e10vq
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
(Mark One)
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þ
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) |
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OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the quarterly period ended September 30, 2006 |
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OR |
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) |
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OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the transition period from to |
Commission file number 000-51412
Quintana Maritime Limited
(Exact name of registrant as specified in its charter)
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Republic of the Marshall Islands
(State or other jurisdiction of
incorporation or organization)
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98-0453513
(I.R.S. Employer Identification No.) |
c/o Quintana Management LLC
Attention: Stamatis Molaris
Pandoras 13 & Kyprou Street
166 74 Glyfada
Greece
(address of principal executive offices)
011-30-210-898-6820
(Registrants telephone number, including area code)
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.
Yes þ No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated
filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated
filer in Rule 12b-2 of the Exchange Act.
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Large Accelerated Filer o
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Accelerated Filer
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Non-accelerated Filer o
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of
the Exchange Act). Yes o
No þ
The number of shares of the Companys common stock, $0.01 par value, outstanding at October
31, 2006 was 50,166,690.
TABLE OF CONTENTS
FORM 10-Q
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PART I. FINANCIAL INFORMATION |
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3 |
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Item 1. Financial Statements |
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3 |
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Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations |
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16 |
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Item 3.
Quantitative and Qualitative Disclosures about Market Risks |
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26 |
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Item 4. Controls and Procedures |
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27 |
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PART II. OTHER INFORMATION |
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28 |
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Item 1. Legal Proceedings |
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28 |
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Item 1A.
Risk Factors |
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28 |
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Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds |
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32 |
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Item 4.
Submission of Matters for a Vote of Security Holders |
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32 |
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Item 6. Exhibits |
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32 |
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SIGNATURES |
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34 |
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CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER |
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36 |
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Quintana Maritime Limited
Unaudited Consolidated Balance Sheets
(All amounts expressed in U.S. Dollars)
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September 30, 2006 |
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December 31, 2005 |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
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$ |
14,814,725 |
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$ |
4,258,809 |
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Inventories |
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1,312,038 |
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378,488 |
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Due from charterers, net |
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2,535,067 |
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1,244,123 |
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Other receivables |
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792,578 |
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479,735 |
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Prepaid expenses and other current assets |
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976,899 |
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866,562 |
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Total current assets |
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20,431,307 |
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7,227,717 |
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Property and equipment: |
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Vessels, net of accumulated depreciation of
$30,361,202 and $11,309,344 |
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825,569,976 |
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446,474,869 |
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Advances for acquisition of vessels |
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34,000,000 |
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Other fixed assets, net of accumulated
depreciation of $204,030 and $58,739 |
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421,682 |
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384,247 |
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Total property and equipment |
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859,991,658 |
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446,859,116 |
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Deferred financing costs, net of accumulated
amortization of $2,135,859 and $63,194 |
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4,670,682 |
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1,959,041 |
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Deferred time charter premium, net of
accumulated amortization of $2,023,149 and $439,815 |
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7,476,851 |
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9,060,185 |
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Deferred dry docking costs, net of accumulated
amortization of $682,736 and $279,865 |
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1,575,722 |
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919,556 |
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Total assets |
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$ |
894,146,220 |
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$ |
466,025,615 |
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LIABILITIES AND SHAREHOLDERS EQUITY |
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Current liabilities: |
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Accounts payable |
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$ |
2,991,367 |
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$ |
1,473,592 |
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Sundry liabilities and accruals |
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2,407,179 |
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3,412,759 |
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Deferred income |
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2,815,951 |
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1,715,910 |
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Current portion of long term loan |
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45,250,000 |
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Total current liabilities |
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53,464,497 |
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6,602,261 |
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Long-term debt |
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414,250,000 |
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210,000,000 |
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Unrealized swap loss |
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11,891,970 |
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Total liabilities |
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$ |
479,606,467 |
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$ |
216,602,261 |
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Shareholders equity: |
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Common stock at $0.01 par value 100,000,000
shares authorized, 49,713,354 and 23,846,742
shares issued and outstanding |
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497,134 |
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238,468 |
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Additional paid-in capital |
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440,125,224 |
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254,732,530 |
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Deferred stock-based compensation |
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(5,946,513 |
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(5,187,200 |
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Accumulated deficit |
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(20,136,092 |
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(360,444 |
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Total shareholders equity |
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414,539,753 |
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249,423,354 |
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Total liabilities and shareholders equity |
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$ |
894,146,220 |
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$ |
466,025,615 |
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The accompanying notes are an integral part of these consolidated financial statements.
Quintana Maritime Limited
Unaudited Consolidated Income Statements
(All amounts expressed in U.S. Dollars)
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Three Months Ended September 30, |
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Nine Months |
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Period From |
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Ended |
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January 13, 2005 to |
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2006 |
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2005 |
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September 30, 2006 |
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September 30, 2005 |
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Revenues: |
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Time charter voyage revenue |
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$ |
24,965,412 |
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$ |
13,542,694 |
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$ |
64,857,444 |
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$ |
20,805,604 |
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Revenue from charter operation |
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1,243,325 |
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4,473,668 |
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Commissions |
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(1,175,269 |
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(549,492 |
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(3,014,781 |
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(834,861 |
) |
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Net revenue |
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25,033,468 |
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12,993,202 |
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66,316,331 |
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19,970,743 |
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Expenses: |
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Vessel operating expenses |
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4,056,716 |
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2,809,950 |
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11,379,790 |
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4,213,290 |
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Voyage expenses |
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1,447,802 |
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4,068,427 |
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General and administrative
expenses (including restricted
stock amortization of $597,873,
$315,130, $1,626,316, and
$315,130) |
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2,705,715 |
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1,555,332 |
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7,197,379 |
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2,704,246 |
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Depreciation and amortization |
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7,411,731 |
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4,030,574 |
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19,600,020 |
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5,928,926 |
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Total expenses |
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15,621,964 |
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8,395,856 |
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42,245,616 |
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12,846,462 |
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Operating income |
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9,411,504 |
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4,597,346 |
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24,070,715 |
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7,124,281 |
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Other (expenses) / income: |
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Interest expense |
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(3,385,659 |
) |
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(1,281,405 |
) |
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(8,349,992 |
) |
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(2,903,044 |
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Interest income |
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440,951 |
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132,702 |
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570,163 |
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159,970 |
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Finance costs |
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(1,946,275 |
) |
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(3,266,090 |
) |
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(2,072,665 |
) |
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(3,586,453 |
) |
Unrealized swap loss. |
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(11,891,970 |
) |
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(11,891,970 |
) |
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Foreign exchange losses and
other, net |
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(217,284 |
) |
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21,172 |
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(372,969 |
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(3,700 |
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Total other expenses |
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(17,000,237 |
) |
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(4,393,621 |
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(22,117,433 |
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(6,333,227 |
) |
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Net (loss) / income |
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$ |
(7,588,733 |
) |
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$ |
203,725 |
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$ |
1,953,282 |
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$ |
791,054 |
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(Loss) / earnings per common share: |
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Basic |
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$ |
(0.20 |
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$ |
0.01 |
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$ |
0.07 |
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$ |
0.07 |
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Diluted |
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$ |
(0.19 |
) |
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$ |
0.01 |
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$ |
0.07 |
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$ |
0.07 |
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Weighted average shares outstanding: |
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Basic |
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37,569,368 |
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19,517,470 |
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28,153,771 |
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10,971,653 |
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Diluted |
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38,922,043 |
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19,627,598 |
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28,928,204 |
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11,010,472 |
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The accompanying notes are an integral part of these consolidated financial statements.
4
Quintana Maritime Limited
Unaudited Consolidated Statements of Cash Flows
(All amounts expressed in U.S. Dollars)
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Period from |
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Nine Months Ended |
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January 13, 2005 to |
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September 30, 2006 |
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September 30, 2005 |
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Cash flows from operating activities: |
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Net income |
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$ |
1,953,282 |
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$ |
791,054 |
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Adjustments to reconcile net income to net cash from operating
activities: |
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Depreciation and amortization |
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19,600,020 |
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5,928,926 |
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Amortization of deferred finance costs |
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2,072,665 |
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3,586,453 |
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Amortization of time charter fair value |
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1,583,334 |
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Stock-based compensation |
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1,626,316 |
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Unrealized swap loss |
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11,891,970 |
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Changes in assets and liabilities: |
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Increase in inventories |
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(933,550 |
) |
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(265,527 |
) |
Increase in due from charterers, net |
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(1,290,944 |
) |
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(83,551 |
) |
Increase in other receivables |
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(312,843 |
) |
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(348,827 |
) |
Increase in prepaid expenses and other current assets |
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(110,337 |
) |
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(1,025,813 |
) |
Increase in accounts payable |
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1,517,775 |
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|
723,213 |
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(Decrease) / Increase in sundry liabilities and accruals |
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(1,005,580 |
) |
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1,068,533 |
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Increase in deferred income |
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|
1,100,041 |
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1,104,072 |
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Deferred dry-dock costs incurred |
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(1,059,037 |
) |
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(1,204,328 |
) |
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Net cash from operating activities |
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$ |
36,633,112 |
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$ |
10,274,205 |
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Cash flows from investing activities: |
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Vessel acquisitions |
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(398,146,965 |
) |
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(330,623,650 |
) |
Advances for vessel acquisitions |
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(34,000,000 |
) |
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(13,680,000 |
) |
Purchases of property, plant and equipment |
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(182,726 |
) |
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(256,261 |
) |
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Net cash used in investing activities |
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$ |
(432,329,691 |
) |
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$ |
(344,559,911 |
) |
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Cash flows from financing activities: |
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Proceeds from long-term debt |
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459,500,000 |
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|
411,621,351 |
|
Repayment of debt |
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(210,000,000 |
) |
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(311,071,351 |
) |
Payment of financing costs |
|
|
(4,784,306 |
) |
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|
(5,097,296 |
) |
Proceeds from preferred stock issuance |
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|
190,937,657 |
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Issuance cost of preferred stock offering |
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|
(7,671,926 |
) |
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Proceeds from initial public offering |
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|
182,771,956 |
|
Issuance costs of initial public offering |
|
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|
(2,179,655 |
) |
Paid-in capital and common stock |
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|
68,664,437 |
|
Dividends paid |
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|
(21,728,930 |
) |
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|
(1,177,731 |
) |
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Net cash from financing activities |
|
$ |
406,252,495 |
|
|
$ |
343,531,711 |
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|
Net increase in cash and cash equivalents |
|
|
10,555,916 |
|
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|
9,246,005 |
|
Cash and cash equivalents at beginning of period |
|
|
4,258,809 |
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|
Cash and cash equivalents at end of the period |
|
$ |
14,814,725 |
|
|
$ |
9,246,005 |
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|
Supplemental disclosure of cash flow information: |
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Cash paid during the period for interest |
|
$ |
10,797,448 |
|
|
$ |
2,093,044 |
|
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|
|
|
|
|
|
Non-cash investing and financing activities: |
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|
|
|
|
|
|
Conversion of 12% Mandatorily Convertible Preferred Stock |
|
$ |
190,937,657 |
|
|
|
|
|
|
|
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|
|
The accompanying notes are an integral part of these consolidated financial statements.
5
Quintana Maritime Limited
Notes to the consolidated financial statements
(Unaudited)
(All amounts expressed in U.S. Dollars)
1. |
|
Basis of Presentation and General Information |
The Company
The accompanying unaudited consolidated financial statements include the accounts of Quintana
Maritime Limited and its wholly owned subsidiaries (collectively, the Company). The Company is
engaged in marine transportation of dry-bulk cargoes through the ownership and operation of
dry-bulk vessels.
The Company is a holding company incorporated on January 13, 2005, under the Laws of the
Republic of the Marshall Islands. The Company was formed by affiliates of each of Corbin J.
Robertson Jr., First Reserve Corporation (FRC) and American Metals & Coal International, Inc.
(AMCI). On July 20, 2005, the Company completed its initial public offering.
The Companys vessels are primarily available for charter on a time-charter basis. A time
charter involves placing a vessel at the charterers disposal for a set period of time during which
the charterer may use the vessel in return for the payment by the charterer of a specified daily or
monthly hire rate. In time charters, operating costswhich include crewing costs, repairs and
maintenance, stores, and lubricantsare typically paid by the owner of the vessel and specified
voyage costs such as fuel, canal and port charges are paid by the charterer.
The Company is the sole owner of all of the outstanding shares of the following subsidiaries,
each of which was formed in the Marshall Islands for the purpose of owning a vessel in the
Companys fleet. The table includes subsidiaries formed to own vessels that the Company has agreed
to purchase. For those subsidiaries that had not been delivered vessels as of September 30, 2006,
expected delivery dates for the vessels are given:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deadweight |
|
|
|
|
|
|
|
|
|
|
Tonnage |
|
|
|
|
|
|
|
|
|
|
(in metric |
|
Delivery |
|
|
Company |
|
Vessel |
|
Agreement Date |
|
tons) |
|
Built |
|
Date |
Fearless Shipco LLC
|
|
Fearless I
|
|
February 18, 2005
|
|
|
73,427 |
|
|
|
1997 |
|
|
April 11,2005 |
King Coal Shipco LLC
|
|
King Coal
|
|
February 25, 2005
|
|
|
72,873 |
|
|
|
1997 |
|
|
April 12,2005 |
Coal Glory Shipco LLC
|
|
Coal Glory
|
|
March 21, 2005
|
|
|
73,670 |
|
|
|
1995 |
|
|
April 13,2005 |
Coal Age Shipco LLC
|
|
Coal Age
|
|
March 15, 2005
|
|
|
72,861 |
|
|
|
1997 |
|
|
May 4, 2005 |
Iron Man Shipco LLC
|
|
Iron Man
|
|
March 15, 2005
|
|
|
72,861 |
|
|
|
1997 |
|
|
May 6, 2005 |
Barbara Shipco LLC
|
|
Barbara
|
|
March 24, 2005
|
|
|
73,390 |
|
|
|
1997 |
|
|
July 20, 2005 |
Coal Pride Shipco LLC
|
|
Coal Pride
|
|
March 29, 2005
|
|
|
72,600 |
|
|
|
1999 |
|
|
August 16, 2005 |
Linda Leah Shipco LLC
|
|
Linda Leah
|
|
March 24, 2005
|
|
|
73,390 |
|
|
|
1997 |
|
|
August 22, 2005 |
Iron Beauty Shipco LLC
|
|
Iron Beauty
|
|
September 2, 2005
|
|
|
165,500 |
|
|
|
2001 |
|
|
October 18, 2005 |
Kirmar Shipco LLC
|
|
Kirmar
|
|
September 2, 2005
|
|
|
165,500 |
|
|
|
2001 |
|
|
November 11, 2005 |
Iron Vassilis Shipco LLC
|
|
Iron Vassilis
|
|
May 3, 2006
|
|
|
82,000 |
|
|
|
2006 |
|
|
July 27, 2006 |
Iron Fuzeyya Shipco LLC
|
|
Iron Fuzeyya
|
|
May 3, 2006
|
|
|
82,229 |
|
|
|
2006 |
|
|
August 14, 2006 |
Iron Bradyn Shipco LLC
|
|
Iron Bradyn
|
|
May 3, 2006
|
|
|
82,769 |
|
|
|
2006 |
|
|
August 21, 2006 |
Grain Harvester Shipco LLC
|
|
Grain Harvester
|
|
May 3, 2006
|
|
|
76,417 |
|
|
|
2004 |
|
|
September 5, 2006 |
Santa Barbara Shipco LLC
|
|
Santa Barbara
|
|
May 3, 2006
|
|
|
82,266 |
|
|
|
2006 |
|
|
September 5, 2006 |
Iron Bill Shipco LLC
|
|
Iron Bill
|
|
May 3, 2006
|
|
|
82,000 |
|
|
|
2006 |
|
|
September 7, 2006 |
Ore Hansa Shipco LLC
|
|
Ore Hansa
|
|
May 3, 2006
|
|
|
82,229 |
|
|
|
2006 |
|
|
September 15, 2006 |
Iron Anne Shipco LLC
|
|
Iron Anne
|
|
May 3, 2006
|
|
|
82,000 |
|
|
|
2006 |
|
|
September 25, 2006 |
Iron Kalypso Shipco LLC
|
|
Iron Kalypso
|
|
May 3, 2006
|
|
|
82,204 |
|
|
|
2006 |
|
|
September 25, 2006 |
Grain Express Shipco LLC
|
|
Grain Express
|
|
May 3, 2006
|
|
|
76,466 |
|
|
|
2004 |
|
|
October 9, 2006 |
Iron Knight Shipco LLC
|
|
Iron Knight
|
|
May 3, 2006
|
|
|
76,429 |
|
|
|
2004 |
|
|
9/1/06 1/10/07* |
Coal Gypsy Shipco LLC
|
|
Coal Gypsy
|
|
May 3, 2006
|
|
|
82,300 |
|
|
|
** |
|
|
November 2006* |
Pascha Shipco LLC
|
|
Pascha
|
|
May 3, 2006
|
|
|
82,300 |
|
|
|
** |
|
|
December 2006* |
Coal Hunter Shipco LLC
|
|
Coal Hunter
|
|
May 3, 2006
|
|
|
82,300 |
|
|
|
** |
|
|
December 2006* |
Iron Lindrew Shipco LLC
|
|
Iron Lindrew
|
|
May 3, 2006
|
|
|
82,300 |
|
|
|
** |
|
|
January 2007* |
Iron Brooke Shipco LLC
|
|
Iron Brooke
|
|
May 3, 2006
|
|
|
82,300 |
|
|
|
** |
|
|
March 2007* |
Iron Manolis Shipco LLC
|
|
Iron Manolis
|
|
May 3, 2006
|
|
|
82,300 |
|
|
|
** |
|
|
May 2007* |
|
|
|
* |
|
Expected delivery dates |
|
** |
|
Under construction |
6
Quintana Maritime Limited
Notes to the consolidated financial statements
(Unaudited)
(All amounts expressed in U.S. Dollars)
1. |
|
Basis of Presentation and General InformationThe Company (continued) |
The operations of the vessels are managed by our wholly owned subsidiary, Quintana Management
LLC, which initially subcontracted the technical management of five vessels to Blossom Maritime
Corporation, a third-party technical management company. By October 2005, the Company had taken
over technical management of all its vessels.
In December 2005, the Company formed a wholly owned subsidiary, Quintana Logistics LLC, to
engage in chartering operations, including entry into contracts of affreightment. Under a contract
of affreightment, the Company would agree to ship a specified amount of cargo at a specified rate
per ton between designated ports over a particular period of time. Contracts of affreightment
generally do not specify particular vessels, so the Company would be permitted either to use a free
vessel that it owned or to charter in a third-party vessel.
2. |
|
Significant Accounting Policies |
Basis of presentation
The accompanying unaudited consolidated financial statements have been prepared in accordance
with accounting principles generally accepted in the United States of America (U.S. GAAP) for
interim financial information. Accordingly, they do not include all of the information and
footnotes required by U.S. GAAP for complete financial statements. In the opinion of the
management of the Company, all adjustments (consisting of normal recurring adjustments) necessary
for a fair presentation of financial position, operating results and cash flows have been included
in the statements. Interim results are not necessarily indicative of results that may be expected
for the year ended December 31, 2006. These financial statements should be read in conjunction
with the consolidated financial statements and footnotes thereto included in the Companys periodic
filings with the Securities and Exchange Commission (SEC), including those included in the
Companys Annual Report on Form 10-K for the year ended December 31, 2005. Please see Note 2 to our
consolidated financial statements included in our Form 10-K for the year ended December 31, 2005
for additional information regarding our significant accounting policies.
Income taxes
The Company is incorporated in the Marshall Islands. Under current Marshall Islands law, the
Company is not subject to tax on income or capital gains, and no Marshall Islands withholding tax
will be imposed on payments of dividends by the Company to its shareholders. In addition, as a
foreign corporation, the Company believes that its operating income will be exempt from United
States federal income taxation to the extent that the Companys vessels do not enter United States
ports.
Derivative Instruments
The Company designates its derivatives based upon the criteria established by SFAS No. 133,
which establishes accounting and reporting standards for derivative instruments, including certain
derivative instruments embedded in other contracts, and for hedging activities. SFAS 133, as
amended by Statement of Financial Accounting Standards No. 138, Accounting for Certain Derivative
Instruments and Certain Hedging Activities An amendment of SFAS 133, (SFAS 138) and Statement of
Financial Accounting Standards No. 149, Amendment of Statement 133 on Derivative Instruments and
Hedging Activities, (SFAS 149), requires that an entity recognize all derivatives as either assets
or liabilities in the statement of financial position and measure those instruments at fair value.
The accounting for the changes in the fair value of the derivative depends on the intended use of
the derivative and the resulting designation. For a derivative that does not qualify as a hedge,
the change in fair value is recognized at the end of each accounting period on the income
statement.
Earnings/(loss) per share
Earnings/(loss) per share has been calculated by dividing the net income/(loss) by the
weighted average number of common shares outstanding during the period. Diluted earnings/(loss)
per share reflects the potential dilution that
7
Quintana Maritime Limited
Notes to the consolidated financial statements
(Unaudited)
(All amounts expressed in U.S. Dollars)
could occur if securities or other contracts to issue common stock were exercised. The
following dilutive securities are included in shares outstanding for purposes of computing diluted
earnings per share:
2. |
|
Significant Accounting Policies Earnings (loss) per share (continued) |
|
|
|
Restricted stock outstanding under the Companys 2005 Stock Incentive Plan |
|
|
|
|
Common shares issuable upon exercise of the Companys outstanding warrants. |
The Company had no other dilutive securities for the periods indicated.
The Company calculates the number of shares outstanding for the calculation of basic earnings
per share and diluted earnings per share as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended |
|
|
|
|
|
|
|
|
|
September 30, |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months |
|
|
Period from |
|
|
|
|
|
|
|
|
|
|
|
Ended |
|
|
January 13, 2005 to |
|
|
|
|
|
|
|
|
|
|
|
September 30, |
|
|
September 30, |
|
|
|
2006 |
|
|
2005 |
|
|
2006 |
|
|
2005 |
|
Weighted average
common shares
outstanding, basic |
|
|
37,569,368 |
|
|
|
19,517,470 |
|
|
|
28,153,771 |
|
|
|
10,971,653 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average
restricted stock
awards |
|
|
752,493 |
|
|
|
110,128 |
|
|
|
622,956 |
|
|
|
38,819 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock
issuable upon
warrant exercise
(1) |
|
|
600,182 |
|
|
|
|
|
|
|
151,477 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
average common
shares outstanding,
diluted |
|
|
38,922,043 |
|
|
|
19,627,598 |
|
|
|
28,928,204 |
|
|
|
11,010,472 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
On May 11, 2006, the Company sold Units consisting of 12% Mandatorily Convertible Preferred
Stock and Class A Warrants in a private placement. 8,182,232 Warrants, with an exercise price of
$8.00 and an expiration date of May 11, 2009, were issued. As of September 30, 2006, all the
warrants were outstanding. |
On May 3, 2006, the Company entered into memoranda of agreement with affiliates of Metrobulk
Holding S.A., or Metrobulk, an unaffiliated third party, to purchase three Panamax drybulk carriers
and 14 Kamsarmax drybulk carriers for an aggregate cash purchase price of $735 million.
8
Quintana Maritime Limited
Notes to the consolidated financial statements
(Unaudited)
(All amounts expressed in U.S. Dollars)
3. |
|
Vessel Acquisitions (continued) |
During the three months ended September 30, 2006, the Company took delivery of the following
nine vessels from affiliates of Metrobulk:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deadweight |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tonnage |
|
|
|
|
|
|
|
Contract |
|
Adjustment to |
|
Adjusted |
|
|
(in metric |
|
|
|
|
|
Delivery |
|
Purchase |
|
Purchase |
|
Purchase |
Vessel |
|
tons) |
|
Built |
|
Date |
|
Price |
|
Price (1) |
|
Price |
Iron Vassilis
|
|
|
82,000 |
|
|
|
2006 |
|
|
July 27, 2006
|
|
$ |
43,300,000 |
|
|
|
|
|
|
$ |
43,300,000 |
|
Iron Fuzeyya
|
|
|
82,229 |
|
|
|
2006 |
|
|
August 14, 2006
|
|
|
45,200,000 |
|
|
|
|
|
|
|
45,200,000 |
|
Iron Bradyn
|
|
|
82,769 |
|
|
|
2005 |
|
|
August 21, 2006
|
|
|
45,900,000 |
|
|
|
|
|
|
|
45,900,000 |
|
Grain Harvester
|
|
|
76,417 |
|
|
|
2004 |
|
|
September 5, 2006
|
|
|
41,000,000 |
|
|
|
(41,163 |
) |
|
|
40,958,837 |
|
Santa Barbara
|
|
|
82,266 |
|
|
|
2006 |
|
|
September 5, 2006
|
|
|
43,600,000 |
|
|
|
(314,303 |
) |
|
|
43,285,697 |
|
Iron Bill
|
|
|
82,000 |
|
|
|
2006 |
|
|
September 7, 2006
|
|
|
43,600,000 |
|
|
|
(209,104 |
) |
|
|
43,390,896 |
|
Ore Hansa
|
|
|
82,229 |
|
|
|
2006 |
|
|
September 15, 2006
|
|
|
43,900,000 |
|
|
|
(381,048 |
) |
|
|
43,518,952 |
|
Iron Anne
|
|
|
82,000 |
|
|
|
2006 |
|
|
September 25, 2006
|
|
|
43,300,000 |
|
|
|
|
|
|
|
43,300,000 |
|
Iron Kalypso
|
|
|
82,204 |
|
|
|
2006 |
|
|
September 25, 2006
|
|
|
45,200,000 |
|
|
|
(181,875 |
) |
|
|
45,018,125 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
395,000,000 |
|
|
|
(1,127,493 |
) |
|
|
393,872,507 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less 10% deposit
|
|
|
(39,500,000 |
) |
|
|
|
|
|
|
(39,500,000 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
355,500,000 |
|
|
|
(1,127,493 |
) |
|
$ |
354,372,507 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Adjustments to purchase price reflect payments made by a Metrobulk affiliate to the Company
based on the contracted delivery dates. These adjustments represent refunds to Quintana, which are
accounted for as decreases in the respective purchase prices. |
The deferred charges shown in the accompanying consolidated balance sheet at September 30,
2006 are analyzed as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Time Charter |
|
|
|
Finance Costs |
|
|
Drydocking |
|
|
Fair Value |
|
|
|
(in thousands) |
|
June 30, 2006 |
|
$ |
1,898 |
|
|
$ |
806 |
|
|
$ |
8,005 |
|
Additions |
|
|
4,720 |
|
|
|
933 |
|
|
|
|
|
Write-off |
|
|
(1,833 |
) |
|
|
|
|
|
|
|
|
Amortization |
|
|
(114 |
) |
|
|
(163 |
) |
|
|
(528 |
) |
|
|
|
|
|
|
|
|
|
|
September 30, 2006 |
|
$ |
4,671 |
|
|
$ |
1,576 |
|
|
$ |
7,477 |
|
|
|
|
|
|
|
|
|
|
|
Iron Beauty was acquired with an accompanying time-charter agreement that was at an
above-market rate on the date of acquisition. The present value of the time charter in excess of
market rates was determined to be $9.5 million, and such amount was shown separately as a deferred
asset. This results in a daily rate of approximately $30,600 as recognized revenue. For cash flow
purposes, the company will continue to receive $36,500 per day less commissions.
9
Quintana Maritime Limited
Notes to the consolidated financial statements
(Unaudited)
(All amounts expressed in U.S. Dollars)
Accumulated deficit shown in the accompanying consolidated balance sheet as of September 30,
2006, is calculated as follows:
|
|
|
|
|
December 31, 2005 |
|
$ |
(360,444 |
) |
Common stock dividends paid March 2006 |
|
|
(5,007,816 |
) |
Common stock dividends paid May 2006 |
|
|
(5,071,130 |
) |
Common stock dividends paid August 2006 |
|
|
(10,440,721 |
) |
Preferred stock dividends paid August 2006 |
|
|
(1,209,263 |
) |
Net income for nine months ended September 30, 2006 |
|
|
1,953,282 |
|
|
|
|
|
September 30, 2006 |
|
$ |
(20,136,092 |
) |
|
|
|
|
The prepaid expenses shown in the accompanying consolidated balance sheet at September 30,
2006 and December 31, 2005 are analyzed as follows:
|
|
|
|
|
|
|
|
|
|
|
September 30, |
|
|
December 31, |
|
Description |
|
2006 |
|
|
2005 |
|
|
|
(in thousands) |
|
Prepaid insurance |
|
$ |
678 |
|
|
$ |
700 |
|
Other prepaid expenses and other
current assets |
|
|
299 |
|
|
|
167 |
|
|
|
|
|
|
|
|
Total |
|
$ |
977 |
|
|
$ |
867 |
|
|
|
|
|
|
|
|
7. |
|
Sundry Liabilities and Accruals |
The sundry liabilities and accruals shown in the accompanying consolidated balance sheet at
September 30, 2006 and December 31, 2005 are analyzed as follows:
|
|
|
|
|
|
|
|
|
|
|
September 30, |
|
|
December 31, |
|
Sundry Liabilities and Accruals |
|
2006 |
|
|
2005 |
|
|
|
(in thousands) |
|
Interest expense |
|
$ |
79 |
|
|
$ |
2,302 |
|
Office expenses |
|
|
800 |
|
|
|
93 |
|
Loan commitment fees |
|
|
439 |
|
|
|
62 |
|
Other sundry liabilities and accruals |
|
|
1,089 |
|
|
|
956 |
|
|
|
|
|
|
|
|
Total |
|
$ |
2,407 |
|
|
$ |
3,413 |
|
|
|
|
|
|
|
|
10
Quintana Maritime Limited
Notes to the consolidated financial statements
(Unaudited)
(All amounts expressed in U.S. Dollars)
New Revolving Credit Facility
On July 19, 2006, the Company entered into an 8.25 year, $735 million senior secured revolving
credit facility. The Companys obligations under the credit facility are secured by (i) first
priority cross-collateralized mortgages over the vessels; (ii) first priority assignment of all
insurances, operational accounts and earnings of the vessels; (iii) first priority pledges over the
operating accounts held with the agent, (iv) assignments of existing and future charters for the
vessels, and (v) assignments of interest rate swaps. Borrowings under the revolving credit facility
bear interest at the rate of LIBOR plus 0.85% per annum (until December 31, 2010) and LIBOR plus
1.10% per annum thereafter. The full amount borrowed under the revolving credit facility will mature on
September 30, 2014.
The Company pays a commitment fee of 0.45% per annum on the undrawn amount of commitments
under the credit facility. This fee is payable quarterly in arrears.
The loans do not amortize. Instead, the total available commitments reduce over time according
to the following schedule of thirty-two consecutive quarterly permanent commitment reductions with
the first such reduction occurring on the earlier of December 31, 2006 and the fiscal quarter
ending four months after the delivery of Hull 1375:
|
|
|
|
|
Reduction 1 (December 31, 2006) |
|
$ |
10,000,000 |
|
Reductions 2 to 5 (March 30, 2007 through December 31, 2007) |
|
$ |
11,750,000 |
|
Reductions 6 to 17 (March 30, 2008 through December 31, 2010) |
|
$ |
13,250,000 |
|
Reductions 18 to 32 (March 30, 2011 through September 30, 2014) |
|
$ |
15,000,000 |
|
Together with the last (32nd) reduction, there is a balloon reduction equal to the lesser of either
$294 million or the remaining commitments after the last reduction. The Company may prepay the
loans at any time in whole or part without penalty. If the outstanding amount of the loan exceeds
the maximum available amount following permanent commitment reduction, a mandatory prepayment is
required equal to such excess.
The Company subject to customary conditions precedent before the Company may borrow under the
facility, including that no event of default is ongoing or would result from the borrowing, that
the Companys representations and warranties are true and that no material adverse change has
occurred. The loan agreement also requires the Company to comply with the following financial
covenants:
|
|
|
maintenance of fair market value of ship collateral equal to at least 115% of the
outstanding loans (until December 31, 2010) and 125% of the outstanding loans thereafter; |
|
|
|
|
maintenance of an interest coverage ratio of not less than 2.0 to 1; |
|
|
|
|
maintenance of a leverage ratio (total debt to market adjusted total assets) of no greater than 0.75 to 1; |
|
|
|
|
maintenance of net worth, adjusted to reflect the fair market value of the vessels, of
at least $200,000,000; and |
|
|
|
|
maintenance of minimum liquidity (cash or time deposits plus available credit line) of
$550,000 per ship increasing to $741,000 per ship in 8 quarterly adjustments starting April
1, 2009. |
The facility contains customary restrictive covenants and events of default, including
nonpayment of principal or interest, breach of covenants or material inaccuracy of
representations, default under other material indebtedness, bankruptcy, and change of control.
The Company is not permitted to pay dividends if an event of default has occurred or would occur
as a result of such dividend payment.
11
Quintana Maritime Limited
Notes to the consolidated financial statements
(Unaudited)
(All amounts expressed in U.S. Dollars)
8. |
|
Long-Term Debt New Revolving Credit Facility (continued) |
The Company may use borrowings under the loan agreement to (i) partially finance the
acquisition cost of seventeen new vessels that the Company has contracted to acquire, (ii) finance
part of the acquisition cost of other additional vessels, which acquisitions are subject to
approval of the facility agent and the satisfaction of certain other conditions on the vessels, and
(iii) finance up to $20 million of working capital. In addition, the Company was permitted to draw
down under the facility to pay down the old revolving credit facility described below.
As of September 30, 2006, the Company was in compliance with all covenants under the facility,
and $459.5 million was outstanding under the facility at an average interest rate of 5.9525%.
Old Revolving Credit Facility
The Companys previous revolving credit facility, dated October 4, 2005, was a secured,
8-year, $250 million revolving credit facility. Indebtedness under the old revolving credit
facility bore interest at a rate equal to LIBOR + 0.975%. As of December 31, 2005, $210 million was
outstanding under the revolving credit facility at an average interest rate of 5.28%. On July 21,
2006, the Company repaid the outstanding principal amount of $90.0 million and terminated the
facility. In connection with the termination of the facility, the Company wrote off approximately
$1.8 million of deferred finance fees and related legal fees, which was a non-cash item.
9. |
|
Related Party Transactions |
Trade payables as of September 30, 2006 shown in the accompanying consolidated financial
statements include $72,408 related to expenses, including salaries of Company management, office
rent, and related expenses, paid for by Quintana Minerals Corporation, on behalf of the Company.
On October 31, 2005, the Company and Quintana Minerals Corporation entered into a service
agreement, whereby Quintana Minerals agreed to provide certain administrative services to the
Company at cost, and the Company agreed to reimburse Quintana Minerals for the expenses incurred by
Quintana Minerals in providing those services. Quintana Minerals Corporation is an affiliate of
Corbin J. Robertson, the Chairman of the Board of Directors of the Company and significant
shareholder in the Company.
Affiliates of Mr. Robertson, the Chairman of the Board of the Company, and First Reserve
Corporation, whose affiliate owns approximately 10.2% of our common stock, have the right in
certain circumstances to require us to register their shares of common stock in connection with a
public offering and sale. In addition, in connection with other registered offerings by us, affiliates of Mr. Robertson, First Reserve and certain other
stockholders will have the ability to exercise certain piggyback registration rights with respect
to their shares.
In the third quarter of 2006, Quintana Logistics carried cargoes shipped by an affiliate of
AMCI International, Inc., which generated revenues of approximately $1.2 million during the
quarter. In addition, Quintana Logistics paid or will pay a brokerage fee of 2.5%, or approximately
$63,000 to AMCI International, Inc. The Company believes that the freight charged to and the
brokerage commissions paid to the AMCI affiliates were representative of market rates. Hans J.
Mende, a director of the Company, is the President and controlling stockholder of AMCI
International, Inc.
12
Quintana Maritime Limited
Notes to the consolidated financial statements
(Unaudited)
(All amounts expressed in U.S. Dollars)
10. |
|
Commitments and Contingent Liabilities |
In February 2005, the Company entered into a three-year, non-cancellable operating lease for
its office space in Greece. In December 2005, the Company amended the lease to add additional
office space and shorten the term of the lease by one month. Rental expense for the three months
ended September 30, 2006 was $72,793. Future rental commitments are payable as follows as of
September 30, 2006:
|
|
|
|
|
|
|
Amount |
|
|
|
(in thousands) |
|
October 1, 2006 to September 30, 2007 |
|
$ |
219 |
|
October 1, 2007 to September 30, 2008 |
|
|
37 |
|
|
|
|
|
Total |
|
$ |
256 |
|
|
|
|
|
As described in Note 3 above, the Company has entered into agreements with unaffiliated
shipowning companies to purchase seventeen vessels. The Company took delivery of nine vessels in
the three months ended September 30, 2006 and one vessel in October 2006. The Company expects to
take delivery of the remaining vessels on the dates indicated in the table below. As of September
30, 2006, the unpaid balance of the purchase price for the following vessels was $306 million:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Delivery |
Company |
|
Vessel |
|
Purchase Price |
|
Date |
Grain Express Shipco LLC |
|
Grain Express |
|
$ |
39,600,000 |
|
|
October 9 2006 |
Iron Knight Shipco LLC |
|
Iron Knight |
|
|
41,400,000 |
|
|
9/1/06 -- 1/10/07* |
Coal Gypsy Shipco LLC |
|
Coal Gypsy |
|
|
43,300,000 |
|
|
November 2006* |
Pascha Shipco LLC |
|
Pascha |
|
|
43,300,000 |
|
|
December 2006* |
Coal Hunter Shipco LLC |
|
Coal Hunter |
|
|
43,100,000 |
|
|
December 2006* |
Iron Lindrew Shipco LLC |
|
Iron Lindrew |
|
|
43,200,000 |
|
|
January 2007* |
Iron Brooke Shipco LLC |
|
Iron Brooke |
|
|
43,100,000 |
|
|
March 2007* |
Iron Manolis Shipco LLC |
|
Iron Manolis |
|
|
43,000,000 |
|
|
May 2007* |
Total cost |
|
|
|
|
340,000,000 |
|
|
|
Less 10% deposit |
|
|
|
|
(34,000,000 |
) |
|
|
|
|
|
|
|
|
|
|
|
Total commitment |
|
|
|
$ |
306,000,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
Expected delivery dates |
The Company has not been involved in any legal proceedings which may have, or have had a
significant effect on its business, financial position, results of operations or liquidity, nor is
the Company aware of any proceedings that are pending or threatened which may have a significant
effect on its business, financial position, results of operations or liquidity. From time to time,
the Company may be subject to legal proceedings and claims in the ordinary course of business,
principally disputes with charterers, personal injury and property casualty claims. The Company
expects that these claims would be covered by insurance, subject to customary deductibles. Those
claims, even if lacking merit, could result in the expenditure of significant financial and
managerial resources.
Effective July 1, 2006, the Company entered into an interest-rate swap with Fortis Bank
(Nederland) N.V. (Fortis) on a variable notional amounts ranging from $295 million to
approximately $702 million, based on expected principal outstanding under the Companys new
revolving credit facility. Under the terms of the swap, the Company will make quarterly payments to
Fortis on the relevant notional amount at a fixed rate of 5.135%, and Fortis will make quarterly
floating-rate payments to the Company on the same notional amount. The swap transaction effectively
converts the Companys expected floating-rate interest obligation under its new revolving credit
facility to a fixed rate of 5.135%, exclusive of margin due to its lenders. Because the Companys
new revolving credit facility, which was put in place to finance the
Metrobulk acquisition, provides for variable-rate interest, management determined that an
interest-rate swap, in which the Company fixed the rate due its
lenders, would best protect the Company from increasing interest rates
in the future. The swap is effective from July 1, 2006 to December
31, 2010. In addition, Fortis has the option to enter into an additional swap with the Company
effective December 31, 2010 to June 30, 2014. Under the terms of the
13
Quintana Maritime Limited
Notes to the consolidated financial statements
(Unaudited)
(All amounts expressed in U.S. Dollars)
11. |
|
Hedging Transaction (continued) |
optional swap, the Company will make quarterly fixed-rate payments of 5.00% to Fortis on a notional
amount of $504 million, and Fortis will make quarterly floating-rate payments to the Company on the
same notional amount. During the quarter ended September 30, 2006, Fortis paid the Company
approximately $271,000.
Under SFAS 133, the Company marks to market the fair market value of the derivative at the end
of every period, which may result in significant fluctuations from period
to period, and reflects the resulting gain or loss as Unrealized swap loss (gain) on its
Statement of Operations as well as including that amount on its balance sheet. At September 30,
2006, the fair value amounted to a loss of $11,891,970, which resulted from the decrease in LIBOR,
to which the variable-rate portion of the swap is tied, during the period.
12. |
|
Special Meeting of Stockholders; Issuance of Common Stock Upon Conversion of Preferred Stock |
In May 2006, we completed a private placement of units, consisting of 12% Mandatorily
Convertible Preferred Stock and Class A Warrants, to institutional investors and certain other
accredited investors. Under the terms governing the equity issuance, we were required to hold a
special meeting to approve the conversion of the preferred stock as well as the issuance of common
stock upon the conversion of the preferred stock and the exercise of the warrants.
On August 11, 2006, the Company held a special meeting of stockholders in Calgary, Alberta,
Canada. At the meeting, the following unified proposal was approved by a majority of the
stockholders, voting in person or by proxy:
|
|
|
The conversion of the Companys 12% Mandatorily Convertible Preferred Stock into shares
of common stock; |
|
|
|
|
The exercisability of the 8,182,232 Class A Warrants to purchase shares of the Companys
common stock; and |
|
|
|
|
The issuance of shares of the Companys common stock upon conversion of the shares of
Preferred Stock and the exercise of the Warrants. |
Accordingly, at 5 p.m. Eastern time on August 11, 2006, all of the Companys outstanding
preferred stock was converted into common stock at a ratio of 12.5 shares of common stock per share
of preferred stock. As a result, 25,569,462 additional shares of common stock were issued on that
date. This issuance is shown as a non-cash transaction in the statements of cash flows. The Company
received proceeds of $ 190,937,657, net of issuance costs, from the issuance of the preferred
stock that was converted into the common stock. The Company did not receive any additional
proceeds as a result of the conversion.
On August 30, 2006, the Company paid a cash dividend of $0.21 per common share to common
shareholders of record on August 22, 2006, for a total payment of $10.4 million. In addition, the
Company declared a cash dividend of equivalent to the 12% coupon on the 12% Mandatorily Convertible
Preferred Stock with respect to the period from May 11 to May 30, 2006, or an aggregate preferred
dividend of $1.2 million.
The Company did not issue any common stock under its 2005 Stock Incentive Plan during the
three months ended September 30, 2006. As of September 30, 2006 there were 748,900 shares of
restricted stock outstanding. The vesting of the restricted stock is not conditioned on anything
other than the passage of time and the grantees continued employment or services with the Company.
The Companys 2005 Stock Incentive Plan provides for a maximum of 3,000,000 shares of common stock
to be issued under the plan. As of September 30, 2006, 2,139,750 shares remained available for
issuance under the plan.
14
Quintana Maritime Limited
Notes to the consolidated financial statements
(Unaudited)
(All amounts expressed in U.S. Dollars)
14. |
|
Stock Incentive Plan (continued) |
Outstanding Restricted Stock
Restricted stock outstanding as of September 30, 2006 includes the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
|
Average Fair |
|
|
|
Number of Shares |
|
|
Value Per Share |
|
Outstanding at June 30, 2006 |
|
|
753,250 |
|
|
$ |
9.48 |
|
Granted |
|
|
|
|
|
|
|
|
Vested |
|
|
|
|
|
|
|
|
Canceled or expired |
|
|
(4,350 |
) |
|
|
9.88 |
|
|
|
|
|
|
|
|
Outstanding at September 30, 2006 |
|
|
748,900 |
|
|
$ |
9.48 |
|
|
|
|
|
|
|
|
The total expense related to the restricted-stock awards is calculated by multiplying the
number of shares awarded by the average high and low sales price of the Companys common stock on
the grant date, which we consider to be its fair market value. The Company amortizes the expense
over the total vesting period of the awards on a straight-line basis.
Total compensation cost charged against income was $597,873 for the restricted stock for the
three-month period ended September 30, 2006 and $1,626,316 for the nine-month period ended
September 30, 2006. Total unamortized compensation cost relating to the restricted stock at
September 30, 2006 was $6.2 million. The total compensation cost related to unvested awards not yet
recognized is expected to be recognized over a weighted-average period of approximately 3 years.
15. |
|
Forward Currency Exchange Contracts |
The Company entered into the following forward currency exchange contracts in the course of and
subsequent to the period:
|
|
|
|
|
|
|
|
|
|
|
Contract Date |
|
Notional Amount () |
|
For Value |
|
Rate ($/) |
September 26, 2006
|
|
|
1,000,000 |
|
|
March 26, 2007
|
|
|
1.2800 |
|
September 29, 2006
|
|
|
1,000,000 |
|
|
December 29, 2006
|
|
|
1.2745 |
|
October 6, 2006
|
|
|
1,000,000 |
|
|
June 29, 2007
|
|
|
1.2795 |
|
October 10, 2006
|
|
|
1,000,000 |
|
|
September 28, 2007
|
|
|
1.2725 |
|
The Company entered into these contracts in order to mitigate foreign-exchange risk in connection
with potential fluctuations in the value of the Euro.
|
|
|
On October 2, 2006 the Company drew an additional $35.6 million from the new loan
facility for the delivery of Grain Express and took delivery of the vessel on October 9,
2006. |
|
|
|
|
As of October 31, 2006, 453,336 warrants had been exercised, resulting in proceeds of
approximately $3.6 million to the Company and a total of 50,166,690 shares outstanding. |
|
|
|
|
On November 2, 2006, the Company declared a cash dividend of $0.21 per common share. The
dividend will be payable on November 24, 2006 to shareholders of record on November 13, 2006. |
15
Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of financial condition and results of operations should
be read in conjunction with our historical consolidated financial statements and the notes thereto
included elsewhere in this filing as well as in conjunction with our Annual Report on Form 10-K for
the year ended December 31, 2005.
This discussion contains forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as
amended 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 managements current expectations
and observations with respect to future events and financial performance. Where we express an
expectation or belief as to future events or results, such expectation or belief is expressed in
good faith and believed to have a reasonable basis. However, our forward-looking statements are
subject to risks, uncertainties, and other factors, which could cause actual results to differ
materially from future results expressed, projected, or implied by those forward-looking
statements. The principal factors that affect our financial position, results of operations and
cash flows include, charter market rates, which have recently increased to historic highs, and
periods of charter hire, vessel operating expenses and voyage costs, which are incurred primarily
in U.S. dollars, depreciation expenses, which are a function of the cost of our vessels,
significant vessel improvement costs and our vessels estimated useful lives, and financing costs
related to our indebtedness. Our actual results may differ materially from those anticipated in
these forward looking statements as a result of certain factors which could include the following:
(1) changes in demand in the dry-bulk market, including changes in production of, or demand for,
commodities and bulk cargoes, generally or in particular regions; (2) greater than anticipated
levels of dry-bulk-vessel newbuilding orders or lower than anticipated rates of dry-bulk-vessel
scrapping; (3) changes in rules and regulations applicable to the dry-bulk industry, including
legislation adopted by international bodies or organizations such as the International Maritime
Organization and the European Union or by individual countries; (4) actions taken by regulatory
authorities; (5) changes in trading patterns significantly affecting overall dry-bulk tonnage
requirements; (6) changes in the typical seasonal variations in dry-bulk charter rates; (7) changes
in the cost of other modes of bulk commodity transportation; (8) changes in general domestic and
international political conditions; (9) changes in the condition of the Companys vessels or
applicable maintenance or regulatory standards (which may affect, among other things, our
anticipated drydocking costs); (10) and other factors listed from time to time in our filings with
the Securities and Exchange Commission, including our Annual Report on Form 10-K for the year ended
December 31, 2005 and our Registration Statement on Form S-1/S-3 originally filed with the
Securities and Exchange Commission on June 19, 2006. We disclaim any intent or obligation to update
publicly any forward-looking statements, whether as a result of new information, future events or
otherwise, except as may be required under applicable securities laws.
Executive Overview
General
We are an international provider of dry-bulk marine transportation services that was
incorporated in the Marshall Islands on January 13, 2005 and began operations in April 2005. Prior
to the completion of our initial public offering, we financed the acquisition of our fleet through
capital contributions by affiliates of each of Corbin J. Robertson, Jr., First Reserve Corporation
and American Metals & Coal International and through borrowings. In July 2005, we completed our
initial public offering and established our initial fleet of eight vessels. In October 2005, we
entered into agreements to purchase two Capesize vessels, which were delivered in the fourth
quarter of 2005.
In May 2006, we completed a private placement of equity to institutional investors and certain
other accredited investors. The sale of units, consisting of 12% Mandatorily Convertible Preferred
Stock and Class A Warrants, resulted in gross proceeds to Quintana of approximately $191 million.
The Companys founders, including affiliates of Corbin J. Robertson, Jr., First Reserve Corporation
and AMCI International Inc., and members of management invested an aggregate of $41.2 million in
the private placement, or approximately 22% of the total
16
gross proceeds to the Company. The proceeds of the offering were used to purchase the vessels
described below in Acquisitions as well as to refinance our old revolving credit facility.
In August 2006, we held a special meeting of stockholders to approve the conversion of each
share of preferred stock into 12.5 shares of common stock as well as the issuance of common stock
upon conversion of the preferred stock and upon exercise of the outstanding warrants. Our
stockholders approved this proposal and, as a result, all outstanding preferred stock was converted
into common stock effective August 11, 2006.
Acquisitions
In May 2006, we entered into memoranda of agreement with affiliates of Metrobulk Holding S.A.,
or Metrobulk, an unaffiliated third party, to purchase three Panamax drybulk carriers and 14
Kamsarmax drybulk carriers for an aggregate cash purchase price of $735 million (the
Acquisition). Kamsarmaxes are a Panamax sub-class that have more carrying capacity than typical
Panamax designs. These vessels, when delivered, will have an aggregate cargo-carrying capacity of
1,380,809 dwt. The first nine vessels were delivered as of September 30, 2006, and the remaining
eight vessels are expected to be delivered between November 2006 and May 2007. Assuming delivery of
these vessels to us on the currently anticipated schedule, our post-Acquisition fleet would have a
combined cargo-carrying capacity of 2,296,881 dwt and a dwt-weighted average age of 4.0 years in
May 2007.
All of the Metrobulk vessels are under time charter agreements with an affiliate of Bunge
Limited, or Bunge, a multinational agribusiness company. Sixteen of the vessels in the acquisition
fleet are or will become subject to one master time charter with Bunge expiring at the end of 2010.
Fourteen of these sixteen vessels are now subject to the master time charter, and the two other
vessels (Iron Knight and Iron Bradyn) are currently under separate charters but will become subject
to the master time charter following the termination of their current charters. One of the vessels
in the acquisition fleet, Grain Harvester, is subject to a separate time charter with Bunge which
expires on or about August 2009.
We expect to finance the remainder of the vessels we have agreed to acquire through a
combination of cash and borrowings under our new revolving credit facility.
Results of Operations
Charters
We generate revenues by charging customers for the transportation of dry-bulk cargo using our
vessels. All our vessels are currently employed under time charters to well-established and
reputable charterers. We may employ vessels under spot-market charters in the future. A time
charter is a contract for the use of a vessel for a specific period of time during which the
charterer pays substantially all of the voyage expenses, including port and canal charges and the
cost of bunkers, but the vessel owner pays the vessel operating expenses. Under a spot-market
charter, the vessel owner pays both the voyage expenses (less specified amounts covered by the
voyage charterer) and the vessel operating expenses. Vessels operating in the spot-charter market
generate revenues that are less predictable than time charter revenues but may enable us to capture
increased profit margins during periods of improvements in dry-bulk rates. However, we will be
exposed to the risk of declining dry-bulk rates when operating in the spot market, which may have a
materially adverse impact on our financial performance.
Third Quarter 2006
In the three months ended September 30, 2006, our fleet had a utilization of 99.2%, compared to 99%
in the third quarter of 2005. We calculate fleet utilization by dividing the number of our
operating days during a period by the number of our ownership days during the period. The shipping
industry uses fleet utilization to measure a companys 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 net daily revenues per ship per day for the total fleet for the third quarter of 2006 were
$19,652, compared to $20,991 in the corresponding period in 2005. Net daily revenue consists of our
voyage and time charter revenues
17
less voyage expenses during a period divided by the number of our operating days during the period,
net of commissions but including idle time, which is consistent with industry standards.
Vessel operating expenses per ship per day were $3,461 for the fleet in the third quarter of 2006,
compared to $4,540, including $766 per day in third-party management fees, in the third quarter of
2005. 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, tonnage
taxes and other miscellaneous expenses. To arrive at a per ship per day amount, we divide our total
vessel operating expenses by the ownership days in the period.
Nine Months Ended September 30, 2006
In the nine months ended September 30, 2006, our fleet had a utilization of 98.9%, compared to
92.4% in the corresponding period in 2005.
Our net daily revenues per ship per day for the total fleet for the first nine months of 2006 were
$20,455, compared to $20,525 in the corresponding period in 2005.
Vessel operating expenses per ship per day were $3,816 for the fleet in the nine months ended
September 30, 2006, compared to $4,331, including $608 per day in third-party management fees, in
the corresponding period in 2005.
All vessels owned by the Company were employed under time-charter contracts throughout the
nine-month period ended September 30, 2006. As of September 30, 2006, those charters have remaining
terms of between 5 months and 51 months. We have rechartered the vessels whose charters expired
subsequent to the expiration of the period. We believe that these long-term charters provide better
stability of earnings and consequently increase our cash flow visibility to our shareholders.
Logistics Operations
In December 2005, the Company formed a wholly owned subsidiary, Quintana Logistics LLC, to
engage in chartering operations, including entry into contracts of affreightment. Under a contract
of affreightment, Quintana would agree to ship a specified amount of cargo at a specified rate per
ton between designated ports over a particular period of time. Contracts of affreightment generally
do not specify particular vessels, so Quintana would be permitted either to use a free vessel that
it owned or to charter in a third-party vessel.
Three Months Ended September 30, 2006 Compared with Three Months Ended September 30, 2005
Net Revenues
Net revenues for the three months ended September 30, 2006 were $25.0 million after brokerage
commissions of $1.2 million, compared to $13 million after brokerage commissions of $0.5 million
for the corresponding period in 2005, an increase of 92%. In the three months ended September 30,
2006, $25.0 million of our revenues was earned from time charters, and $1.2 million was earned from
our Quintana Logistics operations. In the three months ended September 30, 2005, all of our
revenues were earned from time charters. The increase in revenues during the three months ended
September 30, 2006 over the corresponding period in 2005 is primarily due to our operation of fleet
of 13.4 vessels during the entire three-month period in 2006 compared to partial operations during
the corresponding 2005 period of an average of 6.7 ships. Our net daily revenues per ship per day
for the total fleet for the third quarter of 2006 were $19,652, compared to $20,991 in the
corresponding period in 2005. The decrease was primarily due to lower average charter rates during
the 2006 period.
Commissions and Other Voyage Expenses
When we employ our vessels on spot market voyage charters, including those associated our our
Quintana Logistics operations, we incur expenses that include port and canal charges and bunker
expenses. We expect that port and canal charges and bunker expenses will continue to represent a
relatively small portion of our vessels overall expenses because we expect the majority of our
vessels to continue to be employed under time charters that require the charterer to bear all of
those expenses. As is common in the dry-bulk shipping industry, we pay
18
commissions ranging from 0% to 6.25% of the total daily charter hire rate of each charter to
unaffiliated ship brokers associated with the charterers, depending on the number of brokers
involved with arranging the charter.
For the quarter ended September 30, 2006, our commissions totaled $1.2 million, compared to
$0.5 million during the corresponding period in 2005, an increase of 140%. Commissions were higher
for the three months ended September 30, 2006 than the corresponding period in 2005 principally
because we operated 13.4 vessels for the entire three-month period in 2006, compared to an average
of 6.7 vessels during the 2005 period.
We incurred voyage expenses for the quarter ended September 30, 2006 of $1.4 million
attributable to our Quintana Logistics operations. We did not incur any voyage expenses for the
period ended September 30, 2005 because we did not conduct any of our chartering activities under
Quintana Logistics until 2006.
Vessel Operating Expenses
For the three months ended September 30, 2006, our vessel operating expenses were $4 million,
or an average of $3,461 per ship per day, compared to operating expenses of $2.8 million during the
corresponding period in 2005, or an average of $4,540 per day, which included $766 per day for
third-party management fees. We took over technical management of all our vessels in the fourth
quarter of 2005; accordingly, technical management fees that were previously included in vessel
operating expenses are now reflected in our general and administrative expenses. 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, tonnage taxes and other miscellaneous
expenses. The increase in total operating expenses for the 2006 period was primarily due to the
enlargement of our fleet: we operated 13.4 vessels during the 2006 period, compared to an average
of 6.7 vessels during the 2005 period. Other factors beyond our control, some of which may affect
the shipping industry in general, including, for instance, developments relating to market prices
for insurance, may also cause these expenses to increase.
General and Administrative Expenses
For the three months ended September 30, 2006, we incurred $2.7 million of general and
administrative expenses, compared to $1.6 million for the three months ended September 30, 2005, an
increase of approximately $1.1 million, or 69%. Our general and administrative expenses include the
salaries and other related costs of the executive officers and other employees, our office rents,
legal and auditing costs, regulatory compliance costs, other miscellaneous office expenses,
long-term compensation costs, and corporate overhead. Our general and administrative expenses for
the third quarter of 2006 were comparatively higher than those in the corresponding period in 2005
because the Company operated an average of 13.4 vessels during the 2006 period, compared to an
average of 6.7 vessels during the 2005 period. For the third quarter of 2006, general and
administrative expenses represented 10.8% of our net revenues for the period, as compared to 12.3%
for the corresponding period in 2005.
Depreciation
We depreciate our vessels based on a straight line basis over the expected useful life of each
vessel, which is 25 years from the date of their initial delivery from the shipyard. Depreciation
is based on the cost of the vessel less its estimated residual value, which is estimated at $220
per lightweight ton, at the date of the vessels acquisition, which we believe is common in the
dry-bulk shipping industry. Secondhand vessels are depreciated from the date of their acquisition
through their remaining estimated useful life. However, when regulations place limitations over the
ability of a vessel to trade on a worldwide basis, its useful life is adjusted to end at the date
such regulations become effective. For the three months ended September 30, 2006, we recorded $7.2
million of vessel depreciation charges, compared to approximately $3.9 million for the three months
ended September 30, 2005, an increase of $3.3 million, or 85%. We incurred significantly higher
depreciation charges in the third quarter of 2006 than in the corresponding period in 2005 because
we operated 13.4 vessels for the entire 2006 period, compared to an average of 6.7 vessels for the
2005 period. As a result of the delivery of 9 vessels as of September 30, 2006 and our agreement
to purchase an additional 8 vessels, we expect our depreciation charges to increase on a
period-by-period basis as those vessels are delivered.
19
Time Charter Value Amortization
Iron Beauty was acquired in October 2005 with an existing time charter at an above-the-market
rate. We deduct the fair value of above-market time charters from the purchase price of the vessel
and allocate it to a deferred asset which is amortized over the remaining period of the time
charter as a reduction to hire revenue. With respect to Iron Beauty, this results in a daily rate
of approximately $30,600 as recognized revenue. For cash flow purposes the company will continue to
receive $36,500 per day less commissions. For the three months ended September 30, 2006, we
recorded $0.5 million of time charter amortization charges. Because we did not acquire Iron Beauty
until the fourth quarter of 2005, we did not record any time-charter amortization charges in the
third quarter of 2005. If we acquire additional vessels in the future that have above-market time
charters attached to them, our time-charter-value amortization is likely to increase.
Drydocking
We capitalize the total costs associated with a drydocking and amortize these costs on a
straightline basis through the date of the next drydocking, which is typically 30 to 60 months.
Regulations or incidents may change the estimated dates of the next drydocking for our vessels. For
the three months ended September 30, 2006, amortization expense related to drydocking totaled
$162,985, compared to $127,225 for the corresponding period in 2005, an increase of $ 35,760 or
28%. This increase was primarily due to the fact that we were amortizing drydocking expense for a
total of three vessels for three months in the 2006 period, compared to two vessels for the 2005
period.
Interest Expense
We incurred $3.4 million of interest expense in the third quarter of 2006, compared to $1.3
million in the third quarter of 2005. The difference is primarily attributable to larger principal
amounts outstanding under our revolving credit facility in the 2006 period compared to amounts
outstanding under our term loan facility in the 2005 period.
Unrealized Swap Loss
In the three months ended September 30, 2006, we incurred $11.9 million in unrealized swap
loss attributable to our interest-rate swap. There was no corresponding loss in the third quarter
of 2005 because we did not have any swaps in place at that time. The loss on the swap is due to the
decrease in LIBOR, to which the variable-rate portion of the swap is tied, in the third quarter.
Finance Costs
In the third quarter of 2006, we incurred $1.9 million in finance costs, compared to $3.3
million in the corresponding period in 2005. Of the $1.9 million incurred in the 2006 period, $1.8
million was attributable to the unamortized portion of fees paid in connection with our old
revolving credit facility. The decrease from the 2005 period was primarily attributable to the
lower amount of financing fees written off during the period.
Nine Months Ended September 30, 2006 Compared with the Period from January 13, 2005 to September
30, 2005
Net Revenues
Net revenues for the nine months ended September 30, 2006 were $66.3 million after brokerage
commissions of $3 million, compared to $20 million after brokerage commissions of $0.8 million for
the period from January 13, 2005 to September 30, 2005, an increase of 232%. In the nine months
ended September 30, 2006, $64.9 million of our revenues was earned from time charters, and $4.5
million was earned from our Quintana Logistics operations. In the 2005 period, all of our revenues
were earned from time charters. The increase in revenues during the 2006 period over the
corresponding period in 2005 is primarily due to our operation of fleet of an average of 11.4
vessels during the period in 2006 period compared to partial operations of an average of 3.7
vessels during the corresponding 2005 period.
20
Commissions and Other Voyage Expenses
For the nine months ended September 30, 2006, our commissions totaled $3 million, compared to
$0.8 million during the corresponding period in 2005, an increase of 275%. Commissions were higher
for the nine months ended September 30, 2006 than for the period from January 13 to September 30,
2005 principally because we operated 11.4 vessels for the entire nine-month period in 2006,
compared to an average of 3.7 vessels during the 2005 period.
We incurred voyage
expenses for the nine months ended September 30, 2006 of $4.1 million
attributable to our Quintana Logistics operations. We did not incur any voyage expenses for the
period ended September 30, 2005 because we did not conduct any of our chartering activities under
Quintana Logistics until 2006.
Vessel Operating Expenses
For the nine months ended September 30, 2006, our vessel operating expenses were $11.4
million, or an average of $3,816 per ship per day, compared to operating expenses of $4.2 million
during the period from January 13, 2005 to September 30, 2005, or an average of $4,331 per day,
which included $608 per day for third-party management fees. We took over technical management of
all our vessels in the fourth quarter of 2005; accordingly, technical management fees that were
previously included in vessel operating expenses are now reflected in our general and
administrative expenses. The increase in total operating expenses for the 2006 period was primarily
due to the enlargement of our fleet: we operated 11.4 vessels during the 2006 period, compared to
an average of 3.7 vessels during the 2005 period. Other factors beyond our control, some of which
may affect the shipping industry in general, including, for instance, developments relating to
market prices for insurance, may also cause these expenses to increase.
General and Administrative Expenses
For the nine months ended September 30, 2006, we incurred $7.2 million of general and
administrative expenses, compared to $2.7 million for the period from January 13, 2005 to September
30, 2005, an increase of approximately $4.5 million, or 167%. Our general and administrative
expenses for the nine months ended September 30, 2006 were comparatively higher than those in the
corresponding period in 2005 because the Company had limited operations during the first nine
months of 2005. For the first nine months of 2006, general and administrative expenses represented
10.9% of our net revenues for the period, as compared to 13.5% for the corresponding period in
2005.
Depreciation
For the nine months ended September 30, 2006, we recorded $19.1 million of vessel depreciation
charges, compared to approximately $5.7 million for the period from January 13, 2005 to September
30, 2005, an increase of $13.4 million, or 235%. We incurred significantly higher depreciation
charges in the first nine months of 2006 than in the corresponding period in 2005 because we
operated an average of 11.4 vessels for the 2006 period, compared to an average of 3.7 vessels for
the 2005 period. As a result of our recent purchase of 9 vessels and agreement to purchase an
additional 8 vessels, we expect our depreciation charges to increase on a period-by-period basis as
those vessels are delivered.
Time Charter Value Amortization
For the nine months ended September 30, 2006, we recorded $1.6 million of time charter
amortization charges. Because we did not acquire Iron Beauty until the fourth quarter of 2005, we
did not record any time-charter amortization charges in the corresponding 2005 period. If we
acquire additional vessels in the future that have above-market time charters attached to them, our
time-charter-value amortization is likely to increase.
Drydocking
For the nine months ended September 30, 2006, amortization expense related to drydocking
totaled $402,871, compared to $160,575 for the corresponding period in 2005, an increase of
$242,296, or 151%. This increase was primarily due to the fact that we were amortizing drydocking
expense for a total of two vessels for 9
21
months and one vessel for three months in the 2006 period, compared to two vessels for three
months in the 2005 period.
Interest Expense
We incurred $8.3 million of interest expense in the first nine months of 2006, compared to
$2.9 million in the comparable period in 2005. The difference is primarily attributable to larger
principal amounts outstanding under our revolving credit facilities in the 2006 period compared to
amounts outstanding under our term loan facility and old revolving credit facility in the 2005
period.
Unrealized Swap Loss
In the nine months ended September 30, 2006, we incurred $11.9 million in unrealized swap loss
attributable to our interest-rate swap. There was no corresponding loss in the third quarter of
2005 because we did not have any swaps in place at that time. The loss on the swap is due to the
decrease in LIBOR, to which the variable-rate portion of the swap is tied, in the third quarter.
Finance Costs
In the first nine months of 2006, we incurred $2.1 million in finance costs, compared to $3.6
million in the corresponding period in 2005. Of the $1.9 million incurred in the 2006 period, $1.8
million was attributable to the unamortized portion of fees paid in connection with our old
revolving credit facility. The decrease from the 2005 period was primarily attributable to the
lower amount of financing fees written off during the period.
Inflation
Inflation does not have a significant impact on vessel operating or other expenses for vessels
under time charters. We may bear the risk of rising fuel prices if we enter into spot-market
charters or other contracts under which we bear voyage expenses. We do not consider inflation to be
a significant risk to costs in the current and foreseeable future economic environment. However,
should the world economy be affected by significant inflationary pressures, this could result in
increased operating and financing costs.
Liquidity and Capital Resources
Cash and Capital Expenditures
For the three months ended September 30, 2006, we financed our capital requirements primarily
from proceeds from a private placement of equity, drawdowns under our new revolving credit
facility, and cash from operations. As of September 30, 2006, our cash balance was approximately
$14.8 million. We estimate that our cash flow from our charters will be sufficient to fund our
working capital requirements for the next twelve months.
We intend to fund our future acquisition-related capital requirements principally through
borrowings under our revolving credit facility or equity issuances and to repay all or a portion of
such borrowings from time to time with a combination of the net proceeds of equity issuances and
cash from operations. We believe that funds will be available from these sources to support our
growth strategy, which involves the acquisition of additional vessels. Depending on market
conditions in the dry-bulk shipping industry and acquisition opportunities that may arise, we may
be required to obtain additional debt or equity financing.
Net cash provided by operating activities was $36.6 million for the nine months ended
September 30, 2006, compared to $10.3 million for the period from January 13, 2005 to September 30,
2005. Substantially all our cash from operating activities is generated under our time charters.
Net cash used in investing activities was $432.3 million for the nine months ended September
30, 2006, compared to $344.6 million for the period from January 13, 2005 to September 30, 2005. Of
the cash used in investing activities for the 2006 period, $398 million was attributable to the
acquisition of vessels during the period. In the 2005 period, nearly all of the cash used in
investing activities was used to acquire the vessels purchased in the first nine months of 2005.
22
Net cash from financing activities was $406.2 million for the nine months ended September 30,
2006, compared to $343.5 million for the period from January 13, 2005 to September 30, 2005. During
the 2006 period, we repaid $210 million under our old revolving credit facility from $191 million
in proceeds from the issuance of units, consisting of preferred stock and warrants, and $459.5
million of debt and borrowings.
The 2005 period reflects the repayment of approximately $311 million under a revolving credit
facility in effect at that time from debt and borrowings of approximately $411.6 million.
Dividends
Our policy is to declare and pay quarterly dividends to shareholders. At its first meeting every
year, our board of directors estimates a minimum annualized dividend, to be declared and paid
quarterly, which is subject to reduction or elimination under certain circumstances, including
restrictions under Marshall Islands law, covenants under our debt instruments, and changing market
conditions. For 2006, our Board fixed a minimum annualized dividend of $0.84. The cumulative
amount of dividends paid in 2006 is as follows:
|
|
|
|
|
|
|
Cumulative |
|
|
|
Amount |
|
|
|
Paid |
|
Common stock dividends paid March 2006 |
|
$ |
5,007,816 |
|
Common stock dividends paid May 2006 |
|
|
5,071,130 |
|
Common stock dividends paid August 2006 |
|
|
10,440,721 |
|
Preferred stock dividends paid August 2006 |
|
|
1,209,263 |
|
|
|
|
|
Total |
|
$ |
21,728,930 |
|
|
|
|
|
Contractual Obligations and Commercial Commitments
Revolving Credit Facility
General. On July 19, 2006, we, together with our wholly owned subsidiaries, entered into an
8.25 year, $735 million senior secured revolving credit facility, with Fortis Bank N.V./S.A. as
arranger. This credit facility replaces our existing credit facility described above.
Security. Our obligations under the credit facility are secured by (i) first priority
cross-collateralized mortgages over the vessels; (ii) first priority assignment of all insurances,
operational accounts and earnings of the vessels; (iii) first priority pledges over the operating
accounts held with the agent, (iv) assignments of existing and future charters for the vessels, and
(v) assignments of interest rate swaps.
Interest. Borrowings under the revolving credit facility bear interest at the rate of LIBOR
plus 0.85% per annum (until December 31, 2010) and LIBOR plus 1.10% per annum thereafter. The full
amount borrowed under the revolving credit facility will mature on September 30, 2014.
Commitment Fee. We pay a commitment fee of 0.45% per annum on the undrawn amount of
commitments under the credit facility. This fee is payable quarterly in arrears.
Repayment. The loans do not amortize. Instead, the total available commitments reduce over
time according to the following schedule of thirty-two consecutive quarterly permanent commitment
reductions with the first such reduction occurring on the earlier of December 31, 2006 and the
fiscal quarter ending four months after the delivery of Hull 1375:
|
|
|
|
|
Reduction 1 (December 31, 2006) |
|
$ |
10,000,000 |
|
Reductions 2 to 5 (March 30, 2007 through December 31, 2007) |
|
$ |
11,750,000 |
|
Reductions 6 to 17 (March 30, 2008 through December 31, 2010) |
|
$ |
13,250,000 |
|
Reductions 18 to 32 (March 30, 2011 through September 30, 2014) |
|
$ |
15,000,000 |
|
23
Together with the last (32nd) reduction, there is a balloon reduction equal to the lesser of either
$294 million or the remaining commitments after the last reduction. The Company may prepay the
loans at any time in whole or part without penalty. If the outstanding amount of the loan exceeds
the maximum available amount following permanent commitment reduction, a mandatory prepayment is
required equal to such excess.
Conditions. We are subject to customary conditions precedent before we may borrow under the
facility, including that no event of default is ongoing or would result from the borrowing, that
our representations and warranties are true and that no material adverse change has occurred.
Financial Covenants. The loan agreement also requires us to comply with the following
financial covenants:
|
|
|
maintenance of fair market value of ship collateral equal to
at least 115% of the outstanding
loans (until December 31, 2010) and 125% of the outstanding loans thereafter; |
|
|
|
|
maintenance of an interest coverage ratio of not less than 2.0 to 1; |
|
|
|
|
maintenance of a leverage ratio (total debt to market adjusted total assets) of no greater than 0.75 to 1; |
|
|
|
|
maintenance of market value adjusted net worth of at least $200,000,000; and |
|
|
|
|
maintenance of minimum liquidity (cash or time deposits plus available credit line) of
$550,000 per ship increasing to $741,000 per ship in 8 quarterly adjustments starting April
1, 2009. |
Restrictive Covenants. The facility contains customary restrictive covenants.
Use of Borrowings. The Company may use borrowings under the loan agreement to (i)
refinance the debt outstanding under the existing credit facility, (ii) partially finance the
acquisition cost of seventeen new vessels that the Company has contracted to acquire, (iii) finance
part of the acquisition cost of other additional vessels, which acquisitions are subject to
approval of the facility agent and the satisfaction of certain other conditions on the vessels, and
(iv) finance up to $20 million of working capital. In addition, the Company was permitted to draw
down under the facility to pay down the old revolving credit facility. We may not use borrowings to
pay dividends.
Events of Default. The loan agreement contains customary events of default, including
nonpayment of principal or interest, breach of covenants or material inaccuracy of representations,
default under other material indebtedness, bankruptcy, and change of control. We are not permitted
to pay dividends if an event of default has occurred or if the payment of such dividend would
result in an event of default.
Shelf Registration Statement
On June 19, we filed a resale registration statement on Form S-1 with the Securities and
Exchange Commission, registering 2,045,558 units, 2,045,558 shares of 12% Mandatorily Convertible
Preferred Stock, and 8,182,232 Class A Warrants. Subsequent to the conversion of the preferred
stock and the Companys eligibility to file a registration statement on Form S-3, this registration
was amended to be filed on Form S-3 and cover only the warrants and the common stock issued upon
conversion of the preferred stock and issuable upon exercise of the warrants. This registration
statement registers securities on behalf of third parties, and we will not receive any proceeds
from the sales of these securities. On September 20, 2006, this registration statement was declared
effective by the SEC.
24
Contractual Obligations
The following table sets forth our expected contractual obligations and their maturity dates as of
September 30, 2006.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three |
|
|
More |
|
|
|
|
|
|
Within |
|
|
One to |
|
|
Years to |
|
|
Than |
|
|
|
|
|
|
One |
|
|
Three |
|
|
Five |
|
|
Five |
|
|
|
|
|
|
Year |
|
|
Years |
|
|
Years |
|
|
Years |
|
|
Total |
|
|
|
(in thousands) |
|
Revolving credit facility. |
|
$ |
45,250 |
|
|
$ |
157,500 |
|
|
$ |
118,250 |
|
|
$ |
138,500 |
|
|
$ |
459,500 |
|
Acquisition of vessels |
|
|
306,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
306,000 |
|
Office lease(1) |
|
|
219 |
|
|
|
37 |
|
|
|
|
|
|
|
|
|
|
|
256 |
|
|
|
|
Total |
|
$ |
351,469 |
|
|
$ |
157,537 |
|
|
$ |
118,250 |
|
|
$ |
138,500 |
|
|
$ |
765,756 |
|
|
|
|
|
|
|
(1) |
|
Represents the U.S. Dollar equivalent of lease payments in Euros as calculated in accordance
with the rate of $1.27 to 1.00 as of September 30, 2006. Such rate was $1.28 to 1.00 as of
November 1, 2006. Our office lease has a two-year term. |
Off-balance Sheet Arrangements
We do not have any off-balance sheet arrangements.
Critical Accounting Policies
Information regarding the Companys Critical Accounting Policies is included in Item 7 of the
Companys Annual Report on Form 10-K for the year ended December 31, 2005.
Risks Related to our Business
|
|
|
Because we are a new company with a limited operating history, we may be less successful
in implementing our business strategy than a more seasoned company. |
|
|
|
|
We cannot assure you that our board of directors will declare dividends. |
|
|
|
|
Our earnings may be adversely affected if we do not successfully employ our vessels on
medium- or long-term time charters or take advantage of favorable opportunities in the spot
market. |
|
|
|
|
We may have difficulty properly managing our planned growth through acquisitions of
additional vessels. |
|
|
|
|
We cannot assure you that we will be able to borrow further amounts under our revolving
credit facility, which we may need to fund the acquisition of additional vessels. |
|
|
|
|
Restrictive covenants in our revolving credit facility impose, and any future debt
facilities will impose, financial and other restrictions on us. |
|
|
|
|
Servicing future indebtedness would limit funds available for other purposes, such as
the payment of dividends. |
|
|
|
|
Unless we set aside reserves for vessel replacement, at the end of a vessels useful
life our revenue will decline, which would adversely affect our cash flows and income. |
|
|
|
|
Purchasing and operating secondhand vessels may result in increased operating costs and
reduced fleet utilization. |
|
|
|
|
When our time charters end, we may not be able to replace them promptly or with profitable ones. |
|
|
|
|
Charterers may default on time charters that provide for above-market rates. |
|
|
|
|
Contracts of affreightment may result in losses. |
|
|
|
|
The international dry-bulk shipping industry is highly competitive, and we may not be
able to compete successfully for charters with new entrants or established companies with
greater resources. |
|
|
|
|
We may be unable to retain key management personnel and other employees in the shipping
industry, which may negatively impact the effectiveness of our management and results of
operations. |
|
|
|
|
Risks associated with operating oceangoing vessels could negatively affect our business
and reputation, which could adversely affect our revenues and stock price. |
|
|
|
|
The operation of dry-bulk carriers has certain unique operational risks. |
25
|
|
|
Our vessels may suffer damage and we may face unexpected costs, which could adversely
affect our cash flow and financial condition. |
|
|
|
|
The shipping industry has inherent operational risks that may not be adequately covered
by our insurance. |
|
|
|
|
If we acquire additional dry-bulk carriers and those vessels are not delivered on time
or are delivered with significant defects, our earnings and financial condition could
suffer. |
|
|
|
|
We may earn United States source income that is subject to tax, thereby reducing our
earnings. |
|
|
|
|
U.S. tax authorities could treat us as a passive foreign investment company, which
could have adverse U.S. federal income tax consequences to U.S. holders. |
|
|
|
|
The enactment of proposed legislation could affect whether dividends paid by us
constitute qualified dividend income eligible for a preferential rate of federal income
taxation. |
|
|
|
|
Because we expect to generate all of our revenues in U.S. dollars but may incur a
portion of our expenses in other currencies, exchange rate fluctuations could hurt our
results of operations. |
|
|
|
|
We depend upon a limited number of customers for a large part of our revenues and the
loss of one or more of these customers could adversely affect our financial performance. |
|
|
|
|
We are a holding company, and we depend on the ability of our subsidiaries to distribute
funds to us in order to satisfy our financial obligations and to make dividend payments. |
|
|
|
|
As we expand our business, we may need to improve our operating and financial systems
and will need to recruit suitable employees and crew for our vessels. |
|
|
|
|
The international dry-bulk shipping sector is extremely cyclical and volatile; these
factors may lead to reductions and volatility in our charter hire rates, vessel values and
results of operations. |
|
|
|
|
Charter hire rates in the dry-bulk sector are above historical averages and future
growth will depend on continued economic growth in the world economy that exceeds the
capacity of the growing world fleets ability to match it. |
|
|
|
|
We may not be able to draw down the full amount under our revolving credit facility if
the market value of our vessels declines. |
|
|
|
|
We may breach some of the covenants under our revolving credit facility if the market
price of our vessels, which are above historical averages, declines. |
|
|
|
|
Our substantial operations outside the United States expose us to political,
governmental and economic instability, which could harm our operations. |
|
|
|
|
Seasonal fluctuations in industry demand could adversely affect our operating results
and the amount of available cash with which we can pay dividends. |
|
|
|
|
We are subject to regulation and liability under environmental laws that could require
significant expenditures and affect our cash flow and net income. |
|
|
|
|
We are subject to international safety regulations and the failure to comply with these
regulations may subject us to increased liability, may adversely affect our insurance
coverage and may result in a denial of access to, or detention in, certain ports. |
|
|
|
|
Maritime claimants could arrest one or more of our vessels, which could interrupt our
cash flow. |
|
|
|
|
Governments could requisition our vessels during a period of war or emergency, resulting
in a loss of earnings. |
|
|
|
|
Increased inspection procedures and tighter import and export controls could increase
costs and disrupt our business. |
|
|
|
|
An economic slowdown in Asia could have a material adverse effect on our business,
financial position and results of operations. |
|
|
|
|
World events could affect our results of operations and financial condition. |
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Interest Rates
Effective July 1, 2006, we entered into a swap transaction with respect to our revolving
credit facility. Because the revolving credit facility provided for variable-rate interest,
management determined that an interest-rate swap would best protect the Company from interest-rate
risk on amounts outstanding under its revolving credit facility. This swap effectively insulates us
from interest-rate risk relating to the floating rates payable under the facility until December
31, 2010, as we are required to pay a fixed rate of 5.135%, exclusive of spread due our
26
lenders. On December 31, 2010, the counterparty to the swap may exercise an option to lock our
fixed rate at 5.00% through June 30, 2014. If the counterparty does not exercise this option, we
will be exposed to market rates at that time.
We may have sensitivity to interest rate changes with respect to future debt facilities.
Currency and Exchange Rates
We expect to generate all of our revenue in U.S. Dollars. The majority of our operating
expenses and management expenses are in U.S. Dollars, and we expect to incur up to approximately
20% of our operating expenses in currencies other than U.S. Dollars. This difference could lead to
fluctuations in net income due to changes in the value of the U.S. Dollar relative to other
currencies.
We have entered into the following forward currency exchange contracts:
|
|
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|
|
|
|
|
|
|
|
Contract Date |
|
Notional Amount () |
|
For Value |
|
Rate ($/) |
September 26, 2006
|
|
|
1,000,000 |
|
|
March 26, 2007
|
|
|
1.2800 |
|
September 29, 2006
|
|
|
1,000,000 |
|
|
December 29, 2006
|
|
|
1.2745 |
|
October 6, 2006
|
|
|
1,000,000 |
|
|
June 29, 2007
|
|
|
1.2795 |
|
October 10, 2006
|
|
|
1,000,000 |
|
|
September 28, 2007
|
|
|
1.2725 |
|
In the future, we may enter into additional financial derivatives to mitigate the risk of
exchange rate fluctuations.
Item 4. Controls and Procedures
We maintain disclosure controls and procedures designed to ensure that information required to
be disclosed in reports filed under the Securities Exchange Act of 1934, as amended (the Exchange
Act), is recorded, summarized and processed within time periods specified in the SECs rules and
forms. As of the end of the period covered by this report (the Evaluation Date), 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 (as defined in Rule 13a-15(e) under the
Exchange Act). Based upon this evaluation, our chief executive officer and our chief financial
officer concluded that, as of the Evaluation Date, our disclosure controls and procedures were
effective.
During the last fiscal quarter, there were no changes in our internal control over financial
reporting that have materially affected, or are reasonably likely to materially affect, our
internal controls over financial reporting.
27
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
We have not been involved in any legal proceedings which may have, or have had a significant
effect on our business, financial position, results of operations or liquidity, nor are we aware of
any proceedings that are pending or threatened which may have a significant effect on our business,
financial position, results of operations or liquidity. From time to time, we may be subject to
legal proceedings and claims in the ordinary course of business, principally personal injury and
property casualty claims. We expect that these claims would be covered by insurance, subject to
customary deductibles. Those claims, even if lacking merit, could result in the expenditure of
significant financial and managerial resources.
Legal Proceedings Related to Mr. Molaris
A private individual has filed a complaint with the public prosecutor of the Athens
Magistrates Court against Mr. Molaris and four others relating to allegations that, while Mr.
Molaris was employed by Stelmar Shipping Ltd., they conspired to defraud the individual of a
brokerage fee of 1.2 million purportedly owed by a shipyard in connection with the repair of a
Stelmar vessel. Mr. Molaris believes the complaint is without merit and is vigorously contesting
these allegations. The prosecutor has referred the matter to a Greek judge for further
investigation. The judge will determine whether the claim has sufficient merit to forward the
matter on to a court for adjudication. We have been advised that an independent committee of the
board of directors of Stelmar conducted an inquiry into these allegations and found no evidence to
support them.
Item 1A. Risk Factors
In addition to the risk factors described below, please see Item 2 of Part I, Managements
Discussion and Analysis of Financial Condition and Results of Operations Risk Factors.
Risks Related to the Acquisition
Our substantial debt levels may limit our flexibility in obtaining additional financing and in
pursuing other business opportunities.
Following the completion of the acquisition of all 17 of our new vessels, we will have
substantial indebtedness. We expect that upon the delivery of our contracted fleet of new vessels
we will have approximately $735 million of indebtedness outstanding under our new revolving credit
facility, and we will be a substantially more highly leveraged company than we have been
historically. We also expect to incur more indebtedness in connection with future acquisitions. Our
high level of debt could have important consequences to us, including the following:
|
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|
our ability to obtain additional financing, if necessary, for working capital, capital
expenditures, acquisitions or other purposes may be impaired or such financing may not be
available on favorable terms; |
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|
we may need to use a substantial portion of our cash from operations to make principal
and interest payments on our debt, reducing the funds that would otherwise be available
for operations, future business opportunities and dividends to our shareholders; |
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|
our debt level could make us more vulnerable than our competitors with less debt to
competitive pressures or a downturn in our business or the economy generally; and |
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|
our debt level may limit our flexibility in responding to changing business and
economic conditions. |
Our ability to service our debt will depend upon, among other things, our future financial and
operating performance, which will be affected by prevailing economic conditions and financial,
business, regulatory and other factors, some of which are beyond our control. If our operating
results are not sufficient to service our current or future indebtedness, we will be forced to take
actions such as reducing dividends, reducing or delaying our business activities, acquisitions,
investments or capital expenditures, selling assets, restructuring or refinancing our debt, or
seeking additional equity capital or bankruptcy protection. We may not be able to effect any of
these remedies on satisfactory terms, or at all.
28
As we expand our business, we may need to improve our operating and financial systems and expand
our commercial and technical management staff, and will need to recruit suitable employees and crew
for our vessels.
Our current operating and financial systems may not be adequate as we implement our plan to
expand the size of our fleet, and attempts to improve those systems may be ineffective. In
addition, as we expand our fleet, we will need to recruit suitable additional administrative and
management personnel. We cannot guarantee that we will be able to continue to hire suitable
employees as we expand our fleet. If we encounter business or financial difficulties, we may not be
able to adequately staff our vessels. If we are unable to grow our financial and operating systems
or to recruit suitable employees as we expand our fleet, our financial performance may be adversely
affected and, among other things, the amount of cash available for dividends to our shareholders
may be reduced.
Our acquisition of the new vessels is subject to a number of conditions, which may delay our
receipt of revenues.
We have entered into memoranda of agreement with affiliates of Metrobulk for the purchase of
17 vessels. To date, 10 of these vessels have been delivered. However, the consummation of the
acquisition of the remaining vessels is subject to a number of conditions. We cannot guarantee
whether or when all the conditions to the acquisition will be satisfied or waived, permitting the
acquisition to be consummated when and as currently contemplated. The failure to consummate the
acquisition when and as currently contemplated would delay our receipt of revenues under the time
charters for the new vessels, and therefore materially and adversely affect our results of
operations and financial condition.
Delays in deliveries of newbuildings to be purchased in the acquisition could materially and
adversely harm our operating results.
As part of the Metrobulk acquisition, we have agreed to purchase six newbuildings that are
scheduled to be delivered at various times over approximately the next six months. The delivery of
these vessels could be delayed, which would delay our receipt of revenues under the time charters
for these vessels, and thereby adversely affect our results of operations and financial condition.
The delivery of the newbuildings could be delayed because of:
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work stoppages or other labor disturbances or other event that disrupts the operations of the shipbuilder; |
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|
quality or engineering problems; |
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|
changes in governmental regulations or maritime self-regulatory organization standards; |
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lack of raw materials; |
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bankruptcy or other financial crisis of the shipbuilder; |
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|
a backlog of orders at the shipbuilder; |
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|
hostilities, political or economic disturbances in the country where the vessels are being built; |
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|
weather interference or catastrophic event, such as a major earthquake or fire; |
|
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|
our requests for changes to the original vessel specifications; |
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|
shortages of or delays in the receipt of necessary construction materials, such as steel; |
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|
our inability to obtain requisite permits or approvals; or |
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|
a dispute with the shipbuilder. |
In addition, the shipbuilding contracts for the new vessels contains a force majeure
provision whereby the occurrence of certain events could delay delivery or possibly terminate the
contract. If delivery of a vessel is materially delayed or if a shipbuilding contract is
terminated, it could adversely affect our results of operations and financial condition and our
ability to pay dividends to our shareholders.
In addition, while we will purchase the vessels from Metrobulk or its affiliates, Metrobulk is
itself not in direct privity with the shipyard with respect to several of the newbuildings.
Accordingly, neither the sellers nor we may be
29
in a position to fully monitor the progress of the newbuildings or the compliance of the
construction with expected specifications.
Problems in the delivery of the secondhand vessel to be purchased in the acquisition could
materially and adversely affect our operating results.
With respect to the delivery of Iron Knight, the remaining secondhand vessel we have
contracted to purchase in the acquisition, certain events may arise which result in us not taking
delivery of the vessel, such as a total loss of a vessel, a constructive loss of the vessel, or
substantial damage to the vessel prior to delivery. In addition, the delivery of this vessel with
substantial defects could have similar consequences. We intend to conduct only a limited inspection
of this vessel. Any of these events could reduce our receipt of revenues under the time charters
for this vessel, and thereby materially and adversely affect our results of operation and financial
condition.
We cannot assure you that we will be able to borrow adequate amounts under our new revolving credit
facility.
Our ability to borrow amounts under our credit facility is subject to the execution of
customary documentation relating to the facility, including security documents, satisfaction of
certain customary conditions precedent and compliance with terms and conditions included in the
loan documents. There are restrictions on the amount that can be advanced to us under the revolving
credit facility based on the market value of the vessel or vessels in respect of which the advance
is being made and, in certain circumstances, based additionally on the capacity of the vessel, and
the price at which we acquired the vessel and other factors. Prior to each drawdown, we will be
required, among other things, to meet specified financial ratios and other requirements. To the
extent that we are not able to satisfy these requirements, we may not be able to draw down the full
amount under our revolving credit facility. We may be required to prepay amounts borrowed under our
new revolving credit facility if we experience a change of control.
Restrictive covenants in our new revolving credit facility impose financial and other restrictions
on us, including our ability to pay dividends.
The new revolving credit facility we entered into on July 19, 2006 imposes operating and
financial restrictions on us and requires us to comply with certain financial covenants. These
restrictions and covenants may limit our ability to, among other things:
|
|
|
pay dividends if an event of default has occurred and is continuing under our new
revolving credit facility or if the payment of the dividend would result in an event of
default; |
|
|
|
|
incur additional indebtedness, including through the issuance of guarantees; |
|
|
|
|
change the flag, class or management of our vessels; |
|
|
|
|
create liens on our assets; |
|
|
|
|
sell our vessels without replacing such vessels or prepaying a portion of our loan; |
|
|
|
|
merge or consolidate with, or transfer all or substantially all our assets to, another person; or |
|
|
|
|
change our business. |
Therefore, we may need to seek permission from our lenders in order to engage in some
corporate actions. Our lenders interests may be different from ours and we cannot guarantee that
we will be able to obtain our lenders consent when needed. If we do not comply with the
restrictions and covenants in our proposed revolving credit facility, we will not be able to pay
dividends to you, finance our future operations, make acquisitions or pursue business
opportunities.
We will derive all of our revenues with respect to the Metrobulk vessels from one charterer, and
the loss of this charterer or any time charter or any vessel could result in a significant loss of
revenues and cash flow.
Bunge and its affiliates initially will be the only charterer of the Metrobulk vessels. As a
result, Bunges payments to us will be our sole source of operating cash flow from these vessels
over the term of the governing master time charter expiring December 31, 2010. After we acquire the
vessels, Bunge and its affiliates will account for a substantial majority of our revenues. Bunge
therefore will have a substantial amount of leverage in any discussions or disputes it may have
with us, which it may choose to exercise to our disadvantage. Because most of the time charters
with Bunge provide for annual rate determinations within an agreed rate structure during certain
30
periods, Bunge may have the opportunity to apply such leverage to such rate determinations. In
addition, at any given time in the future, if Bunge were to experience financial difficulties, we
cannot assure you that Bunge would be able to make charter payments to us or make them at the
levels provided for in our master time charter with Bunge. If Bunge is unable to make charter
payments to us, or makes them at a significantly lower level than we expect, our results of
operations and financial condition will be materially adversely affected.
We could lose Bunge or another party as a charterer or the benefits of a time charter if:
|
|
|
the charterer fails to make charter payments to us; |
|
|
|
|
the vessel is off-hire for more than 20 days in any year for reasons other than
drydocking required to maintain a vessels status with its classification society; or |
|
|
|
|
we are unable to reach an agreement in advance with Bunge on the level of charter hire
to be paid to us within a specified daily hire rate range in any year. |
If we lose a time charter, we may be unable to re-deploy the related vessel on terms as favorable
to us as in the original time charter. In the worst case, we may not receive any revenues from that
vessel, but we may be required to pay expenses necessary to maintain the vessel in proper operating
condition.
The loss of any of our charterers, time charters or vessels, or a decline in payments under our
charters, could have a material adverse effect on our business, results of operations and financial
condition and our ability to pay dividends to our shareholders.
We initially will depend on Bunge, which is an agribusiness, for all of our revenues from the
Metrobulk vessels and therefore we are exposed to risks in the agribusiness market.
Bunge and its affiliates initially will charter all of the vessels acquired from Metrobulk.
Accordingly, our business will be exposed to all the economic and other risks inherent in the
agribusiness market. Changes in the economic, political, legal and other conditions in agribusiness
could adversely affect our business and results of operations. Based on Bunges filings with the
SEC, these risks include the following, among others:
The availability and demand for the agricultural commodities and agricultural commodity
products that Bunge uses and sells in its business can be affected by weather, disease and other
factors beyond its control.
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|
Bunge is vulnerable to cyclicality in the oilseed processing industry. |
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|
Bunge is vulnerable to increases in raw material prices. |
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|
Bunge is subject to economic and political instability and other risks of doing business
globally and in emerging markets. |
Deterioration in Bunges business as a result of these or other factors could have a material
adverse impact on Bunges ability to make timely charter hire payments to us and to renew its time
charters with us. This could have a material adverse impact on our financial condition and results
of operations.
Most of the Bunge charters provide for daily hire rates beginning in 2007 that are to be negotiated
within specified ranges, which may result in lower-than-expected revenues for certain vessels.
The Bunge master charter agreement provides for daily hire rates beginning in 2007 that are to
be negotiated within specified ranges. To date, rates have been negotiated for 2007, but if the
actual daily hire rate for one or more vessels were below expected rates in future periods, our
results of operations could be materially and adversely affected. The Bunge master charter
agreement also provides that in the event the parties are unable to reach agreement in respect of
rates for the following year, the contract will be automatically terminated. If any such
termination occurred, particularly during a depressed charter hire market, we may be unable to
rehire the applicable vessels at favorable rates or at all, and our results of operations may be
materially and adversely affected.
We may sell one or more of the 17 drybulk vessels that we have recently purchased or have
agreed to purchase in the acquisition and forego any anticipated revenues and cash flows from
operating any of the vessels we sell.
While we have purchased 10 vessels in the acquisition and intend to purchase an additional 7
drybulk vessels in the acquisition, attractive opportunities may arise to sell one or more of these
vessels while they are under construction or after they are delivered. We will review any such
opportunity and may conclude that the sale of one
31
or more vessels would be in our best interests. If we sell a vessel, we would forego any
anticipated revenues and anticipated cash flows from operating the vessel over its useful life.
Risks Relating to the Warrants
Future sales of our common stock may result in a decrease in the market price of our common stock,
even if our business is doing well.
The market price of our common stock could decline due to the issuance and subsequent sales of
a large number of shares of our common stock in the market or the perception that such sales could
occur following the exercise of the warrants. This could make it more difficult to raise funds
through future offerings of common stock or securities convertible into common stock.
We had outstanding 49,713,354 shares of our common stock, based on the number of shares of
common stock outstanding as of September 30, 2006. Assuming an exercise of the warrants to purchase
common stock, we would have an additional 8,182,232 shares of common stock outstanding or a total
of 57,895,586 shares of common stock, all of which may be resold in the public market.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
On August 11, 2006, all 2,045,558 shares of the Companys outstanding shares of 12%
Mandatorily Convertible Preferred Stock were automatically converted into shares of the Companys
common stock at a ratio 12.5 common shares per preferred share. Under the terms of the Statement of
Designation governing the preferred stock, the preferred stock was automatically converted into
common stock upon an affirmative vote of common shareholders approving a conversion. This
affirmative vote was obtained at a Special Meeting of Stockholders on August 11, 2006.
As a result of the conversion, 24,569,462 shares of common stock were issued to the former
holders of preferred stock. No consideration was received by the Company as a part of the
conversion. In addition, the Company paid no commission or other remuneration to solicit the
conversion; accordingly, the conversion was exempt from registration under Section 3(a)(9) of the
Securities Act of 1933.
Item 4. Submission of Matters to a Vote of Security Holders
We held a special meeting of stockholders on August 11, 2006, in Calgary, Alberta, Canada. The
proposal presented for approval at the meeting was:
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The conversion of the Companys 12% Mandatorily Convertible Preferred Stock into shares
of common stock; |
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|
The exercisability of the 8,182,232 Class A Warrants to purchase shares of the Companys
common stock; and |
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|
The issuance of shares of the Companys common stock upon conversion of the shares of
Preferred Stock and the exercise of the Warrants. |
As of the record date of the meeting, 24,148,242 shares of common stock were outstanding, and
15,529,097 shares were voted. The proposal was approved. 15,259,859 shares voted in favor of the
proposal, 55,857 shares voted against the proposal, and 213,381 shares abstained.
Item 6. Exhibits
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Exhibit |
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No. |
|
|
|
Description |
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3.1* |
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Amended and Restated Articles of Incorporation |
|
3.2 |
|
|
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Articles
of Amendment of Articles of Incorporation (incorporated by reference
to Exhibit 3.1 to the Current Report on Form 8-K filed by the Company
on August 17, 2006) |
|
3.3* |
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|
Amended and Restated By-laws |
|
4.1* |
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Form of Share Certificate |
|
4.2** |
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Form of Unit Certificate |
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4.3** |
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Form of Preferred Stock Certificate |
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4.4** |
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Form of Warrant |
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4.5** |
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Statement of Designations |
|
4.6** |
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Warrant Agreement |
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10.1* |
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Agreement Related to Credit Facility |
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10.2* |
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First Supplemental Agreement to US$262,456,000 Credit Facility |
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10.3* |
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Second Supplemental Agreement to US$262,456,000 Credit Facility |
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10.4* |
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Registration Rights Agreement |
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10.5** |
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Memorandum of Agreement for purchase of Bulk One |
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10.6** |
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Memorandum of Agreement for purchase of Bulk Two |
|
10.7** |
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Memorandum of Agreement for purchase of Bulk Three |
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10.8** |
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Memorandum of Agreement for purchase of Bulk Four |
|
10.9** |
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Memorandum of Agreement for purchase of Bulk Five |
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10.10** |
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Memorandum of Agreement for purchase of Bulk Six |
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10.11** |
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Memorandum of Agreement for purchase of Bulk Seven |
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10.12** |
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Memorandum of Agreement for purchase of Bulk Eight |
32
|
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Exhibit |
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No. |
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|
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Description |
|
10.13** |
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Memorandum of Agreement for purchase of Kamsarmax H.1373 |
|
10.14** |
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Memorandum of Agreement for purchase of Kamsarmax H.1374 |
|
10.15** |
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Memorandum of Agreement for purchase of Kamsarmax H.1375 |
|
10.16** |
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Memorandum of Agreement for purchase of Kamsarmax H.1394 |
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10.17** |
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Memorandum of Agreement for purchase of Kamsarmax H.1395 |
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10.18** |
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Memorandum of Agreement for purchase of Kamsarmax H.1357 |
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10.19** |
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Memorandum of Agreement for purchase of Kamsarmax H.1358 |
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10.20** |
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Memorandum of Agreement for purchase of Kamsarmax H.1396 |
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10.21** |
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Memorandum of Agreement for purchase of Kamsarmax H.1359 |
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10.22** |
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Master Time Charter Party and Block Agreement dated November 21, 2005 |
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10.23** |
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Novation Agreement |
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10.24* |
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2005 Stock Incentive Plan |
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10.25 |
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Form of Employee Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.1 to |
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Current Report on Form 8-K filed January 13, 2006) |
|
10.26 |
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Form of Director Restricted Stock Award Agreement (incorporated by reference to Exhibit 10.2 to
Current Report on Form 8-K filed January 13, 2006) |
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10.27 |
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Revolving Credit Facility (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K
filed October 6, 2005) |
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10.28 |
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Services Agreement between Quintana Maritime Limited and Quintana Minerals Corporation, dated as of
October 31, 2005 (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed
November 3, 2005) |
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10.29 |
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Loan
Agreement ($735 million revolving credit facility) (incorporated by
reference to Exhibit 10.1 to the Current Report on Form 8-K filed by
the Company on July 24, 2006) |
|
31.1*** |
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Certification pursuant to Section 302 of the Sarbanes- Oxley Act of 2002 by Chief Executive Officer. |
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31.2*** |
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Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by Chief Financial Officer. |
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32.1**** |
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Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by Chief Executive Officer. |
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32.2**** |
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Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by Chief Financial Officer. |
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* |
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Incorporated by reference to the Companys Registration Statement filed on Form S-1 (File No.
333-124576) with the Securities and Exchange Commission on July 14, 2005. |
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** |
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Incorporated by reference to Amendment No. 1 to the Companys Registration Statement filed on
Form S-1 (File No. 333-135309) with the Securities and Exchange Commission on July 21, 2006 |
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*** |
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Filed herewith |
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**** |
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Furnished herewith |
33
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,
on the 9th day of November 2006.
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QUINTANA MARITIME LIMITED
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By: |
/s/ Stamatis Molaris
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Stamatis Molaris |
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Chief Executive Officer, President and Director
(Principal Executive Officer) |
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/s/ Paul J. Cornell
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Paul J. Cornell |
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Chief Financial Officer
(Principal Financial Officer; Principal Accounting Officer) |
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EXHIBIT INDEX
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Exhibit |
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|
|
Number |
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Description |
31.1***
|
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Certification pursuant to Section 302 of the Sarbanes- Oxley Act of 2002 by Chief Executive Officer. |
31.2***
|
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|
Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 by Chief Financial Officer. |
32.1****
|
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|
Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by Chief Executive Officer. |
32.2****
|
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|
Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 by Chief Financial Officer. |