SEC Company Response from U.S. Shipping Partners L.P. (CIK 0001299716) — Sep 24, 2004
U.S. Shipping Partners L.P. (CIK 0001299716)
Date: Sept. 24, 2004 · CIK: 0001299716 · Accession: 0001047469-04-029557
AI Filing Summary & Sentiment
File numbers found in text: 333-118141
Referenced dates: September 10, 2004
Letter
VIA EDGAR AND FEDERAL EXPRESS Securities and Exchange Commission Division of Corporation Finance Washington, D.C. 20549-0305 Re:U.S. Shipping Partners L.P. Registration Statement on Form S-1 filed on August 12, 2004 File No. 333-118141
Dear Ms. Dunton:
On behalf of U.S. Shipping Partners L.P. (the "Partnership"), we hereby submit to you Amendment No. 1 ("Amendment No. 1") to the Partnership's above-referenced Registration Statement on Form S-1, reflecting changes made in response to the Staff's comment letter dated September 10, 2004.
All responses to the comments set forth in this letter are submitted on behalf of the Partnership at its request. All responses to the accounting comments were prepared by the Partnership in consultation with its independent auditors. The following numbered paragraphs, which correspond to the numbered paragraphs of the September 10, 2004 comment letter and which include specific references to Amendment No. 1, set forth the Partnership's responses to the Staff's comments.
General
1.Supplementally advise us as to whether you intend to use additional sales material, in addition to the prospectus, to sell the common units. If this is the case, please provide the staff with copies of any sales literature you intend to use, prior to use. These materials are subject to our review and comment. Refer to Item 19.D of Securities Act Industry Guide 5 and Release No. 33-6900 regarding disclosure in offerings of limited partnership interests.
Ms. Sarah W. Dunton
September 24, 2004
Page 2
Response: The Partnership will not provide sales materials to prospective investors other than the preliminary prospectus. The Partnership intends to conduct a roadshow in connection with the offering that will include a slide presentation. Hard copies of the slide presentation will not be distributed. The slide presentation has not yet been prepared.
As disclosed in the prospectus included in Amendment No. 1 (the "Prospectus"), the Partnership intends to reserve common units offered by the Prospectus for sale under a directed unit program to certain of its employees. In connection with the directed unit program, the Partnership will send materials to the participants at or after the time the preliminary prospectus is distributed. These materials may be deemed to be additional sales material. As noted in response to comment 33 below, the Partnership will provide the Staff with copies of the directed unit program materials prior to their use.
2.Furthermore, please provide any other disclosure that may be required by Securities Act Industry Guide 5. Note that Release 33-6900 states that the requirements of Guide 5 "should be considered, as appropriate, in the preparation of all other limited partnership offerings." Refer to Sections II.A.3.f. and II.B.2 of Securities Act Release 33-6900 for guidance.
Response: The Partnership advises the Staff that it has carefully reviewed Industry Guide 5 and believes that it has complied with its requirements as applied by the Staff to offerings of common units in master limited partnerships.
The Partnership believes that disclosure of prior performance as referenced in Section II.A.3.f. of Securities Act Release 33-6900 is not warranted because the Partnership, although structured as a limited partnership, is not a "program" as that term is used in Industry Guide 5 or Securities Act Release 33-6900. For instance, the Partnership is not a commodity pool or an equipment leasing, oil and gas or real estate investment program. To the contrary, the Partnership is an operating business that is engaged in the transportation of refined petroleum products and petrochemical and commodity chemical products.
As described in the Prospectus, the Partnership owns and operates six ITBs and two parcel tankers. Its fleet provides marine transportation services to major oil and chemical companies. In contrast to "programs," the Partnership does not generate income from trading activities or passive investments; rather, it generates income from operating a business that provides marine transportation services to customers. The Partnership is assuming the entire business operations of United States Shipping Master LLC, under the same management team, and its financial performance under this team since the six ITBs were acquired from Hess in September 2002 is included in the Prospectus. In addition, prior to September 2002 the six ITBs
Ms. Sarah W. Dunton
September 24, 2004
Page 3
acquired from Hess were operated by a division of Hess managed by several members of the Partnership's current management team, and the financial performance of that division from January 1, 1999 through September 12, 2002 is also included in the Prospectus.
The Partnership will use the proceeds from its initial public offering to repay existing indebtedness and as otherwise described in the prospectus. The Partnership will not use the proceeds of its initial public offering to engage in trading activities or to identify real estate properties as contemplated by Industry Guide 5. Further, the Partnership's general partner and its affiliates will not receive any proceeds from the initial public offering other than reimbursement to United States Shipping Master LLC of $4.2 million for certain capital expenditures made by United States Shipping Master LLC related to assets the Partnership will own after the offering. Furthermore, the Partnership's general partner and its affiliates will not receive any fees for managing the Partnership's business; instead, they will merely be reimbursed for expenses they incur on the Partnership's behalf.
With respect to the information required by II.B.2 of Release No. 33-6900, the Partnership notes that:
•Information relating to "Compensation to the General Partner and its Affiliates" is discussed on pages 6, 28-29, 126 and 129-130 of the Prospectus under the captions "Prospectus Summary—The Transactions—Management and Ownership," "Risk Factors—Risks Inherent in an Investment in Us—Our general partner and its affiliates have conflicts of interest and limited fiduciary duties, which may permit them to favor their own interests to the detriment of our unitholders," "Management—Reimbursement of Expenses of Our General Partner" and "Certain Relationships and Related Party Transactions—Distributions and Payments to Our General Partner and Its Affiliates," respectively.
•Information relating to "Conflicts of Interest and Fiduciary Duties" is discussed on pages 7, 12, 28, 29-30 and 133-138 of the Prospectus under the captions "Prospectus Summary—Organizational Structure After the Transactions," "Prospectus Summary—Summary of Conflicts of Interest and Fiduciary Duties," "Risk Factors—Risks Inherent in an Investment in Us—Our general partner and its affiliates have conflicts of interest and limited fiduciary duties, which may permit them to favor their own interests to the detriment of our unitholders," "Risk Factors—Risks Inherent in an Investment in Us—Our partnership agreement limits our general partner's fiduciary duties to unitholders and restricts the remedies available to unitholders for actions taken by our general
Ms. Sarah W. Dunton
September 24, 2004
Page 4
partner that might otherwise constitute breaches of fiduciary duty" and "Conflicts of Interest and Fiduciary Duties," respectively.
•Information relating to "Management" is discussed beginning on page 118 of the Prospectus under the caption "Management."
•The Partnership Agreement is summarized beginning on page 142 of the Prospectus under the caption "The Partnership Agreement."
•Information relating to "Distributions and Allocations" is described beginning on pages 42 and 151 of the Prospectus under the captions "Cash Distribution Policy" and "The Partnership Agreement—Liquidation and Distribution of Proceeds," respectively.
Cover Page
3.In the first paragraph, please briefly disclose the limitations on your ability to pay the distributions of available cash to common unit holders. For example, it appears you are required to establish cash reserves and pay fees and expenses, including payments to your general partner, before you will have sufficient cash from operations to pay the distributions to the unit holders.
Response: The Partnership has added the requested disclosure to the cover page of the Prospectus.
4.Please remove the identification of "Joint Book-Running Managers" and "Co-Lead Manager" on the prospectus cover page. This information is not required under Item 501 of Regulation S-K and is not material to an investment decision.
Response: The Partnership has retained the identification of the "Joint Book-Running Managers" and "Co-Lead Manager" on the Prospectus cover page. Citigroup Global Markets Inc. has advised the Partnership that many underwriters follow this convention in the case of offerings that feature joint book-running managers and/or co-lead managers. In addition, Citigroup Global Markets Inc. had advised the Partnership that the identity of the joint book-running managers may be important to potential investors. For example, an investor with multiple brokerage accounts may prefer to place an order through an account with a book-running manager if it has an account with one of such managers.
5.Please confirm that you will include an estimate of the range of the maximum offering price and the maximum number of common units to be sold in any preliminary prospectus you circulate. See Instruction 1. (A) to paragraph 501(b)(3).
Ms. Sarah W. Dunton
September 24, 2004
Page 5
Response: The Partnership confirms that an estimate of the range of the offering price will be included in the first paragraph of the cover page of the preliminary prospectus. The Partnership also notes that the proposed offering is a firm commitment underwritten offering for a fixed number of shares at a fixed price, rather than a minimum/maximum offering. As noted in the Prospectus, the Partnership intends to offer 6,000,000 common units in a firm commitment underwriting, and is providing an over-allotment option of 897,458 common units.
Inside Front Cover
6.Please provide us with the artwork you intend to use. The inside front cover artwork should be clear illustrations of your product or business with concise language describing the illustrations. Artwork that does not convey the business purpose and language that strays beyond a limited scope will not be appropriate inside the front cover. Please refer to Section VIII of the Division of Corporation Finance March 31, 2001 Current Issues and Rulemaking Projects Quarterly Update available at www.sec.gov.
Response: The Partnership will provide the artwork to the Staff when it is available. The Partnership supplementally advises the Staff that the artwork it intends to use consists of a picture of one of its integrated tug barge units, a picture of one of its parcel tankers and a diagram of the articulated tug barge that is being constructed for the Partnership. The captions would merely identify the vessels shown.
7.Please move the dealer prospectus delivery requirement to appear on the back cover page. Refer to Item 502(b) of Regulation S-K.
Response: The Partnership has not moved the paragraph regarding the dealer prospectus delivery requirements from its present location. Citigroup Global Markets Inc. has advised the Partnership that it and many other underwriters have been following this convention since the adoption of the plain English rules.
8.Please move the Industry Data and other unnecessary information to appear after the summary and risk factors sections, or incorporate it within the summary.
Response: The Partnership has complied with this comment by moving the Industry Data and other information to pages 178-179 of the Prospectus under the caption "Industry Data" and including a cross-reference in the introduction to the Prospectus Summary on page 1 of the Prospectus.
Ms. Sarah W. Dunton
September 24, 2004
Page 6
Prospectus Summary
U.S. Shipping Partners, L.P., page 1
9.Please provide more information about the background of the company, such as in what year it began operating, how successful the company is as compared to other competitors in the domestic long-haul marine transportation industry for petroleum products, and some indication as to the financial performance of the company in recent periods.
Response: The Partnership has added the requested disclosure about the year in which it began operating to the beginning of the third paragraph on page 1 of the Prospectus. The Partnership notes that the sixth paragraph of the summary description of the Partnership on page 2 of the Prospectus contains information on the Partnership's recent financial performance. The Partnership has not included a discussion of a comparison of the Partnership's success relative to its other competitors in the domestic long-haul marine transportation industry, as the Partnership does not have access to reliable publicly available information that would enable the Partnership to include a meaningful discussion of that comparison.
Use of Proceeds, page 8
10.Please specify the purpose for the payment of $3.6 million to United States Shipping Master LLC. Revise the Use of Proceeds section accordingly.
Response: The Partnership has added the requested disclosure to pages 8 and 39 of the Prospectus.
Cash Distributions, page 8
11.It appears that you will make payments to the general partner as part of your routine fees and expenses, before you make any distributions to the unit holders. Please clarify and revise to disclose what percentage of the fees, or what amount, you pay to the general partner before making any distributions, of which the general partner will get an additional two percent.
Response: The Partnership advises the Staff that the only payments that the Partnership will make to the General Partner (other than distributions in respect of the general partner's incentive distribution rights and 2% general partner interest) are payments to reimburse the general partner for its expenses incurred on the Partnership's behalf. We have added language on page 8 of the Prospectus to clarify that the payments to the general partner are for reimbursement of expenses. The payments to the general partner are also discussed on pages 6 and 126 of the Prospectus.
Ms. Sarah W. Dunton
September 24, 2004
Page 7
Non-GAAP Financial Measures, page 15
12.Although we note that you principally use net voyage revenue, rather than voyage revenue, when comparing performance in different periods, it appears that your presentation of net voyage revenue may not comply with FR-65. In this regard, Item 10 of Regulation S-K prohibits the adjustment of a performance measure for an item that is reasonably likely to recur within two years. Since you have incurred voyage expenses in every period, it appears they are likely to recur in the future. Also, based on your disclosure on page 68, it appears that net utilization and time charter equivalents are your two principal measures of performance. Pursuant to FR-65, operating measures are excluded from the definition of non-GAAP measures. Therefore, we suggest you restrict your discussion of net voyage revenue to explaining its use in the calculation of average daily time charter equivalents, without disclosing the aggregate dollar amount of net voyage revenue. If you believe your presentation of the aggregate dollar amoun
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Fulbright & Jaworski L.L.P.
A Registered Limited Liability Partnership
666 Fifth Avenue, 31st Floor
New York, New York 10103-3194
www.fulbright.com
Roy L. Goldman
Direct Dial:
(212) 318-3219
Partner
Telephone:
(212) 318-3000
rgoldman@fulbright.com
Facsimile:
(212) 318-3400
September 24, 2004
VIA EDGAR AND FEDERAL EXPRESS
Ms. Sara
W. Dunton
Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Mail Stop 03-05
Washington, D.C. 20549-0305
Re:U.S.
Shipping Partners L.P.
Registration Statement on Form S-1 filed on August 12, 2004
File No. 333-118141
Dear
Ms. Dunton:
On
behalf of U.S. Shipping Partners L.P. (the "Partnership"), we hereby submit to you Amendment No. 1 ("Amendment
No. 1") to the Partnership's above-referenced Registration Statement on Form S-1, reflecting changes made in response to the Staff's comment letter dated
September 10, 2004.
All
responses to the comments set forth in this letter are submitted on behalf of the Partnership at its request. All responses to the accounting comments were prepared by the
Partnership in consultation with its independent auditors. The following numbered paragraphs, which correspond to the numbered paragraphs of the September 10, 2004 comment letter and which
include specific references to Amendment No. 1, set forth the Partnership's responses to the Staff's comments.
General
1.Supplementally
advise us as to whether you intend to use additional sales material, in addition to the prospectus, to sell the common units. If this is the case, please provide the
staff with copies of any sales literature you intend to use, prior to use. These materials are subject to our review and comment. Refer to Item 19.D of Securities Act Industry Guide 5 and Release
No. 33-6900 regarding disclosure in offerings of limited partnership interests.
Ms.
Sarah W. Dunton
September 24, 2004
Page 2
Response:
The Partnership will not provide sales materials to prospective investors other than the preliminary prospectus. The
Partnership intends to conduct a roadshow in connection with the offering that will include a slide presentation. Hard copies of the slide presentation will not be distributed. The slide presentation
has not yet been prepared.
As
disclosed in the prospectus included in Amendment No. 1 (the "Prospectus"), the Partnership intends to reserve common
units offered by the Prospectus for sale under a directed unit program to certain of its employees. In connection with the directed unit program, the Partnership will send materials to the
participants at or after the time the preliminary prospectus is distributed. These materials may be deemed to be additional sales material. As noted in response to comment 33 below, the Partnership
will provide the Staff with copies of the directed unit program materials prior to their use.
2.Furthermore,
please provide any other disclosure that may be required by Securities Act Industry Guide 5. Note that Release 33-6900 states that the requirements of Guide 5
"should be considered, as appropriate, in the preparation of all other limited partnership offerings." Refer to Sections II.A.3.f. and II.B.2 of Securities Act Release 33-6900 for
guidance.
Response:
The Partnership advises the Staff that it has carefully reviewed Industry Guide 5 and believes that it has complied
with its requirements as applied by the Staff to offerings of common units in master limited partnerships.
The
Partnership believes that disclosure of prior performance as referenced in Section II.A.3.f. of Securities Act Release 33-6900 is not
warranted because the Partnership, although structured as a limited partnership, is not a "program" as that term is used in Industry Guide 5 or Securities Act Release 33-6900. For
instance, the Partnership is not a commodity pool or an equipment leasing, oil and gas or real estate investment program. To the contrary, the Partnership is an operating business that is engaged in
the transportation of refined petroleum products and petrochemical and commodity chemical products.
As
described in the Prospectus, the Partnership owns and operates six ITBs and two parcel tankers. Its fleet provides marine transportation services to
major oil and chemical companies. In contrast to "programs," the Partnership does not generate income from trading activities or passive investments; rather, it generates income from operating a
business that provides marine transportation services to customers. The Partnership is assuming the entire business operations of United States Shipping Master LLC, under the same management team, and
its financial performance under this team since the six ITBs were acquired from Hess in September 2002 is included in the Prospectus. In addition, prior to September 2002 the six ITBs
Ms.
Sarah W. Dunton
September 24, 2004
Page 3
acquired
from Hess were operated by a division of Hess managed by several members of the Partnership's current management team, and the financial
performance of that division from January 1, 1999 through September 12, 2002 is also included in the Prospectus.
The
Partnership will use the proceeds from its initial public offering to repay existing indebtedness and as otherwise described in the prospectus. The
Partnership will not use the proceeds of its initial public offering to engage in trading activities or to identify real estate properties as contemplated by Industry Guide 5. Further, the
Partnership's general partner and its affiliates will not receive any proceeds from the initial public offering other than reimbursement to United States Shipping Master LLC of $4.2 million for
certain capital expenditures made by United States Shipping Master LLC related to assets the Partnership will own after the offering. Furthermore, the Partnership's general partner and its affiliates
will not receive any fees for managing the Partnership's business; instead, they will merely be reimbursed for expenses they incur on the Partnership's behalf.
With
respect to the information required by II.B.2 of Release No. 33-6900, the Partnership notes that:
•Information
relating to "Compensation to the General Partner and its Affiliates" is discussed on pages 6, 28-29, 126 and 129-130 of the Prospectus
under the
captions "Prospectus Summary—The Transactions—Management and Ownership," "Risk Factors—Risks Inherent in an Investment in Us—Our general partner and its
affiliates have conflicts of interest and limited fiduciary duties, which may permit them to favor their own interests to the detriment of our unitholders," "Management—Reimbursement of
Expenses of Our General Partner" and "Certain Relationships and Related Party Transactions—Distributions and Payments to Our General Partner and Its Affiliates," respectively.
•Information
relating to "Conflicts of Interest and Fiduciary Duties" is discussed on pages 7, 12, 28, 29-30 and 133-138 of the Prospectus under the
captions "Prospectus Summary—Organizational Structure After the Transactions," "Prospectus Summary—Summary of Conflicts of Interest and Fiduciary Duties," "Risk
Factors—Risks Inherent in an Investment in Us—Our general partner and its affiliates have conflicts of interest and limited fiduciary duties, which may permit them to favor
their own interests to the detriment of our unitholders," "Risk Factors—Risks Inherent in an Investment in Us—Our partnership agreement limits our general partner's fiduciary
duties to unitholders and restricts the remedies available to unitholders for actions taken by our general
Ms.
Sarah W. Dunton
September 24, 2004
Page 4
partner
that might otherwise constitute breaches of fiduciary duty" and "Conflicts of Interest and Fiduciary Duties," respectively.
•Information
relating to "Management" is discussed beginning on page 118 of the Prospectus under the caption "Management."
•The
Partnership Agreement is summarized beginning on page 142 of the Prospectus under the caption "The Partnership Agreement."
•Information
relating to "Distributions and Allocations" is described beginning on pages 42 and 151 of the Prospectus under the captions "Cash Distribution Policy" and "The
Partnership Agreement—Liquidation and Distribution of Proceeds," respectively.
Cover Page
3.In
the first paragraph, please briefly disclose the limitations on your ability to pay the distributions of available cash to common unit holders. For example, it appears you are
required to establish cash reserves and pay fees and expenses, including payments to your general partner, before you will have sufficient cash from operations to pay the distributions to the unit
holders.
Response:
The Partnership has added the requested disclosure to the cover page of the Prospectus.
4.Please
remove the identification of "Joint Book-Running Managers" and "Co-Lead Manager" on the prospectus cover page. This information is not required under
Item 501 of Regulation S-K and is not material to an investment decision.
Response:
The Partnership has retained the identification of the "Joint Book-Running Managers" and
"Co-Lead Manager" on the Prospectus cover page. Citigroup Global Markets Inc. has advised the Partnership that many underwriters follow this convention in the case of offerings that
feature joint book-running managers and/or co-lead managers. In addition, Citigroup Global Markets Inc. had advised the Partnership that the identity of the joint
book-running managers may be important to potential investors. For example, an investor with multiple brokerage accounts may prefer to place an order through an account with a
book-running manager if it has an account with one of such managers.
5.Please
confirm that you will include an estimate of the range of the maximum offering price and the maximum number of common units to be sold in any preliminary prospectus you
circulate. See Instruction 1. (A) to paragraph 501(b)(3).
Ms.
Sarah W. Dunton
September 24, 2004
Page 5
Response:
The Partnership confirms that an estimate of the range of the offering price will be included in the first paragraph
of the cover page of the preliminary prospectus. The Partnership also notes that the proposed offering is a firm commitment underwritten offering for a fixed number of shares at a fixed price, rather
than a minimum/maximum offering. As noted in the Prospectus, the Partnership intends to offer 6,000,000 common units in a firm commitment underwriting, and is providing an over-allotment
option of 897,458 common units.
Inside Front Cover
6.Please
provide us with the artwork you intend to use. The inside front cover artwork should be clear illustrations of your product or business with concise language describing the
illustrations. Artwork that does not convey the business purpose and language that strays beyond a limited scope will not be appropriate inside the front cover. Please refer to Section VIII of
the Division of Corporation Finance March 31, 2001 Current Issues and Rulemaking Projects Quarterly Update available at www.sec.gov.
Response:
The Partnership will provide the artwork to the Staff when it is available. The Partnership supplementally advises
the Staff that the artwork it intends to use consists of a picture of one of its integrated tug barge units, a picture of one of its parcel tankers and a diagram of the articulated tug barge that is
being constructed for the Partnership. The captions would merely identify the vessels shown.
7.Please
move the dealer prospectus delivery requirement to appear on the back cover page. Refer to Item 502(b) of Regulation S-K.
Response:
The Partnership has not moved the paragraph regarding the dealer prospectus delivery requirements from its present
location. Citigroup Global Markets Inc. has advised the Partnership that it and many other underwriters have been following this convention since the adoption of the plain English rules.
8.Please
move the Industry Data and other unnecessary information to appear after the summary and risk factors sections, or incorporate it within the summary.
Response:
The Partnership has complied with this comment by moving the Industry Data and other information to pages 178-179 of
the Prospectus under the caption "Industry Data" and including a cross-reference in the introduction to the Prospectus Summary on page 1 of the Prospectus.
Ms.
Sarah W. Dunton
September 24, 2004
Page 6
Prospectus Summary
U.S. Shipping Partners, L.P., page 1
9.Please
provide more information about the background of the company, such as in what year it began operating, how successful the company is as compared to other competitors in the
domestic long-haul marine transportation industry for petroleum products, and some indication as to the financial performance of the company in recent periods.
Response:
The Partnership has added the requested disclosure about the year in which it began operating to the beginning of the
third paragraph on page 1 of the Prospectus. The Partnership notes that the sixth paragraph of the summary description of the Partnership on page 2 of the Prospectus contains information on the
Partnership's recent financial performance. The Partnership has not included a discussion of a comparison of the Partnership's success relative to its other competitors in the domestic
long-haul marine transportation industry, as the Partnership does not have access to reliable publicly available information that would enable the Partnership to include a meaningful
discussion of that comparison.
Use of Proceeds, page 8
10.Please
specify the purpose for the payment of $3.6 million to United States Shipping Master LLC. Revise the Use of Proceeds section accordingly.
Response:
The Partnership has added the requested disclosure to pages 8 and 39 of the Prospectus.
Cash Distributions, page 8
11.It
appears that you will make payments to the general partner as part of your routine fees and expenses, before you make any distributions to the unit holders. Please clarify and
revise to disclose what percentage of the fees, or what amount, you pay to the general partner before making any distributions, of which the general partner will get an additional two percent.
Response:
The Partnership advises the Staff that the only payments that the Partnership will make to the General Partner (other
than distributions in respect of the general partner's incentive distribution rights and 2% general partner interest) are payments to reimburse the general partner for its expenses incurred on the
Partnership's behalf. We have added language on page 8 of the Prospectus to clarify that the payments to the general partner are for reimbursement of expenses. The payments to the general partner are
also discussed on pages 6 and 126 of the Prospectus.
Ms.
Sarah W. Dunton
September 24, 2004
Page 7
Non-GAAP Financial Measures, page 15
12.Although
we note that you principally use net voyage revenue, rather than voyage revenue, when comparing performance in different periods, it appears that your presentation of net
voyage revenue may not comply with FR-65. In this regard, Item 10 of Regulation S-K prohibits the adjustment of a performance measure for an item that is reasonably
likely to recur within two years. Since you have incurred voyage expenses in every period, it appears they are likely to recur in the future. Also, based on your disclosure on page 68, it appears that
net utilization and time charter equivalents are your two principal measures of performance. Pursuant to FR-65, operating measures are excluded from the definition of non-GAAP
measures. Therefore, we suggest you restrict your discussion of net voyage revenue to explaining its use in the calculation of average daily time charter equivalents, without disclosing the aggregate
dollar amount of net voyage revenue. If you believe your presentation of the aggregate dollar amoun