SEC Company Response from Eagle Bulk Shipping Inc. (CIK 0001322439) — Nov 1, 2022
Eagle Bulk Shipping Inc. (CIK 0001322439)
Date: Nov. 1, 2022 · CIK: 0001322439 · Accession: 0001628280-22-027615
AI Filing Summary & Sentiment
File numbers found in text: 001-33831
Referenced dates: October 19, 2022
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CORRESP 1 filename1.htm Document Eagle Bulk Shipping Inc. November 1, 2022 VIA EDGAR United States Securities and Exchange Commission The Division of Corporation Finance Office of Energy & Transportation 100 F Street, N.E. Washington, D.C. 20549-3561 Attn: Yolanda Guobadia Robert Babula Re: Eagle Bulk Shipping Inc. Form 10-K For Fiscal Year Ended December 31, 2021 Filed March 14, 2022 File No. 001-33831 Dear Ms. Guobadia and Mr. Babula, Eagle Bulk Shipping Inc. (the “Company”, “we”, “us” or “our”) hereby provides its response to the comment letter of the staff of the Securities and Exchange Commission (the “SEC”) dated October 19, 2022 with respect to our Form 10-K for the fiscal year ended December 31, 2021 (the “2021 Form 10-K”). For ease of reference, we have repeated the Staff’s comments below followed by our responses. Capitalized terms used but not defined herein have the meanings specific in the 2021 Form 10-K. Form 10-K for Fiscal Year Ended December 31, 2021 Results of Operations for Years Ended December 31, 2021 and 2020, page 78 1.We note your presentation of the non-GAAP measure net charter hire income. If this measure is intended to be presented as a measure of gross profit, tell us how you considered reconciling this non-GAAP measure to the most directly comparable GAAP measure, i.e., gross margin that includes depreciation and amortization. See Item 10(e)(1)(i)(B) of Regulation S-K. The Company acknowledges the Staff’s comment and notes that the Company has historically intended net charter hire income to be presented as a measure of revenue and has, accordingly, reconciled this measure to revenues, net, which it considers the most directly comparable GAAP measure. However, we acknowledge, based upon the Staff’s comment, that net charter hire income could be viewed by some investors as a profitability-based measure rather than a measure of revenue, as we intend. In light of the foregoing, the Company undertakes in future filings to remove the term “net charter hire income” and, instead, provide a tabular presentation of time charter equivalent (“TCE”) along with a reconciliation to revenues, net, the most directly comparable GAAP measure. Additional context as to the Company’s considerations in making this determination are set forth below. 300 First Stamford Place, 5th Floor, Stamford, Connecticut 06902, tel. (203) 276-8100/eagleships.com United States Securities and Exchange Commission November 1, 2022 Page 2 The Company earns revenues through contracts with customers under agreements that are generally described as time charters and voyage charters. In a time charter contract, consideration is received for the use of a vessel for an agreed period of time, at an agreed hire rate per day. In a voyage charter contract, consideration is received for the use of a vessel between designated ports for the duration of the voyage only, at an agreed upon rate per volume of cargo carried. In a time charter contract, the customer (also known as the charterer) is responsible to pay for fuel consumed and port expenses incurred during the agreed period of time. In a voyage charter contract, the Company is responsible for maintaining the voyage, including vessel scheduling and routing, as well as any related voyage expenses, such as fuel, port and other expenses. Because of the different nature of these two types of arrangements, the amount of revenues earned by the Company can differ significantly between them. For example, a time charter contract for 30 days and a voyage charter contract between two ports that is estimated to have a duration of 30 days may have two different market prices and may result in two different amounts of revenue that would be recognized by the Company. Therefore, the Company has historically presented net charter hire income as a measure that is intended to enable the comparison of the Company’s revenues earned from time charters and voyage charters across reporting periods, as the mix of these two charter types between reporting periods impacts the amount of revenues presented in revenues, net on the Consolidated Statements of Operations. In addition to net charter hire income, TCE is a non-GAAP financial measure that is commonly used in the shipping industry primarily to compare daily earnings generated by vessels on time charters with daily earnings generated by vessels on voyage charters, 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 and charter hire expenses, adjusted for realized gains/(losses) on forward freight agreements (“FFAs”) and bunker swaps divided by the number of owned available days. Owned available days is the number of our ownership days less the aggregate number of days that our vessels are off-hire due to vessel familiarization upon acquisition, repairs, vessel upgrades or special surveys. The shipping industry uses available days to measure the number of days in a period during which vessels should be capable of generating revenues. 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 financial performance. The Company currently presents TCE in our quarterly earnings release materials. Although the Company has historically presented net charter hire income as a measure to enable the comparison of the Company’s revenues earned from time charters and voyage charters across reporting periods, we acknowledge, based upon the Staff’s comment, that net charter hire income could be viewed by some investors as a profitability-based measure. At the same time, we believe TCE provides important supplemental information to investors that can be used to evaluate the Company’s revenues. In light of the foregoing, the Company undertakes in future filings to (i) remove the term “net charter hire income” and (ii) provide a tabular presentation of TCE along with a reconciliation to revenues, net, the most directly comparable GAAP measure. To illustrate the Company’s intention with respect to such disclosure in future filings, we have provided below the relevant portions of the 2021 Form 10-K, revised to include such discussion (with underlined and strikethrough text indicating additions and deletions, respectively). United States Securities and Exchange Commission November 1, 2022 Page 3 Time Charter and Voyage Revenue TCE (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 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 in discrete geographical areas. The number of vessels is affected by newbuilding deliveries and by the removal of existing vessels from service, principally due to scrapping. The mix of charters between voyage charters and 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 net charter hire income time charter equivalent (“TCE”), which is a non-GAAP measure. Net charter hire income comprises revenue from vessels operating on time charters, and voyage revenue less voyage expenses from vessels operating on voyage charters in the spot market and charter hire expenses. Net charter hire income serves as a measure of analyzing fluctuations between financial periods a method of equating revenue generated from a voyage charter to time charter revenue. TCE is a non-GAAP financial measure that is commonly used in the shipping industry primarily to compare daily earnings generated by vessels on time charters with daily earnings generated by vessels on voyage charters, 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 and charter hire expenses, adjusted for realized gains/(losses) on FFAs and bunker swaps, the subtotal of which is divided by the number of owned available days. Owned available days is the number of our ownership days less the aggregate number of days that our vessels are off-hire due to vessel familiarization upon acquisition, repairs, vessel upgrades or special surveys. The shipping industry uses available days to measure the number of days in a period during which vessels should be capable of generating revenues. 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 calculation of TCE may not be comparable to that reported by other companies. The Company calculates relative performance by comparing TCE against the Baltic Supramax Index (“BSI”) adjusted for commissions and fleet makeup. The following table represents the reconciliation of Net charter hire income, TCE, a non-GAAP measure, from revenues, net as recorded in the accompanying Consolidated Statements of Operations for the years ended December 31, 2021 and 2020. United States Securities and Exchange Commission November 1, 2022 Page 4 For the Years Ended December 31, 2021 2020 Revenues, net $ 594,537,654 $ 275,133,547 Less: Voyage expenses (104,643,078) (89,548,796) Charter hire expenses (37,101,692) (21,280,224) Net charter hire income 452,792,886 164,304,527 Reversal of one legacy time charter (a) (854,156) 448,347 Realized (loss)/gain on FFAs and bunker swaps (38,176,716) 4,525,897 $ 384,523,000 $ 296,120,000 Owned available days 17,207 17,433 TCE $ 24,046 $ 9,710 % of net charter hire income from Time charters 61% 52% Voyage charters 39% 48% (a)Represents revenues, net of voyage and charter hire expenses associated with a 2014 charter-in vessel that is not representative of the Company’s current performance. 2.We note that you list multiple factors that contribute to changes in your results. For example, you disclose several factors contributing to the increase in voyage expense. Revise your disclosure to quantify each material factor that contributes to a change in your revenues or expenses. Refer to Item 303(b) of Regulation S-K. The Company acknowledges the Staff’s comment and undertakes in future filings to include additional information to quantify material factors that contribute to a change in our revenues or expenses. To illustrate the Company’s intention with respect to such disclosure, we have provided below the relevant portions of the 2021 Form 10-K, revised to include such additional information (with underlined and strikethrough text indicating additions and deletions, respectively): Voyage expenses To the extent that we employ our vessels on voyage charters, we incur expenses that include but are not limited to bunkers, port charges and canal tolls, as these expenses are borne by the vessel owner on voyage charters. Bunkers, port charges, and canal toll expenses primarily increase in periods during which more vessels are employed on voyage charters. Voyage expenses for the year ended December 31, 2021 were $104.6 million, compared with $89.5 million for the year ended December 31, 2020. Voyage expenses have primarily increased primarily due to an increase in bunker consumption expense of $8.0 million, which was driven by an increase in bunker fuel prices, an increase in broker commission expense of $4.6 million, which was driven by an increase in related revenues, and an increase in port expenses of $2.0 million, which was driven by an increase in the number of voyage days. United States Securities and Exchange Commission November 1, 2022 Page 5 3.Please discuss and analyze material changes to your balance sheet, and discuss material events and uncertainties that may impact your future financial condition. Refer to Item 303(a) of Regulation S-K. The Company acknowledges the Staff’s comment and advises the Staff that in connection with its preparation of Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) in accordance with Item 303(a) and (b) of Regulation S-K, and the Staff’s interpretive guidance regarding the presentation of MD&A, the Company’s management analyzes material changes to its balance sheet and identifies material events and uncertainties that may impact the Company’s future financial condition. In the Company’s 2021 Form 10-K, management included substantive discussions related to material changes to the Company’s balance sheet and material events and uncertainties that may impact the Company’s future financial condition in the following sections and subsections within MD&A: “Critical Accounting Policies and Estimates,” “Financing,” “Selected Financial Data,” “Liquidity and Capital Resources,” “Contractual Obligations,” and “Other Contingencies.” These sections include material information regarding, among other items, the impact of the Company’s vessels and capital improvements on its vessels, including its ballast water treatment systems, long-term borrowings and their impact on the Company’s balance sheet, including material debt financing transactions, hedging instruments, deferred drydocking costs and future obligations and uncertainties resulting from events and actions taken. The Company’s management recognizes that a concise summation of this information may be helpful to investors and will, in future filings, provide additional discussion in MD&A to summarize any material changes to the Company’s balance sheet, along with any material events and uncertainties that may impact the Company’s future financial condition, as applicable. To illustrate the Company’s intention with respect to such disclosure, we have provided the following disclosure as an example of the presentation and discussion that we propose to include in future filings, using the information from our 2021 Form 10-K: December 31, Consolidated Balance Sheet Data 2021 2020 Cash and cash equivalents and restricted cash - current $ 86,146,552 $ 88,773,771 Current assets (excluding cash and cash equivalents and restricted cash - current) $ 69,886,264 $ 29,491,009 Total current liabilities (excluding current portion of long-term debt) $ 73,800,683 $ 43,196,626 Current portion of long-term debt $ 49,800,000 $ 39,244,297 Long-term debt $ 330,243,604 $ 412,931,021 Cash and cash equivalents and restricted cash - current was $86.1 million as of December 31, 2021 compared with $88.8 million as of December 31, 2020. The $2.6 million decrease during the year ended December 31, 2021 was primarily driven by proceeds from the Global Ultraco Debt Facility of $300.0 million, net income of $184.9 million and proceeds from the issuance of shares under ATM Offering, net of commissions of $27.1 million, partially offset by repayment of Norwegian Bond Debt of $184.4 million a