expenseInterest income
Interest income for the three months ended March 31, 2021 includes $1.02023 and 2022 was $1.8 million ofand less than $0.1 million, respectively. Interest income increased primarily due to higher interest expense representingrates on the amortization of the equity component of the Convertible Bond Debt. The Company adopted ASU 2020-06 as of January 1, 2022 under the modified retrospective approach. The Convertible Bond Debt will no longer require bifurcation and separate accounting of the equity component. Please refer to Note 2, Recent Accounting Pronouncements, to the condensed consolidated financial statements for further information.

Company’s cash balances.
Realized and unrealized loss on derivative instruments, net
Realized and unrealized loss on derivative instruments, net for the three months ended March 31, 2022 and 20212023 was $0.4 million compared to $7.9 million and $0.7 million, respectively.for the comparable quarter in 2022. The increase in realized and unrealized losses is primarily relatedloss on derivative instruments, net decreased $7.5 million due to $12.5 million in losses incurred on our freight forward agreementsmarket movements as a result of the increase in charter hire rates, partially offset by $4.6 million inwell as lower FFA and bunker swap gains. Please referactivity. Refer to Note 5, Derivative Instruments, to the condensed consolidated financial statements for further information.
Effects of Inflation
We do not believeThe Company believes that its business benefits during periods of elevated inflation has had or is likely,and positive demand growth, as higher charter rates and net revenues more than offset increases in the foreseeable future,costs relating to have a significant impact on vessel operating expenses, drydocking, expenses orand general and administrative expenses.

administrative.
Liquidity and Capital Resources
Three Months Ended
(In thousands)March 31, 2022March 31, 2021
Net cash provided by operating activities$42,254 $14,333 
Net cash used in investing activities(3,937)(53,385)
Net cash (used in)/provided by financing activities(40,862)30,916 
Net decrease in cash, cash equivalents and restricted cash(2,545)(8,136)
Cash, cash equivalents and restricted cash at beginning of period86,222 88,849 
Cash, cash equivalents and restricted cash at end of period$83,677 $80,713 
Net cash provided by operating activities during the three months ended March 31, 2022 and 2021 was $42.3 million and $14.3 million, respectively. The increase in cash flows provided by operating activities resulted primarily from the increase in revenues due to higher charter hire rates.
Net cash used in investing activities during the three months ended March 31, 2022 and 2021 was $3.9 million and $53.4 million, respectively. During the three months ended March 31, 2022, the Company paid $3.5 million for the purchase of ballast water treatment systems on our fleet. Additionally, the Company paid $0.3 million for vessel improvements and $0.2 million for other fixed assets. Please refer to Note 3, Vessels, to the condensed consolidated financial statements for further information.
Net cash used in financing activities during the three months ended March 31, 2022 was $40.9 million compared to net cash provided by financing activities of $30.9 million for the three months ended March 31, 2021. During the three months ended March 31, 2022, the Company repaid $12.5 million of the Global Ultraco Debt Facility. The Company also paid $26.8 million in dividends and $1.9 million to settle net share equity awards.
Our principal sources of funds areinclude operating cash flows long-term bank borrowings and borrowings under ourlong-term debt and revolving credit facility.facilities. Our principal useuses of funds isinclude (i) capital expenditures to establish and grow our fleet, maintain the quality and efficiency of our vessels
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and comply with international shipping standards and environmental laws and regulations, fund(ii) funding working capital requirements and repay(iii) making principal and interest and principalpayments on our outstanding loan facilities.
Summary of Liquidity and Capital Resourcesdebt.

AsOur ability to generate sufficient cash depends on many factors, some of March 31, 2022,which are outside of our control. For additional discussion regarding risks that may negatively impact our cash and cash equivalents including restricted cash was $83.7 million, compared to $86.2 million at December 31, 2021. The Company had restricted cash of $0.1 million and $0.1 million as of March 31, 2022 and December 31, 2021, respectively.
In addition, as of March 31, 2022, we had $100.0 million in an undrawn revolver facility available under the Global Ultraco Debt Facility.
As of March 31, 2022, the Company’s debt consisted of the Global Ultraco Debt Facility of $275.1 million, net of $8.1 million of debt issuance costs, and the Convertible Bond Debt of $114.1 million, net of $1.0 million of debt discount and issuance costs.flows, see “Item 1A. Risk Factors.”
We believe that our current financial resources, improved charter hire rates fortogether with the balance ofundrawn revolving facility available under the yearGlobal Ultraco Debt Facility and cash generated from operations, will be sufficient to meet our ongoing business needs and other obligations over the next twelve months. However,months and for the foreseeable future thereafter.
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Summary of Liquidity and Capital Resources
As of March 31, 2023, our abilitycash and cash equivalents including noncurrent restricted cash was $155.9 million compared to generate sufficient$189.8 million as of December 31, 2022.
The following table presents summarized cash dependsflow information for the three months ended March 31, 2023 and 2022:
Three Months Ended
March 31, 2023March 31, 2022
Net cash provided by operating activities$7,411 $42,254 
Net cash used in investing activities(18,583)(3,937)
Net cash used in financing activities(22,727)(40,862)
Net decrease in cash, cash equivalents and restricted cash(33,899)(2,545)
Cash, cash equivalents and restricted cash at beginning of period189,754 86,222 
Cash, cash equivalents and restricted cash at end of period$155,855 $83,677 
Net cash provided by operating activities for the three months ended March 31, 2023 was $7.4 million, compared to $42.3 million for the three months ended March 31, 2022. The decrease is primarily due to a decrease in net income driven by lower freight rates, partially offset by changes in operating assets and liabilities driven by decreases in accounts receivable and inventories.
Net cash used in investing activities for the three months ended March 31, 2023 was $18.6 million, compared to $3.9 million for the three months ended March 31, 2022. During the three months ended March 31, 2023, the Company (i) paid $20.9 million to purchase one vessel and other vessel improvements, (ii) paid $6.0 million as advances on many factors beyondthe purchase of two vessels and (iii) paid $0.2 million to purchase ballast water treatment systems (“BWTS”). These uses of cash were partially offset by $8.4 million in net proceeds from the sale of one vessel. During the three months ended March 31, 2022, the Company (i) paid $3.5 million to purchase BWTS, (ii) paid $0.3 million to purchase vessel improvements and (iii) paid $0.2 million to purchase other fixed assets.
Net cash used in financing activities for the three months ended March 31, 2023 was $22.7 million, compared to $40.9 million for the three months ended March 31, 2022. During the three months ended March 31, 2023, the Company (i) repaid $12.5 million of term loan under the Global Ultraco Debt Facility, (ii) paid $8.6 million in dividends and (iii) paid $1.7 million for taxes related to net share settlement of equity awards. During the three months ended March 31, 2022, the Company (i) paid $26.8 million in dividends, (ii) repaid $12.5 million of term loan under the Global Ultraco Debt Facility and (iii) paid $1.9 million for taxes related to net share settlement of equity awards. As it relates to amounts paid for taxes related to net share settlement of equity awards, the Company withholds a number of shares earned by employees with a value equal to amounts paid.
A summary of the Company’s debt as of March 31, 2023 and December 31, 2022 is as follows:
March 31, 2023December 31, 2022
Principal Amount OutstandingCarrying ValuePrincipal Amount OutstandingCarrying Value
Convertible Bond Debt$104,119 $103,595 $104,119 $103,499 
Global Ultraco Debt Facility (1)
225,300 218,955 237,750 230,983 
Revolver loan under Global Ultraco Debt Facility (2)
— — — — 
$329,419 $322,550 $341,869 $334,482 
(1)$49.8 million of principal amount outstanding under the Global Ultraco Debt Facility is classified as current as of March 31, 2023 and December 31, 2022.
(2)As of March 31, 2023 and December 31, 2022, the undrawn revolving facility under the Global Ultraco Debt Facility was $100.0 million.
See Note 4, Debt, to the condensed consolidated financial statements included herein for a summary of our control including, among other things, the general charter rate environment.credit agreements.
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Capital Expenditures
Our capital expenditures relate to the purchase of vessels and capital improvements to our vessels, which are expected to enhance thetheir revenue earning capabilities, efficiency and/or safety and safetyto comply with relevant regulations.
On January 30, 2023, the Company entered into a memorandum of agreement to acquire a high-specification 2020-built scrubber-fitted Ultramax bulkcarrier for total consideration of $30.1 million. The Company paid a deposit of $3.0 million on this vessel as of March 31, 2023. The vessel is expected to be delivered to the Company during the second quarter of 2023. The remaining consideration is due upon delivery of the vessels.vessel and the Company intends to fund this acquisition with cash on hand and/or amounts available under the Global Ultraco Debt Facility.
On February 28, 2023, the Company entered into a memorandum of agreement to acquire a high-specification 2020-built scrubber-fitted Ultramax bulkcarrier for total consideration of $30.1 million. The Company paid a deposit of $3.0 million on this vessel as of March 31, 2023. The vessel is expected to be delivered to the Company during the second quarter of 2023. The remaining consideration is due upon delivery of the vessel and the Company intends to fund this acquisition with cash on hand and/or amounts available under the Global Ultraco Debt Facility.
In addition to acquisitions that we may undertake in future periods, the Company’s other major capital expenditures include funding the Company’s program of regularly scheduled drydocking which isand vessel improvements necessary to comply with international shipping standards and environmental laws and regulations. Although the Company has some flexibility regarding the timing of its drydocking,drydockings, the timing of costs are relatively predictable. The CompanyIn accordance with statutory requirements, management anticipates that vessels willare to be drydocked every five years for vessels youngerless than 15 years and every two and a half years for vessels older than 15 years. We anticipate that we will fund theseFunding of drydocking costs is anticipated to be satisfied with cash from operations and that these drydocks will requireoperations. Generally, drydocking requires us to reposition these vessels from a discharge port to shipyard facilities, which will reduce our owned 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 is required to become due. During the three months ended March 31, 2023, two of our vessels completed drydock and we incurred $3.7 million for those vessels.drydocking costs. During the three months ended March 31, 2022, four of our vessels completed drydock and one vessel was in drydock as of March 31, 2022, and we incurred $10.8 million for drydocking expenditures of $10.8 million. In the three months ended March 31, 2021, four of our vessels completed drydock and we incurred drydocking expenditures of $4.8 million.costs.
The following table represents certain information about the estimated costs for anticipated vessel drydockings, ballast water treatment systems, and scrubber installationsvessel upgrades in the next four quarters, along with the anticipated off-hire days:
Projected Costs (1) (in millions)
Quarter Ending
Off-hire Days(2)
BWTSDrydocks
Vessel Upgrades(3)
June 30, 2022213 $0.5 $3.1 $0.6 
September 30, 2022139 $0.3 $2.7 $0.2 
December 31, 2022118 $0.6 $2.1 $0.2 
March 31, 2023120 $0.1 $2.6 $0.4 
Projected Costs (1) ($ in millions)
Quarters Ending
Off-hire Days(2)
BWTSDrydocks
Vessel Upgrades(3)
June 30, 2023293 $1.8 $6.5 $0.8 
September 30, 2023170 $1.2 $1.8 $— 
December 31, 2023249 $0.8 $4.6 $0.4 
March 31, 2024123 $— $4.6 $0.4 
(1) Actual costs will vary based on various factors, including where the drydockings are actually performed.
(1)
We intend to fund these costs with cash on hand.
(2)Actual duration of off-hire days will vary based on the age and condition of the vessel, yard schedules and other factors. Projected off-hire days includes an additional allowance for unforeseen events.
(3)
Vessel upgrades represents capexcapital expenditures relating to items such as high-spec low friction hull paint which improves fuel efficiency and reduces fuel costs, NeoPanama Canal chock fittings enabling vessels to carry additional cargo through the new Panama Canal locks, as well as other retrofitted fuel-saving devices. Vessel upgrades are discretionary in nature and evaluated on a business case-by-case basis. We intend to fund these upgrades with cash on hand.

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Off-balance Sheet Arrangements
We do not have any off-balance sheet arrangements.
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Other Contingencies
We refer you to See Note 7, Commitments and Contingencies, to our condensed consolidated financial statements for a discussion of our contingencies. If an unfavorable ruling werecontingencies related 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.legal proceedings. The potential impact from legal proceedings on our business, liquidity, results of operations, financial position and cash flows could be material and adverse and could change in the future.
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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, 2021, filed with the SEC on March 14, 2022.Report. For additional information regarding our use of certain derivative financial instruments, including interest rate swaps, forward freight agreements and bunker swaps, see Note 5, DerivativesDerivative Instruments, to theour condensed consolidated financial statements.

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 March 31, 2022,2023, 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 as of March 31, 2022.2023.
Changes in Internal Controls.Controls
No change in our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-(f) under the Exchange Act) occurred during the quarter ended March 31, 20222023 that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting. We are continually monitoring and assessing the COVID-19 situation on our internal controls to minimize the impact on their design and operating effectiveness.

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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. Commitments and Contingencies 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, 2021, filed with the SEC on March 14, 2022. The risks described in the Annual Report on Form 10-K for the year ended December 31, 20212022, filed with the SEC on March 10, 2023 (the “Annual Report”). The risks described in the Annual Report 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 and adversely affect our business, results of operations, earnings, financial condition, or future results.cash flows and stock price.


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.
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ITEM 6 – Exhibits
EXHIBIT INDEX

101*The following materials from Eagle Bulk Shipping Inc.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2022,2023, formatted in eXtensible Business Reporting Language (XBRL): (i) Condensed Consolidated Balance Sheets (unaudited) as of March 31, 20222023 and December 31, 2021,2022, (ii) Condensed Consolidated Statements of Operations (unaudited) for the three months ended March 31, 20222023 and 2021,2022, (iii) Condensed Consolidated Statements of Comprehensive income (unaudited) for the three months ended March 31, 20222023 and 2021,2022, (iv) Condensed Consolidated Statements of Stockholders’ Equity (unaudited) for the three months ended March 31, 20222023 and 2021,2022, (v) Condensed Consolidated Statements of Cash Flows (unaudited) for the three months ended March 31, 20222023 and 2021,2022, and (vi) Notes to Condensed Consolidated Financial Statements (unaudited).
* Filed herewith.
** Furnished herewith.

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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: May 9, 20225, 2023
By: /s/ Frank De CostanzoConstantine Tsoutsoplides
--------------------------------------------------------------------------------
Frank De CostanzoConstantine Tsoutsoplides
Chief Financial Officer
(Principal financial officer of the registrant)
Date: May 9, 20225, 2023
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