UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO
RULE 13a-16 OR
15d-16 UNDER THE SECURITIES EXCHANGE ACT OF
1934
For the month of November 2024
Commission File Number 001-33060
DANAOS CORPORATION
(Translation of registrant’s name into English)
Danaos Corporation
c/o Danaos Shipping Co. Ltd.
14 Akti Kondyli
185 45 Piraeus
Greece
Attention: Secretary
011 030 210 419 6480
(Address of principal executive office)
Indicate by check mark whether the
registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F x Form 40-F ¨
EXHIBIT INDEX
*****
This report on Form 6-K is hereby incorporated
by reference into the Company’s (i) Registration Statement on Form F-3 (Reg. No. 333-237284) filed with the SEC on March 19, 2020, (ii) the post effective Amendment to Form F-1 in the Registration Statement on Form F-3 (Reg. No. 333-226096) filed with the SEC on March 6, 2019, (iii) Registration Statement on Form F-3 (Reg. No. 333-174494) filed with the SEC on May 25, 2011, (iv) Registration Statement on Form F-3 (Reg. No. 333-147099), the related prospectus
supplements filed with the SEC on December 17, 2007, January 16, 2009 and March 27, 2009, (v) Registration Statement
on Form S-8 (Reg. No. 333-233128) filed with the SEC on August 8, 2019 and the reoffer prospectus, dated August 8,
2019, contained therein, (vi) Registration Statement on Form S-8 (Reg. No. 333-138449) filed with the SEC on November 6, 2006 and the reoffer prospectus, dated November 6, 2006, contained therein, (vii) Registration Statement on Form F-3 (Reg. No. 333-169101) filed with the SEC on October 8, 2010, (viii) Registration Statement on Form F-3 (Reg. No. 333-255984) filed with the SEC on May 10, 2021 and (ix) Registration Statement on Form F-3 (Reg. No. 333-270457) filed with the SEC on March 10, 2023.
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.
Date:
November 12, 2024
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DANAOS CORPORATION |
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By: |
/s/ Evangelos Chatzis |
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Name: |
Evangelos Chatzis |
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Title: |
Chief Financial Officer |
EXHIBIT 99.1
DANAOS CORPORATION
OPERATING AND FINANCIAL REVIEW AND PROSPECTS
The following discussion
and analysis should be read in conjunction with our interim condensed consolidated financial statements (unaudited) and the notes thereto
included elsewhere in this report.
Results of Operations
Three months ended September 30, 2024 compared to three
months ended September 30, 2023
During
the three months ended September 30, 2024, Danaos Corporation (”Danaos or the “Company”) had an average of 71.1
container vessels and 9.9 Capesize drybulk vessels compared to 68.0 container vessels and no drybulk vessels during the three
months ended September 30, 2023. Our container vessels utilization remained stable at 97.7% in each of the three months ended September 30,
2024 and September 30, 2023.
Operating Revenues
Operating revenues increased
by 7.1%, or $17.0 million, to $256.2 million in the three months ended September 30, 2024 from $239.2 million in the three months
ended September 30, 2023.
Operating revenues of our
container vessels segment decreased by 1.5%, or $3.6 million, to $235.6 million in the three months ended September 30, 2024 from
$239.2 million in the three months ended September 30, 2023, analyzed as follows:
| · | a
$14.0 million increase in revenues in the three months ended September 30, 2024 compared
to the three months ended September 30, 2023 as a result of vessel additions; |
| · | a
$7.1 million increase in revenues in the three months ended September 30, 2024 compared
to the three months ended September 30, 2023 due to higher non-cash revenue recognition
in accordance with US GAAP; |
| · | a
$17.9 million decrease in revenues in the three months ended September 30, 2024 compared
to the three months ended September 30, 2023 as a result of lower charter rates; |
| · | a
$2.4 million decrease in revenues in the three months ended September 30, 2024 compared
to the three months ended September 30, 2023 due to vessel disposals; and |
| · | a
$4.4 million decrease in revenues in the three months ended September 30, 2024 compared
to the three months ended September 30, 2023 due to decreased amortization of assumed
time charters. |
Operating revenues of our
drybulk vessels segment added an incremental $20.6 million of revenues in the three months ended September 30, 2024 compared to
no such operating revenues in the three months ended September 30, 2023.
Voyage Expenses
Voyage expenses increased
by $8.0 million to $17.0 million in the three months ended September 30, 2024 from $9.0 million in the three months ended September 30,
2023 primarily as a result of the $9.2 million in voyage expenses related to our recently acquired 10 Capesize drybulk vessels, which
generated revenue partially from voyage charter agreements, compared to no such expenses related to our drybulk vessels in the three
months ended September 30, 2023.
Voyage expenses of container
vessels segment decreased by $1.2 million to $7.8 million in the three months ended September 30, 2024 from $9.0 million in the
three months ended September 30, 2023.
Voyage expenses of drybulk
vessels segment were $9.2 million in the three months ended September 30, 2024 compared to no voyage expenses in the three months
ended September 30, 2023. Total voyage expenses of drybulk vessels comprised $1.2 million commissions and $8.0 million other voyage
expenses, mainly bunkers consumption and port expenses, in the three months ended September 30, 2024.
Vessel Operating Expenses
Vessel operating expenses
increased by $10.4 million to $49.9 million in the three months ended September 30, 2024 from $39.5 million in the three
months ended September 30, 2023, primarily as a result of the increase in the average number of vessels in our fleet due to recent
container vessel newbuilds deliveries and dry bulk vessels acquisitions and the increase in average daily operating cost of our vessels
to $6,860 per vessel per day for the three months ended September 30, 2024 compared to $6,499 per vessel per day for the three months
ended September 30, 2023. Management believes that our daily operating costs remain among the most competitive in the industry.
Depreciation
Depreciation expense increased
by 19.8%, or $6.4 million, to $38.7 million in the three months ended September 30, 2024 from $32.3 million in the three months
ended September 30, 2023 mainly due to depreciation expense related to 10 recently acquired Capesize drybulk vessels and 5 recently
delivered container vessel newbuilds.
Amortization of Deferred Drydocking and Special
Survey Costs
Amortization of deferred
dry-docking and special survey costs increased by $2.7 million to $7.5 million in the three months ended September 30, 2024 from
$4.8 million in the three months ended September 30, 2023.
General and Administrative
Expenses
General and administrative
expenses increased by $3.9 million, to $11.0 million in the three months ended September 30, 2024 from $7.1 million in the three
months ended September 30, 2023. The increase was mainly attributable to increased stock-based compensation and management fees.
Net Gain on Disposal/Sale of Vessels
In March 2024, we sold
for scrap the vessel Stride, which had been off-hire since January 8, 2024 due to damage from a fire in the engine room that
was subsequently contained. We collected $9.9 million net insurance proceeds for total loss of vessel and recognized a gain on disposal
of this vessel amounting to $7.1 million in the six months ended June 30, 2024. In the three months ended September 30, 2024,
we recognized $0.4 million of expenses related to this vessel disposal, which reduced the total gain to $6.7 million in the nine months
ended September 30, 2024. The proceedings with the insurers are in progress as of September 30, 2024, and any additional gain
will be recognized upon their finalization.
Interest Expense and Interest Income
Interest expense increased
by $3.7 million, to $8.0 million in the three months ended September 30, 2024 from $4.3 million in the three months ended September 30,
2023. The increase in interest expense is a result of:
| · | a
$4.2 million increase in interest expense due to an increase in our average indebtedness
by $224.7 million between the two periods, which was partially offset by a decrease in our
debt service cost by approximately 0.26%, mainly as a result of a reduction in the financing
margin cost. Average indebtedness was $646.8 million in the three months ended September 30,
2024, compared to average indebtedness of $422.1 million in the three months ended September 30,
2023; |
| · | a
$0.1 million increase in the amortization of deferred finance costs; which were partially
offset by |
| · | a
$0.6 million decrease in interest expense due to an increase in capitalized interest expense
on our vessels under construction in the three months ended September 30, 2024. |
As of September 30,
2024, our outstanding debt, gross of deferred finance costs, was $689.5 million, which included $262.8 million principal amount of our
Senior Notes. These balances compare to debt of $417.4 million, which included $262.8 million principal amount of our Senior Notes as
of September 30, 2023. The increase in our outstanding debt is mainly due to loans drawn down to partially finance our container
vessel newbuildings.
Interest income remained
stable at $3.1 million in each of the three months ended September 30, 2024 and September 30, 2023.
Gain on Investments
Following the all-stock merger
of Eagle Bulk Shipping Inc. with Star Bulk Carriers Corp. (“SBLK”) completed on April 9, 2024, we currently own 4,070,214
shares of common stock of SBLK. The loss on investments of $2.8 million in the three months ended September 30, 2024 represents
the change in fair value of these marketable securities. This compares to a $9.3 million loss on marketable securities in the three months
ended September 30, 2023.
Dividend Income
Dividend income of $2.8 million
was recognized on SBLK common shares in the three months ended September 30, 2024 compared to $0.9 million dividend income in the
three months ended September 30, 2023.
Equity Loss on Investments
Equity loss on investments
amounting to $1.2 million and $0.5 million in the three months September 30, 2024 and September 30, 2023, respectively, relates
to our share of initial expenses of Carbon Termination Technologies Corporation (“CTTC”), currently engaged in the research
and development of decarbonization technologies for the shipping industry.
Other Finance Expenses
Other finance expenses decreased
by $0.3 million to $0.9 million in the three months ended September 30, 2024 compared to $1.2 million in the three months ended
September 30, 2023.
Loss on Derivatives
Amortization of deferred
realized losses on interest rate swaps remained stable at $0.9 million in each of the three months ended September 30, 2024 and
September 30, 2023.
Other Income/(expenses),
net
Other expenses, net amounted
to $0.7 million in the three months ended September 30, 2024 compared to $1.1 million other income, net in the three months ended
September 30, 2023.
Nine months ended September 30, 2024
compared to nine months ended September 30, 2023
During
the nine months ended September 30, 2024, Danaos had an average of 69.3 container vessels and 8.2 Capesize drybulk vessels
compared to 68.1 container vessels and no drybulk vessels during the nine months ended September 30, 2023. Our container vessels
utilization for the nine months ended September 30, 2024 was 97.4% compared to 97.8% for the nine months ended September 30,
2023.
Operating Revenues
Operating revenues increased
by 4.4%, or $31.6 million, to $755.9 million in the nine months ended September 30, 2024 from $724.3 million in the nine months
ended September 30, 2023.
Operating revenues of our
container vessels segment decreased by 3.4%, or $24.7 million, to $699.6 million in the nine months ended September 30, 2024 from
$724.3 million in the nine months ended September 30, 2023, analyzed as follows:
| · | a
$18.9 million increase in revenues in the nine months ended September 30, 2024 compared
to the nine months ended September 30, 2023 as a result of vessel additions; |
| · | a
$20.5 million decrease in revenues in the nine months ended September 30, 2024 compared
to the nine months ended September 30, 2023 mainly as a result of lower charter rates
and decreased vessel utilization; |
| · | a
$7.5 million decrease in revenues in the nine months ended September 30, 2024 compared
to the nine months ended September 30, 2023 due to vessel disposals; |
| · | a
$12.3 million decrease in revenues in the nine months ended September 30, 2024 compared
to the nine months ended September 30, 2023 due to decreased amortization of assumed
time charters; and |
| · | a
$3.3 million decrease in revenues in the nine months ended September 30, 2024 compared
to the nine months ended September 30, 2023 due to lower non-cash revenue recognition
in accordance with US GAAP. |
Operating revenues of our
drybulk vessels segment added an incremental $56.3 million of revenues in the nine months ended September 30, 2024 compared to no
such operating revenues in the nine months ended September 30, 2023.
Voyage Expenses
Voyage expenses increased
by $24.8 million to $50.0 million in the nine months ended September 30, 2024 from $25.2 million in the nine months ended September 30,
2023 primarily as a result of the $25.5 million in voyage expenses related to our recently acquired 10 Capesize drybulk vessels, which
generated revenue partially from voyage charter agreements, compared to no such expenses related to drybulk vessels in the nine months
ended September 30, 2023.
Voyage expenses of container
vessels segment decreased by $0.7 million to $24.5 million in the nine months ended September 30, 2024 from $25.2 million in the
nine months ended September 30, 2023 mainly due to decreased other voyage expenses. Total voyage expenses of container vessels comprised
$24.3 million commissions and $0.2 million other voyage expenses in the nine months ended September 30, 2024.
Voyage expenses of drybulk
vessels segment were $25.5 million in the nine months ended September 30, 2024 compared to no voyage expenses in the nine months
ended September 30, 2023. Total voyage expenses of drybulk vessels comprised $3.4 million commissions and $22.1 million other voyage
expenses, mainly bunkers consumption and port expenses, in the nine months ended September 30, 2024.
Vessel Operating Expenses
Vessel operating expenses
increased by $18.1 million to $140.1 million in the nine months ended September 30, 2024 from $122.0 million in the nine
months ended September 30, 2023, primarily as a result of the increase in the average number of vessels in our fleet due to recent
container vessel newbuilds and dry bulk vessels acquisitions, while the average daily operating cost of our vessels remained stable at
$6,775 per vessel per day for the nine months ended September 30, 2024 compared to $6,758 per vessel per day for the nine months
ended September 30, 2023. Management believes that our daily operating costs remain among the most competitive in the industry.
Depreciation
Depreciation expense increased
by 12.7%, or $12.2 million, to $108.0 million in the nine months ended September 30, 2024 from $95.8 million in the nine months
ended September 30, 2023 mainly due to depreciation expense related to 10 recently acquired Capesize drybulk vessels and 5 recently
delivered container vessel newbuilds.
Amortization of Deferred Drydocking and Special
Survey Costs
Amortization of deferred
dry-docking and special survey costs increased by $6.8 million to $19.9 million in the nine months ended September 30, 2024 from
$13.1 million in the nine months ended September 30, 2023.
General and Administrative Expenses
General and administrative
expenses increased by $11.4 million, to $32.5 million in the nine months ended September 30, 2024 from $21.1 million in the nine
months ended September 30, 2023. The increase was mainly attributable to increased stock-based compensation and management fees.
Net Gain on Disposal/Sale of Vessels
In March 2024, we sold
for scrap the vessel Stride, which had been off-hire since January 8, 2024 due to damage from a fire in the engine room that
was subsequently contained. We collected $9.9 million net insurance proceeds for total loss of vessel and recognized a gain on disposal
of this vessel amounting to $7.1 million in the six months ended June 30, 2024. In the three months ended September 30, 2024,
we recognized $0.4 million expenses related to this vessel disposal, which reduced the total gain to $6.7 million in the nine months
ended September 30, 2024. The proceedings with the insurers are in progress as of September 30, 2024, and any additional gain
will be recognized upon their finalization.
In
January 2023, we completed the sale of the container vessel Amalia C for net proceeds of $4.9 million resulting in a gain
of $1.6 million.
Interest Expense and Interest Income
Interest expense decreased
by $0.7 million, to $16.2 million in the nine months ended September 30, 2024 from $16.9 million in the nine months ended September 30,
2023. The decrease in interest expense is a result of:
| · | a
$4.8 million decrease in interest expense due to an increase in capitalized interest expense
on our vessels under construction in the nine months ended September 30, 2024; and |
| · | a
$0.2 million decrease in the amortization of deferred finance costs; which were partially
offset by |
| · | a
$4.3 million increase in interest expense due to an increase in our debt service cost by
approximately 0.15% as a result of higher SOFR rates, partially offset by a reduction in
our financing margin cost, and by an increase in our average indebtedness by $61.7 million
between the two periods. Average indebtedness was $524.6 million in the nine
months ended September 30, 2024, compared to average indebtedness of $462.9 million
in the nine months ended September 30, 2023. |
As of September 30,
2024, our outstanding debt, gross of deferred finance costs, was $689.5 million, which included $262.8 million principal amount of our
Senior Notes. These balances compare to debt of $417.4 million, which included $262.8 million principal amount of our Senior Notes as
of September 30, 2023. The increase in our outstanding debt is mainly due to loans drawn down to partially finance our container
vessel newbuildings.
Interest income decreased
by $0.4 million to $9.0 million in the nine months ended September 30, 2024 compared to $9.4 million in the nine months ended September 30,
2023.
Gain on Investments
Following
the all-stock merger of Eagle Bulk Shipping Inc. with Star Bulk Carriers Corp. (“SBLK”) completed on April 9, 2024,
we currently own 4,070,214 shares of common stock of SBLK. The gain on investments of $10.4 million in the nine months ended September 30,
2024 represents the change in fair value of these marketable securities. This compares to a $2.9 million loss on marketable securities
in the nine months ended September 30, 2023.
Dividend Income
Dividend income of $6.8 million
was recognized on marketable securities in the nine months ended September 30, 2024 compared to $0.9 million in the nine months
ended September 30, 2023.
Loss on Debt Extinguishment
A
$2.3 million loss on early extinguishment of our leaseback obligations in the nine months ended September 30, 2023 compares to no
such loss in the nine months ended September 30, 2024.
Equity Loss on Investments
Equity loss on investments
amounting to $1.4 million and $3.9 million in the nine months September 30, 2024 and September 30, 2023, respectively, relates
to our share of initial expenses of CTTC, currently engaged in the research and development of decarbonization technologies for the shipping
industry.
Other Finance Expenses
Other finance expenses decreased
by $0.7 million to $2.7 million in the nine months ended September 30, 2024 compared to $3.4 million in the nine months ended September 30,
2023.
Loss on Derivatives
Amortization of deferred
realized losses on interest rate swaps remained stable at $2.7 million in each of the nine months ended September 30, 2024 and September 30,
2023.
Other Income/(expenses),
net
Other expenses, net amounted
to $0.6 million in each of the nine months ended September 30, 2024 and September 30, 2023.
Liquidity and Capital Resources
Our principal source of funds
has been operating cash flows, vessel sales, and long-term bank borrowings, as well as equity provided by our stockholders from our initial
public offering in October 2006; common stock sales in August 2010 and the fourth quarter of 2019, the capital contribution
of Danaos Investment Limited as Trustee of the 883 Trust (“DIL”) on August 10, 2018 and dividends and sales proceeds
from our divested investment in ZIM ordinary shares in 2022. In February 2021, we sold $300 million of 8.500% senior unsecured notes
due 2028 (the “Senior Notes”). In December 2022, we repurchased $37.2 million aggregate principal amount of our Senior
Notes in a privately negotiated transaction. We may also at any time and from time to time, seek to retire or purchase our outstanding
debt securities through cash purchases, in open-market purchases, privately negotiated transactions or otherwise. Our principal uses
of funds have been capital expenditures to establish, grow and maintain our fleet, including our expansion into the drybulk shipping
sector, comply with international shipping standards, environmental laws and regulations and to fund working capital requirements and
repayment of debt.
Our short-term liquidity
needs primarily relate to the funding of our vessel operating expenses, drydocking costs, installment payments for our contracted containership
newbuildings, debt interest payments, servicing our debt obligations, payment of dividends and repurchases of our common stock. Our long-term
liquidity needs primarily relate to installment payments for our contracted newbuildings and any additional vessel acquisitions in the
containership or drybulk sectors and debt repayment. We anticipate that our primary sources of funds will be cash from operations and
equity or debt financings. We currently expect that the sources of funds available to us will be sufficient to meet our known short-term
liquidity and long-term liquidity requirements.
Under our existing multi-year
charters as of September 30, 2024, we had $3.2 billion of total contracted cash revenues, with $225.0 million for the remainder
of 2024, $858.3 million for 2025, $700.6 million for 2026 and $1.4 billion thereafter. Although these contracted cash revenues are
based on contracted charter rates, we are dependent on the ability and willingness of our charterers to meet their obligations under
these charters. In May 2022, we received a $238.9 million charter hire prepayment related to charter contracts for 15 of our vessels,
representing partial prepayment of charter hire payable during the period from May 2022 through January 2027. This prepayment
is recorded as unearned revenue on our balance sheet and recognized as revenue in our income statement over the term of the applicable
charters.
As of September 30,
2024, we had cash and cash equivalents of $384.3 million. As of September 30, 2024, there was $303.75 million of remaining borrowing
availability under our Citibank $382.5 mil. Revolving Credit Facility and $151.0 million under our Syndicated $450.0 million Facility.
As of September 30, 2024, we had $689.5 million of outstanding indebtedness (gross of deferred finance costs), including $262.8
million relating to our Senior Notes. As of September 30, 2024, we were obligated to make quarterly fixed amortization payments,
totaling $31.7 million to September 30, 2025, related to the long-term bank debt. We are also obligated to make certain payments
to our Manager, Danaos Shipping, under our management agreement which has a term through December 31, 2025, as described in Note
14, Related Party Transactions, in the unaudited condensed consolidated financial statements included elsewhere in this report.
In March 2024, we entered
into a syndicated loan facility agreement of up to $450 million (“Syndicated $450.0 million Facility”), which is secured
by eight of our newbuilding container vessels. An amount of $299.0 million was drawn down until September 30, 2024 and subsequent
to September 30, 2024 we drew down an additional $63.0 million related to a delivery of a newbuilding vessel. This facility is repayable
in quarterly instalments up to September 2030. The facility bears interest at SOFR plus a margin of 1.85%. In June 2022, we
drew down $130.0 million under a new senior secured term loan facility from BNP Paribas and Credit Agricole, which is secured by six
5,466 TEU sister vessels acquired in 2021. This facility is repayable in 8 quarterly instalments of $5.0 million, followed by 12 quarterly
instalments of $1.9 million together with a balloon payment of $67.2 million payable over five-year term. An amount of $88.1 million
is outstanding as of September 30, 2024. In December 2022, we early extinguished the remaining $437.75 million of the Citibank/Natwest
$815 mil. Facility and replaced it with the $382.5 mil. Revolving Credit Facility with Citibank, out of which nil is drawn down as of
September 30, 2024 and with the Alpha Bank $55.25 mil. Facility, which was drawn down in full and under which $42.1 million is outstanding
as of September 30, 2024. The Citibank $382.5 mil. Revolving Credit Facility is reducing and repayable over 5 years in 20 quarterly
reductions of $11.25 million each together with a final reduction of $157.5 million at maturity in December 2027. We pay a commitment
fee at a rate of 0.8% per annum on the undrawn amount of this facility. The Alpha Bank $55.25 mil. Facility is repayable over 5 years
with 20 consecutive quarterly instalments of $1.875 million each, together with a balloon payment of $17.75 million at maturity in December 2027.
In
April 2022, we entered into contracts for the construction of four 8,000 TEU container vessels, of which two were delivered to us
from the shipyard in the second quarter of 2024, one was delivered in the third quarter of 2024 and one was delivered in October 2024.
In March 2022, we entered into contracts for the construction of two 7,100 TEU container vessels, of which one was delivered to
us from the shipyard in the second quarter of 2024 and one in the third quarter of 2024. In April 2023, we entered into contracts
for the construction of two 6,000 TEU container vessels with expected vessels delivery in 2025. In June 2023, we entered
into contracts for the construction of two 8,200 TEU container vessels with expected vessels delivery in 2026. In February and March 2024,
we entered into contracts for the construction of four 8,200 TEU container vessels with expected vessels deliveries in 2026 through 2027.
In June and July 2024, we entered into contracts for the construction of five 9,200 TEU container vessels and one 8,200 TEU
container vessel with expected deliveries in 2027 and 2028. As of September 30, 2024, the aggregate purchase price of the 15 remaining
vessel construction contracts amounts to $1,389.7 million, out of which $186.3 million, $57.7 million and $36.5 million was paid in the
nine months ended September 30, 2024 and in the years ended December 31, 2023 and 2022, respectively. The remaining contractual
commitments under these 15 vessel construction contracts are analyzed as follows as of September 30, 2024 (in millions of U.S. dollars):
Payments due by period ended | |
| |
December 31, 2024 | |
$ | 68.5 | |
December 31, 2025 | |
| 137.0 | |
December 31, 2026 | |
| 354.7 | |
December 31, 2027 | |
| 454.5 | |
December 31, 2028 | |
| 94.5 | |
Total contractual commitments | |
$ | 1,109.2 | |
In February 2024, we
entered into agreements to acquire three Capesize bulk carriers built in 2010 through 2011 that aggregate 529,704 DWT for a total purchase
price of $79.8 million. Two of these vessels were delivered to us in the second quarter of 2024 and one in July 2024.
Additionally, a supervision
fee of $850 thousand per newbuilding vessel is payable to Danaos Shipping Company Limited (the “Manager”) over the construction
period starting from steel cutting. Supervision fees totaling $2.6 million and $3.0 million were charged by the Manager and capitalized
to the vessels under construction in the nine months ended September 30, 2024 and in the year ended December 31, 2023, respectively.
Interest expense amounting to $16.8 million, $17.4 million and $5.0 million was capitalized to the vessels under construction in the
nine months ended September 30, 2024 and in the years ended December 31, 2023 and 2022, respectively.
In November 2024, we
declared a dividend of $0.85 per share of common stock payable on December 4, 2024 to holders of record on November 25, 2024.
We intend to pay a regular quarterly dividend on our common stock, which will have an impact on our liquidity. Payments of dividends
are subject to the discretion of our board of directors, provisions of Marshall Islands law affecting the payment of distributions to
stockholders and the terms of our credit facilities, which permit the payment of dividends so long as there has been no event of default
thereunder nor would occur as a result of such dividend payment, finance leases and Senior Notes, which include limitations on the amount
of dividends and other restricted payments that we may make, and will be subject to conditions in the container and drybulk shipping
industries, our financial performance and us having sufficient available excess cash and distributable reserves.
In June 2022, we announced
a share repurchase program of up to $100 million of our common stock. A $100 million increase to the existing share repurchase program,
for a total aggregate amount of $200 million, was approved by our Board of Directors on November 10, 2023. We repurchased 85,386
shares of our common stock in the open market for $6.3 million in the nine months ended September 30, 2024; 1,131,040 shares for
$70.6 million in the year ended December 31, 2023 and 466,955 shares for $28.6 million in the period ended December 31, 2022.
As of November 7, 2024, we had repurchased a total of 1,893,803 shares of common stock for $123.2 million under our share purchase
program. All purchases have been made on the open market within the safe harbor provisions of Regulation 10b-18 under the Exchange
Act. Under the share repurchase program, shares of our common stock may be purchased in open market or privately negotiated transactions,
at times and prices that are considered to be appropriate by the Company, and the program may be suspended or discontinued at any time.
Star Bulk Carriers Corp. Securities
In
June 2023, we acquired marketable securities of Eagle Bulk Shipping Inc., which was an owner of bulk carriers listed on the New
York Stock Exchange (Ticker: EGLE) consisting of 1,552,865 shares of common stock for $68.2 million (out of which $24.4 million from
Virage International Ltd., our related company). As of December 31, 2023, these marketable securities were fair valued at
$86.0 million and we recognized a $17.9 million gain on these marketable securities reflected under “Gain on investments”
in the condensed consolidated statement of income in the period ended December 31, 2023. On December 11, 2023, Star Bulk Carriers
Corp. (Ticker: SBLK), a NASDAQ-listed owner and operator of drybulk vessels and EGLE announced that both companies had entered into a
definitive agreement to combine in an all-stock merger, which was completed on April 9, 2024. Under the terms of the agreement,
EGLE shareholders received 2.6211 shares of SBLK common stock in exchange for each share of EGLE common stock owned. As a result, we
own 4,070,214 shares of common stock of Star Bulk Carriers Corp. fair valued at $96.4 million as of September 30, 2024. We recognized
a $10.4 million gain on marketable securities and dividend income on these securities amounting to $6.8 million in the nine months ended
September 30, 2024.
Carbon Termination Technologies Corporation
In March 2023, we invested
$4.3 million in the common shares of a newly established company Carbon Termination Technologies Corporation (“CTTC”), incorporated
in the Republic of the Marshall Islands, which represents our 49% ownership interest. CTTC currently engages in research and development
of decarbonization technologies for the shipping industry. In July 2024, the Company provided a $1.2 million loan to CTTC repayable
in one year. Equity method of accounting is used for this investment. Our share of CTTC’s initial expenses amounted to $1.4 million
and $4.0 million and is presented under “Equity loss on investments” in the condensed consolidated statements of income in
the nine months ended September 30, 2024 and in the period ended December 31, 2023, respectively.
Impact of the Wars in Ukraine and Gaza on the Company’s Business
The current conflict between
Russia and Ukraine, and related sanctions imposed by the U.S., EU and others, adversely affect the crewing operations of our Manager,
which has crewing offices in St. Petersburg, Odessa and Mariupol (damaged by the war), and trade patterns involving ports in the Black
Sea or Russia, and as well as impacting world energy supply and creating uncertainties in the global economy, which in turn impact containership
and drybulk demand. The extent of the impact will depend largely on future developments.
The
war between Israel and Hamas in the Gaza Strip, conflict with Hezbollah and potential disruption of shipping routes such as Houthi
attacks in the Red Sea and the Gulf of Aden, has not affected the Company’s business to date; however, an escalation of these conflicts
could have reverberations on the regional and global economies that could have the potential to adversely affect demand for cargoes and
the Company’s business.
Impact of Inflation and Interest Rates Risk on our Business
We continue to see near-term
impacts on our business due to elevated inflation in the United States of America, Eurozone and other countries, including ongoing global
prices pressures in the wake of the war in Ukraine, driving up energy prices and commodity prices, which continue to affect our operating
expenses. Interest rates have increased rapidly and substantially as central banks in developed countries raised interest rates in an
effort to subdue inflation. The eventual long-term implications of tight monetary policy, and higher long-term interest rates may continue
to drive a higher cost of capital for our business, particularly as our level of indebtedness may increase as we finance the acquisition
cost of our contracted containership newbuildings and other vessel acquisitions.
Segments
Until the acquisition of
the drybulk vessels in 2023, we reported financial information and evaluated our operations by total charter revenues. Since 2023, for
management purposes, we are organized based on operating revenues generated from container vessels and drybulk vessels and have two reporting
segments: (1) a container vessels segment and (2) a drybulk vessels segment. The container vessels segment owns and operates
container vessels which are primarily chartered on multi-year, fixed-rate time charter and bareboat charter agreements. The drybulk vessels
segment owns and operates drybulk vessels to provide drybulk commodities transportation services.
Our chief operating decision
maker monitors and assesses the performance of the container vessels segment and the drybulk vessels segment based on net income. Items
included in the applicable segment’s net income are directly allocated to the extent that the items are directly or indirectly
attributable to the segments. With regards to the items that are allocated by indirect calculations, their allocation is commensurate
to the utilization of key resources. Investments in marketable securities and investments in affiliates accounted for using the equity
method of accounting are not allocated to any of our reportable segments.
The following table summarizes
our selected financial information for the nine months ended and as of September 30, 2024, by segment (in thousands):
| |
Container
vessels segment | | |
Drybulk
vessels
segment | | |
Total | |
Operating revenues | |
$ | 699,567 | | |
$ | 56,364 | | |
$ | 755,931 | |
Voyage expenses | |
| (24,548 | ) | |
| (25,471 | ) | |
| (50,019 | ) |
Vessel operating expenses | |
| (122,949 | ) | |
| (17,121 | ) | |
| (140,070 | ) |
Depreciation | |
| (100,775 | ) | |
| (7,194 | ) | |
| (107,969 | ) |
Amortization of deferred drydocking and special survey costs | |
| (19,062 | ) | |
| (847 | ) | |
| (19,909 | ) |
Interest income | |
| 8,960 | | |
| - | | |
| 8,960 | |
Interest expense | |
| (16,243 | ) | |
| - | | |
| (16,243 | ) |
| |
| | | |
| | | |
| | |
Net income per segment | |
$ | 396,144 | | |
$ | 2,689 | | |
$ | 398,833 | |
Gain on investments,
dividend income and equity loss on investments | |
| | | |
| | | |
| 15,813 | |
Net income | |
| | | |
| | | |
$ | 414,646 | |
| |
Container
vessels segment | | |
Drybulk
vessels
segment | | |
Total | |
Total assets per segment | |
$ | 3,890,116 | | |
$ | 267,199 | | |
$ | 4,157,315 | |
Marketable securities | |
| | | |
| | | |
| 96,423 | |
Receivables from
affiliates | |
| | | |
| | | |
| 80 | |
Total assets | |
| | | |
| | | |
$ | 4,253,818 | |
The following table
summarizes the Company’s selected financial information for the nine months ended September 30, 2023, by segment (in thousands):
| |
Container
vessels segment | | |
Drybulk
vessels
segment | | |
Total | |
Operating revenues | |
$ | 724,268 | | |
| - | | |
$ | 724,268 | |
Voyage expenses | |
| (25,241 | ) | |
| - | | |
| (25,241 | ) |
Vessel operating expenses | |
| (121,951 | ) | |
$ | (43 | ) | |
| (121,994 | ) |
Depreciation | |
| (95,754 | ) | |
| (10 | ) | |
| (95,764 | ) |
Amortization of deferred drydocking and special survey
costs | |
| (13,109 | ) | |
| - | | |
| (13,109 | ) |
Interest income | |
| 9,410 | | |
| - | | |
| 9,410 | |
Interest expense | |
| (16,909 | ) | |
| - | | |
| (16,909 | ) |
| |
| | | |
| | | |
| | |
Net income/(loss) per segment | |
$ | 432,283 | | |
$ | (59 | ) | |
$ | 432,224 | |
Loss on investments, dividend income
and equity loss on investments | |
| | | |
| | | |
| (5,846 | ) |
Net income | |
| | | |
| | | |
$ | 426,378 | |
Cash Flows
| |
Nine Months | | |
Nine Months | |
| |
ended | | |
ended | |
| |
September 30,
2024 | | |
September 30,
2023 | |
| |
| | |
| |
| |
| |
| |
(In thousands) | |
Net cash provided by operating activities | |
$ | 465,111 | | |
$ | 430,112 | |
Net cash used in investing activities | |
$ | (572,237 | ) | |
$ | (198,551 | ) |
Net cash provided by/(used in) financing activities | |
$ | 219,653 | | |
$ | (192,939 | ) |
Net Cash Provided by Operating Activities
Net cash flows provided by
operating activities increased by $35.0 million, to $465.1 million provided by operating activities in the nine months ended September 30,
2024 compared to $430.1 million provided by operating activities in the nine months ended September 30, 2023. This increase is attributed
to (i) a $68.4 million increase in net operating revenues, (ii) a $2.4 million decrease in net finance costs, (iii) a
$5.9 million increase in dividend income from investments and (iv) a $7.0 million change in working capital, which were partially
offset by (i) a $41.6 million increase in operating expenses and (ii) $7.1 million increase in payments for drydocking and
special survey costs.
Net Cash Used in Investing
Activities
Net cash flows used in investing
activities increased by $373.7 million, to $572.2 million used in investing activities in the nine months ended September 30, 2024
compared to $198.5 million used in investing activities in the nine months ended September 30, 2023. The increase was due to
(i) a $393.9 million increase in advance payments for vessels under construction including capitalized interest, (ii) a $51.9
million increase in advances and payments for vessel acquisitions and (iii) a $7.4 million increase in additions to vessel cost,
which were partially offset by (i) a $73.2 million decrease in investments and (ii) a $6.3 million increase in net sale and
insurance proceeds received from vessel disposals in the nine months ended September 30, 2024 compared to the nine months ended
September 30, 2023.
Net Cash Provided by/(Used
in) Financing Activities
Net cash flows provided by/(used
in) financing activities increased by $412.6 million, to $219.7 million provided by financing activities in the nine months ended September 30,
2024 compared to $192.9 million used in financing activities in the nine months ended September 30, 2023 mainly due to (i) $299.0
million new bank debt proceeds drawn down in the nine months ended September 30, 2024, (ii) $73.5 million decrease in loan
payments and payments of leaseback obligations that were fully repaid in the second quarter of 2023 and (iii) a $46.6 million decrease
in repurchase of our common stock, which were partially offset by (i) a $5.2 million increase in finance costs and (ii) a $1.3
million increase in dividend payments on our common stock.
Non-GAAP Financial Measures
We report our financial results
in accordance with U.S. generally accepted accounting principles (GAAP). Management believes, however, that certain non-GAAP financial
measures used in managing the business may provide users of this financial information additional meaningful comparisons between current
results and results in prior operating periods. Management believes that these non-GAAP financial measures can provide additional meaningful
reflection of underlying trends of the business because they provide a comparison of historical information that excludes certain items
that impact the overall comparability. Management also uses these non-GAAP financial measures in making financial, operating and planning
decisions and in evaluating our performance. See the table below for supplemental financial data and corresponding reconciliation to
GAAP financial measures. The non-GAAP financial measures should be viewed in addition to, and not as an alternative for, our reported
results prepared in accordance with GAAP. The non-GAAP financial measures as presented below may not be comparable to similarly titled
measures of other companies in the shipping or other industries.
EBITDA and Adjusted
EBITDA
EBITDA represents net income
before interest income and expense, taxes, depreciation, as well as amortization of deferred drydocking & special survey costs,
amortization of assumed time charters, amortization of deferred realized losses of cash flow interest rate swaps, amortization of finance
costs and commitment fees. Adjusted EBITDA represents net income before interest income and expense, taxes other than withholding taxes
on dividends received, depreciation, amortization of deferred drydocking & special survey costs, amortization of assumed time
charters, amortization of deferred realized losses of cash flow interest rate swaps, amortization of finance costs and commitment fees,
gain on investments, net gain on disposal/sale of vessels and stock-based compensation. We believe that EBITDA and Adjusted EBITDA assist
investors and analysts in comparing our performance across reporting periods on a consistent basis by excluding items that we do not
believe are indicative of our core operating performance. EBITDA and Adjusted EBITDA are also used: (i) by prospective and current
customers as well as potential lenders to evaluate potential transactions; and (ii) to evaluate and price potential acquisition
candidates. Our EBITDA and Adjusted EBITDA may not be comparable to that reported by other companies due to differences in methods of
calculation.
EBITDA and Adjusted EBITDA
have limitations as analytical tools, and should not be considered in isolation or as a substitute for analysis of our results as reported
under U.S. GAAP. Some of these limitations are: (i) EBITDA/Adjusted EBITDA does not reflect changes in, or cash requirements for,
working capital needs; and (ii) although depreciation and amortization are non-cash charges, the assets being depreciated and amortized
may have to be replaced in the future, and EBITDA/Adjusted EBITDA do not reflect any cash requirements for such capital expenditures.
In evaluating Adjusted EBITDA, you should be aware that in the future we may incur expenses that are the same as or similar to some of
the adjustments in this presentation. Our presentation of Adjusted EBITDA should not be construed as an inference that our future results
will be unaffected by unusual or non-recurring items. Because of these limitations, EBITDA/Adjusted EBITDA should not be considered as
principal indicators of our performance.
Reconciliation of Net Income to EBITDA and
Adjusted EBITDA
| |
Nine Months | | |
Nine Months | |
| |
ended | | |
ended | |
| |
September 30, 2024 | | |
September 30, 2023 | |
| |
| | |
| |
| |
| |
| |
(In thousands) | |
Net income | |
$ | 414,646 | | |
$ | 426,378 | |
Depreciation | |
| 107,969 | | |
| 95,764 | |
Amortization of deferred drydocking & special survey costs | |
| 19,909 | | |
| 13,109 | |
Amortization of assumed time charters | |
| (4,534 | ) | |
| (16,806 | ) |
Amortization of deferred realized losses of cash flow interest rate swaps | |
| 2,719 | | |
| 2,709 | |
Amortization of finance costs and commitment fees | |
| 3,534 | | |
| 3,965 | |
Interest income | |
| (8,983 | ) | |
| (9,410 | ) |
Interest expense excluding amortization of finance costs | |
| 14,674 | | |
| 15,174 | |
EBITDA | |
| 549,934 | | |
| 530,883 | |
Gain/(loss) on investments | |
| (10,395 | ) | |
| 2,895 | |
Loss on debt extinguishment | |
| - | | |
| 2,254 | |
Net gain on disposal/sale of vessels | |
| (6,651 | ) | |
| (1,639 | ) |
Adjusted EBITDA | |
$ | 532,888 | | |
$ | 534,393 | |
EBITDA increased by $19.0
million, to $549.9 million in the nine months ended September 30, 2024 from $530.9 million in the nine months ended September 30,
2023. This increase was mainly attributed to (i) a $19.2 million change in fair value of our investment and dividend income, (ii) a
$43.9 million increase in operating revenues (excluding $12.3 million decrease in amortization of assumed time charters), (iii) a
$5.0 million increase in net gain on disposal/sale of vessels, (iv) a $2.4 million decrease in equity loss on investments and (v) a
$2.2 million decrease in loss on debt extinguishment, which were partially offset by a $53.7 million increase in total operating expenses
in the nine months ended September 30, 2024 compared to the nine months ended September 30, 2023.
Adjusted EBITDA decreased
by $1.5 million, to $532.9 million in the nine months ended September 30, 2024 from $534.4 million in the nine months ended September 30,
2023. This decrease was mainly attributed to a $53.7 million increase in total operating expenses, which were partially offset by (i) a
$43.9 million increase in operating revenues (excluding $12.3 million decrease in amortization of assumed time charters), (ii) a
$2.4 million decrease in equity loss on investments and (iii) a $5.9 million increase in dividend income in the nine months ended
September 30, 2024. Adjusted EBITDA for the nine months ended September 30, 2024 is adjusted for a $10.4 million change in
fair value of our investments and a $6.7 million net gain on disposal/sale of vessels.
Net Income Reconciliation
to Adjusted EBITDA per segment (in thousands):
| |
Nine Months
Ended | | |
Nine Months
Ended | |
| |
September 30,
2024 | | |
September 30,
2023 | |
| |
Container
Vessels | | |
Drybulk
Vessels | | |
Other | | |
Total | | |
Container
Vessels | | |
Drybulk
Vessels | | |
Other | | |
Total | |
Net
income | |
$ | 396,144 | | |
$ | 2,689 | | |
$ | 15,813 | | |
$ | 414,646 | | |
$ | 432,283 | | |
$ | (59 | ) | |
$ | (5,846 | ) | |
$ | 426,378 | |
Depreciation | |
| 100,775 | | |
| 7,194 | | |
| - | | |
| 107,969 | | |
| 95,754 | | |
| 10 | | |
| - | | |
| 95,764 | |
Amortization
of deferred drydocking & special survey costs | |
| 19,062 | | |
| 847 | | |
| - | | |
| 19,909 | | |
| 13,109 | | |
| - | | |
| - | | |
| 13,109 | |
Amortization
of assumed time charters | |
| (4,534 | ) | |
| - | | |
| - | | |
| (4,534 | ) | |
| (16,806 | ) | |
| - | | |
| - | | |
| (16,806 | ) |
Amortization
of deferred finance costs and commitment fees | |
| 3,534 | | |
| - | | |
| - | | |
| 3,534 | | |
| 3,965 | | |
| - | | |
| - | | |
| 3,965 | |
Amortization
of deferred realized losses on interest rate swaps | |
| 2,719 | | |
| - | | |
| - | | |
| 2,719 | | |
| 2,709 | | |
| - | | |
| - | | |
| 2,709 | |
Interest
income | |
| (8,960 | ) | |
| - | | |
| (23 | ) | |
| (8,983 | ) | |
| (9,410 | ) | |
| - | | |
| - | | |
| (9,410 | ) |
Interest
expense excluding amortization of finance costs | |
| 14,674 | | |
| - | | |
| - | | |
| 14,674 | | |
| 15,174 | | |
| - | | |
| - | | |
| 15,174 | |
Change in
fair value of investments | |
| - | | |
| - | | |
| (10,395 | ) | |
| (10,395 | ) | |
| - | | |
| - | | |
| 2,895 | | |
| 2,895 | |
Loss on
debt extinguishment | |
| - | | |
| - | | |
| - | | |
| - | | |
| 2,254 | | |
| - | | |
| - | | |
| 2,254 | |
Net
gain on disposal/sale of vessels | |
| (6,651 | ) | |
| - | | |
| - | | |
| (6,651 | ) | |
| (1,639 | ) | |
| - | | |
| - | | |
| (1,639 | ) |
Adjusted
EBITDA(1) | |
$ | 516,763 | | |
$ | 10,730 | | |
$ | 5,395 | | |
$ | 532,888 | | |
$ | 537,393 | | |
$ | (49 | ) | |
$ | (2,951 | ) | |
$ | 534,393 | |
Time Charter Equivalent
Revenues and Time Charter Equivalent US$/day per segment
Time charter equivalent revenues
represent operating revenues less voyage expenses excluding commissions presented per container vessels segment and drybulk vessels segment
separately. Time charter equivalent US$/per day (“TCE rate”) represents the average daily TCE rate of our container vessels
segment and drybulk vessels segment calculated dividing time charter equivalent revenues of each segment by operating days of each segment.
Operating days of each segment is calculated by deducting vessels off-hire days of each segment from total ownership days of each segment.
TCE rate is a measure of the average daily net revenue performance of our vessels in each segment. TCE rate is a standard shipping industry
performance measure used primarily to compare period to period changes in a shipping company’s performance despite changes in the
mix of charter types i.e., voyage charters, time charters, bareboat charters under which its vessels may be employed between the periods.
Our method of computing TCE rate may not necessarily be comparable to TCE rates of other companies due to differences in methods of calculation.
We include TCE rate, a non- GAAP measure, as it provides additional meaningful information in conjunction with operating revenues, the
most directly comparable GAAP measure, and it assists our management in making decisions regarding the deployment and use of our operating
vessels and assists investors and our management in evaluating our financial performance.
Container vessels fleet utilization
| |
Three months
ended | | |
Three months
ended | | |
Nine months
ended | | |
Nine months
ended | |
| |
September 30, | | |
September 30, | | |
September 30, | | |
September 30, | |
Vessel Utilization (No. of Days) | |
2024 | | |
2023 | | |
2024 | | |
2023 | |
Ownership Days | |
| 6,540 | | |
| 6,256 | | |
| 18,978 | | |
| 18,594 | |
Less Off-hire Days: | |
| | | |
| | | |
| | | |
| | |
Scheduled Off-hire Days | |
| (127 | ) | |
| (119 | ) | |
| (289 | ) | |
| (349 | ) |
Other Off-hire Days | |
| (26 | ) | |
| (22 | ) | |
| (195 | ) | |
| (68 | ) |
Operating Days(1) | |
| 6,387 | | |
| 6,115 | | |
| 18,494 | | |
| 18,177 | |
Vessel Utilization | |
| 97.7 | % | |
| 97.7 | % | |
| 97.4 | % | |
| 97.8 | % |
| |
| | | |
| | | |
| | | |
| | |
Operating Revenues (in '000s of US$) | |
$ | 235,570 | | |
$ | 239,215 | | |
$ | 699,567 | | |
$ | 724,268 | |
Less: Voyage Expenses excluding commissions (in '000s of US$) | |
| 757 | | |
| (479 | ) | |
| (179 | ) | |
| (1,225 | ) |
Time Charter Equivalent Revenues (in '000s of US$) | |
| 236,327 | | |
| 238,736 | | |
| 699,388 | | |
| 723,043 | |
Time Charter Equivalent US$/per day(2) | |
$ | 37,001 | | |
$ | 39,041 | | |
$ | 37,817 | | |
$ | 39,778 | |
Drybulk vessels fleet utilization
| |
Three months
ended | | |
Three months
ended | | |
Nine months
ended | | |
Nine months
ended | |
| |
September 30, | | |
September 30, | | |
September 30, | | |
September 30, | |
Vessel Utilization (No. of Days) | |
2024 | | |
2023 | | |
2024 | | |
2023 | |
Ownership Days | |
| 913 | | |
| 5 | | |
| 2,244 | | |
| 5 | |
Less Off-hire Days: | |
| | | |
| | | |
| | | |
| | |
Scheduled Off-hire Days | |
| (119 | ) | |
| (5 | ) | |
| (240 | ) | |
| (5 | ) |
Other Off-hire Days | |
| (16 | ) | |
| - | | |
| (26 | ) | |
| - | |
Operating Days(1) | |
| 778 | | |
| - | | |
| 1,978 | | |
| - | |
Vessel Utilization | |
| 85.2 | % | |
| - | | |
| 88.1 | % | |
| - | |
| |
| | | |
| | | |
| | | |
| | |
Operating Revenues (in '000s of US$) | |
$ | 20,606 | | |
| - | | |
$ | 56,364 | | |
| - | |
Less: Voyage Expenses excluding commissions (in '000s of US$) | |
| (8,019 | ) | |
| - | | |
| (22,115 | ) | |
| - | |
Time Charter Equivalent Revenues (in '000s of US$) | |
| 12,587 | | |
| - | | |
| 34,249 | | |
| - | |
Time Charter Equivalent US$/per day(2) | |
$ | 16,179 | | |
| - | | |
$ | 17,315 | | |
| - | |
1. | We define Operating Days as the total number
of Ownership Days net of Scheduled off-hire days (days associated with scheduled repairs,
drydockings or special or intermediate surveys) and net of off-hire days associated
with unscheduled repairs or days waiting to find employment but including days our vessels
were sailing for repositioning. The shipping industry uses Operating Days to measure the
number of days in a period during which vessels actually generate revenues or are sailing
for repositioning purposes. Our definition of Operating Days may not be comparable to that
used by other companies in the shipping industry. |
2. | Time charter equivalent US$/per day (“TCE
rate”) represents the average daily TCE rate of our container vessels segment and drybulk
vessels segment calculated dividing time charter equivalent revenues of each segment by operating
days of each segment. TCE rate is a standard shipping industry performance measure used primarily
to compare period to period changes in a shipping company’s performance despite changes
in the mix of charter types i.e., voyage charters, time charters, bareboat charters under
which its vessels may be employed between the periods. Our method of computing TCE rate may
not necessarily be comparable to TCE rates of other companies due to differences in methods
of calculation. We include TCE rate, a non- GAAP measure, as it provides additional meaningful
information in conjunction with operating revenues, the most directly comparable GAAP measure,
and it assists our management in making decisions regarding the deployment and use of our
operating vessels and assists investors and our management in evaluating our financial performance. |
Credit Facilities
We,
as borrower or guarantor, and certain of our subsidiaries, as borrowers or guarantors, have entered into a number of credit facilities
in connection with financing the acquisition of certain vessels in our fleet. Our existing credit facilities are secured by, among other
things, our vessels (as described below). The following summarizes certain terms of our credit facilities and our Senior Notes as of
September 30, 2024:
Credit Facility | |
Outstanding Principal Amount (in millions) | | |
Collateral Vessels |
BNP Paribas/Credit Agricole $130.0 mil. Facility | |
$ | 88.1 | | |
The Wide Alpha, the Stephanie C, the Euphrates (ex Maersk Euphrates), the Wide Hotel, the Wide India and the Wide Juliet |
Alpha Bank $55.25 mil. Facility | |
$ | 42.1 | | |
The Bremen and the Kota Santos |
Syndicated $450.0 mil. Facility | |
$ | 296.5 | | |
The Interasia Accelerate, the Interasia Amplify, the Catherine C, the Greenland, the Greenville, the Hull No. HN4012, the Hull No. CV5900-07 and the Hull No. CV5900-08 |
Citibank $382.5 mil. Revolving Credit Facility | |
$ | - | | |
The Express Berlin, the Express Rome, the Express Athens, the Kota Plumbago (ex Hyundai Smart), the Speed (ex Hyundai Speed), the Ambition (ex Hyundai Ambition), the Pusan C, the Le Havre, the Europe, the America, the CMA CGM Musset, the Racine (ex CMA CGM Racine), the CMA CGM Rabelais, the CMA CGM Nerval, the YM Maturity and the YM Mandate |
Senior Notes | |
$ | 262.8 | | |
None |
As of September 30,
2024, there was $303.75 million of remaining borrowing availability under our Citibank $382.5 mil. Revolving Credit Facility and $151.0
million under our Syndicated $450.0 million Facility. As of September 30, 2024, 43 of our container vessels and 10 Capesize drybulk
carriers were unencumbered. See Note 8 “Long-term Debt, net” to our unaudited condensed consolidated financial statements
included in this report for additional information regarding our outstanding debt and the related repayment schedule.
Senior Notes
On February 11, 2021,
we consummated an offering of $300 million aggregate principal amount of 8.500% Senior Notes due 2028 of Danaos Corporation, which
we refer to as the Senior Notes. The Senior Notes are general senior unsecured obligations of Danaos Corporation.
The Senior Notes were issued
pursuant to an Indenture, dated as of February 11, 2021, between the Company and Citibank, N.A., London Branch, as trustee, paying
agent, registrar and transfer agent. The Senior Notes bear interest at a rate of 8.500% per year, payable in cash on March 1 and
September 1 of each year, commencing September 1, 2021. The Senior Notes will mature on March 1, 2028.
In December 2022, we
repurchased $37.2 million aggregate principal amount of our Senior Notes in a privately negotiated transaction. For additional details
regarding the Senior Notes please refer to Note 8, “Long-term Debt, net” in the unaudited condensed consolidated financial
statements included elsewhere in this report and “Item 5. Operating and Financial Review and Prospects –Senior Notes”
in our Annual Report on Form 20-F for the year ended December 31, 2023 filed with the Securities and Exchange Commission on
February 29, 2024.
Qualitative and Quantitative Disclosures about Market Risk
Interest Rate Swaps
In the past, we entered into
interest rate swap agreements converting floating interest rate exposure into fixed interest rates in order to hedge our exposure to
fluctuations in prevailing market interest rates, as well as interest rate swap agreements converting the fixed rate we paid in connection
with certain of our credit facilities into floating interest rates in order to economically hedge the fair value of the fixed rate credit
facilities against fluctuations in prevailing market interest rates. All of these interest rate swap agreements have expired and we do
not currently have any outstanding interest rate swap agreements. Refer to Note 9, “Financial Instruments”, to our unaudited
condensed consolidated financial statements included in this report.
Foreign Currency Exchange
Risk
We did not enter into derivative
instruments to hedge the foreign currency translation of assets or liabilities or foreign currency transactions during the nine months
ended September 30, 2024 and 2023.
Impact of Inflation
and Interest Rates Risk on our Business
We continue to see near-term
impacts on our business due to elevated inflation in the United States of America, Eurozone and other countries, including ongoing global
prices pressures in the wake of the war in Ukraine, driving up energy and commodity prices, which continue to affect our operating expenses.
Interest rates have increased rapidly and substantially as central banks in developed countries raise interest rates in an effort to
subdue inflation. The eventual implications of tighter monetary policy, and potentially higher long-term interest rates may drive a higher
cost of capital for our business.
Capitalization and Indebtedness
The table below sets forth
our consolidated capitalization as of September 30, 2024.
| · | on an actual basis; and |
| · | on
an as adjusted basis to reflect, in the period from October 1, 2024 to November 7,
2024, a $63.0 million drawdown on Syndicated $450.0 million Facility related to a delivery
of a newbuilding vessel and repurchases of 210,422 shares of our common stock for an aggregate
purchase price of $17.8 million. |
Other than these
adjustments, there have been no other material changes to our capitalization from debt or equity issuances, re-capitalizations, special
dividends, or debt repayments as adjusted in the table below between October 1, 2024 and November 7, 2024.
| |
As of September 30, 2024 | |
| |
Actual | | |
As adjusted | |
| |
| | |
| |
| |
| |
| |
(US Dollars in thousands) | |
Debt: | |
| | |
| |
Senior unsecured notes | |
$ | 262,766 | | |
$ | 262,766 | |
BNP Paribas/Credit Agricole $130 mil. Facility | |
| 88,100 | | |
| 88,100 | |
Alpha Bank $55.25 mil. Facility | |
| 42,125 | | |
| 42,125 | |
Syndicated $450.0 mil. Facility | |
| 296,485 | | |
| 359,485 | |
Citibank $382.5 mil. Revolving Credit Facility | |
| - | | |
| - | |
Total debt (1)(2) | |
$ | 689,476 | | |
$ | 752,476 | |
Stockholders’ equity: | |
| | | |
| | |
Preferred stock, par value $0.01 per share; 100,000,000 preferred shares authorized and none issued; actual and as adjusted | |
| - | | |
| - | |
Common stock, par value $0.01 per share; 750,000,000 shares authorized; 25,355,981 shares issued and 19,333,329 shares outstanding actual and 19,122,907 shares as adjusted | |
| 193 | | |
| 191 | |
Additional paid-in capital | |
| 688,649 | | |
| 670,896 | |
Accumulated other comprehensive loss | |
| (72,472 | ) | |
| (72,472 | ) |
Retained earnings (3) | |
| 2,770,070 | | |
| 2,770,070 | |
Total stockholders’ equity | |
| 3,386,440 | | |
| 3,368,685 | |
Total capitalization | |
$ | 4,075,916 | | |
$ | 4,121,161 | |
(1) | All
of the indebtedness reflected in the table, other than Danaos Corporation’s unsecured
senior notes due 2028 ($262.8 million on an actual basis), is secured and is guaranteed by
Danaos Corporation, in the case of loan obligations of our subsidiaries ($42.1 million on
an actual basis), or by our subsidiaries, in the case of indebtedness of Danaos Corporation
($384.6 million on an actual basis). See Note 8 “Long-Term Debt, net” to our
unaudited condensed consolidated financial statements included elsewhere in this report. |
(2) | Total
debt is presented gross of deferred finance costs, which amounted to $10.5 million. |
(3) | Does not reflect dividend of $0.85 per
share of common stock declared by the Company payable on December 4, 2024 to holders
of record as of November 25, 2024. |
Our Fleet
The
following table describes in detail our container vessels deployment profile as of November 7, 2024:
Vessel Details |
Charter Arrangements |
Vessel Name |
Year
Built |
Size
(TEU) |
Expiration of
Charter (1) |
Contracted
Employment
through (2) |
Charter
Rate (3) |
Extension Options (4) |
Period |
Charter
Rate |
Ambition (ex Hyundai Ambition) |
2012 |
13,100 |
April 2027 |
April 2027 |
$51,500 |
|
+ 6 months
+ 10.5 to 13.5 months
+ 10.5 to 13.5 months |
$51,500 $51,500 $51,500 |
Speed (ex Hyundai Speed) |
2012 |
13,100 |
March 2027 |
March 2027 |
$51,500 |
|
+ 6 months
+ 10.5 to 13.5 months
+ 10.5 to 13.5 months |
$51,500 $51,500 $51,500 |
Kota Plumbago (ex Hyundai Smart) |
2012 |
13,100 |
July 2027 |
July 2027 |
$54,000 |
|
+ 3 to 26 months |
$54,000 |
Kota Primrose (ex Hyundai Respect) |
2012 |
13,100 |
April 2027 |
April 2027 |
$54,000 |
|
+ 3 to 26 months |
$54,000 |
Kota Peony (ex Hyundai Honour) |
2012 |
13,100 |
March 2027 |
March 2027 |
$54,000 |
|
+ 3 to 26 months |
$54,000 |
Express Rome |
2011 |
10,100 |
May 2027 |
May 2027 |
$37,000 |
|
+ 6 months |
$37,000 |
Express Berlin |
2011 |
10,100 |
August 2026 |
August 2026 |
$33,000 |
|
+ 4 months |
$33,000 |
Express Athens |
2011 |
10,100 |
May 2027 |
May 2027 |
$37,000 |
|
+ 6 months |
$37,000 |
Le Havre |
2006 |
9,580 |
June 2028 |
June 2028 |
$58,500 |
|
+ 4 months |
$58,500 |
Pusan C |
2006 |
9,580 |
May 2028 |
May 2028 |
$58,500 |
|
+ 4 months |
$58,500 |
Bremen |
2009 |
9,012 |
January 2028 |
January 2028 |
$56,000 |
|
+ 4 months |
$56,000 |
C Hamburg |
2009 |
9,012 |
January 2028 |
January 2028 |
$56,000 |
|
+ 4 months |
$56,000 |
Niledutch Lion |
2008 |
8,626 |
May 2026 |
May 2026 |
$47,500 |
|
+ 4 months |
$47,500 |
Belita |
2006 |
8,533 |
July 2026 |
July 2026 |
$45,000 |
|
+ 6 months |
$45,000 |
Kota Manzanillo |
2005 |
8,533 |
February 2026 |
February 2026 |
$47,500 |
|
+ 4 months |
$47,500 |
CMA CGM Melisande |
2012 |
8,530 |
January 2028 |
January 2028 |
$34,500 |
|
+ 3 to 13.5 months |
$34,500 |
CMA CGM Attila |
2011 |
8,530 |
May 2027 |
May 2027 |
$34,500 |
|
+ 3 to 13.5 months |
$34,500 |
CMA CGM Tancredi |
2011 |
8,530 |
July 2027 |
July 2027 |
$34,500 |
|
+ 3 to 13.5 months |
$34,500 |
CMA CGM Bianca |
2011 |
8,530 |
September 2027 |
September 2027 |
$34,500 |
|
+ 3 to 13.5 months |
$34,500 |
CMA CGM Samson |
2011 |
8,530 |
November 2027 |
November 2027 |
$34,500 |
|
+ 3 to 13.5 months |
$34,500 |
America |
2004 |
8,468 |
April 2028 |
April 2028 |
$56,000 |
|
+ 4 months |
$56,000 |
Europe |
2004 |
8,468 |
May 2028 |
May 2028 |
$56,000 |
|
+ 4 months |
$56,000 |
Kota Santos |
2005 |
8,463 |
August 2026 |
August 2025 August 2026 |
$55,000 $50,000 |
|
+ 4 months |
$55,000 |
Catherine C (6) |
2024 |
8,010 |
May 2027 |
May 2027 |
$42,000 |
|
+ 3 months |
$42,000 |
Greenland (6) |
2024 |
8,010 |
June 2027 |
June 2027 |
$42,000 |
|
+ 3 months |
$42,000 |
Greenville (7) |
2024 |
8,010 |
August 2027 |
August 2027 |
$42,000 |
|
+ 3 months |
$42,000 |
Greenfield (8) |
2024 |
8,010 |
October 2027 |
October 2027 |
$42,000 |
|
+ 3 months |
$42,000 |
Interasia Accelerate (6) |
2024 |
7,165 |
April 2027 |
April 2027 |
$36,000 |
|
+ 4 months
+ 22 to 26 months |
$36,000 $40,000 |
Interasia Amplify (7) |
2024 |
7,165 |
September 2027 |
September 2027 |
$36,000 |
|
+ 4 months
+ 22 to 26 months |
$36,000 $40,000 |
CMA CGM Moliere |
2009 |
6,500 |
March 2027 |
March 2027 |
$55,000 |
|
+ 2 months |
$55,000 |
CMA CGM Musset |
2010 |
6,500 |
September 2025 |
September 2025 |
$60,000 |
|
+ 2 months
+ 23 to 25 months |
$60,000 $55,000 |
CMA CGM Nerval |
2010 |
6,500 |
November 2025 |
November 2025 |
$40,000 |
|
+ 2 months
+ 23 to 25 months |
$40,000 $30,000 |
CMA CGM Rabelais |
2010 |
6,500 |
January 2026 |
January 2026 |
$40,000 |
|
+ 2 months
+ 23 to 25 months |
$40,000 $30,000 |
Racine |
2010 |
6,500 |
April 2026 |
April 2026 |
$32,500 |
|
+ 2 months |
$32,500 |
YM Mandate |
2010 |
6,500 |
January 2028 |
January 2028 |
$26,890 |
(5) |
+ 8 months |
$26,890 |
YM Maturity |
2010 |
6,500 |
April 2028 |
April 2028 |
$26,890 |
(5) |
+ 8 months |
$26,890 |
Dimitra C |
2002 |
6,402 |
April 2027 |
April 2025 April 2027 |
$23,000 $35,000 |
|
+ 2 months
+ 11 to 13 months |
$35,000 $35,000 |
Savannah (ex ZIM Savannah) |
2002 |
6,402 |
June 2027 |
August 2025 June 2027 |
$25,650 $40,000 |
|
+ 1.5 months
+ 10.5 to 13.5 months |
$40,000 $30,000 |
Kota Lima |
2002 |
5,544 |
September 2025 |
November 2024 September 2025 |
$39,999 $27,500 |
|
+4 months
+ 10 to 12 months |
$27,500 $24,000 |
Suez Canal |
2002 |
5,610 |
April 2026 |
April 2026 |
$27,500 |
|
+ 2 months |
$27,500 |
Wide Alpha |
2014 |
5,466 |
July 2027 |
August 2025 July 2027 |
$20,750 $34,000 |
|
+ 3 months |
$34,000 |
Stephanie C |
2014 |
5,466 |
May 2028 |
June 2025 May 2028 |
$55,500 $33,750 |
|
+2 months
+23 to 25 months |
$33,750 $33,750 |
Euphrates (ex Maersk Euphrates) |
2014 |
5,466 |
September 2028 |
October 2025 September 2028 |
$20,500 $33,750 |
|
+2 months
+23 to 25 months |
$33,750 $33,750 |
Wide Hotel |
2015 |
5,466 |
September 2027 |
October 2025 September 2027 |
$20,750 $34,000 |
|
+ 3 months |
$34,000 |
Wide India |
2015 |
5,466 |
October 2028 |
November 2025 October 2028 |
$53,500 $33,750 |
|
+ 2 months
+ 23 to 25 months |
$33,750 $33,750 |
Wide Juliet |
2015 |
5,466 |
September 2025 |
September 2025 |
$24,750 |
|
+ 4 months
+ 7 to 9 months
+ 11 to 13 months |
$24,750 $25,000 $30,000 |
Rio Grande |
2008 |
4,253 |
November 2026 |
November 2024 November 2026 |
$17,000 $30,000 |
|
+ 2 months |
$30,000 |
Merve A |
2008 |
4,253 |
September 2025 |
September 2025 |
$24,000 |
|
+ 4 months |
$24,000 |
Kingston |
2008 |
4,253 |
June 2027 |
June 2025 June 2027 |
$23,900 $35,500 |
|
+ 2.5 months |
$35,500 |
Monaco (ex ZIM Monaco) |
2009 |
4,253 |
September 2026 |
October 2024 September 2026 |
$53,000 $30,000 |
|
+ 2 months |
$30,000 |
Dalian |
2009 |
4,253 |
March 2026 |
March 2026 |
$48,000 |
|
+ 3 months |
$48,000 |
ZIM Luanda |
2009 |
4,253 |
August 2025 |
August 2025 |
$30,000 |
|
+ 4 months |
$30,000 |
Seattle C |
2007 |
4,253 |
October 2026 |
October 2024 October 2026 |
$17,000 $30,000 |
|
+ 2 months |
$30,000 |
Vancouver |
2007 |
4,253 |
November 2026 |
November 2024 November 2026 |
$17,000 $30,000 |
|
+ 2 months |
$30,000 |
Derby D |
2004 |
4,253 |
January 2027 |
January 2027 |
$36,275 |
|
+ 3 months |
$36,275 |
Tongala |
2004 |
4,253 |
December 2026 |
December 2024 December 2026 |
$53,000 $30,000 |
|
+ 1.5 months |
$30,000 |
Dimitris C |
2001 |
3,430 |
September 2027 |
November 2025 September 2027 |
$40,000 $30,000 |
|
+ 3 months
+ 11 to 13 months |
$30,000 $30,000 |
Express Argentina |
2010 |
3,400 |
December 2026 |
December 2024 December 2026 |
$19,250 $27,000 |
|
+2 months |
$27,000 |
Express Brazil |
2010 |
3,400 |
April 2027 |
June 2025 April 2027 |
$37,750 $30,000 |
|
+ 3 months
+ 11 to 13 months |
$30,000 $30,000 |
Express France |
2010 |
3,400 |
July 2027 |
September 2025 July 2027 |
$37,750 $30,000 |
|
+ 3 months
+ 11 to 13 months |
$30,000 $30,000 |
Express Spain |
2011 |
3,400 |
January 2027 |
January 2025 January 2027 |
$40,000 $28,500 |
|
+ 2 months |
$28,500 |
Express Black Sea |
2011 |
3,400 |
January 2027 |
January 2025 January 2027 |
$40,000 $28,500 |
|
+ 2 months |
$28,500 |
Singapore |
2004 |
3,314 |
March 2027 |
May 2025 March 2027 |
$22,600 $27,750 |
|
+2 months |
$27,750 |
Colombo |
2004 |
3,314 |
January 2027 |
January 2025 January 2027 |
$40,000 $28,500 |
|
+ 2 months |
$28,500 |
Zebra |
2001 |
2,602 |
November 2025 |
November 2024 November 2025 |
$32,000 $26,250 |
|
+ 2 months
+ 11 to 13 months |
$26,250 $19,000 |
Artotina |
2001 |
2,524 |
January 2026 |
May 2025 January 2026 |
$28,000 $23,000 |
|
+ 2 months |
$23,000 |
Phoenix D |
1997 |
2,200 |
March 2025 |
March 2025 |
$28,000 |
|
+ 6 months |
$28,000 |
Sprinter |
1997 |
2,200 |
May 2026 |
December 2024 May 2026 |
$26,250 $21,000 |
|
+ 2 months |
$21,00 0 |
Future |
1997 |
2,200 |
May 2026 |
December 2024 May 2026 |
$26,250 $21,000 |
|
+ 2 months |
$21,000 |
Advance |
1997 |
2,200 |
June 2026 |
January 2025 June 2026 |
$26,250 $21,000 |
|
+ 2 months |
$21,000 |
Bridge |
1998 |
2,200 |
December 2024 |
December 2024 |
$23,000 |
|
+ 6 months |
$23,000 |
Highway |
1998 |
2,200 |
February 2025 |
February 2025 |
$14,000 |
|
+ 2 months |
$14,000 |
Progress C |
1998 |
2,200 |
April 2026 |
November 2024 April 2026 |
$26,250 $21,000 |
|
+ 2 months |
$21,000 |
|
1. |
Earliest
date charters could expire. Most charters include options for the charterers to extend their terms as described in the “Extension
Options” column. |
|
2. |
This
column indicates the date through which the charter rate set forth in the column to the immediate right of such date is payable.
For charters with the same charter rate throughout the fixed term of the charter, this date is the same as the charter expiration
date set forth in the “Expiration of Charter” column. |
|
3. |
Gross
charter rate, which does not include charter commissions. |
|
4. |
At
the option of the charterer. |
|
5. |
Bareboat
charter rate. |
|
6. |
The
newbuilding vessels were delivered in the second quarter of 2024. |
|
7. |
The
newbuilding vessels were delivered in the third quarter of 2024. |
|
8. |
The
newbuilding vessel was delivered in October 2024. |
The specifications of our 14 contracted container vessels under construction
as of November 7, 2024 are as follows:
Hull
Number |
Year
Built |
Size
(TEU) |
Shipyard |
Expected
Delivery
Period |
Minimum
Charter
Duration(1) |
Charter
rate(2) |
Extension
Options(3) |
Period |
Charter
Rate(2) |
Hull
No. CV5900-07 |
2025 |
6,014 |
Qingdao
Yangfan |
Q1
2025 |
2
years |
$35,000 |
+
3 months |
$35,000 |
Hull
No. CV5900-08 |
2025 |
6,014 |
Qingdao
Yangfan |
Q3
2025 |
2
years |
$35,000 |
+
3 months |
$35,000 |
Hull
No. YZJ2023-1556 |
2026 |
8,258 |
Yangzijiang
Jiangsu NewYangzi |
Q3
2026 |
5
years |
$42,000 |
+ 3 months
+ 19.5 to 22.5 months |
$42,000
$42,000 |
Hull
No. YZJ2023-1557 |
2026 |
8,258 |
Yangzijiang
Jiangsu NewYangzi |
Q4
2026 |
5
years |
$42,000 |
+ 3 months
+ 19.5 to 22.5 months |
$42,000
$42,000 |
Hull
No. YZJ2024-1612 |
2026 |
8,258 |
Yangzijiang
Jiangsu NewYangzi |
Q4
2026 |
5
years |
$42,000 |
+ 3 months
+ 19.5 to 22.5 months |
$42,000
$42,000 |
Hull
No. YZJ2024-1613 |
2027 |
8,258 |
Yangzijiang
Jiangsu NewYangzi |
Q2
2027 |
5
years |
$42,000 |
+ 3 months
+ 19.5 to 22.5 months |
$42,000
$42,000 |
Hull
No. YZJ2024-1625 |
2027 |
8,258 |
Yangzijiang
Jiangsu NewYangzi |
Q2
2027 |
5
years |
$42,000 |
+ 3 months
+ 19.5 to 22.5 months |
$42,000
$42,000 |
Hull
No. YZJ2024-1626 |
2027 |
8,258 |
Yangzijiang
Jiangsu NewYangzi |
Q3
2027 |
5
years |
$42,000 |
+ 3 months
+ 19.5 to 22.5 months |
$42,000
$42,000 |
Hull
No. YZJ2024-1668 |
2027 |
8,258 |
Yangzijiang
Jiangsu NewYangzi |
Q3
2027 |
5
years |
$42,000 |
+ 3 months
+ 19.5 to 22.5 months |
$42,000
$42,000 |
Hull
No. C9200-7 |
2027 |
9,200 |
Dalian
Shanhaiguan |
Q1
2027 |
4.8
years |
$50,000 |
+
4 months
+ 20 to 24 months |
$50,000
$50,000 |
Hull
No. C9200-8 |
2027 |
9,200 |
Dalian
Shanhaiguan |
Q2
2027 |
4.8
years |
$50,000 |
+
4 months
+ 20 to 24 months |
$50,000
$50,000 |
Hull
No. C9200-9 |
2027 |
9,200 |
Dalian
Shanhaiguan |
Q4
2027 |
4.8
years |
$50,000 |
+
4 months
+ 20 to 24 months |
$50,000
$50,000 |
Hull
No. C9200-10 |
2028 |
9,200 |
Dalian
Shanhaiguan |
Q2
2028 |
4.8
years |
$50,000 |
+
4 months
+ 20 to 24 months |
$50,000
$50,000 |
Hull
No. C9200-11 |
2028 |
9,200 |
Dalian
Shanhaiguan |
Q3
2028 |
4.8
years |
$50,000 |
+
4 months
+ 20 to 24 months |
$50,000
$50,000 |
|
1. |
Earliest
period charters could expire. Most charters include options for the charterers to extend their terms as described in the “Extension
Options” column. |
|
2. |
Gross
charter rate, which does not include charter commissions. |
|
3. |
At
the option of the charterer. |
The following table describes the details of our Capesize drybulk
vessels as of November 7, 2024:
Vessel Name |
Year Built |
Capacity (DWT) |
|
|
Achievement |
2011 |
175,966 |
|
Genius |
2012 |
175,580 |
|
Ingenuity |
2011 |
176,022 |
|
Integrity |
2010 |
175,966 |
|
Peace |
2010 |
175,858 |
|
W Trader |
2009 |
175,879 |
|
E Trader |
2009 |
175,886 |
|
Gouverneur (ex Xin Hang) (1) |
2010 |
178,043 |
|
Valentine (ex Star Audrey) (1) |
2011 |
175,125 |
|
Danaos (ex Guo May) (2) |
2011 |
176,536 |
|
|
1. |
The
vessels were delivered to us in the second quarter of 2024. |
|
2. |
The
vessel was delivered to us in July 2024. |
Forward Looking Statements
Matters discussed in this
report may constitute forward-looking statements within the meaning of the safe harbor provisions of Section 27A of the Securities
Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements reflect our current views with respect
to future events and financial performance and may include statements concerning our operations, cash flows, financial position, including
with respect to vessel and other asset values, plans, objectives, goals, strategies, future events, performance or business prospects,
changes and trends in our business and the markets in which we operate, and underlying assumptions and other statements, which are other
than statements of historical facts. The forward-looking statements in this release are based upon various assumptions. Although Danaos
Corporation believes that these assumptions were reasonable when made, because these assumptions are inherently subject to significant
uncertainties and contingencies which are difficult or impossible to predict and are beyond our control, Danaos Corporation cannot assure
you that it will achieve or accomplish these expectations, beliefs or projections. Important factors that, in our view, could cause actual
results to differ materially from those discussed in the forward-looking statements include the strength of world economies and currencies,
general market conditions, including changes in charter hire rates and vessel values, charter counterparty performance, changes in demand
that may affect attitudes of time charterers to scheduled and unscheduled drydocking, changes in our operating expenses, including bunker
prices, dry-docking and insurance costs, our ability to operate profitably in the drybulk sector, performance of shipyards constructing
our contracted newbuilding vessels, ability to obtain financing and comply with covenants in our financing arrangements, actions taken
by regulatory authorities, potential liability from pending or future litigation, domestic and international political conditions, including
the conflict in Ukraine and related sanctions, the conflict in Israel and the Gaza Strip, potential disruption of shipping routes such
as Houthi attacks in the Red Sea and the Gulf of Aden, due to accidents and political events or acts by terrorists.
Risks and uncertainties are
further described in reports filed by us with the U.S. Securities and Exchange Commission.
INDEX TO FINANCIAL STATEMENTS
Condensed Consolidated
Balance Sheets as of September 30, 2024 and December 31, 2023 (unaudited) |
F-2 |
|
|
Condensed Consolidated
Statements of Income for the Three and Nine Months Ended September 30, 2024 and 2023 (unaudited) |
F-3 |
|
|
Condensed Consolidated
Statements of Comprehensive Income for the Three and Nine Months Ended September 30, 2024 and 2023 (unaudited) |
F-4 |
|
|
Condensed Consolidated
Statements of Changes in Stockholders’ Equity for the Nine Months Ended September 30, 2024 and 2023 (unaudited) |
F-5 |
|
|
Condensed Consolidated
Statements of Cash Flows for the Nine Months Ended September 30, 2024 and 2023 (unaudited) |
F-6 |
|
|
Notes to the Unaudited
Condensed Consolidated Financial Statements |
F-7 |
DANAOS CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited)
(Expressed in thousands of United States Dollars,
except share and per share amounts)
| |
| | |
As of | |
| |
| | |
September 30, | | |
December 31, | |
| |
Notes | | |
2024 | | |
2023 | |
ASSETS | |
| | |
| | |
| |
CURRENT ASSETS | |
| | | |
| | | |
| | |
Cash and cash equivalents | |
| | | |
$ | 384,336 | | |
$ | 271,809 | |
Accounts receivable, net | |
| | | |
| 24,647 | | |
| 9,931 | |
Inventories | |
| | | |
| 23,693 | | |
| 24,511 | |
Prepaid expenses | |
| | | |
| 1,575 | | |
| 1,915 | |
Due from related parties | |
| 14 | | |
| 47,122 | | |
| 51,431 | |
Other current assets | |
| 6 | | |
| 148,612 | | |
| 142,173 | |
Total current assets | |
| | | |
| 629,985 | | |
| 501,770 | |
NON-CURRENT ASSETS | |
| | | |
| | | |
| | |
Fixed assets at cost, net of accumulated depreciation of $1,418,603 (2023: $1,311,689) | |
| 4 | | |
| 3,215,293 | | |
| 2,746,541 | |
Advances for vessels acquisition and vessels under construction | |
| 4 | | |
| 299,458 | | |
| 301,916 | |
Deferred charges, net | |
| 5 | | |
| 46,133 | | |
| 38,012 | |
Investments in affiliates | |
| 3 | | |
| - | | |
| 270 | |
Other non-current assets | |
| 6 | | |
| 62,949 | | |
| 72,627 | |
Total non-current assets | |
| | | |
| 3,623,833 | | |
| 3,159,366 | |
Total assets | |
| | | |
$ | 4,253,818 | | |
$ | 3,661,136 | |
| |
| | | |
| | | |
| | |
LIABILITIES AND STOCKHOLDERS’ EQUITY | |
| | | |
| | | |
| | |
CURRENT LIABILITIES | |
| | | |
| | | |
| | |
Accounts payable | |
| | | |
$ | 24,820 | | |
$ | 22,820 | |
Accrued liabilities | |
| 7 | | |
| 16,656 | | |
| 20,458 | |
Current portion of long-term debt, net | |
| 8 | | |
| 31,720 | | |
| 21,300 | |
Unearned revenue | |
| | | |
| 58,654 | | |
| 63,823 | |
Other current liabilities | |
| 14 | | |
| 28,557 | | |
| 39,759 | |
Total current liabilities | |
| | | |
| 160,407 | | |
| 168,160 | |
| |
| | | |
| | | |
| | |
LONG-TERM LIABILITIES | |
| | | |
| | | |
| | |
Long-term debt, net | |
| 8 | | |
| 647,276 | | |
| 382,874 | |
Unearned revenue, net of current portion | |
| | | |
| 29,699 | | |
| 60,134 | |
Other long-term liabilities | |
| 14 | | |
| 29,996 | | |
| 33,651 | |
Total long-term liabilities | |
| | | |
| 706,971 | | |
| 476,659 | |
Total liabilities | |
| | | |
| 867,378 | | |
| 644,819 | |
| |
| | | |
| | | |
| | |
Commitments and Contingencies | |
| 10 | | |
| | | |
| | |
| |
| | | |
| | | |
| | |
STOCKHOLDERS’ EQUITY | |
| | | |
| | | |
| | |
Preferred stock (par value $0.01, 100,000,000 preferred shares authorized and not issued as of September 30, 2024 and December 31, 2023) | |
| 11 | | |
| - | | |
| - | |
Common stock (par value $0.01, 750,000,000 common shares authorized as of September 30, 2024 and December 31, 2023. 25,355,981 and 25,355,962 shares issued as of September 30, 2024 and December 31, 2023; and 19,333,329 and 19,418,696 shares outstanding as of September 30, 2024 and December 31, 2023) | |
| 11 | | |
| 193 | | |
| 194 | |
Additional paid-in capital | |
| | | |
| 688,649 | | |
| 690,190 | |
Accumulated other comprehensive loss | |
| 9 | | |
| (72,472 | ) | |
| (75,979 | ) |
Retained earnings | |
| | | |
| 2,770,070 | | |
| 2,401,912 | |
Total stockholders’ equity | |
| | | |
| 3,386,440 | | |
| 3,016,317 | |
Total liabilities and stockholders’ equity | |
| | | |
$ | 4,253,818 | | |
$ | 3,661,136 | |
The accompanying notes are an integral part of
these condensed consolidated financial statements.
DANAOS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(unaudited)
(Expressed in thousands of United States Dollars,
except share and per share amounts)
| |
| | |
Three months ended | | |
Nine months ended | |
| |
| | |
September 30, | | |
September 30, | |
| |
Notes | | |
2024 | | |
2023 | | |
2024 | | |
2023 | |
OPERATING REVENUES | |
| 4,12,15 | | |
$ | 256,176 | | |
$ | 239,215 | | |
$ | 755,931 | | |
$ | 724,268 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
OPERATING EXPENSES | |
| | | |
| | | |
| | | |
| | | |
| | |
Voyage expenses | |
| 14 | | |
| (16,999 | ) | |
| (8,959 | ) | |
| (50,019 | ) | |
| (25,241 | ) |
Vessel operating expenses | |
| | | |
| (49,866 | ) | |
| (39,494 | ) | |
| (140,070 | ) | |
| (121,994 | ) |
Depreciation | |
| | | |
| (38,726 | ) | |
| (32,325 | ) | |
| (107,969 | ) | |
| (95,764 | ) |
Amortization of deferred drydocking and special survey costs | |
| 5 | | |
| (7,485 | ) | |
| (4,772 | ) | |
| (19,909 | ) | |
| (13,109 | ) |
General and administrative expenses | |
| 14 | | |
| (10,978 | ) | |
| (7,070 | ) | |
| (32,519 | ) | |
| (21,107 | ) |
Net gain on disposal/sale of vessels | |
| 4 | | |
| (443 | ) | |
| - | | |
| 6,651 | | |
| 1,639 | |
Income From Operations | |
| | | |
| 131,679 | | |
| 146,595 | | |
| 412,096 | | |
| 448,692 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
OTHER INCOME (EXPENSES): | |
| | | |
| | | |
| | | |
| | | |
| | |
Interest income | |
| | | |
| 3,124 | | |
| 3,091 | | |
| 8,983 | | |
| 9,410 | |
Interest expense | |
| | | |
| (8,013 | ) | |
| (4,306 | ) | |
| (16,243 | ) | |
| (16,909 | ) |
Gain/(loss) on investments | |
| 6 | | |
| (2,808 | ) | |
| (9,333 | ) | |
| 10,395 | | |
| (2,895 | ) |
Dividend income | |
| 6 | | |
| 2,849 | | |
| 901 | | |
| 6,833 | | |
| 901 | |
Loss on debt extinguishment | |
| | | |
| - | | |
| - | | |
| - | | |
| (2,254 | ) |
Equity loss on investments | |
| 3 | | |
| (1,232 | ) | |
| (526 | ) | |
| (1,438 | ) | |
| (3,852 | ) |
Other finance expenses | |
| | | |
| (944 | ) | |
| (1,236 | ) | |
| (2,694 | ) | |
| (3,358 | ) |
Other income/(expenses), net | |
| | | |
| (746 | ) | |
| (1,117 | ) | |
| (567 | ) | |
| (648 | ) |
Loss on derivatives | |
| 9 | | |
| (913 | ) | |
| (913 | ) | |
| (2,719 | ) | |
| (2,709 | ) |
Total Other Income/(Expenses), net | |
| | | |
| (8,683 | ) | |
| (13,439 | ) | |
| 2,550 | | |
| (22,314 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | |
Net Income | |
| | | |
$ | 122,996 | | |
$ | 133,156 | | |
$ | 414,646 | | |
$ | 426,378 | |
| |
| | | |
| | | |
| | | |
| | | |
| | |
EARNINGS PER SHARE | |
| | | |
| | | |
| | | |
| | | |
| | |
Basic earnings per share | |
| | | |
$ | 6.36 | | |
$ | 6.76 | | |
$ | 21.41 | | |
$ | 21.28 | |
Diluted earnings per share | |
| | | |
$ | 6.30 | | |
$ | 6.76 | | |
$ | 21.22 | | |
$ | 21.28 | |
Basic weighted average number of common shares (in thousands) | |
| 13 | | |
| 19,345 | | |
| 19,693 | | |
| 19,368 | | |
| 20,039 | |
Diluted weighted average number of common shares (in thousands) | |
| 13 | | |
| 19,517 | | |
| 19,693 | | |
| 19,540 | | |
| 20,039 | |
The accompanying notes are an
integral part of these condensed consolidated financial statements.
DANAOS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE
INCOME (unaudited)
(Expressed in thousands of United States Dollars)
| |
| | |
Three months ended | | |
Nine months ended | |
| |
| | |
September 30, | | |
September 30, | |
| |
Notes | | |
2024 | | |
2023 | | |
2024 | | |
2023 | |
Net income for the period | |
| | | |
$ | 122,996 | | |
$ | 133,156 | | |
$ | 414,646 | | |
$ | 426,378 | |
Other comprehensive income: | |
| | | |
| | | |
| | | |
| | | |
| | |
Prior service cost of defined benefit plan | |
| | | |
| 262 | | |
| 187 | | |
| 788 | | |
| 559 | |
Amortization of deferred realized losses on cash flow hedges | |
| 9 | | |
| 913 | | |
| 913 | | |
| 2,719 | | |
| 2,709 | |
Total Other Comprehensive Income | |
| | | |
| 1,175 | | |
| 1,100 | | |
| 3,507 | | |
| 3,268 | |
Comprehensive Income | |
| | | |
$ | 124,171 | | |
$ | 134,256 | | |
$ | 418,153 | | |
$ | 429,646 | |
The accompanying notes are an integral part of
these condensed consolidated financial statements
DANAOS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES
IN STOCKHOLDERS’ EQUITY (unaudited)
(Expressed in thousands of United States Dollars,
except number of shares in thousands and per share amounts)
| |
Common Stock | | |
| | |
| | |
| | |
| |
| |
Number of shares | | |
Par value | | |
Additional paid-in capital | | |
Accumulated other comprehensive loss | | |
Retained earnings | | |
Total | |
As of December 31, 2022 | |
| 20,350 | | |
$ | 203 | | |
$ | 748,109 | | |
$ | (74,209 | ) | |
$ | 1,886,311 | | |
$ | 2,560,414 | |
Net Income | |
| — | | |
| — | | |
| — | | |
| — | | |
| 146,201 | | |
| 146,201 | |
Dividends ($0.75 per share) | |
| — | | |
| — | | |
| — | | |
| — | | |
| (15,262 | ) | |
| (15,262 | ) |
Repurchase of common stock | |
| (41 | ) | |
| — | | |
| (2,196 | ) | |
| — | | |
| — | | |
| (2,196 | ) |
Issuance of common stock | |
| — | | |
| — | | |
| 1 | | |
| — | | |
| — | | |
| 1 | |
Net movement in other comprehensive income | |
| — | | |
| — | | |
| — | | |
| 1,079 | | |
| — | | |
| 1,079 | |
As of March 31, 2023 | |
| 20,309 | | |
$ | 203 | | |
$ | 745,914 | | |
$ | (73,130 | ) | |
$ | 2,017,250 | | |
$ | 2,690,237 | |
Net Income | |
| — | | |
| — | | |
| — | | |
| — | | |
| 147,021 | | |
| 147,021 | |
Dividends ($0.75 per share) | |
| — | | |
| — | | |
| — | | |
| — | | |
| (15,099 | ) | |
| (15,099 | ) |
Repurchase of common stock | |
| (557 | ) | |
| (6 | ) | |
| (33,760 | ) | |
| — | | |
| — | | |
| (33,766 | ) |
Net movement in other comprehensive income | |
| — | | |
| — | | |
| — | | |
| 1,089 | | |
| — | | |
| 1,089 | |
As of June 30, 2023 | |
| 19,752 | | |
$ | 197 | | |
$ | 712,154 | | |
$ | (72,041 | ) | |
$ | 2,149,172 | | |
$ | 2,789,482 | |
Net Income | |
| — | | |
| — | | |
| — | | |
| — | | |
| 133,156 | | |
| 133,156 | |
Dividends ($0.75 per share) | |
| — | | |
| — | | |
| — | | |
| — | | |
| (14,802 | ) | |
| (14,802 | ) |
Repurchase of common stock | |
| (255 | ) | |
| (2 | ) | |
| (16,561 | ) | |
| — | | |
| — | | |
| (16,563 | ) |
Net movement in other comprehensive income | |
| — | | |
| — | | |
| — | | |
| 1,100 | | |
| — | | |
| 1,100 | |
As of September 30, 2023 | |
| 19,497 | | |
$ | 195 | | |
$ | 695,593 | | |
$ | (70,941 | ) | |
$ | 2,267,526 | | |
$ | 2,892,373 | |
| |
Common Stock | | |
| | |
| | |
| | |
| |
| |
Number of shares | | |
Par value | | |
Additional paid-in capital | | |
Accumulated other comprehensive loss | | |
Retained earnings | | |
Total | |
As of December 31, 2023 | |
| 19,419 | | |
$ | 194 | | |
$ | 690,190 | | |
$ | (75,979 | ) | |
$ | 2,401,912 | | |
$ | 3,016,317 | |
Net Income | |
| — | | |
| — | | |
| — | | |
| — | | |
| 150,498 | | |
| 150,498 | |
Dividends ($0.80 per share) | |
| — | | |
| — | | |
| — | | |
| — | | |
| (15,535 | ) | |
| (15,535 | ) |
Repurchase of common stock | |
| (58 | ) | |
| — | | |
| (4,132 | ) | |
| — | | |
| — | | |
| (4,132 | ) |
Stock based compensation | |
| — | | |
| — | | |
| 1,576 | | |
| — | | |
| — | | |
| 1,576 | |
Net movement in other comprehensive income | |
| — | | |
| — | | |
| — | | |
| 1,166 | | |
| — | | |
| 1,166 | |
As of March 31, 2024 | |
| 19,361 | | |
$ | 194 | | |
$ | 687,634 | | |
$ | (74,813 | ) | |
$ | 2,536,875 | | |
$ | 3,149,890 | |
Net Income | |
| — | | |
| — | | |
| — | | |
| — | | |
| 141,152 | | |
| 141,152 | |
Dividends ($0.80 per share) | |
| — | | |
| — | | |
| — | | |
| — | | |
| (15,477 | ) | |
| (15,477 | ) |
Repurchase of common stock | |
| (15 | ) | |
| (1 | ) | |
| (1,090 | ) | |
| — | | |
| — | | |
| (1,091 | ) |
Issuance of common stock | |
| — | | |
| — | | |
| 1 | | |
| — | | |
| — | | |
| 1 | |
Stock based compensation | |
| — | | |
| — | | |
| 1,577 | | |
| — | | |
| — | | |
| 1,577 | |
Net movement in other comprehensive income | |
| — | | |
| — | | |
| — | | |
| 1,166 | | |
| — | | |
| 1,166 | |
As of June 30, 2024 | |
| 19,346 | | |
$ | 193 | | |
$ | 688,122 | | |
$ | (73,647 | ) | |
$ | 2,662,550 | | |
$ | 3,277,218 | |
Net Income | |
| — | | |
| — | | |
| — | | |
| — | | |
| 122,996 | | |
| 122,996 | |
Dividends ($0.80 per share) | |
| — | | |
| — | | |
| — | | |
| — | | |
| (15,476 | ) | |
| (15,476 | ) |
Stock based compensation | |
| — | | |
| — | | |
| 1,594 | | |
| — | | |
| — | | |
| 1,594 | |
Repurchase of common stock | |
| (13 | ) | |
| — | | |
| (1,067 | ) | |
| — | | |
| — | | |
| (1,067 | ) |
Net movement in other comprehensive income | |
| — | | |
| — | | |
| — | | |
| 1,175 | | |
| — | | |
| 1,175 | |
As of September 30, 2024 | |
| 19,333 | | |
$ | 193 | | |
$ | 688,649 | | |
$ | (72,472 | ) | |
$ | 2,770,070 | | |
$ | 3,386,440 | |
The accompanying notes are an integral part of
these condensed consolidated financial statements.
DANAOS CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
(Expressed in thousands of United States Dollars)
| |
Nine months ended | |
| |
September 30, | |
| |
2024 | | |
2023 | |
Cash Flows from Operating Activities | |
| | | |
| | |
Net income | |
$ | 414,646 | | |
$ | 426,378 | |
| |
| | | |
| | |
Adjustments to reconcile net income to net cash provided by operating activities | |
| | | |
| | |
Depreciation | |
| 107,969 | | |
| 95,764 | |
Amortization of deferred drydocking and special survey costs | |
| 19,909 | | |
| 13,109 | |
Amortization of assumed time charters | |
| (4,534 | ) | |
| (16,806 | ) |
Amortization of finance costs | |
| 1,569 | | |
| 1,735 | |
Loss on investments | |
| (10,395 | ) | |
| 2,895 | |
Payments for drydocking and special survey costs deferred | |
| (28,690 | ) | |
| (21,553 | ) |
Net gain on disposal/sale of vessels | |
| (6,651 | ) | |
| (1,639 | ) |
Loss on debt extinguishment | |
| - | | |
| 2,254 | |
Equity loss on investments | |
| 1,438 | | |
| 3,852 | |
Prior service cost and periodic cost | |
| 1,848 | | |
| 1,106 | |
Stock based compensation | |
| 4,747 | | |
| - | |
Amortization of deferred realized losses on interest rate swaps | |
| 2,719 | | |
| 2,709 | |
(Increase)/Decrease in | |
| | | |
| | |
Accounts receivable | |
| (6,579 | ) | |
| (1,716 | ) |
Inventories | |
| 818 | | |
| (732 | ) |
Prepaid expenses | |
| 340 | | |
| (96 | ) |
Due from related parties | |
| 4,309 | | |
| (7,726 | ) |
Other assets, current and non-current | |
| 18,308 | | |
| (2,870 | ) |
Increase/(Decrease) in | |
| | | |
| | |
Accounts payable | |
| 2,841 | | |
| (4,265 | ) |
Accrued liabilities | |
| (3,802 | ) | |
| (3,540 | ) |
Unearned revenue, current and long-term | |
| (31,070 | ) | |
| (58,203 | ) |
Other liabilities, current and long-term | |
| (24,629 | ) | |
| (544 | ) |
Net Cash provided by Operating Activities | |
| 465,111 | | |
| 430,112 | |
| |
| | | |
| | |
Cash Flows from Investing Activities | |
| | | |
| | |
Vessels additions and advances | |
| (581,208 | ) | |
| (128,058 | ) |
Net proceeds and insurance proceeds from disposal/sale of vessels | |
| 10,196 | | |
| 3,914 | |
Investments in affiliates/marketable securities | |
| (1,225 | ) | |
| (74,407 | ) |
Net Cash used in Investing Activities | |
| (572,237 | ) | |
| (198,551 | ) |
| |
| | | |
| | |
Cash Flows from Financing Activities | |
| | | |
| | |
Proceeds from long-term debt | |
| 299,000 | | |
| - | |
Payments of long-term debt | |
| (20,040 | ) | |
| (20,625 | ) |
Payments of leaseback obligation | |
| - | | |
| (72,925 | ) |
Dividends paid | |
| (46,487 | ) | |
| (45,163 | ) |
Repurchase of common stock | |
| (5,715 | ) | |
| (52,334 | ) |
Finance costs | |
| (7,105 | ) | |
| (1,892 | ) |
Net Cash provided by/(used in) Financing Activities | |
| 219,653 | | |
| (192,939 | ) |
| |
| | | |
| | |
Net Increase in cash and cash equivalents | |
| 112,527 | | |
| 38,622 | |
Cash and cash equivalents at beginning of period | |
| 271,809 | | |
| 267,668 | |
Cash and cash equivalents at end of period | |
$ | 384,336 | | |
$ | 306,290 | |
Supplemental information: Cash paid for interest, net of amounts capitalized | |
| 18,204 | | |
| 20,564 | |
The accompanying notes are an integral part of
these condensed consolidated financial statements.
DANAOS CORPORATION
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
| 1 | Basis
of Presentation and General Information |
The accompanying
condensed consolidated financial statements (unaudited) have been prepared in conformity with accounting principles generally accepted
in the United States of America (“U.S. GAAP”). The reporting and functional currency of Danaos Corporation and its subsidiaries
(“Danaos” or the “Company”), is the United States Dollar.
Danaos Corporation,
formerly Danaos Holdings Limited, was formed on December 7, 1998 under the laws of Liberia and is presently the sole owner of all
outstanding shares of the companies listed below. Danaos Holdings Limited was redomiciled in the Marshall Islands on October 7,
2005. In connection with the redomiciliation, the Company changed its name to Danaos Corporation. On October 14, 2005, the Company
filed and the Marshall Islands accepted Amended and Restated Articles of Incorporation. The authorized capital stock of Danaos Corporation
is 750,000,000 shares of common stock with a par value of $0.01 and 100,000,000 shares of preferred stock with a par value of $0.01.
Refer to Note 11, “Stockholders’ Equity”. The Company’s principal business is the acquisition and operation of
vessels. Danaos conducts its operations through the vessel owning companies whose principal activity is the ownership and operation of
container vessels and drybulk vessels that are under the exclusive management of a related party of the Company.
In the opinion
of management, the accompanying condensed consolidated financial statements (unaudited) of Danaos and subsidiaries contain all adjustments
necessary to state fairly, in all material respects, the Company’s condensed consolidated financial position as of September 30,
2024, the condensed consolidated results of operations for the three and nine months ended September 30, 2024 and 2023 and the condensed
consolidated cash flows for the nine months ended September 30, 2024 and 2023. All such adjustments are deemed to be of a normal,
recurring nature. These financial statements should be read in conjunction with the consolidated financial statements and related notes
included in Danaos’ Annual Report on Form 20-F for the year ended December 31, 2023. The results of operations for the
three and nine months ended September 30, 2024, are not necessarily indicative of the results to be expected for the full year.
The year-end condensed consolidated balance sheet data was derived from annual financial statements. These condensed consolidated financial
statements do not include all disclosures required by accounting principles generally accepted in the United States of America.
The condensed consolidated
financial statements (unaudited) have been prepared to reflect the consolidation of the companies listed below. The historical balance
sheets and results of operations of the companies listed below have been reflected in the condensed consolidated balance sheets and condensed
consolidated statements of income, comprehensive income, cash flows and stockholders’ equity at and for each period since their
respective incorporation dates.
DANAOS CORPORATION
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS (Continued)
| 1 | Basis
of Presentation and General Information (Continued) |
As of September 30,
2024, Danaos included the vessel owning companies (the “Danaos Subsidiaries”) of container vessels and drybulk vessels listed
below:
Container vessels: Company | |
Date of Incorporation | | |
Vessel Name | |
Year Built | | |
TEU(1) | |
Megacarrier (No. 1) Corp. | |
| September 10, 2007 | | |
Kota Peony (ex Hyundai Honour) | |
| 2012 | | |
| 13,100 | |
Megacarrier (No. 2) Corp. | |
| September 10, 2007 | | |
Kota Primrose (ex Hyundai Respect) | |
| 2012 | | |
| 13,100 | |
Megacarrier (No. 3) Corp. | |
| September 10, 2007 | | |
Kota Plumbago (ex Hyundai Smart) | |
| 2012 | | |
| 13,100 | |
Megacarrier (No. 4) Corp. | |
| September 10, 2007 | | |
Speed (ex Hyundai Speed) | |
| 2012 | | |
| 13,100 | |
Megacarrier (No. 5) Corp. | |
| September 10, 2007 | | |
Ambition (ex Hyundai Ambition) | |
| 2012 | | |
| 13,100 | |
CellContainer (No. 6) Corp. | |
| October 31, 2007 | | |
Express Berlin | |
| 2011 | | |
| 10,100 | |
CellContainer (No. 7) Corp. | |
| October 31, 2007 | | |
Express Rome | |
| 2011 | | |
| 10,100 | |
CellContainer (No. 8) Corp. | |
| October 31, 2007 | | |
Express Athens | |
| 2011 | | |
| 10,100 | |
Karlita Shipping Co. Ltd. | |
| February 27, 2003 | | |
Pusan C | |
| 2006 | | |
| 9,580 | |
Ramona Marine Co. Ltd. | |
| February 27, 2003 | | |
Le Havre | |
| 2006 | | |
| 9,580 | |
Oceancarrier (No. 2) Corp. | |
| October 15, 2020 | | |
Bremen | |
| 2009 | | |
| 9,012 | |
Oceancarrier (No. 3) Corp. | |
| October 15, 2020 | | |
C Hamburg | |
| 2009 | | |
| 9,012 | |
Blackwell Seaways Inc. | |
| January 9, 2020 | | |
Niledutch Lion | |
| 2008 | | |
| 8,626 | |
Oceancarrier (No. 1) Corp. | |
| February 19, 2020 | | |
Kota Manzanillo | |
| 2005 | | |
| 8,533 | |
Springer Shipping Co. | |
| April 29, 2019 | | |
Belita | |
| 2006 | | |
| 8,533 | |
Teucarrier (No. 5) Corp. | |
| September 17, 2007 | | |
CMA CGM Melisande | |
| 2012 | | |
| 8,530 | |
Teucarrier (No. 1) Corp. | |
| January 31, 2007 | | |
CMA CGM Attila | |
| 2011 | | |
| 8,530 | |
Teucarrier (No. 2) Corp. | |
| January 31, 2007 | | |
CMA CGM Tancredi | |
| 2011 | | |
| 8,530 | |
Teucarrier (No. 3) Corp. | |
| January 31, 2007 | | |
CMA CGM Bianca | |
| 2011 | | |
| 8,530 | |
Teucarrier (No. 4) Corp. | |
| January 31, 2007 | | |
CMA CGM Samson | |
| 2011 | | |
| 8,530 | |
Oceanew Shipping Ltd. | |
| January 14, 2002 | | |
Europe | |
| 2004 | | |
| 8,468 | |
Oceanprize Navigation Ltd. | |
| January 21, 2003 | | |
America | |
| 2004 | | |
| 8,468 | |
Rewarding International Shipping Inc. | |
| October 1, 2019 | | |
Kota Santos | |
| 2005 | | |
| 8,463 | |
Teushipper (No. 1) Corp. | |
| March 14, 2022 | | |
Catherine C (4) | |
| 2024 | | |
| 8,010 | |
Teushipper (No. 2) Corp. | |
| March 14, 2022 | | |
Greenland (4) | |
| 2024 | | |
| 8,010 | |
Teushipper (No. 3) Corp. | |
| March 14, 2022 | | |
Greenville (5) | |
| 2024 | | |
| 8,010 | |
Boxsail (No. 1) Corp. | |
| March 4, 2022 | | |
Interasia Accelerate (4) | |
| 2024 | | |
| 7,165 | |
Boxsail (No. 2) Corp. | |
| March 4, 2022 | | |
Interasia Amplify (5) | |
| 2024 | | |
| 7,165 | |
Boxcarrier (No. 2) Corp. | |
| June 27, 2006 | | |
CMA CGM Musset | |
| 2010 | | |
| 6,500 | |
Boxcarrier (No. 3) Corp. | |
| June 27, 2006 | | |
CMA CGM Nerval | |
| 2010 | | |
| 6,500 | |
Boxcarrier (No. 4) Corp. | |
| June 27, 2006 | | |
CMA CGM Rabelais | |
| 2010 | | |
| 6,500 | |
Boxcarrier (No. 5) Corp. | |
| June 27, 2006 | | |
Racine | |
| 2010 | | |
| 6,500 | |
Boxcarrier (No. 1) Corp. | |
| June 27, 2006 | | |
CMA CGM Moliere | |
| 2009 | | |
| 6,500 | |
Expresscarrier (No. 1) Corp. | |
| March 5, 2007 | | |
YM Mandate | |
| 2010 | | |
| 6,500 | |
Expresscarrier (No. 2) Corp. | |
| March 5, 2007 | | |
YM Maturity | |
| 2010 | | |
| 6,500 | |
Actaea Company Limited | |
| October 14, 2014 | | |
Savannah (ex Zim Savannah) | |
| 2002 | | |
| 6,402 | |
Asteria Shipping Company Limited | |
| October 14, 2014 | | |
Dimitra C | |
| 2002 | | |
| 6,402 | |
Averto Shipping S.A. | |
| June 12, 2015 | | |
Suez Canal | |
| 2002 | | |
| 5,610 | |
Sinoi Marine Ltd. | |
| June 12, 2015 | | |
Kota Lima | |
| 2002 | | |
| 5,544 | |
Oceancarrier (No. 4) Corp. | |
| July 6, 2021 | | |
Wide Alpha | |
| 2014 | | |
| 5,466 | |
Oceancarrier (No. 5) Corp. | |
| July 6, 2021 | | |
Stephanie C | |
| 2014 | | |
| 5,466 | |
Oceancarrier (No. 6) Corp. | |
| July 6, 2021 | | |
Euphrates (ex Maersk Euphrates) | |
| 2014 | | |
| 5,466 | |
Oceancarrier (No. 7) Corp. | |
| July 6, 2021 | | |
Wide Hotel | |
| 2015 | | |
| 5,466 | |
Oceancarrier (No. 8) Corp. | |
| July 6, 2021 | | |
Wide India | |
| 2015 | | |
| 5,466 | |
Oceancarrier (No. 9) Corp. | |
| July 6, 2021 | | |
Wide Juliet | |
| 2015 | | |
| 5,466 | |
Continent Marine Inc. | |
| March 22, 2006 | | |
Monaco (ex Zim Monaco) | |
| 2009 | | |
| 4,253 | |
Medsea Marine Inc. | |
| May 8, 2006 | | |
Dalian | |
| 2009 | | |
| 4,253 | |
Blacksea Marine Inc. | |
| May 8, 2006 | | |
Zim Luanda | |
| 2009 | | |
| 4,253 | |
Bayview Shipping Inc. | |
| March 22, 2006 | | |
Rio Grande | |
| 2008 | | |
| 4,253 | |
Channelview Marine Inc. | |
| March 22, 2006 | | |
Paolo | |
| 2008 | | |
| 4,253 | |
Balticsea Marine Inc. | |
| March 22, 2006 | | |
Kingston | |
| 2008 | | |
| 4,253 | |
Seacarriers Services Inc. | |
| June 28, 2005 | | |
Seattle C | |
| 2007 | | |
| 4,253 | |
Seacarriers Lines Inc. | |
| June 28, 2005 | | |
Vancouver | |
| 2007 | | |
| 4,253 | |
DANAOS CORPORATION
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS (Continued)
| 1 | Basis
of Presentation and General Information (Continued) |
Company | |
Date
of Incorporation | | |
Vessel
Name | |
Year
Built | | |
TEU(1) | |
Containers Services Inc. | |
| May 30,
2002 | | |
Tongala | |
| 2004 | | |
| 4,253 | |
Containers Lines Inc. | |
| May 30,
2002 | | |
Derby D | |
| 2004 | | |
| 4,253 | |
Boulevard Shiptrade S.A | |
| September 12,
2013 | | |
Dimitris C | |
| 2001 | | |
| 3,430 | |
CellContainer (No. 4) Corp. | |
| March 23,
2007 | | |
Express Spain | |
| 2011 | | |
| 3,400 | |
CellContainer (No. 5) Corp. | |
| March 23,
2007 | | |
Express Black Sea | |
| 2011 | | |
| 3,400 | |
CellContainer (No. 1) Corp. | |
| March 23,
2007 | | |
Express Argentina | |
| 2010 | | |
| 3,400 | |
CellContainer (No. 2) Corp. | |
| March 23,
2007 | | |
Express Brazil | |
| 2010 | | |
| 3,400 | |
CellContainer (No. 3) Corp. | |
| March 23,
2007 | | |
Express France | |
| 2010 | | |
| 3,400 | |
Wellington Marine Inc. | |
| January 27,
2005 | | |
Singapore | |
| 2004 | | |
| 3,314 | |
Auckland Marine Inc. | |
| January 27,
2005 | | |
Colombo | |
| 2004 | | |
| 3,314 | |
Vilos Navigation Company Ltd. | |
| May 30,
2013 | | |
Zebra | |
| 2001 | | |
| 2,602 | |
Trindade Maritime Company | |
| April 10,
2013 | | |
Amalia C (2) | |
| 1998 | | |
| 2,452 | |
Sarond Shipping Inc. | |
| January 18,
2013 | | |
Artotina | |
| 2001 | | |
| 2,524 | |
Speedcarrier (No. 7) Corp. | |
| December 6,
2007 | | |
Highway | |
| 1998 | | |
| 2,200 | |
Speedcarrier (No. 6) Corp. | |
| December 6,
2007 | | |
Progress C | |
| 1998 | | |
| 2,200 | |
Speedcarrier (No. 8) Corp. | |
| December 6,
2007 | | |
Bridge | |
| 1998 | | |
| 2,200 | |
Speedcarrier (No. 1) Corp. | |
| June 28,
2007 | | |
Phoenix D | |
| 1997 | | |
| 2,200 | |
Speedcarrier (No. 2) Corp. | |
| June 28,
2007 | | |
Advance | |
| 1997 | | |
| 2,200 | |
Speedcarrier (No. 3) Corp. | |
| June 28,
2007 | | |
Stride (3) | |
| 1997 | | |
| 2,200 | |
Speedcarrier (No. 5) Corp. | |
| June 28,
2007 | | |
Future | |
| 1997 | | |
| 2,200 | |
Speedcarrier (No. 4) Corp. | |
| June 28,
2007 | | |
Sprinter | |
| 1997 | | |
| 2,200 | |
Vessels under construction | |
| | | |
| |
| | | |
| | |
Teushipper (No. 4) Corp. | |
| March 14,
2022 | | |
Hull No. HN4012 | |
| 2024 | | |
| 8,010 | |
Boxsail (No. 3) Corp. | |
| March 4,
2022 | | |
Hull No. CV5900-07 | |
| 2025 | | |
| 6,014 | |
Boxsail (No. 4) Corp. | |
| March 4,
2022 | | |
Hull No. CV5900-08 | |
| 2025 | | |
| 6,014 | |
Boxline (No. 1) Corp. | |
| June 7,
2023 | | |
Hull No. YZJ2023-1556 | |
| 2026 | | |
| 8,258 | |
Boxline (No. 2) Corp. | |
| June 7,
2023 | | |
Hull No. YZJ2023-1557 | |
| 2026 | | |
| 8,258 | |
Boxline (No. 3) Corp. | |
| February 2,
2024 | | |
Hull No. YZJ2024-1612 | |
| 2026 | | |
| 8,258 | |
Boxline (No. 4) Corp. | |
| February 2,
2024 | | |
Hull No. YZJ2024-1613 | |
| 2027 | | |
| 8,258 | |
Boxline (No. 5) Corp. | |
| March 8,
2024 | | |
Hull No. YZJ2024-1625 | |
| 2027 | | |
| 8,258 | |
Boxline (No. 6) Corp. | |
| March 8,
2024 | | |
Hull No. YZJ2024-1626 | |
| 2027 | | |
| 8,258 | |
Boxline (No. 7) Corp. | |
| May 30,
2024 | | |
Hull No. YZJ2024-1668 | |
| 2027 | | |
| 8,258 | |
Boxsail (No. 5) Corp. | |
| June 13,
2024 | | |
Hull No. C9200-7 | |
| 2027 | | |
| 9,200 | |
Boxsail (No. 6) Corp. | |
| June 13,
2024 | | |
Hull No. C9200-8 | |
| 2027 | | |
| 9,200 | |
Boxsail (No. 7) Corp. | |
| June 27,
2024 | | |
Hull No. C9200-9 | |
| 2027 | | |
| 9,200 | |
Boxsail (No. 8) Corp. | |
| June 27,
2024 | | |
Hull No. C9200-10 | |
| 2028 | | |
| 9,200 | |
Boxsail (No. 9) Corp. | |
| July 11,
2024 | | |
Hull No. C9200-11 | |
| 2028 | | |
| 9,200 | |
| (1) | Twenty-feet equivalent unit, the international standard measure for containers
and container vessels capacity. |
| (2) | The sale of Amalia C was completed in January 2023. |
| (3) | The Stride was sold for scrap in March 2024. |
| (4) | The Interasia Accelerate, Greenland and Catherine C were
delivered in the second quarter of 2024. |
| (5) | The Interasia Amplify and Greenville were delivered in the
third quarter of 2024. |
Capesize drybulk vessels:
Company | |
Date
of Incorporation | | |
Vessel
Name | |
Year
Built | | |
DWT(1) | |
Bulk No. 1 Corp. | |
| July 14,
2023 | | |
Integrity | |
| 2010 | | |
| 175,966 | |
Bulk No. 2 Corp. | |
| July 14,
2023 | | |
Achievement | |
| 2011 | | |
| 175,966 | |
Bulk No. 3 Corp. | |
| July 14,
2023 | | |
Ingenuity | |
| 2011 | | |
| 176,022 | |
Bulk No. 4 Corp. | |
| July 14,
2023 | | |
Genius | |
| 2012 | | |
| 175,580 | |
Bulk No. 5 Corp. | |
| July 14,
2023 | | |
Peace | |
| 2010 | | |
| 175,858 | |
Bulk No. 6 Corp. | |
| September 15,
2023 | | |
W Trader | |
| 2009 | | |
| 175,879 | |
Bulk No. 7 Corp. | |
| September 25,
2023 | | |
E Trader | |
| 2009 | | |
| 175,886 | |
Bulk No. 8 Corp. | |
| January 31,
2024 | | |
Danaos (ex Guo May) (3) | |
| 2011 | | |
| 176,536 | |
Bulk No. 9 Corp. | |
| February 2,
2024 | | |
Gouverneur (ex Xin Hang) (2) | |
| 2010 | | |
| 178,043 | |
Bulk No. 10 Corp. | |
| February 15,
2024 | | |
Valentine (ex Star Audrey) (2) | |
| 2011 | | |
| 175,125 | |
| (1) | DWT, dead weight tons, the international standard measure for drybulk
vessels capacity. |
| (2) | The vessels were delivered in the second quarter of 2024. |
| (3) | The vessel was delivered in July 2024. |
DANAOS CORPORATION
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS (Continued)
Impact of the wars
in Ukraine and Gaza on the Company’s Business
The current conflict
between Russia and Ukraine, and related sanctions imposed by the U.S., EU and others, adversely affect the crewing operations of the
Company’s Manager, which has crewing offices in St. Petersburg, Odessa and Mariupol (damaged by the war), and trade patterns involving
ports in the Black Sea or Russia, and as well as impacting world energy supply and creating uncertainties in the global economy, which
in turn impact containership and drybulk demand. The extent of the impact will depend largely on future developments.
The
war between Israel and Hamas in the Gaza Strip, conflict with Hezbollah and potential disruption of shipping routes such as Houthi
attacks in the Red Sea and the Gulf of Aden, has not affected the Company’s business to date; however, an escalation of these conflicts
could have reverberations on the regional and global economies that could have the potential to adversely affect demand for cargoes and
the Company’s business.
| 2 | Significant
Accounting Policies |
For a detailed
discussion about the Company’s significant accounting policies, see Note 2 “Significant Accounting Policies” in the
Company’s consolidated financial statements included in the Annual Report on Form 20-F for the year ended December 31,
2023 filed with the Securities and Exchange Commission on February 29, 2024. During the nine months ended September 30, 2024,
there were no significant changes made to the Company’s significant accounting policies.
| 3 | Investments in Affiliates |
In March 2023,
the Company invested $4.3 million in the common shares of a newly established company Carbon Termination Technologies Corporation (“CTTC”),
incorporated in the Republic of the Marshall Islands, which represents the Company’s 49% ownership interest. CTTC currently engages
in research and development of decarbonization technologies for the shipping industry. Equity method of accounting is used for this investment.
In July 2024, the Company provided a $1.2 million loan to CTTC repayable in one year. The Company’s share of CTTC’s
initial expenses amounted to $1.4 million and $4.0 million and is presented under “Equity loss on investments” in the condensed
consolidated statement of income in the nine months ended September 30, 2024 and the period ended December 31, 2023, respectively.
| 4 | Fixed Assets, Advances for Vessels Acquisition and Vessels under
Construction |
In 2023, the Company
acquired 7 Capesize bulk carriers built in 2009 through 2012 that aggregate to 1,231,157 DWT for a total purchase price of $139.6 million.
In February 2024, the Company entered into agreements to acquire 3 Capesize bulk carriers built in 2010 through 2011 that aggregate
529,704 DWT for a total purchase price of $79.8 million. Two of these vessels were delivered to the Company in the second quarter of
2024 and one in July 2024.
In
April 2022, the Company entered into contracts for the construction of four 8,000 TEU container vessels, of which two were delivered
to the Company from the shipyard in the second quarter of 2024, one was delivered in the third quarter of 2024 and one was delivered
in October 2024. In March 2022, the Company entered into contracts for the construction of two 7,100 TEU container vessels,
of which one was delivered to the Company from the shipyard in the second quarter of 2024 and one in the third quarter of 2024. In
April 2023, the Company entered into contracts for the construction of two 6,000 TEU container vessels with expected vessels delivery
in 2025. In June 2023, the Company entered into contracts for the construction of two 8,200 TEU container vessels with expected
vessels delivery in 2026. In February and March 2024, the Company entered into contracts for the construction of four 8,200
TEU container vessels with expected vessels deliveries in 2026 through 2027. In June and July 2024, the Company entered into
contracts for the construction of five 9,200 TEU container vessels and one 8,200 TEU container vessel with expected deliveries in 2027
and 2028.
| 4 | Fixed Assets, Advances for Vessels Acquisition and Vessels under
Construction (Continued) |
As of September 30,
2024, the aggregate purchase price of the 15 remaining vessel construction contracts amounts to $1,389.7 million, of which $186.3 million,
$57.7 million and $36.5 million was paid in the nine months ended September 30, 2024 and in the years ended December 31, 2023
and 2022, respectively. The contractual commitments under 15 remaining vessel construction contracts are analyzed as follows as of September 30,
2024 (in thousands):
Payments due by period ended | |
| |
December 31, 2024 | |
$ | 68,486 | |
December 31, 2025 | |
| 137,014 | |
December 31, 2026 | |
| 354,690 | |
December 31, 2027 | |
| 454,542 | |
December 31, 2028 | |
| 94,500 | |
Total contractual commitments | |
$ | 1,109,232 | |
Additionally, a
supervision fee of $850 thousand per newbuilding vessel is payable to Danaos Shipping Company Limited (the “Manager”) over
the construction period. Supervision fees totaling $2.6 million and $3.0 million were charged by the Manager and capitalized to the vessels
under construction in the nine months ended September 30, 2024 and in the year ended December 31, 2023, respectively. Interest
expense amounting to $16.8 million, $17.4 million and $5.0 million was capitalized to the vessels under construction in the nine months
ended September 30, 2024 and in the years ended December 31, 2023 and 2022, respectively.
In
March 2024, the Company sold for scrap the vessel Stride, which had been off-hire since January 8, 2024 due to
damage from a fire in the engine room that was subsequently contained. The Company collected $10.2 million net insurance proceeds for
total loss of vessel and recognized a gain on disposal of this vessel amounting to $6.7 million in the nine months ended September 30,
2024 separately presented under “Net gain on disposal/sale of vessels” in the condensed consolidated statement of income.
The proceedings with the insurers are in progress as of September 30, 2024, and any additional gain will be recognized upon their
finalization.
In
December 2022, the Company entered into an agreement to sell the vessel Amalia C for an aggregate gross consideration
of $5.1 million, which was delivered to its buyers in January 2023 resulting in a $1.6 million gain separately presented under “Net
gain on disposal/sale of vessels” in the condensed consolidated statement of income.
The Company assumed
time charter liabilities related to its acquisition of vessels in the second half of 2021. The amortization of these assumed time charters
amounted to $4.5 million and $16.8 million in the nine months ended September 30, 2024 and September 30, 2023, respectively
and is presented under “Operating revenues” in the condensed consolidated statement of income. The remaining unamortized
amount of nil and $4.5 million is presented under current “Unearned revenue” in the condensed consolidated balance sheet
as of September 30, 2024 and December 31, 2023, respectively.
The residual value
(estimated scrap value at the end of the vessels’ useful lives) of the fleet was estimated at $596.4 million and $540.5 million
as of September 30, 2024 and as of December 31, 2023, respectively. The Company has calculated the residual value of the vessels
taking into consideration the 10 year average and the 5 year average of the scrap prices. The Company has applied uniformly
the scrap value of $300 per ton for all vessels. The Company believes that $300 per ton is a reasonable estimate of future scrap prices,
taking into consideration the cyclicality of the nature of future demand for scrap steel. Although the Company believes that the assumptions
used to determine the scrap rate are reasonable and appropriate, such assumptions are highly subjective, in part, because of the cyclical
nature of future demand for scrap steel.
DANAOS CORPORATION
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS (Continued)
Deferred charges,
net consisted of the following (in thousands):
| |
Drydocking and
Special Survey Costs | |
As of January 1, 2023 | |
$ | 25,554 | |
Additions | |
| 31,121 | |
Amortization | |
| (18,663 | ) |
As of December 31, 2023 | |
| 38,012 | |
Additions | |
| 28,690 | |
Amortization | |
| (19,909 | ) |
Write-off | |
| (660 | ) |
As of September 30, 2024 | |
$ | 46,133 | |
The Company follows
the deferral method of accounting for drydocking and special survey costs in accordance with accounting for planned major maintenance
activities, whereby actual costs incurred are deferred and amortized on a straight-line basis over the period until the next scheduled
survey, which is two and a half years. If special survey or drydocking is performed prior to the scheduled date, the remaining unamortized
balances are immediately written off. Furthermore, when a vessel is drydocked in more than one reporting period, the respective costs
are identified and recorded in the period in which they were incurred and not at the conclusion of the drydocking.
| 6 | Other
Current and Non-current Assets |
Other current and
non-current assets consisted of the following (in thousands):
| |
As of | | |
As of | |
| |
September 30, 2024 | | |
December 31, 2023 | |
Straight-lining of revenue | |
$ | 24,620 | | |
$ | 36,495 | |
Marketable securities | |
| 96,423 | | |
| 86,029 | |
Claims receivable | |
| 15,505 | | |
| 12,026 | |
Other current assets | |
| 12,064 | | |
| 7,623 | |
Total other current assets | |
$ | 148,612 | | |
$ | 142,173 | |
| |
| | | |
| | |
Straight-lining of revenue | |
$ | 49,088 | | |
$ | 63,382 | |
Other non-current assets | |
| 13,861 | | |
| 9,245 | |
Total other non-current assets | |
$ | 62,949 | | |
$ | 72,627 | |
In June 2023, the Company
acquired marketable securities of Eagle Bulk Shipping Inc., which was listed on the New York Stock Exchange (Ticker: EGLE) consisting
of 1,552,865 shares of common stock for $68.2 million (out of which $24.4 million from Virage International Ltd., a related company).
EGLE owned and operated a fleet of bulk carriers. As of December 31, 2023, these marketable securities were fair valued at $86.0
million and the Company recognized a $17.9 million gain on these marketable securities reflected under “Gain on investments”
in the condensed consolidated statements of income in the period ended December 31, 2023. On December 11, 2023, Star Bulk Carriers
Corp. (Ticker: SBLK), a NASDAQ-listed owner and operator of drybulk vessels, and EGLE announced that both companies had entered into
a definitive agreement to combine in an all-stock merger, which was completed on April 9, 2024. Under the terms of the agreement,
EGLE shareholders received 2.6211 shares of SBLK common stock in exchange for each share of EGLE common stock owned. As a result, the
Company owns 4,070,214 shares of SBLK common stock, which were fair valued at $96.4 million as of September 30, 2024. The Company
recognized a $10.4 million gain on marketable securities and dividend income on these securities amounting to $6.8 million in the nine
months ended September 30, 2024.
DANAOS CORPORATION
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS (Continued)
Accrued liabilities
consisted of the following (in thousands):
| |
As of | | |
As of | |
| |
September 30, 2024 | | |
December 31, 2023 | |
Accrued interest | |
$ | 4,782 | | |
$ | 8,312 | |
Accrued dry-docking expenses | |
| 3,433 | | |
| 3,276 | |
Accrued expenses | |
| 8,441 | | |
| 8,870 | |
Total | |
$ | 16,656 | | |
$ | 20,458 | |
Accrued expenses
mainly consisted of accruals related to the operation of the Company’s fleet as of September 30, 2024 and December 31,
2023.
Long-term debt,
net consisted of the following (in thousands):
Credit Facility | |
Balance as of September 30, 2024 | | |
Balance as of December 31, 2023 | |
BNP Paribas/Credit Agricole $130 mil. Facility | |
$ | 88,100 | | |
$ | 100,000 | |
Alpha Bank $55.25 mil. Facility | |
| 42,125 | | |
| 47,750 | |
Syndicated $450.0 mil. Facility | |
| 296,485 | | |
| – | |
Citibank $382.5 mil. Revolving Credit Facility | |
| – | | |
| – | |
Senior unsecured notes | |
| 262,766 | | |
| 262,766 | |
Total long-term debt | |
$ | 689,476 | | |
$ | 410,516 | |
Less: Deferred finance costs, net | |
| (10,480 | ) | |
| (6,342 | ) |
Less: Current portion | |
| (31,720 | ) | |
| (21,300 | ) |
Total long-term debt net of current portion and deferred finance cost | |
$ | 647,276 | | |
$ | 382,874 | |
In March 2024,
the Company entered into a syndicated loan facility agreement of up to $450 million (the “Syndicated $450.0 mil. Facility”),
which is secured by 8 of the Company’s container vessels under construction and newbuilds. The Company drew down $299.0 million
related to 5 of these vessels delivered to the Company as of September 30, 2024. This facility is repayable in quarterly instalments
up to September 2030. The facility bears interest at SOFR plus a margin of 1.85%.
In June 2022,
the Company drew down $130.0 million of senior secured term loan facility from BNP Paribas and Credit Agricole, which is secured by six
5,466 TEU sister vessels acquired in 2021. This facility is repayable in eight quarterly instalments of $5.0 million, twelve quarterly
instalments of $1.9 million together with a balloon payment of $67.2 million payable over five-year term. The facility bears interest
at SOFR plus a margin of 2.16% as adjusted by the sustainability margin adjustment.
In December 2022,
the Company early extinguished the remaining $437.75 million of the Citibank/Natwest $815 mil. Facility and replaced it with Citibank
of up to $382.5 mil. Revolving Credit Facility, out of which nil is drawn down as of September 30, 2024 and with Alpha Bank $55.25
mil. Facility, which was drawn down in full. Citibank $382.5 mil. Revolving Credit Facility is reducing and repayable over 5 years in
20 quarterly reductions of $11.25 million each together with a final reduction of $157.5 million at maturity in December 2027. This
facility bears interest at SOFR plus a margin of 2.0% and commitment fee of 0.8% on any undrawn amount and is secured by sixteen of the
Company’s vessels. Alpha Bank $55.25 mil. Facility is repayable over 5 years with 20 consecutive quarterly instalments of $1.875
million each, together with a balloon payment of $17.75 million at maturity in December 2027. This facility bears interest at SOFR
plus a margin of 2.3% and is secured by two of the Company’s vessels.
DANAOS CORPORATION
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS (Continued)
| 8 | Long-Term
Debt, net (Continued) |
The Company incurred
interest expense amounting to $31.5 million, out of which $16.8 million was capitalized in the nine months ended September 30, 2024
compared to $27.1 million of interest expense incurred (including interest on leaseback obligations), out of which $12.0 million was
capitalized in the nine months ended September 30, 2023. As of September 30, 2024, there was a $303.75 million remaining borrowing
availability under the Company’s Citibank $382.5 mil. Revolving Credit Facility and $151.0 million under the Syndicated $450.0
million Facility. Twenty-nine of the Company’s vessels having a net carrying value of $1,949.4 million as of September 30,
2024 and three container vessels under construction, were subject to first preferred mortgages as collateral to the Company’s credit
facilities other than its senior unsecured notes.
On February 11,
2021, the Company issued in a private placement, $300.0 million aggregate principal amount of senior unsecured notes, which bear interest
at a fixed rate of 8.50% per annum and mature on March 1, 2028. At any time on or after March 1, 2024, March 1, 2025 and
March 1, 2026 the Company may elect to redeem all or any portion of the notes, respectively, at a price equal to 104.25%, 102.125%
and 100%, respectively, of the principal amount being redeemed. Prior to March 1, 2024 the Company could have redeemed up to 35%
of the aggregate principal of the notes from equity offering proceeds at a price equal to 108.50% within 90 days after the equity offering
closing. In December 2022, the Company repurchased $37.2 million aggregate principal amount of its unsecured senior notes in a privately
negotiated transaction. Interest payments on the notes are payable semi-annually commencing on September 1, 2021. $9.0 million of
bond issuance costs were deferred and are recognized over the life of the bond through the effective interest method.
The scheduled debt
maturities of long-term debt subsequent to September 30, 2024 are as follows (in thousands):
Payments due by period ended | |
Principal
repayments | |
September 30, 2025 | |
$ | 31,720 | |
September 30, 2026 | |
| 31,720 | |
September 30, 2027 | |
| 97,020 | |
September 30, 2028 | |
| 299,011 | |
September 30, 2029 | |
| 230,005 | |
Total long-term debt | |
$ | 689,476 | |
Alpha Bank $55.25
mil. Facility, Citibank $382.5 mil. Revolving Credit Facility and Syndicated $450.0 mil. Facility contain a requirement to maintain minimum
fair market value of collateral vessels to loan value coverage of 120% and the BNP Paribas/Credit Agricole $130 mil. Facility of 125%.
Additionally, these facilities require to maintain the following financial covenants:
(i) minimum
liquidity of $30.0 million;
(ii) maximum
consolidated debt (less cash and cash equivalents) to consolidated EBITDA ratio of 6.5x; and
(iii) minimum
consolidated EBITDA to net interest expense ratio of 2.5x.
Each of the credit
facilities except for senior unsecured notes are collateralized by first preferred mortgages over the vessels financed, general assignment
of all hire freights, income and earnings, the assignment of their insurance policies, as well as any proceeds from the sale of mortgaged
vessels, stock pledges and benefits from corporate guarantees. The Company was in compliance with the financial covenants contained in
the credit facilities agreements as of September 30, 2024 and December 31, 2023.
DANAOS CORPORATION
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS (Continued)
The following is
a summary of the Company’s risk management strategies and the effect of these strategies on the Company’s condensed consolidated
financial statements.
Interest
Rate Risk: Interest rate risk arises on bank borrowings. The Company monitors the interest rate on borrowings closely
to ensure that the borrowings are maintained at favorable rates.
Concentration
of Credit Risk: Financial instruments that potentially subject the Company to significant concentrations of credit risk
consist principally of cash, cash equivalents and trade accounts receivable. The Company places its temporary cash investments, consisting
mostly of deposits, with established financial institutions. The Company performs periodic evaluations of the relative credit standing
of those financial institutions that are considered in the Company’s investment strategy. The Company is exposed to credit risk
in the event of non-performance by counterparties, however, the Company limits this exposure by diversifying among counterparties with
high credit ratings. The Company depends upon a limited number of customers for a large part of its revenues. Credit risk with respect
to trade accounts receivable is generally managed by the selection of customers among the major liner companies in the world and their
dispersion across many geographic areas.
Fair
Value: The carrying amounts reflected in the accompanying consolidated balance sheets of financial assets and liabilities
(excluding long-term bank loans and certain other non-current assets) approximate their respective fair values due to the short maturity
of these instruments. The fair values of long-term floating rate bank loans approximate the recorded values, generally due to their variable
interest rates. The fair value of senior unsecured notes is measured based on quoted market prices. The fair value of marketable securities
is measured based on the closing price of the securities on a stock exchange.
a. Interest Rate Swap Hedges
The Company currently
has no outstanding interest rate swaps agreements. However, in the past years, the Company entered into interest rate swap agreements
with its lenders in order to manage its floating rate exposure. Certain variable-rate interests on specific borrowings were associated
with vessels under construction and were capitalized as a cost of the specific vessels. In accordance with the accounting guidance on
derivatives and hedging, the amounts related to realized gains or losses on cash flow hedges that have been entered into and qualified
for hedge accounting, in order to hedge the variability of that interest, were recognized in accumulated other comprehensive loss and
are reclassified into earnings over the depreciable life of the constructed asset, since that depreciable life coincides with the amortization
period for the capitalized interest cost on the debt. An amount of $2.7 million was reclassified into earnings for the nine months
ended September 30, 2024 and 2023, representing its amortization over the depreciable life of the vessels. An amount of $3.6 million
is expected to be reclassified into earnings within the next 12 months.
b. Fair Value of Financial Instruments
The Company determines
fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market
participants at the measurement date. Inputs used in the valuation techniques to derive fair values are classified based on a three-level
hierarchy.
Level I: Inputs are unadjusted, quoted
prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation of these items does
not entail a significant amount of judgment.
Level II: Inputs other than quoted
prices included in Level I that are observable for the asset or liability through corroboration with market data at the measurement date.
Level III: Inputs that are unobservable.
The Company did not use any Level 3 inputs as of September 30, 2024 and December 31, 2023.
DANAOS CORPORATION
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS (Continued)
| 9 | Financial
Instruments (Continued) |
The estimated fair values of the
Company’s financial instruments are as follows:
|
|
As of September 30, 2024 |
|
As of December 31, 2023 |
|
|
Book Value |
|
Fair Value |
|
Book Value |
|
Fair Value |
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands of $) |
Cash and cash equivalents |
|
$ |
384,336 |
|
$ |
384,336 |
|
$ |
271,809 |
|
$ |
271,809 |
Marketable securities |
|
$ |
96,423 |
|
$ |
96,423 |
|
$ |
86,029 |
|
$ |
86,029 |
Secured long-term debt, including current portion(1) |
|
$ |
426,710 |
|
$ |
426,710 |
|
$ |
147,750 |
|
$ |
147,750 |
Unsecured long-term debt(1) |
|
$ |
262,766 |
|
$ |
252,324 |
|
$ |
262,766 |
|
$ |
241,969 |
The estimated fair value of the financial instruments that
are measured at fair value on a recurring basis, categorized based upon the fair value hierarchy, are as follows as of September 30,
2024:
| |
Fair Value Measurements as of September 30, 2024 | |
| |
Total | | |
(Level I) | | |
(Level II) | | |
(Level III) | |
| |
| | |
| | |
| | |
| |
| |
(in thousands of $) | |
Marketable securities | |
$ | 96,423 | | |
$ | 96,423 | | |
$ | — | | |
$ | — | |
The estimated fair value of the financial instruments that
are not measured at fair value on a recurring basis, categorized based upon the fair value hierarchy, are as follows as of September 30,
2024:
| |
Fair Value Measurements as of September 30, 2024 | |
| |
Total | | |
(Level I) | | |
(Level II) | | |
(Level III) | |
| |
| | |
| | |
| | |
| |
| |
(in thousands of $) | |
Cash and cash equivalents | |
$ | 384,336 | | |
$ | 384,336 | | |
$ | — | | |
$ | — | |
Secured long-term debt, including current portion(1) | |
$ | 426,710 | | |
$ | — | | |
$ | 426,710 | | |
$ | — | |
Unsecured long-term debt(1) | |
$ | 252,324 | | |
$ | 252,324 | | |
$ | — | | |
$ | — | |
The estimated fair value of the financial instruments that
are measured at fair value on a recurring basis, categorized based upon the fair value hierarchy, are as follows as of December 31,
2023:
| |
Fair Value Measurements as of December 31, 2023 | |
| |
Total | | |
(Level I) | | |
(Level II) | | |
(Level III) | |
| |
| | |
| | |
| | |
| |
| |
(in thousands of $) | |
Marketable securities | |
$ | 86,029 | | |
$ | 86,029 | | |
$ | — | | |
$ | — | |
The estimated fair value of the financial
instruments that are not measured at fair value on a recurring basis, categorized based upon the fair value hierarchy, are as follows
as of December 31, 2023:
| |
Fair Value Measurements as of December 31, 2023 | |
| |
Total | | |
(Level I) | | |
(Level II) | | |
(Level III) | |
| |
| | |
| | |
| | |
| |
| |
(in thousands of $) | |
Cash and cash equivalents | |
$ | 271,809 | | |
$ | 271,809 | | |
$ | — | | |
$ | — | |
Secured long-term debt, including current portion(1) | |
$ | 147,750 | | |
$ | — | | |
$ | 147,750 | | |
$ | — | |
Unsecured long-term debt(1) | |
$ | 241,969 | | |
$ | 241,969 | | |
$ | — | | |
$ | — | |
| (1) | Secured and unsecured long-term debt,
including current portion is presented gross of deferred finance costs of $10.5 million and
$6.3 million as of September 30, 2024 and December 31, 2023, respectively. The
fair value of the Company’s secured debt is estimated based on currently available
debt with similar contract terms, interest rate and remaining maturities. |
DANAOS CORPORATION
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS (Continued)
| 10 | Commitments
and Contingencies |
There are no material
legal proceedings to which the Company is a party or to which any of its properties are the subject, or other contingencies that the
Company is aware of, other than routine litigation incidental to the Company’s business.
The Company has
outstanding commitments under vessel construction contracts as of September 30, 2024, see the Note 4 “Fixed Assets, Advances
for Vessels Acquisition and Vessels under Construction”.
In the period ended
September 30, 2024, the Company declared and paid dividend of $0.80 per share of common stock paid in each of March, June and
August amounting to $46.5 million, compared to a dividend of $0.75 per share of common stock in each of February, May and August amounting
to $45.2 million in the period ended September 30, 2023. The Company issued 19 and 27 shares of common stock pursuant to its dividends
reinvestment plan in the periods ended September 30, 2024 and September 30, 2023, respectively.
In June 2022,
the Company announced a share repurchase program of up to $100 million of the Company’s common stock. A $100 million increase to
the existing share repurchase program, for a total aggregate amount of $200 million, was approved by the Company’s Board of Directors
on November 10, 2023. The Company repurchased 85,386 shares of the Company’s common stock in the open market for $6.3 million
in the nine months ended September 30, 2024, 1,131,040 shares for $70.6 million in the year ended December 31, 2023 and 466,955
shares for $28.6 million in the period ended December 31, 2022. As of September 30, 2024, the Company had repurchased a total
of 1,683,381 shares of common stock for $105.5 million under this repurchase program.
As of April 18,
2008, the Board of Directors and the Compensation Committee approved incentive compensation of the Manager’s employees with its
shares from time to time, after specific for each such time, decision by the compensation committee and the Board of Directors in order
to provide a means of compensation in the form of free shares to certain employees of the Manager of the Company’s common stock.
The plan was effective as of December 31, 2008. Pursuant to the terms of the plan, employees of the Manager may receive (from time
to time) shares of the Company’s common stock as additional compensation for their services offered during the preceding period.
The total amount of stock to be granted to employees of the Manager will be at the Company’s Board of Directors’ discretion
only and there will be no contractual obligation for any stock to be granted as part of the employees’ compensation package in
future periods. No restricted shares were issued and outstanding under this program as of September 30, 2024 and December 31,
2023.
The aggregate number
of shares of common stock for which awards may be granted under the Plan shall not exceed 1,000,000 shares plus the number of unvested
shares granted before August 2, 2019. The equity awards may be granted by the Company’s Compensation Committee or Board of
Directors under its amended and restated 2006 equity compensation plan. Awards made under the Plan that have been forfeited, cancelled
or have expired, will not be treated as having been granted for purposes of the preceding sentence.
On November 10,
2023, the Company granted 100,000 fully vested shares as well as two tranches of 100,000 shares each that will vest as of December 31,
2024 and December 31, 2025, respectively, to the Manager under the amended and restated management agreement with the Manager, refer
to Note 14 “Related Party Transactions”. The fair value of shares granted was calculated based on the closing trading price
of the Company’s shares at the grant date of $63.40. An amount of $4.7 million was expensed in the nine months ended September 30,
2024; and $1.6 million and $6.3 million are expected to be recognized as stock based compensation to the Manager in each of the remainder
of 2024 and 2025, respectively.
DANAOS CORPORATION
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS (Continued)
| 11 | Stockholders’
Equity (Continued) |
The Company has
also established the Directors Share Payment Plan under its 2006 equity compensation plan. The purpose of the plan is to provide a means
of payment of all or a portion of compensation payable to directors of the Company in the form of Company’s Common Stock. The plan
was effective as of April 18, 2008. Each member of the Board of Directors of the Company may participate in the plan. Pursuant to
the terms of the plan, directors may elect to receive in Common Stock all or a portion of their compensation. Following December 31
of each year, the Company delivers to each Director the number of shares represented by the rights credited to their Share Payment Account
during the preceding calendar year. During the nine months ended September 30, 2024 and September 30, 2023, none of the directors
elected to receive their compensation in Company shares.
| 12 | Lease Arrangements |
| | |
| | Charters-out |
As of September 30,
2024, the Company generated leasing operating revenues from its 72 container vessels on time charter or bareboat charter agreements with
remaining terms ranging from less than one year to 2030. Additionally, the Company contracted multi-year time charter agreements for
15 of its container vessels under construction as of September 30, 2024. Under the terms of the charter party agreements, most charterers
have options to extend the duration of contracts ranging from less than one year to three years after the expiration of the contract.
The Company determines fair value of its vessels at the lease commencement date and at the end of lease term for lease classification
with the assistance from valuations obtained by third party independent shipbrokers. The Company manages its risk associated with the
residual value of its vessels after the expiration of the charter party agreements by seeking multi-year charter arrangements for its
vessels.
In May 2022,
the Company received $238.9 million of charter hire prepayment related to charter contracts for 15 of the Company’s vessels, representing
partial prepayment of charter hire payable up to January 2027. This charter hire prepayment is recognized in revenue through the
remaining period of each charter party agreement, in addition to the contracted future minimum payments reflected in the below table.
As of September 30, 2024, the outstanding balances of the current and non-current portion of unearned revenue in relation to this
prepayment amounted to $41.5 million and $29.7 million, respectively. As of December 31, 2023, the outstanding balances of the current
and non-current portion of unearned revenue in relation to this prepayment amounted to $44.2 million and $60.1 million, respectively.
The future minimum
payments, expected to be received on non-cancellable time charters and bareboat charters classified as operating leases consisted of
the following as of September 30, 2024 (in thousands):
Remainder of 2024 | |
$ | 225,014 | |
2025 | |
| 858,284 | |
2026 | |
| 700,634 | |
2027 | |
| 451,007 | |
2028 | |
| 234,381 | |
2029 | |
| 197,964 | |
2030 and thereafter | |
| 521,241 | |
Total future rentals | |
$ | 3,188,525 | |
Rentals from time
charters are not generally received when a vessel is off-hire, including time required for normal periodic maintenance of the vessel.
In arriving at the future minimum rentals, an estimated time off-hire to perform periodic maintenance on each vessel has been deducted,
although there is no assurance that such estimate will be reflective of the actual off-hire in the future.
DANAOS CORPORATION
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS (Continued)
The following table
sets forth the computation of basic and diluted earnings per share:
| |
Three months ended | |
| |
September 30, 2024 | | |
September 30, 2023 | |
| |
| | |
| |
| |
(in thousands) | |
Numerator: | |
| | |
| |
Net income | |
$ | 122,996 | | |
$ | 133,156 | |
| |
| | | |
| | |
Denominator (number of shares in thousands): | |
| | | |
| | |
Basic weighted average common shares outstanding | |
| 19,345 | | |
| 19,693 | |
Effect of dilutive securities: | |
| | | |
| | |
Dilutive effect of non-vested shares | |
| 172 | | |
| - | |
Diluted weighted average common shares outstanding | |
| 19,517 | | |
| 19,693 | |
| |
| | | |
| | |
Basic earnings per share | |
| 6.36 | | |
| 6.76 | |
Diluted earnings per share | |
| 6.30 | | |
| 6.76 | |
| |
Nine months ended | |
| |
September 30, 2024 | | |
September 30, 2023 | |
| |
| | |
| |
| |
(in thousands) | |
Numerator: | |
| | |
| |
Net income | |
$ | 414,646 | | |
$ | 426,378 | |
| |
| | | |
| | |
Denominator (number of shares in thousands): | |
| | | |
| | |
Basic weighted average common shares outstanding | |
| 19,368 | | |
| 20,039 | |
Effect of dilutive securities: | |
| | | |
| | |
Dilutive effect of non-vested shares | |
| 172 | | |
| - | |
Diluted weighted average common shares outstanding | |
| 19,540 | | |
| 20,039 | |
| |
| | | |
| | |
Basic earnings per share | |
| 21.41 | | |
| 21.28 | |
Diluted earnings per share | |
| 21.22 | | |
| 21.28 | |
DANAOS CORPORATION
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS (Continued)
| 14 | Related Party Transactions |
On November 10,
2023, the Company entered into an amended and restated management agreement with Danaos Shipping Company Limited (“the Manager”),
extending the term from December 31, 2024 to December 31, 2025. Under this agreement, the Company pays to the Manager the following
fees in 2024: (i) an annual management fee of $2.0 million and 100,000 shares of the Company’s common stock, payable annually,
(ii) a daily vessel management fee of $475 for vessels on bareboat charter, pro-rated for the number of calendar days the Company
owns each vessel, (iii) a daily vessel management fee of $950 for vessels on time charter and voyage charter, pro-rated for the
number of calendar days the Company owns each vessel, (iv) a fee of 1.25% on all freight, charter hire, ballast bonus and demurrage
for each vessel, (v) a fee of 1.0% based on the contract price of any vessel bought or sold by it on the Company’s behalf,
including newbuilding contracts, and (vi) a flat fee of $850 thousand per newbuilding vessel, which is capitalized to the newbuilding
cost, for the on premises supervision of any newbuilding contracts by selected engineers and others of its staff.
Management fees
to the Manager amounted to $21.4 million and $15.8 million in the nine months ended September 30, 2024 and 2023, respectively, and
are presented under “General and administrative expenses” in the condensed consolidated statements of income.
Commissions to
the Manager amounted to $9.3 million and $8.6 million in the nine months ended September 30, 2024 and 2023, respectively, and are
presented under “Voyage expenses” in the condensed consolidated statements of income. Commissions on the contract price of
the newly acquired vessels totaling $5.1 million and $0.7 million in the nine months ended September 30, 2024 and year ended December 31,
2023, respectively, were capitalized to the cost of newly acquired vessels. Additionally, supervision fees for vessels under construction
totaling $2.6 million and $3.0 million were charged by the Manager and capitalized to vessels under construction costs in the nine months
ended September 30, 2024 and the year ended December 31, 2023, respectively.
The balance “Due
from related parties” in the condensed consolidated balance sheets totaling $47.1 million and $51.4 million as of September 30,
2024 and December 31, 2023, respectively, represents advances to the Manager on account of the vessels’ operating and other
expenses. Defined benefit obligation for the executive officers amounting to $14.4 million and $13.3 million was presented under “Other
long-term liabilities” in the condensed consolidated balance sheets as of September 30, 2024 and December 31, 2023, respectively.
The Company recognized prior service cost and periodic cost of this defined benefit executive retirement plan amounting to $1.8 million
and $1.1 million in the nine months ended September 30, 2024 and September 30, 2023, respectively.
Operating revenue
from time charters and bareboat charters and voyage charters for the nine months ended September 30, 2024 and 2023, were as follows:
| |
Nine months ended | |
| |
September 30,
2024 | | |
September 30,
2023 | |
Time charters and bareboat charters | |
$ | 719,845 | | |
$ | 724,268 | |
Voyage charters | |
| 36,086 | | |
| - | |
Total Revenue | |
$ | 755,931 | | |
$ | 724,268 | |
As of September 30,
2024 and December 31, 2023, the Company had accounts receivable from voyage charter agreements amounting to $1.4 million and $1.0
million, respectively. The charter hire received in advance from voyage charter agreements amounting to $2.4 million and $2.0 million
is presented under current “Unearned revenue” as of September 30, 2024 and December 31, 2023, respectively.
DANAOS CORPORATION
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS (Continued)
Until the acquisition
of the drybulk vessels in 2023, the Company reported financial information and evaluated its operations by total charter revenues. Since
2023, for management purposes, the Company is organized based on operating revenues generated from container vessels and drybulk vessels
and has two reporting segments: (1) a container vessels segment and (2) a drybulk vessels segment. The container vessels segment
owns and operates container vessels which are primarily chartered on multi-year, fixed-rate time charter and bareboat charter agreements.
The drybulk vessels segment owns and operates drybulk vessels to provide drybulk commodities transportation services.
The Company’s
chief operating decision maker monitors and assesses the performance of the container vessels segment and the drybulk vessels segment
based on net income. Items included in the applicable segment’s net income are directly allocated to the extent that the items
are directly or indirectly attributable to the segments. With regards to the items that are allocated by indirect calculations, their
allocation is commensurate to the utilization of key resources. Investments in marketable securities and investments in affiliates accounted
for using the equity method of accounting are not allocated to any of the Company’s reportable segments.
The following table
summarizes the Company’s selected financial information for the nine months ended and as of September 30, 2024, by segment
(in thousands):
| |
Container
vessels segment | | |
Drybulk vessels
segment | | |
Total | |
| |
| | |
| | |
| |
Operating revenues | |
$ | 699,567 | | |
$ | 56,364 | | |
$ | 755,931 | |
Voyage expenses | |
| (24,548 | ) | |
| (25,471 | ) | |
| (50,019 | ) |
Vessel operating expenses | |
| (122,949 | ) | |
| (17,121 | ) | |
| (140,070 | ) |
Depreciation | |
| (100,775 | ) | |
| (7,194 | ) | |
| (107,969 | ) |
Amortization of deferred drydocking and special survey costs | |
| (19,062 | ) | |
| (847 | ) | |
| (19,909 | ) |
Interest income | |
| 8,960 | | |
| - | | |
| 8,960 | |
Interest expense | |
| (16,243 | ) | |
| - | | |
| (16,243 | ) |
| |
| | | |
| | | |
| | |
Net income per segment | |
$ | 396,144 | | |
$ | 2,689 | | |
$ | 398,833 | |
Gain on investments, dividend income and equity loss on investments | |
| | | |
| | | |
| 15,813 | |
Net income | |
| | | |
| | | |
$ | 414,646 | |
| |
Container
vessels segment | | |
Drybulk vessels
segment | | |
Total | |
| |
| | |
| | |
| |
Total assets per segment | |
$ | 3,890,116 | | |
$ | 267,199 | | |
$ | 4,157,315 | |
Marketable securities | |
| | | |
| | | |
| 96,423 | |
Receivable from affiliates | |
| | | |
| | | |
| 80 | |
Total assets | |
| | | |
| | | |
$ | 4,253,818 | |
DANAOS CORPORATION
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS (Continued)
The following table
summarizes the Company’s selected financial information for the nine months ended September 30, 2023, by segment (in thousands):
| |
Container vessels segment | | |
Drybulk vessels segment | | |
Total | |
| |
| | |
| | |
| |
Operating revenues | |
$ | 724,268 | | |
| - | | |
$ | 724,268 | |
Voyage expenses | |
| (25,241 | ) | |
| - | | |
| (25,241 | ) |
Vessel operating expenses | |
| (121,951 | ) | |
$ | (43 | ) | |
| (121,994 | ) |
Depreciation | |
| (95,754 | ) | |
| (10 | ) | |
| (95,764 | ) |
Amortization of deferred drydocking and special survey costs | |
| (13,109 | ) | |
| - | | |
| (13,109 | ) |
Interest income | |
| 9,410 | | |
| - | | |
| 9,410 | |
Interest expense | |
| (16,909 | ) | |
| - | | |
| (16,909 | ) |
| |
| | | |
| | | |
| | |
Net income/(loss) per segment | |
$ | 432,283 | | |
$ | (59 | ) | |
$ | 432,224 | |
Loss on investments, dividend income and equity loss on investments | |
| | | |
| | | |
| (5,846 | ) |
Net income | |
| | | |
| | | |
$ | 426,378 | |
The Company has
declared a dividend of $0.85 per share of common stock payable on December 4, 2024, to holders of record on November 25, 2024.
On October 4,
2024, the Company drew down $63.0 million on Syndicated $450.0 million facility related to a delivery of the Hull No. HN4012 named
Greenfield.
Subsequent to September 30,
2024, the Company repurchased 210,422 shares of its common stock in the open market for $17.8 million under previously announced share
repurchase program.
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