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Share Name | Share Symbol | Market | Type |
---|---|---|---|
DryShips Inc | NASDAQ:DRYS | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 5.24 | 5.02 | 5.45 | 0 | 01:00:00 |
[_]
|
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934
|
OR
|
|
[X]
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the fiscal year ended December 31, 2015
|
|
[_]
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the transition period from to
|
|
[_]
|
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Title of class
|
Name of exchange on which registered
|
|
Common Stock, $0.01 par value
|
The NASDAQ Stock Market LLC
|
|
Preferred Stock Purchase Rights
|
The NASDAQ Stock Market LLC
|
Large accelerated filer
☐
|
Accelerated filer
☒
|
Non-accelerated filer
☐
|
US GAAP
☒
|
International Financial Reporting Standards as issued by the International Accounting Standards Board
☐
|
Other
☐
|
● | our future operating or financial results; |
● | statements about planned, pending or recent acquisitions, business strategy and expected capital spending or operating expenses, including drydocking, surveys, upgrades and insurance costs; |
● | our ability to procure or have access to financing, our liquidity and the adequacy of cash flow for our operations; |
● | our continued borrowing availability under our debt agreements and compliance with the covenants contained therein; |
● | our substantial leverage, including our ability to generate sufficient cash flow to service our existing debt and the incurrence of substantial indebtedness in the future; |
● | our ability to successfully employ both our existing drybulk and offshore support vessels; |
● | our offshore support contract backlog, contract commencements, offshore support contract terminations, offshore support contract option exercises, offshore support contract revenues, offshore support contract awards and platform and offshore support vessels mobilizations and performance provisions, |
● | our future capital expenditures and investments in the construction, acquisition and refurbishment of our vessels (including the amount and nature thereof and the timing of completion thereof, the delivery and commencement of operations dates, expected downtime and lost revenue); |
● | statements about drybulk shipping and offshore support market trends, charter rates and factors affecting supply and demand; |
● | our expectations regarding the availability of vessel acquisitions; and |
● | anticipated developments with respect to pending litigation. |
PART I
|
1
|
|
Item 1.
|
Identity of Directors, Senior Management and Advisers
|
1
|
Item 2.
|
Offer Statistics and Expected Timetable
|
1
|
Item 3.
|
Key Information
|
1
|
Item 4.
|
Information on the Company
|
37
|
Item 4A.
|
Unresolved Staff Comments
|
60
|
Item 5.
|
Operating and Financial Review and Prospects
|
60
|
Item 6.
|
Directors and Senior Management
|
107
|
Item 7.
|
Major Shareholders and Related Party Transactions
|
114
|
Item 8.
|
Financial Information
|
122
|
Item 9.
|
The Offer and Listing
|
124
|
Item 10.
|
Additional Information
|
124
|
Item 11.
|
Quantitative and Qualitative Disclosures about Market Risk
|
136
|
Item 12.
|
Description of Securities Other than Equity Securities
|
137
|
PART II
|
138
|
|
Item 13.
|
Defaults, Dividend Arrearages and Delinquencies
|
138
|
Item 14.
|
Material Modifications to the Rights of Security Holders and Use of Proceeds
|
138
|
Item 15.
|
Controls and Procedures
|
138
|
Item 16A.
|
Audit Committee Financial Expert
|
139
|
Item 16B.
|
Code of Ethics
|
139
|
Item 16C.
|
Principal Accountant Fees and Services
|
140
|
Item 16D.
|
Exemptions from the Listing Standards for Audit Committees
|
140
|
Item 16E.
|
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
|
140
|
Item 16F.
|
Changes in Registrant's Certifying Accountant
|
140
|
Item 16G.
|
Corporate Governance
|
140
|
Item 16H.
|
Mine Safety Disclosure
|
141
|
PART III.
|
142
|
|
Item 17.
|
Financial Statements
|
142
|
Item 18.
|
Financial Statements
|
142
|
Item 18.1.
|
Schedule I – Condensed Financial Information of Dryships Inc. (Parent Company only)
|
142
|
Item 19.
|
Exhibits
|
142
|
Year Ended December 31,
|
||||||||||||||||||||
(In thousands of U.S. dollars except per share and share data)
|
2011
|
2012
|
2013
|
2014
|
2015
|
|||||||||||||||
STATEMENT OF OPERATIONS
|
||||||||||||||||||||
Total revenues
|
$
|
1,077,662
|
$
|
1,210,139
|
$
|
1,492,014
|
$
|
2,185,524
|
$
|
969,825
|
||||||||||
Voyage expenses
|
20,573
|
30,012
|
103,211
|
117,165
|
65,286
|
|||||||||||||||
Vessels and drilling units operating expenses
|
373,122
|
649,722
|
609,765
|
844,260
|
371,074
|
|||||||||||||||
Depreciation and amortization
|
274,281
|
335,458
|
357,372
|
449,792
|
227,652
|
|||||||||||||||
(Gain)/Loss on contract cancellation
|
(6,202
|
)
|
—
|
—
|
1,307
|
28,241
|
||||||||||||||
Contract termination fees and other
|
—
|
41,339
|
33,293
|
—
|
—
|
|||||||||||||||
Impairment loss and loss from sale of vessels and vessel owning companies
|
148,045
|
1,179
|
43,490
|
38,148
|
1,057,116
|
|||||||||||||||
Gain from vessel insurance proceeds
|
(25,064
|
)
|
—
|
—
|
—
|
—
|
||||||||||||||
General and administrative expenses – cash(1)
|
96,679
|
132,636
|
173,298
|
182,593
|
97,106
|
|||||||||||||||
General and administrative expenses – non-cash
|
26,568
|
13,299
|
11,424
|
11,093
|
7,806
|
|||||||||||||||
Legal settlements and other, net
|
—
|
(9,360
|
)
|
4,585
|
(2,013
|
)
|
(2,948
|
)
|
Operating income/(loss)
|
169,660
|
15,854
|
155,576
|
543,179
|
(881,508
|
)
|
||||||||||||||
Interest and finance costs
|
(146,173
|
)
|
(210,128
|
)
|
(332,129
|
)
|
(411,021
|
)
|
(172,132
|
)
|
||||||||||
Interest income
|
16,575
|
4,203
|
12,498
|
12,146
|
527
|
|||||||||||||||
Gain/(loss) on interest rate swaps
|
(68,943
|
)
|
(54,073
|
)
|
8,373
|
(15,528
|
)
|
(11,601
|
)
|
|||||||||||
Other, net
|
9,023
|
(492
|
)
|
2,245
|
7,067
|
(9,275
|
)
|
|||||||||||||
Income/(loss) before income taxes and earnings of affiliated companies
|
(19,858
|
)
|
(244,636
|
)
|
(153,437
|
)
|
135,843
|
(1,073,989
|
)
|
Loss due to deconsolidation of Ocean Rig
|
—
|
—
|
—
|
—
|
(1,347,106
|
)
|
||||||||||||||
Income taxes
|
(27,428
|
)
|
(43,957
|
)
|
(44,591
|
)
|
(77,823
|
)
|
(37,119
|
)
|
||||||||||
Equity in net losses of affiliated company
|
—
|
—
|
—
|
—
|
(349,872
|
)
|
||||||||||||||
Net Income/(loss)
|
(47,286
|
)
|
(288,593
|
)
|
(198,028
|
)
|
58,020
|
(2,808,086
|
)
|
|||||||||||
Less: Net (income)/loss attribute to non-controlling interests
|
(22,842
|
)
|
41,815
|
(25,065
|
)
|
(105,532
|
)
|
(38,975
|
)
|
|||||||||||
Net loss attributable to DryShips Inc.
|
$
|
(70,128
|
)
|
$
|
(246,778
|
)
|
$
|
(223,093
|
)
|
$
|
(47,512
|
)
|
$
|
(2,847,061
|
)
|
|||||
Net loss attributable to common stockholders
|
$
|
(74,594
|
)
|
$
|
(246,778
|
)
|
$
|
(223,149
|
)
|
$
|
(48,209
|
)
|
$
|
(2,847,631
|
)
|
|||||
Loss per common share attributable to DryShips Inc. common stockholders, basic
|
$
|
(5.25
|
)
|
$
|
(16.23
|
)
|
$
|
(14.53
|
)
|
$
|
(2.64
|
)
|
$
|
(107.06
|
)
|
|||||
Weighted average number of common shares, basic
|
14,205,791
|
15,206,364
|
15,362,532
|
18,241,265
|
26,598,361
|
|||||||||||||||
Loss per common share attributable to DryShips Inc. common stockholders, diluted
|
$
|
(5.25
|
)
|
$
|
(16.23
|
)
|
$
|
(14.53
|
)
|
$
|
(2.64
|
)
|
$
|
(107.06
|
)
|
|||||
Weighted average number of common shares, diluted (2)
|
14,205,791
|
15,206,364
|
15,362,532
|
18,241,265
|
26,598,361
|
(1) | Cash compensation to members of our senior management and our directors amounted to $6.8 million, $5.7 million, $4.8 million, $5.8 million, and $8.4 million for the years ended December 31, 2011, 2012, 2013, 2014 and 2015, respectively. |
(2) | All previously reported share and per share amounts have been restated to reflect the reverse stock split. |
As of and for the
Year Ended December 31
,
|
||||||||||||||||||||
(In thousands of U.S. dollars except share data and fleet data)
|
2011
|
2012
|
2013
|
2014
|
2015
|
|||||||||||||||
BALANCE SHEET DATA | ||||||||||||||||||||
Total current assets
|
$
|
570,077
|
$
|
903,529
|
$
|
1,184,199
|
$
|
1,215,044
|
$
|
269,067
|
||||||||||
Total assets
|
8,621,689
|
8,878,491
|
10,123,692
|
10,359,370
|
476,052
|
|||||||||||||||
Current liabilities, including current portion of long-term debt, net of deferred finance cost
|
756,263
|
1,573,529
|
2,171,714
|
1,609,527
|
354,640
|
|||||||||||||||
Total long-term debt, including current portion
|
4,241,835
|
4,386,715
|
5,568,003
|
5,517,613
|
340,622
|
|||||||||||||||
DryShips common stock
|
170
|
170
|
173
|
282
|
283
|
|||||||||||||||
Number of shares issued
|
16,990,484
|
16,990,483
|
17,306,172
|
28,242,566
|
28,326,566
|
|||||||||||||||
Total DryShips Inc. stockholders' equity
|
3,145,328
|
2,846,460
|
2,613,636
|
2,992,821
|
121,412
|
OTHER FINANCIAL DATA
|
||||||||||||||||||||
Net cash provided by operating activities
|
$
|
349,205
|
$
|
237,529
|
$
|
245,980
|
$
|
475,108
|
$
|
215,747
|
||||||||||
Net cash used in investing activities
|
(1,822,394
|
)
|
(389,947
|
)
|
(1,234,330
|
)
|
(754,717
|
)
|
(465,698
|
)
|
||||||||||
Net cash provided by/(used in) financing activities
|
1,332,802
|
243,225
|
1,241,542
|
250,709
|
(316,291
|
)
|
||||||||||||||
EBITDA (1)
|
$
|
384,021
|
$
|
296,747
|
$
|
523,566
|
$
|
984,510
|
$
|
(2,371,710
|
)
|
|||||||||
DRYBULK FLEET DATA:
|
||||||||||||||||||||
Average number of vessels (2)
|
35.80
|
35.67
|
37.15
|
38.69
|
35.78
|
|||||||||||||||
Total voyage days for drybulk carrier fleet (3)
|
12,831
|
13,027
|
13,442
|
13,889
|
12,562
|
|||||||||||||||
Total calendar days for drybulk carrier fleet (4)
|
13,068
|
13,056
|
13,560
|
14,122
|
13,060
|
|||||||||||||||
Drybulk carrier fleet utilization (5)
|
98.19
|
%
|
99.78
|
%
|
99.13
|
%
|
98.35
|
%
|
96.19
|
%
|
||||||||||
(In Dollars)
|
||||||||||||||||||||
AVERAGE DAILY RESULTS:
|
||||||||||||||||||||
Time charter equivalent (6)
|
$
|
26,912
|
$
|
15,896
|
$
|
12,062
|
$
|
12,354
|
$
|
9,171
|
||||||||||
Vessel operating expenses (7)
|
6,271
|
5,334
|
5,796
|
6,400
|
6,715
|
|||||||||||||||
TANKER FLEET DATA:
|
||||||||||||||||||||
Average number of vessels (2)
|
2.64
|
6.27
|
9.86
|
10.00
|
6.21
|
|||||||||||||||
Total voyage days for tanker fleet (3)
|
963
|
2,293
|
3,598
|
3,650
|
2,168
|
|||||||||||||||
Total calendar days for tanker fleet (4)
|
963
|
2,293
|
3,598
|
3,650
|
2,267
|
|||||||||||||||
Tanker fleet utilization
|
100
|
%
|
100
|
%
|
100
|
%
|
100
|
%
|
95.63
|
%
|
||||||||||
(In Dollars)
|
||||||||||||||||||||
AVERAGE DAILY RESULTS:
|
||||||||||||||||||||
Time Charter Equivalent (6)
|
$
|
12,592
|
$
|
13,584
|
$
|
12,900
|
$
|
21,835
|
$
|
36,389
|
||||||||||
Vessel Operating Expenses (7)
|
9,701
|
7,195
|
7,286
|
7,138
|
8,721
|
|||||||||||||||
OFFSHORE SUPPORT FLEET DATA:
|
||||||||||||||||||||
Average number of vessels (2)
|
-
|
-
|
-
|
-
|
6.00
|
|||||||||||||||
Total voyage days for offshore support fleet (3)
|
-
|
-
|
-
|
-
|
426
|
|||||||||||||||
Total calendar days for offshore support fleet (4)
|
-
|
-
|
-
|
-
|
426
|
|||||||||||||||
Offshore support fleet utilization
|
-
|
-
|
-
|
-
|
100
|
%
|
||||||||||||||
(In Dollars)
|
||||||||||||||||||||
AVERAGE DAILY RESULTS:
|
-
|
-
|
-
|
-
|
||||||||||||||||
Time Charter Equivalent (6)
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
18,460
|
||||||||||
Vessel Operating Expenses (7)
|
-
|
-
|
-
|
-
|
9,336
|
(1) | EBITDA, a non-U.S. GAAP measure, represents net income/(loss) before interest, taxes, depreciation and amortization. EBITDA does not represent and should not be considered as an alternative to net income/(loss) or cash flow from operations, as determined by U.S. GAAP and our calculation of EBITDA may not be comparable to that reported by other companies. EBITDA is included herein because it is a basis upon which the Company measures its operations. Please see below for a reconciliation of EBITDA to net loss attributable to DryShips, the most directly comparable financial measure calculated in accordance with U.S. GAAP. |
(2) | Average number of vessels is the number of vessels that constituted the respective fleet for the relevant period, as measured by the sum of the number of days each vessel in that fleet was a part of the fleet during the period divided by the number of calendar days in that period. |
(3) | Total voyage days for the respective fleet are the total days the vessels in that fleet were in the Company's possession for the relevant period net of off-hire days associated with drydockings or special or intermediate surveys. |
(4) | Calendar days are the total days the vessels in that fleet were in the Company's possession for the relevant period including off-hire days associated with major repairs, drydockings or special or intermediate surveys. |
(5) | Fleet utilization is the percentage of time that the vessels in that fleet were available for revenue-generating voyage days, and is determined by dividing voyage days by fleet calendar days for the relevant period. |
(6) | Time charter equivalent, or TCE, is a measure of the average daily revenue performance of a vessel on a per voyage basis. The Company's method of calculating TCE is determined by dividing voyage revenues (net of voyage expenses) by voyage days for the relevant time period. Voyage expenses primarily consist of port, canal and fuel costs that are unique to a particular voyage, which would otherwise be paid by the charterer under a time charter contract, as well as commissions. TCE revenues, a non-U.S. GAAP measure, provides additional meaningful information in conjunction with revenues from our vessels, the most directly comparable U.S. GAAP measure, because it assists Company's management in making decisions regarding the deployment and use of its vessels and in evaluating their financial performance. TCE is also 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., spot charters, time charters and bareboat charters) under which the vessels may be employed between the periods. The tables below reflect the calculation of our TCE rates for the periods presented. |
(7) | Daily vessel operating expenses, which includes crew costs, provisions, deck and engine stores, lubricating oil, insurance, maintenance and repairs, is calculated by dividing vessel operating expenses by fleet calendar days for the relevant time period. |
(8) | Does not include accrual for the provision of the purchase options and write off in overdue receivables under certain time charter agreements. |
For the Year Ended December 31,
|
||||||||||||||||||||
(U.S. dollars in thousands)
|
2011
|
2012
|
2013
|
2014
|
2015
|
|||||||||||||||
Net loss attributable to DryShips Inc.
|
$
|
(70,128
|
)
|
$
|
(246,778
|
)
|
$
|
(223,093
|
)
|
$
|
(47,512
|
)
|
$
|
(2,847,061
|
)
|
|||||
Add: Net interest expense
|
129,598
|
205,925
|
319,631
|
398,875
|
171,605
|
|||||||||||||||
Add: Depreciation and amortization
|
274,281
|
335,458
|
357,372
|
449,792
|
227,652
|
|||||||||||||||
Add: Income taxes
|
27,428
|
43,957
|
44,591
|
77,823
|
37,119
|
|||||||||||||||
Add: Net income/(loss) attributable to Non controlling interests
|
22,842
|
(41,815
|
)
|
25,065
|
105,532
|
38,975
|
||||||||||||||
EBITDA
|
$
|
384,021
|
$
|
296,747
|
$
|
523,566
|
$
|
984,510
|
$
|
(2,371,710
|
)
|
Drybulk Carrier Segment
|
Year Ended December 31,
|
|||||||||||||||||||
(In thousands of U.S. dollars, except for TCE rates,
|
||||||||||||||||||||
which are expressed in U.S. dollars and voyage days)
|
2011
|
2012
|
2013
|
2014
|
2015
|
|||||||||||||||
Voyage revenues (8)
|
$
|
365,361
|
$
|
227,141
|
$
|
191,024
|
$
|
205,630
|
$
|
138,828
|
||||||||||
Voyage expenses
|
(20,047
|
)
|
(20,064
|
)
|
(28,886
|
)
|
(34,044
|
)
|
(23,619
|
)
|
||||||||||
Time charter equivalent revenues
|
$
|
345,314
|
$
|
207,077
|
$
|
162,138
|
$
|
171,586
|
$
|
115,209
|
||||||||||
Total voyage days for drybulk fleet
|
12,831
|
13,027
|
13,442
|
13,889
|
12,562
|
|||||||||||||||
Time charter equivalent (TCE) rate
|
$
|
26,912
|
$
|
15,896
|
$
|
12,062
|
$
|
12,354
|
$
|
9,171
|
Tanker Segment
|
Year Ended December 31,
|
|||||||||||||||||||
(In thousands of U.S. dollars, except for TCE rates, which are
|
||||||||||||||||||||
expressed in U.S. dollars and voyage days)
|
2011
|
2012
|
2013
|
2014
|
2015
|
|||||||||||||||
Voyage revenues
|
$
|
12,652
|
$
|
41,095
|
$
|
120,740
|
$
|
162,817
|
$
|
120,304
|
||||||||||
Voyage expenses
|
(526
|
)
|
(9,948
|
)
|
(74,325
|
)
|
(83,121
|
)
|
(41,413
|
)
|
||||||||||
Time charter equivalent revenues
|
$
|
12,126
|
$
|
31,147
|
$
|
46,415
|
$
|
79,696
|
$
|
78,891
|
||||||||||
Total voyage days for tanker fleet
|
963
|
2,293
|
3,598
|
3,650
|
2,168
|
|||||||||||||||
Time charter equivalent (TCE) rate
|
$
|
12,592
|
$
|
13,584
|
$
|
12,900
|
$
|
21,835
|
$
|
36,389
|
Offshore support Segment
|
Year Ended December 31,
|
|||||||||||||||||||
(In thousands of U.S. dollars, except for TCE rates, which are
|
||||||||||||||||||||
expressed in U.S. dollars and voyage days)
|
2011
|
2012
|
2013
|
2014
|
2015
|
|||||||||||||||
Voyage revenues
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
8,118
|
||||||||||
Voyage expenses
|
-
|
-
|
-
|
-
|
(254
|
)
|
||||||||||||||
Time charter equivalent revenues
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
7,864
|
||||||||||
Total voyage days for offshore support fleet
|
-
|
-
|
-
|
-
|
426
|
|||||||||||||||
Time charter equivalent (TCE) rate
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
18,460
|
● | supply and demand for energy resources, commodities, semi-finished and finished consumer and industrial products; |
● | changes in the exploration or production of energy resources, commodities, semi-finished and finished consumer and industrial products; |
● | the location of regional and global exploration, production and manufacturing facilities; |
● | the location of consuming regions for energy resources, commodities, semi-finished and finished consumer and industrial products; |
● | the globalization of production and manufacturing; |
● | global and regional economic and political conditions, including armed conflicts, terrorist activities, embargoes and strikes; |
● | natural disasters and other disruptions in international trade; |
● | developments in international trade; |
● | changes in seaborne and other transportation patterns, including the distance cargo is transported by sea; |
● | environmental and other regulatory developments; |
● | currency exchange rates; and |
● | weather. |
● | the number of newbuilding deliveries; |
● | port and canal congestion; |
● | the scrapping rate of older vessels; |
● | vessel casualties; and |
● | the number of vessels that are out of service. |
· |
prevailing oil and natural gas prices;
|
· |
expectations about future prices and price volatility;
|
· |
cost of exploring for, producing and delivering oil and natural gas;
|
· |
sale and expiration dates of available offshore leases;
|
· |
demand for petroleum products;
|
· |
current availability of oil and natural gas resources;
|
· |
rate of discovery of new oil and natural gas reserves in offshore areas;
|
· |
local and international political, environmental and economic conditions;
|
· |
technological advances; and
|
· |
ability of oil and natural gas companies to obtain leases, permits or obtain funds for capital.
|
· |
constructing new vessels;
|
· |
moving vessels from one offshore market area to another;
|
· | converting vessels formerly dedicated to services other than offshore marine services; or |
· |
vessel charters expiring and not being rechartered or vessels charters being terminated.
|
● | prevailing level of charter rates; |
● | general economic and market conditions affecting the shipping industry; |
● | types and sizes of vessels; |
● | supply of and demand for vessels; |
● | other modes of transportation; |
● | cost of newbuildings; |
● | governmental and other regulations; and |
● | technological advances. |
● | marine disaster; |
● | environmental accidents; |
● | cargo and property losses or damage; |
● | business interruptions caused by mechanical failure, human error, war, terrorism, political action in various countries, labor strikes or adverse weather conditions; and |
● | piracy. |
● |
enter into other financing arrangements;
|
● |
incur or guarantee additional indebtedness;
|
● |
create or permit liens on our assets;
|
● |
consummate a merger, consolidation or sale of our all or substantially all of our assets or the shares of our subsidiaries;
|
● |
make investments;
|
● |
change the general nature of our business;
|
● |
pay dividends, redeem capital stock or subordinated indebtedness or make other restricted payments;
|
● |
incur dividend or other payment restrictions;
|
● |
change the management and/or ownership of our vessels;
|
● |
enter into transactions with affiliates;
|
● |
transfer or sell assets;
|
● |
amend, modify or change our organizational documents;
|
● | make capital expenditures; |
● |
change the flag, class or management of our vessels;
|
● |
drop below certain minimum cash deposits, as defined in our credit facilities; and
|
● | compete effectively to the extent our competitors are subject to less onerous restrictions. |
● | we may not be able to satisfy our financial obligations under our indebtedness and our contractual and commercial commitments, which may result in possible defaults on and acceleration of such indebtedness; |
● | we may not be able to obtain financing in the future for working capital, capital expenditures, acquisitions, debt service requirements or other purposes; |
● | we may not be able to use operating cash flow in other areas of our business because we must dedicate a substantial portion of these funds to service the debt; |
● | we could become more vulnerable to general adverse economic and industry conditions, including increases in interest rates, particularly given our substantial indebtedness, some of which bears interest at variable rates; |
● | our ability to refinance indebtedness may be limited or the associated costs may increase; |
● | less leveraged competitors could have a competitive advantage because they have lower debt service requirements and, as a result, we may not be better positioned to withstand economic downturns; and |
● | we may be less able to take advantage of significant business opportunities and to react to changes in market or industry conditions than our competitors and our management's discretion in operating our business may be limited. |
· | severe weather or natural disasters; |
· | moratoria on drilling or permitting delays; |
· | delays in or the inability to obtain regulatory approvals; |
· | delays or decreases in oil production; |
· | delays or decreases in the availability of drilling rigs and related equipment, facilities, personnel or services; |
· | delays or decreases in the availability of capacity to transport, gather or process production; and/or |
· | changes in the regulatory, political and fiscal environment. |
● | shipyard unavailability; |
● | shortages of equipment, materials or skilled labor for completion of repairs or upgrades to our equipment; |
● | unscheduled delays in the delivery of ordered materials and equipment or shipyard construction; |
● | financial or operating difficulties experienced by equipment vendors or the shipyard; |
● | unanticipated actual or purported change orders; |
● | local customs strikes or related work slowdowns that could delay importation of equipment or materials; |
● | engineering problems, including those relating to the commissioning of newly designed equipment; |
● | design or engineering changes; |
● | latent damages or deterioration to the hull, equipment and machinery in excess of engineering estimates and assumptions; |
● | work stoppages; |
● | client acceptance delays; |
● | weather interference, storm damage or other events of force majeure; |
● | disputes with shipyards and suppliers; |
● | shipyard failures and difficulties; |
● | failure or delay of third-party equipment vendors or service providers; |
● | unanticipated cost increases; and |
● | difficulty in obtaining necessary permits or approvals or in meeting permit or approval conditions. |
● | actual or anticipated fluctuations in our quarterly and annual results and those of other public companies in our industry; |
● | mergers and strategic alliances in the drybulk shipping industry; |
● | market conditions in the drybulk shipping industry and the general state of the securities markets; |
● | changes in government regulation; |
● | shortfalls in our operating results from levels forecast by securities analysts; and |
● | announcements concerning us or our competitors. |
● | authorizing our board of directors to issue "blank check" preferred stock without stockholder approval; |
● | providing for a classified board of directors with staggered, three-year terms; |
● | prohibiting cumulative voting in the election of directors; |
● | authorizing the removal of directors only for cause and only upon the affirmative vote of the holders of a majority of the outstanding shares of our common shares entitled to vote for the directors; |
● | prohibiting stockholder action by written consent unless the written consent is signed by all shareholders entitled to vote on the action; |
● | limiting the persons who may call special meetings of stockholders; |
● | establishing advance notice requirements for nominations for election to our board of directors or for proposing matters that can be acted on by stockholders at stockholder meetings; and |
● | restricting business combinations with interested shareholders. |
Redelivery
|
|||||||||||||||
Year Built
|
DWT
|
Type
|
Current employment
or employment
upon delivery
|
Gross rate
per day
|
Earliest
|
Latest
|
|||||||||
Panamax
:
|
|||||||||||||||
Raraka
|
2012
|
76,037
|
Panamax
|
Spot
|
Spot
|
N/A
|
N/A
|
||||||||
Amalfi
|
2009
|
75,206
|
Panamax
|
Spot
|
Spot
|
N/A
|
N/A
|
||||||||
Rapallo
|
2009
|
75,123
|
Panamax
|
T/C Index linked
|
T/C Index linked
|
Aug-16
|
Oct-16
|
||||||||
Catalina
|
2005
|
74,432
|
Panamax
|
Spot
|
Spot
|
N/A
|
N/A
|
||||||||
Majorca
|
2005
|
74,477
|
Panamax
|
Spot
|
Spot
|
N/A
|
N/A
|
||||||||
Ligari
|
2004
|
75,583
|
Panamax
|
Spot
|
Spot
|
N/A
|
N/A
|
||||||||
Sorrento
|
2004
|
76,633
|
Panamax
|
Spot
|
Spot
|
N/A
|
N/A
|
||||||||
Mendocino
|
2002
|
76,623
|
Panamax
|
T/C Index linked
|
T/C Index linked
|
Oct-16
|
Dec-16
|
||||||||
Bargara
|
2002
|
74,832
|
Panamax
|
T/C Index linked
|
T/C Index linked
|
Sep-16
|
Nov-16
|
||||||||
Oregon
|
2002
|
74,204
|
Panamax
|
Spot
|
Spot
|
N/A
|
N/A
|
||||||||
Ecola
|
2001
|
73,931
|
Panamax
|
Spot
|
Spot
|
N/A
|
N/A
|
||||||||
Samatan
|
2001
|
74,823
|
Panamax
|
Spot
|
Spot
|
N/A
|
N/A
|
||||||||
Sonoma
|
2001
|
74,786
|
Panamax
|
Spot
|
Spot
|
N/A
|
N/A
|
||||||||
Capitola
|
2001
|
74,816
|
Panamax
|
Spot
|
Spot
|
N/A
|
N/A
|
||||||||
Levanto
|
2001
|
73,925
|
Panamax
|
T/C Index linked
|
T/C Index linked
|
Aug-16
|
Oct-16
|
||||||||
Maganari
|
2001
|
75,941
|
Panamax
|
Spot
|
Spot
|
N/A
|
N/A
|
||||||||
Coronado
|
2000
|
75,706
|
Panamax
|
Spot
|
Spot
|
N/A
|
N/A
|
||||||||
Marbella
|
2000
|
72,561
|
Panamax
|
Spot
|
Spot
|
N/A
|
N/A
|
||||||||
Redondo
|
2000
|
74,716
|
Panamax
|
Spot
|
Spot
|
N/A
|
N/A
|
||||||||
Ocean Crystal
|
1999
|
73,688
|
Panamax
|
Spot
|
Spot
|
N/A
|
N/A
|
||||||||
Average age based on year built / Sum of DWT/ Total number of vessels
|
13.0 years
|
1,498,043
|
20
|
||||||||||||
Redelivery
|
|||||||||||||||
Year Built
|
DWT
|
Type
|
Current employment
or employment
upon delivery
|
Gross rate
per day
|
Earliest
|
Latest
|
|||||||||
Platform Supply Vessels
:
|
|||||||||||||||
Crescendo
|
2012
|
1,457
|
PSV
|
Spot
|
Spot
|
May-16
|
Jan-17
|
||||||||
Vega Corona
|
2012
|
1,430
|
PSV
|
T/C
|
T/C
|
Dec-16
|
Dec-20
|
||||||||
Average age based on year built/ Sum of DWT/ Total number of vessels
|
3.4 years
|
2,887
|
2
|
||||||||||||
Oil Spill Recovery Vessels
|
|||||||||||||||
Vega Inruda
|
2013
|
1,393
|
OSRV
|
Idle
|
N/A
|
N/A
|
N/A
|
||||||||
Vega Jaanca
|
2012
|
1,393
|
OSRV
|
T/C
|
T/C
|
Jul-17
|
Jul-21
|
||||||||
Vega Emtoli
|
2012
|
1,363
|
OSRV
|
T/C
|
T/C
|
May-17
|
May-21
|
||||||||
Jubilee
|
2012
|
1,317
|
OSRV
|
Spot
|
Spot
|
May-16
|
Jan-17
|
||||||||
Average age based on year built/ Sum of DWT/ Total number of vessels
|
2.9 years
|
5,466
|
4
|
Drilling Unit Operating
|
Year Built or Scheduled
Delivery/Generation
|
Water Depth to the
Wellhead (ft)
|
Drilling Depth to the
Oil Field (ft)
|
||||
Leiv Eiriksson
|
2001/5th
|
10,000
|
30,000
|
||||
Eirik Raude
|
2002/5th
|
10,000
|
30,000
|
||||
Ocean Rig Corcovado
|
2011/6th
|
10,000
|
40,000
|
||||
Ocean Rig Olympia
|
2011/6th
|
10,000
|
40,000
|
||||
Ocean Rig Poseidon
|
2011/6th
|
10,000
|
40,000
|
||||
Ocean Rig Mykonos
|
2011/6th
|
10,000
|
40,000
|
||||
Ocean Rig Mylos
|
2013/7th
|
12,000
|
40,000
|
||||
Ocean Rig Skyros
|
2013/7th
|
12,000
|
40,000
|
||||
Ocean Rig Athena
|
2014/7th
|
12,000
|
40,000
|
||||
Ocean Rig Apollo
|
2015/7th
|
12,000
|
40,000
|
Year Built
|
DWT
|
Type
|
Date of sale
|
|||||||
Drybulk Vessels
|
||||||||||
Capesize
:
|
||||||||||
Raiatea
|
2011
|
179,078
|
Capesize
|
Oct-15
|
||||||
Mystic
|
2008
|
170,040
|
Capesize
|
Sep-15
|
||||||
Robusto
|
2006
|
173,949
|
Capesize
|
Oct-15
|
||||||
Cohiba
|
2006
|
174,234
|
Capesize
|
Oct-15
|
||||||
Montecristo
|
2005
|
180,263
|
Capesize
|
Oct-15
|
||||||
Flecha
|
2004
|
170,012
|
Capesize
|
Oct-15
|
||||||
Manasota
|
2004
|
171,061
|
Capesize
|
Oct-15
|
||||||
Partagas
|
2004
|
173,880
|
Capesize
|
Oct-15
|
||||||
Alameda
|
2001
|
170,662
|
Capesize
|
Dec-15
|
||||||
Capri
|
2001
|
172,579
|
Capesize
|
Sep-15
|
||||||
Panamax
:
|
||||||||||
Woolloomooloo
|
2012
|
76,064
|
Panamax
|
Oct-15
|
||||||
Saldanha
|
2004
|
75,707
|
Panamax
|
Oct-15
|
||||||
Topeka
|
2000
|
74,716
|
Panamax
|
Oct-15
|
||||||
Helena
|
1999
|
73,744
|
Panamax
|
Oct-15
|
||||||
Supramax
:
|
||||||||||
Byron
|
2003
|
51,118
|
Supramax
|
Nov-15
|
||||||
Galveston
|
2002
|
51,201
|
Supramax
|
Nov-15
|
Year Built
|
DWT
|
Type
|
Date of sale
|
||||||
Suezmax
:
|
|||||||||
Bordeira
|
2013
|
158,513
|
Suezmax
|
Jul-15
|
|||||
Petalidi
|
2012
|
158,532
|
Suezmax
|
Jul-15
|
|||||
Lipari
|
2012
|
158,425
|
Suezmax
|
Jul-15
|
|||||
Vilamoura
|
2011
|
158,622
|
Suezmax
|
Aug-15
|
|||||
Aframax
|
|||||||||
Alicante
|
2013
|
115,708
|
Aframax
|
Oct-15
|
|||||
Mareta
|
2013
|
115,796
|
Aframax
|
Aug-15
|
|||||
Calida
|
2012
|
115,812
|
Aframax
|
Aug-15
|
|||||
Saga
|
2011
|
115,738
|
Aframax
|
Aug-15
|
|||||
Daytona
|
2011
|
115,896
|
Aframax
|
Sep-15
|
|||||
Belmar
|
2011
|
115,904
|
Aframax
|
Jul-15
|
Year Built
|
DWT
|
Type
|
Date of sale
|
|||||||
Drybulk Vessels
|
||||||||||
Capesize
:
|
||||||||||
Rangiroa
|
2013
|
206,026
|
Capesize
|
Mar-16
|
||||||
Negonego
|
2013
|
206,097
|
Capesize
|
Mar-16
|
||||||
Fakarava
|
2012
|
206,152
|
Capesize
|
Mar-16
|
● | Very Large Ore Carriers, or VLOCs, have a carrying capacity of more than 200,000 dwt and are a comparatively new sector of the drybulk carrier fleet. VLOCs are built to exploit economies of scale on long-haul iron ore routes. |
● | Capesize vessels, have carrying capacities of 110,000 – 199,999 dwt. These vessels generally operate along long-haul iron ore and coal trade routes. There are relatively few ports around the world with the infrastructure to accommodate vessels of this size. |
● | Panamax vessels, have a carrying capacity of between 60,000 and 85,000 dwt. These vessels carry coal, grains, and, to a lesser extent, minor bulks, including steel products, forest products and fertilizers. Panamax vessels are able to pass through the Panama Canal making them more versatile than larger vessels. |
● | Handymax vessels, have a carrying capacity of between 35,000 and 60,000 dwt. The subcategory of vessels that have a carrying capacity of between 45,000 and 60,000 dwt are called Supramax. These vessels operate along a large number of geographically dispersed global trade routes mainly carrying grains and minor bulks. Vessels below 60,000 dwt are sometimes built with on-board cranes enabling them to load and discharge cargo in countries and ports with limited infrastructure. |
● | Handysize vessels, have a carrying capacity of up to 35,000 dwt. These vessels carry exclusively minor bulk cargo. Increasingly, these vessels have operated along regional trading routes. Handysize vessels are well suited for small ports with length and draft restrictions that may lack the infrastructure for cargo loading and unloading. |
Customer
|
Year ended
December 31, 2013
|
Year ended
December 31, 2014
|
Year ended
December 31, 2015
|
|||||||||
Customer A
|
-
|
14
|
%
|
16
|
%
|
|||||||
Customer B
|
33
|
%
|
18
|
%
|
19
|
%
|
||||||
Customer C
|
-
|
-
|
15
|
%
|
||||||||
Customer D
|
13
|
%
|
12
|
%
|
14
|
%
|
||||||
Customer E
|
18
|
%
|
30
|
%
|
14
|
%
|
||||||
Customer F
|
12
|
%
|
14
|
%
|
14
|
%
|
● | on-board installation of automatic identification systems to provide a means for the automatic transmission of safety-related information from among similarly equipped ships and shore stations, including information on a ship's identity, position, course, speed and navigational status; |
● | on-board installation of ship security alert systems, which do not sound on the vessel but only alert the authorities on shore; |
● | the development of vessel security plans; |
● | ship identification number to be permanently marked on a vessel's hull; |
● | a continuous synopsis record kept onboard showing a vessel's history including the name of the ship, the state whose flag the ship is entitled to fly, the date on which the ship was registered with that state, the ship's identification number, the port at which the ship is registered and the name of the registered owner(s) and their registered address; and |
● | compliance with flag state security certification requirements. |
● | Calendar days . We define calendar days as the total number of days in a period during which each vessel in our fleet was in our possession including off-hire days associated with major repairs, drydockings or special or intermediate surveys. Calendar days are an indicator of the size of our fleet over a period and affect both the amount of revenues and the amount of expenses that we record during that period. |
● | Voyage days . We define voyage days as the total number of days in a period during which each vessel in our fleet was in our possession net of off-hire days associated with drydockings or special or intermediate surveys. The shipping industry uses voyage days (also referred to as available days) to measure the number of days in a period during which vessels are available to generate revenues. |
● | Fleet utilization . We calculate fleet utilization by dividing the number of our voyage days during a period by the number of our calendar days during that period. We use fleet utilization to measure a company's efficiency in finding suitable employment for its vessels and minimizing the amount of days that its vessels are off-hire for reasons such as scheduled repairs, vessel upgrades, drydockings or special or intermediate surveys. |
● | Spot charter rates . Spot charter rates are volatile and fluctuate on a seasonal and year to year basis. Fluctuations are caused by imbalances in the availability of cargoes for shipment and the number of vessels available at any given time to transport these cargoes. |
● | TCE rates . We define TCE rates as our voyage and time charter revenues less voyage expenses during a period divided by the number of our available days during the period, which is consistent with industry standards. TCE rate, a non-U.S. GAAP measure, provides additional meaningful information in conjunction with revenues from our drybulk carriers, the most directly comparable U.S. GAAP measure, because it assists Company management in making decisions regarding the deployment and use of its vessels and in evaluating their financial performance. TCE rate is also a standard shipping industry performance measure used primarily to compare daily earnings generated by vessels on time charters with daily earnings generated by vessels on voyage charters, because charterhire rates for vessels on voyage charters are generally not expressed in per day amounts while charterhire rates for vessels on time charters generally are expressed in such amounts. |
Year Ended December 31,
|
||||||||||||||||||||
2011
|
2012
|
2013
|
2014
|
2015
|
||||||||||||||||
Average number of vessels
|
35.80
|
35.67
|
37.15
|
38.69
|
35.78
|
|||||||||||||||
Total voyage days for fleet
|
12,831
|
13,027
|
13,442
|
13,889
|
12,562
|
|||||||||||||||
Total calendar days for fleet
|
13,068
|
13,056
|
13,560
|
14,122
|
13,060
|
|||||||||||||||
Fleet Utilization
|
98.19
|
%
|
99.78
|
%
|
99.13
|
%
|
98.35
|
%
|
96,19
|
%
|
||||||||||
Time charter equivalent
|
$ |
26,912
|
$ |
15,896
|
$ |
12,062
|
$ |
12,354
|
$ |
9,171
|
● | Employment Days : We defined employment days as the total number of days the drilling units were employed on a drilling contract. |
● | Dayrates or maximum dayrates : Unless otherwise stated, we defined drilling dayrates as the maximum rate in U.S. Dollars possible to earn for drilling services for one 24 hour day at 100% efficiency under the drilling contract. Such dayrate might be measured by quarter-hour, half-hour or hourly basis and might be reduced depending on the activity performed according to the drilling contract. |
● | Earnings efficiency: We measured our revenue earning performance over a period as a percentage of the maximum revenues that we could earn under our drilling contracts in such period. More specifically, all drilling contracts provided for an operating or base rate that applied for the period during which the drilling unit was operational and at the client's drilling location. Furthermore, drilling contracts generally provided for a general repair allowance for preventive maintenance or repair of equipment; such allowance varied from contract to contract, and we might be compensated at the full operating dayrate or at a reduced operating day rate for such general repair allowance. In addition, drilling contracts typically provided for situations where the drilling units would operate at reduced operating dayrates, such as, among other things: a standby rate, where the drilling unit was prevented from commencing operations for reasons such as bad weather, waiting for customer orders, waiting on other contractors; a moving rate, where the drilling unit was in transit between locations; a reduced performance rate in the event of major equipment failure; or a force majeure rate in the event of a force majeure that causes the suspension of operations. At these instances we were compensated with a portion of the base rate. In addition there were circumstances that due to equipment failure or other events defined in our drilling contracts, we did not earn the base rate. |
● | Mobilization / demobilization fees : In connection with drilling contracts, we might receive revenues for preparation and mobilization of equipment and personnel or for capital improvements to the drilling units, dayrate or fixed price mobilization and demobilization fees. |
● | Revenue : For each contract, we determined whether the contract, for accounting purposes, was a multiple element arrangement, meaning it contained both a lease element and a drilling services element, and, if so, identified all deliverables (elements). For each element we determined how and when to recognize revenue. |
● | Vessel Revenues: Vessel revenues primarily included revenues from spot and pool revenues. Vessel revenues were affected by spot rates and the number of days a vessel operated. Vessel revenues were also affected by the mix of business between vessels on spot and vessels in pools. Revenues from vessels in pools were more volatile, as they were typically tied to prevailing market rates. |
● | Voyage related and vessel operating costs: Voyage expenses, primarily consisted of commissions, port, canal and bunker expenses that are unique to a particular charter, were paid for by us under voyage charter arrangements, except for commissions, which were either paid for by us or were deducted from the freight revenue. All voyage and vessel operating expenses were expensed as incurred, except for commissions. Commissions were deferred and amortized over the related voyage charter period to the extent revenue had been deferred since commissions were earned as our revenues were earned. |
● | Depreciation: Depreciation expense typically consisted of charges related to the depreciation of the historical cost of our fleet (less an estimated residual value) over the estimated useful lives of the vessels. |
● | Drydocking: We drydocked periodically each of our vessels for inspection, repairs and maintenance and any modifications to comply with industry certification or governmental requirements. Generally, each vessel was required to be drydocked every 30 months. We directly expensed costs incurred during drydocking and costs for routine repairs and maintenance performed during drydocking that did not improve or extend the useful lives of the assets. The number of drydockings undertaken in a given period and the nature of the work performed determined the level of drydocking expenditures. |
● | Time Charter Equivalent Rates: Time charter equivalent, or TCE, rates, were a standard industry measure of the average daily revenue performance of a vessel. The TCE rate achieved on a given voyage was expressed in U.S. dollars/day and was generally calculated by subtracting voyage expenses, including bunkers and port charges, from voyage revenue and dividing the net amount (time charter equivalent revenues) by the number of days in the period. |
● | Revenue Days: Revenue days were the total number of calendar days our vessels were in our possession during a period, less the total number of off-hire days during the period associated with major repairs or drydockings. Consequently, revenue days represented the total number of days available for the vessel to earn revenue. Idle days, which were days when a vessel was available to earn revenue, yet was not employed, were included in revenue days. We used revenue days to show changes in net voyage revenues between periods. |
● | Average Number of Vessels: Historical average number of vessels consisted of the average number of vessels that were in our possession during a period. We used average number of vessels primarily to highlight changes in vessel operating costs and depreciation and amortization. |
● | Commercial Pools: To increase vessel utilization to gain economies of scale and thereby revenues, we participated in commercial pools with other shipowners of similar modern, well-maintained vessels. By operating a large number of vessels as an integrated transportation system, commercial pools offer customers greater flexibility and a higher level of service while achieving scheduling efficiencies. Pools employ experienced commercial charterers and operators who have close working relationships with customers and brokers, while technical management is performed by each shipowner. Pools negotiate charters with customers primarily in the spot market. The size and scope of these pools enable them to enhance utilization rates for pool vessels by securing backhaul voyages and COAs, thus generating higher effective TCE revenues than otherwise might be obtainable in the spot market while providing a higher level of service offerings to customers. |
● | Calendar days . We define calendar days as the total number of days in a period during which each vessel in our fleet was in our possession including off-hire days associated with major repairs, drydockings or special or intermediate surveys. Calendar days are an indicator of the size of our fleet over a period and affect both the amount of revenues and the amount of expenses that we record during that period. |
● | Voyage days . We define voyage days as the total number of days in a period during which each vessel in our fleet was in our possession net of off-hire days associated with drydockings or special or intermediate surveys. The shipping industry uses voyage days (also referred to as available days) to measure the number of days in a period during which vessels are available to generate revenues. |
● | Fleet utilization . We calculate fleet utilization by dividing the number of our voyage days during a period by the number of our calendar days during that period. The shipping industry uses fleet utilization to measure a company's efficiency in finding suitable employment for its vessels and minimizing the amount of days that its vessels are off-hire for reasons such as scheduled repairs, vessel upgrades, drydockings or special or intermediate surveys. |
● | TCE rates . We define TCE rates as our time charter revenues less voyage expenses during a period divided by the number of our available days during the period, which is consistent with industry standards. TCE rate, a non-U.S. GAAP measure, provides additional meaningful information in conjunction with revenues from our offshore supply vessels, the most directly comparable U.S. GAAP measure, because it assists our management in making decisions regarding the deployment and use of our vessels and in evaluating their financial performance. TCE rate is also a standard shipping industry performance measure used primarily to compare daily earnings generated by vessels on time charters with daily earnings generated by vessels on voyage charters, because charterhire rates for vessels on voyage charters are generally not expressed in per day amounts while charterhire rates for vessels on time charters generally are expressed in such amounts. |
Year Ended December 31,
|
||||||||||||||||||||
2011
|
2012
|
2013
|
2014
|
2015
|
||||||||||||||||
Average number of vessels
|
-
|
-
|
-
|
-
|
6.0
|
|||||||||||||||
Total voyage days for fleet
|
-
|
-
|
-
|
-
|
426
|
|||||||||||||||
Total calendar days for fleet
|
-
|
-
|
-
|
-
|
426
|
|||||||||||||||
Fleet Utilization
|
-
|
-
|
-
|
-
|
100
|
%
|
||||||||||||||
Time charter equivalent
|
-
|
-
|
-
|
-
|
$ |
18,460
|
● | obtain the charterer's consent to us as the new owner; |
● | obtain the charterer's consent to a new technical manager; |
● | in some cases, obtain the charterer's consent to a new flag for the vessel; |
● | arrange for a new crew for the vessel, and where the vessel is on charter, in some cases, the crew must be approved by the charterer; |
● | replace all hired equipment on board, such as gas cylinders and communication equipment; |
● | negotiate and enter into new insurance contracts for the vessel through our own insurance brokers; |
● | register the vessel under a flag state and perform the related inspections in order to obtain new trading certificates from the flag state; |
● | implement a new planned maintenance program for the vessel; and |
● | ensure that the new technical manager obtains new certificates for compliance with the safety and vessel security regulations of the flag state. |
● | employment and operation of our drybulk and offshore support vessels; and |
● | management of the financial, general and administrative elements involved in the conduct of our business and ownership of our drybulk and tanker vessels and drilling units. |
● | vessel maintenance and repair; |
● | crew selection and training; |
● | vessel spares and stores supply; |
● | contingency response planning; |
● | onboard safety procedures auditing; |
● | accounting; |
● | vessel insurance arrangement; |
● | vessel chartering; |
● | vessel security training and security response plans (ISPS); |
● | obtain ISM certification and audit for each vessel within the six months of taking over a vessel; |
● | vessel hire management; |
● | vessel surveying; and |
● | vessel performance monitoring. |
● | management of our financial resources, including banking relationships, i.e., administration of bank loans and bank accounts; |
● | management of our accounting system and records and financial reporting; |
● | administration of the legal and regulatory requirements affecting our business and assets; and |
● | management of the relationships with our service providers and customers. |
● | Charter rates and periods of charterhire for our drybulk and offshore support vessels; |
● | levels of drybulk and offshore support vessels operating expenses; |
● | depreciation and amortization expenses; |
● | financing costs; and |
● | fluctuations in foreign exchange rates. |
● | reports by industry analysts and data providers that focus on our industry and related dynamics affecting vessel values; |
● | news and industry reports of similar vessel sales; |
● | news and industry reports of sales of vessels that are not similar to our vessels where we have made certain adjustments in an attempt to derive information that can be used as part of our estimates; |
● | approximate market values for our vessels or similar vessels that we have received from shipbrokers, whether solicited or unsolicited, or that shipbrokers have generally disseminated; |
● | offers that we may have received from potential purchasers of our vessels; and |
● | vessel sale prices and values of which we are aware through both formal and informal communications with shipowners, shipbrokers, industry analysts and various other shipping industry participants and observers. |
Drybulk Vessels
|
Dwt
|
Year Built
|
Carrying Value December 31, 2014
(in millions)
|
Carrying Value December 31, 2015
(in millions)
|
||||||||||||
Montecristo
|
180,263
|
2005
|
32.2
|
**
|
-
|
|||||||||||
Cohiba
|
174,234
|
2006
|
32.7
|
**
|
-
|
|||||||||||
Robusto
|
173,949
|
2006
|
32.7
|
**
|
-
|
|||||||||||
Partagas
|
173,880
|
2004
|
28.7
|
**
|
-
|
|||||||||||
Capri
|
172,579
|
2001
|
99.9
|
**
|
-
|
|||||||||||
Manasota
|
171,061
|
2004
|
52.6
|
**
|
-
|
|||||||||||
Alameda
|
170,662
|
2001
|
44.0
|
**
|
-
|
|||||||||||
Mystic
|
170,040
|
2008
|
112.1
|
**
|
-
|
|||||||||||
Flecha
|
170,012
|
2004
|
112.3
|
**
|
-
|
|||||||||||
Sorrento
|
76,633
|
2004
|
61.8
|
**
|
6.9
|
**
|
||||||||||
Mendocino
|
76,623
|
2002
|
27.5
|
**
|
5.4
|
**
|
||||||||||
Maganari
|
75,941
|
2001
|
19.5
|
**
|
5.0
|
**
|
||||||||||
Saldanha
|
75,707
|
2004
|
51.1
|
**
|
-
|
|||||||||||
Coronado
|
75,706
|
2000
|
24.2
|
**
|
4.5
|
**
|
||||||||||
Ligari
|
75,583
|
2004
|
29.7
|
**
|
6.9
|
**
|
||||||||||
Rapallo
|
75,123
|
2009
|
28.0
|
**
|
9.4
|
**
|
||||||||||
Amalfi
|
75,206
|
2009
|
36.2
|
**
|
9.4
|
**
|
||||||||||
Bargara
|
74,832
|
2002
|
31.2
|
**
|
4.7
|
**
|
||||||||||
Samatan
|
74,823
|
2001
|
44.5
|
**
|
4.2
|
**
|
||||||||||
Capitola
|
74,816
|
2001
|
31.2
|
**
|
4.2
|
**
|
||||||||||
Sonoma
|
74,786
|
2001
|
25.1
|
**
|
4.2
|
**
|
||||||||||
Majorca
|
74,477
|
2005
|
36.8
|
**
|
6.6
|
**
|
||||||||||
Redondo
|
74,716
|
2000
|
24.5
|
**
|
3.7
|
**
|
||||||||||
Topeka
|
74,716
|
2000
|
15.9
|
**
|
-
|
|||||||||||
Catalina
|
74,432
|
2005
|
33.2
|
**
|
6.6
|
**
|
||||||||||
Oregon
|
74,204
|
2002
|
43.7
|
**
|
5.4
|
**
|
||||||||||
Levanto
|
73,925
|
2001
|
32.7
|
**
|
4.2
|
**
|
||||||||||
Ecola
|
73,931
|
2001
|
25.2
|
**
|
4.2
|
**
|
||||||||||
Helena
|
73,744
|
1999
|
14.6
|
**
|
-
|
|||||||||||
Ocean Crystal
|
73,688
|
1999
|
17.9
|
**
|
4.0
|
**
|
||||||||||
Marbella
|
72,561
|
2000
|
28.0
|
**
|
4.4
|
**
|
||||||||||
Galveston
|
51,201
|
2002
|
10.5
|
**
|
-
|
|||||||||||
Byron
|
51,118
|
2003
|
40.9
|
**
|
-
|
|||||||||||
Wooloomooloo
|
76,064
|
2012
|
31.5
|
**
|
-
|
|||||||||||
Raraka
|
76,037
|
2012
|
31.5
|
**
|
11.9
|
**
|
||||||||||
Fakarava
|
206,152
|
2012
|
48.1
|
**
|
29.5
|
**
|
||||||||||
Rangiroa
|
206,026
|
2013
|
52.2
|
**
|
31.4
|
**
|
||||||||||
Negonego
|
206,097
|
2013
|
51.2
|
**
|
31.4
|
**
|
||||||||||
Raiatea
|
179,078
|
2011
|
53.2
|
|||||||||||||
Total for drybulk vessels
|
4,254,626
|
|
$ 1,548.8
|
|
$ 208.1
|
Offshore support vessels
|
||||||||||||||||
Vega Corona
|
1,430
|
2012
|
-
|
12.9
|
***
|
|||||||||||
Crescendo
|
1,457
|
2012
|
-
|
12.9
|
***
|
|||||||||||
Jubilee
|
1,317
|
2012
|
-
|
17.6
|
***
|
|||||||||||
Vega Emtoli
|
1,363
|
2012
|
-
|
17.6
|
***
|
|||||||||||
Vega Jaanca
|
1,393
|
2012
|
-
|
17.7
|
***
|
|||||||||||
Vega Inruda
|
1,393
|
2013
|
-
|
17.7
|
***
|
|||||||||||
Total for offshore support vessels
|
8,353
|
|
$ -
|
|
$96.4
|
|||||||||||
Tanker vessels
|
||||||||||||||||
Vilamoura
|
158,622
|
2011
|
61.5
|
*
|
-
|
|||||||||||
Saga
|
115,738
|
2011
|
51.4
|
*
|
-
|
|||||||||||
Daytona
|
115,896
|
2011
|
52.5
|
*
|
-
|
|||||||||||
Belmar
|
115,904
|
2011
|
54.1
|
*
|
-
|
|||||||||||
Calida
|
115,812
|
2012
|
55.2
|
*
|
-
|
|||||||||||
Lipari
|
158,425
|
2012
|
65.7
|
*
|
-
|
|||||||||||
Petalidi
|
158,532
|
2012
|
66.2
|
*
|
-
|
|||||||||||
Bordeira
|
158,513
|
2013
|
68.5
|
*
|
-
|
|||||||||||
Alicante
|
115,708
|
2013
|
59.3
|
*
|
-
|
|||||||||||
Mareta
|
115,796
|
2013
|
58.4
|
*
|
-
|
|||||||||||
Total for tanker vessels
|
1,328,946
|
|
$ 592.8
|
|
$ -
|
|||||||||||
Total
|
5,591,925
|
|
$ 2,141.6
|
|
$ 304.5
|
2013
|
2014
|
2015
|
||||||||||
Average number of vessels
|
37.15
|
38.69
|
35.78
|
|||||||||
Total voyage days for fleet
|
13,442
|
13,889
|
12,562
|
|||||||||
Total calendar days for fleet
|
13,560
|
14,122
|
13,060
|
|||||||||
Fleet Utilization
|
99.13
|
%
|
98.35
|
%
|
96.19
|
%
|
||||||
Time charter equivalent
|
$ |
12,062
|
$ |
12,354
|
$ |
9,171
|
2013
|
2014
|
2015
|
||||||||||
Average number of vessels
|
9.86
|
10.00
|
6.21
|
|||||||||
Total voyage days for fleet
|
3,598
|
3,650
|
2,168
|
|||||||||
Total calendar days for fleet
|
3,598
|
3,650
|
2,267
|
|||||||||
Fleet Utilization
|
100
|
%
|
100
|
%
|
95.63
|
%
|
||||||
Time charter equivalent
|
$ |
12,900
|
$ |
21,835
|
$ |
36,389
|
2013
|
2014
|
2015
|
||||||||||
Average number of vessels
|
-
|
-
|
6.0
|
|||||||||
Total voyage days for fleet
|
-
|
-
|
426
|
|||||||||
Total calendar days for fleet
|
-
|
-
|
426
|
|||||||||
Fleet Utilization
|
-
|
-
|
100
|
%
|
||||||||
Time charter equivalent
|
-
|
-
|
$ |
18,460
|
Year ended December 31,
|
||||||||||||||||
2014
|
2015
|
Change
|
||||||||||||||
REVENUES:
|
||||||||||||||||
Revenues
|
$
|
2,185,524
|
$
|
969,825
|
$
|
(1,215,699
|
)
|
(55.6
|
)%
|
|||||||
EXPENSES:
|
||||||||||||||||
Voyage expenses
|
117,165
|
65,286
|
(51,879
|
)
|
(44.3
|
)%
|
||||||||||
Vessels and drilling units operating expenses
|
844,260
|
371,074
|
(473,186
|
)
|
(56.0
|
)%
|
||||||||||
Depreciation and amortization
|
449,792
|
227,652
|
(222,140
|
)
|
(49.4
|
)%
|
||||||||||
Loss on contract cancellation
|
1,307
|
28,241
|
26,934
|
2,060.7
|
%
|
|||||||||||
Impairment loss and loss from sale of vessels and vessel owning companies
|
38,148
|
1,057,116
|
1,018,968
|
2,671.1
|
%
|
|||||||||||
General and administrative expenses
|
193,686
|
104,912
|
(88,774
|
)
|
(45.8
|
)%
|
||||||||||
Legal settlements and other, net
|
(2,013
|
)
|
(2,948
|
)
|
(935
|
)
|
46.4
|
%
|
||||||||
Operating income/(loss)
|
543,179
|
(881,508
|
)
|
(1,424,687
|
)
|
(262.3
|
)%
|
|||||||||
OTHER INCOME /(EXPENSES):
|
||||||||||||||||
Interest and finance costs
|
(411,021
|
)
|
(172,132
|
)
|
238,889
|
(58.1
|
)%
|
|||||||||
Interest income
|
12,146
|
527
|
(11,619
|
)
|
(95.7
|
)%
|
||||||||||
Loss on interest rate swaps
|
(15,528
|
)
|
(11,601
|
)
|
3,927
|
(25.3
|
)%
|
|||||||||
Other, net
|
7,067
|
(9,275
|
)
|
(16,342
|
)
|
(231.2
|
)%
|
|||||||||
Total other expenses, net
|
(407,336
|
)
|
(192,481
|
)
|
214,855
|
(52.7
|
)%
|
|||||||||
INCOME/(LOSS) BEFORE INCOME TAXES AND EARNINGS OF AFFILIATED COMPANIES
|
135,843
|
(1,073,989
|
)
|
(1,209,832
|
)
|
(890.6
|
)%
|
|||||||||
Loss due to deconsolidation of Ocean Rig
|
-
|
(1,347,106
|
)
|
(1,347,106
|
)
|
-
|
||||||||||
Income taxes
|
(77,823
|
)
|
(37,119
|
)
|
40,704
|
(52.3
|
)%
|
|||||||||
Equity in net losses of Ocean Rig
|
-
|
(349,872
|
)
|
(349,872
|
)
|
-
|
||||||||||
NET INCOME/(LOSS)
|
58,020
|
(2,808,086
|
)
|
(2,866,106
|
)
|
(4,939.9
|
)%
|
|||||||||
Less: Net (income)
attributable to non-controlling interests
|
(105,532
|
)
|
(38,975
|
)
|
66,557
|
(63.1
|
)%
|
|||||||||
NET LOSS ATTRIBUTABLE TO DRYSHIPS INC.
|
$
|
(47,512
|
)
|
$
|
(2,847,061
|
)
|
$
|
(2,799,549
|
)
|
5,892.3
|
%
|
Year ended December 31,
|
||||||||||||||||
2013
|
2014
|
Change
|
||||||||||||||
REVENUES:
|
||||||||||||||||
Revenues
|
$
|
1,492,014
|
$
|
2,185,524
|
$
|
693,510
|
46.5
|
%
|
||||||||
EXPENSES:
|
||||||||||||||||
Voyage expenses
|
103,211
|
117,165
|
13,954
|
13.5
|
%
|
|||||||||||
Vessels and drilling units operating expenses
|
609,765
|
844,260
|
234,495
|
38.5
|
%
|
|||||||||||
Depreciation and amortization
|
357,372
|
449,792
|
92,420
|
25.9
|
%
|
|||||||||||
Loss on sale of assets, net
|
-
|
1,307
|
1,307
|
-
|
%
|
|||||||||||
Vessel impairment charge
|
43,490
|
38,148
|
(5,342
|
)
|
(12.3
|
)%
|
||||||||||
Contract termination fees and Other
|
33,293
|
-
|
(33,293
|
)
|
(100
|
)%
|
||||||||||
General and administrative expenses
|
184,722
|
193,686
|
8,964
|
4.9
|
%
|
|||||||||||
Legal settlements and other, net
|
4,585
|
(2,013
|
)
|
(6,598
|
)
|
(143.9
|
)%
|
|||||||||
Operating income
|
155,576
|
543,179
|
387,603
|
249.1
|
%
|
|||||||||||
OTHER INCOME /(EXPENSES):
|
||||||||||||||||
Interest and finance costs
|
(332,129
|
)
|
(411,021
|
)
|
(78,892
|
)
|
23.8
|
%
|
||||||||
Interest income
|
12,498
|
12,146
|
(352
|
)
|
(2.8
|
)%
|
||||||||||
Gain/(loss) on interest rate swaps
|
8,373
|
(15,528
|
)
|
(23,901
|
)
|
(285.5
|
)%
|
|||||||||
Other, net
|
2,245
|
7,067
|
4,822
|
214.8
|
%
|
|||||||||||
Total other expenses, net
|
(309,013
|
)
|
(407,336
|
)
|
(98,323
|
)
|
31.8
|
%
|
||||||||
INCOME/(LOSS) BEFORE INCOME TAXES
|
(153,437
|
)
|
135,843
|
289,280
|
(188.5
|
)%
|
||||||||||
Income taxes
|
(44,591
|
)
|
(77,823
|
)
|
(33,232
|
)
|
74.5
|
%
|
||||||||
NET INCOME/(LOSS)
|
(198,028
|
)
|
58,020
|
256,048
|
(129.3
|
)%
|
||||||||||
Less: Net (income)/loss attributable to non-controlling interests
|
(25,065
|
)
|
(105,532
|
)
|
(80,467
|
)
|
321.0
|
%
|
||||||||
NET LOSS ATTRIBUTABLE TO DRYSHIPS INC.
|
$
|
(223,093
|
)
|
$
|
(47,512
|
)
|
$
|
175,581
|
(78.7
|
)%
|
Payments due by period
|
||||||||
Obligations
|
Total
|
Less than 1
year
|
||||||
(In thousands of Dollars)
|
||||||||
Long-term debt (1)
|
$
|
341,865
|
$
|
341,865
|
||||
Interest and borrowing fees (2)
|
4,133
|
4,133
|
||||||
Total
|
$
|
345,998
|
$
|
345,998
|
(1) | As further discussed in Note 4, 7 and 11 to our consolidated financial statements, the outstanding balance of our long-term debt at December 31, 2015, was $218.2 million (gross of unamortized deferred financing fees of $0.6 million), included in current liabilities, $103.7 million included in "Liabilities held for sale" due to the sale of the respective vessel owning companies and $20.0 million included in "Due to related parties", in the consolidated balance sheet included in this annual report. The above amounts were used to partially finance the expansion of our fleet. The loans bear interest at LIBOR plus a margin. The amounts in the table under "Long Term Debt" do not include any projected interest payments. |
Loan repayments as per original terms of loan agreements
|
Payments due by period
|
|||||||||||||||||||
Total
|
Less than 1
year
|
1-3 years
|
3-5 years
|
More than
5 years
|
||||||||||||||||
(In thousands of Dollars)
|
||||||||||||||||||||
Long-term debt (1)
|
$
|
341,865
|
$
|
211,400
|
$
|
37,023
|
$
|
28,232
|
$
|
65,210
|
||||||||||
Interest and borrowing fees (2)
|
62,826
|
13,828
|
23,368
|
12,930
|
12,700
|
|||||||||||||||
Total
|
$
|
404,691
|
$
|
225,228
|
$
|
60,391
|
$
|
41,162
|
$
|
77,910
|
(2) | A portion of our long-term debt outstanding as of December 31, 2015 bears variable interest at margin over LIBOR, but such variable interest is fixed by our existing interest rate swaps. The calculation of interest payments is based on interest rates ranging from 3.11% to 8.41%, including part of interest rate swap payments for the floating rates (LIBOR). |
Name
|
Age
|
Position
|
|||
George Economou
|
63
|
Chairman, President, Chief Executive Officer and Class A Director
|
|||
Harry Kerames
|
61
|
Class B Director
|
|||
Vassilis Karamitsanis (1)
|
40
|
Class A Director
|
|||
George Xiradakis (1)
|
52
|
Class B Director
|
|||
Chryssoula Kandylidis (1)
|
62
|
Class C Director
|
|||
George Demathas
|
63
|
Class C Director
|
|||
Anthony Kandylidis
|
38
|
Exeuctive Vice President
|
|||
Ziad Nakhleh
|
43
|
Chief Financial Officer
|
|||
Niki Fotiou (2)
|
46
|
Senior Vice President Head of Accounting and Reporting
|
|||
Prokopios (Akis) Tsirigakis
|
61
|
Vice President of Offshore
|
|||
Dimitrios Dreliozis (2)
|
39
|
Financial Controller
|
|||
Anastasia Pavli
|
34
|
Secretary
|
(1) | On December 3, 2015, the members of our Board of Directors reduced to three, due to the resignation of three of our directors; Mrs. Chryssoula Kandylidis, Mr. George Xiradakis and Mr. Vassilis Karamitsanis |
(2) | On December 3, 2015, our Board of directors approved the resignation of our Senior Vice President, Head of Accounting and Reporting Mrs. Niki Fotiou as well as the appointment of our Financial Controller Mr. Dimitrios Dreliozis |
· | engaging our external and internal auditors; |
· | approving in advance all audit and non-audit services provided by the auditors; |
· | approving all fees paid to the auditors; |
· | reviewing the qualification and independence of our external auditors; |
· | reviewing our relationship with external auditors, including considering audit fees which should be paid as well as any other fees which are payable to auditors in respect of non-audit activities, discussing with the external auditors such issues as compliance with accounting princi ples and any proposals which the external auditors have made vis-а-vis our accounting principles and standards and auditing standards; |
· | overseeing our financial reporting and internal control functions; |
· | overseeing our whistleblower's process and protection; and |
· | overseeing general compliance with related regulatory requirements. |
· | each person or entity that we know beneficially owns 5% or more of our common shares; |
· | each of our executive officers, directors and key employees; and |
· | all our executive officers, directors and key employees as a group. |
Name and Address of Beneficial Owner(1)
|
Number of
Shares Owned
|
Percent of
Class(2)
|
||||||
George Economou (3)
|
4,722,685
|
17.6
|
%
|
|||||
Anthony Kandylidis
|
—
|
*
|
||||||
Harry Kerames
|
—
|
*
|
||||||
Evangelos Mytilinaios
|
—
|
*
|
||||||
George Xiradakis
|
—
|
*
|
||||||
George Demathas
|
—
|
*
|
||||||
Executive Officers, Key Employees and Directors as a Group
|
4,751,823
|
17.7
|
%
|
*
|
Less than one percent.
|
(1)
|
Unless otherwise indicated, the business address of each beneficial owner identified is c/o DryShips, 109 Kifisias Avenue and Sina Street, Amaroussion GR 151 24 Greece.
|
(2)
|
Based on 26,881,846 common shares outstanding as of March 31, 2016.
|
(3)
|
Mr. Economou may be deemed to beneficially own 437,796 (10,944,910 common shares before the reverse stock split) of these shares through Elios Investments Inc., which is a wholly-owned subsidiary of the Entrepreneurial Spirit Foundation, a Lichtenstein foundation, or the Foundation, the beneficiaries of which are Mr. Economou and members of his family. Mr. Economou may be deemed to beneficially own 752,000 (18,800,000 common shares before the reverse stock split) of these shares through Fabiana Services S.A., a Marshall Islands corporation, of which Mr. Economou is the controlling person. Mr. Economou may be deemed to beneficially own 10,180 (254,512 common shares before the reverse stock split) of these shares through Goodwill Shipping Company Limited, a Malta corporation, of which Mr. Economou is the controlling person. Mr. Economou may be deemed to beneficially own 2,324,226 (58,105,667 common shares before the reverse stock split) of these shares, through Sphinx Investment Corp., a Marshall Islands corporation, of which Mr. Economou is the controlling person. Mr. Economou may be deemed to beneficially own 1,198,483 (29,962,088 common shares before the reverse stock split) of these shares through Entrepreneurial Spirit Holdings Inc., a Liberian corporation that is wholly-owned by the Foundation.
|
December 31, 2011
|
$
|
1.97
|
$
|
5.50
|
||||
December 31, 2012
|
$
|
1.58
|
$
|
3.74
|
||||
December 31, 2013
|
$
|
1.64
|
$
|
4.70
|
||||
December 31, 2014
|
$
|
0.76
|
$
|
4.50
|
||||
December 31. 2015
|
$
|
0.08
|
$
|
1.15
|
For the Quarter Ended
|
||||||||
March 31, 2014
|
$
|
3.15
|
$
|
4.50
|
||||
June 30, 2014
|
$
|
2.87
|
$
|
3.53
|
||||
September 30, 2014
|
$
|
2.44
|
$
|
3.36
|
||||
December 31, 2014
|
$
|
0.76
|
$
|
3.30
|
||||
March 31, 2015
|
$
|
0.72
|
$
|
1.15
|
||||
June 30, 2015
|
$
|
0.58
|
$
|
0.85
|
||||
September 30, 2015
|
$
|
0.16
|
$
|
0.69
|
||||
December 31, 2015
|
$
|
0.08
|
$
|
0.29
|
For the Month Ended
|
||||||||
October 2015
|
$
|
0.17
|
$
|
0.23
|
||||
November 2015
|
$
|
0.15
|
$
|
0.21
|
||||
December 2015
|
$
|
0.08
|
$
|
0.29
|
||||
January 2016
|
$
|
0.09
|
$
|
0.16
|
||||
February 2016
|
$
|
0.10
|
$
|
0.13
|
||||
March 2016
|
$
|
2.15
|
$
|
4.00
|
||||
April 1, 2016 through April 26, 2016
|
$ | 0.76 | $ | 1.86 |
· | more than 50% of the Company's stock, in terms of value, is beneficially owned by individuals who are residents of a qualified foreign country, which the Company refers to as the "50% Ownership Test"; or |
· | the Company's stock is "primarily and regularly" traded on an established securities market located in the United States or in a qualified foreign country, which the Company refers to as the "Publicly Traded Test". |
· | at least 75% of our gross income for such taxable year consists of passive income ( e.g. , dividends, interest, capital gains and rents derived other than in the active conduct of a rental business); or |
· | at least 50% of the average value of the assets held by the Company during such taxable year produce, or are held for the production of, passive income. |
· | the excess distribution or gain would be allocated ratably over the Non-Electing U.S. Holders' aggregate holding period for the common shares; |
· | the amount allocated to the current taxable year and any taxable year before we became a PFIC would be taxed as ordinary income; and |
· | the amount allocated to each of the other taxable years would be subject to tax at the highest rate of tax in effect for the applicable class of taxpayer for that year, and an interest charge for the deemed tax deferral benefit would be imposed with respect to the resulting tax attributable to each such other taxable year. |
· | the gain is effectively connected with the Non-U.S. Holder's conduct of a trade or business in the United States. If the Non-U.S. Holder is entitled to the benefits of an income tax treaty with respect to that gain, that gain is taxable only if it is attributable to a permanent establishment maintained by the Non-U.S. Holder in the United States; or |
· | the Non-U.S. Holder is an individual who is present in the United States for 183 days or more during the taxable year of disposition and other conditions are met. |
· | ails to provide an accurate taxpayer identification number; |
· | is notified by the IRS that he has failed to report all interest or dividends required to be shown on his U.S. federal income tax returns; or |
· | in certain circumstances, fails to comply with applicable certification requirements. |
(U.S. Dollars in Thousands)
|
2014
|
2015
|
||||||
Audit and audit related fees
|
$
|
2,122
|
$
|
1,241
|
||||
Tax fees
|
46
|
122
|
||||||
Total fees
|
$
|
2,168
|
$
|
1,363
|
· | In lieu of obtaining shareholder approval prior to the issuance of designated securities or the adoption of equity compensation plans or material amendments to such equity compensation plans, we will comply with provisions of the BCA, providing that the board of directors approve share issuances and adoptions of and material amendments to equity compensation plans. Likewise, in lieu of obtaining shareholder approval prior to the issuance of securities in certain circumstances, consistent with the BCA and our amended and restated articles of incorporation and by laws, the board of directors approves certain share issuances. |
· | Our board of directors will not hold regularly scheduled meetings at which only independent directors are present. |
· | As a foreign private issuer, we are not required to solicit proxies or provide proxy statements to NASDAQ pursuant to NASDAQ corporate governance rules or Marshall Islands law. Consistent with Marshall Islands law and as provided in our Amended and Restated Bylaws, we will notify our shareholders of meetings between 15 and 60 days before the meeting. This notification will contain, among other things, information regarding business to be transacted at the meeting. In addition, our Amended and Restated Bylaws provide that shareholders must give us between 150 and 180 days advance notice to properly introduce any business at a meeting of shareholders. |
1.1 | Articles of Amendment to Articles of Incorporation of DryShips Inc., incorporated by reference to Exhibit 3.1 to the Registration Statement on Form 8-A of DryShips Inc., filed with the SEC on January 18, 2008. |
1.2 | Amended and Restated Bylaws of DryShips Inc., incorporated by reference to Exhibit 3.1 to the Registration Statement on Form F-3 of DryShips Inc. (File No. 333-169235), filed with the SEC on September 7, 2010. |
1.3 | Certificate of Designations of Rights, Preferences and Privileges of Series A Convertible Preferred Stock of DryShips Inc., incorporated by reference to Exhibit 2.5 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2010, filed with the SEC on April 15, 2011. |
1.4 | Certificate of Designations of Rights, Preferences and Privileges of Series B Convertible Preferred Stock of DryShips Inc. |
2.1 | Form of Common Share Certificate, incorporated by reference to Exhibit 2.1 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2008, filed with the SEC on March 30, 2009. |
2.2 | Form of Global Note, incorporated by reference to Exhibit 2.2 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2009, filed with the SEC on April 9, 2010. |
2.6 | Indenture, dated as of September 20, 2012, by and among Drill Rigs Holdings Inc., Ocean Rig UDW Inc., and each of the Guarantors party thereto, U.S. Bank National Association, as Trustee, and Deutsche Bank Trust Company Americas, as Noteholder Collateral Agent, Registrar and Paying Agent, relating to 6.50% Senior Secured Notes Due 2017, incorporated by reference to exhibit 2.4 to the Annual Report on Form 20-F of Ocean Rig UDW Inc. for the fiscal year ended December 31, 2012, filed with the SEC on March 22, 2013. |
2.7 | Supplemental Indenture, dated as of January 23, 2013, amending and supplementing the Indenture, dated as of September 20, 2012, by and among Drill Rigs Holdings Inc., Ocean Rig UDW Inc., and each of the Guarantors party thereto, U.S. Bank National Association, as Trustee, and Deutsche Bank Trust Company Americas, as Noteholder Collateral Agent, Registrar and Paying Agent, relating to 6.50% Senior Secured Notes Due 2017, incorporated by reference to exhibit 2.5 to the Annual Report on Form 20-F of Ocean Rig UDW Inc. for the fiscal year ended December 31, 2012, filed with the SEC on March 22, 2013. |
2.8 | Second Supplemental Indenture, dated as of January 30, 2013, amending and supplementing the Indenture, dated as of September 20, 2012, as supplemented by a supplemental indenture, dated as of January 23, 2013, by and among Drill Rigs Holdings Inc., Ocean Rig UDW Inc., and each of the Guarantors party thereto, U.S. Bank National Association, as Trustee, and Deutsche Bank Trust Company Americas, as Noteholder Collateral Agent, Registrar and Paying Agent, relating to 6.50% Senior Secured Notes Due 2017, incorporated by reference to exhibit 2.6 to the Annual Report on Form 20-F of Ocean Rig UDW Inc. for the fiscal year ended December 31, 2012, filed with the SEC on March 22, 2013. |
2.9 | Third Supplemental Indenture, dated as of March 15, 2013, amending and supplementing the Indenture, dated as of September 20, 2012, as supplemented by a supplemental indenture, dated as of January 23, 2013, and a second supplemental indenture dated as of January 30, 2013, by and among Drill Rigs Holdings Inc., Ocean Rig UDW Inc., and each of the Guarantors party thereto, U.S. Bank National Association, as Trustee, and Deutsche Bank Trust Company Americas, as Noteholder Collateral Agent, Registrar and Paying Agent, relating to 6.50% Senior Secured Notes Due 2017, incorporated by reference to exhibit 2.7 to the Annual Report on Form 20-F of Ocean Rig UDW Inc. for the fiscal year ended December 31, 2012, filed with the SEC on March 22, 2013. |
4.1 | Stockholders Rights Agreement, dated January 18, 2008, by and between DryShips Inc. and American Stock Transfer & Trust Company, as Rights Agent, incorporated by reference to Exhibit 4.2 to the Registration Statement on Form 8-A of DryShips Inc., filed with the SEC on January 18, 2008. |
4.2 | Amendment No. 1, dated as July 9, 2009, to Stockholders Rights Agreement, incorporated by reference to Exhibit 99.1 to the Registration Statement on Form 8-A of DryShips Inc., filed with the SEC on July 15, 2009. |
4.3 | Amendment No. 2, dated as of April 21, 2010, to Stockholders Rights Agreement, incorporated by reference to Exhibit 99.1 to the Registration Statement on Form 8-A of DryShips Inc., filed with the SEC on April 27, 2010. |
4.4 | Amended and Restated 2008 Equity Incentive Plan of DryShips Inc., incorporated by reference to Exhibit 4.1 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2009, filed with the SEC on April 9, 2010. |
4.5 | Loan Agreement, dated March 31, 2006, by and between DryShips Inc., as Borrower, the banks and financial institutions listed therein, as Lenders and Swap Banks, HSH Nordbank AG, as Agent, Security Trustee, Lead Arranger, Lead Bookrunner and Joint Underwriter, and The Governor and Company of the Bank of Scotland, as Joint Bookrunner and Joint Underwriter, relating to a term loan and short-term credit facilities of up to $518,750,000, or the HSH Nordbank Senior Loan Agreement, incorporated by reference to Exhibit 4.4 to the Annual Report on Form 20-F of DryShips for the fiscal year ended December 31, 2005, filed with the SEC on April 21, 2006. |
4.6 | Supplemental Letter, dated May 15, 2006, to the HSH Nordbank Senior Loan Agreement and the HSH Nordbank Junior Loan Agreement, incorporated by reference to Exhibit 4.5 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2009, filed with the SEC on April 9, 2010. |
4.7 | Supplemental Agreement, dated November 29, 2006, to the HSH Nordbank Senior Loan Agreement, incorporated by reference to Exhibit 4.5 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2007, filed with the SEC on March 31, 2008. |
4.8 | Supplemental Agreement, dated November 29, 2006, to the HSH Nordbank Junior Loan Agreement, incorporated by reference to Exhibit 4.6 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2007, filed with the SEC on March 31, 2008. |
4.9 | Amending and Restating Agreement, dated May 23, 2007, relating to the HSH Nordbank Senior Loan Agreement, as supplemented and amended by a supplemental letter dated May 15, 2006 and as further amended and supplemented by a supplemental agreement dated November 29, 2006, incorporated by reference to Exhibit 4.8 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2007, filed with the SEC on March 31, 2008. |
4.10 | Amending and Restating Agreement, dated May 23, 2007, relating to the HSH Nordbank Junior Loan Agreement, as supplemented and amended by a supplemental letter dated May 15, 2006 and as further amended and supplemented by a supplemental agreement dated November 29, 2006, incorporated by reference to Exhibit 4.9 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2007, filed with the SEC on March 31, 2008 |
4.11 | Supplemental Agreement, dated February 27, 2008, to the HSH Nordbank Senior Loan Agreement, as supplemented and amended by a supplemental letter dated May 15, 2006 and as further amended and supplemented by a supplemental agreement dated November 29, 2006 and as further amended and restated by an amending and restating agreement dated May 23, 2007, incorporated by reference to Exhibit 4.10 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2008, filed with the SEC on March 30, 2009. |
4.12 | Supplemental Agreement, dated February 27, 2008, to the HSH Nordbank Junior Loan Agreement, as supplemented and amended by a supplemental letter dated May 15, 2006 and as further amended and supplemented by a supplemental agreement dated November 29, 2006 and as further amended and restated by an amending and restating agreement dated May 23, 2007, incorporated by reference to Exhibit 4.11 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2008, filed with the SEC on March 30, 2009. |
4.13 | Supplemental Letter, dated April 23, 2008, to the HSH Nordbank Senior Loan Agreement, as supplemented and amended by a supplemental letter dated May 15, 2006, a supplemental agreement dated November 29, 2006 and a supplemental agreement dated February 27, 2008 and as amended and restated by an amending and restating agreement dated May 23, 2007, incorporated by reference to Exhibit 4.12 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2008, filed with the SEC on March 30, 2009. |
4.14 | Supplemental Letter, dated April 23, 2008, to the HSH Nordbank Junior Loan Agreement, as supplemented and amended by a supplemental letter dated May 15, 2006, a supplemental agreement dated November 29, 2006 and a supplemental agreement dated February 27, 2008 and as amended and restated by an amending and restating agreement dated May 23, 2007, incorporated by reference to Exhibit 4.13 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2008, filed with the SEC on March 30, 2009. |
4.15 | Supplemental Agreement, dated November 17, 2009, to the HSH Nordbank Senior Loan Agreement, as supplemented, amended and restated from time to time, incorporated by reference to Exhibit 4.15 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2009, filed with the SEC on April 9, 2010. |
4.16 | Supplemental Agreement, dated November 17, 2009, to the HSH Nordbank Junior Loan Agreement, as supplemented, amended and restated from time to time, incorporated by reference to Exhibit 4.14 to the Company's Annual Report on Form 20-F for the fiscal year ended December 31, 2009, filed with the SEC on April 9, 2010. |
4.17 | Supplemental Letter, dated September 29, 2010, to the HSH Nordbank Senior Loan Agreement, as supplemented, amended and restated from time to time, incorporated by reference to Exhibit 1 to the Report on Form 6-K of DryShips Inc., filed with the SEC on September 30, 2010. |
4.18 | Supplemental Letter, dated September 29, 2010, to the HSH Nordbank Junior Loan Agreement, as supplemented, amended and restated from time to time, incorporated by reference to Exhibit 2 to the Report on Form 6-K of DryShips Inc., filed with the SEC on September 30, 2010. |
4.19 | Supplemental Letter, dated February 9, 2012, to the HSH Nordbank Senior Loan Agreement, as supplemented, amended and restated from time to time, incorporated by reference to Exhibit 4.20 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2011, filed with the SEC on March 16, 2012. |
4.20 | Supplemental Letter, dated February 9, 2012, to the HSH Nordbank Junior Loan Agreement, as supplemented, amended and restated from time to time, incorporated by reference to Exhibit 4.21 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2011, filed with the SEC on March 16, 2012. |
4.21 | Pledge and Security Agreement, dated as of February 9, 2012, made by DryShips Inc. to HSH Nordbank AG, incorporated by reference to Exhibit 4.22 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2011, filed with the SEC on March 16, 2012. |
4.22 | Uncertificated Securities Control Agreement, dated as of February 9, 2012, among DryShips Inc., HSH Nordbank AG and Ocean Rig UDW Inc., incorporated by reference to Exhibit 4.23 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2011, filed with the SEC on March 16, 2012. |
4.23 | Supplemental Letter, dated September 27, 2012, to the HSH Nordbank Senior Loan Agreement, as supplemented, amended and restated from time to time, incorporated by reference to Exhibit 4.24 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2012 filed with the SEC on March 22, 2013. |
4.24 | Supplemental Letter, dated September 27, 2012, to the HSH Nordbank Junior Loan Agreement, as supplemented, amended and restated from time to time, incorporated by reference to Exhibit 4.25 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2012 filed with the SEC on March 22, 2013. |
4.25 | Pledge and Security Agreement, dated as of September 27, 2012, made by DryShips Inc. to HSH Nordbank AG incorporated by reference to Exhibit 4.26 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2012 filed with the SEC on March 22, 2013. |
4.26 | Uncertificated Securities Control Agreement, dated as of September 27, 2012, among DryShips Inc., HSH Nordbank AG and Ocean Rig UDW Inc. incorporated by reference to Exhibit 4.27 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2012 filed with the SEC on March 22, 2013. |
4.27 | Loan Agreement, dated October 5, 2007, by and between Boone Star Owners Inc. and Iokasti Owning Company Limited, as Borrowers, and Piraeus Bank A.E., as Lender, relating to a loan facility of up to $90,000,000, incorporated by reference to Exhibit 4.22 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2008, filed with the SEC on March 30, 2009. |
4.28 | Waiver Letter, dated April 15, 2009, to a Loan Agreement, dated October 5, 2007, by and between Boone Star Owners Inc. and Iokasti Owning Company Limited, as Borrowers, and Piraeus Bank A.E., as Lender, relating to a loan facility of up to $90,000,000, incorporated by reference to Exhibit 4.26 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2010, filed with the SEC on April 15, 2011. |
4.29 | First Supplemental Agreement, dated July 30, 2009, to a Loan Agreement, dated October 5, 2007, by and between Boone Star Owners Inc. and Iokasti Owning Company Limited, as Borrowers, and Piraeus Bank A.E., as Lender, relating to a loan facility of up to $90,000,000, incorporated by reference to Exhibit 4.21 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2009, filed with the SEC on April 9, 2010. |
4.30 | Second Supplemental Agreement, dated August 25, 2010, to a Loan Agreement, dated October 5, 2007, by and between Boone Star Owners Inc. and Iokasti Owning Company Limited, as Borrowers, and Piraeus Bank A.E., as Lender, relating to a loan facility of up to $90,000,000, as amended and supplemented by a supplemental agreement dated July 30, 2009, incorporated by reference to Exhibit 4.28 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2010, filed with the SEC on April 15, 2011. |
4.31 | Supplemental Letter, dated September 16, 2011, to a Loan Agreement, dated October 5, 2007, by and between Boone Star Owners Inc. and Iokasti Owning Company Limited, as Borrowers, and Piraeus Bank A.E., as Lender, relating to a loan facility of up to $90,000,000, as amended and supplemented, incorporated by reference to Exhibit 4.35 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2011, filed with the SEC on March 16, 2012. |
4.32 | Loan Agreement, dated November 16, 2007, by and between Iason Owning Company Limited, as Borrower, and EFG Eurobank Ergasias S.A., as Bank, relating to a loan of up to $47,000,000, incorporated by reference to Exhibit 4.11 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2007, filed with the SEC on March 31, 2008. |
4.33 | Waiver Letter, dated February 25, 2009, to a Loan Agreement, dated November 16, 2007, by and between Iason Owning Company Limited, as Borrower, and EFG Eurobank Ergasias S.A., as Bank, relating to a loan of up to $47,000,000, incorporated by reference to Exhibit 4.30 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2010, filed with the SEC on April 15, 2011. |
4.34 | Waiver Letter, dated November, 11, 2009, to a Loan Agreement, dated November 16, 2007, by and between Iason Owning Company Limited, as Borrower, and EFG Eurobank Ergasias S.A., as Bank, relating to a loan of up to $47,000,000, incorporated by reference to Exhibit 4.31 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2010, filed with the SEC on April 15, 2011. |
4.35 | Waiver Letter, dated February 24, 2010, to a Loan Agreement, dated November 16, 2007, by and between Iason Owning Company Limited, as Borrower, and EFG Eurobank Ergasias S.A., as Bank, relating to a loan of up to $47,000,000, incorporated by reference to Exhibit 4.23 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2009, filed with the SEC on April 9, 2010. |
4.36 | Supplemental Agreement, dated April 15, 2010, to a Loan Agreement, dated November 16, 2007, by and between Iason Owning Company Limited, as Borrower, and EFG Eurobank Ergasias S.A., as Bank, relating to a loan of up to $47,000,000, incorporated by reference to Exhibit 4.33 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2010, filed with the SEC on April 15, 2011. |
4.37 | Second Supplemental Agreement, dated January 27, 2011, relating to a Loan Agreement, dated November 16, 2007, by and between Iason Owning Company Limited, as Borrower, and EFG Eurobank Ergasias S.A., as Bank, relating to a loan of up to $47,000,000, as amended and supplemented by a first supplemental agreement dated April 15, 2010, incorporated by reference to Exhibit 4.42 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2011, filed with the SEC on March 16, 2012. |
4.38 | Supplemental Letter, dated June 29, 2011, to a Loan Agreement, dated November 16, 2007, by and between Iason Owning Company Limited, as Borrower, and EFG Eurobank Ergasias S.A., as Bank, relating to a loan of up to $47,000,000, as amended and supplemented by a first supplemental agreement dated April 15, 2010 and as further amended and supplemented by a second supplemental agreement dated January 27, 2011, incorporated by reference to Exhibit 4.41 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2011, filed with the SEC on March 16, 2012. |
4.39 | Loan Agreement, dated March 13, 2008, by and among Annapolis Shipping Company Limited, Atlas Owing Company Limited, Farat Shipping Company Limited and Lansat Shipping Company Limited, as Borrowers, and Piraeus Bank A.E., as Lender, relating to a loan facility of up to $130,000,000, incorporated by reference to Exhibit 4.33 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2008, filed with the SEC on March 30, 2009. |
4.40 | First Supplemental Agreement, dated December 12, 2008, to a Loan Agreement, dated March 13, 2008, by and among Annapolis Shipping Company Limited, Atlas Owing Company Limited, Farat Shipping Company Limited and Lansat Shipping Company Limited, as Borrowers, and Piraeus Bank A.E., as Lender, relating to a loan facility of up to $130,000,000, incorporated by reference to Exhibit 4.35 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2009, filed with the SEC on April 9, 2010. |
4.41 | Waiver Letter, dated April 15, 2009, to a Loan Agreement, dated March 13, 2008, by and among Annapolis Shipping Company Limited, Atlas Owing Company Limited, Farat Shipping Company Limited and Lansat Shipping Company Limited, as Borrowers, and Piraeus Bank A.E., as Lender, relating to a loan facility of up to $130,000,000, as amended and supplemented by a first supplemental agreement dated December 12, 2008, incorporated by reference to Exhibit 4.47 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2010, filed with the SEC on April 15, 2011. |
4.42 | Second Supplemental Agreement, dated July 30, 2009, to a Loan Agreement, dated March 13, 2008, by and among Annapolis Shipping Company Limited, Atlas Owing Company Limited, Farat Shipping Company Limited and Lansat Shipping Company Limited, as Borrowers, and Piraeus Bank A.E., as Lender, relating to a loan facility of up to $130,000,000, as amended and supplemented by a first supplemental agreement dated December 12, 2008, incorporated by reference to Exhibit 4.36 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2009, filed with the SEC on April 9, 2010. |
4.43 | Waiver Letter, dated November 27, 2009, to a Loan Agreement, dated March 13, 2008, by and among Annapolis Shipping Company Limited, Atlas Owing Company Limited, Farat Shipping Company Limited and Lansat Shipping Company Limited, as Borrowers, and Piraeus Bank A.E., as Lender, relating to a loan facility of up to $130,000,000, as amended and supplemented by a first supplemental agreement dated December 12, 2008 and a second supplemental agreement dated July 30, 2009, incorporated by reference to Exhibit 4.49 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2010, filed with the SEC on April 15, 2011. |
4.44 | Amending and Restating Loan Agreement, dated January 25, 2010, to a Loan Agreement, dated March 13, 2008, by and among Annapolis Shipping Company Limited, Atlas Owing Company Limited, Farat Shipping Company Limited and Lansat Shipping Company Limited, as Borrowers, and Piraeus Bank A.E., as Lender, relating to a loan facility of up to $130,000,000, as amended and supplemented by a first supplemental agreement dated December 12, 2008 and a second supplemental agreement dated July 30, 2009, incorporated by reference to Exhibit 4.50 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2010, filed with the SEC on April 15, 2011. |
4.45 | Amended and Restated Loan Agreement, dated August 25, 2010, relating to a Loan Agreement, dated March 13, 2008, by and among Annapolis Shipping Company Limited, Atlas Owing Company Limited, Farat Shipping Company Limited and Lansat Shipping Company Limited, as Borrowers, and Piraeus Bank A.E., as Lender, relating to a loan facility of up to $130,000,000, as amended and restated on January 25, 2010 and as further amended and restated on August 25, 2010, incorporated by reference to Exhibit 4.51 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2010, filed with the SEC on April 15, 2011. |
4.46 | Amended and Restated Loan Agreement, dated November 29, 2010, relating to a Loan Agreement, dated March 13, 2008, by and among Annapolis Shipping Company Limited, Atlas Owing Company Limited, Farat Shipping Company Limited and Lansat Shipping Company Limited, as Borrowers, and Piraeus Bank A.E., as Lender, relating to a loan facility of up to $130,000,000, as amended and restated on January 25, 2010, August 25, 2010 and November 29, 2010, incorporated by reference to Exhibit 4.52 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2010, filed with the SEC on April 15, 2011. |
4.47 | Supplemental Letter, dated September 16, 2011, to a Loan Agreement, dated March 13, 2008, by and among Annapolis Shipping Company Limited, Atlas Owing Company Limited, Farat Shipping Company Limited and Lansat Shipping Company Limited, as Borrowers, and Piraeus Bank A.E., as Lender, relating to a loan facility of up to $130,000,000, as novated, amended and restated, incorporated by reference to Exhibit 4.56 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2011, filed with the SEC on March 16, 2012. |
4.48 | Loan Agreement, dated June 20, 2008, by and among Aegean Traders Inc. and Iguana Shipping Company Limited, as Borrowers, and WestLB AG, as Lender, relating to a loan facility of up to $103,200,000, incorporated by reference to Exhibit 4.40 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2008, filed with the SEC on March 30, 2009. |
4.49 | Waiver Letter, dated July 22, 2009, to a Loan Agreement, dated June 20, 2008, by and among Aegean Traders Inc. and Iguana Shipping Company Limited, as Borrowers, and WestLB AG, as Lender, relating to a loan facility of up to $103,200,000, incorporated by reference to Exhibit 4.63 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2010, filed with the SEC on April 15, 2011. |
4.50 | First Supplemental Agreement, dated October 8, 2009, to a Loan Agreement, dated June 20, 2008, by and among Aegean Traders Inc. and Iguana Shipping Company Limited, as Borrowers, and WestLB AG, as Lender, relating to a loan facility of up to $103,200,000, incorporated by reference to Exhibit 4.46 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2009, filed with the SEC on April 9, 2010. |
4.51 | Waiver Letter, dated November 23, 2009, to a Loan Agreement, dated June 20, 2008, by and among Aegean Traders Inc. and Iguana Shipping Company Limited, as Borrowers, and WestLB AG, as Lender, relating to a loan facility of up to $103,200,000, as amended, incorporated by reference to Exhibit 4.65 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2010, filed with the SEC on April 15, 2011. |
4.52 | Amending and Restating Loan Agreement, dated January 18, 2010, to a Loan Agreement, dated June 20, 2008, by and among Aegean Traders Inc. and Iguana Shipping Company Limited, as Borrowers, and WestLB AG, as Lender, relating to a loan facility of up to $103,200,000, as supplemented and amended by a first supplemental agreement dated October 8, 2009, incorporated by reference to Exhibit 4.66 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2010, filed with the SEC on April 15, 2011. |
4.53 | Supplemental Letter, dated June 10, 2010, to a Loan Agreement, dated June 20, 2008, by and among Aegean Traders Inc. and Iguana Shipping Company Limited, as Borrowers, and WestLB AG, as Lender, relating to a loan facility of up to $103,200,000, as amended and supplemented by a supplemental agreement dated October 8, 2009 and as amended and restated by an amending and restating agreement dated January 18, 2010, incorporated by reference to Exhibit 4.67 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2010, filed with the SEC on April 15, 2011. |
4.54 | Loan Agreement, dated February 14, 2012, for a loan of up to $122,580,000, by and among Oceanview Owners Limited, Oceansurf Owners Limited and Oceancentury Owners Limited, as joint and several Borrowers, arranged by China Development Bank Corporation, as Mandated Lead Arranger and Bank of China, as Coordinating Mandated Lead Arranger, with China Development Bank Corporation and Bank of China Limited, as Original Lenders, with China Development Bank Corporation, as Facility Agent, and China Development Bank Corporation, as Security Agent, incorporated by reference to Exhibit 4.106 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2011, filed with the SEC on March 16, 2012. |
4.55 | Commitment Letter, dated February 13, 2012, by and between the Company and HSH Nordbank AG relating to a term loan facility of up to $87,653,740, incorporated by reference to Exhibit 4.107 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2011, filed with the SEC on March 16, 2012. |
4.56 | Loan Agreement, dated March 19, 2012, by and among Amathus Owning Company Limited, Symi Owners Inc. and Kalymnos Owners Inc., as joint and several Borrowers, and the banks and financial institutions listed therein, as Lenders, and HSH Nordbank AG, as Agent, Mandated Lead Arranger, Swap Bank and Security Trustee, relating to a loan facility of up to $87,653,740, incorporated by reference to Exhibit 4.118 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2012 filed with the SEC on March 22, 2013. |
4.57 | Form of Vessel Management Agreement, dated January 1, 2011 with TMS Bulkers Ltd., incorporated by reference to Exhibit 4.112 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2010, filed with the SEC on April 15, 2011. |
4.58 | Form of Vessel Management Agreement, dated December 28, 2010 with TMS Tankers Ltd., incorporated by reference to Exhibit 4.113 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2010, filed with the SEC on April 15, 2011. |
4.59 | Consultancy Agreement, dated September 1, 2010, by and between DryShips Inc. and Vivid Finance Inc., incorporated by reference Exhibit 2 to the Report on Form 6-K of DryShips Inc., filed with the SEC on September 7, 2010, incorporated by reference to Exhibit 4.114 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2010, filed with the SEC on April 15, 2011 |
4.60 | Addendum No. 1, dated January 1, 2013, to the Consultancy Agreement, dated September 1, 2010, by and between the Company and Vivid Finance Inc., incorporated by reference to exhibit 4.41 to the Annual Report on Form 20-F of Ocean Rig UDW Inc. for the fiscal year ended December 31, 2012, filed with the SEC on March 22, 2013. |
4.61 | Drillship Master Agreement, dated November 22, 2010, by and between DryShips Inc. and a major shipyard in Korea, incorporated by reference to Exhibit 4.116 to the Annual Report on Form 20-F of DryShips Inc. for the fiscal year ended December 31, 2010, filed with the SEC on April 15, 2011 |
4.62 | Novation Agreement, dated December 30, 2010, by and between DryShips Inc., Ocean Rig UDW Inc. and a major shipyard in Korea., incorporated by reference to Exhibit 4.117 to the Company's Annual Report on Form 20-F for the fiscal year ended December 31, 2010, filed with the SEC on April 15, 2011 |
4.63 | Addendum No. 1, dated May 16, 2011, to a Drillship Master Agreement, dated November 22, 2010, between DryShips Inc. and a major shipyard in Korea, as novated by a Novation Agreement, dated December 30, 2010, between a major shipyard in Korea, DryShips Inc. and Ocean Rig UDW Inc., incorporated by reference to Exhibit 10.3 of the Registration Statement on Form F-4 of Ocean Rig UDW Inc. (Registration No. 333-175940), filed with the SEC on August 1, 2011 |
4.64 | Addendum No. 2, dated January 27, 2012, to a Drillship Master Agreement, dated November 22, 2010, between DryShips Inc. and a major shipyard in Korea, as novated by a Novation Agreement, dated December 30, 2010 and as amended by Addendum No. 1 dated May 16, 2011, incorporated by reference to Exhibit 4.3 of the Annual Report on Form 20-F of Ocean Rig UDW Inc. for the fiscal year ended December 31, 2011, filed with the SEC on March 13, 2012 |
4.65 | Addendum No. 3 dated April 2, 2012, to a Drillship Master Agreement, dated November 22, 2010, between DryShips Inc. and a major shipyard in Korea as novated by a Novation Agreement, dated December 30, 2010 and as amended, incorporated by reference to exhibit 4.5 to the Annual Report on Form 20-F of Ocean Rig UDW Inc. for the fiscal year ended December 31, 2012, filed with the SEC on March 22, 2013. |
4.66 | Addendum No. 4, dated September 3, 2012, to a Drillship Master Agreement, dated November 22, 2010, between DryShips Inc. and a major shipyard in Korea, as novated by a Novation Agreement, dated December 30, 2010 and as amended, incorporated by reference to exhibit 4.6 to the Annual Report on Form 20-F of Ocean Rig UDW Inc. for the fiscal year ended December 31, 2012, filed with the SEC on March 22, 2013. |
4.67 | Registration Rights Agreement, dated as of March 20, 2012, by and between DryShips Inc. and Ocean Rig UDW Inc., incorporated by reference to exhibit 4.4 to the Registration Statement on Form F-1 of Ocean Rig UDW Inc. (Registration No. 333-180241), filed with the SEC on March 20, 2012. |
4.68 | Supplement to Loan Agreement dated November 18, 2013, to the original Loan Agreement dated March 31, 2006, by and between DryShips Inc., as Borrower, the banks and financial institutions listed therein, as Lenders and Swap Banks, HSH Nordbank AG, as Agent, Security Trustee, Lead Arranger and Lead Bookrunner, and The Governor and Company of the Bank of Scotland, as Joint Bookrunner, as amended, relating to a term loan and short-term credit facilities of up to $110,000,000, or the HSH Nordbank Junior Loan Agreement, incorporated by reference to Exhibit 4.160 to the Company's Annual Report on Form 20-F for the fiscal year ended December 31, 2013, filed with the SEC on February 21, 2014. |
4.69 | Supplement to Loan Agreement dated November 18, 2013, to the original Loan Agreement dated March 31, 2006, by and between DryShips Inc., as Borrower, the banks and financial institutions listed therein, as Lenders and Swap Banks, HSH Nordbank AG, as Agent, Security Trustee, Lead Arranger, Lead Bookrunner and Joint Underwriter, and The Governor and Company of the Bank of Scotland, as Joint Bookrunner and Joint Underwriter, relating to a term loan and short-term credit facilities of up to $518,750,000, or the HSH Nordbank Senior Loan Agreement, incorporated by reference to Exhibit 4.161 to the Annual Report on Form 20-F of DryShips for the fiscal year ended December 31, 2013, filed with the SEC on February 21, 2014. |
4.70 | Form of Vessel Management Agreement, dated May 7, 2014, by and between Chloe Owning Company Limited and TMS Bulkers Ltd., incorporated by reference to Exhibit 4.178 to the Annual Report on Form 20-F of DryShips for the fiscal year ended December 31, 2014, filed with the SEC on March 10, 2015. |
4.71 | Fifth Supplemental Agreement, dated July 11, 2014, to a Loan Agreement dated July 23, 2008, by and among Cretan Traders Inc., as Borrower, Monteagle Shipping SA, as Existing Guarantor, the banks and financial institutions listed therein, as Lenders, and Norddeutsche Landesbank Girozentrale, as Swap Bank, Underwriter, Mandated Lead Arranger, Bookrunner, Agent and Security Trustee, relating to a term loan facility of up to $126,400,000 incorporated by reference to Exhibit 4.179 to the Annual Report on Form 20-F of DryShips for the fiscal year ended December 31, 2014, filed with the SEC on March 10, 2015. |
4.72 | Supplemental Agreement, dated July 17, 2014, to a Loan Agreement, dated October 26, 2011, by and among Olympian Ares Owners Inc., Olympian Artemis Owners Inc., Olympian Demeter Owners Inc. and Olympian Poseidon Owners Inc., as joint and several Borrowers, DryShips Inc., as Guarantor, and ABN AMRO Bank N.V., as Facility Agent and Security Trustee, relating to a loan of $141,350,000 incorporated by reference to Exhibit 4.180 to the Annual Report on Form 20-F of DryShips for the fiscal year ended December 31, 2014, filed with the SEC on March 10, 2015. |
4.73 | Supplemental Agreement, dated July 31, 2014, to a Loan Agreement dated October 24, 2012, by and among Olympian Athena Owners Inc., Olympian Aphrodite Owners Inc. and Olympian Dionysus Owners Inc., as joint and several borrowers, DryShips Inc., as Guarantor, and ABN AMRO Bank N.V., as Facility Agent and Security Trustee relating to a $107,668,750 loan incorporated by reference to Exhibit 4.181 to the Annual Report on Form 20-F of DryShips for the fiscal year ended December 31, 2014, filed with the SEC on March 10, 2015. |
4.74 | Loan Agreement, dated October 29, 2014, by and among the subsidiaries of DryShips Inc. listed therein as Borrowers, DryShips Inc., as Parent, DryShips Inc. and the subsidiaries of DryShips Inc. listed therein as Guarantors, the financial institutions listed therein as Lenders, the financial institutions listed therein as Hedging Providers, Nordea Bank Finland plc, London Branch, as Arranger, Bookrunner and Agent, and Nordea Bank AB, London Branch as Security Agent, relating to a loan facility of up to $170,000,000 incorporated by reference to Exhibit 4.182 to the Annual Report on Form 20-F of DryShips for the fiscal year ended December 31, 2014, filed with the SEC on March 10, 2015. |
4.75 | Second Supplemental Agreement, dated November 12, 2014, to a Loan Agreement dated June 20, 2008, by and among Aegean Traders Inc., as Borrower, DryShips Inc., as Corporate Guarantor and Portigon AG, London Branch, as Lender, relating to a loan facility of up to $103,200,000 incorporated by reference to Exhibit 4.183 to the Annual Report on Form 20-F of DryShips for the fiscal year ended December 31, 2014, filed with the SEC on March 10, 2015. |
4.76 | Loan Agreement, dated November 14, 2014, by and among DryShips, Inc., as Borrower, the financial institutions listed therein as Original Lenders, and ABN AMRO Bank N.V., as Arranger, Facility Agent and Security Agent, relating to a senior secured bridge loan facility of up to $200,000,000 incorporated by reference to Exhibit 4.178 to the Annual Report on Form 20-F of DryShips for the fiscal year ended December 31, 2014, filed with the SEC on March 10, 2015. |
4.77 | Exchangeable Promissory Note, dated November 18, 2014, by and between DryShips, Inc., as Borrower, and Alley Finance Co., or its permitted assigns, as Noteholder, relating to a $120,000,000 loan, incorporated by reference to Exhibit 4.69 to the Annual Report on Form 20-F of Ocean Rig UDW Inc. for the fiscal year ended December 31, 2014, filed with the SEC on March 9, 2015. |
4.78 | Fifth Amending and Restating Agreement, dated December 23, 2014, to a Loan Agreement dated March 13, 2008, by and among Ialysos Owning Company Limited, as Borrower, DryShips Inc., as Corporate Guarantor, and Piraeus Bank A.E., as Lender, relating to a loan facility of up to $130,000,000 incorporated by reference to Exhibit 4.178 to the Annual Report on Form 20-F of DryShips for the fiscal year ended December 31, 2014, filed with the SEC on March 10, 2015. |
4.79 | Fourth Supplemental Agreement, dated December 23, 2014, to a Loan Agreement dated October 5, 2007, by and between Boone Star Owners Inc. and Iokasti Owning Company Limited, as Borrowers, DryShips Inc., as Corporate Guarantor, and Piraeus Bank A.E., as Lender, relating to a loan facility of up to $90,000,000 incorporated by reference to Exhibit 4.187 to the Annual Report on Form 20-F of DryShips for the fiscal year ended December 31, 2014, filed with the SEC on March 10, 2015. |
4.80 | Management Agreement, dated February 17, 2015, by and between Drillship Alonissos Owners Inc., as the Owner, and Ocean Rig Management Inc., as the Manager, incorporated by reference to exhibit 4.68 to the Annual Report on Form 20-F of Ocean Rig UDW Inc. for the fiscal year ended December 31, 2014, filed with the SEC on March 9, 2015. |
4.81 | Management Agreement, dated August 27, 2013, by and between Vega Inruda AS., as the Owner, and TMS Offshore Services Services Ltd., as the Manager |
4.82 | Management Agreement, dated September 6, 2013, by and between Vega Jaanca AS., as the Owner, and TMS Offshore Services Services Ltd., as the Manager |
4.83 | Management Agreement, dated September 11, 2013, by and between Vega Crusader AS., as the Owner, and TMS Offshore Services Services Ltd., as the Manager |
4.84 | Management Agreement, dated September 11, 2013, by and between Vega Emtoli AS., as the Owner, and TMS Offshore Services Services Ltd., as the Manager |
4.85 | Management Agreement, dated September 20, 2013, by and between Vega Juniz AS., as the Owner, and TMS Offshore Services Services Ltd., as the Manager |
4.86 | Management Agreement, dated September 26, 2013, by and between Vega Corona AS., as the Owner, and TMS Offshore Services Services Ltd., as the Manager |
4.87 | Memorandum of Agreement by and between Olympian Athena Owners Inc and TMS Tankers LTD for the sale of the vessel Alicante, dated April 30, 2015 |
4.88 | Memorandum of Agreement by and between Olympian Poseidon Owners Inc and TMS Tankers LTD for the sale of the vessel Belmar, dated April 30, 2015 |
4.89 | Memorandum of Agreement by and between Olympian Aphrodite Owners Inc and Arabella Owning Company Limited for the sale of the vessel Bordeira, dated April 30, 2015 |
4.90 | Memorandum of Agreement by and between Olympian Demeter Owners Inc and TMS Tankers LTD for the sale of the vessel Calida, dated April 30, 2015 |
4.91 | Memorandum of Agreement by and between Olympian Hera Owners Inc and TMS Tankers LTD for the sale of the vessel Daytona, dated April 30, 2015 |
4.92 | Memorandum of Agreement by and between Olympian Ares Owners Inc and Alceste Owning Company Limited for the sale of the vessel Lipari, dated April 30, 2015 |
4.93 | Memorandum of Agreement by and between Olympian Dionysus Owners Inc and TMS Tankers LTD for the sale of the vessel Mareta, dated April 30, 2015 |
4.94 | Memorandum of Agreement by and between Olympian Artemis Owners Inc and Mireille Owning Company Limited for the sale of the vessel Petalidi, dated April 30, 2015 |
4.95 | Memorandum of Agreement by and between Olympian Zeus Owners Inc and TMS Tankers LTD for the sale of the vessel Saga, dated April 30, 2015 |
4.96 | Memorandum of Agreement by and between Olympian Apollo Owners Inc and Semele Owning Company Limited for the sale of the vessel Vilamoura, dated April 30, 2015 |
4.97 | Amended and Restated Secured Exchangeable Promissory Note, dated June 4, 2015, by and between DryShips Inc. and Ocean Rig UDW, Inc. |
4.98 | Addendum No 1, to the Memorandum of agreement, dated April 30, 2015 between Olympian Poseidon Owners Inc and TMS Tankers LTD for the sale of the vessel Belmar, dated June 30, 2015. |
4.99 | Termination, Release and Share Transfer Agreement, dated August 13, 2015, by and among, DryShips Inc., Alley Finance Co and Ocean Rig UDW Inc. |
4.100 | Share Purchase Agreement dated September 9, 2015, by and among, Alivia Investments Inc., as Buyer, TMS Bulkers Ltd., as Buyers' Guarantor, DryShips Inc. as Seller 1 and Oceanfreight Inc., as Seller II |
4.101 | Share Purchase Agreement, dated September 9, 2015, by and among Rossela Owning Company Limited as Buyer, TMS Bulkers Ltd. as Buyers' Guarantor, Dalian Star Shareholdings Inc. as Seller and DryShips Inc. as Guarantor |
4.102 | Memorandum of agreement, dated September 9, 2015 between Thelma Shipping Company Limited and Magenta Owning Company Limited for the sale of the vessel Manasota. |
4.103 | Memorandum of agreement, dated September 9, 2015 between Norwalk Star Owners Inc and Aurelia Owning Company Limited for the sale of the vessel Capri |
4.104 | Memorandum of agreement, dated September 9, 2015 between Fabiana Navigation Company Limited and Amaya Owning Company Limited for the sale of the vessel Alameda. |
4.105 | Addendum No 1, to the Memorandum of agreement, dated September 9, 2015 between Thelma Shipping Company Limited and Magenta Owning Company Limited, dated September 29, 2015. |
4.106 | Addendum No 1, to the Share Purchase Agreement, dated September 9, 2015 between Alivia Investments Inc and Dryships Inc and Oceanfreight Inc., dated October 9, 2015. |
4.107 | Share Purchase Agreement, dated October 21, 2015, by and among DryShips Inc., Mezzanine Financing Investment III Shareholders Ltd. and Red River Enterprises Inc., |
4.108 | Secured Revolving Facility Agreement, dated October 21, 2015, by and between DryShips Inc. as Borrower and Sifnos Shareholders Inc., as Lender. |
4.109 | First Amendment to the Facility Agreement agreement dated October 21, 2015, by and between DryShips Inc. as Borrower and Sifnos Shareholders Inc., as Lender, dated November 11, 2015 |
4.110 | Share Purchase Agreement, dated November 24, 2015, by and between Mezzanine Financing Investment III Ltd., a subsidiary of DryShips Inc., as buyer and VRG AS as seller, for the purcahse of all of the shares the buyer holds in Nautilus Offshore Services, Inc. |
4.111 | Share Purcahse Agreement by and among Tidore Investments Inc., whose performance is guaranteed by TMS Bulkers Ltd., and Oceanfreight Inc., whose performance is guaranteed by DryShips Inc., dated March 24, 2016. |
4.112 | Stock Purchase Agreement by and between DryShips Inc. and Ocean Rig Investments Inc., dated April 5, 2016. |
4.113 | Amended and Restated Secured Revolving Facility Agreement by and between DryShips Inc., and Sifnos Shareholders Inc., dated as of April 5, 2016. |
8.1 | Subsidiaries of DryShips Inc. |
12.1 | Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer |
12.2 | Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer |
13.1 | Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
13.2 | Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
15.1 | Consent of Independent Registered Public Accounting Firm (Ernst & Young (Hellas) Certified Auditors Accountants S.A.) |
101 | The following materials from the Company's Annual Report on Form 20-F for the fiscal year ended December 31, 2015, formatted in eXtensible Business Reporting Language (XBRL): (i) Consolidated Balance Sheets as of December 31, 2014 and 2015; (ii) Consolidated Statements of Operations for the years ended December 31, 2013, 2014 and 2015; (iii) Consolidated Statements of Comprehensive Income for the years ended December 31, 2013, 2014 and 2015; (iv) Consolidated Statements of Stockholders' Equity for the years ended December 31, 2013, 2014 and 2015; (v) Consolidated Statements of Cash Flows for the years ended December 31, 2013, 2014 and 2015; and (v) the Notes to Consolidated Financial Statements |
DRYSHIPS INC.
|
||||
(Registrant)
|
||||
Date: April 27, 2016
|
|
By: |
/s/ Ziad Nakhleh
|
|
Ziad Nakhleh
|
||||
Chief Financial Officer
|
Page
|
|
Report of Independent Registered Public Accounting Firm
|
F-2
|
Report of Independent Registered Public Accounting Firm
|
F-3
|
Consolidated Balance Sheets as of December 31, 2014 and 2015
|
F-4
|
Consolidated Statements of Operations for the years ended December 31, 2013, 2014 and 2015
|
F-5
|
Consolidated Statements of Comprehensive Loss for the years ended December 31, 2013, 2014 and 2015
|
F-6
|
Consolidated Statements of Stockholders' Equity for the years ended December 31, 2013, 2014 and 2015
|
F-7
|
Consolidated Statements of Cash Flows for the years ended December 31, 2013, 2014 and 2015
|
F-9
|
Notes to Consolidated Financial Statements
|
F-11
|
Year ended December 31,
|
||||||||||||
2013
|
2014
|
2015
|
||||||||||
REVENUES:
|
||||||||||||
Voyage and time charter revenues (including amortization of above market acquired time charters)
|
$
|
311,764
|
$
|
368,447
|
$
|
244,020
|
||||||
Service revenues, net
|
1,180,250
|
1,817,077
|
725,805
|
|||||||||
Total Revenues (Notes 2 and 18)
|
$
|
1,492,014
|
$
|
2,185,524
|
$
|
969,825
|
||||||
OPERATING EXPENSES/(INCOME):
|
||||||||||||
Voyage expenses (Note 2)
|
103,211
|
117,165
|
65,286
|
|||||||||
Vessels and drilling units operating expenses
|
609,765
|
844,260
|
371,074
|
|||||||||
Depreciation and amortization (Notes 7)
|
357,372
|
449,792
|
227,652
|
|||||||||
Loss on contract cancellation (Note 6 and 15)
|
-
|
1,307
|
28,241
|
|||||||||
Contract termination fees and other (Note 6 and 15)
|
33,293
|
-
|
-
|
|||||||||
Impairment loss and loss from sale of vessels and vessel owning companies (Notes 7 and 12)
|
43,490
|
38,148
|
1,057,116
|
|||||||||
General and administrative expenses
|
184,722
|
193,686
|
104,912
|
|||||||||
Legal settlements and other, net (Note 15.1)
|
4,585
|
(2,013
|
)
|
(2,948
|
)
|
|||||||
Operating income/(loss)
|
155,576
|
543,179
|
(881,508
|
)
|
||||||||
OTHER INCOME / (EXPENSES):
|
||||||||||||
Interest and finance costs (Note 17)
|
(332,129
|
)
|
(411,021
|
)
|
(172,132
|
)
|
||||||
Interest income
|
12,498
|
12,146
|
527
|
|||||||||
Gain/(Loss) on interest rate swaps (Note 12)
|
8,373
|
(15,528
|
)
|
(11,601
|
)
|
|||||||
Other, net (Note 12)
|
2,245
|
7,067
|
(9,275
|
)
|
||||||||
Total other expenses, net
|
(309,013
|
)
|
(407,336
|
)
|
(192,481
|
)
|
||||||
INCOME/(LOSS) BEFORE INCOME TAXES AND EARNINGS OF AFFILIATED COMPANIES
|
(153,437
|
)
|
135,843
|
(1,073,989
|
)
|
|||||||
Loss due to deconsolidation of Ocean Rig (Note 10)
|
-
|
-
|
(1,347,106
|
)
|
||||||||
Income taxes (Note 20)
|
(44,591
|
)
|
(77,823
|
)
|
(37,119
|
)
|
||||||
Equity in net losses of Ocean Rig (Note 10)
|
-
|
-
|
(349,872
|
)
|
||||||||
NET INCOME/(LOSS)
|
(198,028
|
)
|
58,020
|
(2,808,086
|
)
|
|||||||
Less: Net income attributable to non-controlling interests
|
(25,065
|
)
|
(105,532
|
)
|
(38,975
|
)
|
||||||
NET LOSS ATTRIBUTABLE TO DRYSHIPS INC.
|
$
|
(223,093
|
)
|
$
|
(47,512
|
)
|
$
|
(2,847,061
|
)
|
|||
NET LOSS ATTRIBUTABLE TO DRYSHIPS INC. COMMON STOCKHOLDERS
(Note 19)
|
$
|
(223,149
|
)
|
$
|
(48,209
|
)
|
$
|
(2,847,631
|
)
|
|||
LOSS PER COMMON SHARE ATTRIBUTABLE TO DRYSHIPS INC.
COMMON STOCKHOLDERS, BASIC
AND DILUTED
(Note 19)
|
$
|
(14.53
|
)
|
$
|
(2.64
|
)
|
$
|
(107.06
|
)
|
|||
WEIGHTED AVERAGE NUMBER OF COMMON SHARES,
BASIC AND DILUTED
(Note 19)
|
15,362,532
|
18,241,265
|
26,598,361
|
Year ended December 31,
|
||||||||||||
2013
|
2014
|
2015
|
||||||||||
- Net income/(loss)
|
$
|
(198,028
|
)
|
$
|
58,020
|
$
|
(2,808,086
|
)
|
||||
Other comprehensive income/ (loss):
|
||||||||||||
- Reclassification of realized losses associated with capitalized interest to Consolidated Statement of Operations, net
|
550
|
550
|
466
|
|||||||||
- Actuarial gains/(losses)
|
3,335
|
(1,518
|
)
|
50
|
||||||||
Other comprehensive income/(loss)
|
$
|
3,885
|
$
|
(968
|
)
|
$
|
516
|
|||||
Comprehensive income/(loss)
|
(194,143
|
)
|
57,052
|
(2,807,570
|
)
|
|||||||
- Less: comprehensive income attributable to non-controlling interests
|
(26,532
|
)
|
(105,137
|
)
|
(39,090
|
)
|
||||||
Comprehensive loss attributable to DryShips Inc.
|
$
|
(220,675
|
)
|
$
|
(48,085
|
)
|
$
|
(2,846,660
|
)
|
Common Stock
|
Series B Convertible Preferred stock
|
Treasury
Stock |
||||||||||||||||||||||||||||||||||||||||||||||
Shares
|
Par
Value
|
Shares
|
Par value
|
Shares
|
Par
Value
|
Additional
Paid-in
Capital
|
Accumulated Other Comprehensive Loss
|
Retained Earnings/(Accumulated Deficit)
|
Total
DryShips Stockholders Equity
|
Non-
controlling interests
|
Total
Equity
|
|||||||||||||||||||||||||||||||||||||
BALANCE, January 1, 2013
|
16,990,483
|
$
|
170
|
—
|
$
|
—
|
(440,000
|
)
|
$
|
(4
|
)
|
$
|
2,841,496
|
$
|
(9,175
|
)
|
$
|
13,973
|
$
|
2,846,460
|
$
|
1,021,559
|
$
|
3,868,019
|
||||||||||||||||||||||||
- Net income/(loss)
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
(223,093
|
)
|
(223,093
|
)
|
25,065
|
(198,028
|
)
|
|||||||||||||||||||||||||||||||||
- Issuance of common stock
|
275,689
|
3
|
—
|
—
|
—
|
—
|
23,435
|
—
|
—
|
23,438
|
—
|
23,438
|
||||||||||||||||||||||||||||||||||||
- Issuance of non-vested shares
|
40,000
|
-
|
—
|
—
|
—
|
—
|
-
|
—
|
—
|
—
|
—
|
—
|
||||||||||||||||||||||||||||||||||||
- Issuance of treasury stock
|
—
|
—
|
—
|
—
|
(400,000
|
)
|
(4
|
)
|
4
|
—
|
—
|
—
|
—
|
—
|
||||||||||||||||||||||||||||||||||
- Issuance of subsidiary shares to non-controlling interest
|
—
|
—
|
—
|
—
|
—
|
—
|
(46,237
|
)
|
695
|
—
|
(45,542
|
)
|
168,502
|
122,960
|
||||||||||||||||||||||||||||||||||
- Other comprehensive income
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
2,418
|
—
|
2,418
|
1,467
|
3,885
|
||||||||||||||||||||||||||||||||||||
- Amortization of stock based compensation
|
—
|
—
|
—
|
—
|
—
|
—
|
9,955
|
—
|
—
|
9,955
|
1,469
|
11,424
|
||||||||||||||||||||||||||||||||||||
BALANCE December 31, 2013
|
17,306,172
|
$
|
173
|
—
|
$
|
—
|
(840,000
|
)
|
$
|
(8
|
)
|
$
|
2,828,653
|
$
|
(6,062
|
)
|
$
|
(209,120
|
)
|
$
|
2,613,636
|
$
|
1,218,062
|
$
|
3,831,698
|
|||||||||||||||||||||||
- Net income/(loss)
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
(47,512
|
)
|
(47,512
|
)
|
105,532
|
58,020
|
||||||||||||||||||||||||||||||||||
- Issuance of common stock
|
10,888,394
|
109
|
—
|
—
|
—
|
—
|
422,266
|
—
|
—
|
422,375
|
—
|
422,375
|
||||||||||||||||||||||||||||||||||||
- Issuance of non vested shares
|
48,000
|
-
|
—
|
—
|
—
|
—
|
-
|
—
|
—
|
—
|
—
|
—
|
||||||||||||||||||||||||||||||||||||
- Issuance of treasury stock
|
—
|
—
|
—
|
—
|
(604,000
|
)
|
(6
|
)
|
6
|
—
|
—
|
—
|
—
|
—
|
||||||||||||||||||||||||||||||||||
- Issuance of subsidiary shares to non-controlling interest
|
—
|
—
|
—
|
—
|
—
|
—
|
(4,758
|
)
|
13
|
—
|
(4,745
|
)
|
3,478
|
(1,267
|
)
|
|||||||||||||||||||||||||||||||||
- Other comprehensive income
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
(573
|
)
|
—
|
(573
|
)
|
(395
|
)
|
(968
|
)
|
||||||||||||||||||||||||||||||||
- Amortization of stock based compensation
|
—
|
—
|
—
|
—
|
—
|
—
|
9,640
|
—
|
—
|
9,640
|
1,453
|
11,093
|
||||||||||||||||||||||||||||||||||||
-Dividends paid
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
(30,563
|
)
|
(30,563
|
)
|
Common Stock
|
Series B Convertible Preferred stock
|
Treasury
Stock |
||||||||||||||||||||||||||||||||||||||||||||||
Shares
|
Par
Value
|
Shares
|
Par
Value
|
Shares
|
Par
Value
|
Additional
Paid-in
Capital
|
Accumulated
Other
Comprehensive
Loss
|
Retained
Earnings/
(Accumulated Deficit)
|
Total
DryShips
Stockholders
Equity
|
Non
controlling
interests
|
Total
equity
|
|||||||||||||||||||||||||||||||||||||
BALANCE December 31, 2014
|
28,242,566
|
$
|
282
|
—
|
$
|
—
|
(1,444,000
|
)
|
$
|
(14
|
)
|
$
|
3,255,807
|
$
|
(6,622
|
)
|
$
|
(256,632
|
)
|
$
|
2,992,821
|
$
|
1,297,567
|
$
|
4,290,388
|
|||||||||||||||||||||||
- Net income/(loss)
|
—
|
—
|
—
|
—
|
—
|
—
|
(2,847,061
|
)
|
(2,847,061
|
)
|
38,975
|
(2,808,086
|
)
|
|||||||||||||||||||||||||||||||||||
- Issuance of common stock
|
—
|
—
|
—
|
—
|
—
|
—
|
(228
|
)
|
—
|
—
|
(228
|
)
|
—
|
(228
|
)
|
|||||||||||||||||||||||||||||||||
- Issuance of preferred stock
|
—
|
—
|
4,000,000
|
40
|
—
|
—
|
9,960
|
—
|
—
|
10,000
|
10,000
|
|||||||||||||||||||||||||||||||||||||
- Issuance of non-vested shares
|
84,000
|
1
|
—
|
—
|
—
|
—
|
(1
|
)
|
—
|
—
|
—
|
—
|
—
|
|||||||||||||||||||||||||||||||||||
- Conversion of common stock to treasury stock
|
—
|
—
|
—
|
—
|
(720
|
)
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
|||||||||||||||||||||||||||||||||||
- Issuance of subsidiary shares to non-controlling interest
|
—
|
—
|
—
|
—
|
—
|
—
|
(49,444
|
)
|
169
|
—
|
(49,275
|
)
|
50,541
|
1,266
|
||||||||||||||||||||||||||||||||||
-Acquisition of Nautilus Offshore Services Inc.
|
—
|
—
|
—
|
—
|
—
|
—
|
222
|
—
|
(276
|
)
|
(54
|
)
|
54
|
-
|
||||||||||||||||||||||||||||||||||
- Other comprehensive income
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
401
|
—
|
401
|
115
|
516
|
||||||||||||||||||||||||||||||||||||
- Amortization of stock based compensation
|
—
|
—
|
—
|
—
|
—
|
—
|
8,523
|
—
|
—
|
8,523
|
841
|
9,364
|
||||||||||||||||||||||||||||||||||||
-Deconsolidation of Ocean Rig
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
6,285
|
—
|
6,285
|
(1,367,567
|
)
|
(1,361,282
|
)
|
||||||||||||||||||||||||||||||||||
-Dividends paid
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
—
|
(20,526
|
)
|
(20,526
|
)
|
||||||||||||||||||||||||||||||||||
Balance December 31, 2015
|
28,326,566
|
$
|
283
|
4,000,000
|
40
|
(1,444,720
|
)
|
$
|
(14
|
)
|
$
|
3,224,839
|
$
|
233
|
$
|
(3,103,969
|
)
|
$
|
121,412
|
$
|
—
|
$
|
121,412
|
Year ended December 31,
|
||||||||||||
2013
|
2014
|
2015
|
||||||||||
Cash Flows from Operating Activities:
|
||||||||||||
Net income/(loss)
|
$
|
(198,028
|
)
|
$
|
58,020
|
$
|
(2,808,086
|
)
|
||||
Adjustments to reconcile net loss to net cash provided by operating activities:
|
||||||||||||
Depreciation and amortization
|
357,372
|
449,792
|
227,652
|
|||||||||
Amortization and write off of deferred financing fees
|
48,980
|
53,063
|
26,712
|
|||||||||
Amortization of convertible senior notes debt discount
|
43,769
|
45,261
|
-
|
|||||||||
Amortization of fair value of acquired time charters and drilling contracts
|
10,759
|
7,443
|
2,840
|
|||||||||
Impairment loss and loss from sale of vessels and vessel owning companies
|
43,490
|
38,148
|
1,057,116
|
|||||||||
Loss on contract cancellation
|
-
|
1,307
|
-
|
|||||||||
Net proceeds from sale in ownerships of subsidiary
|
-
|
-
|
1,266
|
|||||||||
Equity in net losses of affiliated company
|
-
|
-
|
349,872
|
|||||||||
Loss on change of control
|
-
|
-
|
1,347,106
|
|||||||||
Forfeiture of advances for vessel acquisitions
|
-
|
13,933
|
-
|
|||||||||
Amortization of stock based compensation
|
11,424
|
11,093
|
7,806
|
|||||||||
Change in fair value of derivatives
|
(88,859
|
)
|
(29,304
|
)
|
(10,848
|
)
|
||||||
Amortization of free lubricants benefit
|
(12
|
)
|
-
|
-
|
||||||||
Changes in operating assets and liabilities:
|
||||||||||||
Trade accounts receivable
|
(147,936
|
)
|
(82,667
|
)
|
(12,997
|
)
|
||||||
Due from related parties
|
1,663
|
12,089
|
19,141
|
|||||||||
Other current and non-current assets
|
(33,164
|
)
|
38,219
|
54,448
|
||||||||
Accounts payable and other current and non-current liabilities
|
9,705
|
(25,489
|
)
|
(25,263
|
)
|
|||||||
Accrued liabilities
|
55,509
|
(41,436
|
)
|
(39,590
|
)
|
|||||||
Due to related parties
|
(4,139
|
)
|
819
|
(10,261
|
)
|
|||||||
Deferred revenue
|
135,447
|
(75,183
|
)
|
28,833
|
||||||||
Net Cash Provided by Operating Activities
|
245,980
|
475,108
|
215,747
|
|||||||||
Cash Flows from Investing Activities:
|
||||||||||||
Cash decrease due to deconsolidation of Ocean Rig
|
-
|
-
|
(621,615
|
)
|
||||||||
Acquisition of Nautilus, net of cash acquired
|
-
|
-
|
(78,203
|
)
|
||||||||
Short term investments
|
(442
|
)
|
368
|
74
|
||||||||
Fixed assets additions
|
(1,468,226
|
)
|
(806,561
|
)
|
(505,670
|
)
|
||||||
Net proceeds from sale of vessels and vessel owning companies
|
-
|
-
|
673,850
|
|||||||||
Decrease in restricted cash
|
234,338
|
51,476
|
65,866
|
|||||||||
Net Cash Used in Investing Activities
|
(1,234,330
|
)
|
(754,717
|
)
|
(465,698
|
)
|
Year ended December 31,
|
||||||||||||
2013
|
2014
|
2015
|
||||||||||
Cash Flows from Financing Activities:
|
||||||||||||
Proceeds from short and long-term credit facilities, term loans and senior notes
|
$
|
2,982,576
|
$
|
2,617,100
|
$
|
492,000
|
||||||
Principal payments and repayments of long-term debt and senior notes
|
(1,803,366
|
)
|
(2,008,826
|
)
|
(782,366
|
)
|
||||||
Payments of convertible notes
|
-
|
(700,000
|
)
|
-
|
||||||||
Net proceeds from common stock issuance
|
23,438
|
421,911
|
-
|
|||||||||
Net proceeds from sale in ownerships of subsidiary
|
122,960
|
-
|
-
|
|||||||||
Dividends paid
|
-
|
(30,563
|
)
|
(20,526
|
)
|
|||||||
Payment of financing costs, net
|
(84,066
|
)
|
(48,913
|
)
|
(5,399
|
)
|
||||||
Net Cash Provided by/(Used in) Financing Activities
|
1,241,542
|
250,709
|
(316,291
|
)
|
||||||||
Net increase/ (decrease) in cash and cash equivalents
|
253,192
|
(28,900
|
)
|
(566,242
|
)
|
|||||||
Cash and cash equivalents at beginning of year
|
341,950
|
595,142
|
566,242
|
|||||||||
Cash and cash equivalents at end of year
|
$
|
595,142
|
$
|
566,242
|
$
|
0
|
||||||
SUPPLEMENTAL CASH FLOW INFORMATION:
|
||||||||||||
Cash paid during the year for:
|
||||||||||||
Interest, net of amount capitalized
|
$
|
171,649
|
$
|
267,554
|
$
|
135,954
|
||||||
Income taxes
|
50,392
|
60,374
|
20,830
|
|||||||||
Non cash financing and investing activities:
|
||||||||||||
Issuance of non-vested shares
|
10
|
12
|
21
|
Year ended December 31,
|
||||||||||||
2013
|
2014
|
2015
|
||||||||||
Customer A - Drilling segment
|
-
|
12
|
%
|
12
|
%
|
|||||||
Customer B - Drilling segment
|
26
|
%
|
15
|
%
|
14
|
%
|
||||||
Customer C - Drilling segment
|
-
|
-
|
11
|
%
|
||||||||
Customer D - Drilling segment
|
-
|
12
|
%
|
10
|
%
|
|||||||
Customer E - Drilling segment
|
11
|
%
|
10
|
%
|
10
|
%
|
||||||
Customer F - Drilling segment
|
14
|
%
|
25
|
%
|
10
|
%
|
(i) | Hedge accounting: At the inception of a hedge relationship, the Company formally designates and documents the hedge relationship to which the Company wishes to apply hedge accounting and the risk management objective and strategy undertaken for the hedge. The documentation includes identification of the hedging instrument, hedged item or transaction, the nature of the risk being hedged and how the entity will assess the hedging instrument's effectiveness in offsetting exposure to changes in the hedged item's cash flows attributable to the hedged risk. Such hedges are expected to be highly effective in achieving offsetting changes in cash flows and are assessed on an ongoing basis to determine whether they actually have been highly effective throughout the financial reporting periods for which they were designated. |
(ii) | Other derivatives: Changes in the fair value of derivative instruments that have not been designated as hedging instruments are reported in current period earnings. |
(i) | Ocean Rig and its subsidiaries (ownership interest as of December 31, 2015, was 40.4%). |
December 31,
|
||||||||
2014
|
2015
|
|||||||
Balance Sheet
|
||||||||
Due from related parties
|
$
|
29,203
|
$
|
20,637
|
||||
Due from related parties (current) - Total
|
29,203
|
20,637
|
||||||
Due to related parties
|
(12,717
|
)
|
(21,828
|
)
|
||||
Due to related parties (current) - Total
|
$
|
(12,717
|
)
|
$
|
(21,828
|
)
|
||
Advances for drilling units under construction for the year
|
$
|
1,546
|
$
|
-
|
||||
Vessels, net for the year
|
530
|
-
|
||||||
Drilling units, machinery and equipment, net for the year
|
2,885
|
-
|
Year ended December 31,
|
||||||||||||
Statement of Operations
|
2013
|
2014
|
2015
|
|||||||||
Voyage Revenues
|
$
|
5,306
|
$
|
44
|
$
|
-
|
||||||
Service Revenues, net
|
10,786
|
16,826
|
7,366
|
|||||||||
Voyage expenses
|
(5,525
|
)
|
(6,758
|
)
|
(4,521
|
)
|
||||||
Gain on sale of assets – commissions
|
(710
|
)
|
-
|
-
|
||||||||
Contract termination fees and other
|
(23,048
|
)
|
-
|
-
|
||||||||
General and administrative expenses
|
(76,152
|
)
|
(85,584
|
)
|
(50,498
|
)
|
||||||
Commissions for assets sold
|
-
|
-
|
(8,133
|
)
|
||||||||
Interest and finance costs
|
-
|
-
|
(3,679
|
)
|
December 31,
|
||||||||
2014
|
2015
|
|||||||
Inventories
|
$
|
20,304
|
$
|
3,531
|
||||
Deferred mobilization expenses
|
66,169
|
-
|
||||||
Prepayments and advances
|
24,856
|
2,305
|
||||||
Insurance claims (Note 15)
|
7,201
|
941
|
||||||
Other
|
3,719
|
542
|
||||||
Other current assets |
$
|
122,249
|
$
|
7,319
|
December 31,
|
||||||||
2014
|
2015
|
|||||||
Balance at beginning of year
|
$
|
679,008
|
$
|
623,984
|
||||
Advances for drilling units under construction and related costs
|
691,755
|
465,650
|
||||||
Cancellation of vessel acquisitions
|
(15,240
|
)
|
-
|
|||||
Drilling units delivered
|
(731,539
|
)
|
(728,393
|
)
|
||||
Deconsolidation of Ocean Rig
|
-
|
(361,241
|
)
|
|||||
Balance at end of year
|
$
|
623,984
|
$
|
-
|
Cost
|
Accumulated
Depreciation
|
Net Book
Value
|
||||||||||
Balance, December 31, 2013
|
$
|
2,872,458
|
(623,371
|
)
|
2,249,087
|
|||||||
Additions
|
54,660
|
-
|
54,660
|
|||||||||
Depreciation
|
-
|
(123,982
|
)
|
(123,982
|
)
|
|||||||
Vessel impairment charge
|
(53,167
|
)
|
15,019
|
(38,148
|
)
|
|||||||
Balance, December 31, 2014
|
2,873,951
|
(732,334
|
)
|
2,141,617
|
||||||||
Acquisition of subsidiary
|
97,100
|
-
|
97,100
|
|||||||||
Vessels transfer to held for sale
|
(208,099
|
)
|
-
|
(208,099
|
)
|
|||||||
Vessels disposals
|
(810,810
|
)
|
-
|
(810,810
|
)
|
|||||||
Impairment loss
|
(1,855,042
|
)
|
803,962
|
(1,051,080
|
)
|
|||||||
Depreciation
|
-
|
(72,300
|
)
|
(72,300
|
)
|
|||||||
Balance, December 31, 2015
|
$
|
97,100
|
$
|
(672
|
)
|
$
|
96,428
|
Total assets
|
||||
Cash and cash equivalents
|
$
|
12
|
||
Restricted cash
|
4,920
|
|||
Accounts receivable trade, net
|
7
|
|||
Due from related parties – TMS Bulkers Ltd. (Note 4)
|
2,492
|
|||
Inventories
|
384
|
|||
Prepayments and advances
|
15
|
|||
Insurance claims
|
97
|
|||
Vessels held for sale
|
208,099
|
|||
Total assets held for sale
|
$
|
216,026
|
Total liabilities
|
||||
Bank debt
|
$
|
103,680
|
||
Accounts payable
|
1
|
|||
Accrued liabilities
|
271
|
|||
Deferred revenues
|
414
|
|||
Total liabilities held for sale
|
$
|
104,366
|
Cost
|
Accumulated
Depreciation
|
Net Book
Value
|
||||||||||
Balance, December 31, 2013
|
$
|
6,637,843
|
$
|
(809,612
|
)
|
$
|
5,828,231
|
|||||
Additions
|
755,330
|
-
|
755,330
|
|||||||||
Depreciation
|
-
|
(323,814
|
)
|
(323,814
|
)
|
|||||||
Balance, December 31, 2014
|
$
|
7,393,173
|
$
|
(1,133,426
|
)
|
$
|
6,259,747
|
|||||
Additions
|
806,353
|
-
|
806,353
|
|||||||||
Depreciation
|
-
|
(154,481
|
)
|
(154,481
|
)
|
|||||||
Deconsolidation of Ocean Rig
|
(8,199,526
|
)
|
1,287,907
|
(6,911,619
|
)
|
|||||||
Balance December 31, 2015
|
$
|
-
|
$
|
-
|
$
|
-
|
Assets:
|
|
|||
Current assets
|
$
|
22,609
|
||
Vessels
|
97,100
|
|||
Goodwill
|
7,002
|
|||
Above-market acquired time charters
|
12,474
|
|||
Other non-current assets
|
5,562
|
|||
Total assets acquired
|
144,747
|
|||
Liabilities:
|
||||
Total current liabilities
|
12,691
|
|||
Total non-current liabilities
|
39,988
|
|||
Total liabilities assumed
|
52,679
|
|||
|
||||
Fair value of non – controlling interests
|
1,500
|
|||
Net assets acquired
|
$
|
90,568
|
||
Consideration paid
|
87,000
|
|||
Working capital adjustment
|
3,568
|
|||
Total consideration
|
90,568
|
Amortization Schedule
|
||||||||||||||||
Amount
Acquired |
Amortization
as of December 31, 2015 |
2016
|
2017
|
|||||||||||||
Above-market acquired time charters
|
$
|
12,474
|
$
|
1,467
|
$
|
7,670
|
$
|
3,337
|
|
December 31,
|
|||||||
|
2014
|
2015
|
||||||
Pro forma revenues
|
$
|
2,233,015
|
$
|
1,011,674
|
||||
Pro forma operating income/(loss)
|
554,870
|
(866,317
|
)
|
|||||
Pro forma net loss
|
(38,874
|
)
|
(2,838,322
|
)
|
||||
Pro forma per share amounts:
|
||||||||
Basic net loss per share
|
$
|
(2.13
|
)
|
$
|
(106.71
|
)
|
December 31,
|
||||||||
2014
|
2015
|
|||||||
Security deposits for derivatives
|
$
|
550
|
$
|
727
|
||||
Deferred operating expenses
|
43,327
|
-
|
||||||
Prepaid investments
|
57,910
|
-
|
||||||
Intangible assets, net
|
4,732
|
-
|
||||||
$
|
106,519
|
$
|
727
|
Entity
|
Participation % December 31, 2015
|
|||
Ocean Rig
|
40.4
|
%
|
December 31, 2015
|
||||
Current assets
|
$
|
1,252,169
|
||
Non-current assets
|
6,782,118
|
|||
Current liabilities
|
400,207
|
|||
Non-current liabilities
|
$
|
4,343,991
|
||
Year ended December 31, 2015
|
||||
Revenues
|
$
|
1,748,200
|
||
Net income
|
$
|
95,339
|
December 31,
|
||||||||
2014
|
2015
|
|||||||
6.5% Drill Rigs Senior Secured Notes
|
$
|
800,000
|
$
|
-
|
||||
7.25% Ocean Rig Senior Unsecured Notes
|
500,000
|
-
|
||||||
Secured Credit Facilities- Drybulk Segment
|
685,410
|
218,185
|
||||||
Secured Credit Facilities- Tanker Segment
|
277,913
|
-
|
||||||
Secured Bridge Credit Facility
|
200,000
|
-
|
||||||
$1.9 billion Secured Term Loan B Facility - Drilling Segment
|
1,876,250
|
-
|
||||||
$1.3 billion Senior Secured Term Loan B Facility – Drilling Segment
|
1,296,750
|
-
|
||||||
Less: Deferred financing costs
|
(118,710
|
)
|
(636
|
)
|
||||
Total debt
|
5,517,613
|
217,549
|
||||||
Less: Current portion
|
(1,165,021
|
)
|
(217,549
|
)
|
||||
Long-term portion
|
$
|
4,352,592
|
$
|
-
|
Loan
|
Loan agreement date
|
Original Amount
|
December 31, 2014
|
New Loans
|
Repayments/Transfers
|
Deconsolidation of
Ocean Rig
|
December 31, 2015
|
||||||||||||||||||
Secured Credit Facility
|
October 2, 2007
|
$
|
35,000
|
$
|
12,800
|
-
|
(12,800
|
)
|
-
|
$
|
-
|
||||||||||||||
Secured Credit Facility
|
October 5, 2007
|
90,000
|
53,000
|
-
|
(9,300
|
)
|
-
|
43,700
|
|||||||||||||||||
Secured Credit Facility
|
June 20, 2008
|
103,200
|
21,250
|
-
|
(3,000
|
)
|
-
|
18,250
|
|||||||||||||||||
Secured Credit Facility
|
May 13, 2008
|
125,000
|
15,706
|
-
|
(15,706
|
)
|
-
|
-
|
|||||||||||||||||
Secured Credit Facility
|
May 5, 2008
|
90,000
|
30,000
|
-
|
(30,000
|
)
|
-
|
-
|
|||||||||||||||||
Secured Credit Facility
|
November 16, 2007
|
47,000
|
14,000
|
-
|
(1,500
|
)
|
-
|
12,500
|
|||||||||||||||||
Secured Credit Facility
|
July 23, 2008
|
126,400
|
42,625
|
-
|
(42,625
|
)
|
-
|
-
|
|||||||||||||||||
Secured Credit Facility
|
March 13, 2008
|
130,000
|
28,905
|
-
|
(1,338
|
)
|
-
|
27,567
|
|||||||||||||||||
Secured Credit Facility
|
February 7, 2011
|
70,000
|
52,500
|
-
|
(52,500
|
)
|
-
|
-
|
|||||||||||||||||
Secured Credit Facility
|
April 20, 2011
|
32,313
|
24,773
|
-
|
(24,773
|
)
|
-
|
-
|
|||||||||||||||||
Secured Credit Facility
|
October 26, 2011
|
141,350
|
112,390
|
-
|
(112,390
|
)
|
-
|
-
|
|||||||||||||||||
Secured Credit Facility
|
October 24, 2012
|
107,669
|
88,249
|
-
|
(88,249
|
)
|
-
|
||||||||||||||||||
Term Loan B Facility
|
July 12, 2013
|
1,900,000
|
1,876,250
|
-
|
(9,500
|
)
|
(1,866,750
|
)
|
-
|
||||||||||||||||
Term Loan B Facility
|
July 25, 2014
|
1,300,000
|
1,296,750
|
-
|
(6,500
|
)
|
(1,290,250
|
)
|
-
|
||||||||||||||||
Secured Term Loan Facility
|
February 13, 2015
|
475,000
|
-
|
462,000
|
(9,726
|
)
|
(452,274
|
)
|
-
|
||||||||||||||||
Secured Credit Facility
|
March 31, 2006
|
753,637
|
174,406
|
-
|
(72,834
|
)
|
-
|
101,572
|
|||||||||||||||||
Secured Credit Facility
|
March 19, 2012
|
19,065
|
15,789
|
-
|
(1,193
|
)
|
-
|
14,596
|
|||||||||||||||||
Secured Credit Facility
|
February 14, 2012
|
122,580
|
109,830
|
-
|
(109,830
|
)
|
-
|
-
|
|||||||||||||||||
Secured Bridge Credit Facility
|
November 14, 2014
|
200,000
|
200,000
|
-
|
(200,000
|
)
|
-
|
-
|
|||||||||||||||||
Senior Secured Credit Facility
|
October 29, 2014
|
167,100
|
167,100
|
-
|
(167,100
|
)
|
-
|
-
|
|||||||||||||||||
Secured Credit Facility
|
July 29, 2013
|
23,000
|
-
|
17,825
|
(17,825
|
)
|
-
|
-
|
|||||||||||||||||
Secured Credit Facility
|
November 23, 2012
|
38,220
|
-
|
27,710
|
(27,710
|
)
|
-
|
-
|
|||||||||||||||||
6.5% Drill Rigs Senior Secured Notes
|
September 20, 2012
|
800,000
|
800,000
|
-
|
-
|
(800,000
|
)
|
-
|
|||||||||||||||||
7.25% Ocean Rig's Senior Unsecured Notes
|
March 26, 2014
|
500,000
|
500,000
|
-
|
-
|
(500,000
|
)
|
-
|
|||||||||||||||||
$
|
5,636,323
|
507,535
|
(1,016,399
|
)
|
(4,909,274
|
)
|
$
|
218,185
|
2016
|
$
|
218,185
|
||
Total principal payments
|
218,185
|
|||
Less: Financing fees
|
(636
|
)
|
||
Total debt
|
$
|
217,549
|
Asset Derivatives
|
Liability Derivatives
|
||||||||||||||||||
Derivatives not designated as hedging
instruments
|
Balance Sheet
Location
|
December 31,
2014
Fair value
|
December 31,
2015
Fair value
|
Balance Sheet
Location
|
December 31,
2014
Fair value
|
December 31,
2015
Fair value
|
|||||||||||||
Interest rate swaps
|
Financial instruments-current assets
|
$
|
-
|
$
|
-
|
Financial instruments- current liabilities
|
$
|
30,447
|
$
|
2,604
|
|||||||||
Interest rate swaps
|
Financial instruments- non-current assets
|
11,086
|
411
|
Financial instruments- non-current liabilities
|
10,420
|
-
|
|||||||||||||
Total derivatives not designated as hedging instruments
|
$
|
11,086
|
$
|
411
|
$
|
40,867
|
$
|
2,604
|
|||||||||||
Total derivatives
|
$
|
11,086
|
$
|
411
|
Total derivatives
|
$
|
40,867
|
$
|
2,604
|
Amount of Gain/(Loss)
|
|||||||||||||
Derivatives not designated as hedging instruments
|
Location of Gain or (Loss) Recognized
|
Year Ended
December 31,
2013
|
Year Ended
December 31,
2014
|
Year Ended
December 31,
2015
|
|||||||||
Interest rate swaps
|
Gain/(Loss) on interest rate swaps
|
$
|
8,373
|
$
|
(15,528
|
)
|
$
|
(11,601
|
)
|
||||
Total
|
$
|
8,373
|
$
|
(15,528
|
)
|
$
|
(11,601
|
)
|
December 31,
2014
|
Quoted Prices
in Active
Markets for
Identical
Assets/
Liabilities
(Level 1)
|
Significant Other
Observable
Inputs
(Level 2)
|
Unobservable
Inputs
(Level 3)
|
|||||||||||||
Recurring measurements:
|
||||||||||||||||
Interest rate swaps - asset position
|
$
|
11,086
|
$
|
-
|
$
|
11,086
|
$
|
-
|
||||||||
Interest rate swaps - liability position
|
$
|
(40,867
|
)
|
$
|
-
|
$
|
(40,867
|
)
|
$
|
-
|
||||||
Total
|
$
|
(29,781
|
$
|
-
|
$
|
(29,781
|
)
|
$
|
-
|
December 31,
2015
|
Quoted Prices
in Active
Markets for
Identical
Assets/
Liabilities
(Level 1)
|
Significant Other
Observable
Inputs
(Level 2)
|
Unobservable
Inputs
(Level 3)
|
|||||||||||||
Recurring measurements:
|
||||||||||||||||
Interest rate swaps - asset position
|
$
|
411
|
$
|
-
|
$
|
411
|
$
|
-
|
||||||||
Interest rate swaps - liability position
|
$
|
(2,604
|
)
|
$
|
-
|
$
|
(2,604
|
)
|
$
|
-
|
||||||
Total
|
$
|
(2,193
|
)
|
$
|
-
|
$
|
(2,193
|
)
|
$
|
-
|
||||||
Quoted Prices
in Active
Markets for
Identical
Assets/
Liabilities
(Level 1)
|
Significant
Other
Observable
Inputs
(Level 2)
|
Unobservable
Inputs
(Level 3)
|
||||||||||
Non-Recurring measurements:
|
||||||||||||
Long-lived assets held and used
|
$
|
-
|
$
|
10,500
|
$
|
-
|
||||||
Total
|
$
|
-
|
$
|
10,500
|
$
|
-
|
||||||
Quoted Prices
in Active
Markets for
Identical
Assets/
Liabilities
(Level 1)
|
Significant
Other
Observable
Inputs
(Level 2)
|
Unobservable
Inputs
(Level 3)
|
||||||||||
Non-Recurring measurements:
|
||||||||||||
Investment in affiliate (Note 10)
|
$
|
514,047
|
$
|
-
|
$
|
-
|
||||||
Vessels held for sale
|
-
|
208,099
|
-
|
|||||||||
Total
|
$
|
514,047
|
$
|
208,099
|
$
|
-
|
||||||
Year Ended December 31,
|
||||||||||||
2013
|
2014
|
2015
|
||||||||||
Net loss attributable to Dryships Inc.
|
$
|
(223,093
|
)
|
$
|
(47,512
|
)
|
$
|
(2,847,061
|
)
|
|||
Transfers to the non-controlling interest:
|
||||||||||||
Decrease in Dryships Inc. equity for reduction in subsidiary ownership
|
(45,542
|
)
|
(4,758
|
)
|
(49,444
|
)
|
||||||
Net transfers to the non-controlling interest
|
(45,542
|
)
|
(4,758
|
)
|
(49,444
|
)
|
||||||
Net loss attributable to Dryships Inc. and transfers to/from the non-controlling interest
|
$
|
(268,635
|
)
|
$
|
(52,270
|
)
|
$
|
(2,896,505
|
)
|
Number of
non
vested shares
|
Weighted average grant
date fair value per
non vested shares
|
|||||||
Balance December 31, 2012
|
240,200
|
$
|
5.50
|
|||||
Granted
|
40,000
|
2.01
|
||||||
Vested
|
(53,533
|
)
|
4.63
|
|||||
Balance December 31, 2013
|
226,667
|
$
|
5.09
|
|||||
Granted
|
132,000
|
1.87
|
||||||
Vested
|
(69,333
|
)
|
4.31
|
|||||
Balance December 31, 2014
|
289,334
|
$
|
3.81
|
|||||
Vested
|
(97,333
|
)
|
3.38
|
|||||
Balance December 31, 2015
|
192,001
|
$
|
4.02
|
Number of
vested shares
|
Weighted average grant
date fair value per
vested shares
|
|||||||
As at December 31, 2012
|
343,921
|
$
|
13.91
|
|||||
Granted and vested
|
13,333
|
2.01
|
||||||
Non vested shares granted in prior years and vested 2013
|
40,200
|
5.50
|
||||||
As at December 31, 2013
|
397,454
|
$
|
12.66
|
|||||
Granted and vested
|
16,000
|
3.26
|
||||||
Non vested shares granted in prior years and vested 2014
|
53,333
|
4.63
|
||||||
As at December 31, 2014
|
466,787
|
$
|
11.42
|
|||||
Non vested shares granted in prior years and vested 2015
|
97,333
|
3.38
|
||||||
As at December 31, 2015
|
564,120
|
$
|
10.03
|
Year ended December 31,
|
||||||||||||||||||||||||
2014
|
2015
|
|||||||||||||||||||||||
Attributable
to Dryships
|
Attributable
to non
controlling
interest
|
Total
|
Attributable
to Dryships
|
Attributable
to non
controlling
interest
|
Total
|
|||||||||||||||||||
Cash flows hedges realized gain/(loss)
|
$
|
(8,570
|
)
|
$
|
(5,878
|
)
|
$
|
(14,448
|
)
|
$
|
225
|
$
|
-
|
$
|
225
|
|||||||||
Actuarial pension gain
|
1,948
|
1,336
|
3,284
|
8
|
-
|
8
|
||||||||||||||||||
Total
|
$
|
(6,622
|
)
|
$
|
(4,542
|
)
|
$
|
(11,164
|
)
|
$
|
233
|
$
|
-
|
$
|
233
|
Year ended December 31,
|
||||||||||||
2013
|
2014
|
2015
|
||||||||||
Interest incurred on long-term debt
|
$
|
251,596
|
$
|
317,445
|
$
|
150,061
|
||||||
Interest, amortization and write off of financing fees on loan from affiliate
|
-
|
-
|
3,642
|
|||||||||
Amortization and write-off of financing fees
|
46,006
|
50,551
|
23,834
|
|||||||||
Discount on receivable from drilling contract
|
-
|
-
|
4,048
|
|||||||||
Amortization of convertible notes discount
|
43,769
|
45,261
|
-
|
|||||||||
Amortization of share lending agreement-note issuance costs
|
2,974
|
2,733
|
-
|
|||||||||
Commissions, commitment fees and other financial expenses
|
57,498
|
34,256
|
2,607
|
|||||||||
Capitalized interest
|
(69,714
|
)
|
(39,225
|
)
|
(12,060
|
)
|
||||||
Total
|
$
|
332,129
|
$
|
411,021
|
$
|
172,132
|
Drybulk Segment
|
Offshore Support Segment
|
Drilling Segment
|
Tanker Segment
|
TOTAL
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||
2013
|
2014
|
2015
|
2013
|
2014
|
2015
|
2013
|
2014
|
2015
|
2013
|
2014
|
2015
|
2013
|
2014
|
2015
|
||||||||||||||||||||||||||||||||||||||||||||||
Revenues
|
$
|
191,024
|
$
|
205,630
|
$
|
115,598
|
$
|
-
|
$
|
-
|
$
|
8,118
|
$
|
1,180,250
|
$
|
1,817,077
|
$
|
725,805
|
$
|
120,740
|
$
|
162,817
|
$
|
120,304
|
$
|
1,492,014
|
$
|
2,185,524
|
$
|
969,825
|
||||||||||||||||||||||||||||||
Vessels and drilling units operating expenses
|
78,594
|
90,376
|
87,704
|
-
|
-
|
3,977
|
504,957
|
727,832
|
259,623
|
26,214
|
26,052
|
19,770
|
609,765
|
844,260
|
371,074
|
|||||||||||||||||||||||||||||||||||||||||||||
Depreciation and amortization
|
96,624
|
99,631
|
65,607
|
-
|
-
|
672
|
236,689
|
325,744
|
155,352
|
24,059
|
24,417
|
6,021
|
357,372
|
449,792
|
227,652
|
|||||||||||||||||||||||||||||||||||||||||||||
Contract termination fees and other
|
32,283
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
1,010
|
-
|
-
|
33,293
|
-
|
-
|
|||||||||||||||||||||||||||||||||||||||||||||
Loss on contract cancellation
|
-
|
1,307
|
28,241
|
- | - | - | - |
-
|
- |
-
|
- | - |
-
|
1,307
|
28,241
|
|||||||||||||||||||||||||||||||||||||||||||||
Impairment loss and loss from sale of vessels and vessel owning companies
|
43,490
|
38,148
|
1,000,485
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
56,631
|
43,490
|
38,148
|
1,057,116
|
|||||||||||||||||||||||||||||||||||||||||||||
General and administrative expenses
|
44,819
|
48,441
|
44,519
|
-
|
-
|
2,858
|
126,868
|
131,745
|
46,989
|
13,035
|
13,500
|
10,546
|
184,722
|
193,686
|
104,912
|
|||||||||||||||||||||||||||||||||||||||||||||
Gain/(loss) on interest rate swaps
|
(1,226
|
)
|
(1,142
|
)
|
(567
|
)
|
-
|
-
|
-
|
8,616
|
(12,671
|
)
|
(9,588
|
)
|
983
|
(1,715
|
)
|
(1,446
|
)
|
8,373
|
(15,528
|
)
|
(11,601
|
)
|
||||||||||||||||||||||||||||||||||||
Gain/(loss) on FFA's
|
(31,362
|
)
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
31,362
|
-
|
-
|
-
|
-
|
-
|
||||||||||||||||||||||||||||||||||||||||||||
Income taxes
|
-
|
-
|
-
|
-
|
-
|
(188
|
)
|
(44,591
|
)
|
(77,823
|
)
|
(36,931
|
)
|
-
|
-
|
-
|
(44,591
|
)
|
(77,823
|
)
|
(37,119
|
)
|
||||||||||||||||||||||||||||||||||||||
Net income/(loss)
|
(265,399
|
)
|
(206,303
|
)
|
(1,180,056
|
)
|
-
|
-
|
(2,711
|
)
|
64,287
|
259,654
|
(1,601,451
|
)
|
3,084
|
4,669
|
(23,868
|
)
|
(198,028
|
)
|
58,020
|
(2,808,086
|
)
|
|||||||||||||||||||||||||||||||||||||
Net income/(loss) attributable to Dryships Inc.
|
(265,399
|
)
|
(206,303
|
)
|
(1,180,056
|
)
|
-
|
-
|
(2,657
|
)
|
39,222
|
154,122
|
(1,640,480
|
)
|
3,084
|
4,669
|
(23,868
|
)
|
(223,093
|
)
|
(47,512
|
)
|
(2,847,061
|
)
|
||||||||||||||||||||||||||||||||||||
Interest and finance cost
|
(102,656
|
)
|
(102,806
|
)
|
(45,321
|
)
|
-
|
-
|
(105
|
)
|
(218,384
|
)
|
(298,839
|
)
|
(123,463
|
)
|
(11,089
|
)
|
(10,540
|
)
|
(8,766
|
)
|
(332,129
|
)
|
(412,185
|
)
|
(177,655
|
)
|
||||||||||||||||||||||||||||||||
Interest income
|
2,900
|
1,074
|
76
|
-
|
-
|
2
|
9,595
|
12,227
|
5,954
|
3
|
9
|
18
|
12,498
|
13,310
|
6,050
|
|||||||||||||||||||||||||||||||||||||||||||||
Change in fair value of derivatives (gain)/loss
|
(42,125
|
)
|
(21,069
|
)
|
(10,768
|
)
|
-
|
-
|
(6
|
)
|
(44,383
|
)
|
(15,909
|
)
|
349
|
(2,351
|
)
|
7,674
|
(423
|
)
|
(88,859
|
)
|
(29,304
|
)
|
(10,848
|
)
|
||||||||||||||||||||||||||||||||||
Total assets
|
$
|
1,777,176
|
$
|
1,731,295
|
$
|
342,287
|
$
|
-
|
$
|
-
|
$
|
131,124
|
$
|
7,674,674
|
$
|
8,095,212
|
$
|
-
|
$
|
671,842
|
$
|
650,082
|
$
|
2,641
|
$
|
10,123,692
|
$
|
10,476,589
|
$
|
476,052
|
December 31, 2014
|
December 31, 2015
|
|||||||
Interest and finance costs
|
||||||||
Interest for reportable segments
|
412,185
|
177,655
|
||||||
Elimination of intersegment interest
|
(1,164
|
)
|
(5,523
|
)
|
||||
Total consolidated Interest and finance costs
|
$
|
411,021
|
$
|
172,132
|
Interest income
|
||||||||
Interest for reportable segments
|
13,310
|
6,050
|
||||||
Elimination of intersegment interest
|
(1,164
|
)
|
(5,523
|
)
|
||||
Total consolidated Interest income
|
12,146
|
527
|
||||||
Total Assets
|
||||||||
Total Assets for reportable segments
|
10,476,589
|
476,052
|
||||||
Elimination of intersegment receivables
|
(117,219
|
)
|
-
|
|||||
Total consolidated Assets
|
10,359,370
|
476,052
|
For the years ended December 31,
|
||||||||||||
Country
|
2013
|
2014
|
2015
|
|||||||||
Congo
|
$
|
-
|
$
|
-
|
$
|
31,807
|
||||||
Norway
|
157,740
|
220,044
|
101,584
|
|||||||||
Brazil
|
353,397
|
581,635
|
253,283
|
|||||||||
Ivory Coast
|
86,486
|
97,232
|
12,065
|
|||||||||
Tanzania
|
72,083
|
-
|
-
|
|||||||||
Angola
|
227,603
|
807,742
|
275,410
|
|||||||||
Falkland
|
-
|
-
|
51,656
|
|||||||||
Gabon/ West Africa
|
81,104
|
110,424
|
-
|
|||||||||
Liberia
|
55,601
|
-
|
-
|
|||||||||
Ireland
|
104,014
|
-
|
-
|
|||||||||
Sierra Leone
|
37,272
|
-
|
-
|
|||||||||
Other
|
4,950
|
-
|
-
|
|||||||||
Total leasing and service revenues
|
$
|
1,180,250
|
$
|
1,817,077
|
$
|
725,805
|
For the years ended December 31,
|
||||||||||||||||||||||||||||||||||||
2013
|
2014
|
2015
|
||||||||||||||||||||||||||||||||||
Income
(numerator)
|
Weighted-
average
number of
outstanding
shares
(denominator)
|
Amount
per share
|
Income
(numerator)
|
Weighted-
average
number of
outstanding
share
(denominator)
|
Amount
per share
|
Income
(numerator)
|
Weighted-
average
number of
outstanding
shares
(denominator)
|
Amount
per share
|
||||||||||||||||||||||||||||
Net income/(loss) attributable to DryShips Inc.
|
$
|
(223,093
|
)
|
-
|
$
|
-
|
$
|
(47,512
|
)
|
-
|
$
|
-
|
$
|
(2,847,061
|
)
|
-
|
$
|
-
|
||||||||||||||||||
-Less: Non-vested common stock dividends declared and undistributed earnings
|
(56
|
)
|
-
|
-
|
(697
|
)
|
-
|
-
|
(570
|
)
|
-
|
-
|
||||||||||||||||||||||||
Basic EPS
|
||||||||||||||||||||||||||||||||||||
Income/(loss) available to common stockholders
|
$
|
(223,149
|
)
|
15,362,532
|
$
|
(14.53
|
)
|
$
|
(48,209
|
)
|
18,241,265
|
$
|
(2.64
|
)
|
$
|
(2,847,631
|
)
|
26,598,361
|
$
|
(107.06
|
)
|
|||||||||||||||
Dilutive effect of securities
|
||||||||||||||||||||||||||||||||||||
Diluted EPS
|
||||||||||||||||||||||||||||||||||||
Income/(loss) available to common stockholders
|
$
|
(223,149
|
)
|
15,362,532
|
$
|
(14.53
|
)
|
$
|
(48,209
|
)
|
18,241,265
|
$
|
(2.64
|
)
|
$
|
(2,847,631
|
)
|
26,598,361
|
$
|
(107.06
|
)
|
Year ended December 31,
|
||||||||||||
2013
|
2014
|
2015
|
||||||||||
Domestic income / (loss) (Republic of the Marshall Islands)
|
$
|
(66,604
|
)
|
$
|
(161,913
|
)
|
$
|
90,181
|
||||
Foreign income
|
174,518
|
499,539
|
42,277
|
|||||||||
Total income before taxes
|
$
|
107,914
|
$
|
337,626
|
$
|
132,458
|
Year ended December 31,
|
||||||||||||
2013
|
2014
|
2015
|
||||||||||
Current Tax expense
|
$
|
44,591
|
$
|
77,823
|
$
|
37,119
|
||||||
Income taxes
|
$
|
44,591
|
$
|
77,823
|
$
|
37,119
|
||||||
Effective tax rate
|
41.3
|
%
|
23.1
|
%
|
28.0
|
%
|
Year Ended December 31,
|
||||||||||||
Reconciliation of total tax expense:
|
2013
|
2014
|
2015
|
|||||||||
Differences in tax rates
|
$
|
89
|
$
|
-
|
$
|
-
|
||||||
Adjustments in respect to current income tax of previous years
|
683
|
-
|
-
|
|||||||||
Tax rate on interest
|
742
|
-
|
-
|
|||||||||
Effect of exchange rate differences
|
7
|
-
|
-
|
|||||||||
Income tax
|
43,070
|
70,441
|
37,119
|
|||||||||
Taxes on litigation matters subject to statutory rates, including interest and penalties
|
-
|
7,382
|
-
|
|||||||||
Total
|
$
|
44,591
|
$
|
77,823
|
$
|
37,119
|
Year ended December 31,
|
||||||||
2014
|
2015
|
|||||||
Deferred tax assets
|
||||||||
Net operations loss carry forward
|
$
|
-
|
$
|
-
|
||||
Accelerated depreciation of assets
|
101
|
55
|
||||||
Pension
|
1,184
|
904
|
||||||
Total deferred tax assets
|
$
|
1,285
|
$
|
959
|
||||
Less: valuation allowance
|
(1,285
|
)
|
(959
|
)
|
||||
Total deferred tax assets, net
|
$
|
-
|
$
|
-
|
2013
|
2014
|
2015
|
||||||||||
- Net loss
|
$
|
(223,596
|
)
|
$
|
(47,512
|
)
|
(2,847,061
|
)
|
||||
Other comprehensive income/ (loss):
|
||||||||||||
- Unrealized gain/(loss) on senior notes
|
-
|
-
|
-
|
|||||||||
- Reclassification of gain associated with Senior Notes to Consolidated Statement of Operations, net
|
-
|
-
|
-
|
|||||||||
- Reclassification of losses on previously designated cash flow hedges to Consolidated Statement of Operations, net
|
-
|
-
|
-
|
|||||||||
- Reclassification of realized losses associated with capitalized interest to Consolidated Statement of Operations, net
|
331
|
327
|
368
|
|||||||||
- Actuarial gains/(losses)
|
2,087
|
(900
|
)
|
33
|
||||||||
Other comprehensive income/(loss)
|
$
|
2,418
|
$
|
(573
|
)
|
401
|
||||||
Comprehensive loss
|
$
|
(221,178
|
)
|
$
|
(48,085
|
)
|
(2,846,660
|
)
|
||||
2013
|
2014
|
2015
|
||||||||||
Net Cash Used in Operating Activities
|
$
|
(85,042
|
)
|
$
|
(68,370
|
)
|
101,851
|
|||||
Cash Flows from Investing Activities:
|
||||||||||||
Investments in subsidiaries
|
8,515
|
(32.250
|
)
|
(88,099
|
)
|
|||||||
Dividends received
|
-
|
44,631
|
29,755
|
|||||||||
Restricted cash
|
52,033
|
(3,811
|
)
|
1,353
|
||||||||
Net Cash Used in Investing Activities
|
60,548
|
8,570
|
(56,991
|
)
|
||||||||
Cash Flows from Financing Activities:
|
||||||||||||
Due to subsidiaries
|
(67,735
|
)
|
23,465
|
208,731
|
||||||||
Payments of convertible notes
|
(97,164
|
)
|
(700,000
|
)
|
(272,834
|
)
|
||||||
Net proceeds from common stock issuance
|
23,438
|
421,911
|
-
|
|||||||||
Net proceeds from sale of shares in subsidiary
|
122,960
|
-
|
-
|
|||||||||
Proceeds from long-term term loans and notes
|
-
|
320,000
|
20,000
|
|||||||||
Payment of financing costs
|
(2,543
|
)
|
(5,538
|
)
|
(829
|
)
|
||||||
Net Cash Provided by Financing Activities
|
(21,044
|
)
|
59,838
|
(44,932
|
)
|
|||||||
Net (decrease) / increase in cash and cash equivalents
|
(45,538
|
)
|
38
|
(72
|
)
|
|||||||
Cash and cash equivalents at beginning of year
|
45,619
|
81
|
119
|
|||||||||
Cash and cash equivalents at end of year
|
$
|
81
|
$
|
119
|
47
|
|||||||
Year ending December 31,
|
Amount
|
|||
2016
|
$
|
121,572
|
||
Total principal payments
|
121,572
|
|||
Less-Financing fees
|
(1,046
|
)
|
||
Total debt
|
$
|
120,526
|
1 Year DryShips Chart |
1 Month DryShips Chart |
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